Exhibit 10.1


EMPLOYMENT
AGREEMENT 

THIS EMPLOYMENT AGREEMENT
(“Agreement”), dated effective as of August 17, 2015, is
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 Thomas
Kuharcik (the “Executive”). 

The parties hereto agree as
follows: 

ARTICLE 1 

DEFINITIONS 

SECTION 1.01. Definitions. For purposes
of this Agreement, in addition to other terms defined herein, 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 (a) the Executive’s failure or refusal to perform the
Executive’s lawful and proper duties, to the extent material, hereunder (other
than as a result of total or partial incapacity due to physical or mental
illness or a court or governmental order), (b) the Executive’s conviction of or
plea of nolo
contendere to any felony (other
than a traffic infraction), (c) 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 (d) 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 or the Executive’s willful breach of a material term
of the Agreement (as determined by the Board or the Committee). 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 (a) or (d) of the definition of
Cause, (i) if reasonably capable of being cured, the Executive shall be given
thirty (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
(ii) 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 thirty (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). For purposes of this Agreement, no act or failure
to act shall be considered “willful” unless it is done, or omitted to be done,
by Executive in bad faith or without a reasonable belief that Executive’s action
or omission was in the best interests of KKDC or the Company. 







“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) the
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, or other actual or threatened
solicitation of 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) the
approval by shareholders of the Company of a complete liquidation or dissolution
of the Company;

provided, however, that, if and to
the extent required under Section 409A of the Code or any regulations and
guidelines promulgated thereunder (collectively, “Section 409A”), an event will be treated as a “Change in
Control” for purposes of this Agreement only if it is also a “change in control
event” (as defined in Treas. Reg. Section 1.409A-3(i)(5)) with respect to the
Company. 

2 







“Code” means the Internal Revenue Code of 1986, as amended, and any related
regulations or other guidance. 

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

“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 the occurrence of any of the following without the
Executive’s consent: (a) a reduction in the Executive’s Base Salary or a
material reduction in the Executive’s annual target bonus opportunity (other
than a reduction in bonus opportunities that applies to the executive officers
of the Company generally; and for the avoidance of doubt, a failure to attain
performance or other objectives, as determined in the discretion of the Board
and/or Committee, shall not, alone, constitute Good Reason), (b) the Executive
is no longer the most senior supply chain operations (i) both the Company and
KKDC or (ii) in the event of a merger, consolidation or other business
combination involving the Company, the successor to the Company’s business or
assets or (iii) if all or substantially all of the voting stock of the Company
is held by another company, such company, (c) the assignment to the Executive of
any duties or responsibilities materially inconsistent with the Executive’s
status under clause (b) of this sentence or his failure at any time to report
directly to the Chief Executive Officer or to the most senior executive officer
of the applicable company described in clause (b), (d) 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, (e) any material breach by the Companies of this Agreement, or
(f) 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 sixty (60)
days after the Executive knows or has reason to know of the occurrence of any
such event, and the Companies shall have thirty (30) days (ten (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. 

3 







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


“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
(50%) 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 (50%) 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 (50%) or
more ownership interest in a partnership, limited liability company, association
or other business entity if such Person or Persons are allocated 50 percent
(50%) 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 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
period beginning on August 17, 2015 (the “Effective Date”) and
ending as provided in Section 5.01 (the
“Employment Period”). It is acknowledged that the Executive may
begin service to the Companies prior to the date of this Agreement, with
continued service contingent upon the preparation of this Agreement in a form
mutually acceptable to both the Executive and the Companies. 

