AMENDED AND RESTATED PERFORMANCE SHARE AWARD AGREEMENT Wendys International, Inc.

Exhibit 10(aa)

AMENDED AND RESTATED PERFORMANCE SHARE AWARD AGREEMENT

Wendy’s International, Inc.

THIS AMENDED AND RESTATED AGREEMENT, made as of                     , 20        , between Wendy’s International, Inc., an Ohio corporation (the “Company”), and              (the “Grantee”).

WHEREAS, the Company has adopted the Wendy’s International, Inc. 2003 Stock Incentive Plan (the “Plan”) in order to provide additional incentive to certain employees and directors of the Company and its Subsidiaries; and

WHEREAS, as of              (the “Date of Grant”), the Committee had determined to grant to the Grantee an Award of Performance Shares as provided herein to encourage the Grantee’s efforts toward the continuing success of the Company; and

WHEREAS, to avoid the negative consequences of a violation of Code section 409A, the Committee and Grantee have agreed to amend the prior award agreement issued on the Date of Grant, as set forth herein.

NOW, THEREFORE, the parties hereto agree as follows:

1.1 The Company hereby grants to the Grantee an award of              Performance Shares (the “Award”), subject to adjustment pursuant to Sections 3 and 4 hereof and the execution and return of this Agreement by the Grantee (or the Grantee’s estate, if applicable) to the Company as provided in Section 10 hereof. Subject to Sections 5 and 6 hereof, payment with respect to vested Earned Performance Shares shall be made entirely in Shares in accordance with Section 8 hereof.

1.2 This Agreement shall be construed in accordance and consistent with, and subject to, the provisions of the Plan (the provisions of which are hereby incorporated by reference) and, except as otherwise expressly set forth herein, the capitalized terms used in this Agreement shall have the same definitions as set forth in the Plan.

The Performance Cycle shall be              the Company’s 20         fiscal year, beginning on             , 20         and ending on             , 20        .

3.1 The Performance Objective established by the Committee with respect to the Performance Shares is positive earnings before interest and taxes by the Wendy’s brand for the Performance Cycle.

3.2 If the Company achieves this Performance Objective during the Performance Cycle and the Committee certifies to this result in accordance with Section 4 hereof, the Performance Shares shall be earned and, subject to Sections 4.1, 5, and 6.4 hereof, on             , 20         (the “Issue Date”), the Grantee will be credited with a number of Earned Performance Shares equal to the number of Performance Shares listed in Section 1.1 multiplied by a factor determined in accordance with the matrix set forth in Appendix A attached hereto.

For the purpose of applying the matrix set forth in Appendix A, earnings before interest and taxes by the Wendy’s brand shall be as reported on the Company’s income statement for last half of the Company’s 20         fiscal year with the following adjustments:

(i) disregarding the impact of (a) severance costs or other charges incurred in connection with the Company’s initiative to reduce its overhead as part of an organizational restructuring of the Company, and

related costs of outside consultants and advisors, or (b) new accounting standards or interpretations issued in 20        ; and

(ii) adjusting the number of Performance Shares in the event of a spin-off of Tim Hortons Inc. prior to May 1, 2007, such that the Fair Market Value of the Performance Shares (calculated as though the Fair Market Value of a Performance Share is equal to the Fair Market Value of a Share) immediately prior to the spin-off is equal to the Fair Market Value of the Performance Shares (calculated in the same manner) immediately after the spin-off, and the number of Shares issued in settlement of the Earned Performance Shares shall be adjusted proportionately to the adjustment in the number of Performance Shares.

4.1 Determination Notice. As soon as possible after the end of the Performance Cycle, the Committee will certify in writing whether the Performance Objective has been met for the Performance Cycle and determine the number of Earned Performance Shares, if any, in accordance with the matrix set forth in Appendix A; provided, that, if the Committee certifies that the Performance Objective has been met, the Committee may, in its sole discretion, reduce the number of Earned Performance Shares which may become payable to the Grantee with respect to the Award. The date of the Committee’s certification pursuant to this Section 4.1 shall hereinafter be referred to as the “Certification Date”. The Company will notify the Grantee (or the executors or administrators of the Grantee’s estate, if appropriate) of the Committee’s certification following the Certification Date (such notice, the “Determination Notice”). The Determination Notice shall specify (i) the Company’s reported earnings before interest and taxes by the Wendy’s brand as adjusted pursuant to Section 3.2, and (ii) the number of Earned Performance Shares, if any, calculated in accordance with the Committee’s certification pursuant to this Section 4.1 and which may become payable to Grantee pursuant to Sections 6 or 7 hereof.

