NATIONAL PROPANE, L.P.
200 1st Street SE
Suite 1700, IES Tower
Cedar Rapids, IA 52401-9838
319/365-1550
March 15, 1999
C. David Watson, Esq.
1940 Oak Knols Court SE
Cedar Rapids, Iowa 52403
Dear David:
As you are aware, National Propane Corporation, the managing general
partner (the "Managing General Partner") of National Propane Partners, L.P. (the
"Partnership") and National Propane, L.P. (the "Operating Partnership"), has
announced that it is considering various strategic alternatives to maximize the
value of the Partnership. As a valued part of the National Propane team and in
order to minimize concerns that may arise in the months ahead regarding your
role with the Partnership and Operating Partnership, you have been informed of a
special bonus arrangement which is being offered to you and a limited number of
key employees in return for your continued effort and contribution to the
Partnership and Operating Partnership. This letter formalizes and specifies the
terms on which the Operating Partnership is offering you this "stay" bonus
arrangement.
Subject to the terms and conditions herein, in the event that a
"change of control" occurs, (i) the Operating Partnership shall pay you a lump
sum payment equal to $115,000, subject to appropriate withholdings, within
thirty days of the closing of the change of control transaction, and (ii) any
stock options to acquire shares of Triarc Companies, Inc. ("Triarc") Class A
common stock previously issued to you under Triarc's Amended and Restated 1993
Equity Participation Plan (the "Triarc Plan") shall vest immediately (to the
extent not already vested) on the date of the closing of the change of control
transaction and continue in full force and effect in accordance with their
terms; provided, however, such previously unvested options and all previously
vested options you hold must be exercised within the earlier of (a) one year
from the closing date of the change of control transaction, or (b) the date on
which such option would otherwise expire. In consideration of the foregoing, you
hereby confirm and agree that the rights and obligations of the Managing General
Partner under your employment letter with the Managing General Partner dated
November 30, 1996 (the "Employment Letter") may be assigned to the purchaser or
a designated affiliate of the purchaser in connection with a change of control
transaction.
The payment of the stay bonus is in addition to any other amounts that may
otherwise be payable to you under your Employment Letter in the event your
employment is subsequently terminated without "good cause." Furthermore, in the
event that your employment is terminated without "good cause" under your
Employment Letter, you and your family will retain all health and medical
insurance benefits, for
a period of eighteen months in accordance with the Consolidated Omnibus Budget
Reconciliation Act, as amended ("COBRA"), with the Operating Partnership paying
the cost, if any, of such benefits until the earlier of: (i) your being a
participant entitled to benefits in a medical plan with another employer; (ii)
the date you become covered or eligible for coverage under Medicare or any other
medical benefit plan; (iii) 90 days after you commence such other full-time
employment; or (iv) one year after the date your employment is terminated.
For purposes of this letter, a "change of control" shall mean the
consummation of any of the following transactions on or before December 31,
1999: (i) the merger or consolidation of the Managing General Partner, the
Partnership or the Operating Partnership, with or into any person (other than
Triarc, Nelson Peltz, Peter W. May, DWG Acquisition Group, L.P. and/or any of
their respective affiliates (the "Triarc Parties")) if the Managing General
Partner, the Partnership or the Operating Partnership is not the surviving
entity thereof, or (ii) any sale, whether direct or indirect, of all or
substantially all of the assets of the Managing General Partner, the Partnership
or the Operating Partnership to any Person or "group" (as used in Section 3(d)
and 14(d) of the Exchange Act) other than to a Triarc Party.
The payment of the stay bonus and the acceleration of vesting of Triarc
options is further conditioned upon (i) your complying with the requirements of
the National Propane Code of Business Conduct and your existing confidentiality
obligations, and (ii) your employment with National Propane not having been
terminated prior to a change of control by your resignation, death or for "good
cause" under your Employment Letter.
The terms of your stay bonus arrangement (i) may be amended or cancelled
only by mutual agreement of the Managing General Partner and you, in writing
and, (ii) shall be construed in accordance with Delaware law applicable to
agreements made and to be performed entirely within such State. Except as
otherwise set forth herein, all the terms and conditions of your Employment
Letter shall continue in full force and effect.
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Please indicate your acceptance by signing and returning the enclosed
duplicate original of this letter to the undersigned.
Sincerely,
NATIONAL PROPANE CORPORATION
For itself and on behalf of National Propane
Partners, L.P. and National Propane, L.P.
By: /s/ Ronald R. Rominiecki
________________________________
Ronald R. Rominiecki
President and Chief Operating Officer
Agreed and Accepted as of
This 16th day of March, 1999
/s/ C. David Watson
______________________
C. David Watson
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