**Exhibit 10(v)**

 

AGREEMENT 

 

This AGREEMENT, dated as of March 2, 2006 (the “Agreement”), is by and among Wendy’s International, Inc., an Ohio corporation (the“Company”), and the entities listed on Schedule A hereto (collectively, the “Investors”). 

 

WHEREAS, the Investors are the beneficial owners of shares of common stock, $0.10 stated value, of the Company (the “Common Stock”) as specifiedin Section 1.2 of this Agreement; 

 

WHEREAS, the Companyhas agreed that concurrently with the execution of this Agreement, the Board of Directors of the Company (the “Board”) will (1) increase the size of the Board from twelve (12) to fifteen (15) members and (2) appoint asdirectors to fill the three newly created vacancies Peter H. Rothschild, Stuart I. Oran and Jerry W. Levin (the “Investor Nominees”), with terms expiring in 2006, 2007 and 2008, respectively; 

 

WHEREAS, the Company has agreed that at the Company’s 2006 AnnualMeeting of Stockholders (the “2006 Annual Meeting”), the Board will nominate for election as a member of the Board, and recommend that the stockholders of the Company vote to elect as a director of the Company, the slate of directors (the“Incumbent Slate”) recommended for election by the current Board and Mr. Peter H. Rothschild; 

 

WHEREAS, the Investors have agreed to refrain from submitting any stockholder proposal or director nominations at the 2006 Annual Meeting or at any othermeetings of shareholders which may be held prior to the end of the Standstill Period (as defined below) and to vote for the election of the Company’s nominees for directors at any such election occurring prior to the end of the StandstillPeriod; and 

 

WHEREAS, the Company has determined that thebusiness prospects of both the Company and Tim Hortons Inc. (“Tim Hortons”) would be improved by separating them, so that the management of each company can focus more efficiently on the development, separate identity, growth potential,and optimum positioning for expansion of its business; 

 

NOW,THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 

 

I. 

 

REPRESENTATIONS 

 

1.1 Authority; Binding Agreement. 

 

(a) The Company hereby represents that this Agreement and the performance by the Company of its obligations hereunder (i) has beenduly authorized, executed and delivered by it, and is a valid and binding obligation of the Company, 

 

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enforceable against the Company in accordance with its terms, (ii) does not require the approval ofthe shareholders of the Company and (iii) does not and will not violate any law, any order of any court or other agency of government, the Articles of Incorporation of the Company, as amended, or the New Regulations of the Company, as amended,or any provision of any indenture, agreement or other instrument to which the Company or any of its properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under anysuch indenture, agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such indenture, agreement orother instrument. 

 

(b) Each of the Investorsrepresents and warrants, severally and not jointly, that this Agreement and the performance by such Investor of its obligations hereunder (i) has been duly authorized, executed and delivered by such Investor, and is a valid and bindingobligation of such Investor, enforceable against such Investor in accordance with its terms, (ii) does not require approval by any owners or holders of any equity interest in such Investor (except as has already been obtained) and(iii) does not and will not violate any law, any order of any court or other agency of government, the charter or other organizational documents of such Investor, as amended, or any provision of any agreement or other instrument to which suchInvestor or any of its properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such agreement or other instrument, or result in the creation or impositionof, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such agreement or instrument. 

 

1.2 Share Ownership. The Investors hereby represent and warrant that, as of the date hereof, they and their Affiliates (as such term ishereinafter defined) are, collectively, the “beneficial owners” (as such term is hereinafter defined) of such number of shares of Common Stock (the “Shares”) as are set forth in Amendment No. 1 to the Schedule 13D filed bythe Investors with the Securities and Exchange Commission (the “SEC”) on January 18, 2006. 

 

1.3 Defined Terms. 

 

For purposes of this Agreement: 

 

(a) “Affiliate” has the meaning set forth in Rule 12b-2 promulgated by the SEC under the Securities Exchange Act of 1934, asamended (the “Exchange Act”), but, with respect to the Investors, shall not include any fund, account or entity as to which Deerfield Capital Management, LLC provides investment advice or management services (provided that none of theInvestors participates in or encourages any investment in capital stock of the Company by any such fund, account or entity). 

 

(b) The terms “beneficial owner” and “beneficially own” have the same meanings as set forth in Rule 13d-3 promulgatedby the SEC under the Exchange Act, except that a person will also be deemed to be the beneficial owner of all shares of Common Stock which such person has the right to acquire pursuant to the exercise of any rights in connection with any securitiesor any agreement, regardless of when such rights may be exercised and whether they are conditional. 

