WENDY’S/ARBY’S GROUP, INC.
LONG TERM PERFORMANCE UNIT AWARD AGREEMENT (the “Agreement”)
Wendy’s/Arby’s Group Inc. (the “Company”), pursuant to the provisions of the 2010 Omnibus Award Plan (the
“Plan”), hereby irrevocably grants an Award (the “Award”) of Performance Units (the “Units”), on __________,
20__ as specified below:
A Unit represents the right to receive one share of Common Stock provided that the performance goals are
achieved. Capitalized terms used and not otherwise defined in this Award shall have the respective meanings
assigned to them under the Plan.
1. Relative TSR Performance .
(a) Earning of Award . The extent to which the Participant will earn the TSR Units is based on
the Company TSR Percentile Ranking for the Performance Period based on the following chart:
Linear interpolation shall be used to determine the percentage of TSR Units earned in the event the Company
TSR Percentile Ranking falls between the 25 th and 50 th percentiles, the 50 th and 75 th percentiles or the 75 th
and 90 th percentiles listed in the above chart. The Company TSR Percentile Ranking will be determined as set
forth in Section 1(c) below.
(b) Calculation of TSR .
“TSR” = Change in Stock Price + Dividends Paid
Beginning Stock Price
__________, 20__ to __________, 20__
Target TSR Units:
[____________] (the “TSR Units”)
Target Adjusted EBITDA Units
[____________] (the “EBITDA Units”)
Company TSR Percentile Ranking
Percentage of TSR Units Earned
≥ 90 th
(c) Calculation of Company TSR Percentile Ranking . The Company shall determine (A) the
Company’s TSR for the Performance Period and (B) the TSR for the Performance Period of each company that