UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) November 5, 1998
RC/ARBY'S CORPORATION
--------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 0-20286 59-2277791
----------------- ------------- --------------
(State or other (Commission (I.R.S. Employer
jurisdiction of File No.) Identification No.)
incorporation of
organization)
1000 Corporate Drive
Ft. Lauderdale, Florida 33334
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (954) 351-5000
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(Former name or former address, (Zip Code)
if changed since last report)
Page 1 of 3 Pages
Exhibit Index appears on Page 3
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
10.1 - Letter Agreement dated July 23, 1998 between John L. Belsito
and Royal Crown Company, Inc.
10.2 - Letter Agreement dated August 27, 1998 among John C. Carson,
Triarc Companies, Inc. and Royal Crown Company, Inc.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on behalf by the undersigned
hereunto duly authorized.
RC/ARBY'S CORPORATION
By: JOHN L. BARNES, JR.
John L. Barnes, Jr.
Executive Vice President
and Chief Financial Officer
Dated: November 5, 1998
EXHIBIT
Exhibit
No. Description Page No.
- ------- ----------- --------
10.1 -- Letter Agreement dated July 23, 1998 between John L.
Belsito and Royal Crown Company, Inc.
10.2 -- Letter Agreement dated August 27, 1998 among John C.
Carson, Triarc Companies, Inc. and Royal Crown Company,
Inc.
Exhibit 10.1
ROYAL CROWN COMPANY, INC.
709 WESTCHESTER AVENUE
WHITE PLAINS, NY 10604
- --------------------------------------------------------------------------------
July 23, 1998
Mr. John L. Belsito
169 West 78th Street, Apt. # 2
New York, NY 10024
Dear Jack:
It is with great pleasure that we hereby confirm your employment by Royal Crown
Company, Inc. ("Royal Crown") and your appointment as Senior Vice President of
the Triarc Beverage Group (the "Company"), which currently consists of Snapple
Beverage Corp., Mistic Brands, Inc., Cable Car Beverage Corporation and Royal
Crown, each a subsidiary of TRIARC Companies, Inc. ("TRIARC"), and as President
of Royal Crown, on the terms and conditions set forth in this letter and in the
attached term sheet (the "Term Sheet").
You will report to the Chief Executive Officer of the Company and have
responsibility for the Company's carbonated soft-drink business (excluding Cable
Car Beverage Corporation). In addition, you will be responsible for
company-owned distribution operations, which currently are primarily Snapple
distributors.
In the event of termination of your employment within two years of the
commencement of your employment by Royal Crown without cause, Royal Crown shall
pay to you a sum equal to your monthly base rate of salary in effect as of the
effective date of such termination, plus an amount equal to your most recent
annual bonus, payable in semi-monthly installments for a period of twelve (12)
months after the effective date of such termination. In addition, in the event
of termination without cause of your employment during the term of this letter,
(i) you will be entitled, at your election, to continue your coverage under all
health and medical insurance policies, pursuant to Section 4980B of the Internal
Revenue Code, as amended, or under Part 6 of Title I of the Employee Retirement
Income Security Act of 1974, as amended, maintained by the Company, the cost of
such coverage to be allocated between you and Royal Crown in a manner consistent
with the allocation of health and medical coverage costs applicable to active
Royal Crown employees, and (ii) all outstanding Triarc stock options granted to
you (a) which have not vested as of the effective date of such termination shall
terminate and become null and void as of the effective date of such termination,
and (b) which have vested prior to or as of the termination date, must be
exercised within the earlier of (i) 90 days or (ii) the date on which such
option expires, or be forfeited.
For purposes of this agreement "cause" means: (i) commission of any act of fraud
or gross negligence by you in the course of your employment hereunder which, in
the case of gross negligence, has a materially adverse effect on the business or
financial condition of the Company or any of its corporate entities or
affiliates; (ii) willful material misrepresentation at any time by you to any
superior executive officer of TRIARC or any of their affiliates; (iii) the
willful failure or refusal to comply with any of your material obligations
hereunder or to comply with a reasonable and lawful instruction of any superior
officer of TRIARC, the Company or its corporate entities, or any of their Board
of Directors; (iv) engagement by you in any conduct or the commission by you of
any act which is, in the reasonable opinion of the Company or any of its
corporate entities, materially injurious or detrimental to the substantial
interest of TRIARC or the Company or any of its corporate entities; (v)
indictment for any felony, whether of the United States or any state thereof or
any similar foreign law to which you may be subject; (vi) any failure
substantially to comply with any written rules, regulations, policies or
procedures of TRIARC or the Company (or any of its corporate entities) furnished
to you which, if not complied with, could reasonably be expected to have a
material adverse effect on the business of TRIARC or the Company or any of their
affiliates; or (vii) any willful failure to comply with TRIARC's or any of its
affiliates' policies regarding insider trading.