 

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(c) The “Standstill Period” means the period from the date of this Agreementthrough the earlier of (x) June 30, 2007 and (y) such date, if any, as the Company shall have breached any of its commitments or obligations set forth in Section 2.1 (excluding Section 2.1(i)) or Section 2.6 hereof, ormaterially breached any of its other commitments or obligations hereunder (in each case as determined in accordance with Section 3.1(c) of this Agreement); provided, that (1) the Investors may terminate the Standstill Period at any time bywritten notice to the Company if (a) the Company has undertaken, announced or entered into any agreement to effect an Extraordinary Matter (as hereinafter defined) or (b) after any person or group of persons makes a bona fide tender offeror exchange offer for a majority of the issued and outstanding stock of the Company, (2) the Investors may terminate the Standstill Period if the Tim Hortons Spin (as hereinafter defined) has not occurred as of December 31, 2006, or if theCompany has publicly disclosed that the Tim Hortons Spin will not occur by such date and (3) the Investors may terminate the Standstill Period at any time after December 31, 2006 if, following the 2006 Annual Meeting, as a result of theapplication of Section 3.5 hereof, there are not at least two Investor Nominees (or their successors as appointed pursuant to Section 2.1(h) hereof) who are members of the Board (including by reason of their reappointment to the Boardafter the application of Section 3.5, provided that such reappointment is effective by the earlier of (x) thirty (30) days following such Annual Meeting and (y) the conclusion of the first regularly scheduled meeting of the Boardfollowing such Annual Meeting). 

 

(d)“Extraordinary Matter” means (A) any amendment to the Articles of Incorporation or Code of Regulations of the Company, (B) any merger, consolidation, share exchange, recapitalization, liquidation, dissolution, sale of all orsubstantially all of the assets of the Company, (C) any material acquisition or joint venture, and (D) any issuance by the Company of capital stock (other than pursuant to existing stock-based plans of the Company) in an amount in excessof 5 percent of the then currently outstanding shares of Common Stock. 

 

II. 

 

COVENANTS 

 

2.1 Directors. 

 

(a) Current Appointments. As promptly as practicablefollowing the date of this Agreement the Company shall, effective not later than March 6, 2006, (a) increase the size of the Board from twelve (12) to fifteen (15) directors and (b) appoint (x) Peter H. Rothschild as adirector of the Company whose term shall expire at the Company’s 2006 Annual Meeting, (y) Stuart I. Oran as a director of the Company whose term shall expire at the Company’s 2007 Annual Meeting of Shareholders and (z) Jerry W.Levin as a director of the Company whose term shall expire at the Company’s 2008 Annual Meeting of Shareholders. 

 

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(b) 2006 Annual Meeting. The Company agrees to use reasonable best efforts tohold the 2006 Annual Meeting no later than April 27, 2006. 

 

(c) Appointment of New Directors. The Company agrees that at the 2006 Annual Meeting, the Board will: 

 

(1) nominate Peter H. Rothschild (together with the Incumbent Slate) as a director of the Company whose term shall expire at theCompany’s 2009 Annual Meeting of Shareholders; and 

 

(2) cause all proxies received by the Company to be voted in the manner specified by such proxies. 

 

(d) The Company shall use all reasonable best efforts to ensure that the full Incumbent Slate and Peter H. Rothschild are elected at the 2006 AnnualMeeting. The Company agrees to nominate and to use reasonable best efforts to elect Stuart I. Oran (or his successor pursuant to Section 2.1(h)) for re-election at the Company’s 2007 Annual Meeting of Shareholders provided that theStandstill Period has not terminated prior to the date of such meeting. 

 

(e) Following their respective appointments or elections as members of the Board, the Board shall appoint one of Messrs. Jerry W. Levin and Peter H. Rothschild as a member of each of the Compensation Committee of theBoard and the Nominating Committee of the Board. In addition, one Investor Nominee shall be offered the opportunity to serve on each other committee of the Board. 

 

(f) The Company has adopted a notice procedure requiring that any shareholder nominations of director candidates other thanthe Incumbent Slate be made no later than March 17, 2006 in order to be considered timely and appropriate for consideration by the shareholders at the 2006 Annual Meeting. The Company agrees that neither such notice deadline or any other noticedeadline that it may impose after the date hereof (whether included in the Company’s Articles of Incorporation, New Regulations, By-Laws or other constituent documents) shall apply with respect to any nominations by the Investors with respectto the 2006 Annual Meeting or the 2007 Annual Meeting of the Shareholders of the Company, should the Standstill Period terminate prior to said meeting. 

 

(g) Role of Investor Nominees. Each of the Investor Nominees, upon election to the Board, will serve as an integral member of the Board and begoverned by the same protections and obligations regarding confidentiality, conflicts of interests, fiduciary duties, trading and disclosure policies and other governance guidelines, and shall have the same rights and benefits, including (but notlimited to) with respect to insurance, indemnification, compensation and fees, as are applicable to all independent directors of the Company. 

 

(h) Replacement Nominees. If, at any time during the Standstill Period any of the Investor Nominees is unwilling or unable to serve as a nomineeor director of the Company, as the case may be, the Investors and the Nominating Committee will agree on a replacement nominee or director, as the case may be, that is selected by the Investors and reasonably acceptable to the Nominating Committee.

