EXHIBIT 10.4

EMPLOYMENT AGREEMENT 

     THIS
EMPLOYMENT AGREEMENT (“Agreement”), dated effective as of
March 24, 2014, 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 Daniel L. Beem (the
“Executive”). 

    
The parties hereto agree as follows:

ARTICLE 1

DEFINITIONS 

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


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

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

    
“Cause” shall mean (a) the Executive’s failure or refusal to perform the
Executive’s lawful and proper duties hereunder (other than as a result of total
or partial incapacity due to physical or mental illness or a court or
governmental order), (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. 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 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 30-day cure period if the Board intends to determine
that no cure has occurred. At or following such meeting, the Board shall
determine whether or not to terminate the Executive for “Cause” and shall notify
the Executive in writing of its determination and the effective date of such
termination (which date may be no earlier than the date of the aforementioned
Board meeting). 







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

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

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


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

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(d) 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. 

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

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

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

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

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

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


    
“Good Reason” shall mean the occurrence of any of the following without the
Executive’s consent: (a) the failure of the Companies to pay any material amount
of compensation to the Executive when due hereunder, (b) the Executive is no
longer the most senior international operations and international franchise
officer of (i) the Company 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 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 60
days after the Executive knows or has reason to know of the occurrence of any
such event, and the Companies shall have 30 days (10 days in the case of a
material breach related to payment of any amounts due hereunder) from the date
of receipt of such notice to effect a cure of the condition constituting Good
Reason, and, upon cure thereof by the Companies, such event shall no longer
constitute Good Reason. 

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

ARTICLE 2 

EMPLOYMENT 

    
SECTION 2.01. Employment. The 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 February 24, 2014 (the “Effective
Date”) and ending as provided in Section 5.01
(the “Employment Period”). It is acknowledged that the Executive began 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.

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ARTICLE 3 

POSITION AND DUTIES 

    
SECTION 3.01. Position and Duties. During
the Employment Period, the Executive shall serve as Senior Vice President and
President - International of the Company reporting directly to the most senior
executive officer and shall be the Company’s most senior international
operations and international franchise officer. During the Employment Period,
the Executive also shall serve as Senior Vice President and President -
International of KKDC and shall be KKDC’s most senior international operations
and international franchise officer. The Executive shall have such
responsibilities, powers and duties as may from time to time be prescribed by
the Board or the most senior executive officer of the Companies; provided that such
responsibilities, powers and duties are substantially consistent with those
customarily assigned to individuals serving in such position at comparable
companies or as may be reasonably required for the proper conduct of the
business of the Companies. During the Employment Period, the Executive shall
devote substantially all of his working time and efforts, 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 $350,000 per annum (the “Base
Salary”). The Base Salary will be payable in
accordance with the normal payroll practices of the Companies. Annually during
the Employment Period the Company shall review with the Executive his job
performance and compensation, and if deemed appropriate by the Board or its
Compensation Committee, in their discretion, the Executive’s Base Salary may be
increased but not decreased. After any such increase, the term “Base Salary” as
used in this Agreement will thereafter refer to the increased amount.

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SECTION 4.02. Bonuses. As soon as
practicable following the Effective Date, Executive shall be paid a bonus in the
amount of Fifty Thousand ($50,000), which shall be subject to applicable
withholdings. Executive shall not be eligible for a bonus for the fiscal year
ending on February 2, 2014. Thereafter, in addition to Base Salary, the
Executive shall be eligible to be considered for an annual bonus, and the
Executive’s annual target bonus shall be equal to 50% of Base Salary. For the
fiscal year ending February 1, 2015, the Executive shall receive a minimum
annual bonus of $175,000, which is Executive’s annual target bonus amount of 50%
of Base Salary. The Compensation Committee of 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. 

    
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 weeks of paid vacation annually during the Employment
Period. 

    
SECTION 4.04. Expenses. The Companies
shall reimburse the Executive for all reasonable expenses incurred by him in the
course of performing his duties under this Agreement which are consistent with
the Companies’ policies in effect from time to time with respect to travel,
entertainment and other business expenses (“Reimbursable Expenses”), subject to the Companies’ requirements with respect to
reporting and documentation of expenses and the provisions of Section
13.14.

    
SECTION 4.05. Restricted Stock Units. The
Company shall grant to the Executive an award of restricted stock units for
5,000 shares of the Company’s common stock (the “Restricted Stock Units”), on a date to
be determined by the Compensation Committee of the Board. Except as otherwise
provided, the Restricted Stock Units will vest, provided that the Executive’s
employment continues through the applicable vesting dates, in four equal
installments over a four year period. The Restricted Stock Units shall be
subject to the terms of the Krispy Kreme Doughnuts, Inc. 2012 Stock Incentive
Plan, as it may be amended, and form of Restricted Stock Unit Agreement
previously approved by the Compensation Committee of the Board. 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. 

