EXHIBIT 10.33

KRISPY KREME DOUGHNUTS, INC.2000
STOCK INCENTIVE PLAN

FORM OFRESTRICTED STOCK AGREEMENT

THIS
AGREEMENT is made as of _______________, by and between Krispy Kreme Doughnuts,
Inc., a North Carolina corporation having its principal office at 370 Knollwood
Street, Winston-Salem, North Carolina 27103 (the Corporation), and
___________________ (Employee).

W I T N E S S E T H:

WHEREAS, the
Board of Directors and shareholders of the Corporation have approved the Krispy
Kreme Doughnuts, Inc. 2000 Stock Incentive Plan (the Plan), for the purposes
and subject to the provisions set forth in the Plan;

WHEREAS,
pursuant to authority granted to it in the Plan, the Compensation Committee of
the Board of Directors of the Corporation (the Committee) has, on behalf of
the Corporation, granted to Employee restricted shares of Common Stock of Krispy
Kreme Doughnuts, Inc., as set forth below; and

WHEREAS, this Agreement evidences
the grant of restricted stock 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

This
Agreement sets forth the terms of an award to the Employee of ________restricted
shares of the Corporations Common Stock (the Restricted Stock), subject to,
and in accordance with, the restrictions, terms and conditions set forth in this
Agreement. The grant date of this award of Restricted Stock is ______________
(Grant Date).

2.Restrictions

If Employee
remains employed by the Corporation, Employee shall become vested in the
Restricted Stock in ____________equal installments beginning on __________, and
continuing on the next __________ anniversaries of the Grant Date (each such
date shall be a Vesting Date), all as set forth below:

Cumulative
      NumberofDate
    Shares
      Vested


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On each
Vesting Date, Employee shall own the vested shares of Restricted Stock free and
clear of all restrictions imposed by this Agreement. The Corporation shall
deliver a certificate(s) (or other evidence of ownership, such as book entry)
for the vested shares of Restricted Stock to Employee as soon as practical after
each Vesting Date. For purposes of this Agreement, employment with a Subsidiary
of the Corporation shall be considered employment with the
Corporation.

3. Certificates

The
Restricted Stock granted hereunder may be evidenced in such manner as the
Committee shall determine, including, but not limited to tracking through book
entry. If certificates representing Restricted Stock are registered in the name
of the Employee, the Committee may require that such certificates bear an
appropriate legend (the Restrictive Legend) referring to the terms, conditions
and restrictions applicable to such Restricted Stock, that the Corporation
retain physical possession of the certificates, and that the Employee deliver a
stock power to the Corporation, endorsed in blank, relating to the Restricted
Stock. Upon the vesting of the Restricted Stock pursuant to the terms hereof and
the satisfaction of any withholding tax liability pursuant to Section 8 hereof,
the certificates evidencing such vested shares of Common Stock, not bearing the
Restrictive Legend, shall be delivered to the Employee or other evidence of
vesting of shares of Common Stock shall be provided to the Employee, such as
tracking through book entry.

4. Rights as a
Shareholder

Except as
otherwise provided in this Agreement and the Plan, Employee shall have all of
the rights of a shareholder of the Corporation with respect to the shares of
Restricted Stock, including the right to vote such shares. All dividends
declared and paid by the Corporation on shares of Restricted Stock shall be paid
in the form of Restricted Stock having a Fair Market Value on the dividend
payment date equal to the amount of the cash dividend. Such shares of Restricted
Stock will vest at the same time as the shares of Restricted Stock in respect of
which they are issued and shall otherwise have terms identical to the terms of
such Restricted Stock.

5. Effect of Termination of
Employment on Restricted Stock

Any unvested
Restricted Stock shall be automatically forfeited upon the Employees
Termination of Employment for any reason other than due to Employees death,
Retirement or Disability. In the event of a Termination of Employment of the
Employee due to his or her death, Retirement or Disability, the Restricted Stock
will become immediately vested in full.

6. Nontransferability

The
Restricted Stock shall not be transferable or assignable, other than by will or
the laws of descent and distribution, and any such purported transfer or
assignment shall be null and void without the express consent of the Committee.
Employee agrees to appropriate legends on the Restricted Stock in order to
reflect the vesting provisions set forth herein and to reflect any restrictions
required by applicable securities laws.

7. Change in
Control

In the event
of a Change in Control, the restrictions on the Restricted Stock shall lapse
and the Restricted Stock shall become vested in full, provided that Employee has
not incurred a Termination of Employment prior to the date thereof. For purposes
hereof, Change in Control shall have the meaning set forth in the Plan, except
in the case of a transaction described in clauses (1) or (3) of paragraph (b) of
such definition, the consummation of such a transaction, rather than the
approval by shareholders of the Corporation of such transaction or an agreement
to effect such a transaction, shall constitute a Change in Control.

