KRISPY KREME DOUGHNUTS,
INC. 
2012 STOCK INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT 

THIS AGREEMENT (the
“Agreement”) is made as of February 3, 2015, by and between Krispy Kreme
Doughnuts, Inc., a North Carolina corporation (the “Company”), and G. Price
Cooper, IV (the “Participant”). 

W I T N E S S E T H:


WHEREAS, the Board of
Directors and shareholders of the Company have approved the Krispy Kreme
Doughnuts, Inc. 2012 Stock Incentive Plan, as it may be amended (the “Plan”),
for the purposes and subject to the provisions set forth in the Plan; and


WHEREAS, the Plan provides
for the grant of restricted stock units; and 

WHEREAS, pursuant to
authority granted to it in the Plan, the Compensation Committee of the Board of
Directors of the Company (the “Committee”) has, on behalf of the Company,
granted to the Participant restricted stock units with respect to the Common
Stock of the Company, as set forth below; and 

WHEREAS, this Agreement
evidences the grant of restricted stock units under the Plan. 

NOW, THEREFORE, in
consideration of the foregoing, of the mutual promises set forth below and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound, agree as
follows: 

1. Award of Restricted Stock Units 

This Agreement sets forth
the terms of an award to the Participant of 75,528 restricted stock units (the
“Restricted Stock Units” or the “Award”), subject to, and in accordance with,
the restrictions, terms, and conditions set forth in the Plan and this
Agreement. The grant date of this award of Restricted Stock Units is February 3,
2015 (the “Grant Date”). Each Restricted Stock Unit will entitle the Participant
to receive one share of Common Stock at the time, and subject to the conditions,
set forth herein and in the Plan. 







2. Vesting of Award; Forfeiture 

If the Participant remains
employed by the Company, the Participant shall become vested in the Restricted
Stock Units in four installments beginning on January 27, 2016, and continuing
on the next three anniversaries of such date (each such date shall be a “Vesting
Date”), all as set forth below: 


			Number of
			Restricted
			Stock Units
	                       
    		that Vest on
	Date	                    
    	Such
      Date
	1/27/16		         18,882         
      
	1/27/17		18,882
	1/27/18		18,882
	1/27/19		18,882




Any unvested Restricted
Stock Units shall be automatically forfeited upon the Participant’s Termination
of Employment for any reason (whether by the Company or the Participant and
whether voluntary or involuntary) other than a Termination of Employment due to
the Participant’s death or Disability, or a Termination of Employment after
becoming Retirement Eligible, or as provided in Section 7 herein in the event of
a Change in Control or as provided pursuant to the terms of that certain
Employment Agreement dated as of January 26, 2015 between the Company, Krispy
Kreme Doughnut Corporation and the Participant (the “Employment Agreement”). In
the event (a) of a Termination of Employment of the Participant due to his or
her death or Disability, or (b) the Participant becomes Retirement Eligible, his
or her Restricted Stock Units shall become immediately vested in full, provided,
however, that distribution of the shares of Common Stock subject to such
Restricted Stock Units shall be made only as provided in Section 4 herein. For
purposes of this Agreement, employment with a Subsidiary or other Affiliate of
the Company shall be considered employment with the Company. Unless otherwise
provided by the Committee, all amounts receivable in connection with any
adjustments to the Common Stock under Section 4.4 of the Plan shall be subject
to the vesting schedule in this Section 2. For clarity, the terms of the
Employment Agreement relating to the Award are hereby incorporated by reference
and made a part of this Agreement. 

3. No Rights as a Shareholder 

Prior to vesting of the
Restricted Stock Units and delivery of the shares of Common Stock to the
Participant, the Participant shall not have any rights or privileges of a
shareholder as to the shares of Common Stock underlying such Award.
Specifically, the Participant shall not have the right to receive dividends or
the right to vote such shares of Common Stock prior to vesting of the Restricted
Stock Units and delivery of a certificate(s) (or other evidence of ownership,
such as book entry) for the shares of Common Stock. 

