Agreement

1. Employment, Duties and Acceptance

by The Wendy's Co
March 30th, 2000

                                                Exhibit 10.3


            EMPLOYMENT AGREEMENT, made as of February 24, 2000 (the
"Effective Date"), between TRIARC COMPANIES, INC. ("Triarc") and John L.
Barnes, Jr. (the "Employee").

            1.    Employment, Duties and Acceptance

                  1.1.  Triarc  hereby  employs the  Employee,  for the Term (as
hereinafter  defined) to render exclusive and full-time  services to Triarc as a
senior  executive  officer of Triarc with the title of Executive  Vice President
and Chief Financial Officer and, in connection therewith, to perform such duties
commensurate  with such office,  as shall be assigned to him by the Chairman and
Chief Executive Officer or the President and Chief Operating Officer.

                  1.2. The Employee hereby accepts such employment and agrees to
render the exclusive,  full-time  services described above. The Employee further
agrees to accept  election and to serve during all or any part of the Term as an
officer,  director or  representative  of any subsidiary or affiliate of Triarc,
without any  compensation  therefor other than that specified in this Agreement.
Employee  may  (i)  serve  on  corporate,   civic,  professional,   educational,
philanthropic  or charitable  boards or committees and (ii) deliver  lectures or
fulfill speaking  engagements,  as long as such activities do not  significantly
interfere with the performance of Employee's responsibilities hereunder.

                  1.3.  The duties to be  performed  by the  Employee  hereunder
shall be performed primarily in New York, New York, subject to reasonable travel
requirements on behalf of Triarc. Triarc shall not relocate the Employee outside
of New York,  New York without his prior written  consent.  The Employee will be
entitled  to such  amounts  of paid  vacation  time  as are  comparable  to that
provided to other senior  executives of Triarc (but in any event,  not less than
four weeks per annum).

            2.    Term of Employment

                  The term of the  Employee's  employment  under this  Agreement
(the "Term") shall commence as of the Effective Date, and, subject to Section 4,
shall end on the third  anniversary of the Effective  Date;  provided,  however,
that the Term shall automatically be extended for successive one-year periods on
each annual  anniversary of the Effective  Date unless,  not later than 180 days
preceding  the date of any such  extension,  Triarc or the  Employee  shall have
given written  notice to the other party that it does not wish to further extend
the Term (the Term and,  unless the period of  employment is not so extended (as
provided for in the above proviso), such additional period(s) of employment, are
collectively referred to herein as the "Term"). Each successive 12 month period






(commencing on the date hereof) during the Term of this Agreement is sometimes
referred to herein as a "Contract Year."

            3.    Compensation

                  3.1. During the Term,  Triarc agrees to pay to the Employee as
his salary (the  "Salary")  for the  services to be performed by him as provided
herein  compensation at the rate of $475,000 per year,  payable in equal monthly
installments or more frequently,  less such deductions or amounts to be withheld
as shall be required by applicable law and regulations. Triarc may increase, but
not decrease the Salary from time to time during the Term.

                  3.2. In addition to the  Salary,  the  Employee  shall also be
eligible during each of Triarc's  fiscal years (a "Fiscal Year")  throughout the
Term to receive bonuses from time to time as appropriate, in the sole discretion
of Triarc, and to participate in the 1999 Executive Bonus Plan. The aggregate of
such bonus  payments  with  respect to any such fiscal year shall be referred to
herein as that fiscal year's "Bonus".

                  3.3.  Triarc agrees to reimburse the Employee for or to pay at
the Employees' direction all expenses reasonably incurred by the Employee in the
course of performing  his duties under this  Agreement.  The Employee  agrees to
submit such written  documentation as Triarc may reasonably  request in order to
verify the  expenditure  of such funds or the  incurrence  of such  expenses  to
Triarc's reasonable  satisfaction,  the submission of which shall be a condition
of reimbursement for or payment of same.

                  3.4. The Employee shall be entitled to all rights and benefits
for which he shall be eligible under any long or short-term management incentive
plan  (whether  cash or equity  based,  or  otherwise),  retirement,  retirement
savings,  profit-sharing,  pension or welfare  benefit plan,  life,  disability,
health,  dental,  hospitalization  and other forms of  insurance,  and all other
so-called  "fringe" benefits or perquisites which Triarc shall from time to time
provide  for its senior  executives.  Without  limitation,  Triarc  shall,  with
respect  to  payments  made  under  this   Agreement,   make  maximum   matching
contributions  under Triarc's 401(k) plan to the extent  permitted by applicable
law and such plan.