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8. Taxes and
Withholding

(a) Employee shall be responsible for all federal, state and local income
taxes payable with respect to this award of Restricted Stock. Employee shall
have the right to make such elections under the Internal Revenue Code of 1986,
as amended, as are available in connection with this award of Restricted Stock.
The Corporation and Employee agree to report the value of the Restricted Stock
in a consistent manner for federal income tax purposes. Employee acknowledges
that he or she may incur substantial tax liability as a result of the grant of
Restricted Stock to him or her upon the lapse of the restrictions
hereunder.

(b) The Corporation shall have the right to retain and withhold from any
vesting of Restricted Stock the minimum amount of taxes required by any
government to be withheld or otherwise deducted and paid with respect to such
vesting. At its discretion, the Corporation may require Employee to immediately
reimburse the Corporation for any such taxes required to be withheld and may
withhold any distribution in whole or in part until the Corporation is so
reimbursed. In lieu thereof, the Corporation shall have the right to withhold
from any other cash amounts due to Employee an amount equal to such taxes
required to be withheld or withhold and cancel (in whole or in part) a number of
shares of Restricted Stock having a market value not less than the amount of
such taxes. In addition, Employee may elect to satisfy the withholding
requirement, in whole or in part, by having the Corporation withhold Shares with
a Fair Market Value equal to the minimum statutory tax required to be
withheld.

9. Modification 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.

10. Severability

The
provisions of the 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.

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 Corporation, to its principal executive
offices to the attention of the Chief Financial Officer, and, in the case of
Employee, to Employees address as shown on the Corporations
records.

12. Binding
Effect

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

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

13. Agreement to be Bound by
Plan

Employee
hereby acknowledges that Employee fully understands his or her rights under the
Plan, and that Employee agrees to be bound by all the terms and provisions of
the Plan.

14. Plan
Controls

The
Restricted Stock and the terms and conditions set forth herein 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.

15. Rights to Future Grants;
Compliance with Law

Nothing in
this Agreement shall be construed as constituting a commitment, guarantee,
agreement or understanding of any kind or nature that the Corporation, any
Subsidiary or affiliate shall continue to employ Employee, nor shall this
Agreement affect in any way the right of the Corporation, any Subsidiary or
affiliate to terminate the employment or other service of Employee at any time
and for any reason. By Employees execution of this Agreement, Employee
reaffirms and acknowledges and agrees that Employees employment or other
service to the Corporation, any Subsidiary or affiliate is at will. No change
of Employees duties with respect to the Corporation, any Subsidiary or
affiliate shall result in, or be deemed to be, a modification of any of the
terms of this Agreement. Employee acknowledges and agrees that the award and
acceptance of Restricted Stock pursuant to this Agreement does not entitle
Employee to future grants under the Plan or any other plan.

16. Covenants and Representations
of Employee

Employee represents, warrants,
covenants and agrees with the Corporation as follows:

(a) Employee
has not relied upon the Corporation with respect to any tax consequences related
to the grant or sale of the Restricted Stock. Employee acknowledges that, as a
result of the grant and vesting of Restricted Stock and/or sale of Shares,
Employee may incur a substantial tax liability. Employee assumes full
responsibility for all such consequences and the filing of all tax returns and
elections Employee may be required or find desirable to file in connection
therewith.

(b) Employee
will not distribute or resell any Restricted Stock (or other securities)
issuable upon lapse of the restrictions hereunder in violation of law. Employee
shall comply with all provisions of the Corporations Securities Trading Policy
and the Corporations Stock Ownership Guidelines, each as in effect from time to
time.

(c) The
agreements, representations, warranties and covenants made by Employee herein
with respect to the Restricted Stock shall also extend to and apply to all of
the Shares issued to Employee from time to time upon the lapse of the
restrictions. Acceptance by Employee of any certificate representing Shares
shall constitute a confirmation by Employee that all such agreements,
representations, warranties and covenants made herein continue to be true and
correct at that time.

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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 conflicts of
laws provisions thereof.

18. Waiver

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

19. Limitation of
Liability

The
liability of the Corporation under this Agreement and in the award of the
Restricted Stock 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 Employee or any others with respect to any
loss, cost or expense which Employee or others may incur in connection with or
arising out of any transaction involving the Restricted Stock.

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 of Restricted Stock 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 of
Restricted Stock other than as set forth in this Agreement and in the Plan. Any
modifications or any waiver of any provision contained in this Agreement shall
not be valid unless made in writing and signed by the person or persons sought
to be bound by such waiver or modifications.

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 shall mean Employees Termination of Employment at a time when, the sum
of Employees age and years of employment with the Corporation, its Subsidiaries
and affiliates equals or exceeds 65.

