EXHIBIT 10.6


	
 

	
 


	
 

	
[Stockholder Letter Agreement. Separate agreements executed by Messrs.
  Frank, Jacoby 

  and Rosen]


	
 

	
 


	
 

	
January 23, 2008


	
 

	
 


	
Trian
  Acquisition I Corp. 


	
280 Park
  Avenue, 41st Floor


	
New York,
  New York 10017


	
 


	
Deutsche Bank Securities Inc.


	
Merrill
  Lynch, Pierce, Fenner & Smith 


	
     
  Incorporated


	
As
  Representatives of the several Underwriters


	
c/o Deutsche
  Bank Securities Inc.


	
60 Wall
  Street, 4th Floor


	
New York,
  New York 10005


	
 


	
 

	
Re:  
  Initial Public Offering of Trian Acquisition I Corp.





Ladies and
Gentlemen:


          This
letter is being delivered to you in accordance with the Underwriting Agreement
dated as of January 23, 2008 (the “Underwriting Agreement”), by and
between Trian Acquisition I Corp., a Delaware corporation (the “Company”),
and Deutsche Bank Securities Inc. (“Deutsche Bank”) and Merrill Lynch,
Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), as
representatives of the underwriters named in Schedule I thereto (the “Underwriters”),
relating to an underwritten initial public offering (the “Initial Public
Offering”) of the Company’s units (the “Units”), each consisting of
one share of the Company’s common stock, par value $0.0001 per share (the “Common
Stock”), and one warrant (a “Warrant”) entitling the holder thereof
to purchase one share of Common Stock. 


          Trian
Acquisition I, LLC (the “Sponsor”) has purchased from the Company (i)
23,000,000 Units (the “Sponsor Units”) pursuant to a Unit Subscription
Agreement dated as of October 29, 2007, as amended on January 23, 2008, and
(ii) 10,000,000 Warrants (the “Sponsor Warrants”) pursuant to an Amended
and Restated Sponsor Warrant Purchase Agreement dated as of January 3, 2008.
The terms of the Warrants are set forth in the Second Amended and Restated
Warrant Agreement dated as of January 23, 2008, as amended (the “Warrant
Agreement”), by and between the Company and American Stock Transfer &
Trust Company. On December 31, 2007, the Sponsor transferred 1,893,332 shares
of Common Stock included in the Sponsor Units (after giving effect to a stock
dividend declared by the Company on January 23, 2008) to certain officers and
directors of the Company and other related parties.


          In
order to induce the Company and the Underwriters to enter into the Underwriting
Agreement and to proceed with the Initial Public Offering, and in recognition
of the benefit that 






such Initial
Public Offering will confer upon the undersigned as an officer, director and/or
stockholder of the Company, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the undersigned
hereby agrees with the Company as follows: 


          1.
Approval of Business Combination or Extension Period. The undersigned
agrees that in connection with any vote of the stockholders of the Company on
(i) a proposed extension of the time period within which the Company must
consummate a Business Combination (as defined in the Company’s Amended and
Restated Certificate of Incorporation in effect on the date hereof (the “Certificate
of Incorporation”)) to up to 30 months or (ii) a proposed Business
Combination, he will vote any shares of Common Stock included in (or that were
previously part of) the Sponsor Units that are owned directly or indirectly by
him in accordance with the majority of votes cast by the holders of shares of
Common Stock included in the Units issued in the Initial Public Offering (the “IPO
Shares”). The undersigned further agrees that in connection with a
stockholder vote to approve a proposed Business Combination, he will vote any
such shares in favor of an amendment to the Certificate of Incorporation
providing for the Company’s perpetual existence following the consummation of
the Business Combination. 


