EX-10.2





 Exhibit 10.2 

NONQUALIFIED STOCK OPTION AWARD AGREEMENT 

UNDER THE WENDY’S COMPANY 

2020 OMNIBUS AWARD PLAN 

_______________ Shares of Common Stock 

THIS NONQUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”) is made as of ____________, 20___, by and between
The Wendy’s Company (the “Company”) and __________________ (the “Optionee”). 
 The Company, pursuant
to the provisions of The Wendy’s Company 2020 Omnibus Award Plan (the “Plan”), hereby irrevocably grants to the Optionee the right and option (the “Option”) to purchase _______________ shares of Common Stock,
par value $0.10 per share (the “Common Stock”), of the Company upon and subject to the following terms and conditions: 

1.        The Option is not intended to qualify as an incentive stock option under the
provisions of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). 

2.        ____________, 20___ is the date of grant of the Option (the “Date of
Grant”). 
 3.        The purchase price of the shares of Common Stock subject to
the Option shall be $________ per share (the “Exercise Price”), which is the Fair Market Value on the Date of Grant, as determined by the Committee. 

4.        Subject to the Optionee’s continued provision of services to the Company, the
Option shall be exercisable as follows: 

(a)        One-third of the shares of
Common Stock subject to the Option shall be exercisable on or after the first anniversary of the Date of Grant; 

(b)        One-third of the shares of
Common Stock subject to the Option shall be exercisable on or after the second anniversary of the Date of Grant; and 

(c)        One-third of the shares of
Common Stock subject to the Option shall be exercisable on or after the third anniversary of the Date of Grant. 
 Notwithstanding the
foregoing, in the event the Optionee’s employment or service to the Company and its Subsidiaries are terminated as follows, the Option shall be fully (100%) vested and immediately exercisable as of the date of such termination of employment or
service: (i) by the Company or its Subsidiaries other than for Cause (and other than due to death or Disability) within twelve (12) months following a Change in Control; (ii) by the Optionee for Good Reason within twelve
(12) months following a Change in Control; (iii) as a result of the Optionee’s death; or (iv) due to the Optionee’s Disability. 

5.        The unexercised portion of the Option shall automatically and without notice
terminate and become null and void at the earlier of (i) the tenth anniversary of the Date of Grant (the “Option Period”) and (ii) the earliest applicable time set forth below: 












 (a)        In the event the
Optionee’s employment or service to the Company and its Subsidiaries are terminated by the Company or its Subsidiaries for Cause, all outstanding Options granted to the Optionee shall immediately terminate and expire; 

(b)        In the event the Optionee’s employment or service to the
Company and its Subsidiaries are terminated by the Company or its Subsidiaries due to death or Disability, each outstanding vested Option shall remain exercisable for one (1) year thereafter (but in no event beyond the expiration of the Option
Period); 
 (c)        Unless otherwise provided by the Committee, in the
event (i) the Optionee’s employment or service to the Company and its Subsidiaries are terminated by the Company or its Subsidiaries other than for Cause (and other than for any reason stated above in Section 4) and (ii) the
Optionee is Retirement Eligible, each outstanding unvested Option granted to the Optionee shall immediately terminate and expire, and each outstanding vested Option shall remain exercisable for three (3) years thereafter (but in no event beyond
the expiration of the Option Period; 
 (d)        Unless otherwise provided
by the Committee, in the event (i) the Optionee’s employment or service to the Company and its Subsidiaries are terminated by the Optionee upon the Optionee’s Retirement and (ii) the Optionee provided to the Company or its
Subsidiaries at least six (6) months’ prior notice of such termination upon Retirement, each outstanding unvested Option granted to the Optionee shall immediately terminate and expire, and each outstanding vested Option shall remain
exercisable for three (3) years thereafter (but in no event beyond the expiration of the Option Period); and 

(e)        Unless otherwise provided by the Committee, in the event of the
termination of the Optionee’s employment or service for any other reason not stated above in Section 5(a), (b), (c) or (d), and after taking into account any accelerated vesting under Section 4 above, each outstanding unvested Option
granted to the Optionee shall immediately terminate and expire, and each outstanding vested Option shall remain exercisable for ninety (90) days thereafter (but in no event beyond the expiration of the Option Period). 