 

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(i) Proxy Solicitation Materials. The Company and the Board agree that the Company’s ProxyStatement for the 2006 Annual Meeting and all other solicitation materials to be delivered to stockholders in connection with the 2006 Annual Meeting shall be prepared in accordance with, and in furtherance of, this Agreement. The Company willprovide the Investors with copies of any proxy materials or other solicitation materials at least two business days, in the case of proxy statements, and at least one business days, in the case of other solicitation materials, in advance of filingsuch materials with the SEC or disseminating the same in order to permit the Investors a reasonable opportunity to review and comment on such materials. The Investors will provide, as promptly as reasonably practicable, all information relating tothe Investor Nominees (and other information, if any) to the extent required under applicable law to be included in the Company’s Proxy Statement and any other solicitation materials to be delivered to stockholders in connection with the 2006Annual Meeting. The proxy statement for the 2006 Annual Meeting shall contain the same type of information concerning the Investor Nominees as provided for the incumbent director nominees. 

 

(j) Other Matters. The Company agrees that at the 2006 AnnualMeeting, no matters will be presented by the Board for a vote of shareholders of the Company other than the election of directors (as specified herein), the ratification of the Company’s registered public accounting firm and up to fourshareholder proposals (the “Pending 14a-8 Proposals”) which have been received by the Company pursuant to Rule 14a-8 (including any negotiated changes thereto). 

 

2.2 Voting/Standstill Provisions. 

 

(a) 2006 Annual Meeting. During the Standstill Period, the Investors, together with their respective Affiliates, will not submitany stockholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise), or any notice of nomination or other business for consideration, and will not nominate or oppose the Incumbent Slate and Peter H.Rothschild for election at the 2006 Annual Meeting. The Investors will cause all shares of Common Stock beneficially owned by them and their respective Affiliates as to the which such Investors have the right to vote, as of the record date for the2006 Annual Meeting, to be present for quorum purposes and to be voted, at the 2006 Annual Meeting or at any adjournments or postponements thereof, in favor of the Incumbent Slate and Peter H. Rothschild and against any shareholder nominations whichare not approved by the Board, and against any proposals that are not approved by the Board, the adoption of which would affect the composition of the Board; provided, however, that the Investors shall be free to vote on the Pending 14a-8 Proposalsas they deem appropriate. 

 

(b) OtherMeetings. During the Standstill Period, the Investors, together with their respective Affiliates will continue to refrain from submitting any stockholder proposals (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act orotherwise), or presenting any notice of nominations or other business for consideration, and will not nominate or oppose the Company’s incumbent slate of directors nominated for election at any other meetings of shareholders of the Company(which shall include Stuart I. Oran at the 2007 Annual Meeting of Shareholders) and will cause all shares of Common Stock beneficially owned by them, and their respective 

 

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Affiliates as to which such Investors have the right to vote as of the record date for any such meeting,to be present for quorum purposes and to be voted, at any such meeting or at any adjournments or postponements thereof, in favor of any or all directors nominated by the Board for election at any such meeting and against any shareholder nominationswhich are not approved by the Board, and against any proposals that are not approved by the Board, the adoption of which would affect the composition of the Board. 

 

2.3 Limit on Stock Ownership. 

 

(a) Each of the Investors covenants and agrees that during such time as the Agreement, dated as of November 4, 2005 byand among Sandell Asset Management Corp and Trian Fund Management, L.P. (the “Trian-Sandell Agreement”) is in effect, until the expiration of the Standstill Period, neither it nor any of its Affiliates will, without the prior writtenconsent of the Company, directly or indirectly, purchase or cause to be purchased or otherwise acquire or agree to acquire beneficial ownership of, any Common Stock or other securities issued by the Company, or any securities convertible into orexchangeable for Common Stock or any other equity securities of the Company, if in any such case immediately after the taking of such action the Investors, together with their respective Affiliates, would, in the aggregate, beneficially own morethan 10% of the then outstanding shares of Common Stock. 

 

(b)The Trian Parties (as defined on Schedule 1 hereto) covenant and agree that following the termination of the Trian-Sandell Agreement, until the expiration of the Standstill Period, neither the Trian Parties nor any of their respective Affiliateswill, without the prior written consent of the Company, directly or indirectly, purchase or cause to be purchased or otherwise acquire or agree to acquire beneficial ownership of, any Common Stock or other securities issued by the Company, or anysecurities convertible into or exchangeable for Common Stock or any other equity securities of the Company, if in any such case immediately after the taking of such action the Trian Parties together with their respective Affiliates would, in theaggregate, beneficially own more than 7.49% of the then outstanding shares of Common Stock. 

 

(c) The Sandell Parties (as defined on Schedule 1 hereto) covenant and agree that following the termination of the Trian-Sandell Agreement, until the expiration of the Standstill Period, neither the Sandell Partiesnor any of their respective Affiliates will, without the prior written consent of the Company, directly or indirectly, purchase or cause to be purchased or otherwise acquire or agree to acquire beneficial ownership of, any Common Stock or othersecurities issued by the Company, or any securities convertible into or exchangeable for Common Stock or any other equity securities of the Company, if in any such case immediately after the taking of such action the Sandell Parties together withtheir respective Affiliates would, in the aggregate, beneficially own more than 7.49% of the then outstanding shares of Common Stock. 

