8-K

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): January 2, 2009 (December 26, 2008)

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))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Employment Agreements with Lonnie J. Stout II, R. Gregory Lewis, J. Michael Moore and Mark A. Parkey

     On December 26, 2008, J. Alexander’s Corporation (the “Company”) entered into employment agreements with each of Lonnie J. Stout II, the Company’s Chairman, Chief Executive Officer and President; R. Gregory Lewis, the Company’s Chief Financial Officer, Vice-President, Finance and Secretary; J. Michael Moore, the Company’s Vice-President, Human Resources and Administration; and Mark A. Parkey, the Vice President and Controller. The material terms of each of these employment agreements are generally as described below.

     Duties. Each of the executives will continue to serve in their current offices and such other office or offices to which he may be appointed or elected by the Board of Directors of the Company.

     Term. Subject to the termination provisions described below, the term of each of the employment agreements expires on December 25, 2011 and is subject to successive one-year automatic renewals unless either party gives not less than 90 days prior written notice to the other party that it is electing not to extend the agreement.

     Compensation. Each agreement provides for the executive to continue to receive his current annual base salary as well as customary benefits, including remuneration pursuant to the Company’s cash compensation incentive plans (assuming applicable performance targets are met) or any long-term incentive award plans offered generally to executives of the Company and health insurance. Pursuant to the terms of each agreement, the Company will also reimburse the executive for all reasonable business expenses incurred by such executive in performance of his duties. Compensation payable under the agreements is subject to annual review by the Compensation Committee of the Board of Directors, and may be increased as the Compensation Committee deems advisable.

     Termination of Agreement. Under each of the agreements, if the Company terminates the employment of the executive with “cause,” or the executive terminates employment without “good reason,” the Company is only required to pay the executive his salary, prior year bonus (if any) and benefits already earned but unpaid through the date of such termination. If the Company terminates the employment of the executive without “cause,” including non-renewal by the Company or the executive resigns for “good reason,” the executive will also receive the foregoing and will be entitled to receive (i) a lump sum cash payment equal to 2.00 times his base salary then in effect, (ii) a lump sum cash payment equal to 2.00 times the higher of a) the cash bonus earned the previous year or b) the average bonus earned over the last three years, (iii) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the executive and the executive’s spouse and dependents for a period of two years and (iv) certain tax reimbursement payments. For Mr. Stout and Mr. Lewis, who are parties to existing Severance Benefits Agreements entitling them to 18 months’ salary upon termination by the Company without “cause” or resignation for “good reason,” the applicable severance amounts payable under the Employment Agreements in the event of termination without “cause” and for “good reason” are 2.99 times salary and applicable bonus, but amounts payable in such events under the employment agreements are reduced by amounts actually paid under the executive’s Severance Benefits Agreement. Under the employment agreements, in the event of termination without “cause” or if the executive resigns for “good reason,” each in connection with a “change in control,” the executive will be entitled to receive (i) a lump sum cash payment equal to 2.99 times his base salary then in effect, (ii) a lump sum cash payment equal to 2.99 times the higher of a) the cash bonus earned the previous year or b) the average bonus earned over the last three years (iii) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the executive and the executive’s spouse and dependents for a period of three years, (iv) certain tax reimbursement payments, and (v) vesting of unvested equity incentive plan awards.

     Non-Competition. Pursuant to the terms of each of the agreements, each executive is prohibited from competing with the Company during the term of his employment and for a period of one year following termination of employment if the executive receives payments under the employment agreements in connection with termination without “cause” or by the executive with “good reason”. The executive is also subject to certain confidentiality, non-disclosure and non-solicitation provisions.

Salary Continuation Agreements

     On December 26, 2008, the Company entered into Amended and Restated Salary Continuation Agreements with each of Mr. Stout, Mr. Lewis, Mr. Moore, and Mr. Parkey, which replace existing Salary Continuation Agreements that provided a retirement benefit, a death benefit, and a vested lump sum benefit for each officer. The Amended and Restated Salary Continuation Agreements generally provide for an annual retirement benefit of 50% of the employee’s salary on the date of retirement after reaching age 65, payable over 15 years commencing at age 65. The Amended and Restated Salary Continuation Agreements also provide that in the event an employee dies while in the employ of the Company but before retirement, his or her beneficiaries will receive specified benefit payments for a period of ten years, or until such time as the employee would have attained age 65, whichever period is longer. The payments are 100% of the employee’s salary at the time of death for the first year after death and 50% of the employee’s salary at the time of death each year thereafter in the death benefits period.

     As an alternative to payments on death or retirement after attaining age 65, the Amended and Restated Salary Continuation Agreements provide for a vested benefit upon termination on or prior to December 31, 2008 of a designated lump sum for each officer. In addition, commencing on January 1, 2009, as an alternative to payments on death or retirement after attaining age 65, the Amended and Restated Salary Continuation Agreements provide a vested benefit based on the employee’s salary as of the date of termination, which becomes payable after termination of service with the Company for any reason other than death or retirement at age 65. For Mr. Stout and Mr. Lewis, the vested benefit is an annual benefit payable after the employee attains the age of 65, equal to fifty percent (50%) of the employee’s base salary as of the employee’s termination date, paid in equal monthly installments for a period of fifteen years. For Mr. Moore and Mr. Parkey, the vested benefit is a lump sum payable within 30 days of termination equal to the present value as of the date of payment (using a seven percent (7%) discount rate) of the 15-year retirement benefit, calculated using salary as of the date of termination. The vested benefit is subject to a scheduled minimum payment for each employee, based on the scheduled minimum lump sum vested benefit under the former Salary Continuation Agreements.

