exhibit10-46_031309.htm


    EXHIBIT
10.46

    
 

    
      FORM
OF

      INDEMNIFICATION
AGREEMENT

      


      


      AGREEMENT, made effective as of the
_____ day of _____, ____ between Wendy’s/Arby’s Group, Inc., a Delaware
corporation (the "Company") and _____________ (the "Indemnitee").

       

      WHEREAS, it is essential to the Company
and its stockholders to attract and retain qualified and capable directors,
officers, employees, trustees, agents and fiduciaries; and

       

      WHEREAS, it has been the policy of the
Company to indemnify its directors and officers so as to provide them with the
maximum possible protection permitted by law; and

       

      WHEREAS, in recognition of Indemnitee's
need for protection against personal liability in order to induce Indemnitee to
serve or continue to serve the Company in an effective manner, and, in the case
of directors and officers, to supplement or replace the Company's directors' and
officers' liability insurance coverage, and in part to provide Indemnitee with
specific contractual assurance that the protection promised by the Company's
corporate charter and/or corporate by-laws or regulations or the partnership
agreements of partnerships for which the Company serves or has served as general
partner (together, the Company's "Governing Documents") will be available to
Indemnitee (regardless of, among other things, any amendment to or revocation of
the Governing Documents or any change in the composition of the Company's Board
of Directors or any acquisition transaction relating to the Company), the
Company, with the prior approval of the Company's stockholders, wishes to
provide the Indemnitee with the benefits contemplated by this Agreement;
and

       

      WHEREAS, as a result of the provision
of such benefits Indemnitee has agreed to serve or to continue to serve the
Company;


      
        
           


        

        
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      NOW, THEREFORE, the parties hereto do
hereby agree as follows:

       

      1.           Definitions.  The
following terms, as used herein, shall have the following respective
meanings:

       

      (a)           An
Affiliate of a
specified Person is a Person who directly, or indirectly through one or more
intermediaries, controls or is controlled by, or is under common control with,
the Person specified.  The term Associate used to
indicate a relationship with any Person shall mean (i) any corporation or
organization (other than the Company or a Subsidiary) of which such Person is an
officer or partner or is, directly, or indirectly, the Beneficial Owner of ten
(10) percent or more of any class of Equity Securities, (ii) any trust or
other estate in which such Person has a substantial beneficial interest or as to
which such Person serves as trustee or in a similar fiduciary capacity (other
than an Employee Plan Trustee), (iii) any Relative of such Person, or
(iv) any officer or director of any corporation controlling or controlled
by such Person.

       

      (b)           Beneficial Ownership
shall be determined, and a Person shall be the Beneficial Owner of
all securities which such Person is deemed to own beneficially, pursuant to
Rule 13d-3 of the General Rules and Regulations under the Securities
Exchange Act of 1934, as amended (or any successor rule or statutory provision),
or, if said Rule 13d-3 shall be rescinded and there shall be no successor
rule or statutory provision thereto, pursuant to said Rule 13d-3 as in
effect on December 1, 1999; provided, however, that a
Person shall, in any event, also be deemed to be the Beneficial Owner of any
Voting Shares:  (A) of which such Person or any of its Affiliates
or Associ­ates is, directly or indirectly, the Beneficial Owner, or
(B) of which such Person or any of its Affiliates or Associates has
(i) the right to acquire (whether such right is exercisable immediately or
only after the passage of time), pursuant to any agreement, arrangement or
understanding or upon the exercise of conversion rights,
exchange


      
        
           


        