 

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2.4 Other Actions by the Investors. 

 

Each of the Investors agrees that, during the Standstill Period, neither it nor any of its Affiliates will, without thewritten consent of the Company, directly or indirectly: 

 

(a) form, join in or in any other way participate in a “partnership, limited partnership, syndicate or other group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to the CommonStock or deposit any shares of Common Stock in a voting trust or similar arrangement or subject any shares of Common Stock to any voting agreement or pooling arrangement, other than solely with other Investors or one or more Affiliates of anInvestor with respect to the Shares and any other shares of Common Stock acquired in compliance with Section 2.3 or pursuant to this Agreement or to the extent such a group may be deemed to result with the Company or any of its Affiliates as aresult of this Agreement; 

 

(b) solicit proxiesor written consents of stockholders, or otherwise conduct any nonbinding referendum with respect to Common Stock, or make, or in any way participate in, any “solicitation” of any “proxy” within the meaning of Rule 14a-1promulgated by the SEC under the Exchange Act to vote any shares of Common Stock with respect to any matter, or become a “participant” in any contested solicitation for the election of directors with respect to the Company (as such termsare defined or used under the Exchange Act) other than solicitations or acting as a “participant” in support of all of the Company’s nominees (including the Investor Nominees) contemplated by Section 2.2(a) or 2.2(b) at the 2006Annual Meeting or the 2007 Annual Meeting of Shareholders of the Company, respectively; 

 

(c) seek to call, or to request the call of, a special meeting of the stockholders of the Company, or seek to make, or make, a stockholderproposal at any meeting of the stockholders of the Company or make a request for a list of the Company’s stockholders or otherwise acting alone, or in concert with others, seek to control or influence the governance or policies of the Company;

 

(d) effect or seek to effect (including,without limitation, by entering into any discussions, negotiations, agreements or understandings with any third person), offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist or facilitate anyother person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any securities (or beneficial ownership thereof), or rights or options to acquire any securities (or beneficialownership thereof), or any material assets or businesses, of the Company or any of its subsidiaries, except pursuant to the limits specified in Section 2.3, (ii) any tender offer or exchange offer, merger, acquisition or other businesscombination involving the Company or any of its subsidiaries, or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries; 

 

(e) publicly disclose, or cause or facilitate the publicdisclosure (including without limitation the filing of any document or report with the SEC or any other governmental agency or any disclosure to any journalist, member of the media or securities analyst) of any intent, purpose, plan or proposal toobtain any waiver, or consent under, or any amendment of, any of the provisions of Sections 2.2 or 2.3 or the foregoing provisions of this Section 2.4, or otherwise seek (in any manner that would require public disclosure by any of theInvestors or their Affiliates) to obtain any waiver, or consent under, or any amendment of, any provision of this Agreement. 

 

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Notwithstanding the foregoing, nothing in this Section 2.4 shall be deemed to in any way restrict orlimit the Investors’ ability to (a) discuss any matter confidentially with the Company, the Board or any of its members, (b) take any action required by applicable law (whether or not otherwise restricted by this Section 2.4),(c) take any action to enforce their rights under clause (y) of Section 1.3(c) or Section 3.1(c) of this Agreement or (d) communicate, on a confidential basis, with attorneys, accountants or other advisors. 

 

2.5 Additional Undertakings by the Investors. 

 

The Investors have informed the Company that as of the date of thisAgreement they have no actual knowledge that any other shareholders of the Company have any present or future intention of taking any actions that if taken by the Investors would violate any of the terms of this Agreement. The Investors agree duringthe Standstill Period to refrain from taking actions which are intended by the Investors to encourage other shareholders to engage in such actions referred to in the previous sentence. 

 

2.6 Additional Undertakings by the Company. 

 

The Company commits that it will use reasonable best efforts to: 

 

(1) complete the tax-free spin-off of Tim Hortons to theCompany’s shareholders (the “Tim Hortons Spin”) as promptly as the Board determines to be practicable and in any event no later than December 31, 2006, subject to the receipt of a private letter ruling from the Internal RevenueService or an opinion of counsel (which opinion or ruling the Company shall use reasonable best efforts to obtain as promptly as practicable) that such distribution or exchange (or other similar transaction) would be tax-free to the Company and itsshareholders; 

 

(2) beginning promptly afterthe execution of this Agreement, actively explore strategic alternatives with respect to the Baja Fresh; 

 

(3) consistent with the Company’s previously announced “3-Year Combo Plan,” intensify its focus on corporate cost reductionprograms to reduce overhead and restaurant operating costs and improve operating profit margins at the Company; and 

 

(4) explore the best practicable means of deploying excess capital resulting from the initial public offering of Tim Hortons, includingthrough cash dividends and/or stock buybacks, and the appropriate timing thereof. 

