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                                                                    Exhibit 10 K

                           WENDY'S INTERNATIONAL, INC.

                      1978 NON-QUALIFIED STOCK OPTION PLAN
                 (Reflects amendments through February 23, 1994)

        SECTION 1. PURPOSE. This 1978 Non-Qualified Stock Option Plan
(hereinafter referred to as the "Plan") is intended as a means whereby key
employees (hereinafter referred to as "Employee" or "Employees" and "Optionee"
or "Optionees") of Wendy's International, Inc. (hereinafter referred to as the
"Company") or its subsidiaries (hereinafter referred to as the "Subsidiaries")
can each enlarge his proprietary interest in the Company, thereby assuring
closer identification of his interest with those of the Company and thereby
encouraging the judgment, initiative and efforts of the Employees for the
successful conduct of the Company's business.

        SECTION 2. ADMINISTRATION OF THE PLAN. The Board of Directors of the
Company shall appoint a Compensation Committee (hereinafter referred to as the
"Committee") of not less than three (3) Directors to administer the Plan. The
members of the Committee shall serve at the pleasure of the Board, which shall
have the power at any time, or from time to time, to remove members from the
Committee or to add members thereto. No member of the Committee, while serving
as such, shall be eligible to participate in the Plan. The Committee shall
construe and interpret the Plan, establish such rules as it deems necessary for
the proper administration of the Plan and make such determinations and take such
other action in connection with the Plan as it deems necessary and advisable. It
shall determine the individuals to whom and the time or times at which Options
shall be granted, the number of shares to be subject to each Option, the Option
price and the duration of leaves of absence which may be granted to participants
without constituting a termination of their employment for the purposes of the
Plan. Any such construction, interpretation, rule, determination or other action
taken by the Committee pursuant to the Plan shall be binding and conclusive upon
the approval by the Board of Directors.

        Actions by a majority of the Committee at a meeting at which a quorum is
present, or actions approved in writing by all of the members of the Committee,
shall be the valid acts of the Committee. No member of the Board of Directors or
the Committee shall be liable for any action or determination made in good faith
with respect to the Plan or any Option granted under it.

        The Committee shall have no authority to make any adjustment (other than
in connection with a stock dividend, recapitalization or other transaction where
an adjustment is permitted or required under the terms of this Plan) or
amendment of the exercise price of an Option previously granted under this Plan,
whether through amendment, cancellation or replacement grants, or other means,
unless the Company's shareholders shall have approved such adjustment or
amendment.

        SECTION 3. MAXIMUM NUMBER OF SHARES SUBJECT TO PLAN. Subject to any
adjustment as provided in the Plan, the shares to be offered under the Plan may
be, in whole or in part, authorized but unissued Common Shares of the Company,
or issued Common Shares which shall have been reacquired by the Company and held
by it as treasury shares. The aggregate number of Common Shares to be delivered
upon exercise of all Options granted under the Plan shall not exceed 200,000
shares. If any Option granted hereunder shall expire or terminate for any reason
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without having been exercised in full, the unpurchased shares with respect
thereto shall again be available for other Options to be granted under the Plan
unless the Plan shall have been terminated.

        SECTION 4. SELECTION OF OPTIONEES. The Committee, from time to time,
subject to the terms and provisions of the Plan, may grant Options to any
present and future full-time key employees of the Company and of its present and
future Subsidiaries. In determining the persons to whom Options shall be granted
and the number of shares to be covered by each Option, the Committee may take
into account the nature of the services rendered by such persons, their present
and potential contributions to the success and growth of the Company and its
Subsidiaries, and such other factors as the Committee, in its discretion, shall
deem relevant. Any person who has been granted an Option under the Plan or under
a prior stock option plan of the Company may be granted an additional Option or
Options under the Plan if the Committee shall so determine.

        SECTION 5. OPTION PRICE. The purchase price for the shares covered by
each Option granted shall be not less than one hundred percent (100%) of the
fair market value of the shares on the date of the grant of the Option. Such
fair market value shall be equal to the mean of the high and low prices at which
Common Shares of the Company are traded on the New York Stock Exchange on such
date.

        SECTION 6. OPTION REQUIREMENTS. The Options granted pursuant to the Plan
shall be authorized by the Committee and shall be evidenced in writing in a form
recommended by the Committee and approved by the Board of Directors and shall
include the following terms and conditions:

        (a)  OPTIONEE. Each Option shall state the name of the Optionee.

        (b)  NUMBER OF SHARES. Each Option shall state the number of shares to
             which that Option pertains. During any fiscal year of the Company,
             no Optionee shall be granted Options covering more than five
             percent (5%) of the maximum number of Common Shares which may be
             issued upon exercise of Options granted under the Plan.

        (c)  PURCHASE PRICE. Each option shall state the Option price, which
             shall be not less than one hundred percent (100%) of the fair
             market value of the shares covered by such Option on the date of
             the grant of such Option.

        (d)  PAYMENT. Each Option shall state that the Option price shall be
             payable upon the exercise of the Option and may be paid in cash or
             by check in United States Dollars.

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        (e)  LENGTH OF OPTION. Each Option shall be granted for a period to be
             determined by the Committee but in no event to exceed more than 10
             years. However, subject to Sections 9 and 10, each Option shall be
             exercisable only during such portion of its term as the Committee
             shall determine, and only if the Optionee is employed by the
             Company and the Subsidiary of the Company at the time of such
             exercise.

        (f)  EXERCISE OF OPTION. Each Optionee shall have the right to exercise
             his Option in the manner specified in the agreement evidencing the
             granting of such Option.

