WEN 10-K Annual Report Dec. 30, 2018 | Alphaminr
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WEN 10-K Fiscal year ended Dec. 30, 2018

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WENDY'S CO
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIPart IVItem 15. Exhibits and Financial Statement Schedules

Exhibits

2.1 Agreement and Plan of Merger, dated as of April 23, 2008, by and among Triarc Companies, Inc., Green Merger Sub, Inc. and Wendys International, Inc., incorporated herein by reference to Exhibit 2.1 to Triarcs Current Report on Form 8-K dated April 29, 2008 (SEC file no. 001-02207). 2.2 Side Letter Agreement, dated August 14, 2008, by and among Triarc Companies, Inc., Green Merger Sub, Inc. and Wendys International, Inc., incorporated herein by reference to Exhibit 2.3 to Triarcs Registration Statement on Form S-4, Amendment No. 3, filed on August 15, 2008 (Reg. no. and SEC file no. 333-151336). 2.3 Purchase and Sale Agreement, dated as of June 13, 2011, by and among Wendys/Arbys Restaurants, LLC, ARG Holding Corporation and ARG IH Corporation, incorporated herein by reference to Exhibit 2.1 of the Wendys/Arbys Group, Inc. and Wendys/Arbys Restaurants, LLC Current Reports on Form 8-K filed on June 13, 2011 (SEC file nos. 001-02207 and 333-161613, respectively). 2.4 Closing letter dated as of July 1, 2011 by and among Wendys/Arbys Restaurants, LLC, ARG Holding Corporation, ARG IH Corporation, and Roark Capital Partners II, LP, incorporated by reference to Exhibit 2.2 of the Wendys/Arbys Group, Inc. and Wendys/Arbys Restaurants, LLC Current Reports on Form 8-K filed on July 8, 2011 (SEC file nos. 001-02207 and 333-161613, respectively). 3.1 Amended and Restated Certificate of Incorporation of The Wendys Company, as filed with the Secretary of State of the State of Delaware on May 26, 2016, incorporated herein by reference to Exhibit 3.1 of The Wendys Company Current Report on Form 8-K filed on May 27, 2016 (SEC file no. 001-02207). 3.2 By-Laws of The Wendys Company (as amended and restated through May 26, 2016), incorporated herein by reference to Exhibit 3.2 of The Wendys Company Form 10-Q for the quarter ended July 3, 2016 (SEC file no. 001-02207). 4.1 Base Indenture, dated as of June 1, 2015, by and between Wendys Funding, LLC, as Master Issuer, and Citibank, N.A., as Trustee and Securities Intermediary, incorporated herein by reference to Exhibit 4.1 of The Wendys Company Current Report on Form 8-K filed on June 2, 2015 (SEC file no. 001-02207). 4.2 Series 2015-1 Supplement to Base Indenture, dated as of June 1, 2015, by and between Wendys Funding, LLC, as Master Issuer of the Series 2015-1 fixed rate senior secured notes, Class A-2, and Series 2015-1 variable funding senior notes, Class A-1, and Citibank, N.A., as Trustee and Series 2015-1 Securities Intermediary, incorporated herein by reference to Exhibit 4.2 of The Wendys Company Current Report on Form 8-K filed on June 2, 2015 (SEC file no. 001-02207). 4.3 Series 2018-1 Supplement to Base Indenture, dated as of January 17, 2018, by and between Wendys Funding, LLC, as Master Issuer of the Series 2018-1 fixed rate senior secured notes, Class A-2, and Series 2018-1 variable funding senior notes, Class A-1, and Citibank, N.A., as Trustee and Series 2018-1 Securities Intermediary, incorporated herein by reference to Exhibit 4.1 of The Wendys Company Current Report on Form 8-K filed on January 17, 2018 (SEC file no. 001-02207). 4.4 First Supplement, dated as of February 10, 2017, to the Base Indenture, dated as of June 1, 2015, by and between Wendys Funding, LLC, as Master Issuer, and Citibank, N.A., as Trustee and Securities Intermediary, incorporated herein by reference to Exhibit 4.3 of The Wendys Company Form 10-K for the fiscal year ended January 1, 2017 (SEC file no. 001-02207). 4.5 Second Supplement to Base Indenture, dated as of January 17, 2018, by and between Wendys Funding, LLC, as Master Issuer, and Citibank, N.A., as Trustee and Securities Intermediary, incorporated herein by reference to Exhibit 4.2 of The Wendys Company Current Report on Form 8-K filed on January 17, 2018 (SEC file no. 001-02207). 