EXHIBIT 10.3


EMPLOYMENT AGREEMENT 

     EMPLOYMENT AGREEMENT (“Agreement”) dated as of November 7,
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 Steven A. Lineberger
(the “Executive”). 

     The parties hereto agree as follows:


ARTICLE 1 

DEFINITIONS 

     SECTION
1.01. Definitions. For purposes of this
Agreement, the following terms have the meanings set forth below: 

     “Base Salary” has the meaning set forth
in Section 4.01. 

     “Board” means the Board of Directors of
the Company. 

     “Cause” shall mean (i) the Executive’s failure or refusal to perform the
Executive’s lawful and proper duties hereunder (other than as a result of total
or partial incapacity due to physical or mental illness or a court or
governmental order), (ii) the Executive’s conviction of or plea of
nolo contendere to any felony (other than a traffic infraction), (iii) an act or acts on
the Executive’s part constituting fraud, theft or embezzlement or that otherwise
constitutes a felony under the laws of the United States or any state thereof
which results or was intended to result directly or indirectly in gain or
personal enrichment by the Executive at the expense of the Companies, or (iv)
the Executive’s insubordination to the Companies’ most senior executive officer
or willful violation of any material provision of the code of ethics of the
Companies applicable to the Executive. In the case of any item described in the
previous sentence, the Executive shall be given written notice of the alleged
act or omission constituting Cause, which notice shall set forth in reasonable
detail the reason or reasons that the Board believes the Executive is to be
terminated for Cause, including any act or omission that is the basis for the
decision to terminate the Executive. In the case of an act or omission described
in clause (i) or (iv) of the definition of Cause, (A) if reasonably capable of
being cured, the Executive shall be given 30 days from the date of such notice
to effect a cure of such alleged act or omission constituting “Cause” which,
upon such cure to the reasonable satisfaction of the Board, shall no longer
constitute a basis for Cause, and (B) the Executive shall be given an
opportunity to make a presentation to the Board (accompanied by counsel or other
representative, if the Executive so desires) at a meeting of the Board held
promptly following such 30-day cure period if the Board intends to determine
that no cure has occurred. At or following such meeting, the Board shall
determine whether or not to terminate the Executive for “Cause” and shall notify
the Executive in writing of its determination and the effective date of such
termination (which date may be no earlier than the date of the aforementioned
Board meeting). 




     “Change in
Control” means any of the following
events:

     (a) the
acquisition by any Person of “beneficial ownership” (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of fifty percent (50%) or more of the
combined voting power of the Company’s then outstanding voting securities;
provided, however, that a Change in Control shall not be deemed to occur solely
because fifty percent (50%) or more of the combined voting power of the
Company’s then outstanding securities is acquired by (i) a trustee or other
fiduciary holding securities under one or more employee benefit plans maintained
by the Company or any of its Subsidiaries, or (ii) any Person, which,
immediately prior to such acquisition, is owned directly or indirectly by the
shareholders of the Company in the same proportion as their ownership of stock
in the Company immediately prior to such acquisition; 

     (b) consummation
of (i) a merger or consolidation involving the Company if the shareholders of
the Company, immediately before such merger or consolidation do not, as a result
of such merger or consolidation, own, directly or indirectly, more than fifty
percent (50%) of the combined voting power of the then outstanding voting
securities of the corporation resulting from such merger or consolidation in
substantially the same proportion as their ownership of the combined voting
power of the voting securities of the Company outstanding immediately before
such merger or consolidation, or (ii) a sale or other disposition of all or
substantially all of the assets of the Company other than to a Person which is
owned directly or indirectly by the shareholders of the Company in the same
proportion as their ownership of stock in the Company; 

     (c) a change in
the composition of the Board such that the individuals who, as of the Effective
Date, constitute the Board (such Board shall be hereinafter referred to as the
“Incumbent Board”) cease for any reason to constitute at least a majority of the
Board; provided, however, for purposes of this definition, that any individual
who becomes a member of the Board subsequent to the Effective Date whose
election, or nomination for election by the Company’s shareholders, was approved
by a vote of at least a majority of those individuals who are members of the
Board and who were also members of the Incumbent Board (or deemed to be such
pursuant to this proviso) shall be considered as though such individual were a
member of the Incumbent Board; provided further, however, that any such
individual whose initial assumption of office occurs as a result of either an
actual or threatened election contest (as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act, including any successor to
such Rule), or other actual or threatened solicitation or proxies or consents by
or on behalf of a Person other than the Board, shall not be so considered as a
member of the Incumbent Board; or 

     (d) approval by
shareholders of the Company of a complete liquidation or dissolution of the
Company. 

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     “Code” means the Internal Revenue
Code of 1986, as amended. 

     “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 Subsidiaries in connection with the business of the Company and
its Subsidiaries 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 the Executive; or (c) the disclosure of which is consented to in
writing by the Company.

     “Date of Termination” has the meaning
set forth in Section 5.07. 

     “Effective Date” has the meaning set
forth in Section 2.01. 

     “Employment Period” has the meaning set forth in Section 2.01.


     “Exchange Act” means the Securities
Exchange Act of 1934, as amended. 

