exhibit10-24_030410.htm


    Exhibit
10.24

    


    


    


    


    


    


    


    


    WENDY'S
INTERNATIONAL, INC.

    AMENDED
AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN NO. 2

    


    (EFFECTIVE
JANUARY 1, 2010)

    


    


    


    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    

 

    WENDY'S
INTERNATIONAL, INC.

    SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN

    


    Prior to
January 1, 2010, Wendy's International, Inc. maintained the Wendy's
International, Inc. Pension Plan and the Wendy's International, Inc. Profit
Sharing and Savings Plan for the benefit of its non-crew
employees.  Effective December 31, 2009, the Profit Sharing and
Savings Plan merged with and into the Wendy’s/Arby’s Group, Inc. 401(k)
Retirement Plan (the “WAG 401(k) Plan”).  From 1984 to 2004, Wendy’s
International, Inc. also maintained the Supplemental Executive Retirement Plan
to provide benefits in excess of those permitted in the Pension and Profit
Sharing and Savings Plans under the Internal Revenue Code.  Following
the enactment of Code section 409A, Wendy’s International, Inc. froze
contributions credited under the Supplemental Executive Retirement Plan to
maintain the grandfathered status of that plan under Code section
409A.  The Company maintains this Supplemental Executive Retirement
Plan No. 2 (the “SERP”) to provide benefits in compliance with the provisions of
Code section 409A.  This SERP shall be interpreted in conformity with
the requirements of Code section 409A.

    


    


    ARTICLE I - DEFINITIONS

    


    Whenever
used herein with the initial letter capitalized and unless a different meaning
is plainly required by the context, words and phrases shall have (a) the
meanings stated below, or (b) if not stated below, the meanings given to them in
the WAG 401(k) Plan, if defined under that plan.  All masculine terms
shall include the feminine and all singular terms shall include the plural,
unless the context clearly indicates the gender or the number.

    


    
      	
               
      

            	
              1.1

            	
              ACCOUNT means a notional
      account established for each Participant equal to the sum of the
      following: (a) all supplemental contributions and interest credited under
      Section 3.1, (b) all supplemental target contributions and interest
      credited under Section 3.2, and (c) all supplemental profit sharing
      contributions and interest credited under Section
  3.3.

            


    

     

    
      	
               
      

            	
              1.2

            	
              ACTIVE PARTICIPANT means a
      Covered Employee who becomes a Participant and continues to participate in
      the SERP pursuant to Article II.

            


    

     

    
      	
               
      

            	
              1.3

            	
              BENEFICIARY means any
      person or persons designated by a Participant to receive any death
      benefits that may become payable under Article IV after the death of such
      Participant.

            


    

     

    
      	
               
      

            	
              1.4

            	
              BOARD means the Board of
      Directors of the Company, or a committee
  thereof.

            


    

     

    
      	
               
      

            	
              1.5

            	
              CAUSE means the
      termination of a Participant’s employment by reason of the Board’s good
      faith determination that the Participant (a) willfully and continually
      failed to substantially perform his or her duties with the Company or
      Participating Employer (other than a failure resulting from
      the

            


    

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              Participant’s
      incapacity due to physical or mental illness) after a written demand for
      substantial performance is delivered to the Participant by the Board which
      specifically identifies the manner in which the Board believes that the
      Participant has not substantially performed his or her duties and such
      failure substantially to perform continues for at least fourteen (14)
      days, or (b) has willfully engaged in conduct which is demonstrably and
      materially injurious to the Company or Participating Employer, monetarily
      or otherwise, or (c) has otherwise materially breached the terms of his or
      her employment agreement with the Company or Participating Employer, if
      applicable (each, an “Employment Agreement”) (including, without
      limitation, a voluntary termination of the Participant’s employment
      by the Participant during the term of such Employment
      Agreement).  No act, nor failure to act, on the Participant’s
      part, shall be considered “willful” unless he or she has acted, or failed
      to act, with an absence of good faith and without a reasonable belief that
      his or her action or failure to act was in the best interest of the
      Company.  Notwithstanding the foregoing, the Participant’s
      employment shall not be deemed to have been terminated for Cause
      unless and until (1) there shall have been delivered to the Participant a
      copy of a written notice setting forth that the Participant was guilty of
      conduct set forth above in clause (a), (b) or (c) of the first sentence of
      this definition and specifying the particulars thereof in detail, and (2)
      the Participant shall have been provided an opportunity to be heard by the
      Board (with the assistance of Participant’s
  counsel).

            


    

     

    
      	
               
      

            	
              1.6

            	
              CHANGE IN CONTROL means
      the occurrence during the Plan Year
of:

            


    

     

    
      	
               
      

            	
              a)

            	
              An
      acquisition (other than directly from the Company) of any common stock or
      other voting securities of the Company entitled to vote generally for the
      election of directors (the "Voting Securities") by any "Person" (as
      the term person is used for purposes of Section 13(d) or 14(d) of the
      Securities Exchange Act of 1934, as amended (the "Exchange Act")),
      immediately after which such Person has "Beneficial Ownership" (within the
      meaning of Rule 13d-3 promulgated under the Exchange Act) of thirty
      percent (30%) or more of the then outstanding shares of the Company's
      common stock or the combined voting power of the Company's then
      outstanding Voting Securities; provided, however, in
      determining whether a Change in Control has occurred, Voting Securities
      which are acquired in a "Non-Control Acquisition" (as hereinafter defined)
      shall not constitute an acquisition which would cause a Change in
      Control.  A "Non-Control Acquisition" shall mean an acquisition
      by (i) an employee benefit plan (or a trust forming a part thereof)
      maintained by (A) the Company or (B) any corporation or other Person
      of which a majority of its voting power or its voting equity securities or
      equity interest is owned, directly or indirectly, by the Company (for
      purposes of this definition, a "Subsidiary") (ii) the Company or its
      Subsidiaries, or (iii) any Person in connection with a "Non-Control
      Transaction" (as hereinafter
defined);

            


    

     

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              b)

