Exhibit 10.2
                                                                [Class B Stock]
                        RESTRICTED STOCK AWARD AGREEMENT
                                    UNDER THE
                  TRIARC COMPANIES, INC. 2002 EQUITY PARTICIPATION PLAN


               RESTRICTED STOCK AWARD AGREEMENT (this "Agreement"), made as of
________ , 200_, 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 B Common Stock, $.10 par value (the "Class B
              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. DEFINED TERMS: Except as otherwise specifically provided herein, capitalized
terms used herein shall have the meanings attributed thereto in the Plan.

2. 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 _________, 200_ (the "Award Date"),
covering _____ shares of Class B Common Stock (the "Restricted Shares").

3. VESTING: Subject to the Award Recipient's continued employment with the
Company (other than as set forth in Paragraph 6),

3.1 _______(1)Restricted Shares (the "First Tranche Shares") shall be eligible
to vest and become nonforfeitable on the first anniversary of the Award Date
the "First Vesting Date") as follows:

3.1.1    if the closing price per share of Class B Common Stock
         (for purposes of this Agreement, the "fair market value")
         on the First Vesting Date is at least $14.09, then 100% of
         the First Tranche Shares shall vest and become
         nonforfeitable;

3.1.2    if the fair market value on the First Vesting Date is less than $14.09
         but greater than $12.09, then that number of Restricted Shares equal to
         the product of (a) the number of First Tranche Shares multiplied by
         (b) a fraction, the numerator of which is the excess of the fair
         market value on the First Vesting Date over $12.09 and the
         denominator of which is 2, shall vest and become nonforfeitable and
         any remaining Restricted Shares that are First Tranche Shares shall
         continue to be unvested; and

3.1.3    if the fair market value on the First Vesting Date is less
         than $12.09, then all of the First Tranche Shares shall
         continue to be unvested.

3.2 _______(2) Restricted Shares plus any of the First Tranche Shares that
continue to be unvested following the First Vesting Date (the total, the "Second
Tranche Shares") shall be eligible to vest and become nonforfeitable on the
second anniversary of the Award Date (the "Second Vesting Date") as follows:

3.2.1   if the fair market value on the Second Vesting Date is at
        least $15.09, then 100% of the Second Tranche Shares shall
        vest and become nonforfeitable;

3.2.2   if the fair market value on the Second Vesting Date is less than $15.09
        but greater than $12.09, then that number of Restricted Shares equal to
        the product of (a) the number of Second Tranche Shares multiplied by
        (b) a fraction, the numerator of which is the excess of the fair
        market value on the Second Vesting Date over $12.09 and the
        denominator of which is 3, shall vest and become nonforfeitable and
        any remaining Restricted Shares that are Second Tranche Shares shall
        continue to be unvested; and

3.2.3   if the fair market value on the Second Vesting Date is
        less than $12.09, then all of the Second Tranche Shares
        shall continue to be unvested.

3.3 ____(3) Restricted Shares plus any of the Second Tranche Shares that remain
unvested following the Second Vesting Date (the total, the "Third Tranche
Shares") shall be eligible to vest and become nonforfeitable on the third
anniversary of the Award Date (the "Third Vesting Date") as follows:

3.3.1   if the fair market value on the Third Vesting Date is at
        least $16.09, then 100% of the Third Tranche Shares shall
        vest and become nonforfeitable;

3.3.2   if the fair market value on the Third Vesting Date is less than $16.09
        but greater than $12.09, then that number of Restricted Shares equal to
        the product of (a) the number of Third Tranche Shares multiplied by (b)
        a fraction, (i) the numerator of which is the excess of the fair
        market value on the Third Vesting Date over $12.09 and (ii) the
        denominator of which is 4, shall vest and become nonforfeitable and
        any remaining Restricted Shares that are Third Tranche Shares shall
        continue to be unvested; and

3.3.3   if the fair market value on the Third Vesting Date is less
        than $12.09, then all of the Third Tranche Shares shall
        remain unvested.

3.4 Any of the Third Tranche Shares that remain unvested following the Third
Vesting Date shall (and to the extent not inconsistent with Section 6 hereof)
vest and become nonforfeitable on the fifth anniversary of the Award Date (the
"Final Vesting Date") if the fair market value on the Final Vesting Date is at
least $18.50. If the fair market value on the Final Vesting Date is less than
$18.50, all remaining unvested Third Tranche Shares shall be automatically
forfeited.

3.5 Each of the First Vesting Date, Second Vesting Date, Third Vesting Date and
Final Vesting Date may be referred to herein as a "Vesting Date."

