**Exhibit 10(j)**

**INDEMNIFICATION AGREEMENT**

This Indemnification Agreement (this ***“Agreement”***)is made as of the • day of •, 200•, by and between Tim Hortons Inc., a Delaware corporation (the ***“Tim Hortons”***), and •, an individual (***“Indemnitee”***). 

**RECITALS**

A. The bylaws (the***“Bylaws”***) of Tim Hortons provide for the indemnification of the officers and directors of Tim Hortons and/or its subsidiaries (“Subsidiaries”) and affiliates (Tim Hortons and its subsidiaries and affiliates beingcollectively referred to herein as the *“****Company****”)*to the greatest extent permitted by Delaware law, including the Delaware General Corporation Law, as amended (the ***“DGCL”***). 

B. The Bylaws and the DGCL permit contracts between Tim Hortons and the officers, directors or other employees of the Company with respect toindemnification of such officers, directors or other employees. 

C. Tim Hortons recognizes that capable and qualified individuals arebecoming increasingly reluctant to serve as officers or directors of or in certain other employee capacities at public corporations as a result of the recent and ongoing enactment of statutes and regulations pertaining to officers’,directors’ and other employees’ responsibilities and the increasing risk of lawsuits against officers, directors and other employees in the current corporate climate, unless such individuals are provided with more certain and secureprotection against exposure to unreasonable personal risk arising from their service and activities on behalf of a corporation. 

D. TimHortons is aware that individuals recruited to serve as officers or directors of or in certain other employee capacities at public corporations generally are more likely to agree to provide services to corporations that provide for separateindemnification agreements because, unlike indemnification provisions contained in the certificate of incorporation or the bylaws of a company or state statutory provisions, the indemnification provisions contained in a separate agreement generallymay not be amended or rescinded without the consent of the individual who is a party to the agreement. 

E. Tim Hortons recognizes that, infurtherance of its objectives and in order to enhance its investments in its Subsidiaries and affiliates, it is in the best interests of Tim Hortons and its shareholders to attract and retain capable and qualified individuals to serve as officers,directors and in certain other employment positions with Tim Hortons and with the Subsidiaries and affiliates of Tim Hortons and to enable such officers, directors and other employees to exercise their judgment in the best interests of the Companywithout being affected by the threat of exposure to unreasonable personal risk. 

F. To induce Indemnitee to serve and/or continue to serveas an officer of Tim Hortons, and, if applicable, as an officer, director or other employee of a Subsidiary 

or affiliate of Tim Hortons, Tim Hortons desires Indemnitee to be indemnified and advanced expenses as set forth herein. This Agreement shall be supplementalto any indemnity provided to the Indemnitee under applicable law or any rights of indemnity to which the Indemnitee is entitled under a separate agreement; provided that Indemnitee shall not be required to first proceed against any other entitybefore enforcing the Indemnitee’s rights under this Agreement. 

**AGREEMENT**

In consideration of Indemnitee’s service as an officer of Tim Hortons and/or as an officer, director or employee of a Subsidiary or affiliate of TimHortons after the date hereof, Tim Hortons and Indemnitee hereby agree as follows: 

**1. Certain Definitions.** Capitalized terms usedbut not otherwise defined in this Agreement shall have the meanings set forth below:****

***“Corporate Status”***means the fact that a person is or was (i) an officer of Tim Hortons, (ii) an officer, director or employee of a Subsidiary or affiliate of Tim Hortons, (iii) serving at the request of the Company on the board of directors or othergoverning body of a Subsidiary or affiliate of Tim Hortons or as an officer, employee, partner or in a similar function with a Subsidiary or affiliate of Tim Hortons, or (iv) serving at the request of Tim Hortons as an officer, employee ordirector of an association or non-profit organization affiliated with Tim Hortons. A Proceeding shall be deemed to have been brought by reason of a person’s “Corporate Status” if it is brought because of the status described in thepreceding sentence or because of any action or inaction on the part of such person in connection with such status. 

***“Disinterested Director”*** means a director of Tim Hortons who is not and was not a party to or threatened with a Proceeding in respect of which indemnification is sought by Indemnitee. 

