**Exhibit 10(r)**

 

**STOCK UNIT AWARD AGREEMENT**

**(with related Dividend Equivalent Rights)**

 

**Wendy’s International, Inc.**

 

            , 20    

 

THIS AGREEMENT, made as of             , 20     (the“Date of Grant”), between Wendy’s International, Inc., an Ohio corporation (the “Company”), and                     (the “Grantee”). 

 

WHEREAS, the Company has adopted the Wendy’s International, Inc. 2003 Stock Incentive Plan (the“Plan”) in order to provide additional incentive to certain employees and directors of the Company and its Subsidiaries; and 

 

WHEREAS, the Committee has determined to grant to the Grantee an Award of Stock Units with related Dividend Equivalent Rights as provided herein toencourage the Grantee’s efforts toward the continuing success of the Company. 

 

NOW, THEREFORE, the parties hereto agree as follows: 

 

1. Grant. 

 

1.1 TheCompany hereby grants to the Grantee an award (the “Award”) of                      Stock Units and                     Dividend Equivalent Rights, each Stock Unit to be accompanied by one (1) related Dividend Equivalent Right. The StockUnits and Dividend Equivalent Rights granted pursuant to the Award shall be subject to the execution and return of this Agreement by the Grantee (or the Grantee’s estate, if applicable) to the Company as provided in Section 8 hereof. Subject toSection 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 right to receive all of the cash dividends that are or would be payable with respect to the Sharerepresented by the Stock Unit to which the Dividend Equivalent Right relates. With respect to each Dividend Equivalent Right, any such cash dividends shall be converted into additional Stock Units based on the Fair Market Value of a Share on thedate such dividend is made (provided that no fractional Stock Units shall be granted). Such additional Stock Units shall be subject to the same terms and conditions 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 this Agreement. 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 set forth herein, thecapitalized terms used in this Agreement shall have the same definitions as set forth in the Plan. 

 

2. Restrictions on Transfer. 

 

The Stock Units granted pursuant to this Agreement may not be sold, transferred or otherwise disposed of and may not be pledged or otherwise hypothecated.

 

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3. Vesting. 

 

Except as provided in Sections 4 and 5 hereof, one-fourth (1/4) of the number of Stock Units granted hereunder (rounded upto the next whole Stock Unit, if necessary) shall vest on each of the first four (4) anniversaries of the Date of Grant. 

 

4. Effect of Certain Terminations of Employment. 

 

If the Grantee’s employment terminates as a result of the Grantee’s death, Retirement or becoming Disabled, or if the Grantee is terminatedwithout Cause in connection with the disposition of one or more restaurants or other assets of the Company or its Subsidiaries or the sale or disposition of a Subsidiary, in each case if such termination occurs on or after the Date of Grant, allStock Units which have not become vested in accordance with Section 3 or 5 hereof shall vest as of the date of such termination. 

 

5. Effect of Change in Control. 

 

In the event of a Change in Control at any time on or after the Date of Grant, all Stock Units which have not become vested in accordance with Section 3or 4 hereof shall vest immediately. 

 

6. Forfeiture of StockUnits. 

 

In addition to the circumstance described inSection 8 hereof, any and all Stock Units which have not become vested in accordance with Section 3, 4 or 5 hereof shall be forfeited and shall revert to the Company upon: 

 

(i) the termination by the Grantee, the Company or its Subsidiaries of the Grantee’s employment for any reason otherthan those set forth in Section 4 hereof prior to such vesting; or 

 

(ii) the commission by the Grantee of an Act of Misconduct prior to such vesting. 

 

For purposes of this Agreement, an “Act of Misconduct” shall mean the occurrence of one or 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 or violates any fiduciary obligation to the Company or any of its Subsidiaries, or (z) the Grantee engages in unlawfultrading in the securities of the Company or any of its Subsidiaries or of another company based on information gained as a result of that Grantee’s employment with, or status as a director to, the Company or any of its Subsidiaries. 

