EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT, made and entered into as of April 9, 1996 by and
between National Propane Corporation, a Delaware corporation (the "Company"),
and Laurie B. Crawford, an individual residing at 3649 Honey Hill Drive, S.E.,
Cedar Rapids, Iowa 52403 (the "Executive").
The Executive is currently employed by the Company as an at-will employee
serving as its Senior Vice President - Administration, General Counsel and
Assistant Secretary. The Company and the Executive desire to enter into a
written agreement with respect to her employment in such position, in each
case on such terms and subject to such conditions as are set forth herein.
In consideration of the mutual promises, covenants and agreements contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
ARTICLE I
EMPLOYMENT AND DUTIES; COMPENSATION
SECTION 1. Employment And Duties.
During the Term of Employment, as defined in Section 2 of this
Article I, the Company hereby agrees to continue to employ the Executive and the
Executive hereby agrees to continue full time employment by the Company as its
Senior Vice President - Administration, General Counsel and Assistant Secretary,
on the terms and conditions set forth in this Agreement. The Executive shall
perform the duties and have the responsibilities customary for the position of
Senior Vice President - Administration, General Counsel and Assistant Secretary,
including such duties and responsibilities as shall reasonably be assigned to
her from time to time by (a) the Board of Directors of the Company (the "Board
of Directors"), (b) the Chief Executive Officer
of the Company or (c) the Chief Executive Officer, Chief Operating Officer or
Chief Legal Officer of Triarc Companies, Inc., the parent of the Company
("Triarc"). The Executive will report to the Chief Executive Officer of the
Company. During the Term of Employment the Executive shall also serve in such
additional offices or capacities of the Company and/or its affiliates to which
the Executive may be elected or appointed from time to time with the consent of
the Executive, which consent shall not be unreasonably withheld. The Executive
shall not be entitled to any additional compensation for such service. Such
duties shall be performed by the Executive primarily at the corporate
headquarters of the Company which will be located in Cedar Rapids, Iowa;
provided, however, that the Executive acknowledges and agrees that her duties
hereunder may require the Executive to engage in a reasonable amount of travel
outside the Cedar Rapids, Iowa area, from time to time.
SECTION 2. Term Of Employment. Except as otherwise provided in
Article II or Article III, the Term of Employment under this Agreement shall
commence on the date hereof and shall terminate as of the close of business on
April 15, 1998, subject to earlier termination at any time during the
Executive's employment as hereinafter provided.
SECTION 3. Compensation, Benefits And Expenses. As compensation
and consideration for the Executive entering into this Agreement and performing
her duties and responsibilities pursuant to this Agreement, the Company agrees
to pay the Executive, and the Executive agrees to accept, the following amounts
and benefits:
(a) Base Salary. Commencing as of January 1, 1996, a base salary
(the "Base Salary") at a rate of One Hundred Twenty-Five Thousand Dollars
($125,000) per annum, which amount shall be payable in equal installments
pursuant to the Company's normal payroll policies. Commencing as of January 1,
1997, the Base Salary shall be increased to One Hundred Thirty- Seven Thousand
Five Hundred Dollars ($137,500) per annum. Thereafter, the Base Salary shall
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be subject to review by the Board of Directors of the Company in accordance with
the normal procedures of the Board of Directors in reviewing salaries of the
Company's senior officers.
(b) Annual Bonus. The Executive will be eligible for a fifty
percent bonus opportunity with respect to each calendar year, beginning with
1996 (the "Annual Bonus"), based on achievement of Company performance goals and
individual performance goals mutually agreed upon from time to time, and will be
eligible to participate in the Company's mid-term compensation plan, which plan
will be targeted to yield to the Executive a target award, in cash, equal to 40
percent of the Executive's Base Salary, based on Company achievement of
objectives as well as mutually agreed upon individual objectives. Under both the
Annual Bonus plan (except as specifically provided in Article II) and the
mid-term plan, the Executive must remain actively employed at the time of payout
to receive payment thereunder. Payment of the Annual Bonus shall be made during
the first half of the Company's next fiscal year following the year in question.