4. Distribution of Common Stock 

Subject to the terms of
Sections 8 and 24, and except as otherwise provided in this Section 4, the
Company shall distribute to the Participant (or his or her heirs in the event of
the Participant’s death) at the time of vesting of the Restricted Stock Units
(as provided in Section 2 or Section 7 hereof), a number of shares of Common
Stock equal to the number of Restricted Stock Units then held by the Participant
that became vested at such time. Shares of Common Stock or any other benefit
subject to the Restricted Stock Units shall, upon vesting of the Restricted
Stock Units pursuant to Section 2 or Section 7 (and except as otherwise provided
in Section 2 and Section 4 herein in the event of Retirement Eligibility), be
issued and distributed to the Participant (or his or her beneficiary) no later
than the later of (a) the 15th day of the third month following the
Participant’s first taxable year in which the amount is no longer subject to a
substantial risk of forfeiture, or (b) the 15th day of the third month following
the end of the Company’s first taxable year in which the amount is no longer
subject to a substantial risk of forfeiture, or otherwise in accordance with
Code Section 409A. Shares subject to the Restricted Stock Units which become
vested upon the Participant’s becoming Retirement Eligible shall be distributed
upon the first to occur of (i) each Vesting Date(s) as specified in Section 2
herein, (ii) the date of the Participant’s Termination of Employment (that is,
the date of the Participant’s separation from service, as defined under Code
Section 409A) after becoming Retirement Eligible, (iii) the date of the
Participant’s death, (iv) the date of the Participant’s Disability (as defined
under Code Section 409A), or (v) the date of the Participant’s Termination of
Employment by the Company not for Cause or by the Participant for Good Reason
within two years after the effective date of a Change in Control (as defined
under Code Section 409A). Shares to be distributed as provided in the preceding
sentence (following vesting due to Retirement Eligibility) shall be distributed
within 90 days of the first to occur of the dates described in (i) through (v)
of the preceding sentence (provided that in no event shall the Participant have
the right to designate the taxable year in which such distribution shall
occur).

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5. Certificates


Except as otherwise
provided in Section 4 herein (regarding Retirement Eligibility) upon the vesting
of the Restricted Stock Units pursuant to the terms hereof and the satisfaction
of any withholding tax liability pursuant to Section 8 hereof, certificates
evidencing the shares of Common Stock required to be delivered pursuant to the
terms hereof shall be delivered to the Participant or other evidence of
ownership of such shares of Common Stock shall be provided to the Participant,
such as tracking through book entry. 

6. Nontransferability


Unless the Committee
determines otherwise, no grant of, nor any right or interest of the Participant
in or to, the Award may be assigned, encumbered, or transferred except, in the
event of the death of Participant, by will or the laws of intestate succession.


7. Change in Control


Notwithstanding the other
provisions of the Agreement, the following provisions shall apply in the event
of a Change in Control (except to the extent otherwise provided pursuant to the
Employment Agreement): 

(a) To the
extent the successor company does not assume or substitute for the Award (or the
Company is the ultimate parent corporation and does not continue the Award) on
substantially equivalent terms (as determined by the Committee), the Award will
become vested in full upon the effective date of the Change in Control.


(b) Further, in the event that the Award is substituted, assumed or
continued, the Award will become vested in full if the Participant incurs a
Termination of Employment within six months before (in which case vesting shall
not occur until the effective date of the Change in Control) or two years after
the effective date of a Change in Control if such Termination of Employment (i)
is by the Company not for Cause or (ii) is by the Participant for Good Reason.
For the purposes herein, (A) “Good Reason” shall have the meaning set forth in
Section 22(c) of the Agreement; and (B) “Company” shall include the successor to
the Company’s business or assets, or if all or substantially all of the voting
stock of the Company is held by another public company, such public
company.

3 







8. Taxes and Withholding 

(a) The
Participant shall be responsible for all federal, state, local, and foreign
income taxes payable with respect to the Award. The Participant acknowledges
that he or she may incur substantial tax liability arising out of the grant,
vesting, and/or settlement of the Award and that the Company has no
responsibility to take or refrain from taking any actions in order to achieve a
certain tax result for the Participant. 