***“Expenses”*** shall include all reasonable attorneys’ fees, disbursements and retainers, court costs, transcript costs, fees ofexperts, witness fees, travel and deposition costs, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of the types customarily incurred in connection with(a) prosecuting, defending, preparing to prosecute or defend, investigating, settling or appealing a Proceeding (including the cost of any appeal bond or its equivalent), (b) for purposes of Section 2.1 only, being prepared tobe a witness or otherwise participating in a Proceeding or (c) enforcing a right under this Agreement (including any right to indemnification or advancement of expenses under this Agreement). 

***“Independent Counsel”*** means an attorney, or a firm having associated with it an attorney, who neither currently is nor in the pastfive years has been retained by or performed services for the Company or any person to be indemnified by the Company. 

 

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***“Proceeding”*** includes any threatened, pending or completed action, suit,arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether civil, criminal, administrative or investigative, in which Indemnitee was, is orwould be involved as a party or otherwise (including as a witness) by reason of the Indemnitee’s Corporate Status, including one pending on or before the date of this Agreement; but excluding one initiated by an Indemnitee pursuant toSection 7 of this Agreement to enforce Indemnitee’s rights under this Agreement. For purposes of this definition, the term “threatened” shall be deemed to include, but not be limited to, Indemnitee’s good faith beliefthat a claim or other assertion may lead to initiation of a Proceeding. 

***“Reviewing Party”*** means the person, personsor entity selected to make the determination of the entitlement to indemnification pursuant to Section 5.3 hereof. 

**2.Indemnification.**

**2.1 Proceedings not by or in Right of the Company.** Tim Hortons hereby agrees to hold harmless and indemnifyIndemnitee to the greatest extent permitted by Delaware law, including the provisions of the DGCL, and by the Bylaws, as such may be amended from time to time, if Indemnitee was or is a party, witness, or other participant, or is threatened to bemade a party, witness, or other participant, to any Proceeding, other than a Proceeding by or in the right of the Company, by reason of Indemnitee’s Corporate Status, against all Expenses, judgments, fines and amounts paid in settlementactually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of theCompany and, with respect to any criminal Proceeding, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any Proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or itsequivalent, shall not, of itself, create a presumption that Indemnitee did not satisfy the foregoing standard of conduct to the extent applicable thereto. 

**2.2 Proceedings by or in Right of the Company.** Tim Hortons hereby agrees to hold harmless and indemnify Indemnitee to the greatest extent permitted by Delaware law, including the provisions of the DGCL, and bythe Bylaws, as such may be amended from time to time, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company, by reason of Indemnitee’s Corporate Status, against all Expensesactually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with the defense or settlement of such Proceeding, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposedto the best interests of the Company; provided, however, that, if applicable law so provides, no indemnification against such Expenses shall be paid in respect of any claim, issue or matter in such Proceeding as to which Indemniteeshall have been adjudged to be liable to the Company unless, and only to the extent that, the Court of Chancery of the State of Delaware (the “Court”) determines, upon application, that, despite the adjudication of liability but in view ofall of the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as such Court shall deem proper. 

 

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**2.3 Indemnification for Expenses of an Indemnitee Who is Wholly or Partly Successful.** To theextent that Indemnitee has been successful on the merits or otherwise in defense of any Proceeding referred to in Section 2.1 or 2.2 of this Agreement, or in defense of any claim, issue or matter in such Proceeding, Indemniteeshall be indemnified against Expenses actually and reasonably incurred by the Indemnitee or on Indemnitee’s behalf in connection with such Proceeding. 

**3. Advancement of Expenses.**

**3.1 Advancement Obligation.** Tim Hortons shall advance allExpenses incurred by or on behalf of Indemnitee in connection with any Proceeding prior to the final disposition of such Proceeding upon receipt of an undertaking by or on behalf of Indemnitee to repay such amount if it shall ultimately bedetermined that Indemnitee is not entitled to be indemnified by Tim Hortons. Any advances and undertakings to repay pursuant to this Section 3.1 shall not be secured, shall not bear interest and shall provide that, if Indemnitee hascommenced or thereafter commences legal proceedings in the Court to secure a determination that Indemnitee should be indemnified under applicable law with respect to such Proceeding, Indemnitee shall not be required to reimburse Tim Hortons for anyadvancement of Expenses in respect of such Proceeding until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). 