The Executive shall not be entitled to any payment under any mid-term plan with
respect to any years prior to 1996. All payments under the mid-term plan for
each three-year cycle commencing with the 1994, 1995 and 1996 cycle shall be
made on the date payment is made to other participants in such plan cycle.
(c) Special Signing Bonus. Upon execution and delivery of this
Agreement by the Company and the Executive, the Executive will receive a
one-time special signing bonus of $124,500, in cash. The Executive agrees that
such special signing bonus shall be in lieu of all other bonuses (annual
incentive plan, mid-term cash incentive plan or other) that the Executive may
otherwise have been entitled to receive in respect of all periods prior to
January 1, 1996.
(d) Car. During the Term of the Agreement, the Company shall
continue to provide to the Executive the same benefits with respect to the use
of a company car or monthly automobile allowance as exist prior to the date of
this Agreement.
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(e) Insurance, etc. Participation in any life insurance,
disability insurance and medical, dental, hospitalization and surgical expense,
vacation, pension and retirement plan and other employee benefits and
perquisites made generally available by the Company to its senior officers from
time to time.
(f) Stock Options; Equity Participation. The Executive will be
eligible to receive grants of stock options and other equity awards awarded by
the Company's Board of Directors (or appropriate committee thereof) or the Board
of Directors (or appropriate committee thereof) of any parent company to other
senior executives of the Company, such grants to take into account the
Executive's contributions, position and Company (and/or parent company)
performance, as determined by the Board of Directors (or committee thereof)
making such award.
In addition to the amounts and benefits provided for above, the
Company shall provide the Executive during the Term of Employment with a private
office, stenographic and secretarial help and such other facilities and services
as are suitable to her position and adequate for the performance of her duties
(including a personal computer for her office), and shall reimburse the
Executive for all entertainment, travel and other expenses reasonably incurred
by her in the course of attending to and promoting the affairs of the Company,
subject to the Company's normal rules with respect to documentation of such
expenses.
ARTICLE II
TERMINATION
SECTION 1. Termination Due To Death. he employment of the
Executive under this Agreement shall terminate upon the Executive's death. In
the event of the death of the Executive during the Executive's employment
hereunder, the estate or other legal representative of the Executive shall be
entitled only to the following:
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(a) Base Salary. The Company shall pay to the Executive's estate
or other legal representative her Base Salary through the last day of the
calendar quarter in which the Executive dies. Such amount shall be paid by the
Company in a lump sum, subject to all withholdings, within thirty (30) days of
the date of death.
(b) Annual Bonus. The Company shall pay to the Executive's
estate or other legal representative (i) the Annual Bonus, if any, determined to
be due in respect of the immediately preceding year but not yet paid as of the
date of death and (ii) the pro-rata portion of the Executive's Annual Bonus, if
any, determined to be due for the year in which death occurs. Such payment shall
be calculated by multiplying the amount determined to be payable as an Annual
Bonus by a fraction, the numerator of which is the number of weeks in the
applicable year which precede and include the date of death and the denominator
of which is 52. Such amount shall be paid by the Company in a lump sum, subject
to all withholdings, within thirty (30) days of the determination of the amount,
if any, of bonuses to be paid by the Company to its senior executive officers
for such year.
SECTION 2. Termination Due To Disability. If the Executive shall be
unable to perform the essential functions, duties and responsibilities of her
job on account of her illness (either physical or mental) or other incapacity,
the Company shall continue to pay the Executive the full amounts and benefits
provided for in Section 3 of Article I above for the period of such illness or
incapacity; provided, however, that in the event such illness or incapacity
continues for a period longer than 180 consecutive days or for an aggregate of
175 days during any consecutive nine-month period (each, a "disability"), the
Board of Directors shall have the right to terminate the Term of Employment by
giving the Executive not less than thirty (30) days written notice of its
election to do so. In the event the Executive's employment is terminated on
account of disability under this Section 2, the Executive shall be entitled to
the compensation and benefits
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set forth in Section 1 of Article II above, except that the date of the
termination of employment shall be substituted for the date of death for
purposes of the payment of bonuses thereunder.
SECTION 3. The Company's Right To Terminate For "Good Cause".