            	
              The
      individuals who, as of January 1, 2003, are members of the Board (the
      "Incumbent Board"), cease for any reason to constitute at least seventy
      percent (70%) of the members of the Board; provided, however, that
      if the election, or nomination for election by the Company's common
      stockholders, of any new director was approved by a vote of at least
      two-thirds of the Incumbent Board, such new director shall, for purposes
      of this SERP, be considered as a member of the Incumbent Board; provided further, however, that
      no individual shall be considered a member of the Incumbent Board if such
      individual initially assumed office as a result of an actual or threatened
      solicitation of proxies or consents by or on behalf of a Person other than
      the Board (a "Proxy Contest") including by reason of any agreement
      intended to avoid or settle any Proxy Contest;
  or

            


    

     

    
      	
               
      

            	
              c)

            	
              The
      consummation of:

            


    

     

    
      	
               
      

            	
              1)

            	
              A
      merger, consolidation or reorganization with or into the Company, or in
      which securities of the Company are issued (a "Merger"), unless such
      Merger is a "Non-Control Transaction."  A "Non-Control
      Transaction" shall mean a Merger
if:

            


    

     

    
      	
               
      

            	
              A)

            	
              the
      stockholders of the Company, immediately before such Merger own directly
      or indirectly immediately following such Merger at least seventy percent
      (70%) of the combined voting power of the outstanding voting securities of
      the corporation resulting from such Merger (the "Surviving Company") in
      substantially the same proportion as their ownership of the Voting
      Securities immediately before such
Merger,

            


    

     

    
      	
               
      

            	
              B)

            	
              the
      individuals who were members of the Incumbent Board immediately prior to
      the execution of the agreement providing for such Merger constitute at
      least two-thirds of the members of the board of directors of the Surviving
      Company, or a corporation beneficially directly or indirectly owning a
      majority of the Voting Securities of the Surviving Company,
      and

            


    

     

    
      	
               
      

            	
              C)

            	
              no
      Person other than (i) the Company, (ii) any Subsidiary, (iii) any employee
      benefit plan (or any trust forming a part thereof) that, immediately prior
      to such Merger was maintained by the Company or any Subsidiary, or (iv)
      any Person who, immediately prior to such Merger had Beneficial Ownership
      of thirty percent (30%) or more of the then outstanding Voting Securities
      or common stock of the Company, has Beneficial Ownership of thirty percent
      (30%) or more of the combined voting power of the Surviving Company then
      outstanding voting securities or its common
  stock;

            


    

     

    


    
      
        
           


        

        
          3

        

        
           


        

      

    

    


    
      	
               
      

            	
              2)

            	
              A
      complete liquidation or dissolution of the Company;
  or

            


    

     

    
      	
               
      

            	
              3)

            	
              The
      sale or other disposition of all or substantially all of the assets of the
      Company to any Person (other than a transfer to a
    Subsidiary).

            


    

     

    Notwithstanding
the foregoing, a Change in Control shall not be deemed to occur solely because
any Person (the "Subject Person") acquired Beneficial Ownership of more than the
permitted amount of the then outstanding common stock or Voting Securities as a
result of the acquisition of common stock or Voting Securities by the Company
which, by reducing the number of shares of common stock or Voting Securities
then outstanding, increases the proportional number of shares Beneficially Owned
by the Subject Persons, provided that if a Change in Control would occur (but
for the operation of this sentence) as a result of the acquisition of common
stock or Voting Securities by the Company, and after such share acquisition by
the Company, the Subject Person becomes the Beneficial Owner of any additional
common stock or Voting Securities which increase the percentage of the then
outstanding Voting Securities Beneficially Owned by the Subject Person, then a
Change in Control shall occur.

     

    
      	
               
      

            	
              1.7

            	
              CODE means the Internal
      Revenue Code of 1986, as amended from time to
  time.

            


    

     

    
      	
               
      

            	
              1.8

            	
              COMMITTEE means the
      Administrative Committee established in
  Article V.

            


    

     

    
      	
               
      

            	
              1.9

            	
              COMPANY means , prior to
      January 1, 2010, Wendy's International, Inc.  Effective January
      1, 2010, Company means Wendy’s/Arby’s Group,
  Inc.

            


    

     

    
      	
               
      

            	
              1.10

            	
              COMPENSATION means a
      Participant's annual Compensation, as that term is defined in the WAG
      401(k) Plan, except that there shall be no maximum amount of Compensation
      considered.  Compensation paid by the Company or any of its
      Subsidiaries after January 1, 2010 for services performed by a legacy
      Wendy’s brand employee, shall be treated as Compensation even though it is
      not paid by a Participating
Employer.

            


    

     

    
      	
               
      

            	
              1.11

            	
              CONTRIBUTIONS means the
      amounts credited to a Participant's Account during a Plan Year, other than
      interest, pursuant to Article III.

            


    

     

    
      	
               
      

            	
              1.12

            	
              COVERED EMPLOYEE means
      an Employee who, on or before October 26, 2006 has been appointed to
      serve as an officer:

            


    

     

    
      	
               
      

            	
              a)

            	
              For
      Wendy’s International, Inc., with the title of "Vice President" or above;
      or

            


    

     

    
      	
               
      

            	
              b)

            	
              For
      any Participating Employer, with such titles as may be designated for that
      Participating Employer by the Board or a committee
  thereof.

            


    

     

    


    
      
        
           


        

        
          4

        

        
           


        

      

    

    


    
      	
               
      

            	
              1.13

            	
              EFFECTIVE DATE means
      January 1, 2010, the effective date of this
  SERP.

            


    

     

    
      	
               
      

            	
              1.14

            	
              EMPLOYEE means a person
      employed by the Company or a Participating Employer who is a United States
      citizen or resident alien.

            


    

     

    
      	
               
      

            	
              1.15

            	
              FINAL AVERAGE COMPENSATION
      shall mean a Participant's average annual Compensation over the
      five (5) consecutive calendar years while a Covered Employee (or the total
      number of completed calendar years while a Covered Employee if less than
      five (5)) out of the last ten (10) completed calendar years while a
      Covered Employee preceding the Participant's attainment of age sixty (60)
      which will provide him with the highest annual average
      Compensation.

