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AMENDMENT NO. 1 TO
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
Amendment No. 1, dated as of June 21, 2000 ("Amendment") to the Amended
and Restated Employment Agreement dated as of June 1, 1997 (the "Agreement")
among Snapple Beverage Corp., Mistic Brands, Inc., and Ernest J. Cavallo (the
"Executive").
The parties hereto agree as follows:
1. Article I, Section 1(a) of the Agreement is hereby amended by
deleting the third sentence thereof and inserting in lieu thereof the following:
"During the term of Employment, the Executive shall also serve
as President and Chief Operating Officer of Mistic as well as President
and Chief Operating Officer of TBHC and 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."
2. Article I, Section 1(b) of the Agreement is hereby amended by
removing all references to TBHC.
3. Article II, Section 3(b)(ii) of the Agreement is hereby amended by
removing all references to "Royal Crown".
4. Except as amended above, the provisions of the Agreement are hereby
confirmed and shall remain in full force and effect.
5. The Executive hereby waives any and all rights that the Executive
may have under the Agreement arising out of the failure of the Executive to
serve as President and Chief Operating Officer of Royal Crown Company, Inc. at
any time prior to the date hereof.
6. This Amendment shall have effect as and from June 21, 2000.
7. This Amendment shall take effect and be construed and enforced in
accordance with the laws of the State of New York, excluding any such laws which
direct the application of the laws of some other forum.
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IN WITNESS WHEREOF, the parties have duly executed this Amendment as of
the 21st day of June, 2000.
/s/ Ernest J. Cavallo
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Ernest J. Cavallo
SNAPPLE BEVERAGE CORP.
By: /s/ Michael Weinstein
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Name: Michael Weinstein
Title: Chief Executive Officer
MISTIC BRANDS, INC.
By: /s/ Michael Weinstein
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Name: Michael Weinstein
Title: Chief Executive Officer
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