Common use of Underpayment and Overpayment Clause in Contracts

Underpayment and Overpayment. It is possible that no Gross-Up Payment will initially be made but that a Gross-Up Payment should have been made, or that a Gross-Up Payment will initially be made in an amount that is less than what should have been made (either of such events is referred to as an “Underpayment”). It is also possible that a Gross-Up Payment will initially be made in an amount that is greater than what should have been made (an “Overpayment”). The determination of any Underpayment or Overpayment shall be made by the Accounting Firm in accordance with Section 1.2. In the event of an Underpayment, the amount of any such Underpayment shall be paid to the Executive as an additional Gross-Up Payment. In the event of an Overpayment, the Executive shall promptly pay to the Company the amount of such Overpayment together with interest on such amount at the applicable Federal rate provided for in Section 1274(d) of the Code for the period commencing on the date of the Overpayment to the date of such payment by the Executive to the Company. The Executive shall make such payment to the Company as soon as administratively practicable after the Company notifies the Executive of (a) the Accounting Firm’s determination that an Overpayment was made and (b) the amount to be repaid.

Underpayment and Overpayment. It is possible that no Gross-Up Payment will initially be made but that a Gross-Up Payment should have been made, or that a Gross-Up Payment will initially be made in an amount that is less than what should have been made (either of such events is referred to as an “"Underpayment”"). It is also possible that a Gross-Up Payment will initially be made in an amount that is greater than what should have been made (an “"Overpayment”"). The determination of any Underpayment or Overpayment shall be made by the Accounting Firm in accordance with Section 1.2. In the event of an Underpayment, the amount of any such Underpayment shall be paid to the Executive as an additional Gross-Up Payment. In the event of an Overpayment, the Executive shall promptly pay to the Company the amount of such Overpayment together with interest on such amount at the applicable Federal rate provided for in Section 1274(d) of the Code for the period commencing on the date of the Overpayment to the date of such payment by the Executive to the Company. The Executive shall make such payment to the Company as soon as administratively practicable after the Company notifies the Executive of (a) the Accounting Firm’s 's determination that an Overpayment was made and (b) the amount to be repaid.

Underpayment and Overpayment. It is possible that no Gross-Up Payment will initially be made but that a Gross-Up Payment should have been made, or that a Gross-Up Payment will initially be made in an amount that is less than what should have been made (either of such events is referred to as an “Underpayment”). It is also possible that a Gross-Up Payment will initially be made in an amount that is greater than what should have been made (an “Overpayment”). The determination of any Underpayment or Overpayment shall be made by the Accounting Firm in accordance with Section 1.2. In the event of an Underpayment, the amount of any such Underpayment shall be paid to the Executive as an additional Gross-Up Payment. In the event of an Overpayment, the Executive shall promptly pay to the Company Corporation the amount of such Overpayment together with interest on such amount at the applicable Federal rate provided for in Section 1274(d) of the Code for the period commencing on the date of the Overpayment to the date of such payment by the Executive to the CompanyCorporation. The Executive shall make such payment to the Company Corporation as soon as administratively practicable after the Company Corporation notifies the Executive of (a) the Accounting Firm’s determination that an Overpayment was made and (b) the amount to be repaid.. EXHIBIT F FORM OF RELEASE

Underpayment and Overpayment. It is possible that no Gross-Up Payment will initially be made but that a Gross-Up Payment should have been made, or that a Gross-Gross- Up Payment will initially be made in an amount that is less than what should have been made (either of such events is referred to as an “"Underpayment”"). It is also possible that a Gross-Up Payment will initially be made in an amount that is greater than what should have been made (an “"Overpayment”"). The determination of any Underpayment or Overpayment shall will be made by the Accounting Firm in accordance with Section 1.26(b). In the event of an Underpayment, the amount of any such Underpayment shall will be paid to the Executive as an additional Gross-Up Payment. In the event of an Overpayment, the Executive shall will promptly pay to the Company the amount of such Overpayment together with interest on such amount at the applicable Federal rate provided for in Section 1274(d) of the Code for the period commencing on the date of the Overpayment to the date of such payment by the Executive to the Company. The Executive shall will make such payment to the Company as soon as administratively practicable after the Company notifies the Executive of (aof(a) the Accounting Firm’s 's determination that an Overpayment was made and (b) the amount to be repaid.

Underpayment and Overpayment. It is possible that no Gross-Up Payment will initially be made but that a Gross-Up Payment should have been made, or that a Gross-Up Payment will initially be made in an amount that is less than what should have been made (either of such events is referred to as an “Underpayment”). It is also possible that a Gross-Up Payment will initially be made in an amount that is greater than what should have been made, or that a reduction in Payments pursuant to Section 1(b) should have been made (or made in a greater amount, as applicable) that was not initially made (an “Overpayment”). The determination of any Underpayment or Overpayment shall be made by the Accounting Firm in accordance with Section 1.22. In the event of an Underpayment, the amount of any such Underpayment shall be paid to the Executive as an additional Gross-Up Payment. In the event of an Overpayment, the Executive shall promptly pay to the Company Corporation the amount of such Overpayment together with interest on such amount at the applicable Federal rate provided for in Section 1274(d) of the Code for the period commencing on the date of the Overpayment to the date of such payment by the Executive to the CompanyCorporation. The Executive shall make such payment to the Company Corporation as soon as administratively practicable after the Company Corporation notifies the Executive of (a) the Accounting Firm’s determination that an Overpayment was made and (b) the amount to be repaid.