            


    

     

    
      	
               
      

            	
              1.16

            	
              GRANDFATHER ELIGIBLE
      PARTICIPANT shall mean a Participant who was an Active Participant
      in the Wendy’s International, Inc. Supplemental Executive Retirement Plan
      on January 1, 2003, and who had attained age 55 and completed at least
      five (5) Years of Service as of that
date.

            


    

     

    
      	
               
      

            	
              1.17

            	
              INACTIVE PARTICIPANT
      means a former Active Participant who is no longer a Covered Employee but
      who has an Account remaining in the
SERP.

            


    

     

    
      	
               
      

            	
              1.18

            	
              NORMAL RETIREMENT DATE
      and NORMAL RETIREMENT AGE
      both mean the first of the month coincident with or next following
      a Participant's sixty-fifth
birthday.

            


    

     

    
      	
               
      

            	
              1.19

            	
              PARTICIPANT means an
      Active Participant or an Inactive
Participant

            


    

     

    
      	
               
      

            	
              1.20

            	
              PARTICIPATING EMPLOYER
      means an Affiliate, as defined in the WAG 401(k) Plan, that has been
      authorized to participate in the SERP by the Board or a committee
      thereof.

            


    

     

    
      	
               
      

            	
              1.21

            	
              PENSION PLAN means the
      Wendy's International, Inc. Pension
Plan.

            


    

     

    
      	
               
      

            	
              1.22

            	
              PROFIT SHARING AND SAVINGS PLAN
      means the Wendy's International, Inc. Profit Sharing and Savings
      Plan.

            


    

     

    
      	
               
      

            	
              1.23

            	
              PLAN YEAR means the
      calendar year.

            


    

     

    
      	
               
      

            	
              1.24

            	
              SERP means the Wendy's
      International, Inc. Supplemental Executive Retirement Plan No.
      2.

            


    

     

    
      	
               
      

            	
              1.25

            	
              TOTAL AND PERMANENT
      DISABILITY means a physical or mental condition which qualifies a
      Participant for Social Security disability benefits or which qualifies
      such Participant to continue to receive benefits under the Company's
      disability plan, after having received such benefits for twelve (12)
      months.

            


    

     

    


    
      
        
           


        

        
          5

        

        
           


        

      

    

    


    
      	
               
      

            	
              1.26

            	
              WAG 401(k) PLAN means the
      Wendy's/Arby’s Group, Inc. 401(k) Retirement
  Plan.

            


    

     

    
      	
               
      

            	
              1.27

            	
              YEAR OF SERVICE means
      any Plan Year during which an Employee is credited with a Year of Service
      under the WAG 401(k) Plan.

            


    

     

    


    ARTICLE
II - ELIGIBILITY AND PARTICIPATION

     

    
      	
               
      

            	
              2.1

            	
              ELIGIBILITY

            


    

     

    Each
Covered Employee who was an Active Participant in the Wendy’s International,
Inc. Supplemental Executive Retirement Plan on the day prior to the Effective
Date shall be an Active Participant in the SERP on the Effective Date if still a
Covered Employee on that date.

     

    Any other
Covered Employee shall become a Participant in the SERP on the latest of the
Effective Date, the first day of the Plan Year following the date the Employee
became a Covered Employee (the Covered Employee's date of hire or promotion into
eligible employment), or the Entry Date upon which the Covered Employee becomes
a Match Eligible Participant in the WAG 401(k) Plan.

     

    
      	
               
      

            	
              2.2

            	
              REEMPLOYMENT FOLLOWING
      QUALIFIED MILITARY SERVICE

            


    

     

    Notwithstanding
any provision of this SERP to the contrary, a Covered Employee who returns to
employment following qualified military service shall be credited with such
Contributions and Years of Service as required under Chapter 43 of Title 38 of
the United States Code.

    


    ARTICLE
III – AMOUNT OF BENEFIT

     

    
      	
               
      

            	
              3.1

            	
              CREDITS TO SUPPLEMENTAL
      ACCOUNT

            


    

     

    
      	
               
      

            	
              a)

            	
              On
      the last day of each Plan Year commencing after December 31, 2002, for
      each Active Participant who remains employed as a Covered Employee by the
      Company or a Participating Employer on the last day of the Plan Year, or
      who dies, becomes disabled or attains Normal Retirement Age during the
      Plan Year while actively employed, the Company shall credit to the
      Supplemental Account of such Active Participant an amount determined as
      follows:

            


    

     

    
      	
               
      

            	
              1)

            	
              For
      each Active Participant described above who is not a Grandfather Eligible
      Participant, on the last day of each Plan Year commencing after December
      31, 2002 but before January 1, 2007, an amount equal to the net
      supplemental credit described in (b)
below.

            


    

     

    
      	
               
      

            	
              2)

            	
              For
      each Active Participant described above who is not a Grandfather Eligible
      Participant, on the last day of each Plan
Year

            


    

     

    


    
      
        
           


        

        
          6

        

        
           


        

      

    

    


    
      	
               
      

            	
              commencing
      after December 31, 2006, an amount equal to the net supplemental credit
      described in (c) below.

            


    

     

    
      	
               
      

            	
              3)

            	
              For
      each Active Participant described above who is not a Grandfather Eligible
      Participant, on the last day of each Plan Year commencing after December
      31, 2009, an amount equal to the net supplemental credit described in (d)
      below.

            


    

     

    
      	
               
      

            	
              4)

            	
              For
      each Grandfather Eligible Participant described above, an amount equal to
      the greater of the net supplemental credit described in (b), (c) or (d)
      below, as applicable, and the target credit which would have been
      credited to such Participant for such Plan Year under Section
      3.2(b).

            


    

     

    
      	
               
      

            	
              b)

            	
              Net Supplemental
      Credit.  For Plan Years beginning after December 31, 2004
      but before December 31, 2006, the difference between the gross
      supplemental credit amount determined under the table in paragraph (1)
      below and the offsets set forth in paragraph (2)
  below.