4.2 Dividend Equivalent Rights. As of the Date of Grant, the Grantee shall also be issued a number of Dividend Equivalent Rights equal to the number of Performance Shares. As of the Issue Date, the number of Dividend Equivalent Rights shall be multiplied by a factor determined in accordance with the matrix set forth in Appendix A. Each Dividend Equivalent Right represents the right to receive all of the cash dividends that are or would be payable with respect to the Share represented by the Performance Share or Earned Performance Share to which the Dividend Equivalent Right relates. With respect to each Dividend Equivalent Right, any such cash dividends shall be converted into additional Performance Shares or Earned Performance Shares based on the Fair Market Value of a Share on the date such dividend is made (provided that no fractional Stock Units shall be granted). Each such additional Performance Share or Earned Performance Share shall be subject to the same terms and conditions applicable to the Performance Share or Earned Performance Share to which the Dividend Equivalent Right relates, including, without limitation, the restrictions on transfer, forfeiture, vesting, voting and payment provisions contained in Sections 6 through 9 of this Agreement. In the event that a Performance Share or Earned Performance Share is forfeited pursuant to Section 5 or 6 hereof, the related Dividend Equivalent Right shall also be forfeited.

5.1 Misconduct. If prior to the Issue Date the Grantee has (i) used for profit or disclosed to unauthorized persons, confidential information or trade secrets of the Company or any of its Subsidiaries, (ii) breached any contract with or violated any fiduciary obligation to the Company or any of its Subsidiaries, or (iii) engaged in unlawful trading in the securities of the Company or any of its Subsidiaries or of another company based on information gained as a result of that Grantee’s employment with, or status as a director to, the Company or any of its Subsidiaries (each of (i), (ii) and (iii), an “Act of Misconduct”), the Award shall automatically terminate and the Grantee shall not be entitled to receive any Earned Performance Shares under Section 4 hereof or otherwise under this Agreement.

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6.1 Restrictions on Transfer. The Earned Performance Shares issued under this Agreement may not be sold, transferred or otherwise disposed of and may not be pledged or otherwise hypothecated.

6.2 Vesting Generally. Except as provided in Sections 6.3, 6.4 and 7 hereof, one-fourth (1/4) of the number of Earned Performance Shares issued hereunder (rounded down to the nearest whole Share, if necessary) shall vest on each of the first four (4) anniversaries of the Issue Date.

(i) If the Grantee dies or becomes Disabled (where such Disability would qualify as a disability under Code section 409A), all Earned Performance Shares which have not become vested in accordance with Section 6.2 or 7 hereof shall vest, and the restrictions on such Earned Performance Shares shall lapse, as of the date of such termination.

(ii) If the Grantee’s employment terminates as a result of the Grantee’s Retirement or becoming Disabled (where such Disability would not qualify as a disability under Code section 409A), or if the Grantee is terminated without Cause in connection with the disposition of one or more restaurants or other assets of the Company or its Subsidiaries or the sale or disposition of a Subsidiary (a “Sale Termination”), all Earned Performance Shares which have not become vested in accordance with Section 6.2 or 7 hereof shall vest, and the restrictions on such Earned Performance Shares shall lapse, as of the date of such termination and, if the Grantee is a “specified employee,” shall be settled as set forth in Section 8.3. For purposes of this Award Agreement, Retirement shall mean termination of employment after attaining age 60 with at least 10 years of service (as defined in the Company’s qualified retirement plans) other than by reason of death, Disability or for Cause.

6.4 Forfeiture of Earned Performance Shares. Any and all Earned Performance Shares which have not become vested in accordance with Section 6.2, 6.3 or 7 hereof shall be forfeited and shall revert to the Company upon:

(i) the termination by the Grantee, the Company or its Subsidiaries of the Grantee’s employment for any reason other than those set forth in Section 6.3 hereof prior to such vesting; or

(ii) the commission by the Grantee of an Act of Misconduct prior to such vesting.

In the event of a Change in Control which also constitutes a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of its assets, in each case within the meaning of Section 409A of the Code, all Earned Performance Shares which have not become vested in accordance with Section 6 hereof shall vest immediately.

8.1 Except as otherwise provided in Section 8.2 or 8.3 hereof, upon the vesting of Earned Performance Shares pursuant to Section 6.2, 6.3 or 7 hereof, the Grantee shall be entitled to receive one (1) Share for each vested Earned Performance Share. Evidence of book entry Shares or, if requested by the Grantee prior to such vesting, a stock certificate with respect to such Earned Performance Shares, shall be delivered to the Grantee as soon as practicable following the date on which such Earned Performance Shares have vested, free of all restrictions hereunder.

8.2 With respect to Earned Performance Shares which have vested upon the Grantee’s death pursuant to Section 6.3 hereof, the Grantee’s estate shall be entitled to receive one (1) Share for each vested Earned Performance Share. Evidence of book entry Shares or, if requested by the executors or administrators of the

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Grantee’s estate, a stock certificate with respect to such Shares, shall be delivered to the executors or administrators of the Grantee’s estate as soon as practicable following the Company’s receipt of acceptable documentation evidencing such individual’s representation of the Grantee’s estate, free of all restrictions hereunder.