Subject to the limitations contained in this paragraph and your compliance with
the terms of this agreement, Royal Crown agrees to make you whole for the loss
of any of the economic benefits you would otherwise be entitled to under the
terms of your October 16, 1997 letter agreement, as amended as of June 30, 1998
(the "1997 Letter Agreement") with Dr. Pepper/Seven-Up, Inc. that result from
your entering into an employment relationship with the Company. Royal Crown's
obligation in the preceding sentence is subject to the following conditions: (a)
the maximum amount payable will be $463,061, subject to adjustment as provided
in the immediately following parenthetical (based on (i) your representation
that your vested Cadbury Schweppes options have a value of approximately
$222,561 based on the difference between the exercise price and current market
price of a share of Cadbury Schweppes stock, subject to adjustment to reflect
the market price of Cadbury Schweppes common stock as of the exercise of such
options which in any event will not be later than one week after the Termination
Date (as defined in the 1997 Letter Agreement), (ii) Royal Crown (x) being
primarily responsible for one-half of the continuation payments referred to in
Paragraph 4 of the 1997 Letter Agreement (which would mean Royal Crown being
responsible for up to $120,250), and (y) making you whole for any failure by CBI
Holdings, Inc. or its affiliates to pay you the balance of such continuation
payments (taking into account clause (a) of this sentence) referred to in
Paragraph 4 of the Letter Agreement (which payments are not to exceed $120,250)
and you agree to use your best efforts to mitigate any such losses referred to
in clause (a) of this Paragraph (it being understood that the payment in clause
(ii) (x) of this sentence shall not be subject to such obligation to mitigate),
(b) you agree to fully cooperate with counsel chosen by the Company and/or Royal
Crown and furnish such assistance as may be requested by the Company and/or
Royal Crown and/or such counsel (including becoming a party to any claim, action
or proceeding) in prosecuting or defending against any claims relating to the
matters covered by this paragraph, (c) you will not settle or compromise any
such claim, action or proceeding without the consent of the Company and/or
Royal Crown which consent shall not unreasonably be withheld and (d) payments
to be made at substantially the same times as they would have been made under
the terms of the 1997 Letter Agreement. You have advised the Company of
the confidentiality and non-disclosure obligations as to non-public confidential
information, business and trade secrets (collectively, "Confidential Informa-
tion") contained in the 1997 Letter Agreement and in the letter dated June 30,
1998 from you to Cadbury Schweppes (the "1998 Letter"). You hereby represent to
the Company that you have abided by those obligations to date and intend to
honor those obligations in the future. You further represent that you have noti-
fied Dr. Pepper/Seven-Up, Inc. that you desire to undertake employment with the
Company and have abided by all of the obligations and restrictions under the
1997 Letter Agreement and that you intend to honor your obligations under the
1997 Letter Agreement and the 1998 Letter. Please be advised that the Company
and Royal Crown will respect such obligations and will not seek or, attempt
to cause you to violate such obligations or otherwise cause you to disclose
to the Company or Royal Crown any confidential information or business secrets
of Cadbury Schweppes. You further agree not to disclose to, or use any such
Confidential Information that came into your possession from time to time
during your employment by Cadbury Schweppes for the benefit of, the Company
or Royal Crown.
You agree to treat such as confidential and not to disclose to anyone other than
the Company and/or Royal Crown and its subsidiaries and affiliated companies,
and you agree that you will not at any time during your employment and for a
period of four years thereafter, without the prior written consent of the
Company, divulge, furnish, or make known or accessible to, or use for the
benefit of anyone other than the Company, its corporate entities and affiliated
companies, any information of a confidential nature relating in any way to the
business of the Company or its corporate entities or affiliated companies, or
any of their respective direct business customers, unless (i) you are required
to disclose such information by requirements of law, (ii) such information is in
the public domain through no fault of yours, or (iii) such information has been
lawfully acquired by you from other sources unless you know that such
information was obtained in violation of an agreement of confidentiality.