            


    

     

    
      	
               
      

            	
              1)

            	
              Gross Supplemental
      Credit.

            


    

     

    
      	
              Participant's
      Age Plus Years of Service as of the first day of the Plan
    Year

            	 
      	
              Supplemental
      Credits as a percentage of prior year Compensation

            
	
              Less
      than 40

            	 
      	
              5%

            
	
              40-49

            	 
      	
              8%

            
	
              50-59

            	 
      	
              11%

            
	
              60-69

            	 
      	
              14%

            
	
              70
      or more

            	 
      	
              18%

            
	 
      	 
      	 
      


    

    
      	
               
      

            	
              2)

            	
              Offsets.  The
      aggregate of (A) the amounts credited during the prior Plan Year to such
      Participant pursuant to Section 1.1(c) of the Pension Plan, (B) the
      amounts that would have been credited during the prior Plan Year to such
      Participant pursuant to Section 3.5 of the Profit Sharing and Savings Plan
      had the Participant elected to make Deferred Income Contributions to
      receive the maximum available Company Safe Harbor Matching Contribution,
      (C) any Company Contributions credited to such Participant during the
      prior Plan Year pursuant to Section 3.1 of the Profit Sharing and Savings
      Plan, and (D) that portion of all "social security" employment (FICA)
      taxes paid during the prior Plan Year by the Company or Participating
      Employer pursuant to Code section
3111(a).

            


    

     

    
      	
               
      

            	
              c)

            	
              Net Supplemental
      Credit.  For Plan Years beginning after December 31, 2006
      but before December 31, 2009, the difference between the gross
      supplemental credit amount determined under the table in paragraph (1)
      below and the offsets set forth in paragraph (2)
  below.

            


    

     

    


    
      
        
           


        

        
          7

        

        
           


        

      

    

    


    
      	
               
      

            	
              1)

            	
              Gross
      Supplemental Credit.

            


    

     

    
      	
              Participant's
      Age Plus Years of Service as of the first day of the Plan
    Year

            	 
      	
              Supplemental
      Credits as a percentage of prior year Compensation

            
	
              Less
      than 40

            	 
      	
              2.5%

            
	
              40-49

            	 
      	
              5%

            
	
              50-59

            	 
      	
              7.5%

            
	
              60
      or more

            	 
      	
              10%

            
	 
      	 
      	 
      


    

     

    
      	
               
      

            	
              2)

            	
              Offsets.  The
      aggregate of (A) the amounts that would have been credited during the
      prior Plan Year to such Participant pursuant to Section 3.5 of the Profit
      Sharing and Savings Plan had the Participant elected to make Deferred
      Income Contributions to receive the maximum available Company Safe Harbor
      Matching Contribution, (B) any Company Contributions credited to such
      Participant during the prior Plan Year pursuant to Section 3.1 of the
      Profit Sharing and Savings Plan, and (C) that portion of all "social
      security" employment (FICA) taxes paid during the prior Plan Year by the
      Company or Participating Employer pursuant to Code section
      3111(a).

            


    

     

    
      	
               
      

            	
              d)

            	
              Net Supplemental
      Credit.  For Plan Years beginning after December 31,
      2009, the difference between the gross supplemental credit amount
      determined under the table in paragraph (1) below and the offsets set
      forth in paragraph (2) below.

            


    

     

    
      	
               
      

            	
              1)

            	
              Gross Supplemental
      Credit.

            


    

     

    
      	
              Participant's
      Age Plus Years of Service as of the first day of the Plan
    Year

            	 
      	
              Supplemental
      Credits as a percentage of prior year Compensation

            
	
              Less
      than 40

            	 
      	
              2.5%

            
	
              40-49

            	 
      	
              5%

            
	
              50-59

            	 
      	
              7.5%

            
	
              60
      or more

            	 
      	
              10%

            
	 
      	 
      	 
      


    

     

    
      	
               
      

            	
              2)

            	
              Offsets.  The
      aggregate of (A) the amounts that would have been credited during the
      prior Plan Year to such Participant pursuant to Section 4.4 of the WAG
      401(k) Plan had the Participant elected to make Deferred Income
      Contributions to receive the maximum available Company Safe Harbor
      Matching Contribution, (B) any Company Contributions credited to such
      Participant during the prior Plan Year pursuant to Section 4.1 of the WAG
      401(k) Plan, and (C) that portion of all "social security" employment
      (FICA) taxes paid during the prior Plan Year by the Company or
      Participating Employer pursuant to Code section
  3111(a).

            


    

     

    


    
      
        
           


        

        
          8

        

        
           


        

      

    

    


    
      	
               
      

            	
              e)

            	
              Interest.  On
      the last day of each Plan Year, interest shall be credited to the
      Supplemental Account as of that date but before crediting the allocation
      for that Plan Year (if any) under this Section, for each Participant at a
      rate equal to:

            


    

     

    
      	
               
      

            	
              1)

            	
              From
      the Effective Date to December 31, 2007, the interest rate applied for
      that Plan Year to the Account Balance Benefit under the Pension
      Plan.

            


    

     

    
      	
               
      

            	
              2)

            	
              From
      January 1, 2008, the 30 year Constant Maturity Treasury Rate (or the next
      longest US government bond rate then available) as of November 30th.

            


    

     

    
      	
               
      

            	
              3.2

            	
              CREDITS TO SUPPLEMENTAL TARGET
      ACCOUNT

            


    

     

    
      	
               
      

            	
              a)

            	
              Except
      as provided in Section 3.4 below, prior to January 1, 2003, the Company
      shall credit to the Supplemental Target Account for each eligible
      Participant the amounts described below and after January 1, 2003, the
      Company shall credit to the Supplemental Target Account the interest
      credits described in (c) below :

            


    

     

    
      	
               
      

            	
              (1)

            	
              For
      each eligible and Active Participant who remains employed by the Company
      on the last day of the Plan Year, the amounts described in (b) below
      calculated as of the last day of the prior Plan Year and the amount
      described in (c) below calculated as of the last day of the Plan
      Year.