        
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      rights,
warrants, or options, or otherwise, or (ii) sole or shared voting or
investment power with respect thereto pursuant to any agreement, arrangement,
understanding, relationship or otherwise (but shall not be deemed to be the
Beneficial Owner of any Voting Shares solely by reason of a revocable proxy
granted for a particular meeting of stockholders, pursuant to a public
solicitation of proxies for such meeting, with respect to shares of which
neither such Person nor any such Affiliate or Associate is otherwise deemed the
Beneficial Owner), or (C) of which any other Person is, directly or
indirectly, the Beneficial Owner if such first mentioned Person or any of its
Affiliates or Associates acts with such other Person as a partnership, syndicate
or other group pursuant to any agreement, arrangement or understand­ing for
the purpose of acquiring, holding, voting or disposing of any shares of capital
stock of the Company; and provided further, however, that
(i) no director or officer of the Company, nor any Associate or Affiliate
of any such director or officer, shall, solely by reason of any or all of such
directors and officers acting in their capacities as such, be deemed for any
purposes hereof, to be the Beneficial Owner of any Voting Shares of which any
other such director or officer (or any Associate or Affiliate thereof) is the
Beneficial Owner and (ii) no trustee of an employee stock ownership or
similar plan of the Company or any Subsidiary ("Employee Plan Trustee") or any
Associate or Affiliate of any such Trustee, shall, solely by reason of being an
Employee Plan Trustee or Associate or Affiliate of an Employee Plan Trustee, be
deemed for any purposes hereof to be the Beneficial Owner of any Voting Shares
held by or under any such plan.

       

      (c)           Change in Control
shall be deemed to have occurred if (A) any Person (other than (i) the
Company or any Subsidiary, (ii) any pension, profit sharing, employee stock
ownership or other employee benefit plan of the Company or any Subsidiary or any
trustee of or fiduciary with respect to any such plan when acting in such
capacity, or (iii) DWG


      
        
           


        

        
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      Acquisition
Group, L.P. ("DWG Acquisition"), Nelson Peltz (“Peltz”), Peter W. May
("May") or any Affiliate or Associate of DWG Acquisition or of Peltz or May) who
is or becomes, after the date of this Agreement, the Beneficial Owner of 20% or
more of the total voting power of the Voting Shares, (B) during any period
of two consecutive years, individuals who at the beginning of such period
constitute the Board of Directors of the Company and any new director whose
election or appointment by the Board of Directors or nomination or
recommendation for election by the Company's stockholders was approved by a vote
of at least two-thirds (2/3) of the directors then still in office who either
were directors at the beginning of the period or whose election or nomination
for election was previously so approved, cease for any reason to constitute a
majority thereof, (C) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than a merger or
consolidation which would result in the Voting Shares of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into Voting Shares of the surviving entity) at
least 80% of the total voting power represented by the Voting Shares of the
Company or such surviving entity outstanding, or the stockholders of the Company
approve a plan of complete liquidation of the Company or an agreement for the
sale or disposition by the Company of all or substantially all of the Company's
assets, or (D) a change in control of a nature that would be required to be
reported in response to Item 6(e) of Schedule 14A of
Regulation 14 promulgated under the Securities Exchange Act of 1934, as
amended, as in effect on December 1, 1999.

       

      (d)           Claim means any
threatened, pending or completed action, suit, arbitration or proceeding, or any
inquiry or investigation, whether brought by or in the right of the Company or
otherwise, that Indemnitee in good faith believes might lead to the institution
of


      
        
           


        

        
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      any such
action, suit, arbitration or proceeding, whether civil, criminal,
administrative, investigative or other, or any appeal therefrom.

       

      (e)           D&O Insurance
means any valid directors' and officers' liability insurance policy maintained
by the Company for the benefit of the Indemnitee, if any.

       

      (f)           Determination means a
determination, and Determined means a
matter which has been determined based on the facts known at the time,
by:  (i) a majority vote of a quorum of disinterested directors,
or (ii) if such a quorum is not obtainable, or even if obtainable, if a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or, in the event there has been a Change in Control, by the
Special Independent Counsel (in a written opinion) selected by Indemnitee as set
forth in Section 6, or (iii) a majority of the disinterested
stockholders of the Company, or (iv) a final adjudication by a court of
competent jurisdiction.

       

      (g)           Equity Security shall
have the meaning given to such term under Rule 3a11-1 of the General Rules
and Regulations under the Securities Exchange Act of 1934, as amended, as in
effect on December 1, 1999.