4.6 Third Supplement to Base Indenture, dated as of February 4, 2019, by and between Wendys Funding, LLC, as Master Issuer, and Citibank, N.A., as Trustee and Securities Intermediary (SEC file no. 001-02207).* 10.1 Wendys/Arbys Group, Inc. Amended and Restated 2002 Equity Participation Plan, as amended, incorporated herein by reference to Exhibit 10.5 to Wendys/Arbys Groups Form 10-K for the fiscal year ended December 28, 2008 (SEC file no. 001-02207).** 10.2 Form of Non-Incentive Stock Option Agreement under the Wendys/Arbys Group, Inc. Amended and Restated 2002 Equity Participation Plan, as amended, incorporated herein by reference to Exhibit99.6 to Wendys/Arbys Groups Current Report on Form 8-K filed on December 22, 2008 (SEC file no. 001-02207).** 10.3 Form of Restricted Stock Agreement under the Wendys/Arbys Group, Inc. Amended and Restated 2002 Equity Participation Plan, as amended, incorporated herein by reference to Exhibit 10.7 to Wendys/Arbys Groups Form 10-K for the fiscal year ended December 28, 2008 (SEC file no. 001-02207).** 10.4 Form of Non-Employee Director Restricted Stock Award Agreement under the Wendys/Arbys Group, Inc. Amended and Restated 2002 Equity Participation Plan, incorporated herein by reference to Exhibit 10.7 to Wendys/Arbys Groups Form 10-Q for the quarter ended June 28, 2009 (SEC file no. 001-02207).** 10.5 Form of Non-Incentive Stock Option Agreement under the Wendys/Arbys Group, Inc. Amended and Restated 2002 Equity Participation Plan, as amended, incorporated herein by reference to Exhibit 10.1 to Wendys/Arbys Groups Form 10-Q for the quarter ended September 27, 2009 (SEC file no. 001-02207).** 10.6 Wendys/Arbys Group, Inc. 2010 Omnibus Award Plan, incorporated herein by reference to Annex A of the Wendys/Arbys Group, Inc. Definitive 2010 Proxy Statement (SEC file no. 001-02207).** 10.7 First Amendment to Wendys/Arbys Group, Inc. 2010 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.2 to The Wendys Company Current Report on Form 8-K filed on June 2, 2015 (SEC file no. 001-02207).** 10.8 Second Amendment to The Wendys Company 2010 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.3 to The Wendys Company Current Report on Form 8-K filed on June 2, 2015 (SEC file no. 001-02207).** 10.9 Form of Non-Incentive Stock Option Award Agreement for 2012 under the Wendys/Arbys Group, Inc. 2010 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.3 of The Wendys Company Form 10-Q for the quarter ended July 1, 2012 (SEC file no. 001-02207).** 10.10 Form of Nonqualified Stock Option Award Agreement under The Wendys Company 2010 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.1 of The Wendys Company Form 10-Q for the quarter ended October 1, 2017 (SEC file no. 001-02207).** 10.11 Form of Long Term Performance Unit Award Agreement for 2015 under the Wendys/Arbys Group, Inc. 2010 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.1 of The Wendys Company Form 10-Q for the quarter ended March 29, 2015 (SEC file no. 001-02207).** 10.12 Form of Long Term Performance Unit Award Agreement for 2016 under The Wendys Company 2010 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.1 of The Wendys Company Form 10-Q for the quarter ended April 3, 2016 (SEC file no. 001-02207).** 10.13 Form of Long Term Performance Unit Award Agreement for 2017 under The Wendys Company 2010 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.1 of The Wendys Company Form 10-Q for the quarter ended April 2, 2017 (SEC file no. 001-02207).** 10.14 Form of Long Term Performance Unit Award Agreement for 2018 under The Wendys Company 2010 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.1 of The Wendys Company Form 10-Q for the quarter ended April 1, 2018 (SEC file no. 001-02207).** 10.15 Form of Restricted Stock Unit Award Agreement for 2013 (ratable vesting) under the Wendys/Arbys Group, Inc. 2010 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.3 of The Wendys Company Form 10-Q for the quarter ended June 30, 2013 (SEC file no. 001-02207).