TRIARC COMPANIES INC
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>ex10-1_form8k043007.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
                                                                   EXHIBIT 10.1
                                                                   ------------


                               SERVICES AGREEMENT

        This SERVICES AGREEMENT (this "AGREEMENT") is made as of April 30, 2007
by and between Triarc Companies,  Inc., a Delaware corporation ("TRIARC"),  and
Trian Fund Management, L.P., a Delaware limited partnership ("TRIAN").

        WHEREAS,  in connection with the  restructuring  of Triarc,  Triarc and
Trian desire to enter into this Agreement to set forth the terms and conditions
upon which Trian will provide certain ongoing transition  services to Triarc as
described herein.

        NOW, THEREFORE,  and in consideration of the mutual covenants,  rights,
and  obligations  set  forth in this  Agreement,  the  benefits  to be  derived
therefrom,  and other good and  valuable  consideration,  the  receipt  and the
sufficiency of are hereby acknowledged, the parties hereto agree as follows:

        1.      TERM.  The term of this  Agreement  shall  commence on June 30,
2007 (the  "Commencement  Date") and shall  continue  until June 30,  2009 (the
"Term")  provided  that in the event that Triarc  wishes to extend the Term, it
shall  advise Trian no later than ninety (90) days prior to the  expiration  of
the Term,  and the parties shall discuss the possible  extension of the Term on
mutually acceptable terms.

        2.      SERVICES TO BE PROVIDED.  Trian shall  provide to Triarc during
the Term the services  described in this Agreement and such other  professional
and strategic  services as Triarc may  reasonably  request  (collectively,  the
"SERVICES") on an as-needed  basis within a reasonable time after a request for
such  Services by Triarc.  To the extent the  Services  are required by Triarc,
Trian  shall  make  the  individuals  listed  on ANNEX A  hereto  (or,  for the
individuals other than Messrs. Peltz and May,  replacements approved by Triarc,
which  approval  shall not be  unreasonably  withheld)  available to Triarc and
shall  ensure  that such  individuals,  if so  requested  by Triarc,  commit an
appropriate  level of time during the Term consistent with Trian's  obligations
under  this  Agreement  and  provide  Triarc  with  appropriate  access to such
individuals' skills and expertise as deemed reasonably necessary by Triarc. The
Services shall include, without limitation, the following:

                (a)     MERGERS  AND   ACQUISITIONS;   CORPORATE   DEVELOPMENT.
        Consultation  and  advice in  connection  with (i) the  evaluation  and
        acquisition  of  stock or  assets  of other  quick  service  restaurant
        businesses  or other  related  or  complementary  businesses,  (ii) the
        disposition of Triarc's  interest in Deerfield & Company LLC, (iii) any
        other strategic acquisition or disposition transactions that Triarc may
        evaluate or execute

                (b)     CAPITAL  MARKETS  TRANSACTIONS;  FINANCE AND INVESTMENT
        BANKING.  Consultation and advice in connection with corporate  finance
        and investment banking related services, including, but not limited to,
        securitization  and  capital  markets   transactions  and  transactions
        involving  Triarc's  outstanding  convertible  debt, and providing such
        other financial consultation and advice as may be required from time to
        time

<PAGE>

                (c)     LEGAL. Consultation and advice in connection with legal
        matters,  including,  without limitation,  any reporting obligations of
        Triarc under the Securities Exchange Act of 1934, as amended,  and such
        other support as Triarc shall consider to be appropriate  and necessary
        to handle such matters.

                (d)     ACCOUNTING.  Consultation and advice in connection with
        financial  presentation  and  planning  and such  other  matters as are
        reasonably  necessary for Triarc to comply with its financial reporting
        obligations to third parties,  including,  without  limitation,  report
        preparation,   compliance   with  United  States   generally   accepted
        accounting  principles  and the  Sarbanes-Oxley  Act of 2002,  footnote
        disclosure,  compilation and review and consultation and cooperation in
        connection  with the preparation of Triarc's  federal,  state and local
        tax returns, tax planning and audits.