     The foregoing descriptions do not purport to be complete and are qualified in their entirety by reference to the employment agreement and Amended and Restated Salary Continuation Agreements of each of Mr. Stout, Mr. Lewis, Mr. Moore and Mr. Parkey, which are attached hereto as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3, Exhibit 10.4, Exhibit 10.5, Exhibit 10.6, Exhibit 10.7, and Exhibit 10.8, respectively.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits:

     The following exhibits are filed or furnished herewith as noted above:

          10.1      Employment Agreement, dated as of December 26, 2008, with Lonnie J. Stout II

          10.2      Employment Agreement, dated as of December 26, 2008, with R. Gregory Lewis

          10.3      Employment Agreement, dated as of December 26, 2008, with J. Michael Moore

          10.4      Employment Agreement, dated as of December 26, 2008, with Mark A. Parkey

          10.5      Amended and Restated Salary Continuation Agreement dated as of December 26, 2008, with Lonnie J. Stout II

          10.6      Amended and Restated Salary Continuation Agreement dated as of December 26, 2008, with R. Gregory Lewis

          10.7      Amended and Restated Salary Continuation Agreement dated as of December 26, 2008, with J. Michael Moore

          10.8      Amended and Restated Salary Continuation Agreement dated as of December 26, 2008, with Mark A. Parkey

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: January 2, 2009	J. ALEXANDER’S CORPORATION
	By:	/s/ R. Gregory Lewis
		R. Gregory Lewis Chief Financial Officer, Vice-President, Finance and Secretary

EXHIBIT INDEX

Exhibit No.	Description
10.1	Employment Agreement, dated as of December 26, 2008, with Lonnie J. Stout II
10.2	Employment Agreement, dated as of December 26, 2008, with R. Gregory Lewis
10.3	Employment Agreement, dated as of December 26, 2008, with J. Michael Moore
10.4	Employment Agreement, dated as of December 26, 2008, with Mark A. Parkey
10.5	Amended and Restated Salary Continuation Agreement dated as of December 26, 2008, with Lonnie J. Stout II.
10.6	Amended and Restated Salary Continuation Agreement dated as of December 26, 2008, with R. Gregory Lewis
10.7	Amended and Restated Salary Continuation Agreement dated as of December 26, 2008, with J. Michael Moore
10.8	Amended and Restated Salary Continuation Agreement dated as of December 26, 2008, with Mark A. Parkey

EX-10.1

Exhibit 10.1

EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT, dated as of December 26, 2008, (the “Agreement”), is by and between J. Alexander’s Corporation, a Tennessee corporation (the “Company”), and Lonnie J. Stout II (the “Executive”).

     WHEREAS, the Company desires to continue to employ the Executive to serve as Chairman, Chief Executive Officer and President of the Company and the Executive desires to hold such positions under the terms and conditions of this Agreement; and

     WHEREAS, the parties desire to enter into this Agreement setting forth the terms and conditions of the employment relationship between the Executive and the Company.

     NOW, THEREFORE, intending to be legally bound hereby, the parties agree as follows:

     1. Employment. The Company hereby employs the Executive (directly or through a wholly owned subsidiary) and the Executive hereby agrees to continue his employment with the Company upon the terms and subject to the conditions set forth herein.

     2. Term.

          (a) Subject to termination pursuant to Section 9, the term of the employment by the Company of the Executive pursuant to this Agreement (as the same may be renewed or extended, the “Term”) will commence on the date hereof (the “Effective Date”) and terminate on December 25, 2011.

          (b) Commencing on December 26, 2011 and on each subsequent anniversary thereof, this Agreement shall automatically renew for successive one-year periods upon all terms and conditions herein, unless either party shall provide written notice to the other not less than ninety (90) days prior to the expiration of the Term. Notwithstanding any other provision of this Agreement, any non-renewal by the Company of this Agreement shall constitute a termination by the Company without Cause and will serve as a termination event giving rise to the Executive’s right to receive payments pursuant to Section 9(e) as if the expiration of this Agreement were the Date of Termination, unless employment continues after the expiration of this Agreement on terms mutually agreed by the Company and the Executive.

     3. Position. During the Term, the Executive will serve as Chairman, Chief Executive Officer and President of the Company performing duties commensurate with such positions and will perform such additional duties as the Board of Directors of the Company (the “Board”) will determine. The Executive will report directly to the Board. The Executive agrees to serve, without any additional compensation, as a director of the Company and as a member of the board of directors and/or as an officer of any subsidiary of the Company. If the Executive’s employment is terminated for any reason, whether such termination is voluntary or involuntary, the Executive will resign as a director of the Company (and as a director and/or officer of any of its subsidiaries), such resignation to be effective no later than the date of termination of the Executive’s employment with the Company.