       

      (h)           Excluded Claim means
any payment for Losses or Expenses in connection with any
Claim:  (i) based upon or attributable to Indemnitee gaining in
fact any personal profit or advantage to which Indemnitee is not entitled; or
(ii) for the return by Indemnitee of any remuneration paid to Indemnitee
without the previous approval of the stockholders of the Company which is
illegal; or (iii) for an accounting of profits in fact made from the
purchase or sale by Indemnitee of securities of the Company within the meaning
of Section 16 of the Securities Exchange Act of 1934, as amended, as in
effect on December 1, 1999, or similar provisions of any state law; or
(iv) resulting from Indemnitee's knowingly


      
        
           


        

        
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      fraudulent,
dishonest or willful misconduct; or (v) the payment of which by the Company
under this Agreement is not permitted by applicable law.

       

      (i)           Expenses means any
reasonable expenses incurred by Indemnitee as a result of a Claim or Claims made
against Indemnitee for Indemnifiable Events including, without limitation,
attorneys' fees and all other costs, expenses and obligations paid or incurred
in connection with investigating, defending, being a witness in or
participat­ing in (including on appeal), or preparing to defend, be a
witness in or participate in any Claim relating to any Indemnifiable
Event.

       

      (j)           Fines means any fine,
penalty or, with respect to an employee benefit plan, any excise tax or penalty
assessed with respect thereto.

       

      (k)           Indemnifiable Event
means any event or occurrence, occurring prior to or after the date of this
Agreement, related to the fact that Indemnitee is or was a director, officer,
employee, trustee, agent or fiduciary of the Company, or is or was serving at
the request of the Company as a director, officer, employee, trustee, agent or
fiduciary of another corporation, partnership, joint venture, limited liability
company, employee benefit plan, trust or other enterprise, or by reason of
anything done or not done by Indemnitee, including, but not limited to, any
breach of duty, neglect, error, misstatement, misleading statement, omission, or
other act done or wrongfully attempted by Indemnitee, or any of the foregoing
alleged by any claimant, in any such capacity.

       

      (l)           Losses means any
amounts or sums which Indemnitee is legally obligated to pay as a result of a
Claim or Claims made against Indemnitee for Indemnifiable Events including,
without limitation, damages, judgments and sums or amounts paid in settlement of
a Claim or Claims, and Fines.


      
        
           


        

        
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      (m)           Person means any
individual, partner­ship, corporation, business trust, limited liability
company, joint stock company, trust, unincorporated association, joint venture,
govern­mental authority or other entity of whatever nature.

       

      (n)           Potential Change in
Control shall be deemed to have occurred if (A) the Company enters
into an agreement, the consummation of which would result in the occurrence of a
Change in Control; (B) any Person (including the Company) publicly
announces an intention to take or to consider taking actions which if
consummated would consti­tute a Change in Control; (C) any Person
(other than (i) the Company or any Subsidiary, (ii) any pension,
profit sharing, employee stock ownership or other employee benefit plan of the
Company or any Subsidiary or any trustee of or fiduciary with respect to any
such plan when acting in such capacity, or (iii) DWG Acquisition, Peltz,
May, or any Affiliate or Associate of DWG Acquisition or of Peltz or May) who is
or becomes the Beneficial Owner of 9.5% or more of the total voting power of the
Voting Shares, increases his Beneficial Ownership of such voting power by 5% or
more over the per­centage so owned by such Person on the date hereof; or
(D) the Board of Directors adopts a resolution to the effect that, for
purposes of this Agreement, a Potential Change in Control has
occurred.

       

      (o)           Relative means a
Person's spouse, parents, children, siblings, mothers- and fathers-in-law, sons-
and daughters-in-law, and brothers- and sisters-in-law.

       

      (p)           Reviewing Party means
any appropriate person or body consisting of a member or members of the
Company's Board of Directors or any other person or body appointed by the Board
(including the Special Independent Counsel referred to in Section 6) who is
not a party to the particular Claim for which Indemnitee is seeking
indem­nification.

       

      (q)           Subsidiary means any
corporation of which a majority of any class


      
        
           


        

        
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      of Equity
Security is owned, directly or indirectly, by the Company.

       

      (r)           Trust means the trust
established pursu­ant to Section 7 hereof.

       

      (s)           Voting Shares means
any issued and outstanding shares of capital stock of the Company entitled to
vote generally in the election of directors.

