ex10_1.htm


     

     

     

    Exhibit
      10.1

     

    AMENDMENT
      TO

    EMPLOYMENT
      AGREEMENT

     

    AMENDMENT
      TO EMPLOYMENT AGREEMENT (“Amendment”) dated as of November 8,
      2007 among Krispy Kreme Doughnut Corporation, a North Carolina corporation
      (“KKDC”), Krispy Kreme Doughnuts, Inc., a North Carolina
      corporation (the “Company” and, together with KKDC, the
“Companies”), and Douglas R. Muir (the
“Executive”).

     

    WHEREAS,
      the Companies and the Executive entered into an Employment Agreement dated
      as of
      April 23, 2007 (the “Agreement”);

     

    WHEREAS,
      the parties hereto wish to amend the Agreement as set forth herein;

     

    NOW,
      THEREFORE, in consideration of the mutual covenants herein contained, the
      Companies and the Executive hereby agree as follows:

     

    1.  The
      third
      sentence of Section 4.01 of the Agreement is amended to read in its
      entirety as follows:

     

    “Annually
      during the Employment Period the Company shall review with the Executive his
      job
      performance and compensation, and if deemed appropriate by the Board or its
      Compensation Committee, in their discretion, the Executive’s Base Salary may be
      increased but not decreased.”

     

    2.  Section 5.03
      of the Agreement is amended to add the following at the beginning of the first
      sentence thereof:

     

    “Except
      as otherwise set forth in Section 5.09 below,”

     

    3.  Section
      5.03 of the Agreement is also amended by deleting the following
      therefrom:  “(i) if such termination of employment is within two years
      after a Change in Control, such payments shall be made in a lump sum upon such
      termination of employment, and (ii)” and inserting a comma in its
      place.

     

    4.  Section 5.05
      of the Agreement is amended by deleting “Section 5.02 or 5.03” therefrom and
      inserting “Section 5.02, 5.03 or 5.09” in its place.

     

    5.  Section 5.09
      of the Agreement is amended to read in its entirety as follows:

     

    “SECTION
      5.09  Termination for Good Reason or Without Cause Following a
      Change in Control.  If the Employment Period shall be terminated
      within two years after a Change in Control (a) by the Executive for Good Reason,
      or (b) by the Companies not for Cause, then Executive’s compensation and
      benefits

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    upon
      termination shall be governed by this Section 5.09 instead of the provisions
      of
      Section 5.03 above, and, provided the Executive has executed an irrevocable
      (except to the extent required by law, and to the extent required by law to
      be
      revocable, has not revoked) general release of claims, in the form attached
      hereto as Exhibit A, the Executive shall be entitled solely to the following:
      (i) Base Salary through the Date of Termination; (ii) an amount equal to two
      times the sum of his Base Salary and his target annual bonus for the year of
      termination, provided that, the Executive shall be entitled to any unpaid
      amounts only if the Executive has not breached and does not breach the
      provisions of Sections 6.01, 7.01, 8.01 or 9 below; (iii) a bonus for the year
      of termination of employment equal to the Executive’s target annual bonus for
      such year pro rated for the number of full months during the bonus year prior
      to
      such termination of employment; and (iv) medical benefits as provided in Section
      5.05. The Executive’s entitlements under any other benefit plan or program shall
      be as determined thereunder, except that duplicative severance benefits shall
      not be payable under any other plan or program.   In addition,
      promptly following any such termination, the Executive shall be reimbursed
      for
      all Reimbursable Expenses incurred by the Executive prior to such
      termination.  The amounts due under clauses (i), (ii) and (iii) of
      this Section 5.09 shall be paid in a lump sum upon
      termination of employment.”

     

    6.  The
      reference to “Section 5.03” in Section 12.01 of the Agreement is changed to
“Article 5 hereof.”

     

    7.  Except
      as
      set forth herein, the Agreement shall continue in full force and effect in
      accordance with its terms.

     

    8.  All
      questions concerning the construction, validity and interpretation of this
      Amendment and the Agreement will be governed by internal law of the State of
      North Carolina, without regard to principles of conflict of laws.

     

    9.  This
      Amendment may be executed simultaneously in two or more counterparts, any one
      of
      which need not contain the signatures of more than one party, but all of which
      counterparts taken together will constitute one and the same
      agreement.

     


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
      date
      and year first above written.

     

    


    
      	
              KRISPY
                KREME DOUGHNUT CORPORATION

            
	 
	 
	
              By:  /s/
                Sandra K. Michel        

            
	
              Printed
                Name:  Sandra K. Michel

            
	
              Title:  General
                Counsel

            
	 
	 
	
              KRISPY
                KREME DOUGHNUTS, INC.

            
	 
	
              By:  /s/
                Daryl G. Brewster        

            
	
              Printed
                Name:  Daryl G. Brewster

            
	
              Title:  Chief
                Executive Officer

            
	 
	
              /s/
                Douglas R. Muir            

            
	
              Douglas
                R. Muir

            


    

    


     

     

     

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