     4. Duties. During the Term, the Executive will devote his full time and attention during normal business hours to the business and affairs of the Company and its subsidiaries (the “Business”); provided, however, that the Executive will be permitted to devote reasonable periods of time to charitable and community activities, so long as such activities do not interfere with the performance of the Executive’s responsibilities under this Agreement.

     5. Salary and Bonus.

          (a) For purposes of this Agreement, the “Initial Contract Year” will mean the period commencing on the Effective Date and ending on December 25, 2009. A “Contract Year” will mean the Initial Contract Year and any anniversary thereof.

          (b) During the Initial Contract Year, the Company will pay the Executive a base salary at the rate in effect on the date hereof. Each calendar year during the term of this Agreement, the Compensation Committee of the Board (the “Compensation Committee”) will, in good faith, review the Executive’s annual base salary and may increase (but not decrease) such amount as it may deem advisable (such annual rate of salary, as the same may be increased, the “Base Salary”). The Base Salary will be payable to the Executive in substantially equal installments in accordance with the Company’s normal payroll practices.

          (c) During each fiscal year of the Company, the Executive will be eligible for a target cash bonus based on a percentage of his then-current Base Salary to be designated by the Compensation Committee. The Executive’s entitlement to such cash bonus, if any, will be determined by the Compensation Committee based on the terms of the executive bonus program then in effect, including the Compensation Committee’s good faith determination as to whether pre-determined performance targets of the Company have been achieved following a review of the Company’s year-end financial statements. All such performance targets will be determined by the Compensation Committee after consulting with Executive.

     6. Long-Term Incentive Awards. The Executive shall participate in any long-term incentive awards offered to senior executives of the Company, as determined by the Compensation Committee.

     7. Vacation, Holidays and Sick Leave; Life Insurance. During the Term, the Executive will be entitled to paid vacation in accordance with the Company’s standard vacation accrual policies for its senior executive officers as may be in effect from time to time; provided, that the Executive will during each Contract Year be entitled to at least four (4) weeks of such vacation. During the Term, the Executive will also be entitled to participate in all applicable Company employee benefits plans as may be in effect from time to time for the Company’s senior executive officers.

     8. Business Expenses. The Executive will be reimbursed for all reasonable business expenses incurred by him in connection with his employment following timely submission by the Executive of receipts and other documentation in accordance with the Company’s normal expense reimbursement policies.

     9. Termination of Agreement. The Executive’s employment by the Company pursuant to this Agreement will not be terminated before the end of the Term hereof, except as set forth in this Section 9.

          (a) By Mutual Consent. The Executive’s employment pursuant to this Agreement may be terminated at any time by the mutual written agreement of the Company and the Executive.

          (b) Death. The Executive’s employment pursuant to this Agreement will be terminated upon the death of the Executive, in which event the Executive’s spouse or heirs will receive, (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination (as defined in Section 9(i) hereof), (ii) any other unpaid benefits (including death benefits) to which they are entitled under any plan, policy or program of the Company applicable to the

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Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements) and (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s spouse or heirs in a lump sum no later than thirty (30) days following the date of the Executive’s death, with the date of such payment within such period determined by the Company in its sole discretion.

          (c) Disability. The Executive’s employment pursuant to this Agreement may be terminated by delivery of written notice to the Executive by the Company (a “Notice of Termination”) in the event that the Executive is unable, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-period. If the Executive’s employment is terminated pursuant to this Section 9(c), the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, with the date of such payment within such period determined by the Company in its sole discretion.

          (d) By the Company for Cause. The Executive’s employment pursuant to this Agreement may be terminated by delivery of a Notice of Termination upon the occurrence of any of the following events (each of which will constitute “Cause” for termination): (i) conviction of a felony or of a crime involving misappropriation or embezzlement; (ii) willful and material wrongdoing by the Executive, including, but not limited to, acts of dishonesty or fraud, which have a material adverse effect on the Company or any of its subsidiaries; (iii) repeated material failure of the Executive to follow the direction of the Company and its Board of Directors regarding the material duties of employment; or (iv) material breach by the Executive of a material obligation under this Agreement. In order for the Company to be entitled to terminate the Executive for Cause under this Section 9(d) the following conditions must be met: (A) the Company shall provide written notice to the Executive of the existence of a condition described in clauses (i), (ii), (iii) or (iv) above within 90 days of the initial existence of such condition (which written notice shall specifically identify the manner in which the Company believes the Executive has triggered one of the conditions); (B) the Executive shall be entitled to remedy the condition within 30 days of receiving such notice; and (C) the Executive shall have failed to remedy the condition during such

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period. If the Executive’s employment is terminated pursuant to this Section 9(d), the Executive will be entitled to receive all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination (such amounts shall be paid within thirty (30) days of the Date of Termination, with the date of such payment determined by the Company in its sole discretion), any other unpaid benefits to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (including, without limitation, the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, with such benefits to be paid in accordance with the applicable provisions of the applicable arrangement) and no more.