(b) The
Company shall have the right to retain and withhold from any distribution of
Common Stock in respect of Restricted Stock Units the minimum amount of taxes
(including but not limited to the Participant’s FICA obligation) required by any
government to be withheld or otherwise deducted and paid with respect to such
Restricted Stock Units. At its discretion, the Company may require the
Participant to immediately pay the Company in cash or reimburse the Company for
any such taxes required to be withheld and may withhold any distribution in
whole or in part until the Company is so paid or reimbursed. In lieu thereof,
the Company shall have the right to withhold from any other cash amounts due to
the Participant an amount equal to such taxes required to be withheld or
withhold and cancel (in whole or in part) with respect to the Restricted Stock
Units a number of shares of Common Stock having a market value equal to the
amount of such taxes. In addition, unless the Committee determines otherwise and
subject to such conditions as may be established by the Committee, the
Participant may elect to satisfy the withholding requirement, in whole or in
part, by having the Company withhold shares of Common Stock with a Fair Market
Value equal to the minimum statutory tax required to be withheld. The right to
withhold shares of Common Stock with a Fair Market Value equal to (but not in
excess of) the minimum statutory tax required to be withheld to satisfy the
withholding requirement may be withdrawn by the approval of the Committee.


9. Amendment of Agreement 

This Agreement may be
modified, amended, suspended, or terminated, and any terms or conditions may be
waived, but only by a written instrument executed by the parties hereto and
otherwise in accordance with the Plan. Notwithstanding the foregoing, the
Committee shall have unilateral authority to amend the Agreement (without the
Participant’s consent) to the extent necessary to comply with Applicable Law or
changes to Applicable Law (including but in no way limited to Code Section 409A
and federal securities laws). 

10. Severability


The provisions of this
Agreement are severable and if any one or more provisions are determined to be
illegal or otherwise unenforceable, in whole or in part, the remaining
provisions, and any partially unenforceable provision to the extent enforceable
in any jurisdiction, shall nevertheless be binding and enforceable.

4 







11. Notices


Any and all notices under
this Agreement shall be in writing, and sent by hand delivery or by certified or
registered mail (return receipt requested and first-class postage prepaid), in
the case of the Company, to its principal executive offices to the attention of
the Chief Financial Officer, and, in the case of the Participant, to the
Participant’s address as shown on the Company’s records. 

12. Successors and Assigns 

(a) This
Agreement shall be binding upon and inure to the benefit of any assignee or
successor in interest to the Company, whether by merger, consolidation, or the
sale of all or substantially all of the Company’s assets. 

(b) This
Agreement shall be binding upon and inure to the benefit of the Participant and
his or her legal representative and any person to whom the Restricted Stock
Units may be transferred by will, the applicable laws of intestate succession,
or otherwise in accordance with the terms of the Plan. 

13. Agreement to be Bound by Plan 

The Participant hereby
acknowledges that the Participant fully understands his or her rights under the
Plan and that the Participant agrees to be bound by all the terms and provisions
of the Plan. The Participant acknowledges that the Participant has received a
copy of the Plan prospectus. 

14. Plan Controls


This Agreement and the
Award are subject in all respects to the terms and conditions of the Plan (which
are incorporated herein by reference). Except as otherwise expressly set forth
herein, the capitalized terms used in this Agreement shall have the same
definitions as set forth in the Plan. To the extent that any conflict may exist
between any term or provision of this Agreement and any term or provision of the
Plan, such term or provision of the Plan shall control, unless the Committee
determines otherwise. 

15. No Right to Employment or Future Grants; Compliance with Applicable
Law 

(a) Nothing in this Agreement shall be construed as constituting a
commitment, guarantee, agreement, or understanding of any kind or nature that
the Company, any Subsidiary, or any Affiliate shall continue to employ the
Participant, nor shall this Agreement affect in any way the right of the
Company, any Subsidiary, or an Affiliate to terminate the employment or other
service of the Participant at any time and for any reason. The Participant
acknowledges and agrees that the award and acceptance of Restricted Stock Units
pursuant to this Agreement does not entitle the Participant to future grants
under the Plan or any other plan. 