     “Good Reason” shall mean (i) the failure of the Companies to pay any material amount
of compensation to the Executive when due hereunder, (ii) the Executive is no
longer the most senior domestic operations officer of (A) the Company or (B) in
the event of a merger, consolidation or other business combination involving the
Company, the successor to the Company’s business or assets or (C) if all or
substantially all of the voting stock of the Company is held by another public
company, such public company, (iii) the assignment to the Executive of any
duties or responsibilities materially inconsistent with the Executive’s status
under clause (ii) of this sentence or his failure at any time to report directly
to the most senior executive officer of the applicable company described in such
clause (ii), (iv) any failure by the Companies to maintain the Executive’s
principal place of employment and the executive offices of the Companies within
25 miles of the Winston-Salem, North Carolina area, (v) any material breach by
the Companies of this Agreement, or (vi) the term of the Employment Period
ending as a result of the Companies giving the Executive notice of nonextension
of the term of this Agreement in accordance with Section 5.01 solely at either
the end of the initial term or the end of the first, second or third one year
extensions of the term under Section 5.01 (but, for the avoidance of doubt, not
at the end of any further extension of the term); provided, however, that for
any of the foregoing to constitute Good Reason, the Executive must provide
written notification of his intention to resign within 60 days after the
Executive knows or has reason to know of the occurrence of any such event, and
the Companies shall have 30 days (10 days in the case of a material breach
related to payment of any amounts due hereunder) from the date of receipt of
such notice to effect a cure of the condition constituting Good Reason, and,
upon cure thereof by the Companies, such event shall no longer constitute Good
Reason. 

     “Notice of Termination” has the meaning
set forth in Section 5.06. 

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     “Permanent Disability” means the Executive becomes permanently disabled within the
meaning of the long-term disability plan of the Companies applicable to the
Executive, and the Executive commences to receive benefits under such plan.


     “Person” means an individual, a partnership, a corporation, a limited liability
company, an association, a joint stock company, an estate, a trust, a joint
venture, an unincorporated organization or a governmental entity or any
department, agency or political subdivision thereof. 

     “Reimbursable Expenses” has the meaning
set forth in Section 4.04. 

     “Securities Act” means the Securities
Act of 1933, as amended. 

     “Subsidiary” or “Subsidiaries” means, with respect to any Person, any corporation,
partnership, limited liability company, association or other business entity of
which (a) if a corporation, 50 percent or more of the total voting power of
shares of stock entitled (without regard to the occurrence of any contingency)
to vote in the election of directors, managers or trustees thereof is at the
time owned or controlled, directly or indirectly, by that Person or one or more
of the other Subsidiaries of that Person or combination thereof; or (b) if a
partnership, limited liability company, association or other business entity, 50
percent or more of the partnership or other similar ownership interests thereof
are at the time owned or controlled, directly or indirectly, by any Person or
one or more Subsidiaries of that Person or a combination thereof. For purposes
of this definition, a Person or Persons will be deemed to have a 50 percent or
more ownership interest in a partnership, limited liability company, association
or other business entity if such Person or Persons are allocated 50 percent or
more of partnership, limited liability company, association or other business
entity gains or losses or control the managing director or member or general
partner of such partnership, limited liability company, association or other
business entity. 

ARTICLE 2 

EMPLOYMENT 

     SECTION
2.01. Employment. The Executive is a current
employee of KKDC and a current officer of the Company. However, under this
Agreement, and beginning the Effective Date, both Companies shall employ the
Executive, and the Executive shall accept employment with the Companies, upon
the terms and conditions set forth in this Agreement for the new period
beginning November 7, 2007 (the “Effective
Date”) and ending as provided in Section 5.01
(the “Employment Period”). 

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ARTICLE 3 

POSITION AND DUTIES 

     SECTION
3.01. Position
and Duties. During the Employment Period, the
Executive shall serve as Senior Vice President and General Manager of U.S.
Company Operations of the Company reporting directly to the most senior
executive officer and shall be the Company’s most senior domestic
operations officer. During the Employment Period, the Executive also shall serve
as Senior Vice President and General Manager of U.S. Company Operations of KKDC
and shall be KKDC’s most senior domestic operations officer. The Executive shall
have such responsibilities, powers and duties as may from time to time be
prescribed by the Board or the most senior executive officer of the Companies;
provided
that such responsibilities, powers and duties are substantially consistent with
those customarily assigned to individuals serving in such position at comparable
companies or as may be reasonably required for the proper conduct of the
business of the Companies. During the Employment Period, the Executive shall
devote substantially all of his working time and efforts to the business and
affairs of the Company and its Subsidiaries. The Executive shall not directly or
indirectly render any services of a business, commercial or professional nature
to any other person or organization not related to the business of the Company
or its Subsidiaries, whether for compensation or otherwise, without the prior
approval of the Board; provided, however, the Executive may serve on the board
of directors of one for-profit corporation with the prior approval of the Board,
which will not be unreasonably withheld, and the Executive may serve as a
director of not-for-profit organizations or engage in other charitable, civic or
educational activities, so long as the activities described in this proviso do
not interfere with the Executive’s performance of his duties hereunder or result
in any conflict of interest with the Companies.


