TRIARC CONSUMER PRODUCTS GROUP LLC
10-Q, EX-10.1, 2000-08-16
BOTTLED & CANNED SOFT DRINKS & CARBONATED WATERS
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                                                            Exhibit 10.1

                                     AMENDMENT NO. 2 TO
                               TRIARC BEVERAGE HOLDINGS CORP.

                                   1997 STOCK OPTION PLAN

      Amendment  No. 2, dated as of June 21,  2000 ("Amendment"), to the Triarc
Beverage Holdings Corp. 1997 Stock Option Plan (the "Plan").

      1. The name of the Plan is hereby changed to the "Snapple Beverage Group,
Inc. 1997 Stock Option Plan".

      2. Section 1 of the Plan is hereby  amended by replacing  the existing
Section 1 with the following:

      "1. Purpose

      The purpose of the 1997 Stock Option Plan (the "Plan") of Snapple Beverage
      Group, Inc. (the "Company") is to promote the interests of the Company and
      its  stockholders by (i) securing for the Company and its stockholders the
      benefits of the  additional  incentive  inherent in the  ownership  of the
      shares of common  stock par value  $1.00 per share,  of the  Company  (the
      "Shares") by selected key employees,  officers, directors, and consultants
      of the Company and its subsidiaries and affiliates,  and Triarc Companies,
      Inc. (the  "Parent") and its other  subsidiaries  and  affiliates  who are
      important to the success and growth of the business of the Company and its
      subsidiaries  and (ii) assisting the Company to secure and retain services
      of such persons."

      3. Except as amended above, the provisions of the Plan are hereby
confirmed and shall remain in full force and effect.

      4. This Amendment shall have effect as and from June 21, 2000.


      IN WITNESS  WHEREOF,  the Company has caused  this  Amendment  No. 2 to be
executed this 21st day of June, 2000.

                              SNAPPLE BEVERAGE GROUP, INC.


                              By:   GARY G. LYONS
                                    ----------------------------
                                    Name:  Gary G. Lyons
                                    Title: Senior Vice President



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