 

2.7 Publicity. 

 

(a) Promptly after the execution of this Agreement, the Company will issue a press release in the form attached hereto as Schedule B. 

 

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(b) During the Standstill Period, neither the Company nor any of the Investors, nor anyof their respective Affiliates will, directly or indirectly, make or issue or cause to be made or issued any disclosure, announcement or statement (including without limitation the filing of any document or report with the SEC or any othergovernmental agency or any disclosure to any journalist, member of the media or securities analyst) concerning the other party or any of its respective past, present or future general partners, directors, officers or employees, which disparages anyof such party’s respective past, present or future general partners, directors, officers or employees as individuals (recognizing that each party will be free to (i) comment in good faith regarding the business of the other party, providedany such comment shall not otherwise violate the terms of this Agreement, and (ii) after consultation with counsel, make any disclosure that it determines in good faith is required to be made under applicable law). 

 

III. 

 

OTHER PROVISIONS 

 

3.1 Remedies. 

 

(a) Subject to Section 3.1(c), each party hereto hereby acknowledges and agrees, on behalf of itself and its Affiliates, thatirreparable harm would occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties will be entitled to specific reliefhereunder, including, without limitation, an injunction or injunctions to prevent and enjoin breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof in any state or federal court in the State ofDelaware, in addition to any other remedy to which they may be entitled at law or in equity. Any requirements for the securing or posting of any bond with such remedy are hereby waived. 

 

(b) Subject to Section 3.1(c), each party hereto agrees, on behalf of itself and its Affiliates, thatany actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated hereby will be brought solely and exclusively in any state or federal court in the State of Delaware (and the parties agree not tocommence any action, suit or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 3.3 will beeffective service of process for any such action, suit or proceeding brought against any party in any such court. Each party, on behalf of itself and its Affiliates, irrevocably and unconditionally waives any objection to the laying of venue of anyaction, suit or proceeding arising out of this Agreement or the transactions contemplated hereby, in the state or federal courts in the State of Delaware, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim inany such court that any such action, suit or proceeding brought in any such court has been brought in an improper or inconvenient forum. 

 

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(c) Notwithstanding Sections 3.1(a) and 3.1(b) above, each of the parties agrees that inthe event that there is a dispute as to whether the standard for terminating the Standstill Period has been met as specified in clause (y) of Section 1.3(c) hereof, that dispute (a “Specified Dispute”) will be resolved through anarbitration proceeding in accordance with the following provisions of this Section 3.1(c). In connection therewith, each party agrees that, until such Specified Dispute is resolved, the Standstill Period, and the provisions hereof relatingthereto, shall continue to be in effect, and any party may seek a preliminary injunction, temporary restraining order or other provisional remedy in a court specified in Section 3.1(b) above. 

 

(i) The parties agree that they will mutually agree upon oneperson to serve as an arbitrator for purposes of this Section 3.1(c) within ten (10) business days of the date hereof (the “Specified Arbitrator”). In the event that the parties are unable to reach agreement on the SpecifiedArbitrator within such time period, within five (5) business days of the end of such ten business day period each party shall designate, in its sole discretion and in writing one (1) arbitrator and the two arbitrators thus selected shallin turn jointly specify, within five (5) business days of their designation and in accordance with the procedure established by the American Arbitration Association, a third arbitrator, which arbitrator shall, alone, act as the SpecifiedArbitrator hereunder. If such two arbitrators fail to appoint a third arbitrator within the time period specified in the preceding sentence, then any party hereto may request the American Arbitration Association to appoint an arbitrator to act asthe Specified Arbitrator, and the other parties shall cooperate therewith. The Specified Arbitrator shall be a professional experienced in commercial and business affairs who is not an employee, consultant, officer or director of any party hereto orany Affiliate of any party to this Agreement and shall not have received any compensation, directly or indirectly, from any party hereto or any Affiliate of any party to this Agreement during the two (2) year period preceding the date hereof.In the event that the Specified Arbitrator becomes unwilling or unable to serve as such, then such Specified Arbitrator shall select a replacement as promptly as practicable, and such replacement shall be deemed to be the Specified Arbitratorhereunder. If the Specified Arbitrator does not select a replacement within ten (10) business days, then a replacement shall be selected pursuant to the first three sentences of this Section 3.1(c)(i), which arbitrator shall, alone, act asthe Specified Arbitrator hereunder. 

 

(ii) Theparty initiating the dispute shall notify the other party (the “Receiving Party”) and the Specified Arbitrator in writing of the matter or matters in dispute (such notification in writing shall hereinafter be referred to as the“Arbitration Notice”). 

 

(iii) Thearbitration shall be governed by the commercial arbitration rules of the American Arbitration Association with limited discovery in the discretion of the Specified Arbitrator; provided, however, that the Specified Arbitrator shall havesole discretion with regard to the admissibility of evidence. Ohio law shall otherwise govern in all arbitration proceedings. 