(a) Notwithstanding anything in this Agreement to the contrary,
the Term of Employment and the Executive's employment hereunder may be
terminated by the Company at any time for "Good Cause" (as defined below). In
the event the Board of Directors shall determine that grounds exist for
terminating the Term of Employment and the Executive's employment hereunder for
Good Cause, the Company shall send written notice to the Executive that her
employment is so terminated (in the case of termination under clauses (i) or
(iv) of paragraph (b) of this Section 3, the Company shall give the Executive
not less than 10 days written notice) and specifying the facts based upon which
Good Cause exists for the termination of the Term of Employment and the
Executive's employment by the Company. In the event the Board of Directors shall
so terminate the Term of Employment and the Executive's employment, the
Executive shall be entitled only to the following:
(i) Base Salary. Within thirty (30) days of the date of
termination, the Company shall pay the Executive her Base Salary accrued through
the date of termination of employment and any amounts lawfully due, plus any
earned by unpaid vacation.
(ii) Annual Bonus. The Company shall pay the Executive her
Annual Bonus, if any, determined to be due in respect of any preceding year but
not yet paid. The amount shall be paid at the time it would have been paid had
the Executive's employment not been terminated. (b) For purposes of this
Agreement, "Good Cause" shall mean: (i) any willful failure by the Executive to
perform her duties as Senior Vice President - Administration, General Counsel
and Assistant Secretary of the Company;
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(ii) any breach by the Executive of any of her material
obligations under this Agreement which remains uncured after ten days following
receipt of written notice to the Executive of the facts upon which the Board of
Directors has determined that such breach exists;
(iii) any material misconduct (including misconduct
involving moral turpitude) by the Executive in the performance of her duties as
Senior Vice President - Administration, General Counsel and Assistant Secretary,
which misconduct is manifestly injurious to the Company, or the Executive's
conviction of a felony under the laws of the United States of America, any state
thereof or an equivalent crime under the laws of any other jurisdiction;
(iv) any willful and unexcused refusal by the Executive to
obey the lawful and reasonable instructions of the Board of Directors or of the
individuals designated in clauses (b) and (c) of Article I, Section 1(a) above,
provided such instructions are consistent with the duties imposed by the
Executive by this Agreement and have been clearly communicated to her;
(v) any willful failure by the Executive to substantially
comply with any written rule, regulation, policy or procedure of the Company,
Triarc, or its respective affiliates furnished to the Executive; or
(vi) any willful failure by the Executive to comply with
policies with respect to insider trading of securities which are furnished to
Executive.
SECTION 4. The Company's Right To Terminate Without Good
Cause. Notwithstanding anything in this Agreement to the contrary, the Term of
Employment and the Executive's employment hereunder may be terminated by the
Company at any time without Good Cause upon thirty (30) days prior notice;
provided, however, that in the event the Executive's employment hereunder is so
terminated, the Executive shall be entitled only to the following:
(a) Payments, etc. The Company shall pay the Executive an
amount equal to the sum of (i) her Base Salary, for two years and any other
amounts required by law and (ii) an amount
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equal to the greater of (A) 50% of the Executive's Base Salary and (B) the
Executive's Annual Bonus, if any, determined to be due in respect of the
immediately proceeding year but not yet paid as of the date of termination
(collectively, such sum is hereinafter referred to as the "Severance Amount").
The amounts payable to the Executive pursuant to this subsection 4(a) shall be
payable when and as such amounts would otherwise be payable hereunder if such
termination had not occurred (each, a "Payment Date"). In addition, the Company
will (i) pay the Executive within ten days of termination a lump sum payment
equal to any earned but unpaid vacation and (ii) execute and deliver the release
substantially in the form of Annex A. The Company will pay to the Executive or
for the Executive's account the cost of maintaining the Executive's coverage
under all health and medical insurance policies to the extent such policies are
required to be made available to the Executive by the Consolidated Omnibus
Budget Reconciliation Act of 1985, as amended ("COBRA"). Such COBRA payments
will be made until the earlier of: (i) 18 months after the date of termination;
(ii) the date the Executive becomes employed by a third-party; or (iii) the date
the Executive becomes covered or eligible for coverage under Medicare or another
medical benefit plan. All stock options or other equity interests granted to the
Executive pursuant to paragraph (f) of Section 1 of Article I, shall immediately
vest and the Executive will have 90 days (or one year, in the case where the
benefits of this paragraph result from the operation of the last sentence of
Section 5 of this Article II) from the date of such vesting to exercise such
options or other equity interests in accordance with their respective terms. The
Company will provide a letter of reference signed by the CEO of the Company,
which letter of reference shall be mutually acceptable to the Company and the
Executive.