**3.2 Timing and Contents.**Any advancement of Expenses pursuant to Section 3.1 hereof shall be made within ten days after the receipt byTim Hortons of a written statement from Indemnitee requesting such advancement from time to time and accompanied by or preceded by the undertaking referred to in Section 3.1 above. Each statement requesting advancement shall reasonablyevidence the Expenses incurred by or on behalf of the Indemnitee in connection with such Proceeding for which advancement is being sought. 

**4. Contribution in the Event of Joint Liability.**Whether or not the indemnification provided in this Agreement is available, in respect of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joinedin such Proceeding), Tim Hortons shall contribute to the amount of Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative benefits received by theCompany, on the one hand, and Indemnitee, on the other hand, from the transaction from which such Proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary toconform to law, be further adjusted by reference to the relative fault of the Company, on the one hand, and Indemnitee, on the other hand, in connection with the events that resulted in such Expenses, judgments, fines or settlement amounts, as wellas any other equitable considerations that applicable law may require to be considered. The relative fault of the Company, on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, 

 

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the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary,and the degree to which their conduct is active or passive. 

**5. Procedures and Presumptions for Determination of Entitlement toIndemnification.**

**5.1 Timing of Payments.** All payments of Expenses, judgments, fines, amounts paid in settlement and otheramounts by Tim Hortons to Indemnitee pursuant to this Agreement shall be made as soon as practicable after written demand therefor by Indemnitee is presented to Tim Hortons, but in no event later than (a) 30 days after such demand is presentedor (b) such later date as may be permitted for the determination of entitlement to indemnification pursuant to Section 5.7 hereof, if applicable; provided, however, that advances of Expenses shall be made within thetime period provided in Section 3.2 hereof. 

**5.2 Request for Indemnification.** Whenever Indemnitee believes that he orshe is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit to Tim Hortons a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonablynecessary to determine whether and to what extent Indemnitee is entitled to indemnification. Indemnitee shall submit such claim for Indemnification within a reasonable time, not to exceed five years, after any judgment, order, settlement, dismissal,arbitration award, conviction, acceptance of a plea of nolo contendere (or its equivalent) or other full or partial final determination or disposition of the Proceeding (with the latest date of the occurrence of any such event to be considered thecommencement of the five-year period). The Secretary of Tim Hortons shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors of Tim Hortons (the ***“Board”***) in writing that Indemnitee hasrequested indemnification. 

**5.3 Reviewing Party.** Upon written request by Indemnitee for indemnification pursuant to the firstsentence of Section 5.2 hereof, to the extent that the Indemnitee’s entitlement to such indemnification is governed by Section 2.1 or 2.2 of this Agreement, a determination with respect to Indemnitee’sentitlement thereto shall be made in the specific case by one of the following methods: (a) so long as there are Disinterested Directors with respect to such Proceeding, a majority vote of the Disinterested Directors, even though less than aquorum of the Board, (b) so long as there are Disinterested Directors with respect to such Proceeding, a committee of such Disinterested Directors designated by a majority vote of such Disinterested Directors, even though less than a quorum, or(c) if there are no Disinterested Directors or if a majority of Disinterested Directors so direct, Independent Counsel (designated for such purpose by the Board) in a written opinion delivered to the Board, a copy of which shall also bedelivered to Indemnitee. The person, persons or entity chosen to make a determination under this Agreement of the Indemnitee’s entitlement to indemnification shall act reasonably and in good faith in making such determination. 