                  3.5.  The  Employee  will  cooperate  in  assisting  Triarc in
obtaining  a key  man  life  insurance  policy  on the  life  of  Employee,  the
beneficiary  of  which  shall  be  named by  Triarc,  including  completing  all
necessary   application  materials  and  submitting  to  one  or  more  physical
examinations with a physician of Triarc's choice.






            4.  Termination

                  4.1. If the Employee shall die during the Term, this Agreement
shall terminate,  except that the Employee's estate shall be entitled to receive
a lump sum payment in cash within 30 days of the date of death, of the following
amounts:

                  a.    to the extent not theretofore paid, Employee's then
                        current Salary through the date of termination plus
                        any Bonus amounts which have become payable and
                        any accrued vacation pay;

                  b.    two and  one-half  (2-1/2)  times  the  sum of  employer
                        contributions  paid or accrued on  Employee's  behalf to
                        any  qualified  or  nonqualified   defined  contribution
                        retirement  plans during the calendar  year  immediately
                        preceding termination.

                  In addition,  upon a termination of the Employee in accordance
with this Section 4.1,  Triarc  shall pay the  Employee's  estate at the time or
times   determined  by  Triarc,   but  in  no  event  less  rapidly  than  three
substantially  equal annual  installments  beginning no later than 30 days after
the date of death the following amounts:  (i) Employee's then current Salary for
the  remainder  of the Term  (but in no event  for  more  than two and  one-half
(2-1/2) years from the date of  termination)  and (ii) two and one-half  (2-1/2)
times the Bonus Amount (as hereinafter defined).  Furthermore,  upon termination
of the Employee in  accordance  with this Section 4.1,  Triarc shall (i) pay the
Employee's  estate,  in a lump sum in cash at the time the  Employee  would have
been  entitled  to  receive  his  Bonus for the  Fiscal  Year in which his death
occurs,  the Pro-Rata Bonus (as hereinafter  defined) for such Fiscal Year; (ii)
continue  to provide  welfare  benefits to the  Employee  and his family for the
remainder of the Term at least equal to those which were being  provided to them
at any time within the six-month  period ending on the date of  termination  and
(iii) credit the Employee with two and one-half (2-1/2)  additional years of age
and service under each of Triarc's  qualified and  nonqualified  defined benefit
pension  plans in which the Employee  participates  at the time of  termination;
provided  that in the case of a qualified  defined  benefit  pension  plan,  the
present value of the  additional  benefit the Employee  would have accrued if he
had been credited with such additional years of age and service  (computed using
the actuarial  assumptions used for purposes of the most recent actuarial report
in respect of such plan) will be paid in a lump sum in cash  within  thirty (30)
days after the date of  termination;  further  provided  that, in computing such
additional  benefit,  the Employee shall be deemed to earn compensation for such
additional  two and  one-half  (2-1/2)  year  period  at the same rate as in the
calendar year  immediately  preceding such  termination.  To the extent that the
benefits  provided for in clause (ii) are not permissible  after  termination of
employment under the terms of Triarc's benefit plans in effect, Triarc shall pay
to the Employee's  estate in a lump sum in cash within  thirty (30) days after






the date of termination an amount equal to the after-tax cost of acquiring on a
non-group basis, for the remainder of the Term, those benefits lost to the
Employee and/or to the Employee's family as a result of the Employee's
termination.  Employee's estate  shall also be  entitled  to receive  those
death  benefits to which the Employee  is  entitled  as of the date of the
Employee's  death under any death benefit plans, policies or arrangements of
Triarc.

                  "Bonus  Amount"  shall mean:  the  greatest of (a) the largest
Bonus paid to Employee in respect of the two Fiscal Years  preceding the date of
termination  minus,  in the  case  of any  Bonus  being  used  for  purposes  of
calculating  this clause (a) with respect to Fiscal Year 1998 or 1999,  $175,000
(the "Look-Back Bonus"), (b) the Bonus which would have been paid to Employee in
respect of the Fiscal Year in which  termination  occurs if Triarc  attained its
budgeted  financial  performance,  and accomplished any other targeted goals for
such year, as reasonably  determined by the Compensation  Committee of the Board
of Directors (the "Target Bonus") or (c) the Bonus which would have been paid to
the Employee in respect of the Fiscal Year in which termination  occurs based on
Triarc's actual  performance,  and actual  accomplishment  of any other targeted
goals, as reasonably  determined by the  Compensation  Committee of the Board of
Directors (the "Actual Bonus").

                  "Pro-Rata Bonus" shall mean: the product of (x) the Bonus
Amount and (y) the number of days elapsed in such year  proceeding  the date of
termination divided by 365.

