Wendy's 2009 Annual Report Download - page 120

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Restricted Shares
The Company issues restricted share awards (“RSAs”) as well as restricted share units (“RSUs”). For the
purposes of our disclosures, the term “Restricted Shares” applies to both RSAs and RSUs collectively unless
otherwise noted.
A summary of changes in the Company’s nonvested Restricted Shares is as follows:
Shares
Weighted
Average
Fair Value Shares
Weighted
Average
Fair Value
Common Stock
Class B
Common Stock
Nonvested at December 31, 2006. . . . . . . . . . . . . . . . . . . . . 99 $15.59 486 $14.75
Granted during 2007................................ — — 159 15.84
Vested during 2007................................. (99) 15.59 (482) 14.75
Forfeited during 2007 ............................... — — (4) 14.75
Nonvested at December 30, 2007. . . . . . . . . . . . . . . . . . . . . — — 159 15.84
Granted during 2008................................ 48 6.77 218 6.76
Vested during 2008................................. — — (52) 15.84
Forfeited during 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (28) 10.33 (8) 15.84
Conversion of Class B Common Stock
to Common Stock................................. 317 9.60 (317) 9.60
Nonvested at December 28, 2008. . . . . . . . . . . . . . . . . . . . . 337 9.13 — $ —
Granted during 2009................................ 1,304 4.43
Vested during 2009................................. (148) 9.28
Forfeited during 2009 ............................... (12) 7.25
Nonvested at January 3, 2010 . . . . . . . . . . . . . . . . . . . . . . . . 1,481 $ 5.00
Equity Instruments of Subsidiaries
Deerfield had granted membership interests in future profits (the “Profit Interests”) to certain of its key
employees prior to 2007 for which no payments were required from the employees to acquire the Profit
Interests. The scheduled vesting of the Profit Interests varied by employee either vesting ratably in each of the
three years ended August 20, 2007, 2008 and 2009 or 100% on August 20, 2007 and the related
unrecognized compensation cost was to be recorded as compensation expense as earned over periods of three or
five years. The vesting of the portion of the Profit Interests scheduled to vest on February 15, 2008 was
accelerated and the remaining unamortized balance was recognized as compensation expense in 2007.
Prior to 2007, the Company granted to certain members of its then management equity interests (the
“Class B Units” and together with the Profits Interests, the “Equity Interests”) in Triarc Deerfield Holdings,
LLC (“TDH”) and Jurl which held or hold the Company’s respective interests in Deerfield and Jurlique as
applicable. The Class B Units consist of a capital interest portion reflecting the subscription price paid by each
employee, which aggregated $600, and a profits interest portion of up to 15% of the equity interest of those
subsidiaries in the respective net income of Deerfield and Jurlique and up to 15% of any investment gain
derived from the sale of any or all of their equity interests in Deerfield or Jurlique. The profits interest portion
of the Class B Units vested ratably on each of February 15, 2006, 2007 and 2008. Accordingly, the
unrecognized compensation cost was being recognized ratably as compensation expense over the three-year
vesting period. On June 29, 2007, the Performance Compensation Subcommittee of the Company’s Board of
Directors, in connection with our corporate restructuring, approved the vesting of the remaining portion of the
Profit Interests and the remaining unamortized balance was recognized as compensation expense in 2007. The
113
Wendy’s/Arby’s Group, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(In Thousands Except Per Share Amounts)