0000030697-09-000011 Sample Contracts

FORM OF INDEMNIFICATION AGREEMENT

Indemnification Agreement • March 13th, 2009 • Wendy's/Arby's Group, Inc. • Retail-eating & drinking places

• Contract Type
  Indemnification Agreement
• Filed
  March 13th, 2009
• Company
  Wendy's/Arby's Group, Inc.
• Industry
  Retail-eating & drinking places

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

Contract

Restricted Stock Award Agreement • March 13th, 2009 • Wendy's/Arby's Group, Inc. • Retail-eating & drinking places • Delaware

• Contract Type
  Restricted Stock Award Agreement
• Filed
  March 13th, 2009
• Company
  Wendy's/Arby's Group, Inc.
• Industry
  Retail-eating & drinking places
• Jurisdiction
  Delaware

RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), made as of _____________ __, 20__, by and between Wendy’s/Arby’s Group, Inc. (the “Company”) and __________________ (“Award Recipient”):

REGISTRATION RIGHTS AGREEMENT between DWG CORPORATION and DWG ACQUISITION GROUP, L.P.

Registration Rights Agreement • March 13th, 2009 • Wendy's/Arby's Group, Inc. • Retail-eating & drinking places • New York

• Contract Type
  Registration Rights Agreement
• Filed
  March 13th, 2009
• Company
  Wendy's/Arby's Group, Inc.
• Industry
  Retail-eating & drinking places
• Jurisdiction
  New York

REGISTRATION RIGHTS AGREEMENT, dated as of April 23, 1993, by and between DWG Corporation, an Ohio corporation (the "Company"), and DWG Acquisition Group, L.P., a Delaware limited partnership ("DAG").

AMENDMENTS TO THE WENDY’S INTERNATIONAL, INC. 2003 STOCK INCENTIVE PLAN

Amendments to the Wendy’s International, Inc. 2003 Stock Incentive Plan • March 13th, 2009 • Wendy's/Arby's Group, Inc. • Retail-eating & drinking places

• Contract Type
  Amendments to the Wendy’s International, Inc. 2003 Stock Incentive Plan
• Filed
  March 13th, 2009
• Company
  Wendy's/Arby's Group, Inc.
• Industry
  Retail-eating & drinking places

WHEREAS, Wendy’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”);

AMENDMENTS TO THE WENDY’S INTERNATIONAL, INC. 2007 STOCK INCENTIVE PLAN

Amendments to the Wendy’s International, Inc. 2007 Stock Incentive Plan • March 13th, 2009 • Wendy's/Arby's Group, Inc. • Retail-eating & drinking places

• Contract Type
  Amendments to the Wendy’s International, Inc. 2007 Stock Incentive Plan
• Filed
  March 13th, 2009
• Company
  Wendy's/Arby's Group, Inc.
• Industry
  Retail-eating & drinking places

WHEREAS, Wendy’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”);