6.        Options which have become exercisable may be exercised by the Optionee, subject to
the provisions of the Plan and this Agreement, as to all or part of the shares of Common Stock covered hereby, by the giving of written or electronic notice of such exercise to the Company at its principal business office (or telephonic instructions
to the extent permitted by the Committee), accompanied by payment of the full purchase price for the shares being purchased. No shares of Common Stock shall be delivered pursuant to any exercise of an Option until payment in full of the Exercise
Price therefor is received by the Company and the Optionee has paid to the Company an amount equal to any Federal, state, local and non-U.S. income and employment taxes required to be withheld. The Exercise
Price shall be payable: (a) in cash, check, cash equivalent and/or shares of Common Stock valued at Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of
ownership of a sufficient number of shares of Common Stock in lieu of actual delivery of such shares to the Company), provided that such shares of Common Stock are not subject to any pledge or other security interest; or (b) by such other
method as the Committee may permit in its sole discretion, including without limitation: (i) in other property having a Fair Market Value on the date of exercise equal to the 

  
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Exercise Price; (ii) if there is a public market for the shares of Common Stock at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company is
delivered (including telephonically to the extent permitted by the Committee) a copy of irrevocable instructions to a stockbroker to sell the shares of Common Stock otherwise deliverable upon the exercise of the Option and to deliver promptly to the
Company an amount equal to the Exercise Price; or (iii) a “net exercise” procedure effected by withholding the minimum number of shares of Common Stock otherwise deliverable in respect of an Option that are needed to pay the Exercise
Price and all applicable required withholding taxes. Any fractional shares of Common Stock shall be settled in cash. 
 The Company shall
cause certificates for the shares so purchased to be delivered to or registered (and held in book entry form) in the name of the Optionee or the Optionee’s executors or administrators, against payment of the purchase price, as soon as
practicable following the Company’s receipt of the notice of exercise. 

7.        Neither the Optionee nor the Optionee’s executors or administrators shall have
any of the rights of a stockholder of the Company with respect to the shares subject to the Option until such Option is validly exercised. 

8.        The Option shall not be transferable by the Optionee other than to the
Optionee’s executors or administrators by will or the laws of descent and distribution, and during the Optionee’s lifetime shall be exercisable only by the Optionee, except as may be otherwise permitted by the Committee in its sole
discretion pursuant to the Plan. 
 9.        In the event of the Optionee’s death, the
Option shall thereafter be exercisable (to the extent otherwise exercisable hereunder) only by the Optionee’s executors or administrators. 

10.        The terms and conditions of the Option, including the number of shares and the class
or series of capital stock that may be delivered upon exercise of the Option and the purchase price per share, are subject to adjustment as provided in the Plan, including, without limitation, under Section 12 of the Plan. 

11.        The Optionee agrees that the obligation of the Company to issue shares upon the
exercise of the Option shall also be subject, as conditions precedent, to compliance with applicable provisions of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, state securities or corporation laws, rules
and regulations under any of the foregoing and applicable requirements of any securities exchange upon which the Company’s securities shall be listed. 

