**Exhibit 10(y)**

**STOCK UNIT AWARD AGREEMENT**

**(with related Dividend Equivalent Rights)**

**Wendy’s International, Inc.**

 

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THIS AGREEMENT, made as of                    , 20         (the “Date of Grant”), between Wendy’sInternational, Inc., an Ohio corporation (the “Company”), and              (the “Grantee”). 

WHEREAS, the Company has adopted the Wendy’s International, Inc. 2003 Stock Incentive Plan (the “Plan”) in order to provideadditional incentive to certain employees and directors of the Company and its Subsidiaries; and 

WHEREAS, the Committee has determined togrant to the Grantee an Award of Stock Units with related Dividend Equivalent Rights as provided herein to encourage the Grantee’s efforts toward the continuing success of the Company. 

NOW, THEREFORE, the parties hereto agree as follows: 

 

1.1 The Company hereby grants to theGrantee an award (the “Award”) of              Stock Units with an equal number of related Dividend Equivalent Rights. The Stock Units and related DividendEquivalent Rights granted pursuant to the Award shall be subject to the execution and return of this Agreement by the Grantee (or the Grantee’s estate, if applicable) to the Company as provided in Section 8 hereof. Subject toSection 6 hereof, each Stock Unit represents the right to receive one (1) Share at the time and in the manner set forth in Section 7 hereof. 

1.2 Each Dividend Equivalent Right represents the right to receive all of the cash dividends that are or would be payable with respect to the Share represented by the Stock Unit to which the Dividend Equivalent Rightrelates. With respect to each Dividend Equivalent Right, any such cash dividends shall be converted into additional Stock Units based on the Fair Market Value of a Share on the date such dividend is made (provided that no fractional Stock Unitsshall be granted). Such additional Stock Units shall be subject to the same terms and conditions applicable to the Stock Unit to which the Dividend Equivalent Right relates, including, without limitation, the restrictions on transfer, forfeiture,vesting and payment provisions contained in Sections 2 through 7, inclusive, of this Agreement. In the event that a Stock Unit is forfeited pursuant to Section 6 or 8 hereof, the related Dividend Equivalent Right shall also be forfeited.

1.3 This Agreement shall be construed in accordance and consistent with, and subject to, the provisions of the Plan (the provisions ofwhich are hereby incorporated by reference) and, except as otherwise expressly set forth herein, the capitalized terms used in this Agreement shall have the same definitions as set forth in the Plan. 

 

The Stock Units grantedpursuant to this Agreement may not be sold, transferred or otherwise disposed of and may not be pledged or otherwise hypothecated. 

Except as provided in Sections 4 and 5hereof, one-fourth (1/4) of the number of Stock Units granted hereunder (rounded up to the next whole Stock Unit, if necessary) shall vest on each of the first four (4) anniversaries of the Date of Grant (each such anniversary, a“Vesting Date”). 

 4.Effect of Certain Terminations of Employment. 
Ifthe Grantee’s employment terminates as a result of (a) the Grantee’s death, (b) the Grantee’s Retirement, (c) the Grantee’s becoming Disabled, or (d) the Grantee’s termination by the Company (or by theEmployee following a Constructive Discharge) without Cause on or before             , 20         (“Early Termination WithoutCause”), all Stock Units which have not become vested in accordance with Section 3 or 5 hereof shall vest as of the date of such termination. 

