Exhibit 10.3 

[FORM OF]
KRISPY KREME DOUGHNUTS, INC.
RESTRICTED STOCK UNIT
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,
the Plan provides for the grant of “restricted stock,” which is defined in
Article 2(ee) of the Plan to include the right to receive shares of Common Stock
in the future; 

     WHEREAS,
under the definition of “restricted stock” in Article 2(ee) and the provisions
of Article 8 of the Plan, the issuance of restricted stock units, which are
rights to receive shares of stock at a specified time in the future and
following the lapse of applicable restrictions, is authorized; 

     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 stock units with respect to the
Common Stock of Krispy Kreme Doughnuts, Inc., 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 Employee of [_____] restricted stock units
(the “Restricted Stock Units”), 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 [_____] (“Grant Date”). Each Restricted
Stock Unit will entitle the Employee to receive one share of Common Stock at the
time, and subject to the conditions, set forth herein and in the Plan.


2. Restrictions 

     If
Employee remains employed, Employee shall become vested in the Restricted Stock
Units in [_____]
installments beginning on [_____], and continuing on the next [_____] anniversaries of such date (each
such date shall be a “Vesting Date”), all as set forth below: 



	Date
     	Number
      of
Units that
      Vest
on such
      Date  
  
	
	
	[        ]	[        ]
	[        ]	[        ]
	[        ]	[        ]
	[        ]	[        ]










     Any unvested Restricted Stock Units
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 Units will become
immediately vested in full. For purposes of this Agreement, employment with a
Subsidiary of the Corporation shall be considered employment with the
Corporation. 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.

3. Distribution of
Common Stock 

     The
Corporation shall, subject to Sections 8 and 25 below, distribute to Employee
(or his or her heirs in the event of Employee’s death) at the time of vesting of
the Restricted Stock Units (as provided in Sections 2 or 7 hereof), a number of
shares of Common Stock equal to the number of Restricted Stock Units then held
by Employee that became vested at such time. 

4. Rights and
Restrictions 

     The
Restricted Stock Units shall not be transferable, other than pursuant to will or
the laws of descent and distribution. Prior to vesting of the Restricted Stock
Units and delivery of the shares of Common Stock to Employee, Employee shall not
have any rights or privileges of a shareholder as to the shares of Common Stock
subject to the Restricted Stock Units. Specifically, Employee 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 the shares of
Common Stock. 

5. Certificates 

     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 Employee or other evidence of
ownership of such shares of Common Stock shall be provided to Employee, such as
tracking through book entry. 

6. Transfer of
Common Stock

     The
Common Stock delivered hereunder may be sold, assigned, pledged, hypothecated,
encumbered, or transferred or disposed of in any other manner, in whole or in
part, only in compliance with the terms, conditions and restrictions as set
forth in the governing instruments of the Corporation, applicable federal and
state securities laws or any other applicable laws or regulations and the terms
and conditions hereof. 




7. Change in
Control 

     In the
event of a “Change in Control,” the Restricted Stock Units 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. 

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 Units. Employee
acknowledges that he or she may incur substantial tax liability arising out of
the grant of Restricted Stock Units to him or her. 

     (b) The Corporation 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 required by any government to be withheld or otherwise deducted
and paid with respect to such Restricted Stock Units. 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 Common Stock having a market
value equal to 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 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 the minimum statutory tax
required to be withheld to satisfy the withholding requirement may be withdrawn
by the approval of the Committee. 

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.

     (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
Units 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 Units 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 Units 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 Restricted Stock Units or shares of Common Stock
subject thereto. Employee assumes full responsibility for all such tax
consequences and the filing of all tax returns Employee may be required to file
in connection therewith.

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

     (c) The agreements, representations, warranties and covenants made by
Employee herein with respect to the Restricted Stock Units shall also extend to
and apply to all of the shares of Common Stock
issued to Employee from time to time pursuant to the Restricted Stock Units.
Acceptance by Employee of any certificate representing shares of Common Stock
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. 

     (d) As
a condition to receiving this award, Employee agrees to abide by the
Corporation’s Equity Retention Policy, Compensation Recovery Policy and Stock
Ownership Guidelines, each as in effect from time to time and to the extent
applicable to Employee from time to time. 




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 conflict 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 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 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 Units. 

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 Units 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 Units 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 and its Subsidiaries,
including but not limited to service as an employee of the Corporation and its
Subsidiaries, as a non-employee member of the board of directors of the
Corporation, or as a consultant or advisor to the
Corporation and its Subsidiaries. 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, so long as there is
no interruption in the provision of service by Employee to the Corporation and
its Subsidiaries. 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.