You agree that in addition to any other remedy provided at law or in equity, (a)
the Company and/or Royal Crown shall be entitled to a temporary restraining
order, and both preliminary and permanent injunctive relief restraining you from
violating the provisions of the preceding two paragraphs, (b) you will indemnify
and hold the Company and/or Royal Crown harmless from and against any and all
damages or loss incurred by TRIARC or the Company or any of their affiliates
(including reasonable attorneys' fees and expenses) as a result of any willful
or reckless violation; and (c) the Company's and/or Royal Crown's remaining
obligations this agreement, if any, shall cease (other than payment of your base
salary through the date of such violation and any earned but unpaid vacation or
except as may be required by law) as a result of any willful or reckless
violation of such provisions.
This agreement shall be governed by the laws of the State of New York applicable
to agreements made and to be performed entirely within such State.
This letter agreement contains the entire agreement among the parties with
respect to the matters covered herein and supersedes all prior agreements,
written or oral, with respect thereto. This letter agreement may only be
amended, superseded, canceled, extended or renewed and the terms hereof waived,
only by a written instrument signed by the parties hereto, or in the case of a
waiver, by the party waiving compliance.
As you can appreciate, this offer of employment is conditioned upon the
satisfactory completion of background checks and your completion and execution
of the Company's and/or Royal Crown's employment application and related
materials.
If you agree with the terms outlined above and in the Employment Term Sheet,
please date and sign the copy of this letter and return it to me.
We are excited about your joining our team. We look forward to your acceptance.
Sincerely,
MICHAEL WEINSTEIN
Michael Weinstein
Chief Executive Officer
Agreed and Accepted this
24th day of July, 1998
JOHN L. BELSITO
John L. Belsito
JACK BELSITO
SENIOR VICE PRESIDENT OF THE TRIARC BEVERAGE GROUP
AND PRESIDENT OF ROYAL CROWN COMPANY, INC.
EMPLOYMENT TERM SHEET
---------------------
PROVISION TERM COMMENTS
Employer Royal Crown Company, Inc.
Commencement Date August 1, 1998
Base Salary $275,000/year, payable in Subject to increase but
semi-monthly increments not decrease in the sole
of $11,458.33 discretion of Royal Crown.
Annual Bonus 50% of annual base salary Subject to Company and
($100,000 guarantee with and Royal Crown achieving
respect to 1998) profit objectives.
Company Equity Plans You will be granted options Options to be awarded by
for 6,375 shares of Triarc Triarc Compensation Com-
Beverage Holdings Corp. mittee (Performance Com-
(TBHC) pensation Subcommittee) at
fair market value at time
of grant. Such grant
represents approximately
.6% of the total current
outstanding common shares
of the Company. Options
will have a 10 year term
and vest pro rata over
years two, three and four.
Triarc Companies, You will be granted options Options to be awarded by
Inc. Stock Options for 20,000 shares of Triarc Compensation Com-
Triarc's common stock mittee (Performance Com-
pensation Subcommittee) at
fair market value at time
of grant. Options will
have a 10 year term and
vest pro rata over years
one, two and three.
Car Allowance Car allowance in an To cover all automobile
amount consistent with operating and miscellane-
that awarded to other ous expenses, including
senior executives of insurance, fuel, main-
the Company (currently tenance, etc.
$900 a month)
Benefits Benefits as are made
available to other execu-
tives of the Company, in-
cluding participation in
the Company's health,
medical, dental and in-
surance programs, commenc-
ing on the first day of
the month following 60
days of continuous employ-
ment service. You will be
eligible to enroll in the
Company's 401(k) plan on
the first day of the month
following one year of em-
ployment service.
Vacation Three (3) weeks per year
Exhibit 10.2
August 27, 1998
Mr. John C. Carson
888 Oleander Street
Boca Raton, FL 33486
Dear John:
This letter will serve to confirm the agreement which we have reached
with respect to (i) the termination of your employment with Triarc Companies,
Inc. ("Triarc" or the "Company"), and its subsidiaries on August 31, 1998 (the
"Effective Date") and (ii) your rendering consulting services to Triarc and its
subsidiaries beginning on the Effective Date. The payments to be made to you
under this Letter Agreement shall be made in lieu of any other amount that would
otherwise be payable to you pursuant to any other agreement or understanding.
