Wendy's International (WEN)

D&C and Jurlique Equity Participation Plans.

In 2005, the Compensation Committee unanimously approved certain equity arrangements pursuant to which the Company’s management was authorized to subscribe for Class B Units representing equity interests in Triarc Deerfield Holdings, LLC (which we will refer to as “Triarc Deerfield Holdco”), the Company’s subsidiary that holds its interest in D&C, and Jurl Holdings, LLC (which we will refer to as “Jurl Holdco”), the Company’s subsidiary that holds its interest in Jurlique International Pty Ltd. (which we will refer to as “Jurlique”). Consistent with its Executive Compensation Program, these plans were implemented to provide certain members of senior management with a private equity type participation with respect to the profits and appreciation of the underlying businesses, with the objective of motivating and rewarding management for identifying, acquiring and managing new business opportunities and retaining management by subjecting the interests to a vesting schedule and repurchase obligation should the executive terminate employment.

The Class B units entitle such holder to participate in the appreciation of the Company’s ownership interests in D&C and Jurlique, respectively. Under these arrangements, members of the Company’s senior management have acquired interests representing up to an aggregate 15% “profits interest,”

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subject to an 8% preferred return in favor of the Company, three year vesting and a holdback of certain amounts otherwise due participants in the event that there are any losses with respect to the investment and, under certain circumstances, a repayment (or “clawback”) obligation that requires the participant to pay back to the Company distributions made in previous years, and that, due to investment results, may ultimately be determined to be in excess of the distributions allocable to the participant’s interest. There are also various buyback and redemption obligations (“puts” and “calls”) on the interest in the event that a participant’s employment ceases. The Compensation Committee believes that these plans are consistent with the aspects of the Company’s operations that are comparable to private equity or investment banking operations, which would customarily include similar forms of compensation. In March, 2007, pro rata distributions by Triarc Deerfield Holdco were made to holders of the Class B units. As part of the contractual settlements with Messrs. Peltz and May, the unvested portion of the Class B Units subscribed for by Messrs. Peltz and May will vest on June 29, 2007.