NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT
UNDER THE WENDYS COMPANY
2020 OMNIBUS AWARD PLAN
THIS NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT (this Agreement), made as of ____________, 20__, by and between The Wendys Company (the Company) and _______________ (the Award Recipient):
WHEREAS, the Company maintains The Wendys Company 2020 Omnibus Award Plan (the Plan) under which the Compensation Committee of the Companys Board of Directors or a subcommittee thereof (the Committee) may, among other things, award shares of the Companys Common Stock, par value $0.10 per share (the Common Stock), to such eligible persons under the Plan as the Committee may determine, subject to terms, conditions or restrictions as it may deem appropriate; and
WHEREAS, pursuant to the Plan, the Committee has awarded to the Award Recipient a restricted stock award conditioned upon the execution by the Company and the Award Recipient of a Restricted Stock Award Agreement setting forth all the terms and conditions applicable to such award in accordance with Delaware law.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereby agree as follows:
1. Defined Terms. Except as otherwise specifically provided herein, capitalized terms used herein shall have the meanings attributed thereto in the Plan.
2. Award of Restricted Shares. Subject to the terms of the Plan and this Agreement, the Committee hereby awards to the Award Recipient a restricted stock award (the Restricted Stock Award) on __________, 20__ (the Award Date) covering _______________ shares of Common Stock (the Restricted Shares).
3. Vesting. Subject to the Award Recipients continued service on the Board, the Restricted Shares shall vest and become nonforfeitable on the earlier of (a) the first anniversary of the Award Date or (b) the date of the Companys 20__ annual meeting of stockholders (the Vesting Date).
4. Stock Certificates. The Restricted Shares shall be issued by the Company and shall be registered in the Award Recipients name on the stock transfer books of the Company promptly after the date hereof, but shall remain in the physical custody of the Company or its designee (including by means of segregated accounts on the books of the Companys transfer agent) at all times prior to the Vesting Date. As a condition to the receipt of this Restricted Stock Award, the Award Recipient shall at the request of the Company deliver to the Company one or more stock powers, duly endorsed in blank, relating to the Restricted Shares.
5. Transferability; Rights as a Stockholder. Prior to the vesting of a Restricted Share:
(a) Such Restricted Share and the rights to dividends and interest provided under this Agreement shall not be transferable by the Award Recipient by means of sale, assignment, exchange, pledge or otherwise; provided, however, that the Award Recipient shall have the right to tender the Restricted Share for sale or exchange with the Companys written consent in the event of any tender offer within the meaning of Section 14(d) of the Exchange Act; and