 

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**5.4 Selection of Independent Counsel.** If the determination of entitlement to indemnification is tobe made by Independent Counsel pursuant to Section 5.3 hereof, the Independent Counsel shall be selected as provided in this Section 5.4. The Independent Counsel shall be selected by the Board, and Tim Hortons shall promptlygive written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. Indemnitee may, within ten days after such written notice of selection shall have been given, deliver to Tim Hortons a written objection tosuch selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in this Agreement, and theobjection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made and substantiated, the IndependentCounsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or the Court has ruled against such objection. If, within 30 days after submission by Indemnitee of a written request for indemnification pursuant toSection 5.2 hereof, no Independent Counsel shall have been selected or an Independent Counsel shall have been selected but an objection thereto shall have been properly made and remained unresolved, either Tim Hortons or Indemnitee maypetition the Court for resolution of any objection that shall have been made by the Indemnitee to the selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as theCourt shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 5.3 hereof. Tim Hortons shall pay any and all reasonable fees andexpenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 5.3 hereof. 

**5.5 Burden of Proof.** In making a determination with respect to entitlement to indemnification hereunder, the Reviewing Party shall presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking toovercome this presumption shall have the burden of proof and the burden of persuasion, by clear and convincing evidence. In making a determination with respect to entitlement to indemnification hereunder which under this Agreement or applicable lawrequires a determination of Indemnitee’s good faith, and/or whether Indemnitee acted in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal Proceeding, ifIndemnitee had no reasonable cause to believe that Indemnitee’s conduct was unlawful, the Reviewing Party shall presume that Indemnitee has at all times acted in good faith and in a manner he or she reasonably believed to be in or not opposedto the best interests of the Company and, with respect to any criminal Proceeding, that Indemnitee had no reasonable cause to believe that Indemnitee’s conduct was unlawful. Anyone seeking to overcome this presumption shall have the burden ofproof and the burden of persuasion, by clear and convincing evidence. Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action or inaction is based solely on Indemnitee’s reliance upon the records of the Company andupon such information, opinions, reports or statements, including financial statements and other financial data, that were prepared or presented by one or more officers or employees of the Company or committees of the Board or by any other 

 

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person as to matters that Indemnitee reasonably believed were within such person’s professional or expert competence and who was selected by or onbehalf of the Company; provided, however, this sentence shall not be deemed to limit in any way the other circumstances in which Indemnitee may be deemed to have met such standard of conduct. In addition, the knowledge and/or actions, or failure toact, of any other director, officer, agent or employee of the Company shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. 

**5.6 No Presumption in Absence of Determination or as Result of Adverse Determination.** Neither the failure of any Reviewing Party to have made adetermination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by any Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief,prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination under this Agreement or applicable law that Indemnitee should be indemnified under this Agreement, shall be a defense to Indemnitee’s claim orcreate a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief. 

**5.7 Timingof Determination.** If the Reviewing Party shall not have made a determination within 30 days after receipt by Tim Hortons of the request therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made andIndemnitee shall be entitled to such indemnification, absent (a) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with therequest for indemnification, or (b) a prohibition of such indemnification under applicable law; provided, however, that such 30-day period may be extended for a reasonable time, not to exceed an additional 45 days, if theReviewing Party in good faith requires such additional time for obtaining or evaluating documentation and/or information relating thereto. 

**5.8 Cooperation.** Indemnitee shall cooperate with the Reviewing Party with respect to Indemnitee’s entitlement to indemnification, including providing to such Reviewing Party upon reasonable advance request any documentation orinformation that is not privileged or otherwise protected from disclosure and that is reasonably available to Indemnitee and reasonably necessary to such determination. The Reviewing Party shall act reasonably and in good faith in making adetermination under this Agreement of Indemnitee’s entitlement to indemnification. 