       

      2.           Basic Indemnification
Agreement.  In consideration of, and as an inducement to, the
Indemnitee rendering valuable services to the Company, the Company agrees that
in the event Indemnitee is or becomes a party to or witness or other participant
in, or is threatened to be made a party to or witness or other participant in, a
Claim by reason of (or arising in part out of) an Indemnifiable Event, the
Company will indemnify Indemnitee to the fullest extent authorized by law,
against any and all Expenses and Losses (including all interest, assessments and
other charges paid or payable in connection with or in respect of such Expenses
and Losses) of such Claim, whether or not such Claim proceeds to judgment or is
settled or otherwise is brought to a final disposition, subject in each case, to
the further provisions of this Agreement.

       

      3.           Limitations on
Indemnification.  Not­withstanding the provisions of
Section 2, Indemnitee shall not be indemnified and held harmless from any
Losses or Expenses (a) which have been Determined, as provided herein, to
constitute an Excluded Claim; (b) to the extent Indemnitee is indemnified
by the Company and has actually received payment pursuant to the Company's
Governing Docu­ments, D&O Insurance, or otherwise; or (c) other
than pursu­ant to the last sentence of Section 4(d) or Section 14,
in connection with any Claim initiated by Indemnitee, unless the Company has
joined in or the Board of Directors has authorized such Claim.


      
        
           


        

        
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      4.           Indemnification
Procedures.

       

      (a)           Promptly
after receipt by Indemnitee of notice of any Claim, Indemnitee shall, if
indemnification with respect thereto may be sought from the Company under this
Agreement, notify the Company of the commencement thereof and Indemnitee agrees
further not to make any admis­sion or effect any settlement with respect to
such Claim without the consent of the Company, except any Claim with respect to
which the Indemnitee has undertaken the defense in accordance with the second to
last sentence of Sec­tion 4(d).

       

      (b)           If,
at the time of the receipt of such notice, the Company has D&O Insurance in
effect, the Company shall give prompt notice of the commencement of Claim to the
insurers in accordance with the procedures set forth in the respective
policies.  The Company shall thereafter take all necessary or
desirable action to cause such insurers to pay, on behalf of Indemnitee, all
Losses and Expenses payable as a result of such Claim.

       

      (c)           To
the extent the Company does not, at the time of the Claim have applicable
D&O Insurance, or if a Determination is made that any Expenses arising out
of such Claim will not be payable under the D&O Insurance then in effect,
the Company shall be obligated to pay the Expenses of any Claim in advance of
the final disposition thereof and the Company, if appropriate, shall be entitled
to assume the defense of such Claim, with counsel satisfactory to
Indemni­tee, upon the delivery to Indemnitee of written notice of its
election so to do.  After delivery of such notice, the Company will
not be liable to Indemnitee under this Agree­ment for any legal or other
Expenses subsequently incurred by the Indemnitee in connection with such defense
other than reasonable Expenses of investigation; provided that Indemni­tee
shall have the right to employ its counsel in such Claim but the fees and
expenses of such counsel incurred after delivery of notice from the Company of
its assumption of such defense shall be at


      
        
           


        

        
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      the
Indemnitee's expense; provided further that
if:  (i) the employment of counsel by Indemni­tee has been
previously authorized by the Company; (ii) Indemnitee shall have reasonably
concluded that there may be a conflict of interest between the Company and
Indem­nitee in the conduct of any such defense; or (iii) the Company
shall not, in fact, have employed counsel to assume the defense of such action,
the reasonable fees and expenses of counsel shall be at the expense of the
Company.