4 







ARTICLE 3 

POSITION AND DUTIES


SECTION 3.01. Position and Duties.
During the Employment Period, the Executive shall serve as Senior Vice President – Supply Chain Operations of the Company reporting directly to the Chief Executive
Officer or most senior executive officer of the Company, and shall be the
Company’s most senior supply chain operations officer. During the Employment
Period, the Executive also shall serve as Senior Vice President – Supply Chain
Operations of KKDC and shall be KKDC’s most senior supply chain operations
officer. The Executive shall have such responsibilities, powers and duties as
may from time to time be prescribed by the Board, the Chief Executive Officer,
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, which
shall be conducted on a full-time basis, 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 $335,000 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 the 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. As soon as
practicable following the Effective Date, Executive shall be paid a signing
bonus in the amount of One Hundred Thousand Dollars ($100,000), which shall be subject to applicable withholdings. In
addition to Base Salary and the signing bonus described herein, the Executive
shall be eligible to be considered for an annual bonus, and the Executive’s
annual target bonus shall be equal to 50% of Base Salary. Such annual bonus
shall be prorated for Fiscal Year 2016. The Committee and/or the Board shall set
targets with respect to and otherwise determine the Executive’s bonus in
accordance with the Company’s then current incentive plans.

5 







SECTION 4.03. Benefits. During the
Employment Period, the Executive shall be entitled to participate in all
employee benefit, perquisite and fringe (if any) 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. The Executive shall
be entitled to four (4) weeks of paid vacation annually during the Employment
Period. 

SECTION 4.04. Expenses; Relocation. 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 and the provisions of Section
13.14. The Executive shall reside in the Winston-Salem, North Carolina community
on a full-time basis commencing on or before the sixth month anniversary of the
Effective Date. The Executive shall be eligible to receive relocation benefits
in accordance with the Companies’ relocation policies for executive officers,
and, without limiting the foregoing, the Companies shall reimburse the Executive
for all reasonable relocation expenses incurred by him in relocating his
immediate family’s household items to the Winston-Salem, North Carolina area,
subject to compliance with the Companies’ relocation reimbursement policies for
executive officers and the Companies’ requirements with respect to reporting and
documentation of such expenses.

SECTION 4.05. Restricted Stock Units. The Company shall grant to the Executive restricted stock units (the
“Restricted Stock
Units”) for such number of shares
of the Company’s common stock as may be determined based on an aggregate award
fair value of $300,000, as calculated on or as close in time as practicable to
the grant date. The grant date for the Restricted Stock Units shall be
determined by the Committee and shall occur on or as soon as practicable after
August 17, 2015. The Restricted Stock Units shall vest, provided that the
Executive’s employment continues through the applicable vesting dates, in four
equal annual installments, beginning on August 17, 2016 and continuing on each
of the following three year anniversaries of such date (except as otherwise
provided herein). The Restricted Stock Units (including the distribution of any
shares of the Company’s common stock issuable pursuant thereto) shall be subject
to the terms of the Krispy Kreme Doughnuts, Inc. 2012 Stock Incentive Plan, as
it may be amended, or its successor plan (the “Stock Plan”), and a Restricted Stock Unit Agreement in a form acceptable to the
Committee, which shall include the terms provided herein. For the avoidance of
doubt, the Restricted Stock Units granted pursuant to this Section 4.05 shall
fully vest upon: the Executive’s death or disability (as set forth in the
Restricted Stock Unit Agreement), the Executive’s termination for Good Reason or
without Cause (as set forth in Section 5.03 of this Agreement), or the
Executive’s termination for Good Reason or without Cause following a Change in Control (as set forth in Section 5.09 of this
Agreement). The Executive agrees and acknowledges that the future grant of
equity awards, if any, and the terms of any such equity awards shall be subject
to the sole discretion of the Compensation Committee of the Board.


6 







SECTION 4.06. Compliance with Compensation and Equity Policies. The Executive agrees to comply with the Company’s
Stock Ownership and Equity Retention Policy and Compensation Recovery Policy,
each as in effect from time to time, with respect to annual or long-term
incentive or other compensation, as applicable, including the compensation
provided pursuant to this Agreement. The terms of the Company’s Stock Ownership
and Equity Retention Policy and Compensation Recovery Policy, each as in effect
from time to time, are hereby incorporated by reference into this Agreement.


ARTICLE 5 

TERM AND TERMINATION


SECTION 5.01. Term. The Employment
Period will terminate on the third anniversary of the Effective Date (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 on
the third anniversary of the Effective Date, until either the Companies, on the
one hand, or the Executive, on the other hand, at least one hundred eighty (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: (a) Base
Salary through the Date of Termination (paid on the Companies’ normal payroll
payment date); and (b) 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 in
accordance with Section 4.04 and Section 13.14 herein. 