                  4.2.   Triarc  may  terminate  the  Term  of  the   Employee's
employment hereunder after having established Employee's Disability (pursuant to
the definition of "Disability"  set forth below),  by giving to Employee written
notice of its  intention to  terminate  Employee's  employment.  In such a case,
Employee's  employment  with Triarc shall  terminate  effective on the 180th day
after receipt of such notice (the "Disability  Effective Date"),  provided that,
within 180 days after such  receipt,  Employee  shall not have  returned to full
performance of Employee's duties.  For purposes of this Agreement,  "Disability"
means personal injury, illness or other cause which, after the expiration of not
less than 180 days after its  commencement,  renders  Employee unable to perform
his duties with  substantially the same level of quality as immediately prior to
such  incident and such  disability is determined to be total and permanent by a
physician  selected  by Triarc or its  insurers  and  acceptable  to Employee or
Employee's legal  representative  (such agreement as to acceptability  not to be
withheld unreasonably).

Notwithstanding  such  termination,  the  Employee  shall  be  entitled  to  the
following amounts:






            (a) the  amounts  described  in  clauses  (a)  and (b) of the  first
paragraph of Section 4.1,  paid in a lump sum in cash within 30 days of the date
of such termination;

            (b) the  Pro-Rata  Bonus for the Fiscal Year in which the  effective
date of the  termination  occurs,  paid in a lump  sum in cash at the  time  the
Employee would have been entitled to receive his Bonus for such Fiscal Year;

            (c) the amount  described in clause (iii) of the second  sentence of
the second full paragraph of Section 4.1 and to receive the benefits, or payment
in lieu of benefits,  described in clause (ii) of the second  sentence and third
sentence,  of the second full  paragraph of Section  4.1,  paid in a lump sum in
cash within 30 days of the date of such termination.  In addition, to the extent
permitted by any plan,  the Employee shall be entitled to receive any disability
payments to which he is eligible pursuant to any plan referred to in Section 3.4
above; and

            (d) the  amounts  described  in  clauses  (i) and (ii) of the  first
sentence of the second full  paragraph of Section 4.1 payable to the Employee at
the time or times  determined by the  Corporation,  but in no event less rapidly
then three substantially equal installments  beginning on the 30th day after the
termination of the Term under this Section 4.2.

                  4.3.  This  Agreement may be terminated by Triarc prior to its
scheduled  termination date only for Cause (as defined below). If this Agreement
shall be  lawfully  terminated  by Triarc for Cause  during  the Term,  Triarc's
obligation to pay  compensation  or other payments  hereunder or otherwise to or
for the  benefit  of the  Employee  shall  cease on the  effective  date of such
termination; provided, however, that within 30 days of the effectiveness of such
termination,  Triarc  shall pay the  Employee  all  Salary,  business  expenses,
amounts  payable  under any plan or benefit  program or other  amounts that were
accrued or incurred but unpaid or unreimbursed  (including vacation time) at the
effective date of such  termination.  As used herein the term "Cause" shall mean
only (i) the willful and continued failure of Employee to perform  substantially
his duties with Triarc (other than any such failure  resulting  from  Employee's
incapacity due to physical or mental  illness or any such failure  subsequent to
Employee  being  delivered  a Notice of  Termination  (as defined in Section 12)
without Cause by Triarc or Employee  delivering a Notice of Termination for Good
Reason  to  Triarc)  after a  written  demand  for  substantial  performance  is
delivered to Employee by the Board of Directors  which  specifically  identifies
the  manner in which the Board  believes  that  Employee  has not  substantially
performed  Employee's duties and Employee has failed to cure such failure to the
reasonable  satisfaction of the Board,  (ii) the willful engaging by Employee in
gross  misconduct  which  results  in  substantial   damage  to  Triarc  or  its
affiliates,   or  (iii)   Employee's   conviction   (by  a  court  of  competent
jurisdiction,  not  subject  to further  appeal)  of, or  pleading  guilty to, a
felony.  For purpose of this  Section  4.3, no act or failure to act by Employee
shall be considered "willful" unless done or  omitted  to be done by  Employee






in bad faith and  without  reasonable belief that Employee's action or omission
was in the best interests of Triarc or its affiliates.  Any act, or failure to
act, based upon authority given pursuant to a  resolution  duly  adopted by the
Board or based upon the advice of counsel for Triarc shall be conclusively
presumed to be done, or omitted to be done, by Employee in good faith and in the
best  interests  of Triarc.  Cause shall not exist unless and until Triarc has
delivered to Employee, along with the Notice of Termination for Cause, a copy
of a resolution duly adopted by three-quarters (3/4) of the entire Board
(excluding Employee if Employee is a Board member) at a meeting of the Board
called and held for such purpose (after reasonable notice to Employee and an
opportunity for Employee,  together with counsel, to be heard before the
Board), finding that in the good faith opinion of the Board an event set
forth in clauses (i) - (iii) above has occurred and specifying the particulars
thereof in detail. The Board must  notify  Employee  of any event constituting
Cause within ninety (90) days following the Board's knowledge of its existence
or such event shall not constitute Cause under this Agreement.

