EXHIBIT
10.3







CO-INVESTMENT
UNIT

SUBSCRIPTION AGREEMENT


by
and between


TRIAN
ACQUISITION I CORP.


and


TRIAN
FUND MANAGEMENT, L.P.


	
 

	
 

	
 


	
 

	


	
 


	
 

	
 

	
 


	
 

	
Dated as of January 29,
  2008

	
 


	
 

	
 

	
 


	
 

	


	
 















TABLE
OF CONTENTS


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Page


	
 

	
 

	
 

	
 

	



	
 

	
 

	
 

	
 

	
 


	
ARTICLE I

	
COMMITMENT TO PURCHASE CO-INVESTMENT UNITS

	
 

	
1


	
 

	
 

	
 

	
 

	
 


	
ARTICLE II

	
PAYMENT OF PURCHASE PRICE

	
 

	
2


	
 

	
 

	
 

	
 

	
 


	
ARTICLE III

	
LIMITATIONS ON TRANSFER

	
 

	
2


	
 

	
 

	
 

	
 

	
 


	
ARTICLE IV

	
RESTRICTIVE LEGENDS

	
 

	
3


	
 

	
 

	
 

	
 

	
 


	
ARTICLE V

	
INVESTMENT REPRESENTATIONS

	
 

	
3


	
 

	
 

	
 

	
 

	
 


	
ARTICLE VI

	
COMPANY REPRESENTATIONS
  AND WARRANTIES

	
 

	
5


	
 

	
 

	
 

	
 

	
 


	
ARTICLE VII

	
MISCELLANEOUS

	
 

	
6


	
 

	
7.1

	
Successors and Assigns

	
 

	
6


	
 

	
7.2

	
Governing Law; Venue

	
 

	
6


	
 

	
7.3

	
Further Execution

	
 

	
6


	
 

	
7.4

	
Entire Agreement;
  Amendment

	
 

	
6


	
 

	
7.5

	
Severability

	
 

	
6


	
 

	
7.6

	
Counterparts

	
 

	
7


	
 

	
7.7

	
Survival

	
 

	
7


	
 

	
7.8

	
Waiver of Jury Trial

	
 

	
7










CO-INVESTMENT
UNIT SUBSCRIPTION AGREEMENT


                    This
CO-INVESTMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as
of January 29, 2008, by and between Trian Acquisition I Corp., a Delaware
corporation (the “Company”), and Trian Fund Management, L.P., a Delaware
limited partnership (the “Purchaser”).


                    WHEREAS,
the Company has filed a registration statement on Form S-1 under the Securities
Act of 1933, as amended (the “Securities Act”), with the Securities and
Exchange Commission in connection with a proposed initial public offering (the
“Initial Public Offering”) of 80,000,000 units (“Units”), each
consisting of one share of common stock of the Company, par value $0.0001 per
share (“Common Stock”), and one warrant (a “Warrant”) to purchase
one additional share of Common Stock for $7.00; 


                    WHEREAS,
in connection with the Initial Public Offering, the Purchaser has entered into
an agreement dated as of the date hereof with Deutsche Bank Securities Inc. and
Merrill Lynch & Co., as representatives of the underwriters (the “Representatives”),
pursuant to which the Purchaser has agreed to place limit orders (or to cause
one or more other Trian Partners entities to place limit orders) for up to
$75,000,000 of shares of Common Stock (the “Aftermarket Shares”) for a
period commencing two business days after the Company files a preliminary proxy
statement relating to its Business Combination (as defined in the Company’s
Amended and Restated Certificate of Incorporation) and ending on the business
day immediately preceding the record date for the meeting of stockholders at
which the Business Combination is to be approved (for purposes of this
Agreement, “Trian Partners” means the Purchaser and its Affiliates (as
defined below), together with the funds and accounts the Purchaser and its
Affiliates manage); and 


                    WHEREAS,
the Company desires to commit to issue and sell, and the Purchaser desires to
purchase and acquire (or to cause one or more other Trian Partners entities to
purchase and acquire), Co-Investment Units (as defined herein), to the extent
that Trian Partners does not purchase in full $75,000,000 of the Aftermarket
Shares, on the terms and conditions hereinafter set forth; 