                (e)     INVESTOR   RELATIONS  AND   CORPORATE   COMMUNICATIONS.
        Consultation  and advice in  connection  with  investor  relations  and
        corporate  communications,   including,  without  limitation,  Triarc's
        annual  report and press  releases  and  communications  with  Triarc's
        stockholders, the media, analysts and the New York Stock Exchange.

                (f)     INVESTMENTS/RESTAURANT         OPERATIONS/DISPOSITIONS.
        Consultation   and  advice  in  connection  with  Triarc's   investment
        portfolio, the growth of Triarc's restaurant operations and the sale or
        disposition  of assets  or  liabilities  in  connection  with  Triarc's
        corporate restructuring.

                (g)     OTHER.  Such  other  consultation  and advice as may be
        reasonably requested by Triarc from time to time.

        3.      FEES.  In  consideration  of the  provision of the Services and
unless terminated sooner under the terms of this Agreement, Triarc shall pay to
Trian a service fee, payable in quarterly installments commencing July 2007, as
follows:  (a) $3.0 million per quarter  during the first year of the Term;  and
(b) $1.75 million per quarter  during the second year of the Term. In the event
that any of the  individuals  designated  on Annex A fail to satisfy their time
commitment  to Triarc as provided for herein,  and,  other than with respect to
Messrs.  Peltz  and  May,  Trian  fails  to  secure  a  replacement  reasonably
acceptable  to Triarc,  in  addition to any other  remedies  provided to Triarc
hereunder,  the fees  payable  pursuant to this Section may, at the election of
Triarc (after providing Trian with notice and a reasonable  opportunity to cure
such failure, to the extent then curable),  be reduced for the remainder of the
Term by an  appropriate  amount  to  reflect  the  value  of such  individual's
services to Triarc. In the event a reduction in fees is required hereunder, the
parties  shall  negotiate in good faith to arrive at an  appropriate  reduction
under the given facts and  circumstances  and in the event the  parties  cannot
agree on such  reduction,  the matter  shall be  submitted  to  arbitration  in
accordance with Section 16.

        4.      REIMBURSEMENT  TO  TRIAN  OF  CERTAIN  COSTS.  Trian  shall  be
entitled to reimbursement for reasonable and necessary  out-of-pocket  expenses
incurred by Trian in connection with the provisions of Services;  PROVIDED THAT
Trian shall first notify and seek  approval  from Triarc prior to incurring any
expense in excess of $25,000 during a single calendar quarter.

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        5.      BILLING.  Trian shall submit to Triarc from time to time a bill
in  respect  of the  out-of-pocket  expenses  incurred  pursuant  to Section 4.
Invoices  will be in such  reasonable  detail as to identify the  out-of-pocket
expenses billed and, upon written request by Triarc, Trian shall provide Triarc
with copies of the invoices from such third parties for such  expenses.  Triarc
shall pay in cash to Trian the full amount of such approved  expenses within 30
days after receipt of such bill from Trian.

        6.      INSURANCE.  For a  period  of six  years  commencing  as of the
Commencement  Date, Triarc shall obtain extended  reporting or tail coverage on
the  directors'  and  officers'  liability  insurance  policy and the  employed
lawyers professional  liability insurance policy maintained by Triarc as of the
date hereof for the benefit of those persons who are covered by such  policies,
respectively,  as of the close of business on the date immediately prior to the
Commencement Date and who will,  commencing on the Commencement  Date,  provide
Services to Triarc under this Agreement  (including  such  individuals  who may
replace  those  persons  pursuant  to Section  3), in each  case,  on terms and
conditions  that are, in the  aggregate,  no less favorable to the insured with
respect to claims arising from acts or omissions arising prior to and including
the date  immediately  prior to the  Commencement  Date than are  currently  in
effect; PROVIDED, that such extended reporting or tail coverage can be obtained
and  maintained on  commercially  reasonable  terms and at a cost to Triarc not
greater than two hundred percent (200%) of the aggregate annual premium for the
directors' and officers'  liability  insurance  policy and the employed lawyers
professional liability insurance policy, as applicable, maintained by Triarc on
the  date  hereof;  provided,  FURTHER,  that if the  annual  premiums  of such
insurance  coverage  exceed such  amount,  Triarc  shall be obligated to obtain
policies with the greatest  coverage  available  for a cost not exceeding  such
amount.

