Transaction Related Costs

Following the sale of Arby’s and the related announcement that the Companies’ headquarters would be relocated to Ohio, our then President and Chief Executive Officer of the Company resigned effective as of September 12, 2011. The former President and Chief Executive Officer continues to serve as a director of the Company and, until December 30, 2011, remains an employee of the Company in the capacity of Special Advisor. As a result, and in accordance with the termination provisions of the related employment agreement, the Companies incurred termination costs of $12,568 (principally for required payments of $7,987 and vesting of previously issued stock awards of $4,581) in the third quarter of 2011, which are included in the table below.

The following table summarizes the Companies “Transaction related costs” associated with the sale of Arby’s and related corporate realignment:



	Three Months		Nine Months
	Ended		Ended
	October 2, 2011		October 2, 2011

Termination and severance (including stock compensation costs)	$	14,462	$	16,208
Employee retention (a)	5,305		7,855
Bonus	2,529		2,529
Relocation (b)	826		827
Other professional fees	368		2,034
Other	81		89
Total Wendy’s Restaurants	23,571		29,542
Employee retention	96		159
Other professional fees	4		845
Other	168		216
Total The Wendy’s Company	$	23,839	$	30,762

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(a)	The Companies expect to expense retention payments for current Wendy’s Restaurants employees of approximately $214 and $45 during the fourth quarter of 2011 and the first quarter of 2012, respectively.


(b)	Compensation costs of $1,500 incurred during the third quarter of 2011 due to the relocation of a corporate executive will be expensed over the three year period following this executive’s relocation in accordance with the terms of the agreement.