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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.
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.
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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
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