EXHIBIT 99.2
Resolutions Regarding Special Committee
(Adopted by Board of Directors of Krispy Kreme Doughnuts, Inc. (the "Company")
Effective October 4, 2004)
1. RESOLVED, that pursuant to Article V of the Company's By-Laws and
Section 55-8-25 of the General Statutes of North Carolina, the Board of
Directors hereby creates a committee of the Board of Directors named
the "Special Committee";
2. RESOLVED, that Lizanne Thomas and Michael H. Sutton be, and hereby are,
appointed as the members of the Special Committee, each to serve as a
co-chair of the Special Committee;
3. RESOLVED, that the Board of Directors hereby delegates to the Special
Committee, in its sole discretion, the full and complete authority and
power to conduct an independent review and investigation of (i) any and
all issues that have been or may be raised in connection with the
current inquiry by the United States Securities and Exchange
Commission, (ii) any and all issues that have been or may be raised by
the Company's independent auditors concerning the Company's financial
statements, internal controls over financial reporting, transactions or
other matters, (iii) the claims asserted by the plaintiffs in the
action captioned William Douglas Wright and Judy Woodall v. Krispy
Kreme Doughnuts, Inc., et al., pending in the United States District
Court for the Middle District of North Carolina (File No. 1:04CV00832),
and any additional matters as to which any shareholder or
"whistleblower" may complain during the course of the Special
Committee's activities authorized by these resolutions, and (iv) any
other issues deemed necessary or appropriate by the Special Committee
in furtherance of its review and investigation conducted with respect
to the items enumerated above or as may be raised by any other
regulatory or self-regulatory body;
4. RESOLVED, with respect to the matters investigated by the Special
Committee pursuant to the foregoing resolution, that the Board of
Directors delegates to the Special Committee, in its sole discretion,
the full and complete authority and power to determine the appropriate
actions to be taken on behalf of and in the name of the Company and to
initiate, supervise, and conduct to conclusion any lawful action which
the Special Committee may, in the exercise of its independent judgment,
deem to be in the best interest of the Company, including litigation or
other action against any director, officer or employee of the Company
or other party based upon the Special Committee's determination that
such party improperly acted or failed to act with respect to the
matters investigated by the Special Committee;
5. RESOLVED, that the Special Committee, in the performance of the duties
delegated to it by these resolutions, shall at all times be guided, in
the exercise of its independent judgment and fiduciary obligation, by
the consideration of the best interest of the Company;
6. RESOLVED, that the Special Committee is charged with reaching its own
independent determinations and conclusions regarding its review and
investigations and, accordingly, shall not be bound by any
determinations or conclusions reached by any officers of the Company,
the Board of Directors or any other committee thereof regarding such
matters;
7. RESOLVED, that to the extent any conflict exists between the decisions
or actions of the Special Committee and those of any other committee of
the Board of Directors, the decisions and actions of the Special
Committee shall prevail and be regarded as the decisions and actions of
the Board of Directors;
8. RESOLVED, that the Special Committee, in the performance of the duties
delegated to it by these resolutions, shall have and may exercise, at
its election and in its sole discretion, all the authority
of the Board of Directors; and the determinations of the Special
Committee in the exercise of such duties shall be regarded as the
decision of the Board;
9. RESOLVED, that, from time to time, in its sole discretion, the Special
Committee may make such report to the Board of Directors, for
informational purposes only, regarding its activities under these
resolutions as the Special Committee deems necessary or advisable;
10. RESOLVED, that the Special Committee be, and hereby is, authorized to
retain, on terms established by it in its sole discretion, such outside
counsel, forensic accountants and other advisors, at the Company's
expense, as the Special Committee may deem necessary or appropriate in
its sole discretion to perform its responsibilities; and that the
Special Committee is hereby authorized on behalf of the Company and in
its name, to execute and deliver engagement letters with such advisors;
11. RESOLVED, that the Company shall pay the fees and expenses incurred by
the Special Committee in performing its responsibilities, including the
fees and expenses of the Special Committee's outside counsel, forensic
accountants and other advisors;
12. RESOLVED, that the other directors and all officers and employees of
the Company and the Company's independent auditors, the Company's
outside counsel and the Company's other advisors be, and each
individually hereby is, authorized and directed to cooperate fully with
the Special Committee and its advisors, including (i) to make
themselves available, upon request, to the members of the Special
Committee or its advisors for any and all interviews or inquiries and
(ii) to make available to the members of the Special Committee or its
advisors, upon request, any and all documents, work product and other
materials and information prepared or collected by officers or
employees of the Company, the Board of Directors or any committee
thereof or their respective advisors;
13. RESOLVED, that the Special Committee and the appropriate officers of
the Company be, and hereby are, authorized and directed to take all
such actions and to perform any and all acts (including the execution,
filing and delivery of any and all instruments and documents and any
public disclosure or disclosure to regulators) which the Special
Committee may deem necessary or appropriate to effectuate the purposes
and intent of the foregoing resolutions;
14. RESOLVED, that the members of the Special Committee shall each receive
$5,000 annually during their service as Committee co-chairs; and during
their service on the Board of Directors, each shall be compensated in
the same amounts and manner and at the same time as the other
Directors, including reimbursement for reasonable expenses, except that
the stock option (or any other non-cash) portion of such Special
Committee members' Director compensation shall be paid in cash while
serving on the Special Committee with the stock option portion for the
first year of service calculated at approximately $54,000 based upon
the advice of the outside consultant to the Compensation Committee of
the Board of Directors;
15. RESOLVED, that the Company shall indemnify each member of the Special
Committee and advance all fees and expenses to the fullest extent
permitted by the laws of the State of North Carolina against claims
arising out of the performance of such member's duties as a member of
the Special Committee, including the conduct of its independent review
and investigations, or the performance of such member's other duties as
a director of the Company;
16. RESOLVED, that the Company be, and hereby is, authorized to enter into
and perform an Indemnification Agreement (substantially similar to the
form included with these resolutions) with each member of the Special
Committee; and
17. RESOLVED, that all actions heretofore taken by any officer, employee,
agent or director of the Company in furtherance of the purposes and
intent of the foregoing resolutions be, and they hereby are, ratified
and approved in all respects.