        7.      LIMITATION ON LIABILITY; INDEMNIFICATION.

                (a)     Trian  shall have no  liability  with  respect  to, and
        shall not be obligated to indemnify  or hold  harmless  Triarc,  or its
        affiliates,   officers,   directors,   employees,   agents   or   other
        representatives  from or against  any cost,  loss,  expense,  damage or
        liability  arising out of or otherwise in respect of the performance of
        the  Services;  PROVIDED  THAT Trian shall  indemnify and hold harmless
        Triarc and its affiliates,  officers, directors,  employees, agents and
        other  representatives  of Triarc from or against any such cost,  loss,
        expense,  damage or  liability  resulting  from the  gross  negligence,
        willful misconduct or fraud of Trian or any of its officers, employees,
        partners,  members or agents.  Triarc shall indemnify and hold harmless
        Trian, its affiliates,  officers, directors, employees, agents or other
        representatives  from and against any cost,  loss,  expense,  damage or
        liability  arising out of or otherwise in respect of the performance of
        the  Services  other  than any such  cost,  loss,  expense,  damage  or
        liability  resulting from the gross negligence,  willful  misconduct or
        fraud of Trian or any of its officers, employees,  partners, members or
        agents.

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<PAGE>

                (b)     Notwithstanding   the  terms  of  any   indemnification
        agreement  between  Triarc  and  those  persons  who will be  providing
        Services to Triarc under this Agreement once they are employed by Trian
        (each  an  "Indemnification   Agreement"),  each  such  Indemnification
        Agreement  shall  continue in full force and effect with respect to the
        Services  provided  hereunder  subject to the  exclusions  set forth in
        Section  7(a).  The  indemnification  pursuant  to the  Indemnification
        Agreements  shall not be deemed  exclusive of any other rights to which
        such   persons  may  be  entitled   under   Triarc's   Certificate   of
        Incorporation  or By-laws  or under any other  agreement,  contract  of
        insurance,   vote  of  stockholders  or  disinterested   directors,  or
        otherwise,  or of the broader  power of Triarc to indemnify an agent of
        Triarc as authorized by Delaware Law.

        8.      EMPLOYEES  DEEMED TO BE  CONSULTANTS;  NOT EMPLOYEES OF TRIARC.
Employees of Trian engaged in performing the Services shall be considered to be
providing services to Triarc as its consultants.  Under no circumstances  shall
they be considered to be employees of Triarc or any of its subsidiaries.

        9.      INDEPENDENT CONTRACTOR. In performing the Services, Trian shall
be an independent  contractor and neither party hereto shall be deemed to be an
agent,  partner or  co-venturer of the other due to the terms and provisions of
this  Agreement.  For the  avoidance  of  doubt,  neither  Trian nor any of its
employees,  partners,  officers  or  agents  shall  have  any  right,  power or
authority  to bind  Triarc in any  manner  whatsoever,  except  at the  express
instruction of Triarc.

        10.     CONFIDENTIAL AND PROPRIETARY INFORMATION.

                (a)     In  addition  to  any   confidential   and  proprietary
        information   that  the  individuals   listed  on  Annex  A  heretofore
        developed, learned or became aware of as employees, directors, officers
        or  stockholders  of  Triarc  (collectively,  the  "Prior  Confidential
        Information"),  Triarc may, in  connection  with the  provision  of the
        Services under this Agreement, provide to Trian or such individuals and
        confide  in  any  of  them  additional   confidential  and  proprietary
        information (collectively,  the "Additional Confidential Information"),
        including  without  limitation:   (i)  business  methods  and  systems,
        techniques  and  methods  of  operation  developed  by  Triarc  or  its
        affiliates  and  which  Trian  recognizes  to be  unique  assets of the
        business of Triarc and its affiliates; (ii) any research or data of any
        kind;  or (iii) any  information  relating  to  strategic  plans or the
        financial  condition of Triarc or its affiliates which is not generally
        known to the public. All the Prior Confidential Information and all the
        Additional  Confidential  Information are herein sometimes  referred to
        collectively as  "Confidential  Information".  Neither Trian nor any of
        the individuals  that provide the Services  shall,  either during or at
        any time after the Term, directly or indirectly,  in any manner utilize
        or disclose  any  Confidential  Information  to any  individual,  firm,
        corporation,  company,  association  or other entity  without the prior