ARTICLE 4 

BASE SALARY AND BENEFITS 

     SECTION
4.01. Base
Salary. During the Employment Period, the
Executive will receive base salary from the Companies equal to $250,000 per
annum (the “Base Salary”). The Base Salary will be payable in accordance with the
normal payroll practices of the Companies. 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. After any such increase, the term “Base Salary” as used in this
Agreement will thereafter refer to the increased amount. 

     SECTION
4.02. Bonuses. In addition to Base Salary,
the Executive shall be eligible to be considered for an annual bonus, and the
Executive’s annual target bonus shall be equal to 40% of Base Salary. The
Compensation Committee of the Board and the Board shall set targets with respect
to and otherwise determine Executive’s bonus in accordance with the Company’s
then current incentive plans. 

     SECTION
4.03. Benefits. During the Employment
Period, the Executive shall be entitled to participate in all employee benefit,
perquisite and fringe benefit plans and arrangements made available by the
Companies to their executives and key management employees upon the terms and
subject to the conditions set forth in the applicable plan or arrangement. Such
benefits shall include medical, life and disability insurance provided in
accordance with the policies of the Companies. Executive shall be entitled to
four weeks of paid vacation annually during the Employment Period.

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     SECTION
4.04. Expenses. The Companies shall
reimburse the Executive for all reasonable expenses incurred by him in the
course of performing his duties under this Agreement which are consistent with
the Companies’ policies in effect from time to time with respect to travel,
entertainment and other business expenses (“Reimbursable Expenses”), subject to the Companies’ requirements with respect to
reporting and documentation of expenses.

ARTICLE 5 

TERM AND TERMINATION 

     SECTION
5.01. Term. The Employment Period will
terminate on November 7, 2010, unless sooner terminated as hereinafter provided;
provided, however, that the Employment Period will be automatically extended for
successive one-year periods following the original term ending November 7, 2010
until either the Companies, on the one hand, or the Executive, on the other
hand, at least 180 days prior to the expiration of the original term or any
extended term, shall give written notice to the other of their intention not to
so extend the Employment Period. 

     SECTION
5.02. Termination Due
to Death or Permanent Disability. If the
Employment Period shall be terminated due to death or Permanent Disability of
the Executive, the Executive (or his estate or legal representative) shall be
entitled solely to the following: (i) Base Salary through the Date of
Termination; and (ii) medical benefits as provided in Section 5.05 below. The
Executive’s entitlements under any other benefit plan or program shall be as
determined thereunder. In addition, promptly following any such termination, the
Executive (or his estate or legal representative) shall be reimbursed for all
Reimbursable Expenses incurred by the Executive prior to such termination.


     SECTION
5.03. Termination for
Good Reason or Without Cause. Except as
otherwise set forth in Section 5.09 below, if the Employment Period shall be
terminated (a) by the Executive for Good Reason, or (b) by the Companies not for
Cause, 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 one times the Base Salary,
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, payable as soon as practicable following such termination of
employment; and (iv) medical benefits as provided in Section 5.05 below. 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. Amounts described in clause (ii) above
will be payable in equal monthly installments for a period of 12 months
commencing on the first month anniversary of the Date of Termination, except, to
the extent required by Section 409A of the Code, amounts otherwise payable under
clause (ii) within six months after the Executive’s termination of employment
shall be deferred to and paid on the day following the six month anniversary of
such termination of employment. In addition, promptly following any such
termination, the Executive shall be reimbursed for all Reimbursable Expenses
incurred by the Executive prior to such termination.

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     SECTION
5.04. Termination for
Cause or Other Than Good Reason. If the
Employment Period shall be terminated (a) by the Companies for Cause, or (b) as
a result of the Executive’s resignation or leaving of his employment other than
for Good Reason, the Executive shall be entitled to receive solely Base Salary
through the Date of Termination and reimbursement of all Reimbursable Expenses
incurred by the Executive prior to such termination. The Executive’s rights
under the benefit plans and programs shall be as determined thereunder. A
voluntary resignation by the Executive shall not be deemed to be a breach of
this Agreement. 

     SECTION
5.05. Benefits.
If the Employment Period is terminated as a
result of a termination of employment as specified in Section 5.02, 5.03 or
5.09, the Executive and his covered dependents shall continue to receive medical
insurance coverage benefits from the Companies, with the same contribution
toward such coverage from the Executive or his estate, for a period equal to the
lesser of (x) eighteen months following the Date of Termination, or (y) until
the Executive is provided by another employer with benefits substantially
comparable to the benefits provided by the Companies’ medical plan. Furthermore,
in the event of Executive’s Permanent Disability, insurance benefits will
continue under the Companies’ long term disability plan in accordance with its
terms. 

     SECTION
5.06. Notice of
Termination. Any termination by the Companies
for Permanent Disability or Cause or without Cause or by the Executive with or
without Good Reason shall be communicated by written Notice of Termination to
the other party hereto. For purposes of this Agreement, a “Notice of
Termination” shall mean a notice which
shall indicate the specific termination provision in this Agreement relied upon
and shall set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of employment under the provision indicated.