            


    

    


    
      	
               
      

            	
              (2)

            	
              For
      each eligible and Active Participant who dies or becomes disabled during
      the Plan Year while actively employed, the amount described in (b) below
      calculated as of the last day of the prior Plan Year.  For each
      eligible and Active Participant who died or became disabled during a Plan
      Year while actively employed and who has not yet received payment of his
      SERP benefits, the amount described in (c) below calculated as of the
      earlier of the last day of the Plan Year or the date as of which benefits
      are paid under the SERP.

            


    

    
      	
               
      

            	 


    

    
      	
               
      

            	
              (3)

            	
              For
      each eligible and Active Participant who attained Normal Retirement Age
      during the Plan Year while actively employed, the amount described in (b)
      below calculated as of such Participant's Normal Retirement Date and the
      amount described in (c) below calculated from the Normal Retirement Date
      to the earlier of the last day of the Plan Year or the date as of which
      benefits are paid under the SERP.

            


    

    


    
      	
               
      

            	
              b)

            	
              An
      amount which will provide each Participant with a targeted annual benefit
      payable as a life annuity at his Normal Retirement Date equal to the
      amount obtained, if any, when the sum of (2), (3), (4) and (5) below is
      subtracted from (1) below:

            


    

     

    


    
      
        
           


        

        
          9

        

        
           


        

      

    

    


    
      	
               
      

            	
              (1)

            	
              Fifty
      percent (50%) of the Participant's Final Average Compensation (determined
      without salary projection) multiplied by a fraction, not exceeding one
      (1), the numerator of which is the number of the Participant's
      expected Years of Service
      at his Normal Retirement Date and the denominator of which is fifteen
      (15).

            


    

     

    


    
      	
               
      

            	
              (2)

            	
              The
      Participant’s expected Accrued Benefit Derived from Company Contributions
      at his Normal Retirement Date under the Pension Plan, assuming that the
      Participant had elected to make Participant Contributions to the Plan in
      each Plan Year such contributions as were permitted and that interest
      credited to the Account Balance Benefit for future years will be at the
      rate of 7.5%, including the Prior Plan Benefit and the Minimum
      Benefit.

            


    

    


    
      	
               
      

            	
              (3)

            	
              With
      regard to the WAG 401(k) Plan, the sum of the
    Participant’s:

            


    

    


    
      	
               
      

            	
              (i)

            	
              Company
      Matched Contribution Account;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Company
      Contribution Account;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              Company
      Safe Harbor Matching Contribution Account calculated as if the Participant
      had elected to make Deferred Income Contributions to receive the maximum
      available Company Safe Harbor Matching Contribution and as if such
      contributions had earned interest at an annual rate of
    7.5%;

            


    

    


    
      	
               
      

            	
              (iv)

            	
              any
      prior distributions from such Accounts;
and

            


    

    


    
      	
               
      

            	
              (v)

            	
              future
      expected Company Safe Harbor Matching Contributions for each Plan Year
      until the Participant’s Normal Retirement Date equal to the Company Safe
      Harbor Matching Contribution deemed to have been received by the
      Participant for that Plan Year.

            


    

    


    Such
amount shall be projected for the number of years from the earlier of the
distribution of such Accounts to the Participant or the date of this calculation
to the Participant’s Normal Retirement Date at an interest rate of seven and
one-half percent (7.5%) compounded annually.  In the event that such
Profit Sharing and Savings Plan Accounts are distributed to the Participant on
different dates, then this projection shall be applied separately to each
distribution based upon the specific dates of distribution.

    


    The total
projected value shall be converted to a life annuity payable at the
Participant’s Normal Retirement Date, using the interest rate published by the
Pension Benefit Guaranty Corporation for use in calculating immediate annuities
which is in effect on the first day of 

    


    
      
        
           


        

        
          10

        

        
           


        

      

    

    


    the Plan
Year to the extent that such rate continues to be published.  In the
event that such rate is no longer published, the total projected value shall be
converted using the applicable interest rate as defined in Code section
417(e)(3) for the lookback month of November preceding the first day of the Plan
Year.

    


    
      	
               
      

            	
              (4)

            	
              The
      Participant's Supplemental Profit Sharing Account projected and converted
      to a life annuity payable at his Normal Retirement Date in the same manner
      as the WAG 401(k) Plan Accounts in (3)
above.

            


    

    


    
      	
               
      

            	
              (5)

            	
              The
      amount of the retirement income the Participant is entitled to receive
      pursuant to the Supplemental Retirement Agreement under the Nonqualified
      Plan.

            


    

    


    
      	
               
      

            	
              c)

            	
              An
      amount equal to the interest rate described below applied to the amount in
      the Participant's Supplemental Target Account as of the last day of the
      Plan Year or, for purposes of Section 3.2(a)(3), as of the Participant's
      Normal Retirement Date.

            


    

     

    
      	
               
      

            	
              1)

            	
              From
      the Effective Date to December 31, 2007, the interest rate applied for
      that Plan Year to the Account Balance Benefit under the Pension Plan;
      and

            


    

     

    
      	
               
      

            	
              2)

            	
              From
      January 1, 2008, the 30 year Constant Maturity Treasury Rate (or the next
      longest US government bond rate then available) as of November 30th.

            


    

     

    
      	
               
      

            	
              3.3

            	
              CREDITS TO SUPPLEMENTAL PROFIT
      SHARING ACCOUNT

            


    

     

    The
Company shall credit or charge, as applicable, to each Participant's
Supplemental Profit Sharing Accounts the following amounts:

     

    
      	
               
      

            	
              a)

            	
              For
      each Plan Year prior to January 1, 2003 during which the Participant is an
      Active Participant in the Profit Sharing and Savings Plan, the amount by
      which:

            


    

     

    
      	
               
      

            	
              (1)

            	
              The
      amount of Company Contributions which the Company would have allocated to
      the Active Participant’s Accounts under the Profit Sharing and Savings
      Plan without regard to the maximum annual limitations imposed by Section
      415 of the Code or the limitation on compensation imposed by Section
      401(a)(17) of the Code; exceeds

            


    

     

    
      	
               
      

            	
              (2)

            	
              The
      actual amount of Company Contributions which the Company allocates to the
      Active Participant’s Accounts under the Profit Sharing and Savings
      Plan.