 

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(iv) The parties shall use their reasonable best efforts to cause the hearings before theSpecified Arbitrator, including all discovery related thereto, to be completed within fifteen (15) business days of the date of the filing of the Arbitration Notice. The parties shall use their reasonable best efforts to cause the SpecifiedArbitrator to use his or her reasonable best efforts to rule on each disputed issue within five (5) calendar days after the completion of the hearings. If the Specified Arbitrator has not resolved any Specified Dispute as of forty-five(45) days before any Annual Meeting of Shareholders of the Company, the Company shall take such steps as are necessary to postpone such Annual Meeting so as to ensure that such Annual Meeting takes place no less than forty-five (45) daysafter the Specified Arbitrator resolves such Specified Dispute. If, as a result of this provision, the 2007 Annual Meeting of Shareholders of the Company takes place after June 30, 2007, the Standstill Period shall automatically be extendeduntil the completion of such Annual Meeting, unless otherwise terminated pursuant to Section 1.3(c) hereof. 

 

(v) The determination of the Specified Arbitrator as to the resolution of any dispute shall be binding and conclusive upon all partieshereto and shall not be appealable. All rulings of the Specified Arbitrator shall be in writing (but need not be supported by reasons) and shall be delivered to the parties hereto. Each of the Investors, on one hand, and the Company, on the other,shall pay one-half of the fees and expenses of the Specified Arbitrator. Any arbitration award may be entered in and enforced by any court specified in Section 3.1(b) and the parties hereby consent and commit themselves to the jurisdiction ofsuch courts for purposes of the enforcement of any arbitration award. The procedures set forth in this section shall be the sole and exclusive procedures for the resolution of a Specified Dispute. 

 

3.2 Entire Agreement. 

 

This Agreement contains the entire understanding of the parties with respectto the subject matter hereof and may be amended only by an agreement in writing executed by the parties hereto. 

 

3.3 Notices. 

 

All notices, consents, requests, instructions, approvals and other communications provided for herein and all legal process in regard hereto shall be inwriting and shall be deemed validly given, made or served, if (a) given by telecopy, when such telecopy is transmitted to the telecopy number set forth below and the appropriate confirmation is received or (b) if given by any other means,when actually received during normal business hours at the address specified in this subsection: 

 

if to the Company: 

 

Wendy’s International, Inc. 

 

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P.O. Box 256, 

Dublin, Ohio 43017-0256 

Facsimile: (614) 764-3100 

Attention: Corporate Secretary 

 

with a copy to: 

 

Wachtell, Lipton, Rosen & Katz 

51West 52nd Street 

New York, New York 10019 

Facsimile: (212) 403-2000 

Attention: Craig Wasserman 

 

if to the Investors: 

 

Trian Fund Management, L.P. 

280 Park Avenue, 41st Floor 

New York, NewYork 10017 

Facsimile: (212) 451-3216 

Attention: General Counsel 

 

and

 

Sandell Asset Management Corp. 

40 West 57th Street 

New York, New York 10019

Facsimile: (212) 603-5710 

Attention: Thomas E. Sandell 

 

with a copy to:

 

Cleary Gottlieb Steen & Hamilton LLP 

1 Liberty Plaza, Suite 4300 

New York, NewYork 10006 

Facsimile: (212) 225-3999 

Attention: Victor I. Lewkow 

 

3.4 Governing Law. Subject to Section 3.1(c) of this Agreement, this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Ohio, without regard to any conflict of laws provisionsthereof. 

 

3.5 Further Assurances. Each party agreesto take or cause to be taken such further actions, and to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments, and to obtain such consents, as may be reasonably required or requested by theother party in order to effectuate fully the purposes, terms and conditions of this Agreement. Promptly following the 2006 Annual Meeting, for each member of the Incumbent Slate that is not elected as a director at such Annual Meeting, upon requestof the 

 

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Company, the Investors shall cause one Investor Nominee to, and such Investor Nominee shall, resign as a director of theCompany so as to create a vacancy on the Board that can be filled by the Board, and the Investor Nominees have agreed with the Investors to so resign under such circumstances. 

 

3.6 No Intent to Acquire Control. The Company acknowledges that for purposes of 1707.04.3 of the Ohio Revised Code,the Investors and their respective Affiliates have not taken any actions to date, including through the execution and performance of this Agreement, that evidences an intent, either alone or in concert with other another person, to exercise controlover the Company. 

 

3.7 Third-Party Beneficiaries. ThisAgreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns, and nothing in this Agreement is intended to confer on any person other than the parties hereto or their respectivesuccessors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement other than Section 2.1(c) hereof, which is intended to be for the benefit of the Investor Nominees, and may be enforced by suchInvestor Nominees. 

 

3.8 Counterparts. This Agreement maybe executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 

 

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IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or caused the same to beexecuted by its duly authorized representative as of the date first above written. 