5 







(b) The
Company may impose such restrictions on the Restricted Stock Units, the shares
of Common Stock underlying the Award and any other benefits underlying the Award
as it may deem advisable, including, without limitation, restrictions under the
federal securities laws, the requirements of any securities exchange or similar
organization, and any blue sky, state, or foreign securities laws applicable to
such securities. The Company shall not be obligated to issue, deliver, or
transfer shares of Common Stock, make any other distribution of benefits under
the Plan, or take any other action, unless such delivery, distribution, or
action is in compliance with Applicable Law (including but not limited to the
requirements of the Securities Act). The Company will be under no obligation to
register the shares of Common Stock or other securities with the Securities and
Exchange Commission or to effect compliance with the exemption, registration,
qualification, or listing requirements of any state or foreign securities laws,
or any securities exchange or similar organization, and the Company will have no
liability for any inability or failure to do so. The Company may cause a
restrictive legend or legends to be placed on any certificate issued pursuant to
the Award in such form as may be prescribed from time to time by Applicable Law
or as may be advised by legal counsel. 

16. Covenants and Representations of Participant 

The Participant represents,
warrants, covenants, and agrees with the Company as follows: 

(a) The
Participant has not relied upon the Company with respect to any tax consequences
related to the Award or shares of Common Stock subject thereto. The Participant
assumes full responsibility for all such tax consequences and the filing of all
tax returns the Participant may be required to file in connection therewith.


(b) The
Participant will not distribute or resell any Common Stock (or other securities)
issuable hereunder in violation of Applicable Law. The Participant shall comply
with all provisions of the Company’s Securities Trading Policy, as in effect
from time to time. 

(c) The
agreements, representations, warranties, and covenants made by the Participant
herein with respect to the Restricted Stock Units shall also extend and apply to
all of the shares of Common Stock issued to the Participant from time to time
pursuant to the Restricted Stock Units. Acceptance by the Participant of any
certificate representing shares of Common Stock (or other evidence of beneficial
ownership) shall constitute a confirmation by the Participant that all such
agreements, representations, warranties, and covenants made herein continue to
be true and correct at that time. 

(d) As a
condition to receiving this Award, the Participant agrees to abide by the
Company’s Equity Retention Policy, Compensation Recovery Policy, and Stock
Ownership Guidelines and/or other similar policies, each as in effect from time
to time and to the extent applicable to the Participant. In addition, the
Participant shall be subject to such compensation recovery, recoupment,
forfeiture, or other similar provisions as may apply to the Participant under
Applicable Law. 

6 







17. Governing Law


This Agreement shall be
governed by, construed, and enforced in accordance with the laws of the State of
North Carolina, without giving effect to the principles of conflicts of laws,
and in accordance with applicable federal laws. 

18. Waiver


The waiver by the Company
of a breach of any provision of this Agreement by the Participant shall not
operate or be construed as a waiver of any subsequent breach by the Participant.


19. Limitation of Liability 

The liability of the
Company under this Agreement and in the award of the Restricted Stock Units
hereunder is limited to the obligations set forth herein with respect to such
Award, and nothing herein contained shall be interpreted as imposing any
liability in favor of the Participant or any others with respect to any loss,
cost, or expense which the Participant or others may incur in connection with or
arising out of any transaction involving the Restricted Stock Units or the
shares of Common Stock subject thereto. 

20. Entire Agreement


The parties hereto agree
that this Agreement sets forth all of the promises, agreements, conditions,
understandings, warranties, and representations between the parties with respect
to the Award and that there are no promises, agreements, conditions,
understandings, warranties, or representations, oral or written, express or
implied between the parties with respect to the Award other than as set forth in
this Agreement and in the Plan. 

21. Authority of Committee 

All determinations made by
the Committee with respect to the interpretation, construction, and application
of any provision of this Agreement shall be final, conclusive, and binding on
the parties. 

22. Definitions


(a) “Retirement Eligible”
or “Retirement
Eligibility” shall mean a
time when the sum of the Participant’s age and years of employment with the
Company, its Subsidiaries, or other Affiliates equals or exceeds 65, provided
that the Participant shall have attained a minimum age of 55. 