          (e) By the Company Without Cause. The Executive’s employment pursuant to this Agreement may be terminated by the Company at any time without Cause by delivery of a Notice of Termination. If the Executive’s employment is terminated pursuant to this Section 9(e), the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, (iii) an amount equal to two hundred ninety-nine percent (299%) of the Executive’s Base Salary, (iv) an amount equal to two hundred ninety-nine percent (299%) of the Executive’s average cash bonus paid (or earned, but not yet paid, for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs) to Executive in respect of the three most recent fiscal years immediately preceding the fiscal year in which the Executive’s employment terminates hereunder, or, if greater than such average, the bonus paid (or earned, but not yet paid) for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs (such average or greater amount, the “Adjusted Bonus Amount”), (v) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement; and (vi) any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements). The amounts referred to in clauses (i) through (iv) above will be paid to the Executive in a lump sum no later than sixty (60) days following the Date of Termination, with the date of such payment determined by the Company in its sole discretion. As a condition to receiving such payment, the Executive agrees to execute, deliver and not revoke a general release in the form attached as Exhibit A.

          (f) By the Executive for Good Reason. The Executive’s employment pursuant to this Agreement may be terminated by the Executive by written notice of his resignation (“Notice of Resignation”) delivered to the Company within two (2) years of any of the following (each of which will constitute “Good Reason” for resignation): (i) a material reduction by the Company in the Executive’s title or position, or a material reduction by the Company in the Executive’s authority, duties or responsibilities (including, without limitation, Executive no longer serving on the Company’s board of directors), or the assignment by the Company to the Executive of any duties or responsibilities that are materially inconsistent with such title, position, authority, duties or responsibilities; (ii) a material

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reduction in Base Salary; (iii) any material breach of this Agreement by the Company; or (iv) the Company’s requiring the Executive to relocate his office location more than fifty (50) miles from Nashville, Tennessee. For avoidance of doubt, “Good Reason” will exclude the death or Disability of the Executive. In order for the Executive to be entitled to resign for Good Reason under this Section 9(f) the following conditions must be met: (A) the Executive shall notify the Company of the existence of a condition described in (i), (ii), or (iii) within 90 days of the initial existence of the condition; (B) the Company shall be entitled to remedy the condition within 30 days of receiving such notice; and (C) the Company shall have failed to remedy the condition during such time period. If the Executive resigns for Good Reason pursuant to this Section 9(f), the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) the amount of any cash bonus related to any Contract Year ending before the Date of Termination that has been earned but remains unpaid, (iii) an amount equal to two hundred ninety-nine percent (299%) of the Executive’s Base Salary, (iv) an amount equal to two ninety-nine hundred percent (299%) of the Adjusted Bonus Amount, (v) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement, and (vi) any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements). The amounts referred to in clauses (i) through (iv) above will be paid to the Executive in a lump sum no later than sixty (60) days following the Date of Termination, with the date of such payment determined by the Company in its sole discretion. As a condition to receiving such payment, the Executive agrees to execute, deliver and not revoke a general release in the form attached as Exhibit A.

          (g) By the Executive Without Good Reason. The Executive’s employment pursuant to this Agreement may be terminated by the Executive at any time by delivery of a Notice of Resignation to the Company. If the Executive’s employment is terminated pursuant to this Section 9(g), the Executive will receive all Base Salary and benefits (including any earned but unpaid cash bonus) to be paid or provided to the Executive under this Agreement through the Date of Termination (such amounts shall be paid within thirty (30) days of the Date of Termination, with the date of such payment determined by the Company in its sole discretion), any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (including, without limitation, the amount of any cash bonus related to any year ending before the Date of Termination which has been earned but remains unpaid, with such benefits to be paid in accordance with the applicable provisions of the applicable arrangement) and no more.

          (h) Following a Change in Control. If, within thirty-six (36) months following a Change in Control, the Executive (i) is terminated without Cause, or (ii) resigns for Good Reason (as defined and qualified in Section 9(f) above), then the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, (iii) an amount equal to two hundred ninety-nine percent (299%)

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of the Adjusted Bonus Amount, (iv) an amount equal to two hundred ninety-nine percent (299%) of the Executive’s Base Salary, (v) notwithstanding anything to the contrary in any equity incentive plan or agreement, all equity incentive awards which are then outstanding, to the extent not then vested, shall vest, (vi) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the third anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement, and (vii) any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements). The amounts referred to in clauses (i) through (iv) above will collectively be referred to as the “Change in Control Severance Amount.” The Change in Control Severance Amount will be paid to the Executive in a lump sum no later than sixty (60) days following the Date of Termination, with the date of such payment determined by the Company in its sole discretion. The Executive agrees to execute, deliver and not revoke a general release in the form attached as Exhibit A. Payments pursuant to this Section 9(h) will be made in lieu of, and not in addition to, any payment pursuant to any other paragraph of this Section 9.

          (i) Date of Termination. The Executive’s Date of Termination will be (i) if the Executive’s employment is terminated pursuant to Section 9(b), the date of his death, (ii) if the Executive’s employment is terminated pursuant to Section 9(c), Section 9(d) or Section 9(e), the date on which a Notice of Termination is given, (iii) if the Executive’s employment is terminated pursuant to Section 9(f), the date specified in the Notice of Resignation, (iv) if the Executive’s employment is terminated pursuant to Section 9(g), the date specified in the Notice of Resignation (provided that the Executive will deliver such Notice of Resignation to the Company not less than thirty (30) days before the Date of Termination specified therein), or (v) if the Executive’s employment is terminated pursuant to Section 9(h), the date specified in the Notice of Termination or the Notice of Resignation, as applicable.

