EXHIBIT 10.34
FORM OF
KRISPY KREME DOUGHNUTS, INC.
DIRECTOR RESTRICTED STOCK UNIT AGREEMENT
THIS AGREEMENT, dated as of
between
Krispy Kreme Doughnuts, Inc. (the “Company”), a North
Carolina corporation, and
, a
member of the Board of Directors of the Company (the
“Director”).
WHEREAS, the Company’s 2000 Stock
Incentive Plan (the “Plan”) provides for the grant of
“restricted stock”, which is defined in Article 2(ee)
of the Plan to include the right to receive shares of Common Stock
in the future;
WHEREAS, under the definition of
“restricted stock” in Article 2(ee) and the provisions
of Article 8 of the Plan, the issuance of restricted stock units,
which are rights to receive shares of stock at a specified time in
the future and following the lapse of applicable restrictions, is
authorized;
WHEREAS, the Director has been granted the
following award of restricted stock units under the
Plan;
NOW, THEREFORE, in consideration of the premises
and mutual covenants contained herein, and for other good and
valuable consideration, the parties hereto agree as
follows.
1. Award of Restricted Stock Units
. Pursuant to the provisions of the
Plan, the terms of which are incorporated herein by reference, the
Director is hereby awarded restricted stock units (the
“Restricted Stock Units”), subject to the terms and
conditions of the Plan and those herein set forth. The effective
date of the grant of Restricted Stock Units is (the “Date of
Grant”). Each Restricted Stock Unit will entitle the Director
to receive one share of Common Stock at the time, and subject to
the conditions, set forth herein and in the Plan. Capitalized terms
used herein and not defined shall have the meanings set forth in
the Plan. In the event of any conflict between this Agreement and
the Plan, the Plan shall control.
2. Terms and Conditions . It is understood and agreed that the award of
Restricted Stock Units evidenced hereby is subject to the following
terms and conditions:
(a) Vesting of Restricted Stock Units
. Subject to the terms and
conditions of this Agreement, the Restricted Stock Units shall
become vested in four equal quarterly installments on
,
,
and
;
provided , however , that the Restricted Stock Units
shall become immediately vested in full (i) in the event of a
Change in Control (as defined below), or (ii) in the event that the
Director ceases to serve as a Director of the Company due to the
Director’s death or Disability. Unless otherwise provided by
the Committee, all amounts receivable in connection with any
adjustments to the Common Stock under Section 4.4 of the Plan shall
be subject to the vesting schedule in this Section 2(a). 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 Company of such transaction or agreement to
effect such a transaction, shall constitute a Change in
Control.
(b) Termination of Service .
In the event that the Director ceases to serve as a Director for
any reason not described or provided for in Section 2(a) above,
that portion of the Restricted Stock Units that have not yet vested
shall be forfeited.
(c) Distribution of Common
Stock . The Company shall distribute to the Director (or his or
her heirs in the event of the Director’s death) at the time
of vesting of the Restricted Stock Units, a number of shares of
Common Stock equal to the number of Restricted Stock Units then
held by the Director that became vested at such time; provided,
however , that, if the Director has made an irrevocable
deferral election prior to