**6. Liability Insurance.**If Indemnitee is anofficer of Tim Hortons or an officer, director or key employee of a Subsidiary or affiliate of Tim Hortons, Tim Hortons shall, from time to time, make the good faith determination whether or not it is practicable for it to obtain and maintain apolicy or policies of directors’ and officers’ liability insurance with one or more reputable insurance companies. Among other considerations, Tim Hortons will weigh the costs of obtaining such insurance coverage against the protectionafforded by such coverage. In all policies of directors’ and officers’ liability insurance obtained by Tim Hortons, if Indemnitee is an officer, director 

 

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or key employee, Indemnitee shall be named as an insured party in such manner as to provide Indemnitee with the same rights and benefits as are afforded tosimilarly situated officers of Tim Hortons and officers, directors and key employees of Tim Hortons’ Subsidiaries and affiliates. Notwithstanding the foregoing, Tim Hortons shall have no obligation to obtain or maintain such insurance if itdetermines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionately high compared to the amount of coverage provided, or if the coverage provided by such insurance is limited byexclusions so as to provide an insufficient benefit. If applicable, Tim Hortons shall promptly notify Indemnitee of any such determination not to provide insurance coverage. In the event that Tim Hortons does maintain such insurance for the benefitof Indemnitee, the right to indemnification and advancement of Expenses as provided herein shall apply only to the extent that Indemnitee has not been indemnified and actually reimbursed pursuant to such insurance. 

**7. Remedies of Indemnitee Relating to Indemnification and Advancement of Expenses.**

**7.1 Enforcement of Rights.**In the event that (a) a determination is made pursuant to Section 5 of this Agreement that Indemniteeis not entitled to indemnification under this Agreement, (b) advancement of Expenses is not timely made pursuant to Section 3.2 of this Agreement, (c) no determination of entitlement to indemnification shall have been madewithin the time period specified in Section 5.7 of this Agreement, or (d) payment of indemnified amounts is not made within the applicable time periods specified in Section 5.1 of this Agreement, Indemnitee shallthereafter be entitled under this Agreement to commence a proceeding in the Court, seeking an adjudication of Indemnitee’s entitlement to such indemnification, payment of indemnified amounts, or advancement of Expenses. Indemnitee shallcommence such proceeding seeking an adjudication within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 7.1. Tim Hortons shall not oppose Indemnitee’s right toseek any such adjudication. 

**7.2 Standard of Review.**In the event that a determination shall have been made pursuant toSection 5 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 7 shall be conducted in all respects as a de novo review on the merits andIndemnitee shall not be prejudiced by reason of that adverse determination under Section 5. 

**7.3 Effect on Tim Hortons.**If a determination shall have been made pursuant to Section 5 of this Agreement that Indemnitee is entitled to indemnification, Tim Hortons shall be bound by such determination in any judicial proceeding commenced pursuant to thisSection 7, absent (a) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not misleading, in connection with the request for indemnification or (b) aprohibition of such indemnification under applicable law. 

**7.4 Binding Agreement.**Both Tim Hortons and the Indemnitee shall beprecluded from asserting in any judicial proceeding commenced pursuant to this 

 

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Section 7 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in the Court that TimHortons and the Indemnitee are bound by all the provisions of this Agreement. 

**7.5 Indemnitee’s Success on Merits or Otherwise.**In the event that Indemnitee commences a proceeding pursuant to this Section 7 to enforce a right of Indemnitee under this Agreement, then, to the extent that Indemnitee is successful on the merits or otherwise in such proceeding, orin connection with any claim, issue or matter therein, Indemnitee shall be indemnified by Tim Hortons against Expenses actually and reasonably incurred by the Indemnitee in connection with such proceeding. 

**8. Exceptions to Right of Indemnification.** Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled toindemnification under this Agreement: 

**8.1 Claims by Indemnitee.**With respect to any claim (whether an original claim, counterclaim,cross-claim or third-party claim) brought or made by Indemnitee in a Proceeding, unless the bringing or making of such claim shall have been approved or ratified by the Board; provided, however, that the foregoing shall not apply toany claims brought or made by Indemnitee to enforce Indemnitee’s rights hereunder. 

**8.2 Bad Faith or Frivolous Defenses.**ForExpenses incurred by Indemnitee with respect to any action instituted by or in the name of Tim Hortons against the Indemnitee to enforce or interpret this Agreement, if and to the extent that the Court declares or otherwise determines in a final,unappealable judgment that each of the material defenses asserted by Indemnitee was made in bad faith or was frivolous. 

**8.3 Purchase andSale of Securities.**For Expenses and other liabilities arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, or any similar state or successor statute.