                  4.4. This Agreement  shall, at the option of the Employee,  be
deemed to have been  terminated by Triarc without  Cause,  following a Change in
Control (as defined herein). The term "Change in Control" shall mean:

                        (i) the  acquisition  by any  person of more than 50% of
            the combined voting power of the outstanding  securities entitled to
            vote generally in the election of directors of Triarc,  followed by,
            without the prior consent of the Employee, any meaningful diminution
            in the Employee's duties or authority in effect immediately prior to
            such acquisition;

                        (ii) a  majority  of the  Board of  Directors  of Triarc
            shall be individuals who are not nominated by the Board of Directors
            of Triarc,  followed by,  without the prior consent of the Employee,
            any meaningful  diminution in the Employee's  duties or authority in
            effect immediately prior to such nomination; or

                        (iii)  neither Messrs. Nelson Peltz nor Peter W. May
            being Chairman and Chief Executive Officer and President and Chief
            Operating Officer, respectively, of Triarc.

The  ownership or  acquisition  of any portion of the  combined  voting power of
Triarc by DWG Acquisition  Group,  L.P.,  Nelson Peltz or Peter W. May or by any
person  affiliated  with such persons  shall in no event  constitute a Change in
Control. The merger, consolidation or sale of assets of Triarc or any subsidiary
of Triarc with or to any  corporation  or entity  controlled by DWG  Acquisition
Group,  L.P., Nelson Peltz or Peter W. May or by any person affiliated with such
persons shall in no event constitute a Change in Control.






                  4.5.  In the event of the  termination  of this  Agreement  in
accordance  with Sections 4.1, 4.2 or 4.6, (A) all non-vested  stock options and
any other non-vested stock or stock-based  awards (whether issued by Triarc or a
subsidiary of Triarc) then owned by the Employee shall vest  immediately  and in
their  entirety;  provided,  that,  in the case of options or awards  granted by
Triarc Beverage  Holdings Corp.,  this Section 4.5 shall not be operative unless
and until such vesting would not  constitute a default or an event of default or
result in a mandatory  prepayment  requirement  under the terms of any agreement
for indebtedness for borrowed money (each a "Financing Limitation");  (B) all of
the Employee's (1) stock options or other stock based awards  (whether issued by
Triarc or a subsidiary of Triarc)  granted to Employee on or after the Effective
Date or (2) Triarc stock options  (including  those  previously  vested) granted
before the  Effective  Date if the  exercise  price  thereof is greater than the
closing  price of Triarc's  common  stock on the New York Stock  Exchange on the
Effective  Date,  shall  remain  exercisable  until the  earlier of (i) one year
following such termination or (ii) their respective stated expiration dates; and
(C) any restricted stock then owned by the Employee shall vest immediately.

                  4.6. (A) In the event of the  termination of this Agreement by
Triarc without Cause (including  pursuant to Section 4.4) or by the Employee for
Good Reason (as hereinafter defined),  the Employee shall be entitled to receive
in a lump sum in cash  within  ten (10) days after the date of  termination  the
aggregate of the following amounts:

                  (a)  the amounts described in clauses (a) and (b) of the first
paragraph of Section 4.1;

                  (b)  Employee's then current Salary for the remainder of the
Term (but in no event for more than two and one-half (2-1/2) years from the date
of termination; and

                  (c) two and one-half (2-1/2) times the Bonus Amount; provided
that for this purpose, the Bonus Amount shall be calculated using only the Look-
Back Bonus and the Target Bonus.

            In addition,  upon  termination  of the Employee in accordance  with
this Section 4.6, the  Employee  shall:  (i) be paid the Pro-Rata  Bonus for the
Fiscal Year in which the effective date of the termination occurs, in a lump sum
in cash at the time the Employee  would have been  entitled to receive his Bonus
for  such  Fiscal  Year;  (ii)  if the  Actual  Bonus  for  the  Fiscal  Year of
termination exceeds the Bonus Amount as determined in accordance with clause (c)
immediately  above,  be entitled to receive two and one-half  (2-1/2)  times the
amount by which the Actual Bonus exceeds such Bonus Amount in a lump sum in cash
at the time the Employee  would have been entitled to receive his Bonus for such
Fiscal Year; (iii) be paid within 30 days of the date of termination, the amount
described in clause (iii) of the second sentence  of the second  full  paragraph






of Section  4.1 and shall  receive the benefits, or payment in lieu of benefits,
described in clause (ii) of the second sentence and third  sentence,  of the
second full paragraph of Section 4.1; and (iv) receive two and one-half (2-1/2)
additional years of age and service credit under each qualified and non-
qualified defined benefit pension plan of Triarc in which the Employee
participates at the time of termination.