(b)
Termination of Employment means the discontinuance of Employees service relationship
with the Corporation, its Subsidiaries and affiliates, including but not limited
to service as an employee of the Corporation, its Subsidiaries and affiliates,
as a non-employee member of the board of directors of the Corporation, or as a
consultant or advisor to the Corporation, its Subsidiaries and affiliates.
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 capacity in which Employee provides service to the Corporation
changes (for example, a change from consultant status to Employee status, or
vice versa) or if Employee transfers among the various entities constituting the
Corporation and its Subsidiaries and affiliates, so long as there is no
interruption in the provision of service by Employee to the Corporation and its
Subsidiaries and affiliates. The determination of whether an Employee has
incurred a Termination of Employment shall be made by the Committee in its
discretion. An Employee shall not be deemed to have incurred a Termination of
Employment if Employee is on military leave, sick leave, or other bona fide
leave of absence approved by the Corporation of 180 days or fewer (or any longer
period during which Employee is guaranteed reemployment by statute or contract.)
In the event an Employee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.

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

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

(a) Employee expressly agrees and covenants that during the Restricted Period
(as defined below), Employee shall not, without the prior written consent of the
Corporation, 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
Employee 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
Employee has no active participation in the business of such
corporation;

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

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

(iv)
violate the Corporations Securities Trading
Policy.

(b) Employee expressly agrees and
covenants that Employee will not, without the prior written consent of the
Corporation, directly or indirectly, disclose or use at any time before or after
Employees Termination of Employment any Confidential Information (as defined
below) of which Employee is or becomes aware, whether or not such information is
developed by Employee, except to the extent such disclosure or use is directly
related to and appropriate in connection with Employees performance of duties
assigned to Employee by the Corporation or its affiliates. Under all
circumstances and at all times, Employee 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 Employee has violated any provisions of this Section 23 or that Employees
employment has been terminated for Cause, then Employee agrees and covenants
that:

(i) Employee shall automatically forfeit any rights Employee may have with
respect to the Restricted Stock as of the date of such determination;
and

(ii) if
Employee has exercised all or any part of the Restricted Stock within the
twelve-month period immediately preceding a violation of this Section 23 or
termination of Employees employment for Cause, upon the Corporations demand,
Employee shall immediately deliver to the Corporation an amount equal to the
gain realized by Employee upon such exercise (the excess of the aggregate Fair
Market Value, on the date of exercise, of the Common Stock received upon
exercise over the aggregate exercise price of the Restricted Stock with respect
to such Common Stock, then less any taxes paid which are not refundable or for
which the Employee does not otherwise receive a tax credit or other form of
reimbursement).

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(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
Corporation or its affiliates in connection with the business of the Corporation
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 Employee; or (c) the disclosure of which is consented to in writing
by the Corporation.

(iii) Restricted Period means the
period during which Employee is employed by the Corporation or an affiliate and
twelve months following the date that Employee ceases to be employed by the
Corporation or an affiliate for any reason whatsoever.

(iv) Territory
means:

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

(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.

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

(f) Employee acknowledges and
agrees that the period, scope and geographic areas of restriction imposed upon
Employee by the provisions of Section 23 are fair and reasonable and are
reasonably required for the protection of the Corporation. In the event that any
part of this Agreement, including, without limitation, 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) Employee acknowledges that breach by Employee of this Agreement would
cause irreparable harm to the Corporation and that, in the event of such breach,
the Corporation 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 your obligations hereunder.

(h) [If the Corporation is required
to prepare an accounting restatement due to the material noncompliance of the
Corporation as a result of misconduct pertaining to any financial reporting
requirement under the securities laws (Misconduct), and such Misconduct is the
result of actions taken by either the Chief Executive Officer and/or the Chief
Financial Officer, then such of the Chief Executive Officer and/or the Chief
Financial Officer as have committed such Misconduct as determined by the
Committee shall reimburse the Corporation for (1) any bonus or other
incentive-based or equity-based compensation received by either or both of them,
as applicable, from the Corporation during the 12-month period following the
first public issuance or filing with the Securities and Exchange Commission
(whichever first occurs) of the financial document embodying the financial
reporting requirement that gives rise to the restatement; and (2) any profits
realized by either or both of them, as applicable, from the sale of securities
of the Corporation during that 12-month period.]1

____________________

|1 |  | Section 23(h) is only included in
      the Form of Restricted Stock Agreement for the Companys Chief Executive
      Officer and Chief Financial Officer.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------

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24. Holding Period After
Resignation or Termination

In return
for granting the Restricted Stock to Employee, Employee agrees that in the event
of Employees Termination of Employment in a manner that would otherwise permit
Employee to exercise Employees Restricted Stocks after leaving employment by
the Corporation, Employee will nevertheless delay making any transactions in the
Corporations stock until such time as the Corporation has filed its next
succeeding quarterly (10-Q) or annual (10-K) financial filing, as applicable,
with the U. S. Securities and Exchange Commission.

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

KRISPY KREME DOUGHNUTS, INC.By:Title:EMPLOYEESignature:Printed
      Name:


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