          (j) For the purposes of this Agreement, a “Change in Control” will mean any of the following events:

               (i) any person or entity, including a “group” as defined in Section 13(d)(3) of the Exchange Act, other than the Company or a wholly-owned subsidiary thereof or any employee benefit plan of the Company or any of its subsidiaries, becomes the beneficial owner of the Company’s securities having 35% or more of the combined voting power of the then outstanding securities of the Company that may be cast for the election of directors of the Company (other than as a result of an issuance of securities initiated by the Company in the ordinary course of business); or

               (ii) as the result of, or in connection with, any cash tender or exchange offer, merger or other business combination, sales of all or substantially all assets or contested election, or any combination of the foregoing transactions, less than a majority of the combined voting power of the then outstanding securities of the Company or any successor company or entity entitled to vote generally in the election of the directors of the Company or a successor company or entity after such transaction are held

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in the aggregate by the holders of the Company’s securities entitled to vote generally in the election of directors of the Company immediately prior to such transaction; or

               (iii) during any period of two consecutive years, individuals who at the beginning of any such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by the Company’s shareholders, of each director of the Company first elected during such period was approved by a vote of at least two-thirds of the directors of the Company then still in office who were directors of the Company at the beginning of any such period.

     Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any Person (the “Subject Person”) acquired beneficial ownership of more than the permitted amount of the outstanding voting securities as a result of the acquisition of voting securities by the Company which, by reducing the number of voting securities outstanding, increased the proportional number of shares beneficially owned by the Subject Person, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of voting securities by the Company, and after such share acquisition by the Company, the Subject Person becomes the beneficial owner of any additional voting securities, then a Change in Control shall occur.

          (k) Delay of Payment Required by Section 409A of the Code. It is intended that (i) each payment or installment of payments provided under this Agreement will be a separate “payment” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) that the payments will satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code, including those provided under Treasury Regulations 1.409A-1(b)(4) (regarding short-term deferrals), 1.409A-1(b)(9)(iii) (regarding the two-times, two-year exception), and 1.409A-1(b)(9)(v) (regarding reimbursements and other separation pay). Notwithstanding anything to the contrary in this Agreement, if the Company determines (i) that on the date the Executive’s employment with the Company terminates or at such other time that the Company determines to be relevant, the Executive is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)) of the Company and (ii) that any payments to be provided to the Executive pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A of the Code if provided at the time otherwise required under this Agreement, then such payments will be delayed until the date that is six (6) months after the date of the Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) with the Company. Any payments delayed pursuant to this Section 9(k) will be made in a lump sum on the first day of the seventh month following the Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) and any remaining payments, if applicable, required to be made under this Agreement will be paid upon the schedule otherwise applicable to such payments under the Agreement. In addition, to the extent that any reimbursement, fringe benefit or other, similar plan or arrangement in which the Executive participates during the term of Executive’s employment under this Agreement or thereafter provides for a “deferral of compensation” within the meaning of Section 409A of the Code, (i) the amount eligible for reimbursement or payment under such plan or arrangement in one calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), and (ii) subject to any shorter time periods provided herein or the applicable plans or arrangements, any reimbursement or payment of an expense under such plan or arrangement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred.

          (l) Other Agreements. This Agreement does not replace or supersede the Executive’s Severance Benefit Agreement or Salary Continuation Agreement with the Company.

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Amounts to be received under this Agreement shall be reduced by the amounts of any payments actually made under the Severance Benefit Agreement. No reduction of amounts to be paid hereunder shall be made with respect to amounts of any payments made under the Salary Continuation Agreement.

          (m) Insurance. In the event of termination under subsections 9(a), (c), (e), (f), (g), or (h), where the Executive does not obtain substantially similar health insurance coverage from a subsequent employer as set forth in such subsections, after the period for the provision of required health insurance coverage by the Company at its cost under such subsections, the Company shall, while Executive is living, use its commercially reasonable efforts to make available to the Executive health insurance benefits for the Executive and his spouse and dependents under the Company’s then-existing health insurance plan, at the Executive’s expense and at no additional cost to the Company; provided that if any person covered under this Section 9(m) is eligible for coverage under Medicare or any similar federal health benefits program, to the extent permitted by applicable law and not specifically contrary to the Company’s health insurance plan, such Medicare coverage shall be primary.

     10. Representations.

          (a) The Company represents and warrants that this Agreement has been authorized by all necessary corporate action of the Company and is a valid and binding agreement of the Company enforceable against it in accordance with its terms.

          (b) The Executive represents and warrants that he is not a party to any agreement or instrument which would prevent him from entering into or performing his duties in any way under this Agreement.

     11. Assignment; Binding Agreement. This Agreement is a personal contract and the rights and interests of the Executive hereunder may not be sold, transferred, assigned, pledged, encumbered, or hypothecated by him, except as otherwise expressly permitted by the provisions of this Agreement. This Agreement will inure to the benefit of and be enforceable by the Executive and his personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amount would still be payable to him hereunder had the Executive continued to live, all such amounts, unless otherwise provided herein, will be paid in accordance with the terms of this Agreement to his devisee, legatee or other designee or, if there is no such designee, to his estate.

