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

THIS AGREEMENT (the
“Agreement”) is made as of June 2, 2014, by and
between Krispy Kreme Doughnuts,
Inc., a North Carolina corporation
(the “Company”), and Anthony N. Thompson (the
“Participant”). 

W I T N E S S E T
H: 

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


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

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

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


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

1. Award of Restricted Stock Units 

This Agreement sets forth the
terms of an award to the Participant of 100,000
restricted stock units (the “Restricted
Stock Units” or the “Award”),
subject to, and in accordance with, the
restrictions, terms, and conditions set forth in the
Plan and this Agreement. The grant date
of this award of Restricted Stock Units is June 2, 2014
(the “Grant Date”). Each Restricted
Stock Unit will entitle the Participant
to receive one share of Common
Stock at the time, and subject to the
conditions, set forth herein and in the
Plan. 

2. Vesting of Award; Forfeiture 

If the
Participant remains employed by the
Company, the Participant shall
become vested in the Restricted Stock Units in four
installments beginning on June 2,
2015, and continuing on the next three
anniversaries of such date (each such
date shall be a “Vesting Date”), all as set
forth below: 


			Number of
			Restricted Stock
			Units that Vest
	Date	   	on Such
Date
	6/2/15		25,000
	6/2/16		25,000
	6/2/17		25,000
	6/2/18		25,000









Any unvested Restricted
Stock Units shall be automatically forfeited upon the Participant’s
Termination of Employment for any
reason (whether by the Company
or the Participant and whether voluntary or
involuntary) other than a Termination of Employment due to the Participant’s death or Disability, or a
Termination of Employment after
becoming Retirement Eligible, or as
provided in Section 7 herein in the
event of a Change in Control or as provided
pursuant to the terms of that certain Employment
Agreement dated as of May 13, 2014 between the
Company, Krispy Kreme Doughnut
Corporation and the Participant (the “Employment
Agreement”). In the event (a) of a
Termination of Employment of the
Participant due to his or her death or
Disability, or (b) the Participant
becomes Retirement Eligible, his or
her Restricted Stock Units shall
become immediately vested in full,
provided, however, that distribution of
the shares of Common Stock subject to
such Restricted Stock Units shall be made
only as provided in Section 4 herein. For
purposes of this Agreement, employment with a Subsidiary or other
Affiliate of the Company shall be
considered employment with the
Company. Unless otherwise provided
by the Committee, all amounts
receivable in connection with any
adjustments to the Common Stock under Section 4.4
of the Plan shall be subject to the
vesting schedule in this Section 2. For
clarity, the terms of the Employment Agreement relating to the Award
are hereby incorporated by reference
and made a part of this Agreement.

3. No Rights as a Shareholder 

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

4. Distribution of Common Stock 

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

2 







5. Certificates


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

6. Nontransferability 

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

7. Change in
Control 

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

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

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

3 







8. Taxes and Withholding 

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

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

9. Amendment of
Agreement 

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

10. Severability 

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

4 







11. Notices


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

12. Successors and
Assigns 

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


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

13. Agreement to be
Bound by Plan 

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


14. Plan Controls


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

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


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

5 







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

16. Covenants and Representations of Participant


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

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


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

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

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

6 







17. Governing Law 

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


18. Waiver


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

19. Limitation of Liability 

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

20. Entire
Agreement 

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


21. Authority of Committee 

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

22. Definitions


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

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

7 







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


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

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

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

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

8 







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


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

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


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

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

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

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


9 







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

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


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

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

(iv) “Territory” means: 

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

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

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

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

10 







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

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

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

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


11 







24. Code Section 409A 

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

[Signature Page to
Follow] 

12 







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


	 	KRISPY KREME
      DOUGHNUTS, INC.
		 	
		 	
		By:	/s/ Douglas R. Muir
		Title:	Chief Financial Officer
		  
		 
		PARTICIPANT
		 
		 
		Signature:	/s/ Anthony N. Thompson
		Printed
      Name:  	Anthony N.
  Thompson



13 







Exhibit
A 

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

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

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

The Company reserves the
right to modify or amend this Exhibit A at any time and
from time to time.