3.6 In the event that a partial Restricted Share would vest on any Vesting Date,
the total number of Restricted Shares vesting on such Vesting Date shall be
rounded up to the nearest whole Restricted Share.

     4. 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.

     5.  TRANSFERABILITY;  RIGHTS  AS  STOCKHOLDER.  Prior to the  vesting  of a
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 3 or Paragraph 6, the Award  Recipient shall be
entitled to all rights of a stockholder  of the Company,  including the right to
vote  the   Restricted   Share;   provided  that  (i)  non-cash   dividends  and
distributions  in respect of such Restricted  Share shall be held by the Company
in escrow and paid to the Award Recipient if and when the Restricted Share vests
(and  forfeited back to the Company if it does not) and (ii) cash dividends paid
in respect  of such  Restricted  Share  shall be  withheld  by the  Company  and
credited to an account on the books of the Company (the "Dividend Account"), and
paid to the Award  Recipient,  along with  interest  thereon as described in the
following  sentence,  if and when the Restricted Share vests (and forfeited back
to the Company if it does not).  Each cash  dividend  credited  to the  Dividend
Account  shall earn  interest at a floating rate equal to five percent (5%) plus
the Base Rate (the aggregate rate referred to as the "Interest Rate"),  with the
initial  Interest  Rate  being  established  on the date of the  first  dividend
payment in respect of an unvested  Restricted  Share  following the date hereof,
and then subsequently adjusted on the first day of each January, April, July and
October thereafter.  "Base Rate" shall mean the rate published on the applicable
day (or the  preceding  business  day, if such day is not a business day) in the
Wall Street Journal for notes maturing three (3) months after issuance under the
caption "Money Rates, London Interbank Offered Rates (LIBOR)". Interest shall be
calculated  based on a 360 day year and  charged  for the actual  number of days
elapsed.

     6. 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
continue  to be  outstanding  and be  subject  to  the  vesting  and  forfeiture
provisions of this  Agreement,  as if such  termination  had not occurred.  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  employment  contract or similar  agreement  between the
Company and the Award  Recipient  or, if not so defined,  "cause" shall mean (i)
fraud,  embezzlement  or other  unlawful  or  tortious  conduct,  whether or not
involving or against the Company or any affiliate, (ii) violation of a policy of
the Company of any  affiliate,  or (iii)  serious and willful acts or misconduct
detrimental to the business or reputation of the Company or any affiliate.

     7.  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.

     8. 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.

     9. 162(m)  PERFORMANCE-BASED  AWARD: The Restricted Stock Award is intended
to be a 162(m)  Performance-Based  Award subject to the terms and conditions set
forth in Section 23 of the Plan (as such  Section  may be revised or  renumbered
following the date hereof), and shall be construed and interpreted accordingly.

     10.  EFFECT OF CHANGES IN  SHARES:  In the event of (i) any split,  reverse
split,  combination  of shares,  reclassification,  recapitalization  or similar
event which  involves,  affects or is made with regard to any class or series of
Capital Stock which may be delivered pursuant to the Plan ("Plan Shares"),  (ii)
any  dividend  or  distribution  on Plan  Shares  payable in Capital  Stock,  or
extraordinary  dividend  payable in cash,  or (iii) a merger,  consolidation  or
other  reorganization  as a result  of which  Plan  Shares  shall be  increased,
reduced or otherwise changed or affected,  then in each such event the Committee
shall,  to the  extent  it deems it to be  necessary  in  order to  prevent  the
dilution  or  enlargement  of the rights of the Award  Recipient,  appropriately
adjust the stock price  targets  contained in Section 3 of this  Agreement.  The
Committee  may  exercise  such  authority  to the  extent the  exercise  of such
authority  after the Performance  Goals Date in respect of the Restricted  Stock
Award  would  not  cause  the  Restricted  Stock  Award  to fail to be a  162(m)
Performance-Based Award.

     11. 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 Code),  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 Restricted Shares or other 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 the Award Recipient does so, the Award
Recipient  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.

     12.  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.


<PAGE>

     13. 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.

     14. 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.

     15. BOUND BY PLAN: The Agreement shall be subject to the terms of the Plan,
as amended. This Agreement may not in any way be amended,  revised or superceded
without the Award Recipient's written consent.

     16.  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.

     17.  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.

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

     19.  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.

     20. 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]







--------
1 One-third of the Restricted Shares

2 One-third of the Restricted Shares

3 One-third of the Restricted Shares