7 







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 in either case that
the Executive has executed, on or before the date that is fifty (50) days
following the date of his termination of employment, an irrevocable (except to
the extent required by law to be revocable) general release of claims similar to
the form attached hereto as Exhibit A, and does not revoke such release prior to
the end of the seven (7) day statutory revocation period, the Executive shall be
entitled solely to the following: (i) Base Salary through the Date of
Termination, paid on the Companies’ normal payroll payment date; (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 Article 9 below; (iii)
a bonus for the year of termination of employment equal to the Executive’s
actual annual bonus for such year pro rated for the number of full months
during the bonus year prior to such termination of employment, to be paid,
subject to Section 13.14 below (including but not limited to any delay in
payment due to application of the Delay Period), seventy-five (75) days after
the end of the fiscal year during which the bonus was eligible to be earned;
(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
paid, subject to Section 13.14 below (including, but not limited to, any delay
in payment due to application of the Delay Period), in twelve (12) equal monthly
installments, the first two (2) of which shall be paid on the date that is two
(2) months following the Date of Termination and the next ten (10) of which will
be paid in ten (10) equal monthly installments commencing on the date that is
three (3) months following the Date of Termination and continuing on each of the
next nine (9) monthly anniversaries of the Date of Termination. In addition, the
Executive shall be reimbursed for all Reimbursable Expenses incurred by the
Executive prior to such termination in accordance with Section 4.04 and Section
13.14 herein. For the purposes of this Agreement, the actual annual bonus shall
be determined by the Committee. In addition, the provisions of clause (iv)
above, shall apply to any involuntary termination of Executive’s employment by
the Company without Cause or voluntary termination by Executive for Good Reason
occurring on or after the expiration of the Employment Period under Section 5.01
following any Company notice to Executive that the Employment Period will not be
automatically so extended (and for the avoidance of doubt, this sentence and
related provisions of this Agreement shall survive any such expiration of the
Employment Period). 

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 (paid on
the Companies’ normal payroll payment date) and reimbursement of all
Reimbursable Expenses incurred by the Executive prior to such termination (in
accordance with Section 4.04 and Section 13.14 herein). 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 be entitled to continue to participate in the Companies’
medical (including prescription coverage) and dental plans (the “Company Health
Care Plan”) for up to eighteen (18) months following the date his employment is
terminated (the “Continuation
Coverage Period”). The Executive
shall pay the entire premium charged for the coverage of the Executive and his
covered dependents under the Company Health Care Plan. The premium required for
the continuation coverage provided pursuant to this Section 5.05 shall be equal
to the premium required by the continuation of coverage requirements of Section
4980B of the Code and Part 6 of Title I of the Employee Retirement Income
Security Act of 1974, as amended (“COBRA”), for such continuation coverage. During the
Continuation Coverage Period, the Company shall reimburse the Executive for the difference between the
monthly premium amount actually paid by the Executive pursuant to this Section
5.05 and the monthly premium amount paid by active employees for the same level
of coverage under the Company Health Care Plan. Such reimbursement shall be
paid to the Executive on or before the 20th day of the month immediately
following the month in which the Executive timely remits the required premium
payment. The right to reimbursement and the coverage provided pursuant to this
Section 5.05 shall terminate prior to the end of the Continuation Coverage
Period if the Executive is eligible to receive benefits under another
employer-provided or group plan (which plan may be the plan of his new employer
or his spouse’s employer) substantially comparable to the benefits provided by
the Company Health Care Plan. Furthermore, in the event of the Executive’s
Permanent Disability, insurance benefits will continue under the Companies’ long
term disability plan in accordance with its terms. 

8 








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
(5) 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, (c) if the
Employment Period terminates due to expiration of the term of this Agreement,
the date the term expires, and (d) 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.