        SECTION 7. METHOD OF EXERCISE OF OPTIONS. Each Option shall be exercised
pursuant to the terms of such Option and pursuant to the terms of the Plan by
giving written notice to the Company at its principal place of business,
accompanied by cash or a check in payment of the Option price for the number of
shares specified and paid for. The Company shall make delivery of such shares as
soon as possible; provided, however, that if any law or regulation requires the
Company to take action with respect to the shares specified in such notice
before issuance thereof, the date of delivery of such shares shall then be
extended for the period necessary to take such action.

        SECTION 8. NON-TRANSFERABILITY OF OPTIONS. During the Optionee's
lifetime, the Options shall be exercised only by him. The Options shall not be
transferable and shall terminate as provided in this Plan.

        SECTION 9. EARLIER TERMINATION OF OPTIONS. Except as set forth in
Section 10, upon the termination of the Optionee's employment for any reason
whatsoever, the Options will terminate as to all shares covered by Options which
have not yet been exercised as of the date of such termination.

        SECTION 10.

        (a)  EXERCISE UPON DEATH OR DISABILITY. In the event an Optionee dies
             while employed by the Company or a Subsidiary, then all Options
             held by the Optionee shall become immediately exercisable as of the
             date of death, and the estate of the deceased Optionee shall have
             the right to exercise any rights the Optionee would otherwise have
             under this Plan for a period of one year after the date of the
             Optionee's death, with exercise to be made as set forth in Section
             7.

             In the event an Optionee becomes Disabled while employed by the
             Company or a Subsidiary, then all Options held by the Optionee
             shall become immediately exercisable as of the date the Optionee
             becomes Disabled, and the Optionee (or, in the event the Optionee
             is incapacitated and unable to exercise Options, the Optionee's
             legal guardian or legal representative whom the Committee deems
             appropriate based on applicable facts and circumstances) shall have
             the right to

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             exercise any rights the Optionee would otherwise have under this
             Plan for a period of one year after the date the Optionee becomes
             Disabled, with exercise to be made as set forth in Section 7.

        (b)  EXERCISE UPON RETIREMENT. In the event an Optionee's employment
             with the Company and its Subsidiaries is terminated by reason of
             the Optionee's retirement, the Optionee shall have the right to
             exercise any rights the Optionee would otherwise have under this
             Plan for a period of 48 months after the date the Optionee retires,
             with exercise to be made as set forth in Section 7. For purposes of
             this Section 10(b), "retirement" shall mean termination of
             employment at or after attaining age 55 with at least ten (10)
             years of service (as defined in the Company's qualified retirement
             plans), other than by reason of death or Disability or for cause.

        (c)  EXERCISE UPON TERMINATION OF EMPLOYMENT IN CONNECTION WITH A
             DISPOSITION OF RESTAURANTS. In the event an Optionee's employment
             with the Company and its Subsidiaries is terminated without cause
             in connection with a disposition of one or more restaurants by the
             Company or its Subsidiaries, the Optionee shall have the right to
             exercise any rights the Optionee would otherwise have under this
             Plan for a period of one year following the Optionee's termination
             of employment, with exercise to be made as set forth in Section 7.

        SECTION 11. REVOCATION OF THE PLAN AND OPTIONS. This Plan and the
various Options granted, but not yet exercised hereunder, are revocable at the
discretion of the Board of Directors.

        SECTION 12. EFFECT OF CHANGE IN STOCK SUBJECT TO THE PLAN. In the event
any dividend upon the Common Shares payable in shares is declared by the
Company, or in case of any subdivision or combination of the outstanding Common
Shares, the number of shares allotted under the Plan for Options already granted
shall be increased or decreased proportionately so that there will be no change
in the aggregate purchase price payable upon the exercise of the Options. In the
event of any other recapitalization or any reorganization, merger, consolidation
or any other change in the corporate structure or stock of the Company, the
Committee shall make such adjustment, if any, as it may deem appropriate to
accurately reflect the terms of the Options as to the number and kind of shares
available under the Plan and the number and kind of shares deliverable upon
subsequent exercising of the Options and in the Option prices under the Options.

        SECTION 13. LISTING AND REGISTRATION OF SHARES. If at any time the Board
of Directors shall deem it necessary that listing, registration or qualification
of the shares covered by the Options upon any securities exchange or under any
state or federal law or the consent or the approval of any governmental
regulatory body is necessary or desirable as a condition of or in connection
with the purchase of shares under the Options, the Options may not be

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exercised in whole or in part unless and until such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable by the Board.

        SECTION 14. RIGHT AS SHAREHOLDER. Neither the Optionee, nor his
executor, administrator, heirs, or legatees, shall be or have any rights or
privileges of a shareholder of the Company in respect to the shares transferable
upon exercise of any Option granted hereunder, unless and until certificates
representing such shares shall have been endorsed, transferred and delivered and
the transferee has caused his name to be entered as the shareholder of record on
the books of the Company.

        SECTION 15. NO OBLIGATION TO EXERCISE OPTION. The granting of an Option
shall impose no obligation upon the Optionee to exercise such Option.

        SECTION 16. AMENDMENT OR TERMINATION. The Board of Directors may amend
or terminate the Plan at any time, provided that the Board shall not (except as
provided in Sections 9, 10, 11 and 12 hereof) make any change in the Options
which will impair the rights of the Optionee therein, without the consent of the
Optionee.

        SECTION 17. LAWS GOVERNING PLAN. This Plan shall be construed under and
governed by the laws of the State of Ohio.

        SECTION 18. CAPTIONS. The captions to the several sections hereof are
not a part of this Plan, but are merely guides or labels to assist in locating
and reading the several sections hereof.

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