       

      (d)           All
payments on account of the Company's indemnification obligations under this
Agreement shall be made within sixty (60) days of Indemnitee's written request
therefor unless a Determination is made that the Claims giving rise to
Indemnitee's request are Excluded Claims or otherwise not payable under this
Agreement, provided that all payments on
account of the Company's obligation to pay Expenses under Section 4(c) of
this Agreement prior to the final disposition of any Claim shall be made within
20 days of Indemnitee's written request therefor and such obligation shall not
be subject to any such Determination but shall be subject to Section 4(e)
of this Agreement.  In the event the Company takes the position that
the Indemnitee is not entitled to indemnification in connection with the
proposed settlement of any Claim, the Indemnitee shall have the right at its own
expense to undertake defense of any such Claim, insofar as such proceeding
involves Claims against the Indemnitee, by written notice given to the Company
within 10 days after the Company has notified the Indemnitee in writ­ing of
its contention that the Indemnitee is not entitled to
indemnification.  If it is subsequently determined in con­nection
with such proceeding that the Indemnifiable Events are not Excluded Claims and
that the Indemnitee, therefore, is entitled to be indemnified under the
provisions of Sec­tion 2 hereof, the Company shall promptly indemnify
the Indemnitee.


      
        
           


        

        
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      (e)           Indemnitee
hereby expressly undertakes and agrees to reimburse the Company for all Losses
and Expenses paid by the Company in connection with any Claim against Indemnitee
in the event and only to the extent that a Determination shall have been made by
a court of competent jurisdiction in a decision from which there is no further
right to appeal that Indemnitee is not entitled to be indem­nified by the
Company for such Losses and Expenses because the Claim is an Excluded Claim or
because Indemnitee is otherwise not entitled to payment under this
Agreement.

       

      5.           Settlement.  The
Company shall have no obligation to indemnify Indemnitee under this Agreement
for any amounts paid in settlement of any Claim effected without the Company's
prior written consent.  The Company shall not settle any Claim in
which it takes the position that Indem­nitee is not entitled to
indemnification in connection with such settlement without the consent of the
Indemnitee, nor shall the Company settle any Claim in any manner which would
impose any Fine or any obligation on Indemnitee, without Indemnitee's written
consent.  Neither the Company nor Indemnitee shall unreasonably
withhold their consent to any proposed settlement.

       

      6.           Change in Control;
Extraordinary Transac­tions.  The Company and Indemnitee
agree that if there is a Change in Control of the Company (other than a Change
in Control which has been approved by a majority of the Com­pany's Board of
Directors who were directors immediately prior to such Change in Control) then
all Determinations thereafter with respect to the rights of Indemnitee to be
paid Losses and Expenses under this Agree­ment shall be made only by a
special independent counsel (the "Special Independent Counsel") selected by
Indemnitee and approved by the Company (which approval shall not be unreasonably
withheld) or by a court of competent jurisdic­tion.  The Company
shall pay the reasonable fees of such


      
        
           


        

        
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      Special
Independent Counsel and shall indemnify such Special Independent Counsel against
any and all reasonable expenses (including reasonable attorneys' fees), claims,
liabilities and damages arising out of or relating to this Agreement or its
engagement pursuant hereto.

       

      The Company covenants and agrees that,
in the event of a Change in Control of the sort set forth in clause (C) of
Section 1(c), the Company will use its best efforts (a) to have the
obligations of the Company under this Agreement including, but not limited to
those under Section 7, expressly assumed by the surviving, purchasing or
succeeding entity, or (b) otherwise to adequately provide for the
satisfaction of the Company's obligations under this Agreement, in a manner
reasonably acceptable to the Indemnitee.

       

      7.           Establishment of
Trust.  In the event of a Potential Change in Control the
Company shall, upon written request by Indemnitee, create a trust (the "Trust")
for the benefit of the Indemnitee and from time to time upon written request of
Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all
Losses and Expenses which are actually paid or which Indemnitee reasonably
determines from time to time may be payable by the Company under this
Agreement.  The amount or amounts to be deposited in the Trust
pursuant to the foregoing funding obligation shall be determined by the
Reviewing Party, in any case in which the Special Independent Counsel is
involved.  The terms of the Trust shall provide that upon a Change in
Control:  (i) the Trust shall not be revoked or the principal
thereof invaded without the written consent of the Indemnitee; (ii) the
trustee of the Trust shall advance, within twenty days of a request by the
Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby
agrees to reimburse the Trust under the circumstances under which the Indemnitee
would be required to reimburse the Company under Sec­tion 4(e) of this
Agreement); (iii) the Company shall continue to fund the Trust from time to
time in accordance with the funding obligations set


      
        
           


        

        
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      forth
above; (iv) the trustee of the Trust shall promptly pay to the Indemnitee
all Losses and Expenses for which the Indemnitee shall be entitled to
indemnification pursuant to this Agreement; and (v) all unexpended funds in
the Trust shall revert to the Company upon a final determination by a court of
competent jurisdiction in a final decision from which there is no further right
of appeal that the Indemnitee has been fully indemnified under the terms of this
Agreement.  The Trustee of the Trust shall be chosen by the
Indemnitee.

