2012 STOCK INCENTIVE
PLAN 
KRISPY KREME DOUGHNUTS, INC.
INCENTIVE STOCK OPTION AGREEMENT


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

WITNESSETH:


WHEREAS, the Board of
Directors and shareholders of the Company have approved the Krispy Kreme
Doughnuts, Inc. 2012 Stock Incentive Plan (the “Plan”), for the purposes of and
subject to the provisions set forth in the Plan; 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 an incentive stock option to purchase shares of
Common Stock of the Company, as set forth below; and 

WHEREAS, this Agreement
evidences the grant of such option pursuant to 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. Summary of
Grant 

Number of Shares:
78,288 
Option Price: $19.00 
Date of
Grant: June 2, 2014 
Expiration Date: June 2,
2024 

2. Grant of
Option 

This Agreement sets forth
the terms of an incentive stock option (the “Option”) granted to the Participant
to purchase from the Company, during the period specified in Sections 3 and 4 of
this Agreement, a total of 78,288 shares of Common Stock (the “Shares”), at the
purchase price of $19.00 per share (the “Option Price”), in accordance with
the terms and conditions stated in this Agreement. To the extent that the Option
is designated as an incentive stock option and such Option or portion thereof
does not qualify as an incentive stock option, the Option or portion thereof
shall be treated as a nonqualified stock option. 

3. Vesting and
Exercise of Option 

(a) The Option shall vest
and become exercisable in increments in accordance with the schedule set forth
below, provided that the Option shall vest and become exercisable with
respect to an increment as specified only if the Participant has not incurred a
Termination of Employment prior to the vesting date with respect to such
increment:







(i) no portion of the
Option shall vest or become exercisable prior to the first anniversary of the Grant
Date; 

(ii) on the first
anniversary of the Grant Date, the Option shall vest and become exercisable with
respect to 25% of the number of Shares subject to the Option (as indicated in
Section 1); 

(iii) on the second
anniversary of the Grant Date, the Option shall vest and become exercisable with
respect to an additional 25% of the number of Shares subject to the Option (for
a total of 50% of the number of Shares subject to the Option); 

(iv) on the third
anniversary of the Grant Date, the Option shall vest and become exercisable with
respect to an additional 25% of the number of Shares subject to the Option (for
a total of 75% of the number of Shares subject to the Option); and 

(v) on the fourth
anniversary of the Grant Date, the Option shall vest and become exercisable with
respect to the remaining 25% of the number of Shares subject to the Option (for
a total of 100% of the number of Shares subject to the Option). 

(b) Notwithstanding the
vesting provisions described above, the Option shall vest and become exercisable
with respect to 100% of the Shares upon the Participant’s Termination of
Employment if the Participant’s Termination of Employment is due to his or her
Retirement, death or Disability or as may otherwise be 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”), the terms of which Employment Agreement are hereby incorporated by
reference and made a part of this Agreement.

(c) In addition, the
following provisions shall apply in the event of a Change in Control (except to
the extent otherwise provided in the Employment Agreement):

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

(ii) Further, in the event
that the Option is substituted, assumed or continued, the Option will become
vested and exercisable 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 (A) is by the
Company not for Cause or (B) is by the Participant for Good Reason. In the event
that vesting of the Option is accelerated as a result of a Termination of
Employment related to a Change in Control as provided herein, the Committee or
the Board of Directors, in its discretion, may send the Participant prior
written notice of the effectiveness of such event and the last day on which the
Participant may exercise the Option. In such event, the Participant may, upon
compliance with all of the terms of this Agreement and the Plan, purchase any or
all of the Shares with respect to which the Option is vested and exercisable on
or prior to the last day specified in such notice, and, to the extent the Option
is not exercised, it shall (unless the Committee or the Board of Directors
determines otherwise) terminate at 5:00 P.M., Winston-Salem, North Carolina
time, on the last day specified in such notice. If no such notice is given, the
Option shall terminate as provided in Section 4(f) herein. For the purposes
herein, (X) “Good Reason” shall have the meaning set forth in Section 21(c) of
the Agreement; and (Y) “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.

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The schedule set forth
above is cumulative, so that Shares as to which the Option has become vested and
exercisable pursuant to the provisions above may be purchased pursuant to
exercise of the Option at any date subsequent to vesting but prior to
termination of the Option. The Option may be exercised at any time and from time
to time to purchase up to the number of Shares as to which it is then vested and
exercisable. 