(b) Condition to Payment. In consideration of the monies agreed
to be paid and the benefits to be provided under paragraph (a) of this Section
4, the Executive agrees to execute and
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deliver to the Company on the first Payment Date the release substantially in
the form of Annex B hereto, failing which the Company shall be relieved of all
of its obligations hereunder, including without limitation the Company's
obligation to make the payments and provide the benefits specified in paragraph
(a) of this Section 4.
(c) No Mitigation; Sole Remedy. The parties agree that the
Executive shall not be obligated to mitigate damages by seeking other employment
and any earnings from subsequent employment shall not reduce the amounts payable
by the Company under this Section 4. The Executive expressly acknowledges and
agrees that upon termination by the Company of her employment without Good
Cause, the Executive's sole and exclusive remedy shall be to receive the amounts
set forth under this Section 4.
SECTION 5. Effects Of Change In Control. Notwithstanding
anything in this Agreement to the contrary, but subject to the terms of any
agreement then in effect, if following the expiration of the Term of this
Agreement there shall be a "Change of Control" of the Company and the Executive
is still employed by the Company, the Executive shall be entitled to payment
under the provisions of the Severance Agreement for Laurie B. Crawford dated as
of March 27, 1995 by and between the Company and Laurie B. Crawford (the
"Severance Agreement"). As used herein, "Change of Control" shall have the
meaning set forth in the Severance Agreement. If, during the Term of this
Agreement, the Executive would have been entitled to payment under Section 2 of
the Severance Agreement if it had been in full force and effect at such time,
the Executive shall be entitled to receive, without duplication, the amounts set
forth in Section 4 of this Article II in lieu of any other amounts due
hereunder.
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ARTICLE III
CONFIDENTIALITY; RELEASE
SECTION 1. Confidentiality. The Executive agrees, in consideration of this
Agreement and the value referred to in Article I, Section 3 above, that she will
(i) refrain from engaging in any conduct or making any statement written or oral
which is detrimental to the best interests of the Company, Triarc and its
affiliates and subsidiaries (collectively, the "Triarc Group") and/or their
respective past and present shareholders, officers, employees and directors, and
(ii) treat as confidential and not disclose (a) the terms of this Agreement or
(b) the affairs of the members of the Triarc Group and their respective
shareholders, officers, employees and directors. The Executive acknowledges
that, in the course of performing services for the Company, she has had and in
the future may have access to certain of the Company's confidential and
proprietary information relating to the industry or other information that
relates, directly or indirectly, to the Company's financial, statistical,
business research, development, trade secrets, methods and procedures of
operation, business or marketing plans or client names ("Proprietary
Information"). All documents, records, techniques, business secrets and other
information, including this Agreement, and any and all incidents or occurrences
leading to or resulting from this Agreement, which have come into the
Executive's possession during her affiliation with the Company, shall be deemed
to be confidential and proprietary to the Company, and shall be its sole and
exclusive property, other than documents and notes relating specifically to the
Executive and the terms and onditions of her employment with the Company. The
Executive agrees that she will keep confidential and not divulge to any other
party any of the Company's Proprietary Information, confidential information
and business secrets, including, but not limited to, such matters as client
names, costs, profits, markets, sales, products, key personnel, pricing
policies, operational
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methods, suppliers, plans for future developments, and other business affairs
and methods and other information not readily available to the public, except as
required by law.