       

      8.           No
Presumption.  For purposes of this Agreement, the termination
of any Claim by judgment, order, settlement (whether with or without court
approval) or conviction, or upon a plea of nolo contendere, or its
equivalent, shall not, of itself, create a presumption that Indemnitee did not
meet any particular standard of conduct or have any particular belief or that a
court has determined that indemnification is not permitted by applicable
law.

       

      9.           Nonexclusivity,
Etc.  The rights of the Indemnitee hereunder shall be in
addition to any other rights Indemnitee may have under the Company's Governing
Documents or under the laws, as in effect from time to time, of the Company's
state of incorporation (such laws being the "Applicable State Laws"), any vote
of stockholders or disinterested directors or otherwise, both as to action in
the Indemnitee's official capacity and as to action in any other capacity by
holding such office, and shall continue after the Indemnitee ceases to serve the
Company as a director, officer, employee, agent or fiduciary, for so long as the
Indemnitee shall be subject to any Claim by reason of (or arising in part out
of) an Indemnifiable Event.  To the extent that a change in the
Applicable State Laws (whether by statute or judicial decision or by
reincorporation of the Company in a different jurisdiction) permits greater
indem­nification by agreement than would be afforded currently under the
Company's Governing Documents and this Agreement, it is the intent of the
parties hereto that Indemnitee shall enjoy by this Agreement
the


      
        
           


        

        
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      greater
benefits so afforded by such change.

       

      10.           Liability
Insurance.  To the extent the Company maintains D&O
Insurance, Indemnitee, if an officer or director of the Company, shall be
covered by such policy or policies, in accordance with its or their terms, to
the maximum extent of the coverage available for any director or officer of the
Company.

       

      11.           Subrogation.  In
the event of payment under this Agreement, the Company shall be subrogated to
the extent of such payment to all of the rights of recovery of Indemnitee, who
shall execute all papers required and shall do everything that may be necessary
to secure such rights, including the execution of such documents necessary to
enable the Company effectively to bring suit to enforce such
rights.

       

      12.           Partial Indemnity,
Etc.  If Indemnitee is entitled under any provision of this
Agreement to indem­nification by the Company for some or a portion of the
Expenses and Losses of a Claim but not, however, for all of the total amount
thereof, the Company shall nevertheless indemnify Indemnitee for the portion
thereof to which Indem­nitee is entitled.  Moreover,
notwithstanding any other provision of this Agreement, to the extent that
Indemnitee has been successful on the merits or otherwise in defense of any or
all Claims relating in whole or in part to any Indem­nifiable Event or in
defense of any issue or matter therein, including dismissal without prejudice,
Indemnitee shall be indemnified against all Expenses incurred in connection
therewith.  In connection with any Determination as to whether
Indemnitee is entitled to be indemnified hereunder the burden of proof shall be
on the Company to establish that Indemnitee is not so entitled.

       

      13.           Liability of
Company.  The Indemnitee agrees that neither the stockholders
nor the directors nor any officer, employee, representative or agent of the
Company shall be


      
        
           


        

        
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      personally
liable for the satisfaction of the Company's obligations under this Agreement
and the Indem­nitee shall look solely to the assets of the Company for
satisfaction of any claims hereunder.

       

      14.           Enforcement.

       

      (a)           Indemnitee's
right to indemnification and other rights under this Agreement shall be
specifically enforceable by Indemnitee only in the state or Federal courts of
the State of New York or of the then current State of incorporation of the
Company and shall be enforceable notwithstanding any adverse Determination by
the Company's Board of Directors, independent legal counsel, the Special
Independent Counsel or the Company's stockholders and no such Determination
shall create a presumption that Indem­nitee is not entitled to be
indemnified hereunder.  In any such action the Company shall have the
burden of proving that indemnification is not required under this
Agreement.

