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AMENDED AND RESTATED FORMULA RESTRICTED STOCK UNIT AWARD AGREEMENT

Shareholder Agreement

AMENDED AND RESTATED FORMULA RESTRICTED STOCK UNIT AWARD AGREEMENT | Document Parties: Wendy's International, Inc You are currently viewing:
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Wendy's International, Inc

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Title: AMENDED AND RESTATED FORMULA RESTRICTED STOCK UNIT AWARD AGREEMENT
Governing Law: Ohio     Date: 11/9/2007
Industry: Restaurants     Sector: Services

AMENDED AND RESTATED FORMULA RESTRICTED STOCK UNIT AWARD AGREEMENT, Parties: wendy's international  inc
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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.

 

3. Vesting Generally.

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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