SECTION 2. Injunctive Relief. The Executive acknowledges and
agrees that in the event of a breach by the Executive of any provision of this
Agreement: (a) the Triarc Group will be irreparably damaged and will have no
adequate remedy at law, and will be entitled to an injunction as a matter of
right from any court of competent jurisdiction restraining any further breach of
this Agreement; (b) the Executive will indemnify and hold the Triarc Group
harmless from and against any and all damages or loss incurred by the Triarc
Group (including attorneys' fees and expenses) as a result of such breach; and
(c) the Company's remaining obligations under this Agreement, if any, shall
immediately terminate (other than payment of the Executive's Base Salary through
the date of such breach and any earned but unpaid vacation or except as may be
required by law). The Executive further agrees that if the Executive receives
any payment in excess of the amount to which she is entitled under the terms and
conditions of this Agreement, the Executive shall reimburse the Company for any
such over-payment, plus any attorneys' fees, costs of court, or other costs or
expenses of collection, provided the Company has given the Executive notice of
such over-payment amount and has given the Executive an opportunity to repay or
dispute such over-payment.
SECTION 3. Release. (a) In consideration of this Agreement and
the value referred to in Section 3 of Article I above, including, without
limitation, the special signing bonus referred to in paragraph (c) thereof, the
Executive, for herself and her descendants, dependents, heirs, executors,
administrators and permitted assigns, past and present (collectively the
"Employee Group"), hereby covenants not to sue or pursue any litigation (or file
any charge or otherwise correspond with any Federal, state or local
administrative agency) against, and waives, releases and discharges each member
of the Triarc Group, their affiliates, assigns, subsidiaries, parents,
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predecessors and successors, and the past and present shareholders, employees,
officers, directors, representatives and agents or any of them (collectively the
"Company Group), from any and all claims, demands, rights, judgments, defenses,
actions, charges or causes of action whatsoever, of any and every kind and
description, whether known or unknown, accrued or not accrued, that the
Executive ever had, now has or shall or may have or assert as of the date of
this Agreement against any of them, including, without limiting the generality
of the foregoing, any claims, demands, rights, judgments, defenses, actions,
charges or causes of action related to employment or that arise out of or relate
in any way to the Age Discrimination in Employment Act of 1967, as amended, the
Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964,
as amended, and other Federal, state and local laws relating to discrimination
on the basis of age, sex or other protected class, all claims under Federal,
state or local laws for express or implied breach of contract, defamation,
intentional infliction of emotional distress, and any related claims for
attorneys' fees and costs; provided, however, that nothing herein shall release
any member of the Company Group from any of its obligations under this
Agreement.
(b) The Company, on its own behalf and on behalf of the Company
Group, in consideration of the release set forth in the preceding paragraph,
hereby covenants not to sue or pursue any litigation (or file any charge or
otherwise correspond with any Federal, state or local administrative agency)
against, and waives and discharges each member of the Employee Group, from any
and all and all claims, demands, rights, judgements, defenses, actions, charges
or courses of action whatsoever, of any and every kind and description, whether
known or unknown, accrued or not accrued, that the Company Group ever had, or
has or shall or may have or assert as of the date of this Agreement against any
of them, based on facts known to any current officer of the Company or any
affiliate thereof; provided, however, that nothing herein shall release any
member of the Employee Group from any of its obligations under this Agreement.
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SECTION 4. Withholding. The Executive acknowledges and agrees that she
is or may be exclusively liable for the payment of certain Federal, state, local
and foreign taxes that may be due as a result of the payments to be made to the
Executive under this Agreement; provided, however, the Company shall be entitled
to withhold from any amounts payable under this Agreement such amounts that it
is required by law or regulation to withhold in respect of any such payment or
such greater amounts as the Executive may request. If the Company or any of its
affiliates are required at any time to pay any monies in payment of the
Executive's tax obligations, including interest, penalties and other additions,
in respect of the payments made under this Agreement, the Executive agrees to
indemnify and hold harmless the Company, its affiliates and agents or employees
for payment of any such taxes or other amounts. In addition to the foregoing,
the Executive agrees that the Company, in its sole discretion, may deduct from
any amounts payable under this Agreement (a) any amount of garnished earnings
which would have been withheld from the Executive's pay, if the Company has been
garnishing the Executive's earnings pursuant to an order of garnishment, child
support or tax lien and (b) to the extent permitted by law, any amounts the
Executive legitimately or legally owes to the Company.