            (B) For purposes of this Agreement, "Good Reason" means:

            (i)   any failure by Triarc to comply with any of the provisions of
                  Section 3 of this Agreement;

            (ii)  Triarc  requiring  the  Employee  to be based at any office or
                  location other than that described in Section 1.3 hereof; or

            (iii) any failure by Triarc to comply with and satisfy  Section 7 of
                  this  Agreement by causing any  successor to Triarc to fail to
                  expressly  assume and agree to perform this Agreement with the
                  Employee, to the full extent set forth in said Section 7;

provided that a termination  by the Employee with Good Reason shall be effective
only if, within 30 days  following the delivery of a Notice of  Termination  (as
defined in  Section 9) for Good  Reason by the  Employee  to Triarc,  Triarc has
failed to cure the  circumstances  giving rise to Good Reason to the  reasonable
satisfaction  of the  Employee.  For  purposes of this Section 4.6, a good faith
determination  made by the Employee  that a "Good  Reason" for  termination  has
occurred, and has not been adequately cured, shall be conclusive and binding.

                  4.7.  Triarc  acknowledges  and agrees that the Employee shall
have no duty at any time to seek other  employment  or to  mitigate  his damages
hereunder.  The amounts  payable to the Employee under this  Agreement  shall be
paid regardless of whether the Employee obtains other employment.

                  4.8.  Nothing  in this  Agreement  shall  prevent or limit the
Employee's continuing or future participation in any benefit,  bonus,  incentive
(whether cash of equity based,  or otherwise) or other plan or program  provided
by Triarc or any of its  affiliated  companies  and for which the  Employee  may
qualify,  nor shall anything herein limit or otherwise affect such rights as the
Employee may have under any stock option or other  agreements with Triarc or any
of its  affiliated  companies.  Amounts  which are vested  benefits or which the
Employee is otherwise entitled to receive under any plan or program of Triarc or
any of its  affiliated  companies  at or  subsequent  to the date on  which  the
Employee's  employment  is terminated  shall be payable in accordance  with such
plan  or  program.  Anything  herein  to the  contrary  notwithstanding,  if the
Employee  becomes  entitled  to payments  pursuant  to Section  4.6 hereof,  the
Employee agrees to waive payments under any severance plan or program of Triarc.







            5.    Inventions

                  The Employee agrees that all processes,  technologies, designs
and inventions ("Inventions"), including new contributions,  improvements, ideas
and discoveries,  whether patentable or not, conceived,  developed,  invented or
made by him during the Term of this Agreement  shall belong to Triarc,  provided
that such Inventions grew out of the Employee's work for Triarc,  are related in
any  manner  to the  business  (commercial  or  experimental)  of  Triarc or are
conceived  or made on Triarc's  time or with the use of Triarc's  facilities  or
materials.  The Employee shall further: (a) promptly disclose such Inventions to
Triarc; (b) assign to Triarc,  without additional  compensation,  all patent and
other rights to such Inventions for the United States and foreign countries; (c)
sign all papers necessary to carry out the foregoing;  and (d) give testimony in
support of the status of the  Employee as the inventor of such  inventions.  The
Employee  agrees that he will not assert any rights to any  Invention  as having
been made or  acquired  by him prior to the date of this  Agreement,  except for
Inventions, if any, disclosed to Triarc in writing prior to the date hereof.

            6.    Confidentiality

                  In order to  maintain  the fullest  degree of  confidentiality
with respect to the business and operations of Triarc:

                  6.1. The Employee shall be required to accept and fully comply
with all  security  and  communications  requirements  imposed  by  Triarc.  All
equipment and facilities  that Triarc  determines to be necessary or appropriate
for fulfilling such  communications and security  requirements shall be provided
to the Employee at Triarc's expense.  Except as otherwise provided herein,  such
equipment and facilities  shall be returned to Triarc,  as is (other than normal
wear and tear), upon the termination of this Agreement.