       

      (b)           In
the event that any action is instituted by Indemnitee under this Agreement, or
to enforce or interpret any of the terms of this Agreement, Indemnitee shall be
entitled to be paid all court costs and reasonable expenses, including
reasonable counsel fees, incurred by Indemnitee with respect to such action,
unless the court determines that each of the material assertions made by
Indemnitee as a basis for such action were not made in good faith or were
frivolous.

       

      15.           Severability.  In
the event that any provision of this Agreement is determined by a court to
require the Company to do or to fail to do an act which is in violation of
applicable law, such provision (including any provision within a single section,
paragraph or sentence) shall be limited or modified in its application to the
minimum extent necessary to avoid a violation of law, and, as so limited or
modified, such provision and the balance of this


      
        
           


        

        
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      Agreement
shall be enforceable in accordance with their terms to the fullest extent
permitted by law.

       

      16.           Governing
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the state in which the Company is incorporated at
the time any claim for indemnification is made hereunder applicable to
agreements made and to be performed entirely within such state.

       

      17.           Consent to
Jurisdiction.  The Company and the Indemnitee each hereby
irrevocably consent to the jurisdiction of the courts of the State of New York
and the State promulgating the Applicable State Laws at the time any claim for
indemnification hereunder is made for all purposes in connection with any action
or proceeding which arises out of or relates to this Agreement and agree that
any action instituted under this Agreement shall be brought only in the state
and Federal courts of the States indicated in this Section.

       

      18.           Notices.  All
notices, or other communica­tions required or permitted hereunder shall be
sufficiently given for all purposes if in writing and personally delivered,
telegraphed, telexed, sent by facsimile transmis­sion or sent by registered
or certified mail, return receipt requested, with postage prepaid addressed as
follows, or to such other address as the parties shall have given notice of
pursuant hereto:

      (a)           If
to the Company, to:

      


      


       

       

      
        
          	 	 Wendy’s/Arby’s
      Group, Inc.
	 	 1155
      Perimeter Center West
	
                   
      

                	
                  Atlanta,
      GA  30338

                


        

      

      
        	
                 
      

              	
                Attention:  General
      Counsel

              


      

      
        	
                 
      

              	
                Telecopier
      No.:  678-514-5344

              


      


      
        
           


        

        
          - 16 -

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                If
      to the Indemnitee, to:

              


      

      


      _____________________

      


      _____________________

      


      


      19.           Counterparts.  This
Agreement may be signed in counterparts, each of which shall be an original and
all of which, when taken together, shall constitute one and the same
instrument.

       

      20.           Successors and
Assigns.  This Agreement shall be (i) binding upon all
successors and assigns of the Company, including any direct or indirect
successor by pur­chase, merger, consolidation or otherwise to all or
substan­tially all of the business and/or assets of the Company, and
(ii) shall be binding upon and inure to the benefit of any successors and
assigns, heirs, and personal or legal representatives of
Indemnitee.


      
        
           


        

        
          - 17 -

          
            

          

        

        
           


        

      


      21.           Amendment;
Waiver.  No amendment, modification, termination or
cancellation of this Agreement shall be effective unless made in a writing
signed by each of the parties hereto.  No waiver of any of the
provisions of this Agreement shall be deemed or shall constitute a waiver of any
other provision hereof (whether or not similar) nor shall such waiver constitute
a continuing waiver.

      


      IN WITNESS WHEREOF, the Company and
Indemnitee have executed this Agreement effective as of the day and year first
above written.

      


      WENDY’S/ARBY’S GROUP,
INC.

      


      


      


      By:___________________________________                                                                           

         Name:________________________________

         Title:_________________________________

      


      ATTEST:

      


      [Corporate
Seal]

      


      


      


      By:_______________________

         Title:

      


      


      


      WITNESS:

      


      


      


      __________________________                                           _______________________________                                                                                                 

                                        ,
Indemnitee


      
        
           


        

        
          - 18 -