exhibit10-2_1109.htm


    
      
        

        

      

      EXHIBIT 10.2

       

      

        
          RESTRICTED
SHARE UNIT AWARD AGREEMENT

          UNDER
THE WENDY’S/ARBY’S GROUP, INC.

          AMENDED
AND RESTATED 2002 EQUITY PARTICIPATION PLAN

        

        
          


           

           

        

        RESTRICTED
SHARE UNIT AWARD AGREEMENT (this “Agreement”), made as of _____________
__, 20__, by and between Wendy’s/Arby’s Group, Inc. (the “Company”) and
__________________ (“Award Recipient”):

         

        
          WHEREAS,
the Company maintains the Amended and Restated 2002 Equity Participation Plan,
as amended (as so amended, the “Plan”) under which the Performance Compensation
Subcommittee of the Company’s Board of Directors (the “Committee”) may, among
other things, award restricted share units to such eligible persons under the
Plan as the Committee may determine, subject to terms, conditions, or
restrictions as it may deem appropriate; and

          


          WHEREAS,
pursuant to the Plan, the Committee has granted to the Award Recipient a
restricted share unit award conditioned upon the execution by the Company and
the Award Recipient of a Restricted Share Unit Award Agreement setting forth all
the terms and conditions applicable to such award in accordance with Delaware
law;

        

        
          


        

        NOW,
THEREFORE, in consideration of the mutual promises(s) and covenants(s)
contained herein, it is hereby agreed as follows:

         

        1.           DEFINED
TERMS:  Except as
otherwise specifically provided herein, capitalized terms used herein shall have
the meanings attributed thereto in the Plan.

         

        2.           AWARD OF
RESTRICTED SHARE UNITS:  Subject to the terms
of the Plan and this Agreement, the Committee hereby awards to the Award
Recipient a restricted share unit award (the “Restricted Share Unit Award”) on
_____________ __, 20__ (the “Award Date”) of _______ restricted share units (the
“Restricted Share Units”) with an equal number of Dividend
Equivalents.  Subject to execution of this agreement, each Restricted
Share Unit represents the right to receive one (1) share of the Company’s Common
Stock, $.10 par value (the “Common Stock”), at the time and in the manner set
forth in Section 9 hereof.

         

        3.           DIVIDEND
EQUIVALENTS: 
Each Dividend Equivalent represents the right to receive all of the cash
and stock dividends that are or would be payable with respect to the Common
Stock represented by the Restricted Share Unit to which the Dividend Equivalent
relates.  Each such dividend shall be credited to an account on the
books of the Company (the “Dividend Account”) and paid to the Award Recipient,
along with interest thereon as described in the following sentence, if and when
the Restricted Share Unit vests (and forfeited back to the Company if it does
not).  Each cash dividend credited to the Dividend Account shall earn
interest at a floating rate equal to five percent (5%) plus the Base Rate (the
aggregate rate referred to as the “Interest Rate”), with the initial Interest
Rate being established on the date of the first dividend payment in respect of
an unvested Restricted Share Unit following the date hereof, and then
subsequently adjusted on the first day of each January, April, July and October
thereafter.  “Base Rate” shall mean the rate published on the
applicable day (or the preceding business day, if such

         

        
          
             


          

          
            
            

            
              

            

          

          
             


          

        


        day is
not a business day) in the Wall Street Journal
for notes maturing three (3) months after issuance under the caption “Money
Rates, London Interbank Offered Rates (LIBOR).”  Interest shall be
calculated based on a 360 day year and charged for the actual number of days
elapsed.

         

        4.           VESTING:  Subject to the Award
Recipient’s continued employment with the Company and its subsidiaries (other
than as set forth in Paragraph 6),

         

        4.1           One-third
of the Restricted Share Units (the “First Tranche Units”) shall vest and become
nonforfeitable on the first anniversary of the Award Date (the “First Vesting
Date”).

         

        4.2           One-third
of the Restricted Share Units (the “Second Tranche Units”) shall vest and become
nonforfeitable on the second anniversary of the Award Date (the “Second Vesting
Date”).

         

        4.3           One-third
of the Restricted Share Units (the “Third Tranche Units”) shall vest and become
nonforfeitable on the third anniversary of the Award Date (the “Third Vesting
Date”).

         

        4.4           Each
of the First Vesting Date, Second Vesting Date and Third Vesting Date may be
referred to herein as a “Vesting Date.”

         

        5.           TRANSFERABILITY;
RIGHTS AS STOCKHOLDER:  Prior to the vesting of a Restricted Share
Unit, such Restricted Share Unit and the rights to
dividends and interest provided under this Agreement shall not be
transferable by the Award Recipient by means of sale, assignment, exchange,
pledge, or otherwise.

         

        6.           EFFECT OF
TERMINATION OF EMPLOYMENT:  If the Award
Recipient's employment with the Company or any of its subsidiaries terminates on
account of termination by the Company or any of its subsidiaries without cause,
or on account of the Award Recipient’s death or permanent disability, the
Restricted Share Unit Award, to the extent not already vested, shall immediately
vest.  Upon termination of the Award Recipient's employment with the
Company or any of its subsidiaries for any other reason, the Restricted Share
Unit Award, to the extent not already vested, shall be forfeited, unless
otherwise determined by the Committee in its sole discretion.  For
purposes of this Agreement, “cause” shall mean “cause” or any like term, as
defined in any written employment contract or similar agreement between the
Company or any of its subsidiaries and the Award Recipient or, if not so
defined, “cause” shall mean (i) fraud, embezzlement or other unlawful or
tortious conduct, whether or not involving or against the Company or any
affiliate, (ii) violation of a policy of the Company or any affiliate, or (iii)
serious and willful acts or misconduct detrimental to the business or reputation
of the Company or any affiliate.