     12. Confidentiality; Non-Solicitation; Non-Competition.

          (a) Non-Solicitation. The Executive agrees that for a period of one (1) year after the Date of Termination if the Executive receives a payment under Section 9(e), Section 9(f) or Section 9(h), the Executive will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, the services of any person who is an executive officer of the Company or solicit any of the Company’s executive officers to terminate their employment or agency with the Company, except with the Company’s express written consent.

          (b) Non-competition. So long as Executive remains employed by the Company, Executive shall not compete, directly or indirectly, with the Company. For a period of twelve (12) months following termination of Executive’s employment with the Company (the “Non-compete Period”) if the Executive receives a payment under Section 9(e), Section 9(f) or Section 9(h), the Executive shall not enter into or engage in any business that consists of a casual dining restaurant concept whose menu is substantially similar to the Company’s menu in a geographic market where the Company operates a restaurant at the time of the termination of the Executive (the “Company Business”). For the purposes of

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this subsection (b), Executive understands that he shall be competing if he engages in any or all of the activities set forth herein directly as an individual on his own account, or indirectly as a partner, joint venturer, employee, agent, consultant, officer and/or director of any firm, association, corporation, or other entity, or as a stockholder of any corporation in which Executive owns, directly or indirectly, individually or in the aggregate, more than one percent (1%) of the outstanding stock; provided, however, that at such time as he is no longer employed by the Company, Executive’s direct or indirect ownership as a stockholder of less than five percent (5%) of the outstanding stock of any publicly traded corporation shall not by itself constitute a violation of this subsection (b).

          (c) The parties intend that each of the covenants contained in this Section 12 will be construed as a series of separate covenants relating to jurisdictions in which the Company may have a restaurant, one for each state of the United States, each county of each state of the United States. Except for geographic coverage, each such separate covenant will be deemed identical in terms to the covenant contained in the preceding subsections of this Section 12. If, in any judicial proceeding, a court will refuse to enforce any of the separate covenants (or any part thereof) deemed included in those subsections, then such unenforceable covenant (or such part) will be deemed eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. In the event that the provisions of this Section 12 should ever be deemed to exceed the time or geographic limitations, or the scope of this covenant is ever deemed to exceed that which is permitted by applicable law, then such provisions will be reformed to the maximum time, geographic limitations or scope, as the case may be, permitted by applicable law. The unenforceability of any covenant in this Section 12 will not preclude the enforcement of any other of said covenants or provisions of any other obligation of the Executive or the Company hereunder, and the existence of any claim or cause of action by the Executive or the Company against the other, whether predicated on the Agreement or otherwise, will not constitute a defense to the enforcement by the Company of any of said covenants.

          (d) If the Executive will be in violation of any provision of this Section 12, then each time limitation set forth in this Section 12 will be extended for a period of time equal to the period of time during which such violation or violations occur. If the Company seeks injunctive relief from such violation in any court, then the covenants in this Section 12 will be extended for a period of time equal to the pendency of such proceedings, including all appeals by the Executive.

     13. Confidentiality.

          (a) During the Term and at any time thereafter, Executive shall not disclose, furnish, disseminate, make available or, except in the ordinary course of performing his duties on behalf of the Company, use any trade secrets or confidential business and technical information of the Company, or its parent, subsidiaries or affiliated entities without limitation as to when it was acquired by Executive or whether it was compiled or obtained by, or furnished to Executive while he was employed by the Company. Such trade secrets and confidential business and technical information are considered to include, without limitation, development plans, financial statistics, research data, or any other statistics and plans contained in monthly and annual review books, profit plans, capital plans, critical issues plans, strategic plans, or marketing, real estate, or restaurant operations plans. Executive specifically acknowledges that all such information, whether reduced to writing or maintained in Executive’s mind or memory and whether compiled by the Company and/or Executive derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from its disclosure or use, that reasonable efforts have been put forth by the Company to maintain the secrecy of such information, that such information is and shall remain the sole property of the Company and that any retention and use of such information during or after the termination of

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Executive’s relationship with the Company (except in the course of Executive’s performance of his duties) shall constitute a misappropriation of the Company’s trade secrets.

          (b) The above restrictions on disclosure and use of confidential information shall not prevent Executive from: (i) using or disclosing information in the good faith performance of his duties on behalf of the Company; (ii) using or disclosing information to another employee to whom disclosure is required to perform in good faith the duties of either person on behalf of the Company; (iii) using or disclosing information to another person or entity bound by a duty or an agreement of confidentiality as part of the performance in good faith of Executive’s duties on behalf of the Company or as authorized in writing by the Company; (iv) at any time after the period of Executive’s employment using or disclosing information to the extent such information is, through no fault or disclosure of Executive, generally known to the public; (v) using or disclosing information which was not disclosed to Executive by the Company or otherwise during the period of Executive’s employment which is then disclosed to Executive after termination of Executive’s employment with the Company by a third party who is under no duty or obligation not to disclose such information; or (vi) disclosing information as required by law. If Executive becomes legally compelled to disclose any of the confidential information, Executive shall (i) provide the Company with reasonable prior written notice of the need for such disclosure such that the Company may obtain a protective order; (ii) if disclosure is required, furnish only that portion of the confidential information which, in the written opinion of Executive’s counsel delivered to the Company, is legally required; and (iii) exercise reasonable efforts to obtain reliable assurances that confidential treatment shall be accorded to the confidential information.

