EXHIBIT 10.7
NON-EMPLOYEE DIRECTOR RESTRICTED
STOCK AWARD AGREEMENT
UNDER THE
WENDY’S/ARBY’S GROUP, INC.
AMENDED AND RESTATED 2002 EQUITY
PARTICIPATION PLAN
NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD
AGREEMENT (this
“Agreement”), made as of _____________ __, 20__, by and
between Wendy’s/Arby’s Group, Inc. (the
“Company”) and __________________ (“Award
Recipient”):
WHEREAS , the Company maintains the Amended and Restated
2002 Equity Participation Plan, as amended (as so amended, 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 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 and
covenants 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 _____________ __, 20__ (the “Award Date”), covering
_______ shares of Common Stock (the “Restricted
Shares”).
3.
VESTING
: Subject to the Award Recipient’s continued
service on the Board of Directors of the Company,
3.1 One-half of the
Restricted Shares (the “First Tranche Shares”) shall
vest and become nonforfeitable on the first anniversary of the
Annual Meeting of Stockholders for the calendar year in which the
Award is granted (___________, the “First Vesting
Date”).
3.2 One-half of the
Restricted Shares (the “Second Tranche Shares”) shall
vest and become nonforfeitable on the second anniversary of the
Annual Meeting of Stockholders for the calendar year in which the
Award is granted (___________, the “Second Vesting
Date”).
3.3 Each of the First
Vesting Date and Second Vesting Date may be referred to herein as a
“Vesting Date.”
4.
STOCK
CERTIFICATES : 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
(including by means of segregated account on the books of the
Company’s transfer agent) 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 at the request of the Company
deliver to the Company one or more stock powers, 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 and the rights to dividends and
interest provided under this Agreement 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 6, the
Awa