4. Termination
of Option 

Unless adjusted by the
Committee in its sole discretion or as otherwise provided in the Plan, the
Option shall remain exercisable as specified in Section 3 above until 5:00 p.m.,
Winston-Salem, North Carolina time, on the earliest to occur of the dates
specified below, upon which date the Option shall terminate: 

(a) the date all of the
Shares are purchased pursuant to the terms of this Agreement; 

(b) upon the expiration of
three months following the Participant’s Termination of Employment for any
reason other than his or her Retirement, death, Disability, or for Cause;


(c) upon the expiration of
360 days following the Participant’s Termination of Employment on account of his or her
Disability; 

(d) upon the expiration of
360 days following the Participant’s Termination of Employment on account of his or her
death; 

(e) immediately upon the
Participant’s Termination of Employment for Cause; 

(f) on the last date
specified in the notice described in Section 3 above in the event of a
Termination of Employment by the Participant for Good Reason or by the Company
other than for Cause within six months before or two years after the effective
date of a Change in Control; provided that, if no such notice is given, the
Option shall terminate on the one year anniversary of the date of the
Participant’s Termination of Employment; 

(g) on the ten year
anniversary of the Grant Date (the “Expiration Date”); or 

(h) on the ten year
anniversary of the Grant Date in the event of the Participant’s Termination of
Employment on account of Retirement.


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Upon its termination, the
Option shall have no further force or effect and the Participant shall have no
further rights under the Option or to any Shares which have not been purchased
pursuant to the prior exercise of the Option. 

5. Manner of
Exercise of Option 

(a)
Exercise. The Option may be exercised only by (i) the
Participant’s delivery of a written notice of exercise to the Company, setting
forth the number of Shares with respect to which the Option is to be exercised
and (ii) the payment to the Company, pursuant to the terms of this Agreement, of
an amount equal to the Option Price multiplied by the number of Shares being
purchased as specified in the Participant’s notice of exercise (the “Purchase
Price”). The Participant’s notice of exercise shall be given in the manner
specified in Section 10 but any exercise of the Option shall be effective only
when the items required by the preceding sentence are actually received by the
Company. The notice of exercise shall be in the form attached to this Agreement
or in another form provided by the Company. Notwithstanding anything to the
contrary in this Agreement, the Option may be exercised only if compliance with
Applicable Law can be effected, with the Committee being the final arbitrator
thereof, in its sole and absolute discretion, in the event of any dispute
between the Company and the Participant with regard to the interpretation of
such laws. 

(b) Form of
Payment. Payment of the Purchase Price may be made by (i) cash or
cash equivalent; (ii) authorizing a third party to sell a portion of the Shares
acquired upon exercise of the Option and remit to the Company a sufficient
portion of the sales proceeds to pay the full Purchase Price (that is, a
broker-assisted “cashless exercise”); (iii) unless prohibited by the Committee,
by tendering previously acquired Shares having an aggregate Fair Market Value at
the time of exercise equal to the Option Price or portion thereof, (iv) unless
prohibited by the Committee, by withholding Shares subject to the Option having
an aggregate Fair Market Value at the time of exercise equal to the Option Price
or portion thereof, or (v) combining the above methods. 

(c) Issuance
and Delivery of Shares. As soon as practicable following receipt
of such notice of exercise and payment, the Company shall notify the Participant
of any payment required under subsection (d) below. The Company shall deliver a
certificate or certificates for the Shares to the Participant (or provide other
evidence of ownership of the Shares, such as tracking through book entry) as
soon as practicable after the Participant has made any payment required under
subsection (d) below. Shares issued pursuant to the exercise of the Option will
be issued only in the name of the Participant and may not be transferred into
the name of any agent of or nominee for Participant until such time as the
Participant has complied with the terms of this Agreement. 

(d) Taxes and
Withholding. 

(i) The Participant shall
be responsible for all federal, state, local, and foreign income taxes payable
with respect to the Option and the exercise thereof. The Participant
acknowledges that he or she may incur substantial tax liability arising out of
the exercise of the Option 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. 

