Back to top

PERFORMANCE UNIT AWARD AGREEMENT Wendy?s International, Inc

Performance Unit Award Agreement

PERFORMANCE UNIT AWARD AGREEMENT Wendy?s International, Inc | Document Parties: Wendy's International, Inc You are currently viewing:
This Performance Unit Award Agreement involves

Wendy's International, Inc

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: PERFORMANCE UNIT AWARD AGREEMENT Wendy?s International, Inc
Governing Law: Ohio     Date: 8/9/2007
Industry: Restaurants     Sector: Services

PERFORMANCE UNIT AWARD AGREEMENT Wendy?s International, Inc, Parties: wendy's international  inc
50 of the Top 250 law firms use our Products every day

Exhibit 10(a)

PERFORMANCE UNIT AWARD AGREEMENT

Wendy’s International, Inc.

                     , 20     

THIS AGREEMENT, made as of                      , 20      (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. 2007 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 Units 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 Units .

1.1 Unless this Agreement is rejected by the Grantee (or the Grantee’s estate, if applicable) as provided in Section 10 hereof, the Company hereby grants to the Grantee in respect of 20      employment services an award of                      Performance Units (the “ Award ”), subject to adjustment pursuant to Sections 3 and 4 hereof. Subject to Sections 6 and 7 hereof, payment with respect to vested Performance Units shall be made entirely in Shares in accordance with Section 9 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 three fiscal year period, beginning on                      and ending on                      .

 

3. Performance Objective and Formula .

3.1 The Performance Objectives established by the Committee with respect to the Performance Units are set forth in the matrix and other information attached hereto as Appendix A.

3.2 If the Company achieves one or more of the Performance Objectives during the Performance Cycle and the Committee certifies to this result in accordance with Section 4 hereof, subject to Sections 4 and 8 hereof, on                      , 20      (the “Vesting Date”), or as soon thereafter as administratively practicable, the Company shall issue Shares to the Grantee in the manner set forth in Section 9 and calculated in accordance with the Committee’s certification pursuant to Section 4.

 

29

 


4. Determination of Award .

As soon as possible after the end of the Performance Cycle, the Committee will certify in writing whether any Performance Objective has been met for the Performance Cycle and determine the number of Shares to be delivered in settlement of each vested Performance Unit, if any, in accordance with the matrix set forth in Appendix A. The date of the Committee’s certification pursuant to this Section 4 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 the Company’s actual results for each Performance Objective set forth in Appendix A.

 

5. Restrictions on Transfer .

The Performance Units granted under this Agreement may not be sold, transferred or otherwise disposed of and may not be pledged or otherwise hypothecated.

 

6. Vesting of Performance Units .

6.1 Vesting Generally . Except as provided in Sections 6.2, 7 and 8, Shares to be delivered in settlement of the Performance Units, if any, will vest on the Vesting Date provided that the Grantee remains employed by the Company or any of its Subsidiaries through the Vesting Date.

6.2 Effect of Certain Terminations of Employment . If, prior to the Vesting Date, the Grantee’s employment terminates as a result of the Grantee’s death, Retirement or becoming Disabled, or if the Grantee is terminated without Cause in connection with the disposition of one or more restaurants or other assets of the Company or its Subsidiaries or the sale or disposition of a Subsidiary, notwithstanding such termination a pro-rata portion (based on the number of full weeks the Grantee was employed by the Company or its Subsidiary during the Performance Cycle over the total number of weeks in such Performance Cycle) of the Performance Units which have not become vested in accordance with Sections 6.1 or 7 hereof, adjusted in accordance with the Committee’s certification pursuant to Section 4, will be settled on or after the Vesting Date as provided in Section 9.1.

 

7. Effect of Change in Control .

7.1 In the event of a Change in Control for an event described in Section 29.6(C) of the Plan at any time on or after the Date of Grant, all Performance Units which have not become vested in accordance with Section 6 hereof shall vest as of the date of such Change in Control as if all Performance Objectives have been satisfied at the highest level by the Company and the Grantee (if applicable). Within thirty (30) days after such Change in Control, Grantee shall be entitled to receive a cash payment in satisfaction of all Performance Units.

 

30

 


7.2 In the event that, on or after the Date of Grant, a Grantee terminates employment within a period commencing on the date of a Change in Control for an event described in Section 29.6(A) or (B) of the Plan and ending on the earlier of the Vesting Date and the third anniversary of the date of the Change in Control, if such termination was initiated by the Company or its Subsidiary without Cause or by the Grantee for Good Reason, all Performance Units which have not become vested in accordance with Section 6 hereof shall vest as of the date of such termination as if all Performance Objectives have been satisfied at the highest level by the Company and the Grantee (if applicable). Within thirty


 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more