Exhibit 10.1


   RESTRICTED STOCK AWARD AGREEMENT UNDER THE 2002 EQUITY PARTICIPATION PLAN


     RESTRICTED STOCK AWARD AGREEMENT (the  "Agreement"),  made as of ________ ,
20__,  by and between  Triarc  Companies,  Inc.  (the  "Company")  and _________
("Award Recipient"):

     WHEREAS,  the Company  maintains  the 2002 Equity  Participation  Plan (the
"Plan") under which the Performance  Compensation  Subcommittee of the Company's
Board of Directors (the  "Committee")  may, among other things,  award shares of
the Company's Class ___ Common Stock,  $.10 par value (the "Common  Stock"),  to
such eligible persons under the Plan as the Committee may determine,  subject to
terms, conditions, or restrictions as it may deem appropriate;

     WHEREAS,  pursuant  to the Plan,  the  Committee  has  awarded to the Award
Recipient a restricted stock award conditioned upon the execution by the Company
and the Award Recipient of a Restricted  Stock  Agreement  setting forth all the
terms and conditions applicable to such award in accordance with Delaware law;

     NOW, THEREFORE, in consideration of the mutual promises(s) and covenants(s)
contained herein, it is hereby agreed as follows:

     1. AWARD OF  RESTRICTED  SHARES:  Subject to the terms of the Plan and this
Agreement, the Committee hereby awards to the Award Recipient a restricted stock
award (the  "Restricted  Stock  Award") on _________,  20__ (the "Award  Date"),
covering  _____  shares of Common  Stock (the  "Restricted  Shares").  Except as
otherwise specifically provided herein, capitalized terms used herein shall have
the meanings attributed thereto in the Plan.

     2. VESTING:  Subject to the Award Recipient's continued employment with the
Company  on each  "Vesting  Date" (as  defined  below),  one-third  (1/3) of the
Restricted Shares shall vest and become  non-forfeitable on each of _____, 20__,
_____, 20__ and _____, 20__, respectively (each such date, a "Vesting Date").

     3. STOCK CERTIFICATES:  Certificates evidencing the Restricted Shares shall
be issued by the Company and shall be registered in the Award  Recipient's  name
on the stock transfer books of the Company  promptly after the date hereof,  but
shall remain in the physical custody of the Company or its designee at all times
prior  to,  in the case of any  particular  Restricted  Shares,  the  applicable
Vesting Date. As a condition to the receipt of this Restricted  Stock Award, the
Participant  shall deliver to the Company a stock power, duly endorsed in blank,
relating to the Restricted Shares.

     4. TRANSFERABILITY;  RIGHTS AS STOCKHOLDER. Prior to the applicable Vesting
Date with respect to any Restricted  Share,  (i) such Restricted Share shall not
be transferable by the Award Recipient by means of sale,  assignment,  exchange,
pledge, or otherwise; provided, however, that the Award Recipient shall have the
right to tender the  Restricted  Share for sale or exchange  with the  Company's
written  consent in the event of any tender  offer within the meaning of Section
14(d) of the  Securities  Exchange  Act of 1934 and (ii)  unless  and until such
Restricted Share is forfeited  pursuant to Paragraph 2 or Paragraph 5, the Award
Recipient  shall be  entitled  to all rights of a  stockholder  of the  Company,
including the right to vote the Restricted  Share and receive  dividends  and/or
other distributions declared on such Restricted Share.

     5. EFFECT OF TERMINATION OF EMPLOYMENT: If the Award Recipient's employment
with the Company  terminates on account of  termination  by the Company  without
cause, or on account of the Award  Recipient's  death or permanent  disability,
the Restricted Stock Award, to the extent not already not already vested,  shall
become  fully  vested and  nonforfeitable  with  respect to one hundred  percent
(100%) of the  Restricted  Shares.  Upon  termination  of the Award  Recipient's
employment with the Company for any other reason, the Restricted Stock Award, to
the extent not already vested,  shall be forfeited,  unless otherwise determined
by the Committee in its sole discretion. For purposes of this Agreement, "cause"
shall mean "cause" or any like term, as defined in any written  contract between
the Company  and the Award  Recipient  or, if not so defined,  (i) on account of
fraud,  embezzlement  or other  unlawful  or  tortious  conduct,  whether or not
involving  or against  the Company or any  affiliate,  (ii) for  violation  of a
policy of the Company of any affiliate, or (iii) for serious and willful acts or
misconduct  detrimental  to the  business  or  reputation  of the Company or any
affiliate.