            


    

     

    
      


      
        	
                 
      

              	
                b)

              	
                For
      each Plan Year from January 1, 2003 to December 31, 2006,during which the
      Participant is an Active Participant, an Inactive Participant or a
      

              


      

    

    


    
      
        
           


        

        
          11

        

        
           


        

      

    

    


    
      	
               
      

            	
               

            	
              former
      Participant in the Profit Sharing and Savings Plan, an amount equal to the
      net gain (or net loss) that would have been credited (or charged) had the
      amounts allocated to the Participant's Supplemental Plan Accounts been
      invested in a manner similar to the investment of his Accounts under the
      Profit Sharing and Savings Plan during a similar time
    frame.

            


    

     

    If the
Participant does not have any actual Accounts under the Profit Sharing and
Savings Plan, his Supplemental Plan Accounts shall be treated as though they had
been invested in the default investment offered under the Profit Sharing and
Savings Plan (as referenced in Section 16.1 of such plan, or any successor
section thereto).

    


    
      	
               
      

            	
              c)

            	
              On
      the last day of each Plan Year commencing after December 31, 2006,
      interest shall be credited to the Participant’s Supplemental Profit
      Sharing Account as of the last day of the Plan Year at a rate equal
      to:

            


    

     

    
      	
               
      

            	
              1)

            	
              For
      the Plan Year commencing January 1, 2007, the interest rate applied for
      that Plan Year to the Account Balance Benefit under the Pension Plan;
      and

            


    

     

    
      	
               
      

            	
              2)

            	
              For
      Plan Years commencing after December 31, 2007, the 30 year Constant
      Maturity Treasury Rate (or the next longest US government bond rate then
      available) as of November 30th.

            


    

     

    
      	
               
      

            	
              3.4

            	
              CASH
      ELECTION

            


    

     

    Prior to
January 1, 2003, each Active Participant who was projected to have five (5) or
more Years of Service by the end of the Plan Year had been permitted to elect,
prior to notification of the Target Credit (as determined under Section 3.2
above) for such Plan Year, to receive in cash the amount that would otherwise be
credited to his Supplemental Target Account on the last day of such Plan
Year.  Payment of the vested Target Credits, which were elected to be
taken as cash, shall be paid by the end of the month following the last day of
the Plan Year for which the dollars are credited.

     

    
      	
               
      

            	
              3.5

            	
              TERMINATION
      BENEFIT

            


    

     

    If a
Participant's employment terminates for any reason on or after his Normal
Retirement Age, after incurring a Total and Permanent Disability, as a result of
death or after completing five (5) Years of Service, such Participant (or his
Beneficiary in the event of the Participant's death) shall be entitled to
receive a benefit, payable in accordance with Article IV, equal to the balance
of the Participant's Account.  If a Participant's employment is
terminated for any reason prior to the earliest of attaining his Normal
Retirement Age, incurring a Total and Permanent Disability, the date of his
death or completing five (5) Years of Service,
then notwithstanding any contrary provision in this SERP, neither the
Participant nor his Beneficiary shall be entitled to any benefits under this
SERP.

     

    


    
      
        
           


        

        
          12

        

        
           


        

      

    

    


     

    Notwithstanding
the foregoing, the Participant shall be entitled to receive a benefit payable in
accordance with Article IV, equal to the balance of the Participant's Account,
if the Participant’s employment is terminated by the Company without Cause
within two years following a Change in Control or prior to the date of a Change
in Control if the Participant reasonably demonstrates that the termination (a)
was at the request of a third party who has indicated an intention or taken
steps reasonably calculated to effect a Change in Control or (b) otherwise arose
in connection with, or in anticipation of, a Change in Control which has been
threatened or proposed, such termination shall be deemed to have occurred after
a Change in Control for purposes of this Agreement provided a Change in Control
shall actually have occurred.

     

     

    ARTICLE
IV - FORMS OF PAYMENT

     

    
      	
               
      

            	
              4.1

            	
              DISTRIBUTION OF
      BENEFITS

            


    

     

    
      	
               
      

            	
              a)

            	
              Normal
      Form.  Unless a Participant elects one of the
      distribution alternatives described in Section 4.1(b) in the manner set
      forth in Section 4.1(c), upon the Participant’s Termination (other than
      for death, Total and Permanent Disability or a Termination described in
      Section 7.3 or 7.5), the Participant will receive the distribution of his
      or her Accounts in a single lump sum on, or as soon as practicable after,
      the six month anniversary of the date of such
  Termination.

            


    

     

    
      	
               
      

            	
              b)

            	
              Alternative
      Form.  In the alternative, a Participant may elect to
      receive his or her Accounts in quarterly installments payable over no less
      than two years and no more than fifteen (15) years commencing on, or as
      soon as practicable after, the six-month anniversary of the date of such
      Termination, with the amount of each installment equal to the amount of
      the Account on the Valuation Date immediately prior to the payment of such
      installment divided by the number of installments remaining to be
      paid.

            


    

     

    
      	
               
      

            	
              c)

            	
              Timing
      and Manner of Distribution Elections.  Distribution
      elections shall be made in such manner as may be designated by the Plan
      Administrator and communicated to Participants.  Any election
      made within twelve months of the date payment would otherwise commence
      (unless made within 30 days of becoming a Participant) shall be
      disregarded and benefits shall be paid in accordance with the preceding
      distribution election, if any, selected by such Participant or, if no such
      distribution election has been made, in accordance with Section
      4.1.  Effective January 1, 2006, any distribution election made
      more than 30 days after the Participant became an Eligible Individual
      shall delay the commencement of distributions to such Participant by five
      years from the date payments would have commenced in accordance with the
      preceding distribution election, if any, selected by such Participant or,
      if no such distribution election has been made, in accordance with Section
      4.1.

