KRISPY KREME DOUGHNUTS, INC. RESTRICTED STOCK AGREEMENT
Exhibit
10.1
KRISPY
KREME DOUGHNUTS, INC.
2000
STOCK INCENTIVE PLAN
THIS
AGREEMENT is made as of ___________, by and between Krispy Kreme Doughnuts,
Inc., a North Carolina corporation having its principal office at 000 Xxxxxxxxx
Xxxxxx, Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx 00000 (the “Corporation”), and
____________ (“Employee”).
W
I T N E S S E T H:
WHEREAS,
the Board of Directors and shareholders of the Corporation have approved the
Krispy Kreme Doughnuts, Inc. 2000 Stock Incentive Plan (the “Plan”), for the
purposes and subject to the provisions set forth in the Plan;
WHEREAS,
pursuant to authority granted to it in the Plan, the Compensation Committee
of
the Board of Directors of the Corporation (the “Committee”) has granted to
Employee restricted shares of Common Stock of Krispy Kreme Doughnuts, Inc.,
as
set forth below; and
WHEREAS,
restricted stock granted under the Plan is to be evidenced by an Agreement
in
such form and containing such terms and conditions as the Committee shall
determine.
NOW,
THEREFORE, it is mutually agreed as follows:
| 1. |
Award
of Restricted Stock
|
The
Committee has granted to Employee an award of _________ restricted shares of
Common Stock (the “Restricted Stock”), subject to, and in accordance with, the
restrictions, terms and conditions set forth in this Agreement. The grant date
of this award of Restricted Stock is _____, 2006 (“Grant Date”).
| 2. |
Restrictions
|
If
Employee remains employed by the Corporation, Employee shall become vested
in
the Restricted Stock in _______ equal installments beginning on ___________,
and
continuing on the next _______________ anniversaries of the Grant Date (each
such date shall be a “Vesting Date”), all as set forth below:
|
Date
|
Cumulative
Number
of
Shares
Vested
|
On
each
Vesting Date, Employee shall own the vested shares of Restricted Stock free
and
clear of all restrictions imposed by this Agreement. The Corporation shall
deliver a certificate(s) (or other evidence of ownership) for the vested shares
of Restricted Stock to Employee as soon as practical after each Vesting Date.
For purposes of this Agreement, employment with a Subsidiary of the Corporation
shall be considered employment with the Corporation.
| 3. |
Certificates
|
The
Restricted Stock granted hereunder may be evidenced in such manner as the
Committee shall determine. If certificates representing Restricted Stock are
registered in the name of the Employee, the Committee may require that such
certificates bear an appropriate legend (the “Restrictive Legend”) referring to
the terms, conditions and restrictions applicable to such Restricted Stock,
that
the Corporation retain physical possession of the certificates, and that the
Employee deliver a stock power to the Corporation, endorsed in blank, relating
to the Restricted Stock. Upon the vesting of the Restricted Stock pursuant
to
the terms hereof and the satisfaction of any withholding tax liability pursuant
to Section 9 hereof, the certificates evidencing such vested shares of
Common Stock, not bearing the Restrictive Legend, shall be delivered to the
Employee or other evidence of vested shares of Common Stock shall be provided
to
the Employee.
| 4. |
Rights
as a Shareholder
|
Except
as
otherwise provided in this Agreement and the Plan, Employee shall have all
of
the rights of a shareholder of the Corporation with respect to the shares of
Restricted Stock, including the right to vote such shares. All dividends
declared and paid by the Corporation on shares of Restricted Stock shall be
paid
in the form of Restricted Stock having a Fair Market Value on the dividend
payment date equal to the amount of the cash dividend. Such shares of Restricted
Stock will vest at the same time as the shares of Restricted Stock in respect
of
which they are issued and shall otherwise have terms identical to the terms
of
such Restricted Stock.
| 5. |
Effect
of Termination of Employment on Restricted
Stock
|
Any
unvested Restricted Stock shall be automatically forfeited upon the termination
of Employee’s employment for any reason other than due to Employee’s death or
Disability. In the event Employee’s employment terminates due to his or her
death or Disability, the Restricted Stock will become immediately vested in
full.
| 6. |
Adjustment
for Change in Common Stock
|
In
the
event of any change in the outstanding shares of Common Stock by reason of
any
stock split, stock dividend, recapitalization, merger, consolidation,
combination or exchange of shares or similar corporate change, the shares of
Restricted Stock shall all be adjusted appropriately in the Committee’s
discretion.
| 7. |
Nontransferability
|
The
Restricted Stock shall not be transferable or assignable, other than by will
or
the laws of descent and distribution, and any such purported transfer or
assignment shall be null and void
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without
the express consent of the Committee. Employee agrees to appropriate legends
on
the Restricted Stock in order to reflect the vesting provisions set forth herein
and to reflect any restrictions required by applicable securities
laws.