     14. Company Remedies. The Executive acknowledges and agrees that the restrictions and covenants contained in this Agreement are reasonable and necessary to protect the legitimate interests of the Company and that the services to be rendered by him hereunder are of a special, unique and extraordinary character. To that end, in the event of any breach by the Executive of Section 12 or Section 13 hereof, the Executive agrees that the Company would be entitled to injunctive relief, which entails that (i) it would be difficult to replace the Executive’s services; (ii) the Company would suffer irreparable harm that would not be adequately compensated by monetary damages and (iii) the remedy at law for any breach of any of the provisions of Section 12 or Section 13 may be inadequate. The Executive further acknowledges that legal counsel of his choosing has reviewed this Agreement, that the Executive has consulted with such counsel, and that he agrees to the terms herein without reservation. Accordingly, the Executive specifically agrees that the Company will be entitled, in addition to any remedy at law or in equity, to (i) retain any and all payments not yet paid to him under this Agreement in the event of any breach by him of his covenants under Sections 12 and 13 hereunder, (ii) in the event of such breach, recover an amount equal to the after-tax payments previously made to the Executive under Section 9(e)(iii), 9(e)(iv), 9(f)(iii), 9(f)(iv), or 9(h)(iii), 9(h)(iv), and (iii) obtain preliminary and permanent injunctive relief and specific performance for any actual or threatened violation of Section 12 or Section 13 of this Agreement. This provision with respect to injunctive relief will not, however, diminish the right to claim and recover damages, or to seek and obtain any other relief available to it at law or in equity, in addition to injunctive relief.

     15. Certain Additional Payments by the Company.

          (a) Anything in this Agreement to the contrary notwithstanding and except as set forth below, if it will be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 15) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”),

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then the Executive will be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

          (b) Subject to the provisions of Section 15(c), all determinations required to be made under this Section 15, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determination, will be made by the Company’s regular certified public accounting firm (the “Accounting Firm”), which will provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. If the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the applicable Change in Control, the Company will appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 15, will be paid by the Company to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, within five (5) days of the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm will be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. If the Company exhausts its remedies pursuant to Section 15(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will determine the amount of the Underpayment that has occurred and any such Underpayment will be promptly paid by the Company to or for the benefit of the Executive.

          (c) The Executive will notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional Gross-Up Payment). Such notification will be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and will apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will not pay such claim before the expiration of the thirty-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive will:

               (i) give the Company any information reasonably requested by the Company relating to such claim,

               (ii) take such action in connection with contesting such claim as the Company will reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,

               (iii) cooperate with the Company in good faith in order effectively to contest such claim, and

               (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company will bear and pay directly all costs and expenses (including

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additional interest and penalties) incurred in connection with such contest and will indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation of the foregoing provisions of this Section 15(c), the Company will control all proceedings taken in connection with such contest (to the extent applicable to the Excise Tax and the Gross-Up Payment) and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company will determine; provided, however, that if the Company directs the Executive to pay such claim and sue for a refund, the Company will advance the amount of such payment to the Executive, on an interest-free basis and will indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided, further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest will be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive will be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

          (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 15(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive will (subject to the Company’s complying with the requirements of Section 15(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 15(c), a determination is made that the Executive will not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund before the expiration of thirty (30) days after such determination, then such advance will be forgiven and will not be required to be repaid and the amount of such advance will offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

          (e) Notwithstanding any other provision of this Section 15, any Gross-Up Payment or Underpayment due to the Executive hereunder will be paid in accordance with this Section 15, but in no event may any such payments be made later than December 31 of the year following the year (i) any excise tax is paid to the Internal Revenue Service regarding this Section 15 or (ii) any tax audit or litigation brought by the Internal Revenue Service or other relevant taxing authority related to this Section 15 is completed or resolved.

     16. Entire Agreement. This Agreement and the equity incentive and benefit plans and agreements referenced herein contain all the understandings between the parties hereto pertaining to the matters referred to herein, and supersede any other undertakings and agreements, whether oral or in writing, previously entered into by them with respect thereto. To the extent that any term or provision of any other document or agreement executed by the Executive with or for the Company during the Term of this Agreement conflicts or is inconsistent with this Agreement, the terms and conditions of this Agreement shall prevail and supersede such inconsistent or conflicting term or provision.

     17. Amendment, Modification or Waiver. No provision of this Agreement may be amended or waived, unless such amendment or waiver is agreed to in writing, signed by the Executive and by a duly authorized officer of the Company. No waiver by any party hereto of any breach by

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another party hereto of any condition or provision of this Agreement to be performed by such other party will be deemed a waiver of a similar or dissimilar condition or provision at the same time, any prior time or any subsequent time.

