**Exhibit 10(x)**

**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. 2007 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 Unless this Agreement is rejected bythe Grantee (or the Grantee’s estate, if applicable) as provided in Section 8 hereof, the Company hereby grants to the Grantee an award (the “Award”) of             Stock Units with an equal number of related Dividend Equivalent Rights. Subject to Section 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 rightto 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 Right relates. With respect to each Dividend Equivalent Right, any such cash dividends shallbe 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 Units shall be granted). Such additional Stock Units shall be subject to the same terms andconditions 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 thisAgreement. 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 of which are hereby incorporated by reference) and, except as otherwise expressly setforth 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. 

 

All of the number of Stock Units grantedhereunder shall vest on Grantee’s termination of employment without Cause, death or Disability (the “Vesting Date”). 

 

In addition to thecircumstance described in Section 6 hereof, any and all Stock Units which have not become vested in accordance with Section 3 hereof shall be forfeited and shall revert to the Company upon the commission by the Grantee of an Act ofMisconduct prior to such vesting. 

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. 

 
 5.Issuance of Shares. 
5.1 Timing ofDelivery. On the Vesting Date, 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 that become vested on the VestingDate; 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’s Shareownership (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 have becomevested pursuant to Section 3 due to the termination of the Grantee’s employment or the Grantee becoming Disabled (other than a Disability which constitutes a disability within the meaning of Section 409A of the Code) shall be issuedas soon as administratively practicable after the first day of the calendar month following the date which is six (6) months after the date of the Grantee’s termination of employment. 

5.2 Method of Delivery. The Grantee will not receive cash in respect of this Award and the Company shall issue newly issued or treasury Shares tothe Grantee (or, if applicable, the Grantee’s estate). 

 
 6.Rejection of Award Agreement. 
The Grantee mayreject this Agreement and forfeit the Stock Units and Dividend Equivalent Rights granted to the Grantee pursuant to the Award by notifying the Company or its designee in the manner prescribed by the Company and communicated to the Grantee; providedthat such rejections must be received by the Company or its designee no later than the earlier of (i)                     ,20         and (ii) the date that is immediately prior to the date that the Stock Units vest pursuant to Section 3 hereof (the “Grantee Return Date”); provided further that ifthe Grantee dies before the Grantee Return Date, the Grantee’s estate may reject this Agreement no later than ninety (90) days following the Grantee’s death (the “Executor Return Date”). If this Agreement is rejectedon 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 Grantee nor the Grantee’s heirs, executors,administrators and successors shall have any rights with respect thereto. 

 
 7.No Right to Continued Employment. 
Nothing in thisAgreement or the Plan 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 itsSubsidiaries or continuance of service as a Board member. 

 
 8.Withholding of Taxes. 
Prior to the delivery to theGrantee (or the Grantee’s estate, if applicable) of Shares pursuant to Sections 1 and 5 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 requiredby law to be withheld by the Company (the “Withholding Taxes”) with respect to such Shares. By not rejecting this Agreement in the manner provided in Section 6 hereof, the Grantee (or the Grantee’s estate) shall be deemedto elect 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 theGrantee’s estate) notifies the Company at least 4 days prior to the Vesting Date that the Grantee (or the Grantee’s estate) shall satisfy such obligation in cash, in which event the Company shall not withhold a portion of such Shares asotherwise provided in this Section 8. 

 

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 9.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. 

 
 10.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. 

 
 11.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.

 
 12.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. 

 
 13.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. 

 
 14.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. 

 
 15.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. 

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

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

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