                  6.2. The Employee agrees that all memoranda, notes, records or
other  documents  made or compiled by the  Employee  in the  fulfillment  of his
obligations  under this  Agreement or otherwise made available to him concerning
any process,  apparatus,  service,  or product  manufactured,  used,  developed,
investigated  or seriously  considered by Triarc shall be Triarc's  property and
shall be  delivered  to Triarc on the  termination  of this  Agreement or at any
other time on Triarc's  request.  The  Employee  shall not  knowingly  use,  for
himself or others,  or divulge to others,  other than in the ordinary  course of
Triarc's business, any secret or confidential information,  knowledge or data of
Triarc (including, without limitation, names of customers of Triarc) obtained by
him as a result of his  performance  of this  Agreement,  unless  authorized  by
Triarc.






            7.    Assignment

                  This  Agreement is binding upon and shall inure to the benefit
of  the  parties   hereto  and  their   respective   successors   and   assigns.
Notwithstanding the foregoing, neither party shall assign or transfer any rights
or obligations hereunder, except that, subject to Section 4.4 hereof, Triarc may
assign or transfer this Agreement to a successor partnership,  limited liability
company, or corporation in the event of a merger, consolidation,  or transfer or
sale of all or substantially  all of the assets of Triarc,  provided that Triarc
shall  require  any  successor  to  expressly  assume and agree to perform  this
Agreement  in the  same  manner  and to the same  extent  that  Triarc  would be
required  to  perform if no such  succession  had taken  place.  As used in this
Agreement,  "Triarc" means Triarc, as hereinbefore  defined and any successor to
its business and/or assets as aforesaid which assumes and agrees to perform this
Agreement by operation of law or otherwise. Any purported assignment, other than
as provided above, shall be null and void.

            8.    Indemnification; Legal Fees

                  Triarc will  indemnify  the  employee,  to the maximum  extent
permitted by applicable law, against all costs, charges and expenses incurred or
sustained by him in connection  with any action,  suit or proceeding to which he
may be made a party by reason of his being an  officer,  director or employee of
Triarc or of any  subsidiary  or affiliate of Triarc.  Triarc shall pay directly
the fees and expenses of counsel and other experts  incurred in connection  with
the  enforcement of this Agreement,  as they may be incurred,  provided that the
Employee shall be required to reimburse Triarc for any amounts so paid unless at
least one material matter in dispute is decided in favor of Employee.

            9.    Notices

                  A. Any  termination  by Triarc with or without Cause or by the
Employee  with or without Good Reason or following a Change in Control  shall be
communicated  by  Notice  of  Termination  to the other  party  hereto  given in
accordance  with this  Section 9. For purposes of this  Agreement,  a "Notice of
Termination" means a written notice which (i) indicates the specific termination
provision in this Agreement  relied upon,  (ii) sets forth in reasonable  detail
the facts and  circumstances  claimed to provide a basis for  termination of the
Employee's  employment  under  the  provision  so  indicated  and  (iii)  if the
termination  date is other than the date of receipt of such notice specifies the
proposed termination date.

                  B. All notices,  requests,  consents and other communications,
required or  permitted to be given  hereunder,  shall be in writing and shall be
delivered  personally or sent by facsimile  transmission,  overnight  courier or
mailed,  first-class,  postage  prepaid,  by  registered  or certified  mail, as
follows:






                  if to Triarc:

                  280 Park Avenue
                  New York, NY 10017
                  Attention:  President
                  Fax:  212-451-3024

                  if to the Employee:

                  John L. Barnes, Jr.
                  31 Old Redding Road
                  Weston, CT   06883
                  Fax: 203/221-7892

or to such other address as either party shall designate by notice in writing to
the other in accordance herewith.  Any such notice shall be deemed given when so
delivered  personally,  by  facsimile  transmission  (when  the  answer-back  is
received),  or if sent by  overnight  courier,  one day after  delivery  to such
courier by the sender or if mailed, five days after deposit by the sender in the
U.S. mails.

            10.   Waiver

                  No waiver of any provision of this  Agreement or  modification
or amendment of the same shall be effective,  binding or  enforceable  unless in
writing and signed by the party to be charged therewith.

            11.   Governing Law

                  This  Agreement  shall  be  governed  by and  administered  in
accordance  with the laws of the State of New York applicable to agreements made
and to be performed entirely within such State.

            12. Certain  Additional  Payments by Triarc. (A) If it is determined
(as hereafter provided) that any payment or distribution by Triarc to or for the
benefit of the Employee, whether paid or payable or distributed or distributable
pursuant to the terms of this Agreement or otherwise pursuant to or by reason of
any other agreement,  policy,  plan,  program or arrangement,  including without
limitation any stock option,  stock  appreciation right or similar right, or the
lapse or termination of any restriction on or the vesting or  exercisability  of
any of the foregoing (a  "Payment"),  would be subject to the excise tax imposed
by  Section  4999 of the Code (or any  successor  provision  thereto)  or to any
similar  tax imposed by state or local law, or any  interest or  penalties  with
respect to such excise tax (such tax or taxes,  together  with any such interest
and penalties, are hereafter collectively referred to as the "Excise Tax"), then
the Employee  will be entitled to receive an  additional  payment or payments (a
"Gross-Up Payment") in an amount such that, after payment by the Employee of all






taxes (including any interest or penalties imposed with respect to such
taxes), including any Excise Tax, imposed upon the Gross-Up  Payment,  the
Employee retains an amount of the Gross-Up Payment equal to the Excise Tax
imposed upon the Payments.

