Wendy's International (WEN)

WITHHOLDING TAXES; 83(b) ELECTION: The Award Recipient hereby agrees to make appropriate arrangements with the Company for satisfaction of any applicable federal, state or local income and employment tax withholding requirements or like requirements, including the payment to the Company upon each Vesting Date (or such other date as may be applicable under Section 83 of the Code), or other settlement in respect of the Restricted Shares, of all such taxes and requirements, and the Company shall be authorized to take such action as may be necessary in the opinion of the Company’s counsel (including, without limitation, withholding Restricted Shares or other amounts from any compensation or other amount owing from the Company or any of its subsidiaries to the Award Recipient) to satisfy all obligations for the payment of such taxes.  The withholding requirement may be satisfied, in whole or in part, at the election of the Award Recipient by withholding from the Restricted Shares otherwise issuable upon each Vesting Date that number of Restricted Shares having an aggregate fair market value (as defined in the Plan) on the date of the withholding equal to the minimum amount (and not any greater amount) required to be withheld for tax purposes, all in accordance with such procedures as the Committee establishes.  Notwithstanding the foregoing, the Award Recipient may make an election pursuant to Section 83(b) of the Code in respect of the Restricted Shares and, if the Award Recipient does so, the Award Recipient shall pay to the Company an amount equal to the minimum required tax withholding immediately upon making such election, either in cash or in unrestricted shares of the Company’s Common Stock.  The Award Recipient shall timely notify the Company of such election and send the Company a copy thereof.  The Award Recipient shall be solely responsible for properly and timely completing and filing any such election.