            


    

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              4.2

            	
              Distributions on Total
      and Permanent Disability or
Death.

            


    

     

    Notwithstanding
the foregoing, in the event: (i) a Participant incurs a Termination by reason of
such Participant’s Total and Permanent Disability or (ii) a Participant dies,
whether before or after the payment of benefits has commenced hereunder, the
Participant’s total Account Balance shall be paid in a single lump sum as soon
as practicable after such occurrence but not later than the March 15th of
the year following the year in which such Termination occurs.

     

    
      	
               
      

            	
              4.3

            	
              Distributions on
      Change in Control.

            


    

     

    Notwithstanding
the foregoing, if within two years following a Change in Control, a
Participant’s employment with the Company and its Affiliates is involuntarily
terminated without Cause or is terminated by the Participant for Good Reason,
the Participant’s total Account Balance shall be paid in a single lump
sum.  Such lump sum:

     

    
      	
               
      

            	
              (a)

            	
              If
      the Participant is not a “specified employee” or if the Change in Control
      constitutes “a change in ownership or effective control of the Company” or
      a “change in the ownership of a substantial portion of the Company’s
      assets,” in each case within the meaning of Code section 409A, shall be
      paid as soon as practicable after such termination but not later than the
      March 15th
      of the year following the year in which such termination
      occurs.

            


    

     

    
      	
               
      

            	
              (b)

            	
              If
      both the Participant is a “specified employee” and the Change in Control
      does not constitute either “a change in ownership or effective control of
      the Company” or a “change in the ownership of a substantial portion of the
      Company’s assets,” in each case within the meaning of Code section 409A,
      shall be paid as soon as practicable after the first day of the calendar
      month following the date which is six (6) months after the date of the
      Participant’s termination.

            


    

     

    
      	
               
      

            	
              4.4

            	
              DESIGNATION OF
      BENEFICIARY

            


    

     

    Each
Participant shall designate, by giving a designation in approved form to the
Plan Administrator, a Beneficiary to receive any benefits which may become or
continue to be payable upon or after his death under this
Plan.  Successive designations may be made and the last designation
received by the Plan Administrator prior to the death of the Participant shall
be effective and shall revoke all prior designations.

    


    If a
Participant shall fail to designate a Beneficiary, if such designation shall for
any reason be illegal or ineffective or if no Beneficiary so designated survives
the Participant, then his benefits shall be paid to:

    


    
      	
               
      

            	
              a)

            	
              His
      surviving spouse; or

            


    

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              b)

            	
              If
      there is no surviving spouse, to the executor or other personal
      representative of the Participant to be distributed in accordance with the
      Participant’s will, or if he has no valid will, in accordance with
      applicable state law.

            


    

     

    


    ARTICLE
V - PLAN ADMINISTRATION

     

    
      	
               
      

            	
              5.1

            	
              PLAN
      ADMINISTRATOR

            


    

     

    
      	
               
      

            	
              a)

            	
              The
      Company shall be the Plan Administrator.  The Company shall
      appoint a Committee to act as its agent or delegate in carrying out its
      administrative duties.

            


    

     

    
      	
               
      

            	
              b)

            	
              The
      Committee shall consist of not fewer than three (3) members who shall be
      appointed by the Company and may include individuals who are not
      Participants in the Plan.  The Company may remove or replace any
      member at any time in its sole discretion, and any member may resign by
      delivering a written resignation to the Company, which resignation shall
      become effective at its delivery or at any later date specified
      therein.

            


    

     

    
      	
               
      

            	
              5.2

            	
              POWERS OF THE PLAN
      ADMINISTRATOR

            


    

     

    The Plan
Administrator shall be charged with the operation and administration of the
SERP in accordance with the terms hereof and shall have all the powers necessary
to carry out the provisions of the SERP.  Any and all determinations,
actions or decisions of the Plan Administrator and Committee with respect to the
administration of the SERP, including without limitation the determination of
benefit eligibility and interpretation of SERP provisions, shall be final and
conclusive and binding upon all parties having an interest in the
SERP.

    


    
      	
               
      

            	
              5.3

            	
              COMMITTEE

            


    

     

    
      	
               
      

            	
              a)

            	
              The
      Committee shall hold meetings upon such notice and at such times and
      places as its members may from time to time deem appropriate, and may
      adopt from time to time such bylaws and regulations for the conduct and
      transaction of its business and affairs consistent with the terms of the
      Plan and the delegation of duties and powers by the Company.  A
      majority of its members at the relevant time shall constitute a quorum for
      the transaction of business.  All action taken by the Committee
      shall be by vote of the majority of its members present at such meeting,
      except that the Committee also may act without a meeting by a written
      consent signed by a majority of its members.  A member shall not
      be disqualified from acting because of any personal interest, benefit or
      advantage, inasmuch as a member may be a director of the Company, an
      Employee or a Participant, but no member shall vote or act in connection
      with an action of the Committee relating exclusively to
      himself.

            


    

     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              b)

            	
              The
      Committee may allocate among its members such specific responsibilities,
      obligations, powers or duties as shall be deemed
    appropriate.

            


    

     

    
      	
               
      

            	
              5.4

            	
              INDEMNIFICATION

            


    

     

    The
Company shall indemnify and defend each member of the Committee and all officers
or representatives of the Company and Employees assigned fiduciary
responsibility under Federal law to the greatest extent permitted by applicable
law against any and all claims, losses, damages, expenses (including reasonable
attorneys' fees) and liability arising from any action or failure to act in
connection with the SERP.