 
**WENDY’S INTERNATIONAL, INC.**By: 
/s/ John T. Schuessler
Name: John T. SchuesslerTitle: Chairman of the Board and  Chief Executive Officer
 

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**INVESTORS****TRIAN PARTNERS GP, L.P.**By: Trian Partners General Partner, LLC, its general partnerBy: 
/s/ Peter W. May
Name: Peter W. MayTitle: Member**TRIAN PARTNERS GENERAL PARTNER, LLC**By: 
/s/ Peter W. May
Name: Peter W. MayTitle: Member**TRIAN PARTNERS. L.P.**By: Trian Partners GP, L.P., its general partnerBy: Trian Partners General Partner, LLC, its general partnerBy: 
/s/ Peter W. May
Name: Peter W. MayTitle: Member
 

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**TRIAN PARTNERS MASTER FUND, L.P.**By: Trian Partners GP, L.P., its general partnerBy: Trian Partners General Partner, LLC, its general partnerBy: 
/s/ Peter W. May
Name: Peter W. MayTitle: Member**TRIAN PARTNERS MASTER FUND (NON-ERISA), L.P.**By: Trian Partners GP, L.P., its general partnerBy: Trian Partners General Partner, LLC, its general partnerBy: 
/s/ Peter W. May
Name: Peter W. MayTitle: Member**TRIAN PARTNERS PARALLEL FUND I, L.P.**By: Trian Partners Parallel Fund I General Partner, LLC, its general partnerBy: 
/s/ Peter W. May
Name: Peter W. MayTitle: Member**TRIAN PARTNERS PARALLEL FUND I GENERAL PARTNER, LLC**By: 
/s/ Peter W. May
Name: Peter W. MayTitle: Member
 

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**TRIAN FUND MANAGEMENT, L.P.**By: Trian Fund Management GP, LLC, its general partnerBy: 
/s/ Peter W. May
Name: Peter W. MayTitle: Member**TRIAN FUND MANAGEMENT GP, LLC**By: 
/s/ Peter W. May
Name: Peter W. MayTitle: Member**NELSON PELTZ**
/s/ Nelson Peltz
**PETER W. MAY**
/s/ Peter W. May
**EDWARD P. GARDEN**
/s/ Edward P. Garden
**CASTLERIGG MASTER INVESTMENTS LTD.**By: Sandell Asset Management Corp., its investment managerBy: 
/s/ Thomas E. Sandell
Name: Thomas E. SandellTitle: Chief Executive Officer
 

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**SANDELL ASSET MANAGEMENT CORP.**By: 
/s/ Thomas E. Sandell
Name: Thomas E. SandellTitle: Chief Executive Officer**CASTLERIGG INTERNATIONAL LIMITED**By: Sandell Asset Management Corp., its investment managerBy: 
/s/ Thomas E. Sandell
Name: Thomas E. SandellTitle: Chief Executive Officer**CASTLERIGG INTERNATIONAL HOLDINGS LIMITED**By: Sandell Asset Management Corp., its investment managerBy: 
/s/ Thomas E. Sandell
Name: Thomas E. SandellTitle: Chief Executive Officer**THOMAS E. SANDELL**
/s/ Thomas E. Sandell

 

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Schedule A 

 

The “**Trian Parties**”: 

 

Trian Fund Management, L.P. 

 

Trian Fund Management GP, LLC 

 

Trian Partners GP, L.P. 

 

Trian Partners General Partner, LLC 

 

Trian Partners, L.P. 

 

Trian Partners Master Fund, L.P. 

 

Trian Partners Master Fund (Non-ERISA), L.P. 

 

Trian Partners Parallel Fund I, L.P. 

 

Trian Partners Parallel Fund I General Partner, LLC 

 

Nelson Peltz 

 

Peter W. May 

 

Edward P. Garden 

 

The “**Sandell Parties**”: 

 

Castlerigg Master Investments Ltd. 

 

Sandell Asset Management Corp. 

 

Castlerigg International Limited 

 

Castlerigg International Holdings Limited 

 

Thomas E. Sandell 

 

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Schedule B 

 

**Wendy’s International, Inc. reaches agreement with Trian Partners and Sandell Asset Management**

 

DUBLIN, Ohio (March 2, 2006) – Wendy’s International, Inc. (NYSE: WEN) and Trian Fund Management, L.P. on behalfof investment funds and accounts managed by it (“Trian Partners”) announced today that they have reached an agreement, by which Wendy’s will expand its board of directors from 12 to 15 members and add three new directors nominated byTrian Partners: Jerry W. Levin, Peter H. Rothschild and Stuart I. Oran. 

 

The three new directors will join the Board on March 6, 2006, and will be spread evenly across Wendy’s three classes. 

 

“We welcome these new directors to our board and look forward to working with them to enhance long-term shareholder value,” said Chairman andChief Executive Officer Jack Schuessler. 

