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Exhibit
10(c)
AMENDMENT OF RESTRICTED
STOCK
UNIT AWARD
AGREEMENT
(with related Dividend
Equivalent Rights)
(U.S. Version)
TIM HORTONS INC.
This Amendment, made
effective as of May 1, 2007, is between Tim Horton Inc., a
Delaware Corporation (the “Company”),
, a
(the “Employer”), and
(the “Grantee”) (collectively, the
“Parties”).
WHEREAS effective as of
August 1, 2006, the Parties entered into the Restricted Stock
Unit Award Agreement (“Original RSU Agreement”), which
provides for the terms and conditions governing the
“Award” (as defined in the Original RSU Agreement) of
Restricted Stock Units (“RSUs”) made to the Grantee on
August 1, 2006.
WHEREAS the Parties desire to
amend the Original RSU Agreement in accordance with the terms set
forth herein.
WHEREAS capitalized terms
used in this Amendment but not otherwise defined herein shall have
the meanings attributed to such terms in the Original RSU
Agreement.
NOW THEREFORE the Parties
hereby agree that the forgoing recitals are incorporated herein by
reference and as follows:
| 1. |
Section 1.2 of the Original RSU Agreement is hereby
amended by: |
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(c) |
deleting the following from the sixth line: |
“(provided that no
fractional Restricted Stock Units shall be granted)”;
and
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(d) |
inserting the following at the end of
Section 1.2: |
Fractional Restricted Stock
Units may be generated upon the automatic settlement of Dividend
Equivalent Rights into additional Restricted Stock Units and upon
the vesting of a portion of a Restricted Stock Unit award (see
Section 3). These fractional Restricted Stock Units continue
to accrue additional Dividend Equivalent Rights and accumulate
until the fractional interest is of sufficient value to acquire an
additional Restricted Stock Unit as a result of the settlement of
future Dividend Equivalent Rights, subject to adjustment upon the
vesting of a portion of the underlying Restricted Stock Unit award
(See Section 3). The Committee shall determine appropriate
administration for the tracking and settlement of Dividend
Equivalent Rights, including with respect to fractional interests,
and the Committee’s determination in this regard shall be
final and binding upon all Parties.
| 6. |
Section 3 of the Original RSU Agreement is hereby amended
by: |
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(a) |
deleting the following from the second and third lines:
“(rounded down to the next whole Stock Unit, if
necessary);” and |
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