** 10.16 Form of Restricted Stock Unit Award Agreement for 2013 (cliff vesting) under the Wendys/Arbys Group, Inc. 2010 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.4 of The Wendys Company Form 10-Q for the quarter ended June 30, 2013 (SEC file no. 001-02207).** 10.17 Form of Restricted Stock Unit Award Agreement for 2014 (version 1) under the Wendys/Arbys Group, Inc. 2010 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.21 of The Wendys Company Form 10-K for the fiscal year ended December 28, 2014 (SEC file no. 001-02207).** 10.18 Form of Restricted Stock Unit Award Agreement for 2014 (version 2) under the Wendys/Arbys Group, Inc. 2010 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.22 of The Wendys Company Form 10-K for the fiscal year ended December 28, 2014 (SEC file no. 001-02207).** 10.19 Form of Non-Employee Director Restricted Stock Award Agreement for 2013 under the Wendys/Arbys Group, Inc. 2010 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.5 of The Wendys Company Form 10-Q for the quarter ended June 30, 2013 (SEC file no. 001-02207).** 10.21 First Amendment to the Wendys International, Inc. 2007 Stock Incentive Plan, incorporated herein by reference to Exhibit 10(d) of the Wendys International, Inc. Form 10-Q for the quarter ended September 30, 2007 (SEC file no. 001-08116).** 10.22 Amendments to the Wendys International, Inc. 2007 Stock Incentive Plan, incorporated herein by reference to Exhibit 10.15 to Wendys/Arbys Groups Form 10-K for the fiscal year ended December 28, 2008 (SEC file no. 001-02207).** 10.23 Form of Stock Option Award Letter for U.S. Grantees under the Wendys International, Inc. 2007 Stock Incentive Plan, incorporated herein by reference to Exhibit 10.3 to Wendys/Arbys Groups Form 10-Q for the quarter ended September 27, 2009 (SEC file no. 001-02207).** 10.24 Form of Stock Unit Award Agreement under the Wendys International, Inc. 2007 Stock Incentive Plan, incorporated herein by reference to Exhibit 10.4 to Wendys/Arbys Groups Form 10-Q for the quarter ended September 27, 2009 (SEC file no. 001-02207).** 10.25 Form of letter amending non-qualified stock options granted under the Wendys International, Inc. 2007 Stock Incentive Plan on May 1, 2007 and May 1, 2008 to certain former directors of Wendys International, Inc. incorporated herein by reference to Exhibit 10.5 to Wendys/Arbys Groups Form 10-Q for the quarter ended September 27, 2009 (SEC file no. 001-02207).** 10.27 First Amendment to the Wendys International, Inc. Supplemental Executive Retirement Plan, incorporated herein by reference to Exhibit 10(f) of the Wendys International, Inc. Form 10-K for the fiscal year ended December31, 2006 (SEC file no. 001-08116).** 10.28 Amended and Restated Wendys International, Inc. Supplemental Executive Retirement Plan No. 2, incorporated herein by reference to Exhibit 10.24 to Wendys/Arbys Groups Form 10-K for the fiscal year ended January 3, 2010 (SEC file no. 001-02207).** 10.29 Amended and Restated Wendys International, Inc. Supplemental Executive Retirement Plan No. 3, incorporated herein by reference to Exhibit 10.25 to Wendys/Arbys Groups Form 10-K for the fiscal year ended January 3, 2010 (SEC file no. 001-02207).** 10.30 Wendys International, LLC Executive Severance Pay Policy, effective as of December 14, 2015, incorporated herein by reference to Exhibit 10.41 to The Wendys Company Form 10-K for the fiscal year ended January 3, 2016 (SEC file no. 001-02207).** 10.31 Wendys International, LLC Deferred Compensation Plan, effective as of January 1, 2017, incorporated herein by reference to Exhibit 10.34 to The Wendys Company Form 10-K for the fiscal year ended January 1, 2017 (SEC file no. 001-02207).** 10.32 Wendys/Arbys Group, Inc. 2009 Directors Deferred Compensation Plan, effective as of May 28, 2009, incorporated herein by reference to Exhibit 10.6 to Wendys/Arbys Groups Form 10-Q for the quarter ended June 28, 2009 (SEC file no. 001-02207).** 10.33 Amendment No. 1 to the Wendys/Arbys Group, Inc. 2009 Directors Deferred Compensation Plan, effective as of May 27, 2010, incorporated herein by reference to Exhibit 10.9 to Wendys/Arbys Groups Form 10-Q for the quarter ended July4, 2010 (SEC file no. 001-02207).