Wendy's International (WEN)

New Plan Benefits

Each of the named executive officers has been designated as participants in the 1999 Executive Bonus Plan and are eligible to receive Performance Goal Bonus Awards in respect of the 2009 fiscal year. Because Performance Goal Bonus Awards payable under the 1999 Executive Bonus Plan are based on satisfaction of certain performance goals in each Plan Year, it cannot be determined at this time what amounts under the Performance Goal Bonus Awards portion of the 1999 Executive Bonus Plan, if any, will be received by any participants with respect to the 2009 fiscal year. No Performance Goal Bonus Awards were paid to any eligible recipients in 2008, due to the failure of the Company to achieve the designated performance goals.

New Plan Benefits

Because Performance Goal Bonus Awards payable under the 1999 Executive Bonus Plan, as amended by the 1999 Plan Amendment, are based on satisfaction of certain performance goals in each Plan Year, it cannot be determined at this time what amounts under the Performance Goal Bonus Awards portion of the 1999 Executive Bonus Plan, as amended by the 1999 Plan Amendment, if any, will be received by any participants with respect to the 2007 Plan Year. As noted above, the performance goals for the Performance Goal Bonus Award that may be paid to Mr. Smith for 2007 are based on the achievement by ARG of certain levels of Modified EBITDA, the additional criterion to be added to the 1999 Executive Bonus Plan by the 1999 Plan Amendment. The maximum Performance Goal Bonus Award that may be paid to Mr. Smith with respect to 2007 has been set by the Performance Committee at 175% of his annual base salary, or $1,750,000.

In addition, the amounts that would have been paid to participants if the 1999 Plan Amendment had been in effect during the 2006 Plan Year cannot be determined for any participants because the 1999 Plan Amendment simply adds an additional criterion to the 1999 Executive Bonus Plan, and the 1999 Executive Bonus Plan does not require that any specific criterion be used with respect to any Performance Goal Bonus Award. The bonuses paid to Messrs. Peltz, May, Garden, McCarron and Sachs included in the “Summary Compensation Table” above with respect to 2006, were pursuant to the 1999 Executive Bonus Plan.

Each of Messrs. Peltz, May, Garden, McCarron, Sachs, Schorr and Smith have been designated as participants in the 1999 Executive Bonus Plan and are eligible to receive Performance Goal Bonus Awards in respect of the 2007 Plan Year.

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New Plan Benefits

      Other than with respect to the grant of options to acquire an aggregate of 1,058,000 shares of Class B Common Stock to ARG employees on April 28, 2006, which grant is subject to approval of the Amendment by our stockholders, a grant of restricted shares of Class B Common Stock or options to Mr. Smith pursuant to the terms of his employment agreement and non-employee directors' automatic awards and shares to be received in lieu of Fees, awards under the 2002 Plan will be determined by the Committee in its discretion and it is, therefore, not possible to predict the awards that will be made to particular officers in the future under the 2002 Plan. For information regarding grants of options and restricted shares made to the Named Officers for fiscal 2003, fiscal 2004 and fiscal 2005 under the 2002 Plan, see the “Summary Compensation Table” and the table entitled “Option Grants in Last Fiscal Year” above. Set forth below is information regarding the aforementioned grant to ARG employees, the grant to Mr. Smith and the automatic option awards that will be received by non-employee directors in fiscal 2006 under the 2002 Plan:

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New Plan Benefits

      Because Performance Goal Bonus Awards payable under the 1999 Executive Bonus Plan, as amended by the Amendment, are based on satisfaction of certain performance goals in each Plan Year, it cannot be determined at this time what amounts under the Performance Goal Bonus Awards portion of the 1999 Executive Bonus Plan, as amended by the Amendment, if any, will be received by any participants with respect to the 2005 Plan Year. In addition, the amounts that would have been paid to participants if the Amendment had been in effect during the 2004 Plan Year cannot be determined for any participants other than Mr. Sachs because the Amendment simply added an additional criterion to the 1999 Executive Bonus Plan and provided that performance periods under the 1999 Executive Bonus Plan could exceed one Plan Year, but did not require than any specific criterion or performance period be used with respect to any Performance Goal Bonus Award. The criterion used to determine the attainment of the performance goals for any Performance Goal Bonus Award granted to Mr. Sachs by the Performance Compensation Subcommittee is the additional criterion added to the 1999 Executive Bonus Plan by the Amendment and his performance period is over the term of his employment agreement, as further described under the heading “Certain Employment Arrangements with Executive Officers—Gregory H. Sachs”. Had the additional criterion been added to the 1999 Executive Bonus Plan and had Mr. Sachs been entitled to an additional annual bonus under his employment agreement for the 2004 Plan Year, Mr. Sachs would have received an additional annual bonus equal to $1,048,786 (using D&C's 2004 post-acquisition EBITDA, on an annualized basis). The bonuses paid to Messrs. Peltz, May, Garden, Schorr and McCarron and included in the “Summary Compensation Table” above

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with respect to 2004, other than $2,307,040 awarded to Mr. Garden, were pursuant to the 1999 Executive Bonus Plan.

      Each of Messrs. Peltz, May, Garden, Schorr, McCarron and Sachs have been designated as participants in the 1999 Executive Bonus Plan and are eligible to receive Performance Goal Bonus Awards in respect of the 2005 Plan Year.