| 8. |
Change
in Control
|
In
the
event of a “Change in Control,” the Restricted Stock shall become vested in
full. For purposes hereof, “Change in Control” shall have the meaning set forth
in the Plan, except in the case of a transaction described in clauses (1) or
(3)
of paragraph (b) of such definition, the consummation of such a transaction,
rather than the approval by shareholders of the Corporation of such transaction
or an agreement to effect such a transaction, shall constitute a Change in
Control.
| 9. |
Taxes
and Withholding
|
Employee
shall be responsible for all federal, state and local income taxes payable
with
respect to this award of Restricted Stock. Employee shall have the right to
make
such elections under the Internal Revenue Code of 1986, as amended, as are
available in connection with this award of Restricted Stock. The Corporation
and
Employee agree to report the value of the Restricted Stock in a consistent
manner for federal income tax purposes. Employee acknowledges that he or she
may
incur substantial tax liability as a result of the grant of Restricted Stock
to
him or her or the lapse of the restrictions hereunder.
The
Corporation shall have the right to retain and withhold from any payment of
Restricted Stock the minimum amount of taxes required by any government to
be
withheld or otherwise deducted and paid with respect to such payment. At its
discretion, the Corporation may require Employee to reimburse the Corporation
for any such taxes required to be withheld and may withhold any distribution
in
whole or in part until the Corporation is so reimbursed. In lieu thereof, the
Corporation shall have the right to withhold from any other cash amounts due
to
Employee an amount equal to such taxes required to be withheld or withhold
and
cancel (in whole or in part) a number of shares of Restricted Stock having
a
market value not less than the amount of such taxes. In addition, Employee
may
elect, subject to approval of the Committee, to satisfy the withholding
requirement, in whole or in part, by having the Corporation withhold Shares
with
a Fair Market Value equal to the minimum statutory tax required to be
withheld.
| 10. |
Modification
of Agreement
|
This
Agreement may be modified, amended, suspended or terminated, and any terms
or
conditions may be waived, but only by a written instrument executed by the
parties hereto.
| 11. |
Severability
|
Should
any
provision of this Agreement be held by a court of competent jurisdiction to
be
unenforceable or invalid for any reason, the remaining provisions of this
Agreement shall not be affected by such holding and shall continue in full
force
in accordance with their terms.
-3-
| 12. |
Notices
|
Any
notice
to be given to the Corporation under the terms of this Agreement shall be
addressed to the Corporation at 000 Xxxxxxxxx Xxxxxx, Xxxxxxx-Xxxxx, Xxxxx
Xxxxxxxx 00000, Attention: Chief Financial Officer, or such other address as
the
Corporation may hereafter designate to Employee. Any such notice shall be deemed
to have been given when personally delivered, addressed as aforesaid, or when
enclosed in a properly sealed envelope or wrapper, addressed as aforesaid,
and
deposited, postage prepaid, with the federal postal service.
| 13. |
Binding
Effect
|
(a) This
Agreement shall be binding upon and inure to the benefit of any assignee or
successor in interest to the Corporation, whether by merger, consolidation
or
the sale of all or substantially all of the Corporation’s assets. The
Corporation will require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
and/or assets of the Corporation to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Corporation would
be required to perform if no such succession had taken place.
(b) This
Agreement shall be binding upon and inure to the benefit of Employee or his
legal representative and any person to whom the Restricted Stock may be
transferred by will, the applicable laws of descent and distribution or consent
of the Committee.
| 14. |
Agreement
to be Bound by Plan
|
Employee
hereby acknowledges that Employee fully understands his or her rights under
the
Plan, and that Employee agrees to be bound by all the terms and provisions
of
the Plan.
| 15. |
Plan
Controls
|
The
Restricted Stock and the terms and conditions set forth herein are subject
in
all respects to the terms and conditions of the Plan (which are incorporated
herein by reference). Except as otherwise expressly set forth herein, the
capitalized terms used in this Agreement shall have the same definitions as
set
forth in the Plan. The Board reserves its right to amend or terminate the Plan
at any time without the consent of Employee; provided,
however,
that
Restricted Stock outstanding under the Plan at the time of such amendment or
termination shall not be adversely affected thereby. All interpretations or
determinations of the Committee shall be final, binding and conclusive upon
Employee and his or her beneficiary or legal representative on any question
arising hereunder or under the Plan.
| 16. |
Rights
to Future Grants; Compliance with
Law
|
By
entering into this Agreement, Employee acknowledges and agrees that the award
and acceptance of Restricted Stock pursuant to this Agreement does not entitle
Employee to future grants under the Plan or any other plan, nor do they confer
on Employee any right with respect to continuance of employment.
-4-
| 17. |
Governing
Law
|
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of North Carolina, without giving effect to the conflicts of laws
provisions thereof.
-5-
IN
WITNESS
WHEREOF, the parties have executed this Agreement as of the date first above
written.
KRISPY
KREME DOUGHNUTS, INC.
By:
______________________________________
Title:
______________________________________
EMPLOYEE:
________________________________
Signature
Printed
Name:
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