ex10_1.htm


     

    Exhibit
      10.1

     

    

      AMENDMENT
        TO EMPLOYMENT AGREEMENT

      


      This
        Amendment to Employment Agreement
        (“Amendment”) amends that certain Employment Agreement (“Employment Agreement”)
        dated as of April 23, 2007 among KRISPY KREME DOUGHNUT CORPORATION, a North
        Carolina corporation, KRISPY KREME DOUGHNUTS, INC., a North Carolina corporation
        and SANDRA K. MICHEL (“Employee”).

      


      1.           All
        terms used in this Amendment shall have the same definition and meaning as
        in
        the Employment Agreement.

      


      2.           Section
        4.05 of the Employment Agreement is hereby amended in its entirety as
        follows:

      


      SECTION
        4.05.  Stock Options. The Company shall grant to the
        Executive options to purchase 100,000 shares of its common stock (the
“Option Shares”) at an exercise price per share equal to the
        fair market value per share on the date of grant (the “Exercise Price”) which is
        expected to be April 23, 2007.  One half of the options (specifically,
        50,000 shares) will vest and become exercisable in four equal installments,
        on
        the first, second, third and fourth anniversaries of the Effective Date,
        so long
        as, except as otherwise set forth in the applicable stock option plan, the
        Executive’s employment continues through such vesting dates. The other half of
        the options (specifically, 50,000 shares) will vest based upon the performance
        of the Companies, with (i) one half of these options (specifically 25,000
        shares) to vest if and when the following two conditions have occurred: (a)
        two
        years have elapsed since the Effective Date and (b) following the Effective
        Date, the closing price per share of the Company’s stock on the principal
        securities exchange on which the Company’s shares are then traded has exceeded
        120% of the Exercise Price for a period of ten consecutive trading days and
        (ii)
        the remaining one half of these options (specifically 25,000 shares) to vest
        if
        and when the following two conditions have occurred: (a) two years have elapsed
        since the Effective Date and (b) following the Effective Date, the closing
        price
        per share of the Company’s stock on the principal securities exchange on which
        the Company’s shares are then traded has exceeded 140% of the Exercise Price for
        a period of ten consecutive trading days.  The term of the options
        will be ten years from the date of grant, subject to earlier termination
        in the
        event the Executive’s employment terminates.  The Option Shares will
        be registered as soon as practicable on Form S-8 under the Securities Act,
        if
        not currently registered. The Option Shares shall be subject to the terms
        of the
        Krispy Kreme Doughnuts, Inc. 2000 Stock Incentive Plan, and the option grant
        agreement for Executive’s Option Shares shall have terms similar to those of
        other executive vice presidents of the Companies.  The Option Shares
        shall also be subject to, and Executive agrees to comply with, the ownership
        guidelines adopted by the Companies as may be applicable to the option shares
        of
        the Companies’ executive vice presidents.

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      3.           Section
        4.06 of the Employment Agreement is hereby amended in its entirety as
        follows:

      


      SECTION
        4.06.  Restricted Shares. The Company shall grant to the
        Executive 20,000 restricted shares of the Company’s common stock (the
“Restricted Shares”). Except as otherwise provided below, the
        Restricted Shares will vest, provided that the Executive’s employment continues
        through the applicable vesting dates, in four equal installments, on the
        first,
        second, third and fourth anniversaries of the Effective Date. The Executive
        hereby agrees to appropriate legends and transfer restrictions on the Restricted
        Shares in order to reflect such vesting provisions. The Restricted Shares
        will
        be registered as soon as practicable on Form S-8 under the Securities Act,
        if
        not currently registered.  The Restricted Shares shall be subject to
        the terms of the Krispy Kreme Doughnuts, Inc. 2000 Stock Incentive
        Plan.  The Restricted Shares shall also be subject to, and Executive
        agrees to comply with, the ownership guidelines adopted by the Companies
        as may
        be applicable to the restricted shares of the Companies’ executive vice
        presidents.

      


      4.           All
        other terms and conditions of the Employment Agreement remain in full force
        and
        effect.

      


      IN
        WITNESS WHEREOF, the parties hereto
        have executed this Amendment this 3rd day of October, 2007.

      


      
        	 	
                KRISPY
                  KREME DOUGHNUTS, INC.

              
	 	 
	 	
                BY: 
                  /s/ James H. Morgan

              
	 	
                         Chairman
                  of the Board

              
	 	 
	 	 
	 	
                KRISPY
                  KREME DOUGHNUT CORPORATION

              
	 	 
	 	
                BY:  
                  /s/ Douglas R. Muir

              
	 	
                        
                  Chief Financial Officer

              
	 	 
	 	
                EMPLOYEE:

              
	 	 
	 	
                        
                  /s/ Sandra K. Michel

              


      

      


      
 

       

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