Wendy's International (WEN)

EFFECT OF TERMINATION OF EMPLOYMENT:  If the Award Recipient's employment with the Company or any of its subsidiaries terminates on account of termination by the Company or any of its subsidiaries without cause, or on account of the Award Recipient’s death or permanent disability, the Restricted Stock Award, to the extent not already vested, shall immediately vest.  Upon termination of the Award Recipient's employment with the Company or any of its subsidiaries for any other reason, the Restricted Stock Award, to the extent not already vested, shall be forfeited, unless otherwise determined by the Committee in its sole discretion.  For purposes of this Agreement, “cause” shall mean “cause” or any like term, as defined in any written employment contract or similar agreement between the Company or any of its subsidiaries and the Award Recipient or, if not so defined, “cause” shall mean (i) fraud, embezzlement or other unlawful or tortious conduct, whether or not involving or against the Company or any affiliate, (ii) violation of a policy of the Company of any affiliate, or (iii) serious and willful acts or misconduct detrimental to the business or reputation of the Company or any affiliate.