Wendy's International (WEN)

Thomas A. Garrett, Stephen E. Hare, Sharron Barton and Nils H. Okeson (each, an “Executive”)

The term of the Executive’s employment has been extended for two years and will be automatically renewed for additional one-year periods unless either party delivers a notice of non-renewal at least 120 days prior to the expiration of the then current term.  Mr. Garrett's target bonus percentage was increased to 100%.  Mr. Hare's base annual salary was increased to $600,000.

Upon a termination of employment without Cause or by the Executive due to a Triggering Event (each as defined in the Agreements), the Executive will receive (i) the sum of his or her (a) annual base salary and (b) annual cash bonus for the year prior to such termination, payable in semi-monthly installments for a period of 12 months, (ii) a pro rata bonus for the year of termination, payable at the time bonuses are generally paid and (iii) a lump sum cash amount of $25,000 (which will increase by 10% on the second anniversary of the date of the Executive’s Agreement). The Executive will also receive, starting 12 months after the date of termination, an amount equal to the Executive’s annual base salary, payable in semi-monthly installments for a period of 12 months (subject to offset if the Executive has secured employment or is providing consulting services elsewhere). Additionally, the Executive (other than Mr. Garrett) will vest in that number of outstanding unvested stock options granted by the Company, if any, in which such Executive would have been vested if he or she had remained employed by the Company through the second anniversary of the effective date of the Executive's Agreement, and any stock options that would have remained unvested as of such date shall be automatically forfeited.  In the case of Mr. Garrett, all of his stock options and restricted stock will be fully vested.

If the Executive’s employment is terminated due to a Company-initiated non renewal of the term, and provided that the Executive continues to work until the expiration of the Employment Term to the extent requested, then the Executive will receive not less than eight months’ base salary, payable in semi-monthly installments beginning immediately after the expiration of the Employment Term and a pro rata bonus for the year of non renewal.

All stock options will vest upon a termination of the Executive’s employment as a result of the Executive’s disability.

The severance payments hereunder are conditioned on the Executive’s execution of a waiver and general release of claims in favor of the Company, their subsidiaries and affiliates and other related parties.

The Agreements also contain restrictive covenants, including non-competition and non-solicitation covenants for 12 to 24 months following termination of employment depending on the circumstances of such termination.