                  (B) Subject to the  provisions of Section  12(F)  hereof,  all
determinations  required to be made under this Section 12, including  whether an
Excise  Tax is  payable by the  Employee  and the amount of such  Excise Tax and
whether a Gross-Up Payment is required and the amount of such Gross-Up  Payment,
will be made by a nationally  recognized  firm of certified  public  accountants
(the  "Accounting  Firm") selected by the Employee in his sole  discretion.  The
Employee  will  direct  the  Accounting  Firm to submit  its  determination  and
detailed  supporting  calculations  to both  Triarc and the  Employee  within 15
calendar  days  after  the  date of the  Change  in  Control  or the date of the
Employee's termination of employment, if applicable,  and any other such time or
times as may be  requested by Triarc or the  Employee.  If the  Accounting  Firm
determines  that any Excise Tax is payable by the Employee,  Triarc will pay the
required  Gross-Up  Payment to the  Employee  within  five  business  days after
receipt  of  such  determination  and  calculations.   If  the  Accounting  Firm
determines  that no Excise Tax is payable by the Employee,  it will, at the same
time as it makes such  determination,  furnish the Employee with an opinion that
he has substantial authority not to report any Excise Tax on his federal, state,
local income or other tax return. Any determination by the Accounting Firm as to
the amount of the Gross-Up Payment will be binding upon Triarc and the Employee.
As a result of the  uncertainty  in the  application of Section 4999 of the Code
(or any successor  provision thereto) and the possibility of similar uncertainty
regarding  applicable state or local tax law at the time of any determination by
the Accounting Firm hereunder,  it is possible that Gross-Up Payments which will
not have  been  made by  Triarc  should  have  been  made  (an  "Underpayment"),
consistent with the  calculations  required to be made  hereunder.  In the event
that Triarc  exhausts or fails to pursue its remedies  pursuant to Section 12(F)
hereof and the Employee  thereafter  is required to make a payment of any Excise
Tax, the Employee will direct the Accounting Firm to determine the amount of the
Underpayment  that has  occurred  and to submit its  determination  and detailed
supporting calculations to both Triarc and the Employee as promptly as possible.
Any such Underpayment will be promptly paid by Triarc to, or for the benefit of,
the Employee within five business days after receipt of such  determination  and
calculations.

                  (C) Triarc and the Employee  will each provide the  Accounting
Firm access to and copies of any books,  records and documents in the possession
of Triarc  or the  Employee,  as the case may be,  reasonably  requested  by the
Accounting Firm, and otherwise  cooperate with the Accounting Firm in connection
with the preparation and issuance of the  determination  contemplated by Section
12(B) hereof.






                  (D) The  federal,  state and local income or other tax returns
filed by the Employee will be prepared and filed on a consistent  basis with the
determination  of the Accounting  Firm with respect to the Excise Tax payable by
the Employee.  The Employee will make proper payment of the amount of any Excise
Tax,  and at the request of Triarc,  provide to Triarc  true and correct  copies
(with any  amendments)  of his  federal  income  tax  return  as filed  with the
Internal  Revenue  Service and  corresponding  state and local tax  returns,  if
relevant,  as filed  with  the  applicable  taxing  authority,  and  such  other
documents reasonably  requested by Triarc,  evidencing such payment. If prior to
the filing of the Employee's  federal income tax return, or corresponding  state
or local tax return, if relevant, the Accounting Firm determines that the amount
of the  Gross-Up  Payment  should be  reduced,  the  Employee  will  within five
business days pay to Triarc the amount of such reduction.

                  (E) The  fees  and  expenses  of the  Accounting  Firm for its
services in connection with the determinations and calculations  contemplated by
Sections 12(B) and (D) hereof will be borne by Triarc. If such fees and expenses
are initially  advanced by the Employee,  Triarc will reimburse the Employee the
full amount of such fees and expenses  within five  business  days after receipt
from the Employee of a statement therefor and reasonable evidence of his payment
thereof.