(b) “Termination of Employment” means the discontinuance of the Participant’s service relationship with
the Company, its Subsidiaries, or another Affiliate, including but not limited
to service as an employee of the Company, its Subsidiaries, or another
Affiliate, as a non-employee member of the Board of Directors of the Company, or
as a consultant or advisor to the Company, its Subsidiaries, or another
Affiliate. Except to the extent provided otherwise in an agreement or determined
otherwise by the Committee, a Termination of Employment shall not be deemed to
have occurred if the Participant transfers among the various entities
constituting the Company and its Subsidiaries, so long as there is no
interruption in the provision of service by the Participant to the Company and
its Subsidiaries. The determination of whether a Participant has incurred a
Termination of Employment shall be made by the Committee in its discretion. The
Participant shall not be deemed to have incurred a Termination of Employment if
the Participant is on military leave, sick leave, or other bona fide leave of
absence approved by the Company of 180 days or fewer (or any longer period
during which the Participant is guaranteed reemployment by statute or contract).
In the event the Participant’s leave of absence exceeds this period, he or she
will be deemed to have incurred a Termination of Employment on the day following
the expiration date of such period, unless determined otherwise by the
Committee.

7 







(c) “Good Reason” shall
have the meaning assigned to such term in the employment agreement, if any,
between the Participant and the Company, a Subsidiary, or an Affiliate,
provided, however that if there is no such employment agreement in which such
term is defined, “Good Reason” shall mean any of the following acts by the
Company, a Subsidiary, or an Affiliate within the six-month period before or
two-year period after the effective date of a Change in Control, without the
consent of the Participant (in each case, other than an isolated, insubstantial,
and inadvertent action not taken in bad faith and which is remedied by the
Company, a Subsidiary, or an Affiliate promptly after receipt of notice thereof
given by the Participant): (i) the assignment to the Participant of duties or
responsibilities materially inconsistent with, or a material diminution in, the
Participant’s position, authority, duties, or responsibilities as in effect on
the date of the Change in Control, (ii) a material reduction in the
Participant’s base salary as in effect on the date of the Change in Control,
(iii) except with regard to international employees, the relocation, without
consent, of the Participant’s principal place of employment more than 25 miles
from the location at which the Participant was stationed immediately prior to
the Change in Control, or (iv) any material breach of any employment agreement
between the Participant and the Company, a Subsidiary, or an Affiliate; provided
that any event described in clauses (i) through (iv) above shall constitute Good
Reason only if the Company fails to rescind or cure such event within 30 days
after receipt from the Participant of written notice of the event which
constitutes Good Reason; and provided, further, that Good Reason shall cease to
exist for an event or condition described in clauses (i) through (iv) above on
the 60th day following the latter of its occurrence or the Participant’s
knowledge thereof, unless the Participant has given the Company written notice
thereof prior to such date. 

23. Forfeiture in the Event of Competition and/or Solicitation or other
Detrimental Acts


In return for granting the
Restricted Stock Units to the Participant, the Participant agrees to the
following restrictions. 

(a) The
Participant expressly agrees and covenants that during the Restricted Period (as
defined below), the Participant shall not, without the prior written consent of
the Company, directly or indirectly: 

(i) own,
manage, control, participate in, consult with, become employed by, or otherwise
render services to any Competitive Business (as defined below) in the Territory
(as defined below), except that it shall not be considered a violation of this
clause for the Participant to be a passive owner of not more than two percent of
the outstanding stock of any class of any corporation which is publicly traded,
so long as the Participant has no active participation in the business of such
corporation;

8 







(ii) induce
or attempt to induce any customer, supplier, client, or other business relation
of the Company or its Affiliates to cease doing business with the Company or its
Affiliates if such cessation could reasonably be expected to result in material
harm to the Company; 

(iii) induce
or attempt to induce any employee of the Company or its Affiliates to leave the
employ of the Company or its Affiliates, or in any way interfere with the
relationship between the Company or its Affiliates and any person employed by
them; or 

(iv) violate the Company’s Securities Trading Policy. 

(b) The
Participant expressly agrees and covenants that the Participant will not,
without the prior written consent of the Company, directly or indirectly,
disclose or use at any time before or after the Participant’s Termination of
Employment any Confidential Information (as defined below) of which the
Participant is or becomes aware, whether or not such information is developed by
the Participant, except to the extent such disclosure or use is directly related
to and appropriate in connection with the Participant’s performance of duties
assigned to the Participant by the Company or its Affiliates. Under all
circumstances and at all times, the Participant will take all appropriate steps
to safeguard Confidential Information in his or her possession and to protect it
against disclosure, misuse, espionage, loss, and theft. 