     SECTION
5.07. Date of
Termination. “Date of Termination” shall mean (a) if
the Employment Period is terminated as a result of a Permanent Disability, five
days after a Notice of Termination is given, (b) if the Employment Period is
terminated as a result of his death, on the date of his death, and (c) if the
Employment Period is terminated for any other reason, the later of the date of
the Notice of Termination and the end of any applicable correction period.


     SECTION
5.08. No Duty to
Mitigate. The Executive shall have no duty to
seek new employment or other duty to mitigate following a termination of
employment as described in this Article 5, and no compensation or benefits
described in this Article 5 shall be subject to reduction or offset on account
of any subsequent compensation, other than as provided in Section
5.05.

7 




     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 1.25
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. 

ARTICLE 6 

CONFIDENTIAL INFORMATION 

     SECTION
6.01. Nondisclosure
and Nonuse of Confidential Information. The
Executive will not disclose or use at any time during or after the Employment
Period any Confidential Information of which the Executive is or becomes aware,
whether or not such information is developed by him, except to the extent he
reasonably believes that such disclosure or use is directly related to and
appropriate in connection with the Executive’s performance of duties assigned to
the Executive pursuant to this Agreement. Under all circumstances and at all
times, the Executive will take all appropriate steps to safeguard Confidential
Information in his possession and to protect it against disclosure, misuse,
espionage, loss and theft. Executive also agrees to execute and comply with such
other confidentiality agreements or provisions as required of executive officers
of the Company. 

8 




ARTICLE 7 

INTELLECTUAL PROPERTY 

     SECTION
7.01. Ownership of
Intellectual Property. In the event that the
Executive as part of his activities on behalf of the Companies generates,
authors or contributes to any invention, design, new development, device,
product, method of process (whether or not patentable or reduced to practice or
comprising Confidential Information), any copyrightable work (whether or not
comprising Confidential Information) or any other form of Confidential
Information relating directly or indirectly to the business of the Company or
its Subsidiaries as now or hereafter conducted (collectively, “Intellectual Property”), the Executive acknowledges that
such Intellectual Property is the sole and exclusive property of the Company and
its Subsidiaries and hereby assigns all right, title and interest in and to such
Intellectual Property to the Company or its designated Subsidiary. Any
copyrightable work prepared in whole or in part by the Executive during the
Employment Period will be deemed “a work made for hire” under Section 201(b) of
the Copyright Act of 1976, as amended, and the Company or its designated
Subsidiary will own all of the rights comprised in the copyright therein. The
Executive will promptly and fully disclose all Intellectual Property and will
cooperate with the Companies to protect their interests in and rights to such
Intellectual Property (including providing reasonable assistance in securing
patent protection and copyright registrations and executing all documents as
reasonably requested by the Companies, whether such requests occur prior to or
after termination of Executive’s employment hereunder). 

ARTICLE 8 

DELIVERY OF MATERIALS UPON TERMINATION
OF EMPLOYMENT 

     SECTION
8.01. Delivery of
Materials upon Termination of Employment. As
requested by the Companies from time to time, and upon the termination of the
Executive’s employment with the Companies for any reason, the Executive will
promptly deliver to the Companies all property of the Company or its
Subsidiaries, including, without limitation, all copies and embodiments, in
whatever form or medium, of all Confidential Information in the Executive’s
possession or within his control (including written records, notes, photographs,
manuals, notebooks, documentation, program listings, flow charts, magnetic
media, disks, diskettes, tapes and all other materials containing any
Confidential Information) irrespective of the location or form of such material
and, if requested by the Companies, will provide the Companies with written
confirmation that to the best of his knowledge all such materials have been
delivered to the Companies or destroyed. 



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ARTICLE 9 

NON-COMPETITION AND NONSOLICITATION


     SECTION
9.01. Noncompetition. The Executive acknowledges that, during his
employment with the Companies, he will become familiar with trade secrets and
other Confidential Information concerning the Company and its Subsidiaries and
his services will be of special, unique and extraordinary value to the
Companies. In addition, the Executive hereby agrees that at any time during the
Noncompetition Period (as defined below), he will not directly or indirectly
own, manage, control, participate in, consult with, become employed by or
otherwise render services to any business listed on Exhibit B hereto in the
Territory. During the Noncompetition Period, the Company shall have the right
to, in good faith, add other entities which are in substantial competition with
the Companies to the list of businesses on Exhibit B, subject to the consent of
the Executive which shall not be unreasonably withheld. Notwithstanding the
foregoing, if the Executive’s termination of employment occurs at the end of the
Employment Period due to the Companies giving written notice after the fifth
anniversary of the Effective Date pursuant to Section 5.01 of its intention not
to extend the Employment Period, this Section 9.01 will only apply if the
Companies elect and agree in writing to pay the Executive his Base Salary and
his annual target bonus in effect for the year during which his employment is
terminated for an additional one-year period following the termination of
employment, such amount to be payable in monthly installments over the
additional one-year period, except that, to the extent required by Section 409A
of the Code, amounts otherwise payable under this sentence within six months
after the Executive’s termination of employment shall be deferred to and paid on
the day following the six month anniversary of such termination of employment.
It shall not be considered a violation of this Section 9.01 for the Executive to
be a passive owner of not more than 2% of the outstanding stock of any class of
any corporation which is publicly traded, so long as the Executive has no active
participation in the business of such corporation. 

