Attached files
| file | filename |
|---|---|
| 10-Q - FORM 10Q 11-09 - Wendy's Co | form10q_11-09.htm |
| EX-31.2 - CERTIFICATE OF CHIEF FINANCIAL OFFICER - Wendy's Co | exhibit31-2_1109.htm |
| EX-10.3 - STOCK OPTION AWARD LETTER FOR U.S. GRANTEES - Wendy's Co | exhibit10-3_1109.htm |
| EX-32.1 - CERTIFICATE OF CEO AND CFO - Wendy's Co | exhibit32-1_1109.htm |
| EX-10.2 - RESTRICTED SHARE UNIT AWARD AGREEMENT - Wendy's Co | exhibit10-2_1109.htm |
| EX-10.1 - NON-INCENTIVE STOCK OPTION AGREEMENT - Wendy's Co | exhibit10-1_1109.htm |
| EX-10.4 - STOCK UNIT AWARD AGREEMENT - Wendy's Co | exhibit10-4_1109.htm |
| EX-31.1 - CERTIFICATE OF CHIEF EXECUTIVE OFFICER - Wendy's Co | exhibit31-1_1109.htm |
EXHIBIT
10.5
September
___, 2009
[Name of
Former Outside
Director
of Wendy’s International, Inc.]
Re: AMENDED
200_ OPTION
At the
direction of the Performance Compensation Subcommittee (the “Committee”) of the
Compensation Committee of the Board of Directors of Wendy’s/Arby’s Group, Inc.
(the “Company”), you are hereby notified that the Committee has authorized the
amendment of the non-qualified stock option originally granted to you on May 1,
200_ (the “Option”) pursuant to the Wendy’s 2007 Stock Incentive Plan as adopted
by Wendy's International, Inc. and as in effect on the date of the grant (the
“Plan”) to revise the definition of Retirement for purposes of this
Option. Unless you reject this amendment as described below, you will
be deemed to accept this amendment.
As
amended, “Retirement” shall mean termination of membership on the Board at or
after attaining age 50 with at least two (2) years of service as a member of the
Board, other than by reason of death, Disability or for
Cause. Because you met this standard on the date you ceased to serve
as a member of the Board of Wendy's International, Inc., this Option now
entitles you to purchase ______ shares of Common Stock of the Company at the
price of U.S. $____ per share, which is payable in cash or by check in United
States Dollars, Common Shares of the Company, or other property acceptable to
the Committee. The Option must be exercised, if at all, on or before
September 29, 2012. The Option cannot be exercised for fractional
shares.
Except to
the extent that the Option has been amended as described herein to revise the
definition of “Retirement”, the Option is subject to the terms, conditions and
restrictions of the Plan as in effect on the date of grant and adjusted to
reflect the merger of Wendy's International, Inc. with a subsidiary of the
Company. Copies of the Plan and current prospectus are
enclosed. At the time or times you wish to exercise this Option in
whole or in part, please refer to this letter and the provisions of the Plan
dealing with methods and formalities of exercising the Option.
To reject
the amendment, contact _______ ______ (___-___-____,
______.______@___________.___) to request a rejection form, which you may
complete and fax back no later than ________ __, 20__. If you have
any questions regarding this amendment, please feel free to contact
me.
Sincerely,
WENDY'S/ARBY’S
GROUP, INC.
Wendy E.
Henderson
Senior
Vice President – Risk Management and Total Rewards