                    NOW,
THEREFORE, for and in consideration of the promises and mutual covenants set
forth herein, the parties hereto agree as follows: 


ARTICLE
I

COMMITMENT TO PURCHASE CO-INVESTMENT UNITS


                    1.1
Subject to and immediately prior to the consummation of a Business Combination,
the Purchaser hereby agrees to purchase, or to cause one or more other Trian
Partners entities to purchase, from the Company, and the Company hereby agrees
to issue and sell to the Purchaser and/or such other Trian Partners entities,
the Applicable Number of units in the form attached hereto as Exhibit A (each a
“Co-Investment Unit”) at a cash purchase price of $10.00 per
Co-Investment Unit. The “Applicable Number” means a number (rounded up
to the nearest whole number) equal






to (x) the difference between $75,000,000 and the
aggregate purchase price paid by Trian Partners for the Aftermarket Shares
divided by (y) 10. Each Co-Investment Unit shall consist of one share of Common
Stock and one Warrant. The terms of the Warrants are set forth in the Second
Amended and Restated Warrant Agreement dated as of the date hereof (the “Warrant
Agreement”), between the Company and American Stock Transfer and Trust
Company, as warrant agent. With the exception of the transfer restrictions set
forth in Article III hereof and in the Warrant Agreement, the
Co-Investment Units shall be identical to the Units sold in the Initial Public
Offering. The closing of the purchase and sale of the Co-Investment Units
hereunder, including payment for and delivery of the Co-Investment Units, shall
occur at the offices of the Company immediately prior to, and subject to
consummation of, the Business Combination. 


                    1.2
The Purchaser hereby agrees to cause any Trian Partners entity that purchases
Co-Investment Units from the Company hereunder to become a party to this
Agreement and to be bound by its terms and conditions, including the transfer
restrictions set forth in Article III and the investment representations
set forth in Article V.


ARTICLE
II

PAYMENT OF PURCHASE PRICE


                    The
purchase price for the Co-Investment Units shall be tendered in full at the
closing by one or a combination of the following means: (a) wiring of immediately
available United States funds to an account for the benefit of the Company,
pursuant to wire instructions provided by the Company in advance of the closing
or (b) by delivery of a cashiers check to the Company of immediately available
United States funds. 


ARTICLE
III

LIMITATIONS ON TRANSFER


                    The
Purchaser hereby agrees (and agrees to cause Trian Partners) not to assign,
alienate, pledge, attach, sell or otherwise transfer or encumber (each, a “transfer”),
directly or indirectly,any
Co-Investment Units or any shares of Common Stock or Warrants included in (or
that were previously part of) the Co-Investment Units (including the Common
Stock issuable upon exercise of the Warrants) until 180 days following the date
of the consummation of a Business Combination, except to a Permitted
Transferee. Any transfers of such securities to a Permitted Transferee shall be
made in accordance with applicable securities laws. Any transfer of securities
pursuant to this Article III shall be subject to the condition that the
Permitted Transferee has agreed in writing to be bound by the terms of this Article
III. The Purchaser further acknowledges that the Warrants included in the
Co-Investment Units shall be subject to the transfer restrictions set forth in
the Warrant Agreement.


                    “Permitted
Transferee” means (i) the Company, any of the Company’s officers, directors
and employees, any Affiliates or Family Members of such individuals, the
undersigned, Trian Partners, any Affiliates of the Company, the undersigned or
Trian Partners and any officers, directors, members and employees of the
undersigned, Trian


2






Partners or such Affiliates, (ii) any charitable
organization, (iii) any individual pursuant to a qualified domestic relations
order, (iv) if the transferor is a corporation, partnership or limited
liability company, any stockholder, partner or member of the transferor and (v)
any individual or entity by virtue of laws or agreements governing descent or
distribution upon the death or dissolution of the transferor. “Affiliate”
has the meaning set forth in Rule 405 under the Securities Act. “Family
Member” of a person means such person’s present spouse and/or domestic
partner, parents, lineal ascendants or descendants or any siblings of any of
the foregoing, any descendants of any sibling of such person, or any estate
planning vehicle formed primarily for the benefit of such person or any of the
foregoing persons. 


