AMENDED AND RESTATED PERFORMANCE SHARE AWARD AGREEMENT

Exhibit 10(aa)

AMENDED AND RESTATED PERFORMANCE SHARE AWARD AGREEMENT

Wendy’s International, Inc.

THIS AMENDED AND RESTATED AGREEMENT, made as of                      , 20          , between Wendy’s International, Inc., an Ohio corporation (the “ Company ”), and              (the “ Grantee ”).

WHEREAS, the Company has adopted the Wendy’s International, Inc. 2003 Stock Incentive Plan (the “ Plan ”) in order to provide additional incentive to certain employees and directors of the Company and its Subsidiaries; and

WHEREAS, as of              (the “ Date of Grant ”), the Committee had determined to grant to the Grantee an Award of Performance Shares as provided herein to encourage the Grantee’s efforts toward the continuing success of the Company; and

WHEREAS, to avoid the negative consequences of a violation of Code section 409A, the Committee and Grantee have agreed to amend the prior award agreement issued on the Date of Grant, as set forth herein.

NOW, THEREFORE, the parties hereto agree as follows:

1.1 The Company hereby grants to the Grantee an award of              Performance Shares (the “ Award ”), subject to adjustment pursuant to Sections 3 and 4 hereof and the execution and return of this Agreement by the Grantee (or the Grantee’s estate, if applicable) to the Company as provided in Section 10 hereof. Subject to Sections 5 and 6 hereof, payment with respect to vested Earned Performance Shares shall be made entirely in Shares in accordance with Section 8 hereof.

1.2 This Agreement shall be construed in accordance and consistent with, and subject to, the provisions of the Plan (the provisions of which are hereby incorporated by reference) and, except as otherwise expressly set forth herein, the capitalized terms used in this Agreement shall have the same definitions as set forth in the Plan.

The Performance Cycle shall be              the Company’s 20          fiscal year, beginning on              , 20          and ending on              , 20          .

3.1 The Performance Objective established by the Committee with respect to the Performance Shares is positive earnings before interest and taxes by the Wendy’s brand for the Performance Cycle.

3.2 If the Company achieves this Performance Objective during the Performance Cycle and the Committee certifies to this result in accordance with Section 4 hereof, the Performance Shares shall be earned and, subject to Sections 4.1, 5, and 6.4 hereof, on              , 20          (the “ Issue Date ”), the Grantee will be credited with a number of Earned Performance Shares equal to the number of Performance Shares listed in Section 1.1 multiplied by a factor determined in accordance with the matrix set forth in Appendix A attached hereto.

For the purpose of applying the matrix set forth in Appendix A, earnings before interest and taxes by the Wendy’s brand shall be as reported on the Company’s income statement for last half of the Company’s 20          fiscal year with the following adjustments:

(i) disregarding the impact of (a) severance costs or other charges incurred in connection with the Company’s initiative to reduce its overhead as part of an organizational restructuring of the Company, and

related costs of outside consultants and advisors, or (b) new accounting standards or interpretations issued in 20          ; and

(ii) adjusting the number of Performance Shares in the event of a spin-off of Tim Hortons Inc. prior to May 1, 2007, such that the Fair Market Value of the Performance Shares (calculated as though the Fair Market Value of a Performance Share is equal to the Fair Market Value of a Share) immediately prior to the spin-off is equal to the Fair Market Value of the Performance Shares (calculated in the same manner) immediately after the spin-off, and the number of Shares issued in settlement of the Earned Performance Shares shall be adjusted proportionately to the adjustment in the number of Performance Shares.

4.1 Determination Notice . As soon as possible after the end of the Performance Cycle, the Committee will certify in writing whether the Performance Objective has been met for the Performance Cycle and determine the number of Earned Performance Shares, if any, in accordance with the matrix set forth in Appendix A; provided , that , if the Committee certifies that the Performance Objective has been met, the Committee may, in its sole discretion, reduce the number of Earned Performance Shares which may become payable to the Grantee with respect to the Award. The date of the Committee’s certification pursuant to this Section 4.1 shall hereinafter be referred to as the “ Certification Date ”. The Company will notify the Grantee (or the executors or administrators of the Grantee’s estate, if appropriate) of the Committee’s certification following the Certification Date (such notice, the “ Determination Notice ”). The Determination Notice shall specify (i) the Company’s reported earnings before interest and taxes by the Wendy’s brand as adjusted pursuant to Section 3.2, and (ii) the number of Earned Performance Shares, if any, calculated in accordance with the Committee’s certification pursuant to this Section 4.1 and which may become payable to Grantee pursuant to Sections 6 or 7 hereof.

4.2 Dividend Equivalent Rights . As of the Date of Grant, the Grantee shall also be issued a number of Dividend Equivalent Rights equal to the number of Performance Shares. As of the Issue Date, the number of Dividend Equivalent Rights shall be multiplied by a factor determined in accordance with the matrix set forth in Appendix A. Each Dividend Equivalent Right represents the right to receive all of the cash dividends that are or would be payable with respect to the Share represented by the Performance Share or Earned Performance Share to which the Dividend Equivalent Right relates. With respect to each Dividend Equivalent Right, any such cash dividends shall be converted into additional Performance Shares or Earned Performance Shares based on the Fair Market Value of a Share on the date such dividend is made (provided that no fractional Stock Units shall be granted). Each such additional Performance Share or Earned Performance Share shall be subject to the same terms and conditions applicable to the Performance Share or Earned Performance Share to which the Dividend Equivalent Right relates, including, without limitation, the restrictions on transfer, forfeiture, vesting, voting and payment provisions contained in Sections 6 through 9 of this Agreement. In the event that a Performance Share or Earned Performance Share is forfeited pursuant to Section 5 or 6 hereof, the related Dividend Equivalent Right shall also be forfeited.

5.1 Misconduct . If prior to the Issue Date the Grantee has (i) used for profit or disclosed to unauthorized persons, confidential information or trade secrets of the Company or any of its Subsidiaries, (ii) breached any contract with or violated any fiduciary obligation to the Company or any of its Subsidiaries, or (iii) engaged in unlawful trading in the securities of the Company or any of its Subsidiaries or of another company based on information gained as a result of that Grantee’s employment with, or status as a director to, the Company or any of its Subsidiaries (each of (i), (ii) and (iii), an “ Act of Misconduct ”), the Award shall automatically terminate and the Grantee shall not be entitled to receive any Earned Performance Shares under Section 4 hereof or otherwise under t