                  (F) The Employee will notify Triarc in writing of any claim by
the Internal  Revenue Service that, if successful,  would require the payment by
Triarc of a Gross-Up  Payment.  Such  notification  will be given as promptly as
practicable  but no later  than 10  business  days after the  Employee  actually
receives  notice of such claim and the Employee will further  apprise  Triarc of
the nature of such claim and the date on which  such  claim is  requested  to be
paid (in each case, to the extent known by the Employee).  The Employee will not
pay such claim prior to the earlier of (i) the expiration of the 30-calendar-day
period  following  the date on which he gives such notice to Triarc and (ii) the
date that any  payment of amount  with  respect to such claim is due.  If Triarc
notifies the Employee in writing prior to the  expiration of such period that it
desires to contest such claim, the Employee will:

            (vi)  provide  Triarc with any written  records or  documents in his
                  possession  relating  to such claim  reasonably  requested  by
                  Triarc;

            (vii) take such action in connection  with  contesting such claim as
                  Triarc will  reasonably  request in writing from time to time,
                  including without  limitation  accepting legal  representation
                  with respect to such claim by an attorney competent in respect
                  of the subject matter and reasonably selected by Triarc;

            (viii)cooperate with Triarc in good faith in order effectively to
                  contest such claim; and






            (ix)  permit Triarc to  participate in any  proceedings  relating to
                  such claim;  provided,  however, that Triarc will bear and pay
                  directly  all  costs  and  expenses  (including  interest  and
                  penalties)  incurred in connection  with such contest and will
                  indemnify  and hold  harmless  the  Employee,  on an after-tax
                  basis, for and against any Excise Tax or income tax, including
                  interest  and  penalties  with respect  thereto,  imposed as a
                  result  of  such  representation  and  payment  of  costs  and
                  expenses.  Without  limiting the foregoing  provisions of this
                  Section 12(F),  Triarc will control all  proceedings  taken in
                  connection with the contest of any claim  contemplated by this
                  Section  12(F) and, at its sole  option,  may pursue or forego
                  any and all administrative appeals, proceedings,  hearings and
                  conferences with the taxing authority in respect of such claim
                  (provided that the Employee may participate therein at his own
                  cost and  expense) and may, at its option,  either  direct the
                  Employee  to pay the tax  claimed  and  sue  for a  refund  or
                  contest the claim in any permissible  manner, and the Employee
                  agrees to prosecute such contest to a determination before any
                  administrative  tribunal,  in a court of initial  jurisdiction
                  and in one or more appellate courts, as Triarc will determine;
                  provided,  however, that if Triarc directs the Employee to pay
                  the tax claimed and sue for a refund,  Triarc will advance the
                  amount of such  payment to the  Employee  on an  interest-free
                  basis and will indemnify and hold the Employee harmless, on an
                  after-tax basis, from any Excise Tax or income tax,  including
                  interest or  penalties  with  respect  thereto,  imposed  with
                  respect to such advance; and provided further,  however,  that
                  any  extension  of the  statute  of  limitations  relating  to
                  payment of taxes for the  taxable  year of the  Employee  with
                  respect to which the contested  amount is claimed to be due is
                  limited solely to such contested amount. Furthermore, Triarc's
                  control of any such contested  claim will be limited to issues
                  with  respect  to which a  Gross-Up  Payment  would be payable
                  hereunder  and the  Employee  will be  entitled  to  settle or
                  contest,  as the case may be,  any other  issue  raised by the
                  Internal Revenue Service or any other taxing authority.

                  (G)  If,  after  the  receipt  by the  Employee  of an  amount
advanced by Triarc pursuant to Section 12(F) hereof,  the Employee  receives any
refund  with  respect to such  claim,  the  Employee  will  (subject to Triarc's
complying with the  requirements of Section 12(F) hereof) promptly pay to Triarc
the amount of such refund  (together with any interest paid or credited  thereon
after any taxes applicable thereto). If, after the receipt by the Employee of an
amount advanced by Triarc pursuant to Section 12(F) hereof,  a determination  is
made that the Employee will not be entitled  to any refund  with  respect to





such claim and Triarc does not notify the  Employee  in  writing  of its intent
to contest  such  denial or refund prior to the  expiration  of 30 calendar days
after such  determination, then such advance will be forgiven and will not be
required to be repaid and the amount of such advance will offset, to the extent
thereof,  the  amount of Gross-Up Payment required to be paid pursuant to this
Section 12.

            IN WITNESS WHEREOF,  the parties hereto have executed this Agreement
as of the day and year first above written.

                                    TRIARC COMPANIES, INC.


                                    By:  PETER W. MAY
                                         -------------------------------------
                                         Name:    Peter W. May
                                         Title:   President


                                    JOHN L. BARNES, JR.
                                    ------------------------------------------
                                    John L. Barnes, Jr.