          2.
Liquidation; Waiver of Claims. (a) In the event that the Company fails
to consummate a Business Combination within 24 months (or up to 30 months if
the public stockholders approve an extension pursuant to the terms of the
Certificate of Incorporation) after the date of the final prospectus included
in the Registration Statement on Form S-1 relating to the Initial Public
Offering (the “Registration Statement”), the undersigned will take all
reasonable actions within his power to (i) cause the Trust Account (as defined
in the Certificate of Incorporation) to be liquidated and the proceeds
distributed to the holders of the IPO Shares as soon as reasonably practicable
and (ii) cause the Company to liquidate as soon as reasonably practicable (the
earliest date on which the conditions in clauses (i) and (ii) are both
satisfied being the “Liquidation Date”), in each case in accordance with
the terms of the Certificate of Incorporation and all applicable laws. 


                    (b)
The undersigned hereby waives any and all right, title, interest or claim of
any kind in or to any distributions of the Trust Account as a result of such
liquidation of the Company with respect to any shares of Common Stock included
in (or that were previously part of) the Sponsor Units that are owned directly
or indirectly by him. In addition, the undersigned hereby waives any right,
title, interest or claim of any kind in respect of any monies in the Trust
Account the undersigned may have in the future as a result of, or arising out
of, any contracts or agreements with the Company and will not seek recourse or
make any claim against the Trust Account for any reason whatsoever; provided
that the foregoing waiver shall not apply (i) to the extent the undersigned is
entitled to be indemnified by the Company pursuant to the Certificate of
Incorporation, the by-laws of the Company or applicable law or pursuant to any
indemnity agreement entered into with the Company or (ii) in respect of any
rights or claims the undersigned may have as a result of holding Units, IPO
Shares, Warrants or other securities of the Company (other than the Sponsor
Units, the Sponsor Warrants and the securities underlying or issuable upon
exercise of such securities).


          3.  Transfer Restrictions. The
undersigned will not assign, alienate,
pledge, attach, sell or otherwise transfer or encumber (each, a “transfer”),
directly or indirectly, any Sponsor 


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Units or any
shares of Common Stock or Warrants included in (or that were previously part
of) the Sponsor Units (including the Common Stock issuable upon exercise of
such Warrants) that he currently owns or may acquire hereafter from the date
hereof 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 will be made in accordance with applicable securities
laws. Any transfer of securities pursuant to this Paragraph 4 after the date
hereof shall be subject to the condition that the Permitted Transferee shall
have agreed in writing to be bound by the terms of Paragraphs 1, 2, 4 and 7
hereof.


                    “Permitted
Transferee” means (i) the Company, any of the Company’s officers, directors
and employees, any Affiliates or Family Members of such individuals, the
Sponsor, Trian Partners, any Affiliates of the Company, the Sponsor or Trian
Partners and any officers, directors, members and employees of the Sponsor,
Trian 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 of 1933, as amended and in
effect on the date hereof (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. “Trian Partners” means Trian Fund Management, L.P.,
together with the funds and accounts it and its Affiliates manage.


          4.
Limitation on Compensation. (a) Neither the undersigned nor any Family
Member or Affiliate of the undersigned will be entitled to receive, and no such
person will accept, a finder’s fee, consulting fee or any other compensation
from the Company for services rendered to the Company prior to or in connection
with the consummation of a Business Combination, other than (i) reimbursement
for any out-of-pocket expenses relating to the Initial Public Offering, the
performance of his duties as an officer or director and identifying,
investigating and consummating a Business Combination, (ii) by virtue of
ownership of Sponsor Units, Sponsor Warrants or any securities included in or
issuable upon exercise of such securities and (iii) pursuant to the letter
agreement dated as of the date hereof, between the Company and Trian Fund
Management, L.P., relating to the provision of administrative services to the
Company.


                    (b)
Neither the undersigned nor any Family Member or Affiliate of the undersigned
will accept a finder’s fee, consulting fee or any other compensation (other
than by virtue of ownership of Sponsor Units, Sponsor Warrants or any
securities included in or issuable upon exercise of such securities) or fees
from any other entity in connection with a Business Combination, other than
compensation or fees that may be received for any services provided following
such Business Combination.