** 10.34 Amendment No. 2 to the Wendys/Arbys Group, Inc. 2009 Directors Deferred Compensation Plan, incorporated herein by reference to Exhibit 10.6 of The Wendys Company Form 10-Q for the quarter ended June 30, 2013 (SEC file no. 001-02207).** 10.35 2015-1 Class A-2 Note Purchase Agreement, dated as of May 19, 2015, by and among The Wendys Company, the subsidiaries of The Wendys Company party thereto and Guggenheim Securities, LLC, acting on behalf of itself and as the representative of the initial purchasers, incorporated herein by reference to Exhibit 10.1 of The Wendys Company Current Report on Form 8-K filed on May 20, 2015 (SEC file no. 001-02207). 10.36 2018-1 Class A-2 Note Purchase Agreement, dated as of December 6, 2017, by and among The Wendys Company, the subsidiaries of The Wendys Company party thereto and Guggenheim Securities, LLC and Citigroup Global Markets Inc., each acting on behalf of itself and as the representatives of the initial purchasers, incorporated herein by reference by Exhibit 10.1 of The Wendys Company Current Report on Form 8-K filed on December 6, 2017 (SEC file no. 001-02207). 10.37 Class A-1 Note Purchase Agreement, dated as of June 1, 2015, by and among Wendys Funding, LLC, as Master Issuer, each of Quality Is Our Recipe, LLC, Wendys Properties, LLC, Wendys SPV Guarantor, LLC, as Guarantor, Wendys International, LLC, as Manager, the conduit investors party thereto, the financial institutions party thereto, certain funding agents, and Coperatieve Centrale Raiffeisen-Boerenleenbank, B.A., Rabobank Nederland, New York Branch, as L/C Provider, Swingline Lender and Administrative Agent, incorporated herein by reference to Exhibit 10.1 of The Wendys Company Current Report on Form 8-K filed on June 2, 2015 (SEC file no. 001-02207). 10.38 Class A-1 Note Purchase Agreement, dated as of January 17, 2018, by and between Wendys Funding, LLC, as Master Issuer, each of Quality Is Our Recipe, LLC, Wendys Properties, LLC, Wendys SPV Guarantor, LLC, as Guarantor, Wendys International, LLC, as Manager, the conduit investors party thereto, the financial institutions party thereto, certain funding agents, and Coperatieve Rabobank, U.A., New York Branch, as L/C Provider, Swingline Lender and Administrative Agent, incorporated herein by reference to Exhibit 10.1 of The Wendys Company Current Report on Form 8-K filed on January 17, 2018 (SEC file no. 001-02207). 10.39 Guarantee and Collateral Agreement, dated as of June 1, 2015, by and among Quality Is Our Recipe, LLC, Wendys Properties, LLC, Wendys SPV Guarantor, LLC, each as a Guarantor, in favor of Citibank, N.A., as Trustee, incorporated herein by reference to Exhibit 10.2 to The Wendys Company Current Report on Form 8-K filed on June 2, 2015 (SEC file no. 001-02207). 10.40 Management Agreement, dated as of June 1, 2015, by and among Wendys Funding, LLC, Quality Is Our Recipe, LLC, Wendys Properties, LLC, Wendys SPV Guarantor, LLC, Wendys International, LLC, as Manager, and Citibank, N.A., as Trustee, incorporated herein by reference to Exhibit 10.3 to The Wendys Company Current Report on Form 8-K filed on June 2, 2015 (SEC file no. 001-02207). 10.41 Management Agreement Amendment, dated as of January 17, 2018, by and among Wendys Funding, LLC, as Master Issuer, certain subsidiaries of Wendys Funding, LLC party thereto, Wendys International, LLC, as Manager, and Citibank, N.A., as Trustee, incorporated herein by reference to Exhibit 10.2 of The Wendys Company Current Report on Form 8-K filed on January 17, 2018 (SEC file no. 001-02207). 10.42 Stock Purchase Agreement, dated as of June 2, 2015, by and between The Wendys Company and the persons listed on Schedule I thereto, incorporated herein by reference to Exhibit 10.1 to The Wendys Company Current Report on Form 8-K filed on June 3, 2015 (SEC file no. 001-02207). 10.47 Letter Agreement dated as of December 28, 2007, between Triarc Companies, Inc. and Nelson Peltz., incorporated herein by reference to Exhibit 10.2 to Triarcs Current Report on Form 8-K filed on January 4, 2008 (SEC file no. 001-02207).