    
SECTION 4.06. Incentive Stock Options.
The Company shall grant to the Executive an incentive stock option (the
“Option”) to purchase 10,000 shares of the Company’s common stock, at an
exercise price per share equal to the fair market value per share on the date of
grant, which shall be determined by the Compensation Committee of the Board.
Except as otherwise provided, the Option will vest, provided that the
Executive’s employment continues through the applicable vesting dates, in four
equal installments over a four-year period. The term of the Option will be ten
years from the date of grant, subject to earlier termination in the event the
Executive’s employment terminates. The Option shall be subject to the terms of
the Krispy Kreme Doughnuts,. Inc. 2012 Stock Incentive Plan, as it may be
amended, and form of Incentive Stock Option Agreement previously approved by the
Compensation Committee of the Board. 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. 

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SECTION 4.07. 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 February 24, 2017 (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
February 24, 2017, until either the Companies, on the one hand, or the
Executive, on the other hand, at least 180 days prior to the expiration of the
original term or any extended term, shall give written notice to the other of
their intention not to so extend the Employment Period. 

    
SECTION 5.02. Termination Due to Death or Permanent
Disability. If the Employment Period shall be
terminated due to death or Permanent Disability of the Executive, the Executive
(or his estate or legal representative) shall be entitled solely to the
following: (a) Base Salary through the Date of Termination (paid on the
Companies’ normal payroll 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.


    
SECTION 5.03. Termination for Good Reason or Without Cause. Except as otherwise set forth in Section 5.09 below, if the
Employment Period shall be terminated (a) by the Executive for Good Reason, or
(b) by the Companies not for Cause, provided the Executive has executed, 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 in the form attached hereto as Exhibit A,
and does not revoke such release prior to the end of the seven 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 target 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, sixty (60) days
following such termination of employment; and (iv) medical benefits as provided
in Section 5.05 below. The Executive’s entitlements under any other benefit plan
or program shall be as determined thereunder, except that duplicative severance
benefits shall not be payable under any other plan or program. Amounts described
in clause (ii) above will be paid, subject to Section 13.14 below, in twelve
(12) equal 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, 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 4.04 and Section 13.14 herein.

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SECTION 5.04. Termination for Cause or Other Than Good
Reason. If the Employment Period shall be
terminated (a) by the Companies for Cause, or (b) as a result of the Executive’s
resignation or leaving of his employment other than for Good Reason, the
Executive shall be entitled to receive solely Base Salary through the Date of
Termination (paid on the Companies’ normal payroll 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
continue to receive medical insurance coverage benefits from the Companies, with
the same contribution toward such coverage from the Executive or his estate as
was given during the Employment Period, for a period equal to the lesser of (a)
eighteen months following the Date of Termination, or (b) until the Executive is
provided by another employer with benefits substantially comparable to the
benefits provided by the Companies’ medical plan. Furthermore, in the event of
the Executive’s Permanent Disability, insurance benefits will continue under the
Companies’ long term disability plan in accordance with its terms. 

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

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SECTION 5.07. Date of Termination.
“Date of Termination” shall mean (a) if the Employment Period is terminated as a
result of a Permanent Disability, five days after a Notice of Termination is
given, (b) if the Employment Period is terminated as a result of his death, on
the date of his death, (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. 

    
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 in the form attached
hereto as Exhibit A, and does not revoke such release prior to the end of the
seven 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 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; and (iv) medical benefits as provided in Section 5.05. The
Executive’s entitlements under any other benefit plan or program shall be as
determined thereunder, except that duplicative severance benefits shall not be
payable under any other plan or program. In addition, promptly following any
such termination, the Executive shall be reimbursed for all Reimbursable
Expenses incurred by the Executive prior to such termination (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. 

    
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. 

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ARTICLE 6 

CONFIDENTIAL INFORMATION 

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

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). 

