Wendy's International (WEN)

Potential Payments Upon Termination or Change-in-Control

As described above, the Company has reached a contractual settlement with Messrs. Peltz and May with respect to the termination of their employment agreements. The actual payments to be made to them are set forth above. Nonetheless, in accordance with applicable SEC regulations, this section of the CD&A provides information regarding estimated payments that would be made to each named executive officer upon a theoretical termination or change-in-control that occurred on December 31, 2006. (Reference is made to the discussion below of the employment agreements for Messrs. Peltz, May and Schorr and the severance agreement for Mr. McCarron for a discussion of the post-termination obligations applicable to these executives with respect to non-competition, non-solicitation and confidentiality.)

Under these agreements, generally upon a termination of employment for any reason, including for cause by the Company or a resignation by an officer without good reason, the officer will be entitled to receive base salary through his termination date, accrued vacation pay, any deferred compensation payable in accordance with the applicable plans, reimbursement of expenses incurred but not paid and

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any other benefits that the officer is eligible to receive under any of our plans or programs (collectively, these benefits are referred to as the “accrued obligations”).

Additional benefits are payable under the employment agreements covering Messrs. Peltz, May and Schorr, and under the severance agreement for Mr. McCarron, following a termination of their employment without cause or by the executives for “good reason” or as a result of their death or disability. The nature of those benefits is described below in the section entitled “Certain Employment Arrangements with Executive Officers.” As a general matter, under the employment agreements for Messrs. Peltz and May, there is a “single trigger” for a change of control to constitute a “good reason” termination. In the case of Mr. Schorr a “change of control” includes neither Mr. Peltz nor Mr. May being Chairman and CEO and Mr. May President and COO. In the case of Mr. McCarron, grounds also exist for his “good reason” termination in the event that, in the absence of a change of control, neither Mr. Peltz or Mr. May are either CEO or COO of the Company, coupled with a material reduction in his bonus compensation, or in the event that his place of employment ceases to be New York City or his duties are materially diminished.

As to the quantitative nature of these payments, assuming that the triggering event took place on the last business day of the Company’s 2006 fiscal year (and that the price per share of the Company’s stock was the closing price on that date), the Company estimates (based on the additional assumptions discussed below) that Messrs. Peltz, May, Schorr and McCarron would be entitled to receive the following payments and benefits from the Company:

The foregoing amounts are based on a number of assumptions and estimates: that any change of control of the Company will also involve the sale of 100% of the Company’s interests in D&C and

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Jurlique and that the sale of D&C will occur at a hypothetical sales price of approximately $300 million; that the Company is not aware of any circumstances that would support a determination that its investment in Jurlique has appreciated in value since the original acquisition; that all restricted stock awards and D&C profits interests are fully vested: that health and welfare plan coverage can be maintained at a cost comparable to the costs incurred by the Company as of the end of the last fiscal year; that the employment term for Messrs. Peltz and May continues through April 30, 2012, and that the employment term for Mr. Schorr continues through February 24, 2010; that the pro rata bonus portion of any contractual severance amount is based on the full 2006 bonus; that secretarial costs during the five year post-termination period would continue at the same level and cost and that post-termination office accommodation costs during the five year post-separation period would be $350,000 for Mr. Peltz and $350,000 for Mr. May, and finally, that none of the payments provided for above will result in any additional “golden parachute” excises taxes that would require the Company to make additional “gross-up” payments to the named executive officers, as is required under the terms of the employment agreements for Messrs. Peltz, May and Schorr and in the case of Mr. McCarron, his severance agreement with respect to up to $1.5 million in “golden parachute” taxes. The Company believes that in the case of Messrs. Peltz and May, as a result of compensation they recognized in fiscal 2005 and 2006, and in the case of Messrs. Schorr and McCarron, as a result of certain tax planning measures that were undertaken in fiscal 2006, reasonable steps have been taken to eliminate the need for the Company to make any such gross-up payments in connection with any change of control in 2007 and thereafter, although there can be no assurances that that is the case.