 

The expanded boardreflects an agreement between the Company and Trian Partners, as well as Sandell Asset Management Corp. and investment funds and accounts managed by it, under which they have agreed to vote their shares in favor of the Company’s directornominees at Wendy’s April 27, 2006, annual meeting. Trian and Sandell also made certain other commitments. 

 

In addition, Wendy’s Board of Directors said that it plans the following actions to increase Wendy’s shareholder value: 

 
 • Complete the initial public offering of Tim Hortons®, and spin off its remaining shares no later than December 31, 2006. 
 
 • Following the initial public offering of Tim Hortons, examine ways to return excess cash to shareholders, including share repurchases or dividends, and the appropriate timingthereof. 
 
 • Consistent with Wendy’s recently announced “3-Year Combo Plan,” continue to focus on improving operating profit margins at Wendy’s. 
 
 • Explore strategic alternatives for its Baja Fresh business. 
 

“We are focused on growing revenues and improving profitability at the core Wendy’s brand,” said Schuessler. “We have an outstandingtrack record of leadership and innovation in the quick service restaurant sector and look forward to regaining that position,” said Schuessler. 

 

“We are excited that the new directors will work with the board to further enhance shareholder value at Wendy’s,” said Nelson Peltz ofTrian Partners. “We are now highly supportive of Wendy’s management team and their initiatives, and we believe that these new board members will contribute to Wendy’s plan to improve its profitability.” 

 

Levin is Chairman and Chief Executive Officer of JW Levin Partners LLC, amanagement and investment firm. From 1998 to 2005, he was Chairman and CEO of American Household, Inc. (formerly named Sunbeam Corporation). He was previously Chairman and CEO of Revlon, Inc. and held senior executive positions with The PillsburyCompany. While at Pillsbury, he was CEO of several operating units, including Haagen-Dazs and the firm’s restaurant group comprised of Burger King, Steak & Ale, Bennigan’s, Chart House and Godfather’s Pizza. Levin graduatedfrom the University of Michigan with B.S.E. degrees in Electrical Engineering and Applied Mathematics and received an MBA from the University of Chicago. 

 

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Rothschild has been involved with investment and merchant banking for more than 25 years. He has beenManaging Member of Daroth Capital LLC, which is involved in investing and advising clients on financings, mergers and acquisitions, and restructurings since its founding in 2001. Rothschild was formerly Managing Director and Co-Head of the LeveragedFinance and Industrial Finance groups at Wasserstein Perella. He was also Senior Managing Director and Head of the Natural Resources Group at Bear Stearns & Co. Inc. and served as Managing Director and Head of the Industrial Group at DrexelBurnham Lambert. Rothschild is currently a member of the board of directors of Deerfield Triarc Capital Corp. He graduated from Tufts University with a B.S. in Mechanical Engineering and an MBA from the Harvard Business School. 

 

Oran is the Managing Member of Roxbury Capital Group LLC, a merchant bankingfirm he founded in 2002, which is engaged in advisory and private equity investment activities relating to acquisitions, capital formation, corporate restructurings and oversight of portfolio companies. From 1994 to 2002, he held a number of seniorexecutive positions at UAL Corporation and its operating subsidiary, United Airlines, including Executive Vice President-Corporate Affairs, Senior Vice President-International, and President and CEO of Avolar. Previously, Oran was a partner at thelaw firm of Paul, Weiss, Rifkind, Wharton and Garrison LLP. He is a graduate of Cornell University and the University of Chicago Law School. 

 

**Tim Hortons IPO statement**

 

A registration statement relating to Tim Hortons Inc. securities has been filed with the Securities and Exchange Commission, but has not yet becomeeffective. These securities may not be sold, nor may offers to buy be accepted prior to the time the registration statement becomes effective. 

 

**Safe Harbor statement**

 

Certain information in this news release, particularly information regarding future economic performance and finances, and plans, expectations andobjectives of management, is forward looking. Factors set forth in our Safe Harbor under the Private Securities Litigation Reform Act of 1995, in addition to other possible factors not listed, could affect the Company’s actual results and causesuch results to differ materially from those expressed in forward-looking statements. Please review the Company’s Safe Harbor statement at http://www.wendys-invest.com/safeharbor. 

 

**Wendy’s International, Inc. overview**

 

Wendy’s International, Inc. is one of the world’s largest restaurant operating and franchising companies with more than 9,900 totalrestaurants and quality brands – Wendy’s Old Fashioned Hamburgers®, Tim Hortons and Baja Fresh® Mexican Grill. The Company also has investments in two additional quality brands – Cafe ExpressTM and Pasta Pomodoro®.More information about the Company is available at www.wendys-invest.com. 

 

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Cafe Express is a trademark of Cafe Express, LLC 

Pasta Pomodoro is a registered trademark of Pasta Pomodoro, Inc. 

 

**CONTACTS:**

 

John Barker: (614) 764-3044 or john_barker@wendys.com 

David Poplar (614) 764-3547 or david_poplar@wendys.com 

 

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