EXHIBIT 10.19

FIFTH AMENDMENT TO THE KRISPY
KREME DOUGHNUTS, INC.2000 STOCK
INCENTIVE PLAN

This Fifth Amendment to the Krispy
Kreme Doughnuts, Inc. 2000 Stock Incentive Plan(the Plan)made this 10thday of December, 2008,
by Krispy Kreme Doughnuts, Inc. (the Company), and effective January 1, 2005
to the extent necessary to comply with Section 409A of the Internal Revenue Code
of 1986, as amended (the Code) and otherwise effective December 31, 2008.

WITNESSETH:

**WHEREAS,**the Company desires to amend the Plan as a result of deferred
compensation laws under Section 409A of the Code; and

**WHEREAS,**the Company is authorized to amend the
Plan.

**NOW, THEREFORE, BE IT
RESOLVED**that the Plan be amended as
follows:

1. Section 2(l) of the Plan shall be
deleted in its entirety and the following inserted in lieu thereof:

2(l)Disabilityshall mean a condition
where the Participant either (i) is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months; or (ii) is, by reason of any
medically determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period of not less
than three (3) months, receiving income replacement benefits for a period of not
less than three (3) months under an accident and health plan covering employees
of the Company.

2. Section 7.1 of the Plan shall be
deleted in its entirety and the following inserted in lieu thereof:

7.1Grants of SARs.The Committee shall designate Participants to whom SARs are
granted, and will specify the number of Shares of Common Stock subject to each
grant. An SAR may be granted with or without a related Option. All SARs granted
under this Plan shall be subject to an Agreement in accordance with the terms of
this Plan. A payment to the Participant upon the exercise of a SAR may not be
more than the difference between the Fair Market Value of the Shares with
respect to the SAR on the date of grant and the Fair Market Value of the Shares
with respect to the SAR on the date of exercise of the SAR. The maximum number
of Shares subject to SARs which can be granted under the Plan during any
calendar year to any individual is 250,000 Shares; provided, however, that to
the extent that the maximum number of Shares is not granted to a Participant in
a calendar year, such amount may be carried over into subsequent
years.

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3. Section 8.4 of the Plan shall be
amended by adding the following sentence to the end thereof:

Notwithstanding the foregoing, if a Participant is deemed on the date of
his or her separation from service (within the meaning of Treas. Reg. Section
1.409A-1(h)) with the Corporation to be a specified employee (within the
meaning of Treas. Reg. Section 1.409-1(i)), then with regard to any payment 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
409(a)(2)(b) of the Code (after taking into account any applicable exceptions to
such requirement), such payment shall be made on the date that is the earlier of
(i) the expiration of the six (6)-month period measured from the date of the
Participants separation from service; or (ii) the date of the Participants
death (the Delay Period). Upon the expiration of the Delay Period, all
payments delayed pursuant to this Section 8.4 shall be paid to Participant in a
lump sum.

4. A new Section 8.6 of the Plan
shall be added as follows:

8.6Payment of Stock
Awards. Upon the grant of a Stock Award, a
Shares shall be issued to the Participant not later than March 15 of the year
following the year in which the Stock Award is granted.

5. The following sentence shall be
added to the end of Section 9.1:

The Committee shall set forth all of the material terms of any
Performance Unit Award in a written document that satisfies the requirements of
Section 409A of the Code, or that evidences that such Performance Unit Award
does not provide for deferred compensation subject to Section 409A of the Code.

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6. Section 13.1 of the Plan shall be
deleted in its entirety and the following inserted in lieu thereof:

13.1Definition.For purposes of the Plan, a Change in
Control means any of the following events:

(a) The acquisition (other than from the Company) by any Person of
Beneficial Ownership of fifty percent (50%) or more of the combined voting power
of the Company's then outstanding voting securities within a twelve (12)-month
period; provided, however, that for purposes of this Section 13.1, Person shall
not include any person who on the date hereof owns 25% or more of the Companys
outstanding securities, and 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 corporation, 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) Approval by Shareholders of the Company of (1) 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 (2) a complete liquidation or dissolution of the Company, or
(3) an agreement for the sale or other disposition of all or substantially all
of the assets of the Company.

(c) A change in the composition of the Board such that the individuals
who, as of the first date of such period, 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 thisSection 13.1that any individual who becomes a member of the Board during such twelve
(12)-month 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; but, provided, further,
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 of 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.

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**IN WITNESS
WHEREOF,**the parties have executed this
Fifth Amendment as of the date first above written.

| | KRISPY KREME DOUGHNUTS, INC. | 
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| | By:                          | 
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|ATTEST:
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