9 







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 the
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, on or before the date that is fifty (50) days following
the date of his termination of employment, an irrevocable (except to the extent
required by law to be revocable) general release of claims similar to the form
attached hereto as Exhibit A, and does not revoke such release prior to the end
of the seven (7) day statutory revocation period, the Executive shall be
entitled solely to the following: (i) Base Salary and accrued unused vacation
through the Date of Termination, paid on the Companies’ normal payroll payment
date; (ii) an amount equal to two times the sum of his Base Salary and his
target annual bonus for the year of termination, provided that, the Executive
shall be entitled to any unpaid amounts only if the Executive has not breached
and does not breach the provisions of Sections 6.01, 7.01 or 8.01 or Article 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; (iv) notwithstanding anything to the contrary in any equity award
agreement, the Restricted Stock Units granted under Section 4.05 herein shall
fully vest and the Restricted Stock Units shall be settled immediately (provided
that (A) all other equity awards granted to the Executive pursuant to Section
4.06 or otherwise shall instead be subject to the terms of the Stock Plan and
applicable award agreement(s), and (B) with respect to the Restricted Stock
Units granted under Section 4.05 herein, such equity awards shall be subject to
the terms of the Stock Plan and applicable award agreement if the benefits
provided pursuant to such instruments in the event of a Change in Control are
more favorable to the Executive); and (v) 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
(in accordance with Section 13.14). The amounts due under clauses (ii) and
(iii) of this Section 5.09 shall be paid, subject to Section 13.14 below, sixty
(60) days following such termination of employment. In addition, the provisions
of clause (iv), above, shall apply to any involuntary termination of Executive’s
employment by the Company without Cause or voluntary termination by Executive
for Good Reason occurring on or after expiration of the Employment Period under
Section 5.01 following any Company notice to Executive that the Employment
Period will not be automatically so extended (and for the avoidance of doubt,
this sentence and related provisions of this Agreement shall survive any such
expiration of the Employment Period). 

SECTION 5.10. Separation From Service. Notwithstanding any provision of this Agreement to the contrary, for
purposes of Section 5.03 and Section 5.09, the Executive will be deemed to have
terminated his employment on the date of his “separation from service” (within
the meaning of Treas. Reg. Section 1.409A-1(h)) with the Companies, the
Employment Period will be deemed to have ended on the date of his “separation
from service” with the Companies, and the Date of Termination will be deemed to
be the date of his “separation from service” with the Companies if and to the
extent required under Section 409A. Further, to the extent required under
Section 409A, references to “termination of employment” or words of similar
import shall be deemed to refer to, and shall be defined in accordance with, a
“separation from service” as defined under Section 409A. 

ARTICLE 6 

CONFIDENTIAL INFORMATION


SECTION 6.01. Nondisclosure and Nonuse of Confidential Information;
Nondisparagement. 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. The Executive also agrees to execute and comply with such other
confidentiality agreements or provisions as required of executive officers of
the Company. The Executive further agrees that, during the Employment Period and
thereafter, the Executive shall not make any disparaging remarks, or any remarks that could reasonably be construed as
disparaging, regarding the Companies, or its or their officers, directors,
employees, shareholders, representatives, agents, businesses or practices.


10 







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 the 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, but not limited to,
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. 

11 







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 in an executive or senior management capacity to, or
as a director of, 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 and upon ninety (90) day advance written notice, 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. 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 or reduce the volume of business done
with the Company or its Subsidiaries. 

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

(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 Companies’ 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; 

(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
Companies’ products have been sold at any time in the one-year period ending on
the last day of Executive’s employment with the Companies; 

(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 Companies’ 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


12 







(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. 

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

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

(b) 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: 

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


(b) 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; 

(c) 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 

(d) 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. 

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. Further, in
the event that any provision contained in Sections 6.01, 7.01, 8.01 or Article 9 shall be declared by a court of competent
jurisdiction to be overbroad as written, the Executive specifically agrees that
the court should modify such provision in order to make it enforceable, and that
the court should view each such provision as severable and enforce those
severable provisions deemed reasonable by such court.

13 







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 the 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 Company agrees to use its 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. 


14 







ARTICLE 12 

LIMITATION ON CERTAIN
PAYMENTS CONTINGENT ON CHANGE IN CONTROL 

SECTION 12.01. Limitation on Certain Payments Contingent on Change in Control.