ARTICLE IV
MISCELLANEOUS PROVISIONS
SECTION 1. Failure To Enforce And Waiver. The failure to insist
upon strict compliance with any of the terms, covenants or conditions of this
Agreement shall not be deemed a waiver of such terms, covenants or conditions,
and the waiver or relinquishment of any right or power under this Agreement at
any one or more times shall not be deemed a waiver or relinquishment of such
right or power at any other time or times.
SECTION 2. Remedy For Breach Of Contract. The parties agree that
in the event there is any breach or asserted breach of the terms, covenants or
conditions of this Agreement, the
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remedy of the parties hereto shall be in law and in equity and injunctive relief
shall lie for the enforcement or nonenforcement of any provisions of this
Agreement.
SECTION 3. Assignment. The rights and obligations of the Company
under this Agreement (i) are assignable by the Company to any parent or
subsidiary of the Company (including, without limitation, National Propane
Partners, L.P., National Propane, L.P. or any of their respective parents or
subsidiaries), to any successor by merger to the Company and to any person or
entity which acquires all or substantially all of the assets and business of the
Company as a going concern and (ii) shall inure to the benefit and shall be
binding upon the successors and assigns of the Company. The rights and
obligations of the Executive under this Agreement are not assignable or
transferable by the Executive (whether by operation of law or otherwise or
whether voluntarily or involuntarily).
SECTION 4. Notices. All notices required or permitted to be
given under this Agreement shall be given in writing and shall be deemed
sufficiently given if delivered by hand, overnight courier service or mailed by
registered mail, return receipt requested, to her residence in the case of the
Executive and to its principal executive offices in the case of the Company.
Either party may by notice to the other party change the address at which he or
it is to receive notices hereunder. Except as otherwise provided in this
Agreement, all such communications shall be deemed to have been duly given when
personally delivered, or in the case of overnight courier delivery, one business
day after delivery by the sender to such courier service and in the case of a
mailed notice, upon receipt.
SECTION 5. Applicable Law And Severability. This Agreement shall
be governed by and construed in accordance with the laws of the State of Iowa,
applicable to agreements made and to be performed entirely within such State. If
any provision or provisions, as the case may be, of this Agreement are void or
unenforceable or so declared, such provision or provisions shall
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be deemed and hereby are severed from this Agreement, which shall otherwise
remain in full force and effect.
SECTION 6. Headings. The headings used in this Agreement are for
convenience only and shall not be deemed to curtail or affect the meaning or
construction of any provision under this Agreement.
SECTION 7. Entire Agreement; Amendment. Except as provided
herein in Article II, Section 5 with respect to effectiveness of the Severance
Agreement following the expiration of the Term of this Agreement, this Agreement
contains the entire Agreement between the parties hereto with respect to the
subject matter hereof and supersedes all prior agreements, whether written or
oral, with respect thereto including the letter agreement dated as of November
19, 1993, between the Company and the Executive and the Severance Agreement
shall be null and void. This Agreement may not be amended orally but only by an
agreement in writing, signed by the party against whom enforcement of any
waiver, change, modification or discharge is sought.
SECTION 8. The parties agree that they will not seek to
introduce this Agreement as evidence for any purpose in any proceeding of any
kind, other than a proceeding to enforce the terms of this Agreement.
SECTION 9. Neither the negotiation nor the execution of this
Agreement shall constitute or operate as an acknowledgement or admission of any
kind by the Company or any other member of the Triarc Group that it violated or
failed to comply with any provision of Federal, state, or local law. The
Executive acknowledges that she has entered into this Agreement knowingly and
willingly and has had ample opportunity to consider the terms and provisions of
this Agreement.
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the day and year first above written.