(c) If the
Committee determines that the Participant has violated any provisions of this
Section 23 or that the Participant’s employment has been terminated for Cause,
then the Participant agrees and covenants that: 

(i) the
Participant shall automatically forfeit any rights the Participant may have with
respect to the Award or the underlying shares of Common Stock as of the date of
such determination; and 

(ii) if the
Participant has received a distribution of all or any part of the Common Stock
subject to the Award within the twelve-month period immediately preceding a
violation of this Section 23 or termination of the Participant’s employment for
Cause, upon the Company’s demand, the Participant shall immediately deliver to
the Company (A) the shares of Common Stock subject to the Award which have been
distributed during such period (without the payment by the Company of any
consideration for such shares), if the Participant still owns such shares, or
(B) if the Participant no longer owns such shares of Common Stock, an amount
equal to the Gain realized by the Participant with respect to the shares of
Common Stock subject to the Award. For the purposes herein, “Gain” shall be
equal to the disposition price per share of any shares of Common Stock received
pursuant to the Award which shares were sold or disposed of, multiplied by the
number of such shares sold or disposed of, and less any taxes paid which are not
refundable or for which the Participant does not otherwise receive a tax credit
or other form of reimbursement. 

9 







(d) Definitions. For purposes
of this Section 23 the following definitions shall apply: 

(i) “Competitive Business”
means any business listed on Exhibit A hereto. 

(ii) “Confidential Information” means information that is not generally known to the public and that was
or is used, developed, or obtained by the Company or its Affiliates in
connection with the business of the Company or its Affiliates and which
constitutes trade secrets or information which they have attempted to protect,
which may include, but is not limited to, trade “know-how,” customer
information, supplier information, cost and pricing information, marketing and
sales techniques, strategies and programs, computer programs and software, and
financial information. It shall not include information (A) required to be
disclosed by court or administrative order; (B) lawfully obtainable from other
sources or which is in the public domain through no fault of Participant; or (C)
the disclosure of which is consented to in writing by the Company. 

(iii) “Restricted Period”
means the period during which the Participant is employed by the Company or an
Affiliate and twelve months following the date that Participant ceases to be
employed by the Company or an Affiliate for any reason whatsoever. 

(iv) “Territory” means:


(A) The
entire United States and any other country where the Company or any of its
Subsidiaries, joint venturers, franchisees, or Affiliates has operated a retail
facility at which the Company’s products have been sold at any time in the
one-year period ending on the last day of the Participant’s employment with the
Company or its Affiliates; 

(B) In the
event that the preceding clause shall be determined by judicial action to define
too broad a territory to be enforceable, then “Territory” shall mean the entire
United States; 

(C) In the
event that the preceding clauses shall be determined by judicial action to
define too broad a territory to be enforceable, then “Territory” shall mean the
states in the United States where the Company or any of its Subsidiaries, joint
venturers, franchisees, or Affiliates has operated a retail facility at which
the Company’s products have been sold at any time in the one-year period ending
on the last day of the Participant’s employment with the Company or its
Affiliates; 

(D) In the
event that the preceding clauses shall be determined by judicial action to
define too broad a territory to be enforceable, then “Territory” shall mean the
area that includes all of the areas that are within a 50-mile radius of any
retail store location in the United States at which the Company’s products have
been sold at any time in the one-year period ending on the last day of the
Participant’s employment with the Company or its Affiliates; and 

10 







(E) In the
event that the preceding clauses shall be determined by judicial action to
define too broad a territory to be enforceable, then “Territory” shall mean the
entire state of North Carolina. 

(e) The
Company may require the Participant, in connection with the distribution of
shares of Common Stock underlying the Award, to certify in a manner acceptable
to the Company that the Participant has not violated the terms of this Section
23 and may decline to distribute such shares if the Participant fails so to
certify. If the Participant is required to repay any amount to the Company
pursuant to this Section 23, the Participant shall pay such amount in such
manner and on such terms and conditions as the Company may require, and the
Company shall be entitled to withhold or set-off against any other amount owed
to the Participant by the Company or any of its Affiliates (other than any
amount owed to the Participant under any retirement plan intended to be
qualified under Code Section 401(a)) up to any amount sufficient to satisfy any
unpaid obligation of the Participant under this Section 23. 