ARTICLE
IV

RESTRICTIVE LEGENDS


                    All
certificates representing the Co-Investment Units (and any underlying
securities thereof) shall have endorsed thereon legends in substantially the
following forms (in addition to any other legend which may be required by other
agreements between the parties hereto): 


                              (a)
“The
Securities represented by this certificate have not been registered under the
Securities Act of 1933, as amended. The Securities may not be sold, offered for
sale, pledged or hypothecated in the absence of an effective registration
statement as to the Securities under said act or an opinion of counsel
satisfactory to the Company that such registration is not required.” 


                              (b)
“The
Securities represented by this certificate may not be not be sold, offered for
sale, pledged or hypothecated, transferred or otherwise disposed of except in
accordance with that certain Co-Investment Unit Subscription Agreement dated as
of January 29, 2008, copies of which are available for inspection at the
offices of the Company.” 


                              (c)
Any legend required pursuant to the terms of the Warrant Agreement.


                              (d)
Any legend required by state securities or blue sky laws or regulations. 


ARTICLE
V

INVESTMENT REPRESENTATIONS


                    In
connection with the purchase of the Co-Investment Units, the Purchaser
represents to the Company the following: 


                              (a)
The Purchaser is familiar with the Company’s business plans and financial
condition and has acquired sufficient information about the Company to reach an
informed and knowledgeable decision to acquire the Co-Investment Units (and the
securities underlying the Co-Investment Units). The Purchaser has been


3






afforded the opportunity to ask questions of the
executive officers and directors of the Company. The Purchaser understands that
its investment in the Co-Investment Units involves a high degree of risk. The
Purchaser has sought such accounting, legal and tax advice as it has considered
necessary to make an informed investment decision with respect to its
acquisition of the Co-Investment Units (and the securities underlying the
Co-Investment Units). The Purchaser has such knowledge and expertise in
financial and business matters, knows of the high degree of risk associated
with investments generally and particularly investments in the securities of
companies in the development stage such as the Company, is capable of
evaluating the merits and risks of an investment in the Co-Investment Units,
and is able to bear the economic risk of an investment in the Co-Investment
Units in the amount contemplated hereunder. The Purchaser understands that
there presently is no public market for the Co-Investment Units (and the
securities underlying the Co-Investment Units) and none is anticipated to
develop in the foreseeable future. The Purchaser can afford a complete loss of
its investment in the Co-Investment Units. The Purchaser is purchasing the
Co-Investment Units for investment for its own account only and not with a view
to, or for resale in connection with, any “distribution” thereof within the
meaning of the Securities Act.


                              (b)
The Purchaser understands that the Co-Investment Units (and the securities
underlying the Co-Investment Units) have not been registered under the
Securities Act or any state securities law by reason of a specific exemption
therefrom, and that the Company is relying on the truth and accuracy of, and
the Purchaser’s compliance with, the representations and warranties and
agreements of the Purchaser set forth herein to determine the availability of
such exemptions and the eligibility of the Purchaser to acquire such
Co-Investment Units, including, but not limited to, the bona fide nature of the
Purchaser’s investment intent as expressed herein.


                              (c)
The Purchaser understands that the Co-Investment Units (and the securities
underlying the Co-Investment Units) must be held indefinitely unless the
Co-Investment Units (and the securities underlying the Co-Investment Units) are
subsequently registered under the Securities Act or an exemption from such
registration is available. The Purchaser understands that the certificates
evidencing the Co-Investment Units (and the securities underlying the
Co-Investment Units) shall be imprinted with a legend that prohibits the
transfer of the Co-Investment Units (and the securities underlying the
Co-Investment Units) unless the Co-Investment Units (and the securities
underlying the Co-Investment Units) are registered or such registration is not
required in the opinion of counsel for the Company.


                              (d)
The Purchaser represents that it is an “accredited investor” as that term is
defined in Rule 501 of Regulation D promulgated under the Securities Act.