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(ii) The Company shall have
the power and right to deduct or withhold, or require the Participant to remit
to the Company in cash, an amount sufficient to satisfy federal, state, local,
and foreign taxes (including but not limited to the Participant’s FICA
obligation), if any, required by law to be withheld with respect to any taxable
event arising in connection with the Option. In lieu of the payment specified in
this paragraph, the Participant may satisfy the obligation, in whole or in part,
by the methods specified in subsection (b)(i) and (ii) above. 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 with a Fair Market Value equal to (but not in excess of) the minimum
statutory tax required to be withheld. The right to satisfy this obligation by
cashless exercise or the withholding of Shares may be withdrawn by the approval
of the Committee.

(e) Delay In
Issuance of Shares. Anything in this Agreement to the contrary
notwithstanding, if, at any time specified herein for the issuance of Shares to
the Participant, any law, or any regulation or requirement of the Securities and
Exchange Commission or other governmental authority having jurisdiction over such
matter shall require either the Company or the Participant to take any action in
connection with the Shares then to be issued, the issuance of such Shares shall
be deferred until such action shall have been taken; the Company shall be under
no obligation to take such action; and the Company shall have no liability
whatsoever as a result of the non-issuance of such Shares, except to refund to
the Participant any consideration tendered in respect of the Purchase Price.


(f) Stop
Transfer Instructions. The Company may impose stop-transfer
instructions with respect to any Shares (or other securities) subject to any
restriction set forth in this Agreement until the restriction has been satisfied
or terminates. 

6.
Nontransferability 

To the extent that the
Option is designated as an incentive stock option, the Option shall not be
transferable (including by sale, assignment, pledge, or hypothecation) other
than by will or the laws of intestate succession, or, in the Committee’s
discretion, as may otherwise be permitted in accordance with Treas. Reg. Section
1.421-1(b)(2) or Treas. Reg. Section 1.421-2(c) or any successor provisions
thereto. To the extent that the Option is treated as a nonqualified stock
option, the Option shall not be transferable (including by sale, assignment,
pledge, or hypothecation) other than by will or the laws of intestate
succession, except for transfers without consideration if and to the extent
permitted by the Committee in a manner consistent with the registration
provisions of the Securities Act. Except as may be permitted by the preceding
sentences, the Option shall be exercisable during the Participant’s lifetime
only by the Participant or his or her guardian or legal representative. The
designation of a beneficiary in accordance with the Plan does not constitute a
transfer. 

7. No Rights as a
Shareholder 

The Participant shall not
have any rights as a shareholder with respect to the Shares subject to his or
her Option until the issuance of such Shares to the Participant pursuant to the
exercise of the Option.

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8. 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
other Affiliate shall continue to employ the Participant, nor shall this
Agreement affect in any way the right of the Company, any Subsidiary, or other
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 acknowledges and agrees that the Participant’s employment or other
service to the Company, any Subsidiary, or other Affiliate is “at will.” The
Participant acknowledges and agrees that the award and acceptance of the Option
pursuant to this Agreement does not entitle the Participant to future grants
under the Plan or any other plan. 

(b) The Company may impose
such restrictions on the Option, the Shares, and any other benefits underlying
the Option 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, 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 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 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 Option hereunder in such form
as may be prescribed from time to time by Applicable Law or as may be advised by
legal counsel. 

9. 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 Option may be transferred by will, the
applicable laws of intestate succession, or otherwise in accordance with the
terms of the Plan. 

10.
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.

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11. 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 Option and the Shares 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 Option and the Shares
other than as set forth in this Agreement and in the Plan. 

12. 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,
Code Section 422, and federal securities laws).


13. 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. 

14. 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. 

15. Plan Controls


This Agreement and the
Option 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. 

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16. Agreement to
be Bound by Plan

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

17. 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. 

18. 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
Option or the Shares. The Participant assumes full responsibility for all such
tax consequences and the filing of all tax returns and elections the Participant
may be required or find desirable to file in connection therewith.

(b) The Participant will
not distribute or resell any Shares (or other securities) issuable upon exercise
of the Option granted hereby 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 Option shall also extend and apply to all of the Shares issued to
the Participant from time to time pursuant to exercise of the Option. Acceptance
by the Participant of any certificate representing the Shares (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.

19. Limitation
of Liability 

The liability of the
Company under this Agreement and in the award of the Option 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 any others may incur in connection with or arising out of any
transaction involving the Option or the Shares. 

8







20. 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. 

21.
Definitions 

(a)
“Retirement” shall mean the Participant’s Termination
of Employment at 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 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. 

(c) “Good
Reason” shall have the meaning assigned 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 the 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. 

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

In return for granting the
Option 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; 

(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. 