LAURIE B. CRAWFORD
------------------------------------
LAURIE B. CRAWFORD
NATIONAL PROPANE CORPORATION
By: FRANCIS T. McCARRON
----------------------------------
Name: Francis T. McCarron
Title: Senior Vice President
-Taxes
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ANNEX A
GENERAL RELEASE
TO ALL WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW that
National Propane Corporation, a Delaware corporation (the "Company"), on its own
behalf and on behalf of its assigns, affiliates, subsidiaries, parents,
predecessors and successors, and its past and present shareholders, employees,
officers, directors, representatives and agents or any of them, does hereby
covenant not to sue or pursue any litigation (or file any charge or otherwise
correspond with any Federal, state or local administrative agency) against, and
waives, releases and discharges Laurie B. Crawford ("Crawford") and her heirs,
successors and assigns, descendants, dependents, executors and administrators,
past and present, and any of her affiliates and each of them (collectively, the
"Crawford Releasees") from any and all claims, demands, rights, judgments,
defenses, actions, charges or causes of action whatsoever, of any and every kind
and description, whether known or unknown, accrued or not accrued, that the
Company ever had, now has or shall or may have or assert as of the date of this
General Release against any of them, based on facts known to any current officer
of the Company or any subsidiary or other affiliate thereof, including
specifically, but not exclusively and without limiting the generality of the
foregoing, any and all claims, demands, agreements, obligations and causes of
action arising out of or in any way connected with any transaction, occurrence,
act or omission related to Crawford's employment by the Company or the
termination of that employment; provided, however, that nothing herein shall
release the Crawford Releasees from any obligations arising out of or related in
any way to Crawford's obligations under Articles III and IV of, and Annex B to,
the Employment Agreement dated as of April 19, 1996 between the Company and
Crawford or impair the right or ability of the Company to enforce the terms of
such Articles III and IV or such Annex B.
This General Release shall be governed by and construed in
accordance with the laws of the State of Iowa, applicable to agreements made and
to be performed entirely within such State.
The Company acknowledges that it has entered into this General
Release knowingly and willingly and has had ample opportunity to consider the
terms and provisions of this General Release.
IN WITNESS WHEREOF, the Company has caused this General Release
to be executed on this ____ day of ____________, 199__.
NATIONAL PROPANE CORPORATION
By: _____________________________
Name:
Title:
ANNEX B
GENERAL RELEASE
TO ALL WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW that
Laurie B. Crawford ("Crawford"), on her own behalf and on behalf of her
descendants, dependents, heirs, executors and administrators and permitted
assigns, past and present, in consideration for the amounts payable to the
undersigned under Section 4 of Article II of the Employment Agreement dated as
of April 9, 1996 (the "Employment Agreement") between Crawford and National
Propane Corporation (the "Company"), does hereby covenant not to sue or pursue
any litigation (or file any charge or otherwise correspond with any Federal,
state or local administrative agency) against, and waives, releases and
discharges the Company, Triarc Companies, Inc. and their respective assigns,
affiliates, subsidiaries, parents, predecessors and successors, and the past and
present shareholders, employees, officers, directors, representatives and agents
or any of them (collectively the "Company Group"), from any and all claims,
demands, rights, judgments, defenses, actions, charges or causes of action
whatsoever, of any and every kind and description, whether known or unknown,
accrued or not accrued, that Crawford ever had, now has or shall or may have or
assert as of the date of this General Release against any of them, including,
without limiting the generality of the foregoing, any claims, demands, rights,
judgments, defenses, actions, charges or causes of action related to employment
or termination of employment or that arise out of or relate in any way to the
Age Discrimination in Employment Act of 1967, as amended, the Older Workers
Benefit Protection Act, Title VII of the Civil Rights Act of 1964, as amended,
and other Federal, state and local laws relating to discrimination on the basis
of age, sex or other protected class, all claims under Federal, state or local
laws for express or implied breach of contract, wrongful discharge, defamation,
intentional infliction of emotional distress, and any related claims for
attorneys' fees and costs; provided, however, that nothing herein shall release
any member of the Company Group from any of its obligations under Section 4 of
Article II of the Employment Agreement.
This General Release shall be governed by and construed in
accordance with the laws of the State of Iowa, applicable to agreement made and
to be performed entirely within such State.
Crawford acknowledges that she has entered into this General
Release knowingly and willingly and has had ample opportunity to consider the
terms and provisions of this General Release.
IN WITNESS WHEREOF, Crawford has caused this General Release to
be executed on this ____ day of ____________, 199__.
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LAURIE B. CRAWFORD