         

        7.           BENEFICIARY:  The Award
Recipient may designate a beneficiary(ies) to receive the stock certificates
representing those Restricted Share Units that become vested and non-forfeitable
upon the Award Recipient’s death. The Award Recipient has the right to change
such beneficiary designation at will.

         

         

        
          
            
               


            

            
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        8.   EFFECT OF
CHANGE OF CONTROL:  Upon the
occurrence of a Change of Control, any unvested Restricted Share Units shall be
deemed to have become vested and non-forfeitable as of immediately prior to the
Change of Control.

         

        9.           ISSUANCE
OF SHARES:

         

        9.1           Timing
of Delivery.  On each Vesting Date, or as soon thereafter as
administratively practicable, the Company shall issue Common Stock to the Award
Recipient (or, if applicable, the Award Recipient’s estate) with respect to
Restricted Share Units that become vested on such Vesting Date or that become
vested pursuant to Sections 6 or 8.

         

        9.2           Method
of Delivery.  The Common Stock issued to the Award Recipient (or, if
applicable, the Award Recipient’s estate) in respect of the Restricted Share
Unit Award may be either newly issued or treasury Common Stock.

         

        10.           WITHHOLDING
TAXES: 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 other settlement in respect of the Restricted
Share Units, 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 Share
Units 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 Share Units otherwise issuable upon
each Vesting Date that number of Restricted Share Units 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.

         

        11.           IMPACT ON
OTHER BENEFITS:  The value of the
Restricted Share Unit Award (either on the Award Date or at the time any
Restricted Share Units become vested and non-forfeitable) shall not be
includable as compensation or earnings for purposes of any benefit or incentive
plan offered by the Company or any of its subsidiaries.

         

        12.           ADMINISTRATION:  The Committee
shall have full authority and discretion (subject only to the express provisions
of the Plan) to decide all matters relating to the administration and
interpretation of this Agreement. All such Committee determinations shall be
final, conclusive, and binding upon the Company, the Award Recipient, and any
and all interested parties.

         

        13.           FUNDING:  Dividends and
distributions with respect to Restricted Share Units, and interest credited
thereon shall be paid directly by the Company.  The Company shall
not be required to
fund or otherwise segregate assets to be used for payment of these amounts under
the Plan, and all obligations of the Company with respect to such amounts under
the Plan shall remain subject to the claims of its general
creditors.

         

        
          
            
               


            

            
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        14.   RIGHT TO
CONTINUED EMPLOYMENT:  Nothing in the
Plan or this Agreement shall confer on an Award Recipient any right to continue
in the employ of the Company or any of its subsidiaries or in any way affect the
Company's or any of its subsidiaries’ right to terminate the Award Recipient's
employment without prior notice at any time for any reason.

         

        15.           CONSENT
TO ELECTRONIC DELIVERY OF PROSPECTUSES, ANNUAL REPORTS AND OTHER
INFORMATION:  By
executing this Agreement, the Award Recipient hereby consents to the electronic
delivery of prospectuses, annual reports and other information required to be
delivered by Securities and Exchange Commission rules.  This consent
may be revoked in writing by the Award Recipient at any time upon three business
days’ notice to the Company, in which case subsequent prospectuses, annual
reports and other information will be delivered in hard copy to the Award
Recipient.

         

        16.           BOUND BY
PLAN:  This Agreement
shall be subject to the terms of the Plan, as amended.  This Agreement
may not in any way be amended, revised or superceded without the Award
Recipient’s written consent.

         

        17.           FORCE AND
EFFECT:  The various
provisions of this Agreement are severable in their entirety. Any determination
of invalidity or unenforceability of any one provision shall have no effect on
the continuing force and effect of the remaining provisions.

         

        18.           GOVERNING
LAW:  This Agreement
shall be construed and enforced in accordance with and governed by the laws of
the State of Delaware, without giving effect to its conflict of laws
principles.

         

        19.           SUCCESSORS:  This Agreement
shall be binding and inure to the benefit of the successors, assigns and heirs
of the respective parties.

         

        20.           NOTICE:  Unless waived by
the Company, any notice to the Company required under or relating to this
Agreement shall be in writing and addressed to the Secretary of the
Company.

         

        21.           ENTIRE
AGREEMENT:  This Agreement
contains the entire understanding of the parties and shall not be modified or
amended except in writing and duly signed by the parties.  No waiver
by either party of any default under this Agreement shall be deemed a waiver of
any later default.

         

        22.           SECTION
409A:  The awards under this Agreement are intended to be
exempt from Section 409A of the Code as short-term
deferrals.

         


        
          
             


          

          
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        IN
WITNESS WHEREOF, the parties have signed this Agreement as of the date
hereof.

        


        WENDY’S/ARBY’S
GROUP, INC.

        


        


        By:
________________________________________

        Roland C. Smith

        President and Chief Executive
Officer

        
          


          Award
Recipient:

          


          


          __________________________

        

        [Name]


        
          
             


          

          
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