NON-INCENTIVE STOCK OPTION AGREEMENT
Under
TRIARC COMPANIES, INC.
1993 EQUITY PARTICIPATION PLAN
______ Shares of Common Stock
TRIARC COMPANIES, INC. (the "Company"), pursuant to the terms of
its 1993 Equity Participation Plan (the "Plan"), hereby irrevocably grants to
_____________ (the "Optionee") the right and option to purchase ______ shares of
Class A Common Stock, par value $.10 per share (the "Common Stock"), of the
Company upon and subject to the following terms and conditions:
1. The Option is not intended to qualify as an incentive stock
option under the provisions of Section 422 of the Internal Revenue Code of 1986
or its predecessor (the "Code").
2. _______________ is the date of grant of the Option ("Date of
Grant").
3. The purchase price of the shares of Common Stock subject to
the Option shall be $10.125 per share.
4. The Option shall be exercisable as follows:
(a) One-third of the shares of Common Stock subject to the
Option shall be exercisable after _____________.
(b) One-third of the shares of Common Stock subject to the
Option shall be exercisable after _____________.
(c) One-third of the shares of Common Stock subject to the
Option shall be exercisable after _____________.
5. The unexercised portion of the Option shall automatically and
without notice terminate and become null and void at the expiration of ten (10)
years from the Date of Grant.
6. The unexercised portion of any such Option shall
automatically and without notice terminate and become null and void at the time
of the earliest to occur of the following:
(a) ____________________ 20___;
(b) the termination of the Optionee's services to the Company
and its subsidiaries if the Optionee's services are terminated for "cause," that
is for "cause" or any like term, as defined in any written contract between the
Company and the optionee; or if not so defined, (i) on account of fraud,
embezzlement or other unlawful or tortious conduct, whether or not involving or
against the Company or any affiliate, (ii) for violation of a policy of the
Company or any affiliate, (iii) for serious and willful acts or misconduct
detrimental to the business or reputation of the Company or any affiliate; or
(c) the termination of Optionee's services to the Company and
its subsidiaries for reasons other than as provided in subsection (b) or (d) of
this Section 6; provided, however, that the portion of Options granted to such
optionee which were exercisable immediately prior to such termination may be
exercised until the earlier of (i) 90 days after his termination of service or
(ii) the date on which such Options terminate or expire in accordance with the
provisions of this Agreement (other than this Section 6); or
(d) the termination of Optionee's services to the Company and
its subsidiaries by reason of his death, or if the Optionee's services terminate
in the manner described in subsection (c) of this Section 6 and he dies within
such period for exercise provided for therein; provided, however, that the
portion of Options exercisable by him immediately prior to his death shall be
exercisable by the person to whom such Options pass under such Optionee's will
(or, if applicable, pursuant to the laws of descent and distribution) until the
earlier of (i) one year after the optionee's death or (ii) the date on which
such Options terminate or expire in accordance with the provisions of this
Agreement (other than this Section 6).
To the extent necessary to comply with Rule 16b-3 of the
Securities Exchange Act of 1934, as amended (the "Act") as in effect from time
to time or any successor rule thereafter ("Rule 16b-3"), the provisions of this
Section 6 shall not be amended more than once every six months other than to
comport with changes in the Code, the Employee Retirement Income Security Act of
1974, as amended, or the rules thereunder.
7. The Option shall be exercised by the Optionee (or by the
Optionee's executors or administrators, as provided in Section 10), subject to
the provisions of the Plan and of this Agreement, as to all or part of the
shares of Common Stock covered hereby, as to which the Option shall then be
exercisable, by the giving of written notice of such exercise to the Company at
its principal business office, accompanied by payment of the full purchase price
for the shares being purchased. Payment of such purchase price shall be made (a)
by cash or by check payable to the Company and/or (b) by delivery of
unrestricted shares of Common Stock having a fair market value (determined as of
the date the Option is exercised, but in no event at a price per share less than
the par value per share of the Common Stock delivered) equal to all or part of
the purchase price and, if applicable, of a check payable to the Company for any
remaining portion of the purchase price. Payment in accordance with this Section
7 may be satisfied by delivery to the Company of an assignment of sufficient
amount of the proceeds from the sale of shares of Common Stock acquired upon
exercise of the Option to pay for all of the shares of Common Stock acquired
upon such exercise and on authorization to the broker or selling agent to pay
that amount to the Company, which sale shall be made at the Optionee's direction
at the time of exercise, provided that the Committee may require Optionee to
furnish an opinion of counsel acceptable to the Committee to the effect that
such delivery would not result in the Optionee incurring any liability under
Section 16 of the Act and does not require the consent, clearance or approval of
any governmental or regulatory body (including any securities exchange or
similar self-regulatory organization).
The Company shall cause certificates for the shares so purchased
to be delivered to the Optionee or the Optionee's executors or administrators,
against payment of the purchase price, as soon as practicable following the
Company's receipt of the notice of exercise.
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8. Neither the Optionee nor the Optionee's executors or
administrators shall have any of the rights of a stockholder of the Company with
respect to the shares subject to the Option until a certificate or certificates
for such shares shall have been issued upon the exercise of the option.
9. The Option shall not be transferable by the Optionee other
than to the Optionee's executors or administrators by will or the laws of
descent and distribution, and during the Optionee's lifetime shall be
exercisable only by the Optionee.
10. In the event of the Optionee's death, the Option shall
thereafter be exercisable (to the extent otherwise exercisable hereunder) only
by the Optionee's executors or administrators.
11. The terms and conditions of the Option, including the number
of shares and the class or series of capital stock which may be delivered upon
exercise of the Option and the purchase price per share, are subject to
adjustment as provided in Paragraph 19 of the Plan.
12. The Optionee, by the Optionee's acceptance hereof,
represents and warrants to the Company that the Optionee's purchase of shares of
capital stock upon the exercise hereof shall be for investment and not with a
view to distribution and agrees that the shares of capital stock will not be
disposed of except pursuant to an applicable effective registration statement
under the Securities Act of 1933, as amended (the "Securities Act"), unless the
Company shall have received an opinion of counsel satisfactory to the Company
that such disposition is exempt from such registration under the Securities Act.
The Optionee agrees that the obligation of the Company to issue
shares upon the exercise of the Option shall also be subject, as conditions
precedent, to compliance with applicable provisions of the Act, state securities
or corporation laws, rules and regulations under any of the foregoing and
applicable requirements of any securities exchange upon which the Company's
securities shall be listed.
The Company may endorse an appropriate legend referring to the
foregoing representations and restrictions upon the certificate or certificates
representing any shares issued or transferred to the Optionee upon the exercise
of the Option.
13. The Option has been granted subject to the terms and
conditions of the Plan, a copy of which has been provided to the Optionee and
which the Optionee acknowledges having received and reviewed. Any conflict
between this Agreement and the Plan shall be decided in favor of the provisions
of the Plan. Terms used but not defined in this Agreement shall have the
meanings given to them in the Plan. This Agreement may not be amended in any
manner adverse to the Optionee except by a written agreement executed by the
Optionee and the Company.
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14. Nothing herein shall confer upon the Optionee the right to
continue to serve as a director or officer to the Company or any of its
subsidiaries.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
signed by an officer duly authorized thereto as of the _____ day of
________________.
TRIARC COMPANIES, INC.
By:PETER W. MAY
Name: Peter W. May
Title: President and Chief
Operating Officer
ACCEPTED AND AGREED TO:
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OPTIONEE
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