AGREEMENTAgreement • December 2nd, 2011 • Wendy's Co • Retail-eating & drinking places • Delaware
THIS AGREEMENT, dated as of this 1st day of December, 2011 (the “Agreement”), is by and among The Wendy’s Company, a Delaware corporation (the “Company”), and Trian Partners, L.P., a Delaware limited partnership, Trian Partners Master Fund, L.P., a Cayman Islands limited partnership, Trian Partners Parallel Fund I, L.P., a Delaware limited partnership, and Trian Partners GP, L.P., a Delaware limited partnership (collectively, the “Stockholders”), Trian Fund Management, L.P., a Delaware limited partnership (the “Management Company”), the general partner of which is Trian Fund Management GP, LLC, a Delaware limited liability company (“Trian GP”), Nelson Peltz, Peter W. May and Edward P. Garden, who, together with Nelson Peltz and Peter W. May, are the controlling members of Trian GP (the “Members”), and Trian Partners Strategic Investment Fund, L.P., a Delaware limited partnership, and Trian Partners Strategic Investment Fund-A, L.P., a Delaware limited partnership (collectively, the “Ne