8.3 If the Grantee is a “specified employee” within the meaning of Section 409A of the Code as of the date of the Grantee’s termination of employment based on the Grantee’s Share ownership (at least 1% of the outstanding Shares) or compensation relative to other employees (in the top 50) and determined in accordance with policies and procedures adopted by the Company, the Grantee shall be entitled to receive one (1) Share for each Earned Performance Shares which has vested pursuant to Section 6.3(ii) due to the termination of the Grantee’s employment as a result of the Grantee’s Retirement, a Sale Termination, or the Grantee becoming Disabled (other than a Disability which constitutes a disability within the meaning of Code section 409A). Evidence of book entry Shares or, if requested by the Grantee prior to such vesting, a stock certificate with respect to such Earned Performance Shares, shall be delivered to the Grantee, free of all restrictions hereunder, as soon as administratively practicable after the first day of the calendar month following the date which is six (6) months after the date of the Grantee’s termination of employment.

Except as otherwise set forth herein, the Grantee (or his or her representative) shall have no rights of a stockholder with respect to any Earned Performance Shares until the Shares have been issued pursuant to Section 8 to the Grantee (or his or her representative).

The Performance Shares granted to the Grantee pursuant to the Award shall be subject to the Grantee’s execution and return of this Agreement to the Company or its designee (including by electronic means, if so provided) no later than             , 20         (the “Grantee Return Date”); provided that if the Grantee dies before the Grantee Return Date, this requirement shall be deemed to be satisfied if the executor or administrator of the Grantee’s estate executes and returns this Agreement to the Company or its designee no later than ninety (90) days following the Grantee’s death (the “Executor Return Date”). If this Agreement is not so executed and returned on or prior to the Grantee Return Date or the Executor Return Date, as applicable, the Performance Shares evidenced by this Agreement shall be forfeited, and neither the Grantee nor the Grantee’s heirs, executors, administrators and successors shall have any rights with respect thereto.

Nothing in this Agreement or the Plan shall interfere with or limit in any way the right of the Company or its Subsidiaries to terminate the Grantee’s employment, nor confer upon the Grantee any right to continuance of employment by the Company or any of its Subsidiaries.

To the extent permitted under Section 162(m) of the Code and the regulations thereunder without adversely affecting the treatment of the Award as Performance-Based Compensation, the Committee shall adjust the Performance Objective to reflect the impact of specified corporate transactions (such as a stock split or dividend), special charges, accounting or tax law changes and other extraordinary or nonrecurring events.

Prior to the delivery to the Grantee (or the Grantee’s estate, if applicable) of a stock certificate or evidence of book entry Shares with respect to vested Earned Performance Shares, the Grantee (or the Grantee’s estate) shall pay to the Company the federal, state and local income taxes and other amounts as may be required by law to be withheld by the Company (the “Withholding Taxes”) with respect to such Earned Performance Shares. By

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executing and returning this Agreement in the manner provided in Section 10 hereof, the Grantee (or the Grantee’s estate) shall be deemed to elect to have the Company withhold a portion of such Earned Performance Shares having an aggregate Fair Market Value equal to the Withholding Taxes in satisfaction of the Withholding Taxes, such election to continue in effect until the Grantee (or the Grantee’s estate) notifies the Company at least four days prior to the applicable vesting date that the Grantee (or the Grantee’s estate) shall satisfy such obligation in cash, in which event the Company shall not withhold a portion of such Earned Performance Shares as otherwise provided in this Section 13.

The Grantee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof.

This Agreement may be modified, amended, suspended or terminated, and any terms or conditions may be waived, but only by a written instrument executed by the parties hereto.

Should any provision of this Agreement be held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by such holding and shall continue in full force in accordance with their terms.

The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Ohio without giving effect to the conflicts of laws principles thereof.

This Agreement shall inure to the benefit of and be binding upon any successor to the Company. This Agreement shall inure to the benefit of the Grantee’s legal representatives. All obligations imposed upon the Grantee and all rights granted to the Company under this Agreement shall be binding upon the Grantee’s heirs, executors, administrators and successors.

Any dispute or disagreement which may arise under, or as a result of, or in any way relate to, the interpretation, construction or application of this Agreement shall be determined by the Committee. Any determination made hereunder shall be final, binding and conclusive on the Grantee, the Grantee’s heirs, executors, administrators and successors, and the Company and its Subsidiaries for all purposes.

This Agreement and the terms and conditions of the Plan constitute the entire understanding between the Grantee and the Company and its Subsidiaries, and supersede all other agreements, whether written or oral, with respect to the Award.

The headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

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This Agreement may be executed simultaneously in two or more counterparts, each of which shall constitute an original, but all of which taken together shall constitute one and the same agreement.

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APPENDIX A

[Spreadsheet setting forth Grantee’s performance objectives and calculations]

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