          5.
Representations and Warranties. The undersigned represents and warrants
that:


                    (a)
Except as described in the Registration Statement, there are no claims,
payments, arrangements, contracts, agreements or understandings relating to the
payment of a 


3






brokerage
commission or finder’s, consulting, origination or similar fee by the
undersigned with respect to the sale of the securities pursuant to the
Underwriting Agreement or any other arrangements, agreements or understandings
by the undersigned that may affect the Underwriters’ compensation pursuant to
the Underwriting Agreement; 


                    (b)
He is not subject to or a respondent in any legal action for, any injunction,
cease-and-desist order or order or stipulation to desist or refrain from any
act or practice relating to the offering of securities in any jurisdiction; 


                    (c)
He has never been convicted of or pleaded guilty to any crime (i) involving any
fraud or (ii) relating to any financial transaction or handling of funds of
another person or (iii) pertaining to any dealings in any securities and the
undersigned is not currently a defendant in any such criminal proceeding; 


                    (d)
He has never been suspended or expelled from membership in any securities or
commodities exchange or association or had a securities or commodities license
or registrations denied, suspended or revoked; and


                    (e)
He has full right and power, without violating any agreement by which he is
bound, to enter into this letter agreement.


                    (f)
He is an “accredited investor” as that term is defined in Rule 501 of
Regulation D promulgated under the Securities Act.


          The
undersigned acknowledges and understands that the Company and the Underwriters
will rely upon the agreements, representations and warranties set forth herein
in proceeding with the Initial Public Offering. Nothing contained herein shall
be deemed to render the Underwriters a representative of, or a fiduciary with
respect to, the Company, its stockholders, or any creditor or vendor of the
Company with respect to the subject matter hereof. 


          This
letter agreement shall be binding on the undersigned and such person’s
successors and assigns. This letter agreement shall terminate on the earlier of
(i) the consummation of a Business Combination and (ii) the Liquidation Date; provided that such termination
shall not relieve the undersigned from liability for any breach of this letter
agreement prior to its termination, and
provided further that paragraph 2 of this letter agreement shall survive a
termination pursuant to clause (ii).


          This
letter agreement constitutes the entire agreement and understanding between the
parties with respect to the subject matter hereof and supersedes all prior
agreements and understandings (whether written or oral) between the parties
relating to such subject matter. None of the parties shall be liable or bound
to any other party in any manner by any representations and warranties or
covenants relating to such subject matter except as specifically set forth
herein.


          This letter
agreement shall be governed by and construed in accordance with the laws of the
State of New York, without regard to the principles of conflicts of laws
thereof. 


4






          No
term or provision of this letter agreement may be amended, changed, waived,
altered or modified except by written instrument executed and delivered by the
party against whom such amendment, change, waiver, alteration or modification
is to be enforced.


5







	
 

	
 


	
     /s/
  Josh Frank

	
 


	


	
 


	
Name:  Josh Frank

	
 








	
 
	
 
	
 
	
 

	
Accepted and
  agreed: 
	
 

	
 
	
 
	
 

	
TRIAN ACQUISITION I CORP.
	
 

	
 
	
 
	
 

	
By:
	
     /s/
  Greg Essner
	
 

	
 
	

	
 

	
 
	
Name:  
	Greg Essner
	
 

	
 
	
Title:
	
Treasurer, Chief Financial Officer
and Assistant Secretary
	
 




6







	
 

	
 

	
 


	
 

	
 

	
 


	
ACCEPTED AND
  AGREED: 

	
 


	
 

	
 

	
 


	
DEUTSCHE BANK
  SECURITIES INC.