     6.  BENEFICIARY:  The Award Recipient may designate a  beneficiary(ies)  to
receive the stock certificates  representing those Restricted Shares that become
vested and non-forfeitable upon the Award Recipient's death. The Award Recipient
has the right to change such beneficiary designation at will.

     7. EFFECT OF CHANGE OF CONTROL: Upon the occurrence of a Change of Control,
any  unvested  Restricted  Shares  shall be deemed  to have  become  vested  and
non-forfeitable as of immediately prior to the Change of Control.

     8. WITHHOLDING TAXES; 83(b) ELECTION:  The Award Recipient hereby agrees to
make  appropriate   arrangements  with  the  Company  for  satisfaction  of  any
applicable federal, state or local income tax, withholding  requirements or like
requirements,  including  the payment to the Company upon each  Vesting  Date(or
such later date as may be applicable  under  Section 83 of the Internal  Revenue
Code of 1986, as amended),  or other  settlement  in respect of, the  Restricted
Shares of all such taxes and requirements and the Company shall be authorized to
take such action as may be  necessary  in the opinion of the  Company's  counsel
(including,  without  limitation,  withholding  amounts from any compensation or
other  amount  owing from the  Company to the Award  Recipient)  to satisfy  all
obligations for the payment of such taxes.  Notwithstanding  the foregoing,  the
Award  Recipient  may make an election  pursuant to Section 83(b) of the Code in
respect of the Restricted  Shares and, if he does so, he shall timely notify the
Company  of such  election  and send  the  Company  a copy  thereof.  The  Award
Recipient  shall be solely  responsible  for properly and timely  completing and
filing any such election.

     9.  IMPACT ON OTHER  BENEFITS:  The  value of the  Restricted  Stock  Award
(either on the Award Date or at the time any Restricted Shares become vested and
non-forfeitable)  shall  not be  includable  as  compensation  or  earnings  for
purposes of any benefit or incentive plan offered by the Company.

     10. ADMINISTRATION:  The Committee shall have full authority and discretion
(subject  only to the  express  provisions  of the Plan) to decide  all  matters
relating to the administration  and  interpretation of this Agreement.  All such
Committee  determinations  shall be  final,  conclusive,  and  binding  upon the
Company, the Award Recipient, and any and all interested parties.

     11. RIGHT TO CONTINUED  EMPLOYMENT:  Nothing in the Plan or this  Agreement
shall  confer on an Award  Recipient  any right to continue in the employ of the
Company  or in any way  affect  the  Company's  right  to  terminate  the  Award
Recipient's employment without prior notice at any time for any reason.

     12. BOUND BY PLAN: The Agreement shall be subject to the terms of the Plan,
as  amended,  except  that  the  Restricted  Stock  Award  may not in any way be
restricted  or limited  (other than as provided in this  Agreement)  without the
Award Recipient's written consent.

     13.  FORCE  AND  EFFECT:  The  various  provisions  of this  Agreement  are
severable in their entirety. Any determination of invalidity or unenforceability
of any on provision  shall have no effect on the continuing  force and effect of
the remaining provisions.

     14.  GOVERNING  LAW:  This  Agreement  shall be  construed  and enforced in
accordance  with and  governed  by the laws of the  State of  Delaware,  without
giving effect to its conflict of laws principles.

     15. SUCCESSORS: This agreement shall be binding and inure to the benefit of
the successors, assigns and heirs of the respective parties.

     16.  NOTICE:  Unless  waived by the  Company,  any  notice  to the  Company
required under or relating to this  Agreement  shall be in writing and addressed
to the Secretary of the Company.

     17. ENTIRE AGREEMENT:  This Agreement contains the entire  understanding of
the  parties  and shall not be  modified  or amended  except in writing and duly
signed by the  parties.  No waiver by either  party of any  default  under  this
Agreement shall be deemed a waiver of any later default.

     IN WITNESS  WHEREOF,  the parties have signed this Agreement as of the date
hereof.



                                                   TRIARC COMPANIES, INC.

                                                   By:
                                                   ----------------------------
                                                   Name:
                                                   Title:



                                                   ----------------------------
                                                   [Award Recipient]