(a) Anything in this Agreement to the contrary notwithstanding, in the event
it shall be determined that (i) any payment, award, benefit or distribution (or
any acceleration of any payment, award, benefit or distribution) by the
Companies (or any of their affiliated entities) or any entity which effectuates
a Change in Control (or any of its affiliated entities) to or for the benefit of
the Executive (whether pursuant to the terms of this Agreement or otherwise)
(the “Payments”) would be subject to the excise tax imposed by
Section 4999 of the Code (the “Excise Tax”), and (ii) the
reduction of the amounts payable to the Executive under this Agreement to the
maximum amount that could be paid to the Executive without giving rise to the
Excise Tax (the “Safe Harbor
Cap”) would provide the Executive
with a greater after-tax amount than if such amounts were not reduced, then the
amounts payable to the Executive under this Agreement shall be reduced (but not
below zero) to the Safe Harbor Cap. Unless the Companies and the Executive agree
otherwise (in a manner intended to comply with Code Section 409A), the reduction
of the amounts payable hereunder, if applicable, shall be made to the extent
necessary in the following order: (i) first, any such Payments
that became fully vested prior to the Change in Control and that pursuant to
paragraph (b) of Treas. Reg. § 1.280G-1, Q/A 24, are treated as contingent
compensation payments solely by reason of the acceleration of their originally
scheduled dates of payment will be reduced, by cancellation of the acceleration
of their vesting; (ii) second, any severance
payments or benefits, performance-based cash or equity incentive awards, or
other contingent compensation payments the full amounts of which are treated as
contingent on the Change in Control pursuant to paragraph (a) of Treas. Reg. §
1.280G-1, Q/A 24, will be reduced; and (iii) third, any cash or equity incentive awards, or nonqualified deferred
compensation amounts, that vest solely based on the Executive’s continued
service with the Companies, and that pursuant to paragraph (c) of Treas. Reg. §
1.280G-1, Q/A 24, are treated as contingent on the Change in Control because
they become vested as a result of the Change in Control, will be reduced, first
by cancellation of any acceleration of their originally scheduled dates of
payment (if payment with respect to such items is not treated as automatically
occurring upon the vesting of such items for purposes of Section 280G of the
Code) and then, if necessary, by canceling the acceleration of their vesting. In
each case, the amounts of the contingent compensation payments will be reduced
in the inverse order of their originally scheduled dates of payment or vesting,
as applicable, and will be so reduced only to the extent necessary to achieve
the required reduction. For purposes of reducing the Payments to the Safe Harbor
Cap, only amounts payable under this Agreement (and no other Payments) shall be
reduced. If the reduction of the amounts payable hereunder would not result in a
greater after-tax result to the Executive, no amounts payable under this
Agreement shall be reduced pursuant to this provision. 

(b) All
determinations required to be made under this Section 12.01 shall be made by the
public accounting firm that is retained by the Companies as of the date
immediately prior to the Change in Control (the “Accounting Firm”), which shall provide detailed supporting
calculations both to the Companies and the Executive within fifteen (15)
business days of the receipt of notice from the Companies or the Executive that
there has been a Payment, or such earlier time as is requested by the Companies.
Notwithstanding the foregoing, in the event (i) the Board shall determine prior
to the Change in Control that the Accounting Firm is precluded from performing
such services under applicable auditor independence rules or (ii) the Audit
Committee of the Board determines that it does not want the Accounting Firm to
perform such services because of auditor independence concerns or (iii) the
Accounting Firm is serving as accountant or auditor for the person(s) effecting
the Change in Control, the Board shall appoint another nationally recognized public accounting firm to make the
determinations required hereunder (which accounting firm shall then be referred
to as the Accounting Firm hereunder). All fees, costs and expenses (including,
but not limited to, the costs of retaining experts) of the Accounting Firm shall
be borne by the Companies. If payments are reduced to the Safe Harbor Cap or the
Accounting Firm determines that no Excise Tax is payable by the Executive
without a reduction in payments, the Accounting Firm shall provide a written
opinion to the Executive to such effect, that the Executive is not required to
report any Excise Tax on the Executive’s federal income tax
return, and that the failure to report the Excise Tax, if any, on the
Executive’s applicable federal income tax return will not result in the
imposition of a negligence or similar penalty. The determination by the
Accounting Firm shall be binding upon the Companies and the Executive (except as
provided in Section 12.01(c) below). 