23. [Forfeiture in
the Event of Competition and/or Solicitation or other Detrimental
Acts]1

     In return
for granting the Restricted Stock Units 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 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.

____________________
 
 1 Section 23 is only included in the Restricted Stock
Unit Agreement for persons holding the title of Senior Vice President or above
of the Corporation or of Krispy Kreme Doughnut Corporation, its wholly-owned
subsidiary. 




     (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 Units as of the date of such determination; and


     (ii) if
Employee has received a distribution of all or any part of the Common Stock
subject to the Restricted Stock Units 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 (A) the shares of Common Stock subject to the Restricted Stock
Units which have been distributed during such period (without the payment by the
Corporation of any consideration for such shares), if the Employee still owns
such shares, or (B) if the Employee no longer owns the Shares, an amount equal
to the Gain realized by the Employee with respect to the shares of Common Stock
subject to the Restricted Stock Units. For the purposes herein, “Gain” shall be
equal to the disposition price per share of any shares of Common Stock received
pursuant to the Restricted Stock Units 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 Employee does not otherwise
receive a tax credit or other form of reimbursement.

     (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. 

     (e) The Corporation may require Employee, in connection with the distribution
of Shares under the Restricted Stock Units, to certify in a manner acceptable to
the Corporation that Employee has not violated the terms of this Section 23 and
may decline to distribute such Shares if Employee fails so to certify. If
Employee is required to repay any amount 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 (as defined herein)) 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, 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) 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 Employee’s obligations hereunder. 

24. [Holding Period After
Resignation or Termination]2

     In return
for granting the Restricted Stock Units to Employee, Employee agrees that in the
event of Employee’s Termination of Employment, Employee will delay making any
transactions in the Corporation’s Common 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.

____________________
 
2 Section 24 is only included in the
Restricted Stock Unit Agreement for persons holding the title of Senior Vice
President or above of the Corporation or of Krispy Kreme Doughnut Corporation,
its wholly-owned subsidiary. 




25. Section
409A 

     It is
intended that this Agreement will comply with Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”) and any regulations and guidelines
promulgated thereunder (collectively, “Section 409A”), to the extent the
Agreement is subject thereto, and the Agreement shall be interpreted on a basis
consistent with such intent. The Agreement may be amended in any respect deemed
necessary by the Committee in order to preserve compliance with Section 409A of
the Code. Notwithstanding any provision to the contrary in this Agreement, if
Employee 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 Corporation 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
Section 409A payable on account of a “separation from service” that is required
to be delayed pursuant to Section 409A(a)(2)(B) of the Code (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 (6)-month
period measured from the date of Employee’s “separation from service,” or (ii)
the date of Employee’s death (the “Delay Period”). Upon the expiration of the
Delay Period, all payments delayed pursuant to this Section 25 shall be paid to
Employee 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 Section 409A, references to
Employee’s “termination of employment” (and corollary terms) with the
Corporation shall be construed to refer to Employee’s “separation from service”
(within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Corporation. No
action or failure to act pursuant to this Section 25 shall subject the
Corporation to any claim, liability, or expense, and the Corporation shall not
have any obligation to indemnify or otherwise protect Employee from the
obligation to pay any taxes, interest or penalties pursuant to Section
409A.

26. [Confidentiality]3


     Employee
agrees to maintain the existence and terms of this Agreement, including the
number of shares of Restricted Stock Units granted hereunder, as confidential,
and neither Employee nor any person acting on his or her behalf shall disclose
the terms of this Agreement to any third party, other than to Employee’s
attorney, accountant, members of Employee’s immediately family or as required by
law. In certain instances, the Corporation may be required by securities
regulations or other laws to disclose information about this award and even the
full content of this Agreement. In the event Employee breaches the terms of this
confidentiality provision, unvested shares of Restricted Stock Units granted
hereunder shall be immediately forfeited. 

____________________
 
3 Section 26 is not included in the Restricted
Stock Unit Agreement for Executive Officers/Section 16 reporting persons of the
Corporation. 




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



		KRISPY
      KREME DOUGHNUTS, INC.  
		 
		
		  
		By: 	   
		Title: 	   
		 
		 
		EMPLOYEE  
		 
		 
		    
		Signature:	 
		Printed
      Name:  	 







Exhibit A 

The following businesses, together with
their subsidiaries, are the businesses for purposes of this
Agreement:

Dunkin Brands Inc.
Tim Hortons,
Inc.
George Weston Limited
Interstate Bakeries Corporation
Flowers
Foods, Inc.
McKee Foods
Inc.
Starbucks