For purposes of this Section 4, Constructive Discharge shall mean the occurrence of any of the following events without the Grantee’s express written consent: 

(i) A change in the Grantee’s status, title, position or responsibilities (including reporting responsibilities) which, in the Grantee’sreasonable judgment, does not represent a promotion from the positions of Chief Executive Officer and President (except a change to the position of Executive Vice President and Chief Financial Officer or another executive position reporting directlyto the Chief Executive Officer) or Executive Vice President and Chief Financial Officer or another executive position reporting directly to the Chief Executive Officer; the assignment to the Grantee of any duties or responsibilities which, in theGrantee’s reasonable judgment, are inconsistent with such status, title, position or responsibilities; or any removal of the Grantee from, or failure to reappoint or reelect her to, any of such positions, except in connection with thetermination of her employment for Disability, Cause, as a result of her death or by the Grantee for reasons other than those specified in Sections 4(i) to (iv) of this Agreement; 

(ii) a reduction by the Company in the Grantee’s base salary as in effect on the Date of Grant as long as the Grantee is employed as Chief ExecutiveOfficer and President, or a reduction by the Company in the Grantee’s base salary below the Grantee’s salary as in effect on             ,20         if the Grantee is employed as Executive Vice President and Chief Financial Officer or another executive position reporting directly to the Chief Executive Officer; 

(iii) the Company requiring the Grantee to be based at any place outside a 30-mile radius from the Grantee’s business office location as of the Dateof Grant, except for reasonably required travel on Company business; or 

(iv) any material breach by the Company of any provision of thisAgreement or any employment agreement between the Grantee and the Company. 

 
 5.Effect of Change in Control. 
In the event of aChange in Control which also constitutes a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of its assets, in each case within the meaning of Section 409A of the Code, at any time onor after the Date of Grant, all Stock Units which have not become vested in accordance with Section 3 or 4 hereof shall vest immediately. 

 
 6.Forfeiture of Stock Units. 
In addition to thecircumstance described in Section 8 hereof, any and all Stock Units which have not become vested in accordance with Section 3, 4 or 5 hereof shall be forfeited and shall revert to the Company upon: 

(i) the termination of the Grantee’s employment with the Company or any Subsidiary for any reason other than those set forth in Section 4hereof prior to such vesting; or 

(ii) the commission by the Grantee of an Act of Misconduct prior to such vesting. 

 

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For purposes of this Agreement, an “Act of Misconduct” shall mean the occurrence of oneor more of the following events: (x) the Grantee uses for profit or discloses to unauthorized persons, confidential information or trade secrets of the Company or any of its Subsidiaries, (y) the Grantee breaches any contract with orviolates any fiduciary obligation to the Company or any of its Subsidiaries, or (z) the Grantee engages in unlawful trading in the securities of the Company or any of its Subsidiaries or of another company based on information gained as aresult of that Grantee’s employment with, or status as a director to, the Company or any of its Subsidiaries. 

 
 7.Issuance of Shares. 
On each Vesting Date or thedate of Early Termination Without Cause, whichever occurs first, or as soon thereafter as administratively practicable, the Company shall issue Shares to the Grantee (or, if applicable, the Grantee’s estate) with respect to Stock Units thatbecome vested on that Vesting Date. Shares with respect to Stock Units that become vested pursuant to Section 4 or Section 5 shall be issued upon the date such Stock Units become vested, or as soon thereafter as administrativelypracticable; provided, however, that if the Grantee is a “specified employee” within the meaning of Section 409A of the Code as of the date of the Grantee’s termination of employment based on the Grantee’sShare ownership (at least 1% of the outstanding Shares) or compensation relative to other employees (in the top 50) and determined in accordance with policies and procedures adopted by the Company, any Shares with respect to Stock Units which havebecome vested pursuant to Section 4 due to the termination of the Grantee’s employment as a result of the Grantee’s Retirement, an Early Termination Without Cause, or the Grantee becoming Disabled (other than a Disability whichconstitutes a disability within the meaning of Section 409A of the Code) shall be issued as soon as administratively practicable after the first day of the calendar month following the date which is six (6) months after the date of theGrantee’s termination of employment. 