** 10.49 Letter Agreement dated as of December 28, 2007, between Triarc Companies, Inc. and Peter W. May, incorporated herein by reference to Exhibit 10.3 to Triarcs Current Report on Form 8-K filed on January 4, 2008 (SEC file no. 001-02207).** 10.50 Agreement dated June 10, 2009 between Wendys/Arbys Group, Inc. and Trian Fund Management, L.P., incorporated herein by reference to Exhibit 10.1 to Wendys/Arbys Groups Current Report on Form 8-K filed on June 11, 2009 (SEC file no. 001-02207). 10.51 Liquidation Services Agreement dated June 10, 2009 between Wendys/Arbys Group, Inc. and Trian Fund Management, L.P., incorporated herein by reference to Exhibit 10.2 to Wendys/Arbys Groups Current Report on Form 8-K filed on June 11, 2009 (SEC file no. 001-02207). 10.52 Letter from Trian Fund Management, L.P. (Trian Partners) dated as of March 31, 2011 regarding the Agreement and the Liquidation Services Agreement each dated as of June 10, 2009 between Wendys/Arbys Group, Inc. and Trian Partners, incorporated herein by reference to Exhibit 10.2 of the Wendys/Arbys Group, Inc. Form 10-Q for the quarter ended April 3, 2011 (SEC file no. 001-02207). 10.53 Acknowledgment letter dated as of March 31, 2011 from Wendys/Arbys Group, Inc. to Trian Fund Management, L.P. (Trian Partners) regarding the Agreement and the Liquidation Services Agreement each dated as of June 10, 2009 between Wendys/Arbys Group, Inc. and Trian Partners, incorporated herein by reference to Exhibit 10.3 of the Wendys/Arbys Group, Inc. Form 10-Q for the quarter ended April 3, 2011 (SEC file no. 001-02207). 10.56 First Amendment to Agreement of Sublease between Wendys/Arbys Group, Inc. (f/k/a Triarc Companies, Inc.) and Trian Fund Management, L.P., incorporated herein by reference to Exhibit 10.10 to Wendys/Arbys Groups Form 10-Q for the quarter ended July4, 2010 (SEC file no. 001-02207). 10.57 Registration Rights Agreement dated as of April 23, 1993, between DWG Corporation and DWG Acquisition Group, L.P., incorporated herein by reference to Exhibit 10.36 to Wendys/Arbys Groups Annual Report on Form 10-K for the fiscal year ended December 28, 2008 (SEC file no. 001-02207). 10.59 Agreement dated November 5, 2008 by and between Wendys/Arbys Group, Inc. and Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P., Trian Partners Parallel Fund II, L.P., Trian Fund Management, L.P., Nelson Peltz, Peter W. May and Edward P. Garden, incorporated herein by reference to Exhibit 10.1 to Wendys/Arbys Groups Current Report on Form 8-K filed on November 12, 2008 (SEC file no. 001-02207). 10.60 Amendment No. 1 to Agreement, dated as of April 1, 2009, among Wendys/Arbys Group, Inc., Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P., Trian Partners Parallel Fund II, L.P., Trian Fund Management, L.P., Trian Fund Management GP, LLC, Nelson Peltz, Peter W. May and Edward P. Garden, incorporated herein by reference to Exhibit 10.2 to Wendys/Arbys Groups Current Report on Form 8-K filed on April 2, 2009 (SEC file no. 001-02207). 10.61 Agreement dated December 1, 2011 by and between The Wendys Company and Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P., Trian Partners GP, L.P., Trian Fund Management, L.P., the general partner of which is Trian Fund Management GP, LLC, 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, Trian Partners Strategic Investment Fund, L.P. and Trian Partners Strategic Investment Fund-A, L.P., incorporated herein by reference to Exhibit 10.1 to The Wendys Company Current Report on Form 8-K filed on December 2, 2011 (SEC file no. 001-02207). 10.62 Employment Agreement effective September 12, 2011 by and between The Wendys Company and Emil J. Brolick, incorporated herein by reference to Exhibit 10.1 of The Wendys Company Current Report on Form 8-K filed on September 2, 2011 (SEC file no. 001-02207).** 10.63 Amendment to Employment Agreement effective as of June 2, 2014 between The Wendys Company and Emil J. Brolick, incorporated herein by reference to Exhibit 10.1 of The Wendys Company Current Report on Form 8-K filed on June 3, 2014 (SEC file no. 001-02207).