Form of First Amendment to Employment Agreement



 Exhibit 10(g) 
 FIRST AMENDMENT TO 
 EMPLOYMENT AGREEMENT

 Between 
 THE TDL GROUP CORP. 
 And 
 TIM HORTONS INC. 
 And 
 [Employee] 
 WHEREAS, The TDL Group Corp., Tim Hortons Inc. (“THI”) and [Employee] (the “Executive”) previously entered into that employment agreement effective as of September 28, 2009
(“Agreement”); and 
 WHEREAS, the Executive became the direct employee of THI commencing January 4, 2010 and,
therefore, The TDL Group Corp. is no longer the Executive’s “Employer”; and 
 WHEREAS, the parties mutually
desire to amend the Agreement as provided herein to be effective on February 24, 2010 (the “Effective Date”). 
 NOW THEREFORE, in consideration of the foregoing, the past, current and future services to be performed by the Executive, and the Executive’s continued employment with the Employer pursuant to the terms and conditions of the Agreement,
as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 
  

	 	1.	Effective as of January 4, 2010, whenever the defined term “Employer” is used in the Agreement, it shall mean THI, and THI shall have all the rights and
benefits owing to “Employer” under the Agreement, and THI shall be required to perform all of the obligations of the “Employer,” as set forth in the Agreement. The TDL Group Corp. is hereby discharged and released from all
liabilities and obligations under the Agreement and hereby relinquishes all rights thereunder. 

  

	 	2.	Section 6 of the Agreement is hereby deleted in its entirety and replaced by the following: 

 Section 6. Effect of a Change in Control on Equity Awards. If, during the Employment Term, the Executive’s employment shall
be terminated (i) by the Employer other than for Cause or death or (ii) by the Executive for Good Reason, (a) any options to purchase shares of THI and any stock appreciation rights or restricted stock units, or other equity awards
granted by THI to the Executive, which are not yet fully vested and exercisable, shall become fully vested and exercisable, and (b) any restrictions remaining at that time on any stock award to the Executive by THI shall lapse. If, during the
Employment Term, the Executive’s employment is terminated by the Employer for Cause, by the Executive’s death, or by the Executive other than for Good Reason, the treatment of any options to purchase shares of THI, any stock








 
appreciation rights or restricted stock units, or other equity awards granted by THI to the Executive, or any stock award to the Executive by THI shall be determined pursuant to the terms of the
Tim Hortons, Inc. 2006 Stock Incentive Plan, which shall be in effect as of the applicable time. 
  

	 	3.	The fourth and fifth lines of Section 8.5, are hereby amended by inserting the following after “September 28, 2009” and before “(the
“Recoupment Policy”),”: 

 , as may be amended from time to time thereafter. 
  

	 	4.	Section 8.5(d) is hereby deleted in its entirety and the following is hereby substituted therefor: 

 (d) the Executive acknowledges having received a copy of the Recoupment Policy. 
 IN WITNESS WHEREOF, the parties have executed, or caused their duly authorized representatives to execute, this First Amendment to be effective as of the
Effective Date. 
  

									
	TIM HORTONS INC.	 		 	THE TDL GROUP CORP.
					
	By:	 	  
	 		 	By:	 	  

					
	Its:	 	  
	 		 	Its:	 	  

				
	EXECUTIVE	 		 		 	
				
	  
	 		 		 	
	[insert name]