 
 8.Execution of Award Agreement. 
The Stock Units andDividend Equivalent Rights granted to the Grantee pursuant to the Award shall be subject to the Grantee’s execution and return of this Agreement to the Company or its designee (including by electronic means, if so provided) no later than theearlier of (i)                     , 20         and (ii) the date that is immediatelyprior to the date that the Stock Units vest pursuant to Section 4 or 5 hereof (the “Grantee Return Date”); provided that if the Grantee dies before the Grantee Return Date, this requirement shall be deemed to be satisfied ifthe executor or administrator of the Grantee’s estate executes and returns this Agreement to the Company or its designee no later than ninety (90) days following the Grantee’s death (the “Executor Return Date”). Ifthis Agreement is not so executed and returned on or prior to the Grantee Return Date or the Executor Return Date, as applicable, the Stock Units and Dividend Equivalent Rights evidenced by this Agreement shall be forfeited, and neither the Granteenor the Grantee’s heirs, executors, administrators and successors shall have any rights with respect thereto. 

 
 9.No Right to Continued Employment. 
Nothing in this Agreement or thePlan shall interfere with or limit in any way the right of the Company or its Subsidiaries to terminate the Grantee’s employment, nor confer upon the Grantee any right to continuance of employment by the Company or any of its Subsidiaries orcontinuance of service as a Board member. 

 
 10.Withholding of Taxes. 
Prior to the delivery to the Grantee (or theGrantee’s estate, if applicable) of Shares pursuant to Sections 1 and 7 hereof, the Grantee (or the Grantee’s estate) shall pay to the Company the federal, state and local income taxes and other amounts as may be required by law to bewithheld by the Company (the “Withholding Taxes”) with respect to such Shares. By executing and returning this Agreement in the manner provided in Section 8 hereof, the Grantee (or the Grantee’s estate) shall be deemed toelect to have the Company withhold a portion of such Shares having an aggregate Fair Market Value equal to the Withholding Taxes in satisfaction of the Withholding Taxes, such election to continue in effect until the Grantee (or the Grantee’sestate) notifies the Company at least 

 

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4 days prior to the applicable Vesting Date that the Grantee (or the Grantee’s estate) shall satisfy such obligation in cash, in which event the Companyshall not withhold a portion of such Shares as otherwise provided in this Section 10. 

 
 11.Grantee Bound by the Plan. 
The Grantee herebyacknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof. 

 
 12.Modification of Agreement. 
This Agreement may bemodified, amended, suspended or terminated, and any terms or conditions may be waived, but only by a written instrument executed by the parties hereto. 

 
 13.Severability. 
Should any provision of thisAgreement be held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by such holding and shall continue in full force in accordance with their terms.

 
 14.Governing Law. 
The validity, interpretation,construction and performance of this Agreement shall be governed by the laws of the State of Ohio without giving effect to the conflicts of laws principles thereof. 

 
 15.Successors in Interest. 
This Agreement shall inureto the benefit of and be binding upon any successor to the Company. This Agreement shall inure to the benefit of the Grantee’s legal representatives. All obligations imposed upon the Grantee and all rights granted to the Company under thisAgreement shall be binding upon the Grantee’s heirs, executors, administrators and successors. 

 
 16.Resolution of Disputes. 
Any dispute ordisagreement which may arise under, or as a result of, or in any way relate to, the interpretation, construction or application of this Agreement shall be determined by the Committee. Any determination made hereunder shall be final, binding andconclusive on the Grantee, the Grantee’s heirs, executors, administrators and successors, and the Company and its Subsidiaries for all purposes. 

 
 17.Entire Agreement. 
This Agreement and the terms andconditions of the Plan constitute the entire understanding between the Grantee and the Company and its Subsidiaries, and supersede all other agreements, whether written or oral, with respect to the Award. 

 
 18.Headings. 
The headings of this Agreement areinserted for convenience only and do not constitute a part of this Agreement. 

 

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 19.Counterparts. 
This Agreement may be executedsimultaneously in two or more counterparts, each of which shall constitute an original, but all of which taken together shall constitute one and the same agreement. 

 
WENDY’S INTERNATIONAL, INC.By:  Name:  Title:  
 

GRANTEE
 
 

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