**8.4 Unlawful Payments.**For Expenses and other liabilities if and to the extent that the Court declares or otherwise determines in afinal, unappealable judgment that Tim Hortons is prohibited by applicable law from making such indemnification payment or that such indemnification payment is otherwise unlawful. 

**9. Notification and Defense of Claim.**

**9.1 Notification.** Indemnitee agrees promptly to notify Tim Hortons in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter that maybe subject to indemnification covered hereunder. The failure to so notify Tim Hortons shall not relieve Tim Hortons of any obligation that it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such failure ordelay materially prejudices Tim Hortons. 

 

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**9.2 Defense of Claim.** With respect to any Proceeding (other than a Proceeding brought by or in theright of Tim Hortons) as to which Indemnitee notifies Tim Hortons of the commencement thereof: 

(a) Tim Hortons may participate therein atits own expense; 

(b) Tim Hortons, jointly with any other indemnifying party similarly notified, may assume the defense thereof, withcounsel reasonably satisfactory to Indemnitee. After notice from Tim Hortons to Indemnitee of its election to assume the defense thereof, Tim Hortons shall not be liable to Indemnitee under this Agreement for any Expenses subsequently incurred byIndemnitee in connection with the defense thereof unless (i) the employment of counsel by Indemnitee or the incurrence of any other Expense has been authorized by Tim Hortons, (ii) Indemnitee shall have reasonably concluded that there maybe a conflict of interest between Tim Hortons (or any other person or persons included in the joint defense) and Indemnitee in the conduct of the defense of such Proceeding, or (iii) Tim Hortons shall not, in fact, have employed counsel toassume the defense of such Proceeding; 

(c) Tim Hortons shall not be liable to Indemnitee under this Agreement for any amounts paid insettlement in any Proceeding effected without Tim Hortons’ written consent; 

(d) Tim Hortons shall not settle any Proceeding in anymanner that would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent; and 

(e) Neither Tim Hortonsnor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided, however, that Indemnitee may withhold consent to any settlement that does not provide a complete release of Indemnitee. 

**10. Duration of Agreement.**All agreements, rights and obligations of Tim Hortons and Indemnitee contained herein shall continue during the periodIndemnitee is an officer of Tim Hortons or an officer, director or other employee of a Subsidiary or affiliate of Tim Hortons and shall continue thereafter so long as Indemnitee shall be subject under applicable law to the assertion of anyProceeding (or any proceeding commenced under Section 7 hereof) by reason of Indemnitee’s Corporate Status, whether or not Indemnitee is acting or serving in any such capacity at the time any liability or expense is incurred forwhich indemnification can be provided under this Agreement. 

**11. Miscellaneous.**

**11.1 No Employment Agreement.** Nothing contained in this Agreement shall be construed as giving Indemnitee any right to be retained in theemployment of Tim Hortons or any of its Subsidiaries or affiliated entities. 

 

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**11.2 Entire Agreement.** This Agreement constitutes the entire agreement and understanding of TimHortons and Indemnitee in respect of its subject matter and supersedes all prior understandings, agreements and representations by or among Tim Hortons and Indemnitee, written or oral, to the extent they relate in any way to the subject matterhereof. 

**11.3 Successors.** All of the terms, agreements, covenants, representations, warranties and conditions of this Agreement arebinding upon, and inure to the benefit of and are enforceable by, Tim Hortons and Indemnitee and their respective heirs, executors, administrators, personal representatives, successors and permitted assigns. 

**11.4 Assignment.** Neither Tim Hortons nor Indemnitee may assign either this Agreement or any of its rights, interests or obligations hereunderwithout the prior written approval of the other; provided, however, that Tim Hortons may assign all (but not less than all) of its rights and interests hereunder to any direct or indirect successor to all or substantially all of thebusiness or assets of Tim Hortons by purchase, merger, consolidation or otherwise. 

