NATIONAL PROPANE, L.P.
200 1st Street SE
Suite 1700, IES Tower
Cedar Rapids, IA 52401-9838
319/365-1550
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March 15, 1999
Ronald R. Rominiecki
1750 42nd St., S.E.
Cedar Rapids, Iowa 52403
RE: Amendment to Employment Letter and Severance Agreement
Dear Ron:
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 and, to the extent set forth herein, modifies and amends your
employment letter dated as of March 11, 1997, as amended (the "Employment
Letter") and your Severance Agreement dated as of March 11, 1997 (the "Severance
Agreement").
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 $750,000, subject to appropriate withholdings, within
thirty days of the closing of the change of control transaction, (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; and, (iii) commencing six months after the closing date of the
change of control transaction the Operating Partnership will pay to you a sum
equal to your annual rate of base salary in effect at such date, payable in
semi-monthly installments for a period of six months; provided, however, that if
you have secured full-time employment during the period of the semi-monthly
payments,
the semi-monthly payments required to be made by the Operating Partnership after
you begin receiving payments from your new employer will be offset by the
compensation you earn from any such new employer during the period in which you
receive semi-monthly payments hereunder. Furthermore, in the event that your
employment is terminated without "good cause" under your Employment Letter, (i)
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: (a) your being a
participant entitled to benefits in a medical plan with another employer; (b)
the date you become covered or eligible for coverage under Medicare or any other
medical benefit plan; (c) 90 days after you commence such other full-time
employment; or (d) one year after the date your employment is terminated; and
(ii) you will be entitled to the relocation benefits set forth in the term sheet
of your Employment Letter.
The payment of the stay bonus described above is in lieu of, and in
complete satisfaction of, any and all amounts that would otherwise become
payable to you pursuant to your Severance Agreement and your Employment
Agreement (except as otherwise required by law). In consideration of the
foregoing you hereby confirm and agree that the rights and obligations of the
Managing General Partner under the Employment Letter may be assigned to the
purchaser or a designated affiliate of the purchaser in connection with a change
of control transaction.
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 and Severance Agreement shall continue in full force and effect.
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
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Partners, L.P. and National Propane, L.P.
By: /s/ C. David Watson
________________________________
Name: C. David Watson
Title: Sr. Vice President-Administration
Agreed and Accepted as of
This 16th day of March, 1999
/s/ Ronald R. Rominiecki
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Ronald R. Rominiecki
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