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<PAGE>

        consent of Triarc  (unless  legally  compelled to do so, but subject to
        the provisions of Section 10(b)). The term  "Confidential  Information"
        does not  include  information,  knowledge  or factual  data that:  (A)
        becomes part of the public knowledge or literature other than by reason
        of any  inaction  or  action  of Trian or any of the  individuals  that
        provide  the  Services;  (B)  was  disclosed  to  Trian  or  any of the
        individuals  that provide the Services  without  restriction by a third
        party that is known by Trian or any of the individuals that provide the
        Services,  after reasonable  inquiry, to have the right to disclose the
        same; or (C) was independently  developed by Trian or its agents. Trian
        further  covenants  and  agrees  that  it  will  (and  will  cause  the
        individuals  that provide the  Services to) promptly  deliver to Triarc
        all  tangible   evidence  or  any  electronic  copies  of  Confidential
        Information, prior to or at the end of the Term.

                (b)     If Trian or any  individual  that provides the Services
        becomes legally  compelled (by deposition,  interrogatory,  request for
        documents,  order,  subpoena,  civil  investigative  demand or  similar
        process  issued  by  a  court  of  competent   jurisdiction   or  by  a
        governmental body) to disclose any Confidential Information, then Trian
        will give prompt  prior  notice of such  requirement  to Triarc so that
        Triarc or any of its  affiliates  may seek a protective  order or other
        appropriate  remedy  and/or  waive  compliance  with the  terms of this
        Agreement.  If such  protective  order or other remedy is not obtained,
        and regardless of whether or not compliance with the provisions  hereof
        is waived, then only that portion of the Confidential  Information that
        Trian is advised in  writing  by  counsel  is  legally  required  to be
        disclosed  (which counsel shall be reasonably  satisfactory to Triarc),
        will  be  disclosed  by  Trian  or the  individual  that  provides  the
        Services, and commercially  reasonable efforts will be made by Trian to
        obtain  assurance  that  confidential  treatment  will be accorded such
        portion of such Confidential Information;  provided, subject to Section
        4, Triarc  shall,  at Trian's  option,  either  advance the third party
        costs  and  expenses  necessary  for  Trian  to  seek  to  obtain  such
        confidential   treatment   or   promptly   reimburse   Trian   for  its
        out-of-pocket  costs  and  expenses  incurred  to seek to  obtain  such
        assurance of confidential treatment hereunder.

                (c)     The   provisions    herein    governing    Confidential
        Information  shall be separate and in addition to any other  agreements
        or obligations that Trian and its partners, employees, or agents may be
        subject to regarding the confidential,  trade secret and/or proprietary
        nature of  information  related  to Triarc  or its  affiliates  and the
        provisions set forth herein shall not in any way supercede or otherwise
        limit any such other agreements or obligations.

        11.     ENTIRE AGREEMENT;  WAIVERS AND AMENDMENTS.  This Agreement sets
forth the entire understanding between Trian and Triarc relating to the subject
matter hereof.  Except as provided herein, this Agreement shall not be modified

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or amended, and no provision hereof shall be waived, except by an instrument in
writing signed by each of the parties  hereto,  or in the case of a waiver,  by
the party hereto against whom such waiver is sought to be enforced.

        12.     SUCCESSORS AND ASSIGNS.  The provisions of this Agreement shall
be binding  upon and inure to the benefit of the  parties and their  respective
successors and permitted  assigns.  No party may assign,  delegate or otherwise
transfer  any of its rights or  obligations  under this  Agreement  without the
prior written consent of the other party. Notwithstanding the foregoing, Triarc
(or its permitted successive assignees or transferees  hereunder) may assign or
transfer this  Agreement as a whole without  consent to an entity that succeeds
to all or substantially all of the business or assets of Triarc.