1. Effective as of the Effective Date, you will resign as an employee of
Triarc and as an officer, director and employee of any direct and indirect
subsidiaries or affiliates of Triarc, including without limitation, Royal Crown
Company, Inc. ("Royal Crown"; Triarc and all such subsidiaries and affiliates
being collectively, the "Triarc Group"), which you serve in any such capacity.
You will receive your normal base salary through the Effective Date and you will
have no employment relationship with any member of the Triarc Group subsequent
to the Effective Date. You are entitled to reimbursement of all reasonable,
actual, ordinary and necessary travel and other reasonable business expenses
that you have incurred as the necessary part of discharging your duties as an
employee of the Triarc Group prior to the Effective Date. Royal Crown will
reimburse you for such expenses to the extent heretofore unreimbursed, subject
to your submission of reasonable and appropriate documentation to Royal Crown.
2. Commencing on the Effective Date, you will become a consultant to the
Triarc Group until the earlier of (i) August 31, 1999 or (ii) the date you
commence full-time employment with another employer (such period is referred to
herein as the "Consulting Period"), and subject to Paragraph 12 below, you will
be paid $1,000.00 in consideration thereof. In addition, subject to paragraphs
11 and 13 below, during the Consulting Period Royal Crown will continue to
provide you an automobile allowance of $900.00 per month.
3. No later than the Effective Date, you will return to Triarc all
Triarc Group owned or supplied property, such as credit cards, computers, fax
machines, pagers, cellular phones, printers, files, etc.
4. Subject to Paragraph 8, from the date hereof, through the end of the
Consulting Period (such final day, the "Termination Date"), you and your family
members will be eligible to participate in the group medical, dental and life
insurance plans (currently provided by UNICARE Life and Health Insurance Co. or
any successor entity) and vision care plan in effect from time to time for em-
ployees of Royal Crown (but not in Royal Crown's disability insurance plan or
accident insurance plan), provided such participation is permitted and continues
to be permitted by each such plan or program. If such participation is not
permitted, the Triarc Group will use its reasonable best efforts to provide you
with coverage which is reasonably comparable to such plan or programs. Such
coverage shall be provided on the same basis as such other plans or programs are
then being provided to you immediately before your participation terminates
thereunder. Eligibility will be dependent upon your contribution to such plans
in the same amounts required from active employees. Your eligibility to
participate in Triarc's 401(k) Plan will cease as of the Effective Date;
however, you may, in your sole discretion, keep your account in Triarc's 401(k)
Plan, if permitted, or remove all or part thereof at any time or times in
accordance with the terms of such 401(k) Plan.
5. You and your family members will be entitled, at your election, for a
period of 18 months commencing on the date the provisions of Paragraph 4 have
terminated, to continue your coverage under all health and medical insurance
policies, at your own cost, pursuant to Section 4980B of the Internal Revenue
Code of 1986, as amended, or under Part 6 of Title I of the Employee Retirement
Income Security Act of 1974, as amended, to the extent such coverage is
available.
6. Subject to Paragraph 12 below, on or before September 30, 1998, (i)
Triarc agrees to pay you a lump sum payment of $800,000.00 and (ii) you will
receive a lump sum payment of $26,923.08 with respect to unused vacation time
that you have earned through the Effective Date. In addition, subject to the
next sentence of this Paragraph 6 and Paragraph 12 below, Triarc shall pay you
an additional $800,000.00 commencing August 31, 1999, payable in semi-monthly
installments of $33,333.33 for a period of twelve (12) months. If you have
secured full-time employment prior to the commencement of these semi-monthly
payments, or if you secure full-time employment during the period of these
semi-monthly payments, the semi-monthly payments required to be made by Triarc
after you begin receiving payments from your new employer shall be offset by the
cash compensation you earn from any such new employer during the period in which
you receive semi-monthly payments hereunder.
7. With respect to the fiscal year of Triarc ended January 3, 1999, you
will be recommended to receive a performance bonus for services performed during
such period, pro rated to reflect your resignation as of the Effective Date,
which bonus will be determined on the same basis as if you were still actively
employed by Royal Crown. Any such bonus shall be paid to you at the same time as
the 1998 Royal Crown bonus awards are distributed to other bonus plan
participants.
