-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EszbAqLaOms6v8TGv7X1uoHGrwIF9sQKcsI8xJ2esh/Y+0wzCnJ/79z4j+jtutdD 6pu130ZmMu4aHW8A41W0+g== 0000950144-05-005793.txt : 20050520 0000950144-05-005793.hdr.sgml : 20050520 20050520170629 ACCESSION NUMBER: 0000950144-05-005793 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050516 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050520 DATE AS OF CHANGE: 20050520 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALEXANDERS J CORP CENTRAL INDEX KEY: 0000103884 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 620854056 STATE OF INCORPORATION: TN FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08766 FILM NUMBER: 05848935 BUSINESS ADDRESS: STREET 1: 3401 WEST END AVE STREET 2: P O BOX 24300 CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6152691900 MAIL ADDRESS: STREET 1: 3401 WEST END AVE STREET 2: SUITE 260 CITY: NASHVILLE STATE: TN ZIP: 37203 FORMER COMPANY: FORMER CONFORMED NAME: VOLUNTEER CAPITAL CORP / TN / DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: WINNERS CORP DATE OF NAME CHANGE: 19890910 FORMER COMPANY: FORMER CONFORMED NAME: VOLUNTEER CAPITAL CORP DATE OF NAME CHANGE: 19820520 8-K 1 g95500e8vk.htm J. ALEXANDER'S CORPORATION J. Alexander's Corporation
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 20, 2005 (May 16, 2005)

J. ALEXANDER’S CORPORATION

(Exact name of registrant as specified in its charter)
         
Tennessee   1-08766   62-0854056
         
(State or Other Jurisdiction of Incorporation)   (Commission File Number)   (I.R.S. Employer
Identification No.)

3401 West End Avenue, Suite 260, P.O. Box 24300, Nashville, Tennessee 37202

(Address of principal executive offices) (Zip Code)

(615) 269-1900

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 

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Item 1.01. Entry into a Material Definitive Agreement.
Item 9.01. Financial Statements and Exhibits.
SIGNATURE
EXHIBIT INDEX
Ex-10(bb) J. Alexander's Corporation Cash Incentive Performance Program

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Item 1.01. Entry into a Material Definitive Agreement.

     On May 16, 2005, after consideration of the performance of J. Alexander’s Corporation (the “Company”) and the individuals noted and such other matters and information as deemed appropriate, the Compensation Committee (the “Committee”) of the Board of Directors of the Company approved the following:

Cash Incentive Performance Program. The J. Alexander’s Corporation Cash Incentive Performance Program (“CIPP”) is intended to provide incentives to the Company’s senior executive officers and other executive employees as determined by the Committee in the form of cash bonus payments for achieving certain performance goals established by the Committee. The performance awards will be based on achievement of established earnings before interest, taxes, depreciation, amortization, pre-opening costs and stock option expense as well as other criteria specific to the individual. Actual awards can range from zero to 100% of a participant’s base salary. The Committee will administer and make all determinations under the CIPP.

Item 9.01. Financial Statements and Exhibits.

  (c)   Exhibits:
 
      The following exhibit is furnished herewith:
 
      10(bb) J. Alexander’s Corporation Cash Incentive Performance Program

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
         
Date: May 20, 2005  J. ALEXANDER’S CORPORATION
 		  
  By:   /s/ R. Gregory Lewis    
    R. Gregory Lewis   
    Chief Financial Officer, Vice President of
Finance and Secretary 		  
 

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EXHIBIT INDEX

     
Exhibit No.   Description
10(bb)
  J. Alexander’s Corporation Cash Incentive Performance Program

4

EX-10.BB 2 g95500exv10xbby.txt EX-10(BB) J. ALEXANDER'S CORPORATION CASH INCENTIVE PERFORMANCE PROGRAM EXHIBIT 10(bb) J. ALEXANDER'S CORPORATION CASH INCENTIVE PERFORMANCE PROGRAM PURPOSE OF THE PROGRAM. The Cash Incentive Performance Program ("CIPP") has been established by J. Alexander's Corporation (the "Company") to reward executives for annual financial and non-financial performance that results in the Company achieving its objectives of operational excellence in the area of professional service and providing guests with the highest quality food products available in casual dining, while at the same time providing value and improving performance for the Company's shareholders, by paying cash awards that are similar to incentives paid by other casual dining restaurant companies that compete with the Company and to promote a balance between cash and equity incentive compensation programs. PARTICIPATION. The Company's four senior executive officers and other executive employees that the Compensation Committee of the Board of Directors of the Company (the "Committee") believes have the most impact on improving financial performance are eligible to receive an award pursuant to the CIPP. ADMINISTRATION. All determinations, interpretations and other decisions under or with respect to the CIPP shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon all persons. Awards will be made as soon as practicable after financial results for the fiscal year are known. This program is not a "qualified" plan for federal income tax purposes, and any payments are subject to applicable tax withholding requirements. AWARDS. Each participant in the CIPP is assigned an annual award target expressed as a percentage of the participant's base salary. This annual award target is generally determined based on the ability he or she has to influence profitability, meet the Company's stated objectives of operational excellence and ensure the integrity of the Company's financial statements and reputation of the Company in the business community. In addition, the Committee has the authority to modify the annual award target based on its assessment of the individual's performance. In order to be eligible for an annual award, the participant must exhibit compliance with the Company's policies and procedures, be committed to the Company's mission and value standards, and uphold the Company's code of conduct at all times. If in the event the Committee determines that any of the participants has not met these standards during the fiscal year, such participant may not be eligible for an incentive award. The CIPP is designed to provide 100% of a participant's annual award target for achieving targeted performance, 50% of a participant's annual award target for achieving a minimum acceptable (threshold) level of performance, and up to a maximum of 200% of a participant's annual award target for achieving maximum performance. Payouts between the threshold and maximum amounts are calculated by the Committee following its consideration of guidelines provided by management. However, the Committee at its sole discretion may use its own interpolations. No payments will be made for performance below the threshold level, and no payments will be made in excess of 100% of a participant's base salary. The Committee will approve the threshold, target, and maximum performance levels at the beginning of each fiscal year, except that in the case of the implementation year (2005), these performance levels were approved in May of 2005. For 2005, the performance levels under the CIPP are based on earnings before interest, taxes, depreciation, amortization, pre-opening costs, and any stock option expense or "adjusted EBITDA." NO RIGHT TO EMPLOYMENT. The grant of an award shall not be construed as giving a participant the right to be retained in the employ of the Company or any subsidiary or affiliate. NO TRUST OR FUND CREATED. Neither the CIPP nor any award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any subsidiary or affiliate and a participant or any other person. To the extent that any person acquires a right to receive payments from the Company or any subsidiary or affiliate pursuant to an award, such right shall be no greater than the right of any unsecured general creditor of the Company or any subsidiary or affiliate. NO RIGHTS TO AWARDS. No person shall have any claim to be granted any award and there is no obligation for uniformity of treatment among participants. The terms and conditions of awards, if any, need not be the same with respect to each participant. -----END PRIVACY-ENHANCED MESSAGE-----