**11.5 Merger or Consolidation.**In the event thatTim Hortons shall be a constituent corporation in a consolidation, merger or other reorganization, Tim Hortons, if it shall not be the surviving, resulting or acquiring entity therein, shall require as a condition thereto that the surviving,resulting or acquiring entity agree to assume all of the obligations of Tim Hortons hereunder and to indemnify Indemnitee to the full extent provided herein. Whether or not Tim Hortons is the resulting, surviving or acquiring entity in any suchtransaction, Indemnitee shall also stand in the same position under this Agreement with respect to the resulting, surviving or acquiring entity as the Indemnitee would have with respect to Tim Hortons if its separate existence had continued.

**11.6 Notices.** All notices, requests, demands, claims and other communications hereunder shall be in writing. Any notice, request,demand, claim or other communication hereunder shall be deemed duly given if (and then three business days after) it is sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient as setforth below: 

If to Tim Hortons: 

Tim Hortons Inc. 

874 Sinclair Road 

Oakville, Ontario L6K 2Y1 

Attn: General Counsel 

Fax: (905) 845-1458 

If to Indemnitee: 

Name:                                                            

Address:                                                        

Tel:                                                              

Fax:                                                              

Email:                                                          

 

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Either party may send any notice, request, demand, claim or other communication hereunder to the intendedrecipient at the address, facsimile number or electronic mail address set forth above using any other means (including personal delivery, expedited courier, messenger service, telecopy, telex, ordinary mail or electronic mail), but no such notice,request, demand, claim or other communication will be deemed to have been duly given unless and until it actually is received by the intended recipient. Either party may change the address, facsimile number or electronic mail address to whichnotices, requests, demands, claims and other communications hereunder are to be delivered by giving the other parties notice in the manner herein set forth. 

**11.7 Specific Performance.** Each of Tim Hortons and Indemnitee acknowledges and agrees that the other would be damaged irreparably if any provision of this Agreement is not performed in accordance with itsspecific terms or is otherwise breached. Accordingly, each party agrees that the other party shall be entitled to an injunction or injunctions to prevent beaches of the provisions of this Agreement and to enforce specifically this Agreement and itsterms and provisions in any action instituted in the Court, in addition to any other remedy to which such party may be entitled at law or in equity. 

**11.8 Counterparts.** This Agreement may be executed in two counterparts, each of which shall be deemed an original but both of which together shall constitute one and the same instrument. 

**11.9 Governing Law; Jurisdiction.** This Agreement and the performance of the parties’ obligations hereunder shall be governed by and construedin accordance with the laws of the State of Delaware, without giving effect to any choice of law principles. 

In the event of any dispute,claim, action, or controversy arising out of the terms or conditions of this Agreement, including but not limited to a determination regarding advances or the payment of amounts in indemnification in accordance with the terms hereof, each partyhereto agrees that such dispute, claim, action or controversy shall be brought and heard exclusively in the Court, and all applicable appellate courts thereof, and each party hereby waives any objection to jurisdiction, venue, or forum nonconveniens that such party may have otherwise had if this provision were not included herein. 

**11.10 Amendments and Waivers.** Noamendment, modification, replacement, termination or cancellation of any provision of this Agreement will be valid, unless the same is in writing and signed by the parties. No waiver by either party of any default, misrepresentation or breach ofwarranty or covenant hereunder, whether intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising because of any prior orsubsequent such occurrence. 

 

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**11.11 Nonexclusivity of Rights; Survival of Rights; Severability.**

(a) The rights provided by this Agreement (including rights to indemnification, advancement of expenses and contribution) (i) shall not be exclusiveof, and shall be in addition to, any other rights to indemnification, advancement of expenses or contribution to which Indemnitee may at any time be entitled under the Certificate, the Bylaws, applicable law (including the DGCL), any insurancepolicy, agreement, vote of shareholders or Disinterested Directors or otherwise, as to any actions or failures to act by Indemnitee, (ii) shall continue pursuant to Section 10 after the Indemnitee has ceased to be an officer of TimHortons or an officer, director or other employee, as applicable, of any Subsidiary or affiliate of Tim Hortons and (iii) shall inure to the benefit of the Indemnitee’s heirs, executors, administrators and personal representatives. In theevent of any changes, after the date of this Agreement, in any applicable law which expands the right of Tim Hortons to indemnify an officer, director or other employee, as applicable, of Tim Hortons or any Subsidiary or affiliate thereof suchchanges shall be deemed to be within the purview of Indemnitee’s rights and Tim Hortons’ obligations under this Agreement. In the event of any change in any applicable law which narrows the right of Tim Hortons to indemnify an officer,director or other employee, as applicable, of Tim Hortons or any Subsidiary or affiliate thereof, such changes, to the extent not otherwise required by applicable law to be applied to this Agreement, shall have no effect on this Agreement or theparties’ rights and obligations hereunder. 