     SECTION
9.02. Nonsolicitation. The Executive hereby agrees that (a) during the
Nonsolicitation Period (as defined below), the Executive will not, directly or
indirectly through another Person, induce or attempt to induce any employee of
the Company or its Subsidiaries to leave the employ of the Company or its
Subsidiaries, or in any way interfere with the relationship between the Company
or its Subsidiaries and any person employed by them at any time during such
Nonsolicitation Period, and (b) during the Nonsolicitation Period, the Executive
will not induce or attempt to induce any customer, supplier, client or other
business relation of the Company or its Subsidiaries to cease doing business
with the Company or its Subsidiaries. 

     SECTION
9.03. Definitions. It is agreed that the “Territory,” for purposes
of this Article 9, shall mean: 

          (i) 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 Executive’s
employment with the Companies; 

          (ii) 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;

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          (iii) 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 Executive’s employment with the
Companies; 

          (iv) 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
Executive’s employment with the Companies; and 

          (v) 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. 

     It is
also agreed that “Noncompetition
Period,” for purposes hereof, shall mean:


          (i) the
Employment Period and a period ending one year after the Date of Termination;
and 

          (ii) In
the event that the preceding clause shall be determined by judicial action to
define too long a period to be enforceable, “Noncompetition Period” shall mean
the Employment Period and a period ending six months after the Date of
Termination. 

     It is
also agreed that “Nonsolicitation
Period,” for purposes hereof, shall mean:


          (i) the
Employment Period and a period ending two years after the Date of
Termination;

          (ii) In
the event that the preceding clause shall be determined by judicial action to
define too long a period to be enforceable, “Nonsolicitation Period” shall mean
the Employment Period and a period ending eighteen months after the Date of
Termination; 

          (iii) In the event that the preceding clauses shall be determined by judicial
action to define too long a period to be enforceable, “Nonsolicitation Period”
shall mean the Employment Period and a period ending one year after the Date of
Termination; and 

          (iv) In
the event that the preceding clauses shall be determined by judicial action to
define too long a period to be enforceable, “Nonsolicitation Period” shall mean
the Employment Period and a period ending six months after the Date of
Termination.

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ARTICLE 10 

EQUITABLE RELIEF 

     SECTION
10.01. Equitable
Relief. The Executive acknowledges that (a)
the covenants contained herein are reasonable, (b) the Executive’s services are
unique, and (c) a breach or threatened breach by him of any of his covenants and
agreements with the Companies contained in Sections 6.01, 7.01, 8.01 or Article
9 could cause irreparable harm to the Companies for which they would have no
adequate remedy at law. Accordingly, and in addition to any remedies which the
Companies may have at law, in the event of an actual or threatened breach by the
Executive of his covenants and agreements contained in Sections 6.01, 7.01, 8.01
or Article 9, the Companies shall have the absolute right to apply to any court
of competent jurisdiction for such injunctive or other equitable relief, without
the necessity to post bond, as such court may deem necessary or appropriate in
the circumstances. 

ARTICLE 11 

EXECUTIVE REPRESENTATION AND
INDEMNIFICATION 

     SECTION
11.01. Executive
Representation. The Executive hereby
represents and warrants to the Companies that (a) the execution, delivery and
performance of this Agreement by the Executive does not and will not conflict
with, breach, violate or cause a default under any contract, agreement,
instrument, order, judgment or decree to which the Executive is a party or by
which he is bound, (b) the Executive is not a party to or bound by any
employment agreement, noncompetition agreement or confidentiality agreement with
any other Person, and (c) upon the execution and delivery of this Agreement by
the Companies, this Agreement will be the valid and binding obligation of the
Executive, enforceable in accordance with its terms. Notwithstanding Section
11.02 below, in the event that any action is brought against Executive involving
any breach of any employment agreement, noncompetition agreement or
confidentiality agreement with any other Person, the Executive shall bear his
own costs incurred in defending such action, including but not limited to court
fees, arbitration costs, mediation costs, attorneys’ fees and disbursements.


     SECTION
11.02. General
Indemnification. The Companies, jointly and
severally, agree that if the Executive is made a party, or is threatened to be
made a party, to any action, suit or proceeding, whether civil, criminal,
administrative or investigative (each, a “Proceeding”), by reason of the fact
that he is or was a director, officer or employee of the Company or any of its
Subsidiaries or is or was serving at the request of the Company or any of its
Subsidiaries as a director, officer, member, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, including
service with respect to employee benefit plans, whether or not the basis of such
Proceeding is the Executive’s alleged action in an official capacity while
serving as a director, officer, member, employee or agent, the Executive shall
be indemnified and held harmless by the Companies to the fullest extent
permitted or authorized by applicable law and their bylaws, against all cost,
expense, liability and loss (including, without limitation, advancement of
attorneys’ and other fees and expenses) reasonably incurred or suffered by the
Executive in connection therewith. The Companies agree to use their best efforts
to maintain a directors’ and officers’ liability insurance policy covering the
Executive during the Employment Period and for at least four years thereafter to
the extent available on commercially reasonable terms.

