Wendy's International (WEN)

Stock Awards:

In connection with approving this new program, the Board also approved development of a deferred compensation plan. Directors would be offered the option to participate in that plan, which is expected to be adopted later in 2009. The deferred compensation plan would allow a participant to defer a percentage or sum of his or her retainer and meeting fees and/or restricted stock grant into deferred stock units, which are based on the value of Company stock and subject to the same vesting schedule in the case of the deferral of restricted stock. Dividend equivalents accrue on deferred

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amounts. The amounts are payable in Company stock in a lump sum on the earlier of the director’s termination of board service, a fixed number of years or death, as elected by the director.

The chart below summarizes the compensation paid to the Company’s non-employee directors for their services as directors during fiscal 2008.

13. Stock Awards

Prior to May 26, 2002, the Group sold stock to employees in exchange for notes receivable. The stock was guaranteed to appreciate at 10% per year until vested at the later of 5 years or the date the note receivable, with interest accruing at 10% per year, was fully collected. Since the employee did not assume the risks and rewards of stock ownership, these stock awards are accounted for as stock appreciation rights. Accordingly, the Group records compensation expense or reversal of expense on changes in the estimated market value of such stock until the shares are fully vested and are “mature” (six months after the shares are fully vested). At such time, the resulting liability is credited to additional paid-in capital.

Compensation expense (reversal of expense) recorded for these stock awards was ($553) and $4,065 in 2004 and 2005, respectively.

Nonvested stock awards outstanding aggregated 9,601,190 shares at May 30, 2004 and May 29, 2005. All outstanding shares were purchased in connection with the Triarc Transaction described in Note 19.

The notes receivable for stock purchases are recorded in net capital deficiency.

13. Stock Awards

      Prior to May 26, 2002, the Group sold stock to employees in exchange for notes receivable. The stock was guaranteed to appreciate at 10% per year until vested at the later of 5 years or the date the note receivable, with interest accruing at 10% per year, was fully collected. Since the employee did not assume the risks and rewards of stock ownership, these stock awards have been accounted for as stock appreciation rights. Accordingly, the Group records compensation expense or reversal of expense on changes in the estimated market value of such stock until the shares are fully vested and are “mature” (six months after the shares are fully vested). At such time, the resulting liability is credited to additional paid-in capital. Compensation expense (reversal of expense) recorded for these stock awards was ($426) and $2,189 during the 40 weeks ended February 29, 2004 and March 6, 2005, respectively.

      During the year ended May 26, 2002, 13,100,576 shares of such nonvested stock awards were issued. Nonvested stock awards outstanding at May 30, 2004 and March 6, 2005 aggregated 9,601,190 shares.

      The notes receivable for stock purchases are recorded in net capital deficiency.