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(c) If the Committee
determines that the Participant has violated any provisions of this Section 22
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
Option or underlying Shares as of the date of such determination; and


(ii) if the Participant has
exercised all or any part of the Option within the twelve-month period
immediately preceding a violation of this Section 22 or termination of the
Participant’s employment for Cause, upon the Company’s demand, the Participant
shall immediately deliver to the Company (A) any Shares acquired upon exercise
of the Option, if the Participant still owns the Shares (at which time the
Company will deliver to the Participant an amount equal to the Purchase Price
for such Shares), or (B) if the Participant no longer owns the Shares, an amount
equal to the Gain realized by the Participant upon such exercise. For the
purposes herein, “Gain” shall be equal to the disposition price per Share of any
Shares sold or disposed of, multiplied by the number of Shares sold or disposed
of, minus the Purchase Price paid for the Shares, 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. 

(d) Definitions. For
purposes of this Section 22, 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 the 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;


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(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 

(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 exercise of the Option, to certify in a
manner acceptable to the Company that the Participant has not violated the terms
of this Section 22 and may decline to give effect to such exercise if the
Participant fails so to certify. If the Participant is required to repay any
Gain to the Company pursuant to this Section 22, 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 22.


(f) The Participant
acknowledges and agrees that the period, scope, and geographic areas of
restriction imposed upon the Participant by the provisions of Section 22 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, Section 22, is held to be unenforceable or invalid, the remaining
parts of Section 22 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 22 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. 

12







23.
Reserved. 

24. Limitation
on Incentive Stock Options.

In no event shall there
first become exercisable by the Participant in any one calendar year incentive
stock options granted by the Company or any Parent or Subsidiary with respect to
shares having an aggregate Fair Market Value (determined at the time an
incentive stock option is granted) greater than $100,000. To the extent that any
incentive stock option is first exercisable by the Participant in excess of such
limitation, the excess shall be considered a nonqualified stock option.


25. Notice of
Disposition. 

To the extent that the Option
is designated as an incentive stock option, if shares of Common Stock acquired
upon exercise of the Option are disposed of within two years following the date
of grant or one year following the transfer of such shares to the Participant
upon exercise, the Participant shall, promptly following such disposition,
notify the Company in writing of the date and terms of such disposition and
provide such other information regarding the disposition as the Committee may
reasonably require. 

[Signature Page to
Follow] 

13







IN WITNESS WHEREOF, the
Company and the Participant have executed this Agreement hereto as of the day
and year first above written. 


	KRISPY KREME DOUGHNUTS,
  INC.



	By:	 /s/ Douglas R.
Muir


	Title:	 Chief Executive
  Officer



	PARTICIPANT



	Signature:	 /s/ Anthony N.
  Thompson


	Printed Name:	 Anthony N.
Thompson




14 







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. 

15







STOCK OPTION EXERCISE
FORM

This form must be completed
and returned to Krispy Kreme’s Chief Financial Officer on or before 1:00 p.m.
Winston-Salem, North Carolina time on date of exercise.

SECTION
I

	NAME
      (please print):	SOCIAL SECURITY NO.:
	 	 
	HOME
      ADDRESS:	WORK
      ADDRESS:
	 	
	HOME
      TELEPHONE:	WORK
      TELEPHONE:



SECTION II: I wish to
exercise the following options:

	A	B	C	D
		NUMBER OF	EXERCISE	TOTAL PURCHASE PRICE:
	GRANT DATE	OPTIONS	PRICE	(COLUMN B x COLUMN C)
	 			
	 			
	 			
	 			
	TOTAL			



	SECTION III		SECTION IV
	I elect to pay for my shares (check
    one):	     	I elect to pay my taxes on this transaction
      (check one):
		 
	o	  	Broker assisted Cashless Exercise		o	  	Sell
      shares to cover taxes (Broker assisted 
Cashless Exercise)
		 			 	 	
	o		Cash
      Purchase by Check (payable to 
Krispy Kreme Doughnuts, Inc.)	 	o		Check (payable to Krispy Kreme Doughnuts,
      Inc.)
		 			o		Share withholding
	o		Share delivery				
		 					
	o		Share withholding				



	Signature	     	Date of Exercise



	Return	KRISPY KREME DOUGHNUTS, INC.
	form
      to:	
		ATTN: Chief Financial
      Officer
		370
      Knollwood Street
		Winston-Salem, NC 27103
		Phone:
336-725-2981



16