12 




ARTICLE 12 

CERTAIN ADDITIONAL PAYMENTS 

     SECTION
12.01. Anything in this
Agreement to the contrary notwithstanding, in the event it shall be determined
that any payment, award, benefit or distribution (including, without limitation,
the acceleration of any payment, award, distribution or benefit) by the Company
or its Subsidiaries to or for the benefit of the Executive (whether pursuant to
the terms of this Agreement or otherwise, but determined without regard to any
additional payments required under this Article 12) (a “Payment”) would be subject
to the excise tax imposed by Section 4999 of the Code or any corresponding
provisions of state or local tax law, or any interest or penalties are incurred
by the Executive with respect to such excise tax (such excise tax, together with
any such interest and penalties, are hereinafter collectively referred to as the
“Excise Tax”), then the Executive shall be entitled to receive an additional payment
(a “Gross-Up Payment”) in an amount such that after payment by the Executive of
all taxes (including any Excise Tax, income tax or employment tax) imposed upon
the Gross-Up Payment and any interest or penalties imposed with respect to such
taxes, the Executive retains from the Gross-Up Payment an amount equal to the
Excise Tax imposed upon the Payments. The payment of a Gross-Up Payment under
this Section 12.01 shall not be conditioned upon the Executive’s termination of
employment. Notwithstanding the foregoing provisions of this Section 12.01, if
it shall be determined that the Executive is entitled to a Gross-Up Payment, but
that the portion of the Payments that would be treated as “parachute payments”
under Section 280G of the Code does not exceed the lesser of 110% of the Safe
Harbor Amount (as defined in the following sentence) or $200,000, then no
Gross-Up Payment shall be made to the Executive and the amounts payable under
this Agreement shall be reduced so that the Payments, in the aggregate, are
reduced to the Safe Harbor Amount. The “Safe Harbor Amount” is the greatest
amount of payments in the nature of compensation that are contingent on a Change
in Control for purposes of Section 280G of the Code that could be paid to the
Executive without giving rise to any Excise Tax. The reduction of the amounts
payable hereunder, if applicable, shall be made by first reducing the cash
payments under Article 5 hereof. For purposes of reducing the payments to the
Safe Harbor Amount, only amounts payable under this Agreement (and no other
Payments) shall be reduced. If the reduction of the amounts payable under this
Agreement would not result in a reduction of the Payments to the Safe Harbor
Amount, no amounts payable under this Agreement shall be reduced pursuant to
this Section 12.01. 

13 




     SECTION
12.02. Subject to the
provisions of Section 12.03, all determinations required to be made under this
Article 12, including the determination of whether a Gross-Up Payment is
required and of the amount of any such Gross-up Payment, shall be made by the
Company’s independent auditors or such other accounting firm agreed by the
parties hereto (the “Accounting
Firm”), which shall provide detailed
supporting calculations to the Companies within 15 business days after the
receipt of notice from the Companies that the Executive has received a Payment,
or such earlier time as is requested by the Companies, provided that any
determination that an Excise Tax is payable by the Executive shall be made on
the basis of substantial authority. The Companies will promptly provide copies
of such supporting calculations to the Executive on which the Executive may
rely. The initial Gross-Up Payment, if any, as determined pursuant to this
Section 12.02, shall be paid to the Executive (or for the benefit of the
Executive to the extent of the Companies’ withholding obligation with respect to
applicable taxes) no later than one day prior to the due date for the payment of
any Excise Tax. If the Accounting Firm determines that no Excise Tax is payable
by the Executive, it shall furnish the Companies with a written opinion that
substantial authority exists for the Executive not to report any Excise Tax on
his Federal income tax return and, as a result, the Companies are not required
to withhold Excise Tax from payments to the Executive. The Companies will
promptly provide a copy of any such opinion to the Executive on which the
Executive may rely. Any determination by the Accounting Firm meeting the
requirements of this Section 12.02 shall be binding upon the Companies and the
Executive. As a result of the uncertainty in the application of Section 4999 of
the Code at the time of the initial determination by the Accounting Firm
hereunder, it is possible that Gross-Up Payments which will not have been made
by the Companies should have been made (“Underpayment”), consistent with the
calculations required to be made hereunder. In the event that the Companies
exhaust their remedies pursuant to Section 12.03 and the Executive thereafter is
required to make a payment of any Excise Tax, the Accounting Firm shall
determine the amount of the Underpayment that has occurred, and any such
Underpayment shall be promptly paid by the Companies to or for the benefit of
the Executive. The fees and disbursements of the Accounting Firm shall be paid
by the Companies.  