Underpayment and Overpayment. It is possible that no Gross-Up Payment will initially be made but that a Gross-Up Payment should have been made, or that a Gross-Up Payment will initially be made in an amount that is less than what should have been made (either of such events is referred to as an “Underpayment”). It is also possible that a Gross-Up Payment will initially be made in an amount that is greater than what should have been made (an “Overpayment”). The determination of any Underpayment or Overpayment shall be made by the Accounting Firm in accordance with Section 1.22. In the event of an Underpayment, the amount of any such Underpayment shall be paid to the Executive as an additional Gross-Up Payment. In the event of an Overpayment, the Executive shall promptly pay to the Company Wendy’s the amount of such Overpayment together with interest on such amount at the applicable Federal rate provided for in Section 1274(d) of the Code for the period commencing on the date of the Overpayment to the date of such payment by the Executive to the CompanyWendy’s. The Executive shall make such payment to the Company Wendy’s as soon as administratively practicable after the Company Wendy’s notifies the Executive of (a) the Accounting Firm’s determination that an Overpayment was made and (b) the amount to be repaid. EXHIBIT B The Executive has certain personal investments as set forth below.

Underpayment and Overpayment. It is possible that no Gross-Up Payment will initially be made but that a Gross-Up Payment should have been made, or that a Gross-Up Payment will initially be made in an amount that is less than what should have been made (either of such events is referred to as an “Underpayment”). It is also possible that a Gross-Up Payment will initially be made in an amount that is greater than what should have been made (an “Overpayment”). The determination of any Underpayment or Overpayment shall be made by the Accounting Firm in accordance with Section 1.2. In the event of an Underpayment, the amount of any such Underpayment shall be paid to the Executive Xxxxxx as an additional Gross-Up Payment. In the event of an Overpayment, the Executive Xxxxxx shall promptly pay to the Company MSC the amount of such Overpayment together with interest on such amount at the applicable Federal rate provided for in Section 1274(d) of the Code for the period commencing on the date of the Overpayment to the date of such payment by the Executive Xxxxxx to the CompanyMSC. The Executive Xxxxxx shall make such payment to the Company MSC as soon as administratively practicable after the Company MSC notifies the Executive Xxxxxx of (a) the Accounting Firm’s determination that an Overpayment was made and (b) the amount to be repaid. EXHIBIT E FORM OF RELEASE EMPLOYMENT SEPARATION AND GENERAL RELEASE AGREEMENT This Employment Separation and General Release Agreement (this “Separation Agreement”), is entered into this day of , by and between Xxxxxxx X. Xxxxxx, an individual (“Xxxxxx”), and XXX.Xxxxxxxx Corporation, a Delaware corporation (“MSC”).

Underpayment and Overpayment. It is possible that no Gross-Up Payment will initially be made but that a Gross-Up Payment should have been made, or that a Gross-Up Payment will initially be made in an amount that is less than what should have been made (either of such events is referred to as an “Underpayment”). It is also possible that a Gross-Up Payment will initially be made in an amount that is greater than what should have been made (an “Overpayment”). The determination of any Underpayment or Overpayment shall be made by the Accounting Firm in accordance with Section 1.2. In the event of an Underpayment, the amount of any such Underpayment shall be paid to the Executive Xxxxxx as an additional Gross-Up Payment. In the event of an Overpayment, the Executive Xxxxxx shall promptly pay to the Company MSC the amount of such Overpayment together with interest on such amount at the applicable Federal rate provided for in Section 1274(d) of the Code for the period commencing on the date of the Overpayment to the date of such payment by the Executive Xxxxxx to the CompanyMSC. The Executive Xxxxxx shall make such payment to the Company MSC as soon as administratively practicable after the Company MSC notifies the Executive Xxxxxx of (a) the Accounting Firm’s determination that an Overpayment was made and (b) the amount to be repaid.. EXHIBIT E FORM OF RELEASE

Underpayment and Overpayment. It is possible that no Gross-Up Payment will initially be made but that a Gross-Up Payment should have been made, or that a Gross-Gross- Up Payment will initially be made in an amount that is less than what should have been made (either of such events is referred to as an “"Underpayment”"). It is also possible that a Gross-Up Payment will initially be made in an amount that is greater than what should have been made (an “"Overpayment”"). The determination of any Underpayment or Overpayment shall will be made by the Accounting Firm in accordance with Section 1.26(b). In the event of an Underpayment, the amount of any such Underpayment shall will be paid to the Executive as an additional Gross-Up Payment. In the event of an Overpayment, the Executive shall will promptly pay to the Company the amount of such Overpayment together with interest on such amount at the applicable Federal rate provided for in Section 1274(d) of the Code for the period commencing on the date of the Overpayment to the date of such payment by the Executive to the Company. The Executive shall will make such payment to the Company as soon as administratively practicable after the Company notifies the Executive of (aof(a) the Accounting Firm’s 's determination that an Overpayment was made and (b) the amount to be repaid.