Wendy's 2009 Annual Report Download - page 117
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Preferred Stock
There were 100,000 shares authorized and no shares issued of preferred stock throughout the 2009, 2008
and 2007 fiscal years.
Restricted Net Assets of Subsidiaries
Restricted net assets of consolidated subsidiaries were $2,006,387 representing approximately 86% of the
Company’s consolidated stockholder’s equity as of January 3, 2010, and consisted of net assets of the
Company’s restaurant business segment which were restricted as to transfer to Wendy’s/Arby’s in the form of
cash dividends, loans or advances under the covenants of the Credit Agreement.
(13) Share-Based Compensation
The Company maintains several equity plans (the “Equity Plans”), including those assumed in the
Wendy’s Merger discussed below, which collectively provide or provided for the grant of stock options,
restricted shares of Wendy’s/Arby’s Common Stock, tandem stock appreciation rights and restricted share units
to certain officers, other key employees, non-employee directors and consultants, although the Company has
not granted any tandem stock appreciation rights. The Equity Plans also provide for the grant of shares of
Wendy’s/Arby’s common stock to non-employee directors. As of January 3, 2010 there were approximately
20,630 shares of Common Stock available for future grants under the Equity Plans, including shares available
under the plans assumed in the Wendy’s Merger discussed below. The Company has also granted certain
Equity Interests to certain officers and key employees as described below.
Effective with the Wendy’s Merger, Wendy’s/Arby’s also assumed the existing Wendy’s equity plans (the
“Wendy’s Plans”) which collectively provided for the grant of stock options, restricted shares, stock
appreciation rights or restricted stock units for certain employees and non-employee directors to acquire
common shares of Wendy’s. Pursuant to the merger agreement, each outstanding Wendy’s option as of the
merger date was converted into 4.25 options for one share of Wendy’s/Arby’s Common Stock. We performed
valuations on the Wendy’s options both before and after the Conversion and determined that the value of the
options after the Conversion was $1,923 higher than the pre-merger value included in the consideration in the
Wendy’s Merger. As such, we recorded additional compensation expense in 2008 for this amount.
All discussions below related to option and restricted share activity for prior years include options or
restricted shares for Class B Common Stock which, if they were still outstanding as of the date of the Wendy’s
Merger, represent options exercisable into Common Stock or restricted Common Stock.
110
Wendy’s/Arby’s Group, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(In Thousands Except Per Share Amounts)