14 




     SECTION
12.03. The Executive
shall notify the Companies in writing of any claim by the Internal Revenue
Service that, if successful, would require the payment by the Companies of a
Gross-Up Payment. Such notification shall be given as soon as practicable but
not later than ten business days after the Executive receives written notice of
such claim and shall apprise the Companies of the nature of such claim and the
date on which such Claim is requested to be paid. The Executive shall not pay
such claim prior to the expiration of the 30-day period following the date on
which it gives such notice to the Companies (or such shorter period ending on
the date that any payment of taxes with respect to such claim is due). If the
Companies notify the Executive in writing prior to the expiration of such period
that they desire to contest such claim, the Executive shall:

          (i) give the Companies any information reasonably requested by the Companies
relating to such claim, 

          (ii) take such action in connection with contesting such claim as the
Companies shall reasonably request in writing from time to time, including,
without limitation, accepting legal representation with respect to such claim by
an attorney reasonably selected by the Companies, 

          (iii) cooperate with the Companies in good faith in order effectively to
contest such claim, and 

          (iv) permit the Companies to participate in any proceedings relating to such
claim;

provided, however, that the Companies
shall bear and pay directly all costs and expenses (including additional
interest and penalties) incurred in connection with such contest and shall
indemnify and hold the Executive harmless, on an after-tax basis, for any Excise
Tax, income tax or employment tax, including interest and penalties with respect
thereto, imposed as a result of such representation and payment of costs and
expenses. Without limitation on the foregoing provisions of this Section 12.03,
the Companies shall control all proceedings taken in connection with such
contest and, at their sole option, may pursue or forgo any and all
administrative appeals, proceedings, hearings and conferences with the taxing
authority in respect of such claim and may, at their sole option, either direct
the Executive to pay the tax claimed and sue for a refund or contest the claim
in any permissible manner, and the Executive agrees to prosecute such contest to
a determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as the Companies shall
determine; provided, however, that if the Companies direct the Executive to pay
such claim and sue for a refund, the Companies shall advance the amount of such
payment to the Executive on an interest-free basis and shall indemnify and hold
the Executive harmless, on an after-tax basis, from any Excise Tax, income tax
or employment tax, including interest or penalties with respect thereto, imposed
with respect to such advance (except that if such a loan would not be permitted
under applicable law, the Companies may not direct the Executive to pay the
claim and sue for a refund); and further provided that any extension of the
statute of limitations relating to the payment of taxes for the taxable year of
the Executive with respect to which such contested amount is claimed to be due
is limited solely to such contested amount. Furthermore, the Companies’ control
of the contest shall be limited to issues with respect to which a Gross-Up
Payment would be payable hereunder and the Executive shall be entitled to settle
or contest, as the case may be, any other issue raised by the Internal Revenue
Service or any other taxing authority.

     SECTION
12.04. If, after the
receipt by the Executive of an amount advanced by the Companies pursuant to
Section 12.03, the Executive becomes entitled to receive any refund with respect
to such claim, the Executive shall (subject to the compliance by the Companies
with the requirements of Section 12.03) promptly pay to the Companies the amount
of such refund (together with any interest paid or credited thereon after taxes
applicable thereto). If, after the receipt by the Executive of an amount
advanced by the Companies pursuant to Section 12.03, a determination is made
that the Executive shall not be entitled to any refund with respect to such
claim and the Companies do not notify the Executive in writing of their intent
to contest such denial of refund prior to the expiration of 30 days after such
determination, then such advance shall be forgiven and shall not be required to
be repaid and the amount of such advance shall offset, to the extent thereof,
the amount of the Gross-Up Payment required to be paid. 

15 




ARTICLE 13 

MISCELLANEOUS 

     SECTION
13.01. Binding
Arbitration. The parties agree that, except
as provided in Articles 9 and 10 above, any disputes under this Agreement shall
be settled exclusively by arbitration conducted in Winston-Salem, North
Carolina. Except to the extent inconsistent with this Agreement, such
arbitration shall be conducted in accordance with the National Rules for the
Resolution of Employment Disputes of the American Arbitration Association then
in effect at the time of the arbitration and otherwise in accordance with
principles which would be applied by a court of law or equity. The arbitrator
shall be acceptable to both the Companies and the Executive. If the parties
cannot agree on an acceptable arbitrator, the dispute shall be decided by a
panel of three arbitrators, one appointed by each of the parties and the third
appointed by the other two arbitrators or if the two arbitrators do not agree,
appointed by the American Arbitration Association. The costs of arbitration
incurred by the Executive (or his beneficiaries) will be borne by the Companies
(including, without limitation, reasonable attorneys’ fees and other reasonable
charges of counsel) (i) if the arbitration occurs prior to a Change in Control,
if the Executive prevails on a majority of the material issues in the dispute,
and (ii) if the arbitration occurs after a Change in Control, if the Executive
prevails on at least one material issue in the dispute. Judgment upon the final
award rendered by such arbitrator(s) may be entered in any court having
jurisdiction thereof.

     SECTION
13.02. Consent to
Amendments; No Waivers. The provisions of
this Agreement may be amended or waived only by a written agreement executed and
delivered by the Companies and the Executive. No other course of dealing between
the parties to this Agreement or any delay in exercising any rights hereunder
will operate as a waiver of any rights of any such parties. 

     SECTION
13.03. Successors and
Assigns. All covenants and agreements
contained in this Agreement by or on behalf of any of the parties hereto will
bind and inure to the benefit of the respective successors, assigns, heirs,
executors and estates of the parties hereto whether so expressed or not,
provided that the Executive may not assign his rights or delegate his
obligations under this Agreement without the written consent of the Companies
(other than to his estate or heirs) and the Company may assign this Agreement
only to a successor to all or substantially all of the assets of the Company.


