ARTICLE II GENERAL TERMS AND CONDITIONS OF THE CONVERTIBLE DEBENTURESFirst Supplemental Indenture • November 12th, 1996 • Wendys International Inc • Retail-eating places • New York
ARTICLE I INTERPRETATIONSubscription Agreement • March 31st, 1999 • Wendys International Inc • Retail-eating places • Ohio
EXHIBIT 22 STOCK PURCHASE AGREEMENT AGREEMENT, dated September 12, 2008 by and between TCMG-MA, LLC, a Delaware limited liability company ("Seller"), Trian Partners, L.P. ("Onshore Fund") a Delaware limited partnership, Trian Partners Master Fund,...Stock Purchase Agreement • September 16th, 2008 • Wendys International Inc • Retail-eating places • New York
WENDY'S INTERNATIONAL, INC. DEBT SECURITIESUnderwriting Agreement • October 5th, 2001 • Wendys International Inc • Retail-eating places • New York
andRights Agreement • December 8th, 1997 • Wendys International Inc • Retail-eating places • Ohio
1 Exhibit 2 Amendment No. 1 to Amended and Restated Rights Agreement -------------------------------------------------------- This Amendment No. 1 to the Amended and Restated Rights Agreement (the "Amendment") is entered into as of January 26, 2001,...Rights Agreement • January 26th, 2001 • Wendys International Inc • Retail-eating places • Ohio
TRIAN FUND MANAGEMENT, L.P 280 Park Avenue, 41st Floor New York, New York 10017Termination Agreement • September 16th, 2008 • Wendys International Inc • Retail-eating places
This will confirm the agreement of the parties that the Agreement is hereby terminated, effective immediately, provided, however, that, as contemplated by Section 5 of the Agreement, the provisions of Sections 3 and 4 and the governing law provisions set forth in Section 6(a) of the Agreement shall survive the termination of the Agreement.
1.3 Headings. The headings of the Articles and Sections of this Agreement are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement. 2 - 2 -Share Exchange Agreement • March 31st, 1999 • Wendys International Inc • Retail-eating places • Ontario
TOIndenture • January 30th, 2003 • Wendys International Inc • Retail-eating places • New York
1 Exhibit 10(c) ASSIGNMENT OF RIGHTS AGREEMENT ------------------------------ ASSIGNMENT AGREEMENT, dated as of November 5, 2000 (the "Assignment Agreement"), by and among R. DAVID THOMAS A/K/A DAVE THOMAS a resident of Ft. Lauderdale, Florida...Assignment Agreement • March 26th, 2001 • Wendys International Inc • Retail-eating places • Ohio
GUARANTY AGREEMENTGuaranty Agreement • March 31st, 1999 • Wendys International Inc • Retail-eating places • Ohio
ARTICLE 2 TRUST INDENTURE ACTPreferred Securities Guarantee Agreement • November 12th, 1996 • Wendys International Inc • Retail-eating places • New York
EXHIBIT 10 EMPLOYMENT AGREEMENTEmployment Agreement • November 18th, 1998 • Wendys International Inc • Retail-eating places • Ontario
CONFORMED COPY MERGER AGREEMENTMerger Agreement • July 5th, 2002 • Wendys International Inc • Retail-eating places • California
Exhibit 2(d) AMENDMENT TO SHARE PURCHASE AGREEMENT THIS AGREEMENT is made this 26th day of February, 1999 by and between RONALD VAUGHAN JOYCE ("Transferor"), WENTIM, LTD., an Ontario Corporation having its principal office at 874 Sinclair Road,...Share Purchase Agreement • March 31st, 1999 • Wendys International Inc • Retail-eating places
AGREEMENTTransfer Agreement • September 13th, 2002 • Wendys International Inc • Retail-eating places • Ohio
ARTICLE I INTERPRETATIONRegistration Rights Agreement • March 31st, 1999 • Wendys International Inc • Retail-eating places • Ohio
RECITALSEmployment Agreement • March 31st, 1999 • Wendys International Inc • Retail-eating places • Ohio
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 12th, 2005 • Wendys International Inc • Retail-eating places • Ohio
This Indemnification Agreement (this “Agreement") is made as of this day of , 20 , by and between Wendy’s International, Inc., an Ohio corporation (the “Company"), and , an individual (“Indemnitee").
RECITALS --------Employment Agreement • August 18th, 1999 • Wendys International Inc • Retail-eating places • Ontario
SHARE PURCHASE AGREEMENTShare Purchase Agreement • November 9th, 1995 • Wendys International Inc • Retail-eating places • Ontario
AMENDED AND RESTATED STOCK UNIT AWARD AGREEMENT (with related Dividend Equivalent Rights) Wendy’s International, Inc.Stock Unit Award Agreement • November 9th, 2007 • Wendys International Inc • Retail-eating places • Ohio
RECITALSIndemnification Agreement • August 12th, 2003 • Wendys International Inc • Retail-eating places • Ohio
AMENDED AND RESTATED PERFORMANCE SHARE AWARD AGREEMENT Wendy’s International, Inc.Performance Share Award Agreement • February 27th, 2008 • Wendys International Inc • Retail-eating places • Ohio
THIS AMENDED AND RESTATED AGREEMENT, made as of , 20 , between Wendy’s International, Inc., an Ohio corporation (the “Company”), and (the “Grantee”).