                              (e)
The Purchaser has all necessary limited partnership power and authority to
enter into this Agreement and to consummate the transactions contemplated
hereby. All limited partnership action necessary to be taken by the Purchaser
to authorize the execution, delivery and performance of this Agreement and all
other agreements and instruments delivered by the Purchaser in connection with
the transactions contemplated hereby has been duly and validly taken, and this
Agreement


4






has been duly executed and delivered by the Purchaser.
This Agreement constitutes the valid, binding and enforceable obligation of the
Purchaser, enforceable in accordance with its terms, except as enforceability
may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent transfer or similar laws of general application now or
hereafter in effect affecting the rights and remedies of creditors and by
general principles of equity (regardless of whether enforcement is sought in a
proceeding at law or in equity). The Purchaser’s obligations hereunder do not
conflict with the organizational documents of the Purchaser or with any
material contract by which the Purchaser or its property is bound, or any laws
or regulations or decree, ruling or judgment of any court applicable to the
Purchaser or its property.


                              (f)
The Purchaser did not decide to enter into this Agreement as a result of any
general solicitation or general advertising within the meaning of
Rule 502(c) of the Securities Act.


                              (g)
The Purchaser understands that no United States federal or state agency or any
other government or governmental agency has passed on or made any recommendation
or endorsement of the Co-Investment Units or the fairness or suitability of the
investment in the Co-Investment Units, nor have such authorities passed upon or
endorsed the merits of the offering of the Co-Investment Units.


ARTICLE VI

COMPANY REPRESENTATIONS AND WARRANTIES


                    In
connection with the issuance and sale of the Co-Investment Units, the Company
represents to the Purchaser the following: 


                    The
Company is a corporation duly incorporated, validly existing and in good
standing under the laws of the State of Delaware and the Company has all
necessary corporate power and authority to enter into this Agreement and to
consummate the transactions contemplated hereby. All corporate action necessary
to be taken by the Company to authorize the execution, delivery and performance
of this Agreement and all other agreements and instruments delivered by the
Company in connection with the transactions contemplated hereby has been duly
and validly taken and this Agreement has been duly executed and delivered by
the Company. This Agreement constitutes the valid, binding and enforceable
obligation of the Company, enforceable in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer or similar laws of general
application now or hereafter in effect affecting the rights and remedies of
creditors and by general principles of equity (regardless of whether
enforcement is sought in a proceeding at law or in equity). The sale by the
Company of the Co-Investment Units does not conflict with the certificate of
incorporation or by-laws of the Company or any material contract by which the
Company or its property is bound, or any federal or state laws or regulations
or decree, ruling or judgment of any United States or state court applicable to
the Company or its property.


5






                    The
Co-Investment Units and the Common Stock and Warrants underlying the
Co-Investment Units have been duly authorized and, when issued, delivered and
paid for in accordance with this Agreement, the Common Stock underlying such
Co-Investment Units will be validly issued, fully paid and non-assessable and
will be free and clear of all liens and claims. The shares of Common Stock
issuable upon exercise of the Warrants have been duly authorized and, when
issued, delivered and paid for in accordance with the terms of the Warrant
Agreement, will be validly issued, fully paid and non-assessable and will be free
and clear of all liens and claims.


ARTICLE
VII

MISCELLANEOUS


                    7.1
Successors and Assigns. This
Agreement shall inure to the benefit of the successors and assigns of the
Company and, subject to the restrictions on transfer herein set forth, shall be
binding upon Purchaser and Purchaser’s successors and assigns. The Purchaser
shall be permitted to assign its obligation to purchase Co-Investment Units
under Article I, in whole or in part, to any other Trian Partners entity, provided
that such entity agrees in writing to become a party to this Agreement and to
be bound by its terms and conditions.


                    7.2
Governing Law; Venue. This
Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware without regard to the principles of conflicts of law thereof.
The parties agree that any action brought by either party to interpret or
enforce any provision of this Agreement shall be brought in, and each party
agrees to, and does hereby, submit to the jurisdiction and venue of, the
appropriate state or federal court for the district encompassing the Company’s
principal place of business. 


                    7.3
Further Execution. The
parties agree to take all such further actions as may reasonably be necessary
to carry out and consummate this Agreement as soon as practicable, and to take
whatever steps may be necessary to obtain any governmental approval in
connection with or otherwise qualify the issuance of the securities that are
the subject of this Agreement. 