        13.     NO  THIRD  PARTY  BENEFICIARIES.   The  persons  that  will  be
providing  services to Triarc  pursuant to this Agreement shall be deemed third
party  beneficiaries  of the  provisions  set forth in Sections 6 and 7 of this
Agreement.  Except as  provided  in the  preceding  sentence,  nothing  in this
Agreement  shall  confer any rights  upon any person  which is not a party or a
successor or permitted assignee of a party to this Agreement.

        14.     TERMINATION.  This  Agreement may be terminated (a) at any time
by the written  agreement  of the parties  hereto,  (b) by either party 20 days
following  written  notice  to the  other  party of a  material  breach of this
Agreement  by such  party,  if the  defaulting  party has not cured the  breach
within such 20-day period or (c) by Triarc 20 days following  written notice to
Trian of a breach by any of Trian's principals of any agreements or commitments
to Triarc or the  failure or  inability  of Trian to deliver  the  services  of
Messrs. Peltz and May provided for hereunder, if such breach or failure has not
been cured within such 20-day period.

        15.     GOVERNING LAW. This Agreement  shall be governed by,  construed
and  enforced  in  accordance  with the laws of the State of New York,  without
regard to the conflict of laws principles thereof.

        16.     ARBITRATION.  Any dispute,  controversy or claim arising out of
or relating to this Agreement,  or the breach thereof, that the parties are not
able to  resolve  after good  faith  efforts  over a period of 15 days shall be
settled by a single  arbitrator in an  arbitration  conducted in the Borough of
Manhattan,  The City of New York, and administered by the American  Arbitration
Association  (the  "AAA").  Such  arbitration  shall  be under  the  Commercial
Arbitration  Rules  of the  AAA  and  judgment  on the  award  rendered  by the
arbitrator may be entered in any court having jurisdiction  thereof. Each party
shall  be  responsible  for  its  own  fees  and  costs  associated  with  such
arbitration.

        17.     NOTICES. All notices, demands and other communications given to
or made by either party to the other in connection with this Agreement shall be
given in writing and either personally served on an officer or other authorized
representative  of the party to which it is given or mailed by registered first
class mail, postage prepaid, to the headquarters of such party to the attention
of its chief financial officer,  with a copy to its general counsel, or to such
other address and to the attention of such persons as the party in question may
from time to time specify to the other by notice  hereunder.  All notices shall

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be deemed delivered and effective (a) if hand-delivered,  upon delivery, (b) if
telecopied (with a confirmed receipt thereof),  upon delivery or (c) if mailed,
three business days after mailing.

        18.     HEADINGS.  The  headings  contained in this  Agreement  are for
reference  purposes  only  and  shall  not in any way  affect  the  meaning  or
interpretation of this Agreement.

        19.     COUNTERPARTS.  This  Agreement  may be  executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.

        IN WITNESS  WHEREOF the parties  hereto have  executed  this  Agreement
effective as of the date first above written.



                                      TRIARC COMPANIES, INC.



                                      By: /s/ Francis T. McCarron
                                          ---------------------------
                                          Name:  Francis T. McCarron
                                          Title: Executive Vice President and
                                                 Chief Financial Officer



                                      TRIAN FUND MANAGEMENT, L.P.

                                      By:  Trian Fund Management GP, LLC,
                                           its general partner


                                      By: /s/ Peter W. May
                                          ---------------------------
                                          Name:  Peter W. May
                                          Title: Member




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                                    ANNEX A
                                    -------

Nelson Peltz
Peter W. May
Edward P. Garden
Brian L. Schorr
Chad Fauser
Joshua Frank
Brian Jacoby
Ken Lande
Jim Maxfield
Eduardo Santos*
Anne A. Tarbell
Greg Essner
David Mosse

And any other persons  employed by Triarc who become employees of Trian during
the Term.


* Mr. Santos shall be a designated individual hereunder for only so long as he
is employed by Trian in the New York metropolitan area and thereafter he shall
be deleted from Annex A and Trian shall have no further  obligation to replace
him and no fee reduction shall be required under Section 3 with respect to his
removal hereunder.





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