12.        The Option is subject to the clawback and forfeiture provisions of
Section 14(u) of the Plan and any subsequent clawback or forfeiture policy adopted by the Board or the Committee that is communicated to the Optionee or that is consistent with applicable law, whether the Option was granted before or after the
effective date of any such clawback or forfeiture policy. Consistent with Section 14(u)(ii) of the Plan, the Committee may, in its sole discretion, cancel the Option if the Optionee, without the consent of the Company, while employed by or
providing services to the Company or any Affiliate or after termination of such employment or service, violates a non-competition, non-solicitation or non-disclosure covenant or agreement or otherwise has engaged 

  
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in or engages in any Detrimental Activity that is in conflict with or adverse to the interests of the Company or any Affiliate, as determined by the Committee in its sole discretion. If the
Committee determines, in its sole discretion, that the Optionee has engaged in or engages in any activity referred to in the preceding sentence, the Committee may, in its sole discretion, require the Optionee to forfeit any gain realized on the
exercise of the Option and to repay the gain to the Company. In addition, if the Optionee receives any amount in excess of what the Optionee should have received under the terms of the Option for any reason (including, without limitation, by reason
of a financial restatement, mistake in calculations or other administrative error), then the Optionee shall be required to repay any such excess amount to the Company. 

13.        The Option has been granted subject to the terms and conditions of the Plan, a copy
of which has been provided to the Optionee and which the Optionee acknowledges having received and reviewed. Any conflict between this Agreement and the Plan shall be decided in favor of the provisions of the Plan. Any conflict between this
Agreement and the terms of a written employment agreement for the Optionee that has been approved, ratified or confirmed by the Board of Directors of the Company or the Committee shall be decided in favor of the provisions of such employment
agreement. Capitalized terms used but not defined in this Agreement shall have the meanings given to them in the Plan. This Agreement may not be amended, altered, suspended, discontinued, cancelled or terminated in any manner that would
materially and adversely affect the rights of the Optionee except by a written agreement executed by the Optionee and the Company. 

14.        By accepting the Options evidenced by this Agreement, the Optionee hereby consents
to the electronic delivery of all documents, including 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 Optionee at any time upon
three (3) business days’ notice to the Company, in which case all documents, including subsequent prospectuses, annual reports and other information, will be delivered in hard copy to the Optionee. 

15.        The Optionee shall be required to pay to the Company, and the Company shall have the
right and is hereby authorized to withhold, from any cash, shares of Common Stock, other securities or other property deliverable under the Option or from any compensation or other amounts owing to the Optionee, the amount (in cash, Common Stock,
other securities or other property) of any required withholding taxes in respect of the Option, and to take such other action as may be necessary in the opinion of the Committee or the Company to satisfy all obligations for the payment of such
withholding and taxes. In addition, the Committee may, in its sole discretion, permit the Optionee to satisfy, in whole or in part, the foregoing withholding liability (but no more than the withholding liability calculated using the highest marginal
tax rate) by (a) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest) owned by the Optionee having a Fair Market Value equal to such withholding liability or (b) having the Company
withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the exercise or settlement of the Option a number of shares with a Fair Market Value equal to such withholding liability. The obligations of the Company
under this Agreement will be conditional on such payment or arrangements, and the Company will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Optionee. If no election is
made by the Optionee, the Company will withhold shares of Common Stock to satisfy the minimum statutory required tax withholding. 

  
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 16.        Notices and communications under
this Agreement must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to The Wendy’s Company, One Dave Thomas
Boulevard, Dublin, Ohio 43017, Attention: Corporate Secretary, or any other address designated by the Company in a written notice to the Optionee. Notices to the Optionee will be directed to the address of the Optionee then currently on file with
the Company, or at any other address given by the Optionee in a written notice to the Company. 

17.        If any provision of this Agreement could cause the application of an accelerated or
additional tax under Section 409A of the Code upon the vesting or exercise of the Option (or any portion thereof), such provision shall be restructured, to the minimum extent possible, in a manner determined by the Company (and reasonably
acceptable to the Optionee) that does not cause such an accelerated or additional tax. 

18.        This Agreement shall be governed by and construed in accordance with the internal
laws of the State of Delaware applicable to contracts made and performed wholly within the State of Delaware, without giving effect to the conflict of laws provisions thereof. 

19.        This Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, and all of which together shall constitute one and the same instrument. Furthermore, delivery of a copy of a counterpart signature by facsimile or electronic transmission shall constitute a valid and binding execution and
delivery of this Agreement, and such copy shall constitute an enforceable original document. 