15 







(c) If it
is established pursuant to a final determination of a court or an Internal
Revenue Service (the “IRS”) proceeding, which
has been finally and conclusively resolved, that Payments have been made to, or
provided for the benefit of, the Executive by the Companies, which are in excess
of the limitations provided in this Section 12.01 (referred to hereinafter as an
“Excess Payment”), the Executive shall repay the Excess Payment
to the Companies on demand, together with interest on the Excess Payment at the
applicable federal rate (as defined in Section 1274(d) of the Code) from the
date of the Executive’s receipt of such Excess Payment until the date of such
repayment. As a result of the uncertainty in the application of Section 4999 of
the Code at the time of the determination, it is possible that Payments which
will not have been made by the Companies should have been made (an
“Underpayment”), consistent with the calculations required to
be made under this Section 12.01. In the event that it is determined (i) by the
Accounting Firm, the Companies (which shall include the position taken by the
Companies, or together with their consolidated group, on their federal income
tax returns) or the IRS or (ii) pursuant to a determination by a court, that an
Underpayment has occurred, the Companies shall pay an amount equal to such
Underpayment to the Executive within ten (10) days of such determination
together with interest on such amount at the applicable federal rate from the
date such amount would have been paid to the Executive until the date of
payment. The Executive shall cooperate, to the extent the
Executive’s expenses are reimbursed by the Companies, with any
reasonable requests by the Companies in connection with any contests or disputes
with the IRS in connection with the Excise Tax or the determination of the
Excess Payment. Notwithstanding the foregoing, in the event that amounts payable
under this Agreement were reduced pursuant to Section 12.01(a) and the value of
stock options is subsequently re-determined by the Accounting Firm within the
context of Treasury Regulation §1.280G-1 Q/A 33 that reduces the value of the
Payments attributable to such options, the Companies shall promptly pay to the
Executive any amounts payable under this Agreement that were not previously paid
solely as a result of Section 12.01(a), subject to the Safe Harbor Cap.


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)
(a) 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 (b) 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.


16 







Following the final
determination of the dispute in which, based on the outcome of the dispute, the
Executive is, in accordance with this Section 13.01, entitled to have his costs
borne by the Companies, the Companies shall pay all such reasonable costs within
ten (10) days following written demand therefor (supported by documentation of
such costs) by the Executive, and the Executive shall make such written demand
within sixty (60) days following the final determination of the dispute;
provided, however, that such payment
shall be made no later than on or prior to the end of the calendar year
following the calendar year in which the costs are incurred. Notwithstanding the
foregoing, in the event a final determination of the dispute has not been made
by December 20 of the year following the calendar year in which the costs are
incurred, the Companies shall, within ten (10) days after such December 20,
reimburse such reasonable costs (supported by documentation of such costs)
incurred in the prior taxable year; provided, however, that the Executive shall return such amounts to the Companies within
ten (10) business days following the final determination if (i) in the case of
an arbitration prior to a Change in Control, the Executive does not prevail on a
majority of the material issues in the dispute, or (ii) in the case of an
arbitration after a Change in Control, the Executive does not prevail on at
least one material issue in the dispute. The amount of any costs eligible for
payment under this Section 13.01 during a calendar year will not affect the
amount of any costs eligible for payment under this Section 13.01 in any other
taxable year. 

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.
Notwithstanding the foregoing, the Companies shall have unilateral authority to
amend this Agreement (without Executive consent) to the extent necessary to
comply with applicable laws, rules or regulations (including but not limited to
Section 409A) or changes to applicable laws, rules or regulations. 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. 

17 







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. 

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 (2) business days
after the date when sent to the recipient by reputable express courier service
(charges prepaid) or four (4) 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. 

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 related in any way to the
subject matter hereof. 

