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PERFORMANCE SHARE AWARD AGREEMENT Wendy?s International, Inc.

Performance Unit Award Agreement

PERFORMANCE SHARE AWARD AGREEMENT 

Wendy?s International, Inc. 
 | Document Parties: WENDYS INTERNATIONAL INC You are currently viewing:
This Performance Unit Award Agreement involves

WENDYS INTERNATIONAL INC

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Title: PERFORMANCE SHARE AWARD AGREEMENT Wendy?s International, Inc.
Governing Law: Ohio     Date: 5/11/2006
Industry: Restaurants     Sector: Services

PERFORMANCE SHARE AWARD AGREEMENT 

Wendy?s International, Inc. 
, Parties: wendys international inc
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Exhibit 10(e)

PERFORMANCE SHARE AWARD AGREEMENT

Wendy’s International, Inc.

March 17, 2006

THIS AGREEMENT, made as of March 17, 2006 (the “ Date of Grant ”), 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, the Committee has 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.

NOW, THEREFORE, the parties hereto agree as follows:

 

1.

Grant of Performance Shares .

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.

 

2.

Performance Cycle .

The Performance Cycle shall be the Company’s 2006 fiscal year, beginning on January 2, 2006 and ending on December 31, 2006.

 

3.

Performance Objective and Formula .

3.1 The Performance Objective established by the Committee with respect to the Performance Shares is positive diluted earnings per Share. For this purpose, diluted earnings per Share shall be as reported on the Company’s income statement for fiscal 2006 with the following adjustments:

(i) disregarding the impact of (a) costs incurred in connection with the initial public offering and any spin-off or other disposition of Tim Hortons Inc., including costs related to additional employees hired by Tim Hortons Inc. or its subsidiaries as a result of its becoming a separate reporting company, (b) interest costs or other expense incurred by Tim Hortons Inc.

 

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(ii) related to revolving credit and other debt financing arrangements entered into by Tim Hortons Inc. in 2006, (c) the sale of equity of Tim Hortons Inc. in the initial public offering (which will decrease the Company’s reported earnings attributable to earnings of Tim Hortons Inc.), (d) the Tim Hortons Inc. initial public offering and any spin-off or other disposition of Tim Hortons Inc. on the Company’s 2006 income tax expense, (e) costs (including charges) incurred in connection with the sale or other disposition of one or more business units of the Company, (f) 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 (g) new accounting standards or interpretations issued in 2006; and

(iii) adding the budgeted consolidated earnings of Tim Hortons Inc. and any other business unit sold or otherwise disposed of to the earnings results of the Company for any period in 2006 for which the earnings results of Tim Hortons Inc. and any other business unit sold or otherwise disposed of are not included in the consolidated earnings results of the Company; and

(iv) 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;

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 May 1, 2007 (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.

 

4.

Determination of Award .

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 diluted earnings per Share for the Performance Cycle as adjusted pursuant to Section 3, (ii) the relative placement on the matrix set forth in Appendix A of the Company’s three-year average total shareholder return measured

 

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against the three-year average total shareholder return of the companies comprising the Standard & Poor’s 500 Composite Index, and (iii) 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 Issue Date, the Grantee shall also be issued a number of Dividend Equivalent Rights equal to the number of Earned Performance Shares. 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 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 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 Earned Performance Share shall be subject to the same terms and conditions applicable to the Earned Performanc


 
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