** 10.64 Special Executive Deferred Compensation Plan by and between The Wendys Company and Emil J. Brolick, incorporated herein by reference to Exhibit 10.2 of The Wendys Company Current Report on Form 8-K filed on September 2, 2011 (SEC file no. 001-02207).** 10.65 Letter Agreement dated as of April 23, 2012 by and between The Wendys Company and Scott Weisberg, incorporated herein by reference to Exhibit 10.5 of The Wendys Company Form 10-Q for the quarter ended July 1, 2012 (SEC file no. 001-02207).** 10.66 Employment Letter between The Wendys Company and Todd Penegor dated as of May 8, 2013, incorporated herein by reference to Exhibit 10.9 of The Wendys Company Form 10-Q for the quarter ended June 30, 2013 (SEC file no. 001-02207).** 10.67 Employment Letter between The Wendys Company and Robert Wright dated as of November 1, 2013, incorporated herein by reference to Exhibit 10.81 of The Wendys Company Annual Report on Form 10-K for the fiscal year ended December 29, 2013 (SEC file no. 001-02207).** 10.68 Employment Letter between The Wendys Company and Liliana Esposito dated as of May 8, 2014, incorporated herein by reference to Exhibit 10.1 of The Wendys Company Form 10-Q for the quarter ended June 29, 2014 (SEC file no. 001-02207).** 10.69 Employment Letter between The Wendys Company and Kurt Kane dated as of March 27, 2015, incorporated herein by reference to Exhibit 10.8 of The Wendys Company Form 10-Q for the quarter ended June 28, 2015 (SEC file no. 001-02207).** 10.70 Employment Letter between The Wendys Company and David Trimm dated as of May 21, 2015, incorporated herein by reference to Exhibit 10.1 of The Wendys Company Form 10-Q for the quarter ended July 3, 2016 (SEC file no. 001-02207).** 10.71 Employment Letter between The Wendys Company and Gunther Plosch dated as of April 7, 2016, incorporated herein by reference to Exhibit 10.2 of The Wendys Company Form 10-Q for the quarter ended April 3, 2016 (SEC file no. 001-02207).** 10.72 Employment Letter between The Wendys Company and E. J. Wunsch dated as of September 6, 2016, incorporated herein by reference to Exhibit 10.1 of The Wendys Company Form 10-Q for the quarter ended October 2, 2016 (SEC file no. 001-02207).** 10.73 Form of Indemnification Agreement, between Wendys/Arbys Group, Inc. and certain officers, directors, and employees thereof, incorporated herein by reference to Exhibit 10.47 to Wendys/Arbys Groups Annual Report on Form 10-K for the fiscal year ended December 28, 2008 (SEC file no. 001-02207).** 10.74 Form of Indemnification Agreement of The Wendys Company, incorporated herein by reference to Exhibit 10.5 of The Wendys Company and Wendys Restaurants, LLC Form 10-Q for the quarter ended October 2, 2011 (SEC file nos. 001-02207 and 333-161613, respectively).** 10.75 Form of Indemnification Agreement between Arbys Restaurant Group, Inc. and certain directors, officers and employees thereof, incorporated herein by reference to Exhibit 10.40 to Triarcs Annual Report on Form 10-K for the fiscal year ended December 30, 2007 (SEC file no. 001-02207).** 10.76 Form of Indemnification Agreement for officers and employees of Wendys International, Inc. and its subsidiaries, incorporated herein by reference to Exhibit 10 of the Wendys International, Inc. Current Report on Form 8-K filed on July 12, 2005 (SEC file no. 001-08116).** 10.77 Form of First Amendment to Indemnification Agreement between Wendys International, Inc. and its directors and certain officers and employees, incorporated herein by reference to Exhibit 10(b) of the Wendys International, Inc. Form 10-Q for the quarter ended June 29, 2008 (SEC file no. 001-08116).** 21.1 Subsidiaries of the Registrant.* 23.1 Consent of Deloitte & Touche LLP.* 31.1 Certification of the Chief Executive Officer of The Wendys Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 31.2 Certification of the Chief Financial Officer of The Wendys Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 32.1 Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*