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Exhibit
10(g)
AMENDED AND
RESTATED
FORMULA RESTRICTED STOCK
UNIT AWARD AGREEMENT
Wendy’s
International, Inc.
May 1, 20
THIS AMENDED AND RESTATED
AGREEMENT, made as of
, 2007, 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, as of May 1,
2007 (the “Date of Grant”), pursuant to
Section 5.1 of the Plan, the Company granted to the Grantee an
Award of Formula Restricted Stock Units 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. |
Grant of Formula Restricted Stock Units. |
1.1 Unless this Agreement is
rejected by the Grantee (or the Grantee’s estate, if
applicable) as provided in Section 8 hereof, the Company
hereby grants to the Grantee an award of
Formula Restricted Stock Units with an equal number of related
Dividend Equivalent Rights (the “ Award ”).
Subject to Section 6 hereof, each Formula Restricted Stock
Unit represents the right to receive one (1) Share at the time
and in the manner set forth in Section 7 hereof.
1.2 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 Formula Restricted Stock Unit to which the Dividend
Equivalent Right relates. With respect to each Dividend Equivalent
Right, any such cash dividends shall be converted into additional
Formula Restricted Stock Units based on the Fair Market Value of a
Share on the date such dividend is made (provided that no
fractional Formula Restricted Stock Units shall be granted). Such
additional Formula Restricted Stock Units shall be subject to the
same terms and conditions applicable to the Formula Restricted
Stock Unit to which the Dividend Equivalent Right relates,
including, without limitation, the restrictions on transfer,
forfeiture, vesting and payment provisions contained in Sections 2
through 7, inclusive, of this Agreement. In the event that a
Formula Restricted Stock Unit is forfeited pursuant to
Section 6 or 8 hereof, the related Dividend Equivalent Right
shall also be forfeited.
1.3 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. |
Restrictions on Transfer. |
The Formula Restricted Stock
Units granted pursuant to this Agreement may not be sold,
transferred or otherwise disposed of and may not be pledged or
otherwise hypothecated.
Except as provided in
Sections 4 and 5 hereof, one-third (1/3) of the number of
Shares of Formula Restricted Stock Units granted hereunder (rounded
up to the nearest whole Formula Restricted Stock Unit, if
necessary) shall vest on each of the first three
(3) anniversaries of the Date of Grant (each such anniversary,
a “Vesting Date”).
| 4. |
Effect of Certain Terminations of Service. |
If the Grantee’s
service as a director terminates as a result of the Grantee’s
death, Retirement or becoming Disabled, in each case on or after
the Date of Grant, all Formula Restricted Stock Units which have
not become vested in accordance with Section 3 or 5 hereof
shall vest as of the date of such termination.
| 5. |
Effect of Change in Control. |
5.1 In the event of a Change
in Control for an event described in section 29.6(C) of the Plan
which also constitutes a change in ownership or effective control
of the Company or a change in the ownership of a substantial
portion of its assets, in each case within the meaning of Code
Section 409A, at any time on or after the Date of Grant, all
Formula Restricted Stock Units which have not become vested in
accordance with Section 3 or 4 hereof shall vest
immediately.
5. 2 In the event that the
Grantee’s service as a director terminates 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 which also
constitutes a change in ownership or effective control of the
Company or a change in the ownership of a substantial portion of
its assets, in each case within the meaning of Code
Section 409A, and ending on the earlier of the Vesting
Date
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