8. Your obligation to provide part-time consulting services to the
Triarc Group shall not prevent you from accepting other part-time or full-time
employment. However, you agree promptly to notify Triarc if you accept other
employment and the date such employment is to begin. On 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; or (iii) 90 days after you commence
such other full-time employment, you will cease to be eligible to participate in
the benefits provided for in Paragraph 4 above. It is understood that, if as
a condition to employment, any employer shall require you to terminate the
consulting services to be provided by you under this Letter Agreement, you will
be entitled to stop providing the consulting services. All reasonable, actual,
ordinary and necessary travel expenses incurred by you in providing the con-
sulting services hereinunder will be borne by Triarc, subject to your submission
of reasonable and appropriate documentation.
9. All of the 245,000 stock options ("Options") issued to you under the
Triarc Companies, Inc. 1993 Equity Participation Plan and the Triarc Companies,
Inc. 1997 Equity Participation Plan shall vest immediately on the Effective Date
(to the extent not already vested), and all such options shall remain
exercisable by you for a period of one year from the Effective Date. On the
Effective Date, all of the 2,250 stock options issued to you under the Triarc
Beverage Holdings Corp. 1997 Stock Option Plan will terminate and become null
and void.
10. You agree, in consideration of this Letter Agreement, that you will
(i) refrain from making any statement written or oral which is detrimental to
the best interests of the members of the Triarc Group and/or their respective
shareholders, officers, employees and directors, and (ii) treat as confidential
and not disclose (a) the terms of this Letter Agreement (except in a proceeding
to enforce the terms of this Letter Agreement) or (b) the affairs of the members
of the Triarc Group and their respective shareholders, officers, employees and
directors. You will not, for a period of four (4) years after the Effective
Date, without prior written consent of Triarc, divulge, furnish or make known or
accessible to, or use for the benefit of, anyone other than the Triarc Group,
any information of a confidential nature relating in any way to the business of
the Triarc Group, or any of their respective direct business customers, unless
(i) you are required to disclose any such information by judicial or
administrative process, or , in the opinion of your counsel, by other
requirements of law, (ii) such information is in the public domain through no
fault of you or (iii) such information has been lawfully acquired by you from
other sources unless you know that such information was obtained in violation of
an agreement of confidentiality. You agree that in addition to any other remedy
provided at law or in equity or in this Letter Agreement, Triarc shall be
entitled to a temporary restraining order and both preliminary and permanent
injunctions restraining you from violating any provision of this Paragraph 10.
Additionally, you agree that on or before the Effective Date you will return to
the Triarc Group any and all confidential and proprietary information or any
other property of the Triarc Group that is in your possession.
11. In consideration of the value referred in Paragraph 2 above and 14
below, you hereby covenant not to sue or pursue any litigation (or file any
charge with any Federal, state or local administrative agency) against, and
waive, release and discharge each member of the Triarc Group, their affiliates,
assigns, subsidiaries, parents, predecessors and successors, and the
shareholders, employees, officers, directors, representatives and agents or any
of them, from any and all charges or causes of action you may have against any
of them, including, but not limited to any claims, charges or causes of action
related to employment or termination of employment or any term or condition of
that employment under Federal, state and local statutory and common law,
including, but not limited to, any and all claims, charges or actions 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 of 1964, as amended, all claims under Federal, state or local laws
for express or implied breach of contracts, wrongful discharge, defamation,
intentional infliction of emotional distress, race, sex, age, national origin,
color, marital status, handicap, or other discrimination, and any related claims
for attorneys' fees and costs. This covenant, waiver, release and discharge
of claims expressly excludes any and all rights to indemnification which you
may have under the Certificate of Incorporation, by-laws, or similar charter
documents of any member of the Triarc Group.
12. You acknowledge and agree that you are 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 you under this Letter Agreement
(including, without limitation, the payments referred to in Paragraphs 2, 6 and
7 above); provided, however, Triarc shall be entitled to withhold from any
amounts payable under this Letter Agreement such amounts that it determines in
its sole discretion is required by law or regulation to withhold in respect of
any such payment or such greater amounts as you may request. If the Triarc Group
or any of its affiliates are required at any time to pay any monies in payment
of your tax obligations, including interest, penalties and other additions, in
respect of the payments made under this Letter Agreement, you agree to indemnify
and hold harmless the Triarc Group, its affiliates and agents or employees for
payment of any such taxes or other amounts. In addition to the foregoing, you
agree that Triarc, in its sole discretion, may deduct from any amounts payable
under this Letter Agreement (a) any amount of garnished earnings which would
have been withheld from your pay, if Triarc has been garnishing your earnings
pursuant to an order of garnishment, child support or tax lien and (b) to the
extent permitted by law, any amounts you owe to Triarc.
