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This excerpt taken from the WEN 8-K filed Dec 21, 2007. Non-Hire and Non-Solicit Agreement
DEERFIELD & COMPANY LLC December __, 2007
Gregory H. Sachs Gentlemen: Reference is made to the Termination of Employment and Waiver of Put Rights Letter (as amended, supplemented or otherwise modified from time to time, the “Sachs Side Letter”), among Deerfield & Company LLC (“D&C”), Deerfield Capital Management LLC (“Deerfield”) and Triarc Companies, Inc. (“Triarc”), on the one hand, and Gregory H. Sachs (“Sachs”), Sachs Capital Management LLC (“SCM”) and Spensyd Asset Management LLLP (“Spensyd”), on the other hand. Capitalized terms used herein but not defined shall be used as defined in the Sachs Side Letter. As a further inducement to D&C, Deerfield and Triarc’s entry into the Sachs Side Letter, each of Sachs, SCM and Spensyd hereby agrees that neither it nor any of its affiliates shall, directly or indirectly, for a period of three years following the Termination Date, induce, hire, employ, attempt to hire or employ or solicit any person employed by D&C, Deerfield, DFR or Triarc or any of their subsidiaries or any person who was employed by D&C, Deerfield, DFR or Triarc or any of their subsidiaries during the 18 months preceding such hiring or employment, attempted hiring or employment or solicitation (subject to any applicable non-compete or similar arrangements listed on Annex A attached hereto, excluding any such person whom D&C, Deerfield or DFR or any of their subsidiaries has terminated and secretaries, drivers and persons holding similar positions); provided, however, that the foregoing covenant shall not apply to your current administrative assistant, Alan Levy or Thomas Kasza; provided, further, that hirings or employment resulting from general newspaper advertisements or similar public postings of employment shall not constitute a breach of the foregoing covenant provided that such advertisements or postings are not directly targeted at the employees of D&C, Deerfield or DFR or any of their subsidiaries. This letter agreement shall automatically terminate if the non-solicitation/non-hire letter agreement, dated as of the date hereof, between Deerfield Triarc Capital Corp. and Trian Fund Management, L.P. is terminated for any reason or any material waivers are provided thereunder (it being acknowledged and agreed that any waiver thereunder with respect to any person employed by D&C, Deerfield, DFR or any of their subsidiaries and located in New York, New York shall not be deemed to be a material waiver thereunder). Written notice of any such termination or material waiver shall be provided to Sachs as soon as is practicable following such occurrence, but no later than five (5) business days thereafter. Please indicate your agreement with the foregoing by executing a copy of this letter and returning it to the undersigned, whereupon this letter (which may be executed in counterparts) shall constitute, as of the date first written above, a binding obligation of the parties hereto
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