 

7. Issuance of Shares. 

 

The issuance of Shares to the Grantee (or, if applicable, the Grantee’sestate) with respect to vested Stock Units shall be made on the later of the vesting date or the first date that such Shares may be issued to the Grantee (or, if applicable, the Grantee’s estate) without resulting in the disallowance of adeduction by the Company with respect to the Grantee under Section 162(m) of the Code and the regulations thereunder. 

 

8. Execution of Award Agreement. 

 

The Stock Units and Dividend Equivalent Rights granted to the Grantee pursuant to the Award shall be subject to the Grantee’s execution and return ofthis Agreement to the Company or its designee (including by electronic means, if so provided) no later than the earlier of (i)                    , 20     and (ii) the date that is immediately prior to the date that the Stock Units vestpursuant to Section 4 or 5 hereof (the “Grantee Return Date”); provided that if the Grantee dies before the Grantee Return Date, this requirement shall be deemed to be satisfied if the executor or administrator of the Grantee’sestate executes and returns this Agreement to the Company or its designee no later than ninety (90) days following the Grantee’s death (the “Executor Return Date”). If this Agreement is not so executed and returned on or priorto the Grantee Return Date or the Executor Return Date, as 

 

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applicable, the Stock Units and Dividend Equivalent Rights evidenced by this Agreement shall be forfeited, and neither the Grantee nor the Grantee’sheirs, executors, administrators and successors shall have any rights with respect thereto. 

 

9. No Right to Continued Employment. 

 

Nothing in this Agreement 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 tocontinuance of employment by the Company or any of its Subsidiaries or continuance of service as a Board member. 

 

10. Withholding of Taxes. 

 

Prior to the delivery to the Grantee (or the Grantee’s estate, if applicable) of Shares pursuant to Sections 1 and 7 hereof, the Grantee (or theGrantee’s estate) shall pay to the Company the federal, state and local income taxes and other amounts as may be required by law to be withheld by the Company (the “Withholding Taxes”) with respect to such Shares. By executingand returning this Agreement in the manner provided in Section 8 hereof, the Grantee (or the Grantee’s estate) shall be deemed to elect to have the Company withhold a portion of such Shares having an aggregate Fair Market Value equal to theWithholding Taxes in satisfaction of the Withholding Taxes, such election to continue in effect until the Grantee (or the Grantee’s estate) notifies the Company before such delivery that the Grantee (or the Grantee’s estate) shall satisfysuch obligation in cash, in which event the Company shall not withhold a portion of such Shares as otherwise provided in this Section 10. 

 

11. Grantee Bound by the Plan. 

 

The Grantee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof. 

 

12. Modification of Agreement. 

 

This Agreement may be modified, amended, suspended or terminated, and anyterms or conditions may be waived, but only by a written instrument executed by the parties hereto. 

 

13. Severability. 

 

Should any provision of this Agreement be held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remainingprovisions of this Agreement shall not be affected by such holding and shall continue in full force in accordance with their terms. 

 

14. 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 tothe conflicts of laws principles thereof. 

 

15. Successors inInterest. 

 

This Agreement shall inure to the benefit ofand 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 this Agreement shall bebinding upon the Grantee’s heirs, executors, administrators and successors. 

 

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16. Resolution of Disputes. 

 

Any dispute or disagreement 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 and conclusive on the Grantee, the Grantee’s heirs, executors, administrators and successors, and theCompany and its Subsidiaries for all purposes. 

 

17. EntireAgreement. 

 

This Agreement and the terms and conditions ofthe 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. 

 

18. Headings. 

 

The headings of this Agreement are inserted for convenience only and do notconstitute a part of this Agreement. 

 

19. Counterparts.

 

This Agreement may be executed simultaneously in two or morecounterparts, each of which shall constitute an original, but all of which taken together shall constitute one and the same agreement. 

 

 

WENDY’S INTERNATIONAL, INC.

By:
 
 

GRANTEE

 

 

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