18 







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 1, 5, 9, 10, 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, 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 this 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. Notwithstanding any provision
to the contrary in this Agreement, if the Executive is deemed on the date of his
“separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section
1.409A-1(i)), then with regard to any payment that is required to be delayed
pursuant to Section 409A(a)(2)(B) of the Code, the portion, if any, of such
payment so required to be delayed shall not be made prior to the earlier of (i)
the expiration of the six (6)-month period measured from the date of his
“separation from service”, or (ii) the date of his death (the “Delay Period”). Upon the expiration of the Delay Period, all
payments delayed pursuant to this Section shall be paid to the Executive in a
lump sum, and any remaining payments shall be made as provided in the Agreement
and in a manner in accordance with Section 409A. The Companies shall not have
any obligation to indemnify or otherwise protect the Executive from any
obligation to pay any taxes pursuant to Section 409A. In the event that this
Agreement or any compensation payable hereunder shall be deemed not to comply
with (or be exempt from) Section 409A, then neither the Companies, the Board,
the Board of Directors of KKDC, nor its or their designees or agents, shall be
liable to the Executive or other persons for actions, decisions or
determinations made in good faith. 

19 







With respect to any
reimbursement or in-kind benefit arrangements of the Companies and their
subsidiaries that constitute deferred compensation for purposes of Section 409A,
except as otherwise permitted by Section 409A, the following conditions shall be
applicable: (a) the amount eligible for reimbursement, or in-kind benefits
provided, under any such arrangement in one calendar year may not affect the
amount eligible for reimbursement, or in-kind benefits to be provided,
under such arrangement in any other calendar year (except that the health and
dental plans may impose a limit on the amount that may be reimbursed or paid),
(b) any reimbursement must be made on or before the last day of the calendar
year following the calendar year in which the expense was incurred, and (c) the
right to reimbursement or in-kind benefits is not subject to liquidation or
exchange for another benefit. Whenever a payment under this Agreement specifies
a payment period with reference to a number of days (e.g., “payment shall be
made within thirty (30) days after termination of employment”), the actual date
of payment within the specified period shall be within the sole discretion of
the Companies. Whenever payments under this Agreement are to be made in
installments, each such installment shall be deemed to be a separate payment for
purposes of Section 409A. Any reimbursement by the Company pursuant to Section
12.01(c) herein shall be made to the Executive not later than the end of the
Executive’s taxable year following the taxable year in which he remits the
related taxes. 

SECTION 13.15. Representations of the Companies. The Companies represent and warrant that (a) the execution, delivery and
performance of this Agreement by the Companies has been fully and validly
authorized by all necessary corporate action, (b) the officer(s) signing this
Agreement on behalf of the Companies is duly authorized to do so, (c) 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 (d) 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] 

20 







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/ Tony Thompson
			Tony
      Thompson
			Chief Executive
      Officer
		 
		 
	 	KRISPY KREME
      DOUGHNUT CORPORATION
		 
		 
		By:	/s/ Cathleen D. Allred
			Cathleen D.
      Allred
			Senior Vice President Human Resources
			and
      Organizational Development
		 
		 
		EXECUTIVE
		 
		 
		/s/ Thomas Kuharcik
		Thomas
      Kuharcik



21 







Exhibit
A 

MUTUAL
RELEASE 

This mutual release (this
“Release”) is entered into as of this ____ day of ______,
_____ (the “Release
Date”) 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 Thomas
Kuharcik (the “Executive”). 

1. Reference is hereby made to the employment agreement dated as of
[_________], 2015 (the “Employment Agreement”) by the parties hereto setting forth the
agreements among the parties regarding the termination of the employment
relationship between the Executive and the Companies. Capitalized terms used but
not defined herein have the meanings ascribed to them in the Employment
Agreement. 