	
 


	
 

	
 

	
 


	
By:

	
           /s/
  Bradley Miller

	
 


	
 

	


	
 


	
 

	
Name:
   Bradley Miller

	
 


	
 

	
Title:
     Managing Director

	
 


	
 

	
 

	
 


	
By:

	
          /s/
  John Shaw

	
 


	
 

	


	
 


	
 

	
Name:
   John Shaw

	
 


	
 

	
Title:   
  Managing Director

	
 


	
 

	
 

	
 


	
ACCEPTED AND
  AGREED:

	
 


	
 

	
 


	
MERRILL LYNCH, PIERCE, FENNER & SMITH 
INCORPORATED

	
 


	
 

	
 

	
 


	
By:

	
           /s/
  Thomas Reilly

	
 


	
 

	


	
 


	
 

	
Name:
   Thomas Reilly

	
 


	
 

	
Title:
     Vice President

	
 





7







	
 

	
 


	
     /s/
  Brian Jacoby

	
 


	


	
 


	
Name:  Brian Jacoby

	
 








	
 

	
 

	
 

	
 


	
Accepted and
  agreed:

	
 


	
 

	
 

	
 


	
TRIAN ACQUISITION I CORP.

	
 


	
 

	
 

	
 


	
By:

	
     /s/ Greg Essner

	
 


	
 

	


	
 


	
 

	
Name:

	
Greg Essner

	
 


	
 

	
Title:

	
Treasurer, Chief Financial Officer
and Assistant Secretary

	
 





6







	
 

	
 

	
 


	
ACCEPTED AND
  AGREED: 

	
 


	
 

	
 

	
 


	
DEUTSCHE BANK
  SECURITIES INC.

	
 


	
 

	
 

	
 


	
By:

	
           /s/
  Bradley Miller

	
 


	
 

	


	
 


	
 

	
Name:
   Bradley Miller

	
 


	
 

	
Title:
     Managing Director

	
 


	
 

	
 

	
 


	
By:

	
          /s/
  John Shaw

	
 


	
 

	


	
 


	
 

	
Name:
   John Shaw

	
 


	
 

	
Title:
     Managing Director

	
 


	
 

	
 

	
 


	
ACCEPTED AND
  AGREED:

	
 


	
 

	
 

	
 


	
MERRILL LYNCH, PIERCE, FENNER & SMITH 

  INCORPORATED

	
 


	
 

	
 

	
 


	
By:

	
           /s/
  Thomas Reilly

	
 


	
 

	


	
 


	
 

	
Name:
   Thomas Reilly

	
 


	
 

	
Title:
     Vice President

	
 





7







	
 

	
 


	
     /s/
  Stuart Rosen

	
 


	


	
 


	
Name:  Stuart Rosen

	
 








	
 

	
 

	
 

	
 


	
Accepted and
  agreed: 

	
 


	
 

	
 

	
 


	
TRIAN ACQUISITION I CORP.

	
 


	
 

	
 

	
 


	
By:

	
     /s/ Greg Essner

	
 


	
 

	


	
 


	
 

	
Name:

	
Greg Essner

	
 


	
 

	
Title:

	
Treasurer, Chief Financial Officer
and Assistant Secretary

	
 





6







	
 

	
 

	
 


	
 

	
 

	
 


	
ACCEPTED AND
  AGREED: 

	
 


	
 

	
 

	
 


	
DEUTSCHE BANK
  SECURITIES INC.

	
 


	
 

	
 

	
 


	
By:

	
           /s/
  Bradley Miller

	
 


	
 

	


	
 


	
 

	
Name:
   Bradley Miller

	
 


	
 

	
Title:
     Managing Director

	
 


	
 

	
 

	
 


	
By:

	
          /s/
  John Shaw

	
 


	
 

	


	
 


	
 

	
Name:
   John Shaw

	
 


	
 

	
Title:   
  Managing Director

	
 


	
 

	
 

	
 


	
ACCEPTED AND
  AGREED:

	
 


	
 

	
 


	
MERRILL LYNCH, PIERCE, FENNER & SMITH 
INCORPORATED

	
 


	
 

	
 

	
 


	
By:

	
           /s/
  Thomas Reilly

	
 


	
 

	


	
 


	
 

	
Name:  Thomas
  Reilly

	
 


	
 

	
Title:
     Vice President

	
 





7