AMENDMENTS TO THE WENDY’S INTERNATIONAL, INC. 2003 STOCK INCENTIVE PLAN
EXHIBIT
10.12
AMENDMENTS
TO THE
XXXXX’S
INTERNATIONAL, INC. 2003 STOCK INCENTIVE PLAN
WHEREAS,
Xxxxx’s International, Inc. (the “Company”) entered
into an Agreement and Plan of Merger, dated as of April 23, 2008 (the “Merger Agreement”),
with Triarc Companies, Inc., a Delaware corporation (“Triarc”), and Green
Merger Sub, Inc., an Ohio corporation and a direct wholly-owned
subsidiary of Triarc (“Merger Sub” ),
pursuant to which Merger Sub will be merged with and into the Company at the
Effective Time (as defined in the Merger Agreement), with the Company as the
surviving corporation and a direct wholly-owned subsidiary of Triarc (the “Merger”);
WHEREAS, the Company sponsors the
Wendy’s International, Inc. Xxxxx’s 1990 Stock Option Plan, the Wendy’s
International, Inc. Xxxxx’s WeShare Stock Option Plan, the Wendy’s
International, Inc. 2003 Stock Incentive Plan (the “2003 Plan”) and the
Wendy’s International, Inc. 2007 Stock Incentive Plan;
WHEREAS,
Section 5.5(a)(v) of the Merger Agreement provides, in relevant part, that as
soon as practicable following the date of the Merger Agreement, the Compensation
Committee of the Board of Directors of the Company shall make such adjustments
and amendments with the consent of Triarc to or make such determinations with
respect to Xxxxx’s Stock Options (as defined in the Merger Agreement), Xxxxx’s
Share-Based Awards (as defined in the Merger Agreement) and Restricted Shares
(as defined in the Merger Agreement) as are necessary to implement the
provisions of Section 5.5(a) of the Merger Agreement; and
WHEREAS,
in connection with the Merger the 2003 Plan is hereby amended as
follows, effective as of the Effective Time:
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1)
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References
to the “Shares” throughout the 2003 Plan shall hereby be deemed references
to shares of class A common stock, par value $0.10 per share, of Triarc
Companies, Inc., and any other securities into which such shares are
changed or for which such shares are
exchanged.
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2)
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References
to “the Company” in Sections 3.1, 4.1(iv), 9.2(iv) and 29.5 of the 2003
Plan shall hereby be deemed references to Triarc Companies,
Inc.
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