VOTING AGREEMENTVoting Agreement • April 29th, 2008 • Wendys International Inc • Retail-eating places
VOTING AGREEMENT, dated as of April 23, 2008 (this “Agreement”), by and among Wendy’s International, Inc., an Ohio corporation ( “Wendy’s”), and the parties listed on Annex I hereto (each, a “Shareholder”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
RESTRICTED STOCK AWARD AGREEMENT Wendy’s International, Inc.Restricted Stock Award Agreement • April 1st, 2005 • Wendys International Inc • Retail-eating places • Ohio
TRIARC AND WENDY’S SIGN DEFINITIVE MERGER AGREEMENT Combination Will Create Third Largest U.S. Quick Service Restaurant Company With Approximately $12.5 Billion In Annual System Sales Significant Operational Improvements And Several Growth Initiatives...Merger Agreement • April 24th, 2008 • Wendys International Inc • Retail-eating places
ATLANTA, GA, and DUBLIN, OH, April 24, 2008 – Triarc Companies, Inc. (NYSE: TRY, TRY.B, “Triarc”), the franchisor of the Arby’s restaurant system (“Arby’s”), and Wendy’s International, Inc. (NYSE: WEN, “Wendy’s”) announced today they have signed a definitive merger agreement, which has been approved by the boards of directors of both companies, for an all-stock transaction in which Wendy’s shareholders will receive a fixed ratio of 4.25 shares of Triarc Class A Common Stock for each share of Wendy’s common stock they own.
PERFORMANCE UNIT AWARD AGREEMENT Wendy’s International, Inc.Performance Unit Award Agreement • August 9th, 2007 • Wendys International Inc • Retail-eating places • Ohio
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement • June 6th, 2006 • Wendys International Inc • Retail-eating places • Ohio
THIS SETTLEMENT AGREEMENT AND RELEASE (the “Agreement”) is made this 31st day of May 2006, by and between Wendy’s International, Inc. (“Wendy’s”) and John M. Deane (“Executive”). In consideration of payment to Executive by Wendy’s in the amounts stated below, the parties agree as follows:
PERFORMANCE SHARE AWARD AGREEMENT (settled in Restricted Stock) Wendy’s International, Inc.Performance Share Award Agreement • April 1st, 2005 • Wendys International Inc • Retail-eating places • Ohio
STOCK UNIT AWARD AGREEMENT (with related Dividend Equivalent Rights) Wendy’s International, Inc.Stock Unit Award Agreement • February 27th, 2008 • Wendys International Inc • Retail-eating places • Ohio
THIS AGREEMENT, made as of , 20 (the “Date of Grant”), between Wendy’s International, Inc., an Ohio corporation (the “Company”), and (the “Grantee”).
ContractSupplemental Indenture • September 29th, 2008 • Wendys International Inc • Retail-eating places • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of September 29, 2008 (this “Supplemental Indenture”), by and between Wendy’s International, Inc., an Ohio corporation (“Wendy’s” or the “Company”) and The Huntington National Bank, as trustee (the “Trustee”) under the Indenture (as defined below).
STOCK PURCHASE AGREEMENT by and between WENDY’S INTERNATIONAL, INC. and CALIBER CAPITAL GROUP, LLC. Dated: October 11, 2006Stock Purchase Agreement • March 1st, 2007 • Wendys International Inc • Retail-eating places • New York
This Stock Purchase Agreement (this “Agreement”) is dated as of October 11, 2006, by and between Caliber Capital Group, LLC, a California limited liability company (“Buyer”), and Wendy’s International, Inc., an Ohio corporation (“Seller” and, together with Buyer, the “Parties”).
STOCK UNIT AWARD AGREEMENT (with related Dividend Equivalent Rights) Wendy’s International, Inc.Stock Unit Award Agreement • February 27th, 2008 • Wendys International Inc • Retail-eating places • Ohio
AMENDED AND RESTATED FORMULA RESTRICTED STOCK UNIT AWARD AGREEMENT Wendy’s International, Inc. May 1, 20Formula Restricted Stock Unit Award Agreement • November 9th, 2007 • Wendys International Inc • Retail-eating places • Ohio
THIS AMENDED AND RESTATED AGREEMENT, made as of , 2007, between Wendy’s International, Inc., an Ohio corporation (the “Company”), and (the “Grantee”).