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ARTICLE 8 

DELIVERY OF MATERIALS UPON TERMINATION
OF EMPLOYMENT 

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

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 own, manage, control, consult with, or become employed by or render services
in an executive or management capacity to any business listed on Exhibit B
hereto in the Territory. During the Noncompetition Period, the Company shall
have the right to, in good faith, add other entities which are in substantial
competition with the Companies to the list of businesses on Exhibit B, subject
to the consent of the Executive which shall not be unreasonably withheld.
Notwithstanding the foregoing, if the Executive’s termination of employment
occurs at the end of the Employment Period due to the Companies giving written
notice after the fifth anniversary of the Effective Date pursuant to Section
5.01 of its intention not to extend the Employment Period, this Section 9.01
will only apply if the Companies elect and agree in writing to pay the Executive
his Base Salary and his annual target bonus in effect for the year during which
his employment is terminated for an additional one-year period following the
termination of employment, such amount to be paid, subject to Section 13.14
below, in twelve (12) equal installments, the first two (2) of which shall be
paid on the date that is two (2) months following the date of the Executive’s
“separation from service” with the Companies (as defined in Section 5.10 above)
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 such date
and continuing on each of the next nine (9) monthly anniversaries of such date;
provided,
however,
that if such termination of employment is within two years after a Change in
Control, such amount shall instead be paid, subject to Section 13.14 below, 60
days following the Executive’s “separation from service” with the Companies. 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. 

11 







    
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. 

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, 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. 

15 







    
(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). 

    
(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. 

16 







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.

    
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. 

17 







    
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. 

    
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 business days after
the date when sent to the recipient by reputable express courier service
(charges prepaid) or four business days after the date when mailed to the
recipient by certified or registered mail, return receipt requested and postage
prepaid. Such notices, demands and other communications will be sent to the
Executive and to the Companies at the addresses set forth below. 

18 







	      	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
have related in any way to the subject matter hereof. 

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

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

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

19 







    
SECTION 13.14. Section 409A.

    
(a) 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.
No action or failure to act pursuant to this Section 13.14 shall subject the
Companies to any claim, liability, or expense, and the Companies shall not have
any obligation to indemnify or otherwise protect the Executive from the
obligation to pay any taxes, interest or penalties pursuant to Section
409A.

    
(b) 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)) with the Companies to be a
“specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)),
then with regard to any payment or benefit that is considered deferred
compensation under Section 409A payable on account of a “separation from
service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the
Code (after taking into account any applicable exceptions to such requirement),
such payment or benefit shall be made or provided on the date that is the
earlier of (i) the expiration of the six (6)-month period measured from the date
of the Executive’s “separation from service,” or (ii) the date of the
Executive’s death (the “Delay
Period”). Upon the expiration of the Delay
Period, all payments and benefits delayed pursuant to this Section 13.14
(whether they would have otherwise been payable in a single sum or in
installments in the absence of such delay) shall be paid or reimbursed to the
Executive in a lump sum and any remaining payments and benefits due under this
Agreement shall be paid or provided in accordance with the normal payment dates
specified for them herein. Notwithstanding any provision of this Agreement to
the contrary, for purposes of any provision of this Agreement providing for the
payment of any amounts or benefits upon or following a termination of
employment, references to the Executive’s “termination of employment” (and
corollary terms, including the end of the Employment Period) with the Companies
shall be construed to refer to the Executive’s “separation from service” (within
the meaning of Treas. Reg. Section 1.409A-1(h)) with the Companies.

20 







    
(c) With respect to any reimbursement or in-kind benefit arrangements of
the Companies and its subsidiaries that constitute deferred compensation for
purposes of Section 409A, except as otherwise permitted by Section 409A, the
following conditions shall be applicable: (i) 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), (ii) 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 (iii) 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] 

21 







    
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/ James H.
      Morgan
	 	       James H. Morgan
		       Chief Executive
      Officer







	KRISPY KREME DOUGHNUT CORPORATION
  
		 
  
		 
  
	By:  	       /s/ Douglas R.
      Muir
	 	       Douglas R. Muir
		       Chief Financial
      Officer






	EXECUTIVE 
	 
    
	 
    
	            
      /s/ Daniel L. Beem 
	            
      Daniel L. Beem










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 Daniel L. Beem (the “Executive”).

1. Reference is hereby made to the
employment agreement dated as of March 24, 2014 (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; (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; 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 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 21-day period,
the Executive is waiving his right to review the Release for such full 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-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 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.







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:   	
	  
	  
	KRISPY KREME
      DOUGHNUT CORPORATION
		 
  
		 
  
	By:	
		 
  
		 
	EXECUTIVE
		 
  
		  
		       Daniel L.
    Beem










Exhibit B 

The following businesses, together with
their Subsidiaries, are the businesses for purposes of Section 9.01
hereof:

Dunkin Brands Inc.
Tim Hortons,
Inc.
George Weston Limited
Interstate Bakeries Corporation
Flowers
Foods, Inc.
McKee Foods
Inc.
Starbucks
Dewey’s Bakery
Salem Baking Company
Dawn Food
Products, Inc.
CSM Baking Products