(f) The
Participant acknowledges and agrees that the period, scope, and geographic areas
of restriction imposed upon the Participant by the provisions of Section 23 are
fair and reasonable and are reasonably required for the protection of the
Company. In the event that any part of this Agreement, including, without
limitation, this Section 23, is held to be unenforceable or invalid, the
remaining parts of Section 23 and this Agreement shall nevertheless continue to
be valid and enforceable as though the invalid portions were not a part of this
Agreement. If any one of the provisions in this Section 23 is held to be
excessively broad as to period, scope, and geographic areas, any such provision
shall be construed by limiting it to the extent necessary to be enforceable
under Applicable Law. 

(g) The
Participant acknowledges that breach by the Participant of this Agreement would
cause irreparable harm to the Company and that, in the event of such breach, the
Company shall have, in addition to monetary damages and other remedies at law,
the right to an injunction, specific performance, and other equitable relief to
prevent violations of the Participant’s obligations hereunder. 

11 







24. Code Section 409A


If and to the extent that
Code Section 409A is deemed to apply to the Award, it is intended that this
Agreement and the Award shall, to the extent practicable, be construed in
accordance therewith. Notwithstanding any provision to the contrary in this
Agreement, if the Participant is deemed on the date of his or her “separation
from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the
Company to be a “specified employee” (within the meaning of Treas. Reg. Section
1.409A-1(i)), then with regard to any payment that is considered deferred
compensation under Code Section 409A payable on account of a “separation from
service” that is required to be delayed pursuant to Code Section 409A(a)(2)(B)
(after taking into account any applicable exceptions to such requirement), such
payment shall be made on the date that is the earlier of (i) the expiration of
the six month period measured from the date of the Participant’s “separation
from service” (with such payments to be made during the seventh month following
the “separation from service”, or, if earlier, (ii) the date of the
Participant’s death, or otherwise permitted under Code Section 409A (the “Delay
Period”). Upon the expiration of the Delay Period, all payments delayed pursuant
to this Section 24 shall be paid to  the Participant in a lump
sum. Notwithstanding any provision of this Agreement to the contrary, for
purposes of any provision of this Agreement providing for the payment of any
amounts or benefits upon or following a termination of employment constituting
deferred compensation for purposes of Code Section 409A, references to the
Participant’s “termination of employment” (and corollary terms) with the Company
shall be construed to refer to the Participant’s “separation from service”
(within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. In
the event that the Award, this Agreement, or the Plan is deemed not to comply
with Code Section 409A, then neither the Company, the Board of Directors, the
Committee, nor its designees or agents will be responsible to the Participant or
any person for actions, decisions, or determinations made in good
faith.

[Signature Page to
Follow] 

12 







IN WITNESS WHEREOF, the
parties have executed this Agreement as of the date first above written.



	KRISPY KREME DOUGHNUTS, INC.
	 
	 


	By:   	/s/ Anthony N.
  Thompson 


	Name:   	Anthony N.
Thompson 


	Title:   	President and Chief Executive
    Officer 


	 
	 
	PARTICIPANT
	 
	 


	Signature:   	/s/ G. Price Cooper,
  IV 


	Printed Name: G. Price Cooper,
IV




13 







Exhibit
A 

The following businesses,
together with their Subsidiaries, affiliates and successors in interest, are the
“Competitive Businesses” for purposes of this Agreement: 

Dunkin Brands Inc. 
Tim
Hortons, Inc. 
George Weston Limited 
Flowers Foods, Inc. 
McKee Foods
Corporation 
Bimbo Bakeries USA, Inc. 
Hostess Brands, LLC 
Panera
Bread Company 
Starbucks 
Dewey’s Bakery 
Salem Baking Company 
Dawn
Food Products, Inc. 
CSM Bakery Products 
Sysco Corp 

And any other business that
derives more than fifty percent (50%) of its revenues from the indirect or
direct sale of coffee, doughnuts and/or bakery or sweet goods. 

The Company reserves the
right to modify or amend this Exhibit A at any time and
from time to time upon ninety (90) days advance written notice.