     SECTION
13.04. Severability. Whenever possible, each
provision of this Agreement will be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this Agreement
is held to be prohibited by or invalid under applicable law, such provision will
be ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of this Agreement. 

16 




     SECTION
13.05. Counterparts. This Agreement 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. 

     SECTION
13.06. Descriptive
Headings. The descriptive headings of this
Agreement are inserted for convenience only and do not constitute a part of this
Agreement. 

     SECTION
13.07. Notices. All notices, demands or other
communications to be given or delivered under or by reason of the provisions of
this Agreement will be in writing and will be deemed to have been given when
delivered personally to the recipient, two business days after the date when
sent to the recipient by reputable express courier service (charges prepaid) or
four business days after the date when mailed to the recipient by certified or
registered mail, return receipt requested and postage prepaid. Such notices,
demands and other communications will be sent to the Executive and to the
Companies at the addresses set forth below. 

	     If to the
      Executive:  	To the last
      address delivered to the Companies  
	  	by the Executive
      in the manner set forth herein.  
	  
	  
	  
	  
	     If to the
      Companies:  	Krispy Kreme
      Doughnuts, Inc.  
	  	Krispy Kreme
      Doughnut Corporation  
	  	Suite
      500  
	  	370 Knollwood
      Street  
	  	Winston-Salem,
      NC 27103  
	  
	  	Attn: Senior
      Vice President-Human Resources  



or to such other address or to the
attention of such other person as the recipient party has specified by prior
written notice to the sending party. 

     SECTION
13.08. Withholding. The Companies may
withhold from any amounts payable under this Agreement such federal, state,
local or foreign taxes as shall be required to be withheld pursuant to any
applicable law or regulation. 

     SECTION
13.09. No Third-Party
Beneficiary. This Agreement will not confer
any rights or remedies upon any person other than the Companies, the Executive
and their respective heirs, executors, successors and assigns. 

17 




     SECTION
13.10. Entire
Agreement. This Agreement (including any
other documents referred to herein) constitutes the entire agreement among the
parties and supersedes any prior understandings, agreements or
representations by or among the parties, written or oral, that may have related
in any way to the subject matter hereof. 

     SECTION
13.11. Construction. The language used in
this Agreement will be deemed to be the language chosen by the parties to
express their mutual intent, and no rule of strict construction will be applied
against any party. Any reference to any federal, state, local or foreign statute
or law will be deemed also to refer to all rules and regulations promulgated
thereunder, unless the context requires otherwise. 

     SECTION
13.12. Survival. Sections 6.01, 7.01, 8.01
and Articles 5, 9, 11, 12 and 13 will survive and continue in full force in
accordance with their terms notwithstanding any termination of the Employment
Period, and the Agreement shall otherwise remain in full force to the extent
necessary to enforce any rights and obligations arising hereunder during the
Employment Period. 

     SECTION
13.13. GOVERNING
LAW. ALL QUESTIONS CONCERNING THE
CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS AGREEMENT WILL BE GOVERNED BY
THE INTERNAL LAW OF NORTH CAROLINA, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF
LAWS. 

     SECTION
13.14. Section
409A. It is intended that this Agreement will
comply with Section 409A of the Code (and any regulations and guidelines issued
thereunder) to the extent the Agreement is subject thereto, and the Agreement
shall be interpreted on a basis consistent with such intent. If an amendment of
the Agreement is necessary in order for it to comply with Section 409A, the
parties hereto will negotiate in good faith to amend the Agreement in a manner
that preserves the original intent of the parties to the extent reasonably
possible. 

     SECTION
13.15. Representations
of the Companies. The Companies represent and
warrant that (i) the execution, delivery and performance of this Agreement by
the Companies has been fully and validly authorized by all necessary corporate
action, (ii) the officer(s) signing this Agreement on behalf of the Companies is
duly authorized to do so, (iii) the execution, delivery and performance of this
Agreement does not violate any applicable law, regulation, order, judgment or
decree or any agreement, plan or corporate governance document to which the
Companies are a party or by which they are bound, and (iv) upon execution and
delivery of this Agreement by the parties hereto, it will be a valid and binding
obligation of the Companies enforceable against the Companies and their
successors and assigns in accordance with its terms, except to the extent that
enforceability may be limited by applicable bankruptcy, insolvency or similar
laws affecting the enforcement of creditors’ rights generally. 

[remainder of page left intentionally
blank] 

18 




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


		KRISPY KREME
      DOUGHNUTS, INC.  
		  
		By:
      /s/ Daryl G. Brewster
		     Daryl G. Brewster  
		     Chief Executive Officer  
		  
		  
		KRISPY KREME
      DOUGHNUT CORPORATION  
		  
		By:
      /s/ Douglas R. Muir 
  
		     Douglas R. Muir  
		     Chief Financial Officer  
		  
		  
		EXECUTIVE  
		  
		     /s/ Steven A. Lineberger  
		     Steven A. Lineberger 




19