exhibit10-7_031309.htm


    EXHIBIT
10.7

    
 

    
      RESTRICTED
STOCK AWARD AGREEMENT

    

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

    

    
      AMENDED
AND RESTATED 2002 EQUITY PARTICIPATION PLAN

    

    
      


       

      


    

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

     

    
      WHEREAS,
the Company maintains the Amended and Restated 2002 Equity Participation Plan,
as amended (as so amended, the “Plan”) under which the Performance Compensation
Subcommittee of the Company’s Board of Directors (the “Committee”) may, among
other things, award shares of the Company’s Common Stock, $.10 par value (the
“Common Stock”), to such eligible persons under the Plan as the Committee may
determine, subject to terms, conditions, or restrictions as it may deem
appropriate;

    

    
      


    

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

    

    
      


    

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

     

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

     

    2. AWARD OF
RESTRICTED SHARES:
Subject to the terms of the Plan and this Agreement, the Committee hereby
awards to the Award Recipient a restricted stock award (the “Restricted Stock
Award”) on _____________ __, 20__ (the “Award Date”), covering _______ shares of
Common Stock (the “Restricted Shares”).

     

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

     

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

     

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

     

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

     

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

     

    


    
      
        
           


        

        
          - 1 -

          
            

          

        

        
           


        

      

    

    


    3.5 STOCK
CERTIFICATES: The
Restricted Shares shall be issued by the Company and shall be registered in the
Award Recipient’s name on the stock transfer books of the Company promptly after
the date hereof, but shall remain in the physical custody of the Company or its
designee (including by means of segregated account on the books of the Company’s
transfer agent) at all times prior to, in the case of any particular Restricted
Shares, the applicable Vesting Date.  As a condition to the receipt of
this Restricted Stock Award, the Participant shall at the request of the Company
deliver to the Company one or more stock powers, duly endorsed in blank,
relating to the Restricted Shares.

     

    4. TRANSFERABILITY;
RIGHTS AS STOCKHOLDER.  Prior to the vesting of a Restricted
Share, (i) such Restricted Share shall not be transferable by the Award
Recipient by means of sale, assignment, exchange, pledge, or otherwise; provided, however, that the
Award Recipient shall have the right to tender the Restricted Share for sale or
exchange with the Company's written consent in the event of any tender offer
within the meaning of Section 14(d) of the Securities Exchange Act of 1934 and
(ii) unless and until such Restricted Share is forfeited pursuant to Paragraph
6, the Award Recipient shall be entitled to all rights of a stockholder of the
Company, including the right to vote the Restricted Share; provided that (i)
non-cash dividends and distributions in respect of such Restricted Share shall
be held by the Company in escrow and paid to the Award Recipient if and when the
Restricted Share vests (and forfeited back to the Company if it does not) and
(ii) cash dividends paid in respect of such Restricted Share shall be withheld
by the Company and credited to an account on the books of the Company (the
“Dividend Account”), and paid to the Award Recipient, along with interest
thereon as described in the following sentence, if and when the Restricted Share
vests (and forfeited back to the Company if it does not).  Each cash
dividend credited to the Dividend Account shall earn interest at a floating rate
equal to five percent (5%) plus the Base Rate (the aggregate rate referred to as
the “Interest Rate”), with the initial Interest Rate being established on the
date of the first dividend payment in respect of an unvested Restricted Share
following the date hereof, and then subsequently adjusted on the first day of
each January, April, July and October thereafter.  “Base Rate” shall
mean the rate published on the applicable day (or the preceding business day, if
such day is not a business day) in the Wall Street Journal
for notes maturing three (3) months after issuance under the caption "Money
Rates, London Interbank Offered Rates (LIBOR)".  Interest shall be
calculated based on a 360 day year and charged for the actual number of days
elapsed.

     

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

     

    


    
      
        
           


        

        
          - 2 -

          
            

          

        

        
           


        

      

    

    


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

     

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

     

    8. WITHHOLDING
TAXES; 83(b) ELECTION: The Award Recipient
hereby agrees to make appropriate arrangements with the Company for satisfaction
of any applicable federal, state or local income and employment tax withholding
requirements or like requirements, including the payment to the Company upon
each Vesting Date (or such other date as may be applicable under Section 83
of the Code), or other settlement in respect of the Restricted Shares, of all
such taxes and requirements, and the Company shall be authorized to take such
action as may be necessary in the opinion of the Company’s counsel (including,
without limitation, withholding Restricted Shares or other amounts from any
compensation or other amount owing from the Company or any of its subsidiaries
to the Award Recipient) to satisfy all obligations for the payment of such
taxes.  The withholding requirement may be satisfied, in whole or in
part, at the election of the Award Recipient by withholding from the Restricted
Shares otherwise issuable upon each Vesting Date that number of Restricted
Shares having an aggregate fair market value (as defined in the Plan) on the
date of the withholding equal to the minimum amount (and not any greater amount)
required to be withheld for tax purposes, all in accordance with such procedures
as the Committee establishes.  Notwithstanding the foregoing, the
Award Recipient may make an election pursuant to Section 83(b) of the Code
in respect of the Restricted Shares and, if the Award Recipient does so, the
Award Recipient shall pay to the Company an amount equal to the minimum required
tax withholding immediately upon making such election, either in cash or in
unrestricted shares of the Company’s Common Stock.  The Award
Recipient shall timely notify the Company of such election and send the Company
a copy thereof.  The Award Recipient shall be solely responsible for
properly and timely completing and filing any such election.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

    


    WENDY’S/ARBY’S
GROUP, INC.

    


    


    By:
______________________________

    Roland C. Smith

    President and Chief Executive
Officer

    
      


    

    
      Award
Recipient:

    

    
      


    

    
      


    

    
      __________________________

    

    
      [Name]

    

    


    
      
        
           


        

        
          - 3 -