20.        This Agreement may be executed and exchanged by facsimile or electronic mail
transmission and the facsimile or electronic mail copies of each party’s respective signature will be binding as if the same were an original signature. This Agreement may also be executed through the use of electronic signature, which each
party acknowledges is a lawful means of obtaining signatures in the United States. Each party agrees that its electronic signature is the legal equivalent of its manual signature on this Agreement. Each party further agrees that its use of a key
pad, mouse or other device to select an item, button, icon or similar act/action, regarding any agreement, acknowledgement, consent terms, disclosures or conditions constitutes its signature, acceptance and agreement as if actually signed by such
party in writing. Furthermore, to the extent applicable, all references to signatures in this Agreement may be satisfied by procedures that the Company or a third party designated by the Company has established or may establish for an electronic
signature system, and the Optionee’s electronic signature shall be the same as, and shall have the same force and effect as, such Optionee’s written signature. 

21.        The Optionee agrees and acknowledges that by accepting the Option, the Optionee
(a) consents to the collection, use and transfer, in electronic or other form, of any of Optionee’s personal data that is necessary or appropriate to facilitate the implementation, administration and management of the Option, this
Agreement and the Plan, (b) understands that the Company may, for purposes of implementing, administering and managing the Plan, hold certain personal information about the Optionee, including, without limitation, the Optionee’s name, home
address, telephone number, date of birth, social security number or other identification number, salary, nationality, job title, and details of all awards or entitlements to awards granted to the Optionee under the Plan or otherwise
(“Personal Data”), (c) understands that Personal Data may be 

  
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transferred to any third parties assisting in the implementation, administration and management of the Plan, including any broker with whom the shares of Common Stock issued upon exercise of the
Option may be deposited, and that these recipients may be located in the United States or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the United States, (d) waives any data privacy
rights the Optionee may have with respect to Personal Data, and (e) authorizes the Company, its Affiliates and its agents, to store and transmit such Personal Data and related information in electronic form. The Optionee understands that the
Optionee is providing consent under this Section 21 on a purely voluntary basis. If the Optionee does not consent, or if the Optionee later seeks to revoke consent, the Optionee’s employment status or service with the Company will not be
affected; the only consequence of the Optionee’s refusing or withdrawing consent is that the Company would not be able to grant the Option or other awards to the Optionee or implement, administer or maintain such awards. 

22.        This Agreement shall be valid, binding and effective upon the Company on the Date of
Grant. However, the Options evidenced by this Agreement shall be forfeited by the Optionee and this Agreement shall have no force and effect if it is duly rejected. The Optionee may reject this Agreement and forfeit the Options by notifying the
Company or its designee in the manner prescribed by the Company and communicated to the Optionee, provided that such rejection must be received by the Company or its designee no later than the earlier of (a) ____________, 20___ and
(b) the date that is immediately prior to the date that the Options first vest pursuant to Section 4 above. If this Agreement is rejected on or prior to such date, the Options evidenced by this Agreement shall be forfeited, and neither the
Optionee nor the Optionee’s heirs, executors, administrators and successors shall have any rights with respect thereto. 

23.        This grant does not constitute an employment contract. Nothing in the Plan or this
Agreement shall (a) confer upon the Optionee the right to continue to serve as a director or officer to, or to continue as an employee or service provider of, the Company or any of its Affiliates for the length of the vesting schedule set forth
in Section 4 above or for any portion thereof or (b) be deemed to be a modification or waiver of the terms and conditions set forth in any written employment agreement for the Optionee that has been approved, ratified or confirmed by the
Board of Directors of the Company or the Committee. 
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 IN WITNESS WHEREOF, the Company, by a duly authorized officer thereof, has caused
this Nonqualified Stock Option Award Agreement to be executed as of the date hereof. 
  

			
	THE WENDY’S COMPANY


 
			
		
	By:	 	 


 
			
	Name:	 	 


 
			
	Title:	 	 



  
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