(b) The provisions of this Agreement shall be deemed severable and the invalidity orunenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof; provided, however, that if any provision of this Agreement, as applied to any party or to any circumstance, is adjudgedby the Court not to be enforceable in accordance with its terms, the parties agree that the Court shall have the power to modify the provision in a manner consistent with its objectives (and only to the extent necessary) such that it is enforceable,and/or to delete specific words or phrases, and in its reduced form, such provision shall then be enforceable and shall be enforced. 

**11.12 Subrogation; No Duplicative Payments.**

(a) In the event of payment under this Agreement, Tim Hortons shall besubrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessaryto enable Tim Hortons effectively to bring suit to enforce such rights. 

(b) Tim Hortons shall not be liable to make any payment underthis Agreement to Indemnitee if and to the extent that Indemnitee has actually received payment under any insurance policy, contract, the Bylaws or otherwise of the amounts otherwise payable hereunder. 

 

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**11.13 Expenses.** Except as otherwise expressly provided in this Agreement, each party shall bearits own costs and expenses incurred in connection with the preparation, execution and performance of this Agreement, including all fees and expenses of agents, representatives, financial advisors, legal counsel and accountants. 

**11.14 Construction.** If any provision of this Agreement should be deemed to exceed the authority granted to the Company by Delaware law in effectas of                         , then such provision shall be deemed to be amended to the extent (and only to the extent)necessary to comply with Delaware law. The parties have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring ordisfavoring any Party because of the authorship of any provision of this Agreement. Any reference to any federal, state, local or foreign law shall be deemed also to refer to such law as amended and all rules and regulations promulgated thereunder,unless the context requires otherwise. The words “include,” “includes,” and “including” shall be deemed to be followed by “without limitation.” Pronouns in masculine, feminine and neuter genders shall beconstrued to include any other gender, and words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,”“hereby,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties intend that each representation, warranty and covenant containedherein will have independent significance. If either party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subjectmatter (regardless of the relative levels of specificity) that the party has not breached shall not detract from or mitigate the fact that the party is in breach of the first representation, warranty or covenant. The section headings contained inthis Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. 

**11.15Remedies.**Except as expressly provided herein, the rights and remedies created by this Agreement are cumulative and in addition to any other rights or remedies now or hereafter available at law or in equity or otherwise. Except as expresslyprovided herein, nothing herein shall be considered an election of remedies. The assertion or employment of any right or remedy shall not prevent the concurrent assertion or employment of any other remedy. 

**11.16 Mutual Acknowledgement.** Nothing in this Agreement is intended to require or shall be construed as requiring Tim Hortons to do or fail to doany act in violation of applicable law. Both Tim Hortons and Indemnitee acknowledge that in certain instances, Federal or state law or applicable public policy may prohibit Tim Hortons from indemnifying the Indemnitee under this Agreement orotherwise. Indemnitee understands and acknowledges that Tim Hortons has undertaken and may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to the Court in certaincircumstances for a determination of Tim Hortons’ right under public policy to indemnify Indemnitee. Tim Hortons’ inability, pursuant to court order, to perform its obligations under this Agreement shall not constitute a breach of thisAgreement. 

 

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IN WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement as of the date firsthereinabove written. 

 
**TIM HORTONS INC.**By: 
 
 
PAUL D. HOUSE

Chief Executive Officer andPresident
**INDEMNITEE**
 
•, an individual
 

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