2. The
Executive, for himself, his spouse, heirs, executors, administrators, successors
and assigns, hereby releases and discharges the Companies and its respective
direct and indirect parents and subsidiaries, and other affiliated companies,
and each of their respective past and present officers, directors, agents and
employees, from any and all actions, causes of action, claims, demands,
grievances and complaints, known and unknown, which the Executive or his spouse,
heirs, executors, administrators, successors or assigns ever had or may have at
any time through the Release Date. The Executive acknowledges and agrees that
this Release is intended to and does cover, but is not limited to, (i) any claim
of employment discrimination of any kind whether based on a federal, state or
local statute or court decision, including the Age Discrimination in Employment
Act with appropriate notice and rescission periods observed; and (ii) any claim,
whether statutory, common law or otherwise, arising out of the terms or
conditions of the Executive’s employment at the Companies and/or the Executive’s
separation from the Companies. The enumeration of specific rights, claims and
causes of action being released shall not be construed to limit the general
scope of this Release. It is the intent of the parties that by this Release the
Executive is giving up all rights, claims and causes of action occurring prior
to the Release Date, whether or not any damage or injury therefrom has yet
occurred. The Executive accepts the risk of loss with respect to both
undiscovered claims and with respect to claims for any harm hereafter suffered
arising out of conduct, statements, performance or decisions occurring before
the Release Date. 

It is understood that the
Executive has been advised to consult with an attorney prior to executing this
Release; that he in fact has consulted a knowledgeable, competent attorney
regarding this Release; that he may, before executing this Release, consider
this Release for a period of twenty-one (21) calendar days; and that the
consideration he receives for this Release is in addition to amounts to which he
was already entitled. If the Executive is signing this Release prior to the
expiration of such twenty-one (21)-day period, the Executive is waiving his
right to review the Release for such full twenty-one (21)-day period prior to
signing it. It is further understood that the Executive may revoke this Release
within seven calendar days from the date of execution hereof. If the Executive
revokes this Release within such seven (7)-day period, no severance benefit will
be payable to him under the Employment Agreement and he shall return to the
Company any such payment received prior to that date. 







3. The
Companies hereby release and discharge the Executive, his spouse, heirs,
executors, administrators, successors and assigns, from any and all actions,
causes of actions, claims, demands, grievances and complaints, known and
unknown, which the Companies ever had or may have at any time through the
Release Date. The Companies acknowledge and agree that this Release is intended
to and does cover, but is not limited to, (i) any claim, whether statutory,
common law or otherwise, arising out of the terms or conditions of the
Executive’s employment at or service to the Companies and/or the Executive’s
separation from the Companies, and (ii) any claim for attorneys’ fees, costs,
disbursements or other like expenses. The enumeration of specific rights, claims
and causes of action being released shall not be construed to limit the general
scope of this Release. It is the intent of the parties that by this Release the
Companies are giving up all of their respective rights, claims and causes of
action occurring prior to the Release Date, whether or not any damage or injury
therefrom has yet occurred. The Companies accept the risk of loss with respect
to both undiscovered claims and with respect to claims for any harm hereafter
suffered arising out of conduct, statements, performance or decisions occurring
before the Release Date. 

4. This
Release shall in no event (i) apply to any claim by either the Executive or the
Companies arising from any breach by
the other party of its obligations under the Employment Agreement occurring on
or after the Release Date, (ii) waive the Executive’s claim with respect to
compensation or benefits earned or accrued prior to the Release Date to the
extent such claim survives termination of the Executive’s employment under the
terms of the Employment Agreement, (iii) waive the Executive’s right to
indemnification under the charters and by-laws of the Companies, or (iv) waive
the Executive’s rights as a shareholder. 

5. This
Mutual Release shall be effective as of the Release Date and only if executed by
both parties. 

6. All
questions concerning the construction, validity and interpretation of this
Mutual Release will be governed by
the internal law of North Carolina, without regard to principles of conflict of
laws. 

2 







IN WITNESS WHEREOF, each
party hereto, intending to be legally bound, has executed this Mutual Release on
the date indicated above. 

		KRISPY KREME DOUGHNUTS, INC.
		 
		 
		By:       	
			Tony
      Thompson
			Chief Executive Officer
		 
		 
	 	KRISPY KREME DOUGHNUT CORPORATION
		 
		 
		By:	
			Cathleen D. Allred
			Senior Vice President Human Resources
			and
      Organizational Development
		 
		 
		EXECUTIVE
		 
		            
			
			Thomas
      Kuharcik



3 







Exhibit
B 

The following businesses,
together with their Subsidiaries, Affiliates and successors in interest, are the
businesses for purposes of Section 9.01 hereof: 

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



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.