    


    ARTICLE
VI - CLAIMS PROCEDURES

     

    
      	
               
      

            	
              6.1

            	
              CLAIMS
      REVIEW

            


    

     

    Any
Participant, former Participant or Beneficiary who wishes to request a review of
a claim for benefits or who wishes an explanation of a benefit or its denial may
direct to the Plan Administrator a written request for such review within one
hundred twenty (120) days of the denial.  The Plan Administrator shall
respond to the request by issuing a notice to the claimant as soon as possible,
but in no event later than ninety (90) days (one hundred eighty (180) days in
special cases) from the date of receipt of the request.  This notice
furnished by the Plan Administrator shall be written in a manner calculated to
be understood by the claimant and shall include the following:

    


    
      	
               
      

            	
              a)

            	
              The
      specific reason or reasons for any denial of
  benefits;

            


    

     

    
      	
               
      

            	
              b)

            	
              The
      specific SERP provisions on which any denial is
  based;

            


    

     

    
      	
               
      

            	
              c)

            	
              A
      description of any further material or information which is necessary for
      the claimant to perfect his claim and an explanation of why the material
      or information is needed; and

            


    

     

    
      	
               
      

            	
              d)

            	
              An
      explanation of the SERP's claim appeals
  procedure.

            


    

     

    If the
Plan Administrator denies the claim or fails to respond to the claimant's
written request for a review within one hundred eighty (180) days of its
receipt, the claimant shall be entitled to proceed to the claim appeals
procedure described in Section 6.2.  If the claimant does not respond
to the notice, posted by first-class mail to the address of record of the
claimant, within sixty (60) days from receipt of the notice, the claimant shall
be considered satisfied in all respects.

    


    
      	
               
      

            	
              6.2

            	
              APPEALS
      PROCEDURE

            


    

     

    In the
event that the claimant wishes to appeal the claim review denial, the claimant
or his duly authorized representative may submit to the Plan Administrator,
within sixty (60) days of his receipt of the notice, a written 

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    notification
of appeal of the claim denial.  The notification of appeal of the
claim denial shall permit the claimant or his duly authorized representative to
utilize the following claim appeals procedures:

    


    
      	
               
      

            	
              a)

            	
              To
      review pertinent documents; and

            


    

     

    
      	
               
      

            	
              b)

            	
              To
      submit issues and comments in writing to which the Plan Administrator
      shall respond.

            


    

     

    The Plan
Administrator shall furnish a final written decision on formal review not later
than sixty (60) days after receipt of the notification of appeal, unless special
circumstances require an extension of the time for processing the
appeal.  In no event, however, shall the Plan Administrator respond
later than one hundred twenty (120) days after a request for an
appeal.  The decision on the appeal shall be written in a manner
calculated to be understood by the claimant, shall include specific reasons for
the decision, and shall contain specific references to the pertinent SERP
provisions on which the decision is based.

    


    
      	
               
      

            	
              6.3

            	
              DISCRETION REGARDING CLAIMS AND
      APPEALS

            


    

     

    The Plan
Administrator, or any individual or committee to whom responsibility for claims
and appeals has been delegated, shall have complete discretion in deciding such
claims and appeals and any such decision shall be final, conclusive and binding
upon the claimant.

     

    


    ARTICLE
VII - MISCELLANEOUS

     

    
      	
               
      

            	
              7.1

            	
              AMENDMENT AND
      TERMINATION

            


    

     

    The SERP
may be amended by the Company, by action of its Board or a committee thereof, at
any time in its discretion and without the consent of any
Participant.  However, in the event of the amendment or termination of
the SERP, any benefit accrued to such date shall not be reduced or forfeited
without the consent of each affected Participant.  Further, the SERP
may not be amended or terminated for two years following the end of the Plan
Year in which a Change in Control occurs or, prior to the date of a Change in
Control, if an affected Participant reasonably demonstrates that the amendment
or termination is had been adopted (a) at the request of a third party who has
indicated an intention or taken steps reasonably calculated to effect a Change
in Control or (b) otherwise in connection with, or in anticipation of, a
Change in Control which has been threatened or proposed, in either case provided
a Change in Control shall actually have occurred.

     

    
      	
               
      

            	
              7.2

            	
              NO CONTRACT OF
      EMPLOYMENT

            


    

     

    Nothing
herein contained shall be construed to constitute a contract of employment
between the Company and any Participant.

     

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    
 

    
      	
               
      

            	
              7.3

            	
              UNFUNDED
      PLAN

            


    

     

    The SERP
at all times shall be considered entirely unfunded both for tax purposes and for
purposes of the Employee Retirement Income Security Act of 1974
(ERISA).  Notwithstanding the foregoing, the Company may establish a
benefits protection trust for the benefit of Participants with an independent
bank as trustee.  Prior to a Change in Control, the Company shall
transfer to such trust assets equal to the Accounts of all
Participants.  Any benefits protection trust established to provide
benefits under this SERP shall at all times remain subject to the claims of the
Company's general creditors in the event of insolvency.

    


    
      	
               
      

            	
              7.4

            	
              RESTRICTIONS UPON ASSIGNMENTS
      AND CREDITORS' CLAIMS

            


    

     

    No
benefit payable under this SERP shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance or charge prior to
actual receipt thereof by the Participant or Beneficiary and any attempt to
anticipate, alienate, sell, transfer, assign, pledge, encumber or charge prior
to such receipt shall be void.  No benefit payable under this SERP
shall be subject to attachment, garnishment, execution, levy or other legal or
equitable proceeding or process, and any attempt to do so shall be
void.  The Company shall not be in any manner liable for or subject to
the debts, contracts, liabilities, engagements or torts of any Participant or
Beneficiary except as may be required by the tax withholding provisions of the
Code or any state's income tax laws.

     

    
      	
               
      

            	
              7.5

            	
              PAYMENT CONSTITUTES
      RELEASE

            


    

     

    Payment
to the Participant or Beneficiary as set forth in Article IV shall completely
discharge the Company's obligations under this SERP, whether paid by a benefits
protection trust established under Section 7.3 or directly by the
Company.

    


    
      	
               
      

            	
              7.6

            	
              APPLICABLE
      LAW

            


    

     

    To the
extent not preempted by Federal law, the SERP shall be construed and
administered in accordance with the laws of the State of Ohio.

    


    IN
WITNESS WHEREOF, the Company has caused this instrument to be executed by its
duly authorized officer this 30th day
of December, 2009.

    


    WENDY'S INTERNATIONAL,
INC.

    


    By: /s/ Wendy Henderson      

    Its: 
SVP              

    


    


    
      
        
           


        

        
          18