13. You acknowledge that you have been offered the opportunity and have
been advised in writing to consult with an attorney regarding the terms of this
Letter Agreement before signing this Letter Agreement. You further acknowledge
that you otherwise would have been provided a period of at least 21 days within
which to consider the terms of this Letter Agreement, but that you have decided,
in a knowing and voluntary manner, in consideration of the value referred to in
Paragraphs 2 above and 14 below, to sign this Letter Agreement before the
expiration of such 21 day period. This Letter Agreement shall become effective
only if you elect not to rescind this Letter Agreement. You will have seven days
following the execution of this Letter Agreement to rescind the Agreement by
notifying the Secretary of Triarc in writing of your decision to rescind. You
further agree that if you decide to rescind this Letter Agreement, Triarc Group
shall be relieved of all of its obligations hereunder, including without
limitation, Triarc Group's obligation to make the payments and provide the
benefits specified in Paragraphs 2, 4, 5, 6, 7 and 9.
14. Triarc, on behalf of itself and each member of the Triarc Group,
hereby waives, releases and discharges you from any and all claims any of them
may have against you based on facts known to any current executive officer of
Triarc, including, but not limited to, any claims related to your employment or
any term or condition of that employment. This discharge and release includes,
among other things, all claims under Federal, state or local laws for express
or implied breach of contract, failure to perform employment duties, defamation
and any related claims for attorneys' fees and costs; provided, however, that
nothing contained in this discharge and release shall release you from any
obligations arising under this Letter Agreement.
15. You agree that you will cooperate with the members of the Triarc
Group in connection with all litigations relating to the activities of Triarc
and its affiliates during the period of your employment with Triarc including,
without limitation, being available to take depositions and to be a witness at
trial, help in preparation of any legal documentation and providing affidavits
and any advice or support that Triarc or any affiliate thereto may request of
you in connection with such claims.
16. Effective as of the Effective Date, the Employment Agreement dated
as of April 24, 1993 (the "Employment Agreement") by and among Royal Crown
Company, Inc. (formerly Royal Crown Cola Co.), Triarc (as successor to DWG
Corporation) and you shall be deemed to be terminated in all respects.
17. This Letter Agreement represents the entire agreement between you
and Triarc with respect to matters referred to herein and supersedes all prior
agreements, whether written or oral, with respect thereto. This Letter Agreement
and the rights and duties of the parties hereunder shall be construed and
interpreted in accordance with the laws of the State of New York applicable to
agreements made and to be performed entirely within such State. If any section,
paragraph, sentence, clause, or phrase contained in this Letter Agreement shall
become illegal, null, or void, or shall be found to be against public policy,
for any reason, or shall be held by any court of competent jurisdiction to be
illegal, null, or void, or found to be against public policy, the remaining
sections, paragraphs, sentences, clauses, or phrases contained in this Letter
Agreement shall not be affected thereby. One or more waivers of a breach of any
provision hereunder by any party to this Letter Agreement shall not be deemed to
be a waiver of any proceeding or subsequent breach hereunder.
18. This Letter Agreement shall be binding upon and inure to the benefit
of Triarc and Royal Crown and each of their successors and assigns. This Letter
Agreement and your rights hereunder may not be assigned by you.
19. Neither the negotiation nor the execution of this Letter Agreement
shall constitute or operate as an acknowledgment or admission of any kind by the
Triarc Group that it violated or failed to comply with any provision of federal,
state, or local law.
20. The parties agree that they will not seek to introduce this Letter
Agreement as evidence for any purpose in any proceeding of any kind, other than
a proceeding to enforce the terms of this Letter Agreement.
If this Letter Agreement is in accordance with your understanding of the
entitlements and obligations pertaining to the foregoing, please sign two copies
of this Letter Agreement in the space provided and return one copy to us.
Very truly yours,
TRIARC COMPANIES, INC.
By: BRIAN L. SCHORR
Name: Brian L. Schorr
Title: Executive Vice President and
General Counsel
ROYAL CROWN COMPANY, INC.
By: MICHAEL WEINSTEIN
Name: Michael Weinstein
Title: Chief Executive Officer
ACCEPTED AND AGREED TO:
JOHN C. CARSON
John C. Carson
Date: August 31, 1998