                    7.4
Entire Agreement; Amendment. This
Agreement constitutes the entire agreement between the parties with respect to
the subject matter hereof and supersedes and merges all prior agreements or
understandings, whether written or oral. This Agreement may not be amended,
modified or revoked, in whole or in part, except by an agreement in writing
signed by each of the parties hereto. 


                    7.5
Severability. If
one or more provisions of this Agreement are held to be unenforceable under
applicable law, the parties agree to renegotiate such provision in good faith.
In the event that the parties cannot reach a mutually agreeable and enforceable
replacement for such provision, then (a) such provision shall be excluded
from this Agreement, (b) the balance of the Agreement shall be interpreted
as if such 


6






provision were so excluded and (c) the balance of the Agreement
shall be enforceable in accordance with its terms. 


                    7.6
Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original and all of which together shall constitute one instrument.
This Agreement or any counterpart may be executed via facsimile or electronic
mail transmission, and any such executed facsimile or electronic mail copy
shall be treated as an original. 


                    7.7
Survival. The
representations and warranties contained herein shall survive the delivery of,
and the payment for, the Co-Investment Units. 


                    7.8
Waiver of Jury Trial. Each
party hereto hereby irrevocably and unconditionally waives the right to a trial
by jury in any action, suit, counterclaim or other proceeding (whether based on
contract, tort or otherwise) arising out of, connected with or relating to this
Agreement, the transactions contemplated hereby, or the actions of Purchaser in
the negotiation, administration, performance or enforcement hereof. 


7






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


	
 
	
 
	
 
	
 

	
 
	
TRIAN ACQUISITION I CORP.

	
 
	
 

	
 
	
By:
	
/S/ DAVID I. MOSSÉ

	
 
	
 
	


	
 
	
 
	
Name:    
	
David I. Mossé

	
 
	
 
	
Title:
	
General Counsel, Secretary and 

  Chief Compliance Officer

	
 
	
 
	
 
	
 

	
 
	
TRIAN FUND MANAGEMENT, L. P.

	 
	 

	 	By: Trian Fund Management GP, LLC,

       General Partner

	
 
	
 

	
 
	
 
	
/S/ Edward P. Garden

	
 
	
 
	


	
 
	
 
	
Name:   
	
Edward P. Garden

	
 
	
 
	
Title: 
	
Member




8






Exhibit A


Form of
Co-Investment Unit


TRIAN ACQUISITION I CORP.

UNIT CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT

TO PURCHASE ONE SHARE OF COMMON STOCK


This Certifies that ____________________ is the owner
of [______] Units.


          Each
Unit (“Unit”) consists of one share of common stock, par value $0.0001 (“Common
Stock”), of Trian Acquisition I Corp., a Delaware corporation (the “Company”),
and one warrant (a “Warrant”) entitling the holder to purchase one share of
Common Stock for $7.00 per share (subject to adjustment). The terms of the
Warrants are set forth in the Second Amended and Restated Warrant Agreement,
dated as of January 23, 2008, by and between the Company and American Stock
Transfer & Trust Company, as Warrant Agent. Copies of the Warrant Agreement
are on file at the office of the Warrant Agent at 59 Maiden Lane, New York, New
York 10038, and are available to any Warrant holder on written request and
without cost. This Unit Certificate may be exchanged for certificates
evidencing the shares of Common Stock and Warrants, respectively, included in
the Units upon written request to the Company and without cost. 


          Witness
the signatures of the Company’s duly authorized officers.


          The
Securities represented by this certificate have not been registered under the
Securities Act of 1933, as amended. The Securities may not be sold, offered for
sale, pledged or hypothecated in the absence of an effective registration
statement as to the Securities under said act or an opinion of counsel
satisfactory to the Company that such registration is not required.


          The Securities
represented by this certificate may not be not be sold, offered for sale,
pledged or hypothecated, transferred or otherwise disposed of except in
accordance with that certain Co-Investment Unit Subscription Agreement dated as
of January 29, 2008, copies of which are available for inspection at the
offices of the Company.