     18. Notices. Any notice to be given hereunder will be in writing and will be deemed given when delivered personally, sent by courier or facsimile or registered or certified mail, postage prepaid, return receipt requested, addressed to the party concerned at the address indicated below or to such other address as such party may subsequently give notice hereunder in writing:

To the Executive at:	Lonnie J. Stout II 3401 West End Avenue Suite 260 Nashville, TN 37203 Facsimile: (615) 269-1999
With a copy to:
	Facsimile: (___) __________________
To the Company at:	J. Alexander’s Corporation 3401 West End Avenue Suite 260 Nashville, TN 37203 Attention: Chief Financial Officer Facsimile: (615) 269-1999
With a copy to:	F. Mitchell Walker, Jr. Bass, Berry & Sims PLC 315 Deaderick Street, Suite 2700 Nashville, Tennessee 37238-3001 Facsimile: (615) 742-2775

Any notice delivered personally or by courier under this Section 18 will be deemed given on the date delivered and any notice sent by facsimile or registered or certified mail, postage prepaid, return receipt requested, will be deemed given on the date transmitted by facsimile or five days after post-marked if sent by U.S. mail.

     19. Severability. If any provision of this Agreement or the application of any such provision to any party or circumstances will be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement or the application of such provision to such person or circumstances other than those to which it is so determined to be invalid and unenforceable, will not be affected thereby, and each provision hereof will be validated and will be enforced to the fullest extent permitted by law.

     20. Governing Law. This Agreement will be governed by and construed under the internal laws of the State of Tennessee, without regard to its conflict of laws principles.

     21. Jurisdiction and Venue. This Agreement will be deemed performable by all parties in, and venue will exclusively be in the state or federal courts located in the State of Tennessee. The

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Executive and the Company hereby consent to the personal jurisdiction of these courts and waive any objections that such venue is objectionable or improper.

     22. Headings. All descriptive headings of sections and paragraphs in this Agreement are intended solely for convenience, and no provision of this Agreement is to be construed by reference to the heading of any section or paragraph.

     23. Withholding. All payments to the Executive under this Agreement will be reduced by all applicable withholding required by federal, state or local law.

     24. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

     25. Expenses Incurred in Enforcing this Agreement. The Executive shall be entitled to reimbursement of costs and expenses (including reasonable attorneys fees) incurred by the Executive or his heirs or executors in connection with any claim or proceeding to enforce this Agreement by Executive.

     26. Tax Matters. By accepting this Agreement, Executive hereby agrees and acknowledges that neither the Company nor its subsidiaries make any representations with respect to the application of Section 409A of the Code to any tax, economic or legal consequences of any payments payable to the Executive hereunder (including, without limitation, payments pursuant to Section 9 above). Further, by the acceptance of this Agreement, the Executive acknowledges that (i) Executive has obtained independent tax advice regarding the application of Section 409A of the Code to the payments due to the Executive hereunder, (ii) Executive retains full responsibility for the potential application of Section 409A of the Code to the tax and legal consequences of payments payable to the Executive hereunder and (iii) the Company shall not indemnify or otherwise compensate the Executive for any violation of Section 409A of the Code that may occur in connection with this Agreement (including, without limitation, payments pursuant to Section 9 above). The parties agree to cooperate in good faith to amend such documents and to take such actions as may be necessary or appropriate to comply with Code Section 409A.

[Signature Page Follows]

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     IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement effective as of date set forth above.

J. ALEXANDER’S CORPORATION

By:      /s/ R. Gregory Lewis
Name: R. Gregory Lewis
Title: Chief Financial Officer, Vice-President, Finance

EXECUTIVE

/s/ Lonnie J. Stout II
 
Lonnie J. Stout II

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EX-10.2

Exhibit 10.2

EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT, dated as of December 26, 2008, (the “Agreement”), is by and between J. Alexander’s Corporation, a Tennessee corporation (the “Company”), and R. Gregory Lewis (the “Executive”).

     WHEREAS, the Company desires to continue to employ the Executive to serve as Vice-President, Finance, Chief Financial Officer and Secretary of the Company and the Executive desires to hold such positions under the terms and conditions of this Agreement; and

     WHEREAS, the parties desire to enter into this Agreement setting forth the terms and conditions of the employment relationship between the Executive and the Company.

     NOW, THEREFORE, intending to be legally bound hereby, the parties agree as follows:

     1. Employment. The Company hereby employs the Executive (directly or through a wholly owned subsidiary) and the Executive hereby agrees to continue his employment with the Company upon the terms and subject to the conditions set forth herein.

     2. Term.

          (a) Subject to termination pursuant to Section 9, the term of the employment by the Company of the Executive pursuant to this Agreement (as the same may be renewed or extended, the “Term”) will commence on the date hereof (the “Effective Date”) and terminate on December 25, 2011.

          (b) Commencing on December 26, 2011 and on each subsequent anniversary thereof, this Agreement shall automatically renew for successive one-year periods upon all terms and conditions herein, unless either party shall provide written notice to the other not less than ninety (90) days prior to the expiration of the Term. Notwithstanding any other provision of this Agreement, any non-renewal by the Company of this Agreement shall constitute a termination by the Company without Cause and will serve as a termination event giving rise to the Executive’s right to receive payments pursuant to Section 9(e) as if the expiration of this Agreement were the Date of Termination, unless employment continues after the expiration of this Agreement on terms mutually agreed by the Company and the Executive.

     3. Position. During the Term, the Executive will serve as Vice-President, Finance, Chief Financial Officer and Secretary of the Company performing duties commensurate with such positions and will perform such additional duties as the Board of Directors of the Company (the “Board”) will determine. The Executive will report to the Chief Executive Officer of the Company. The Executive agrees to serve, without any additional compensation, as a member of the board of directors and/or as an officer of any subsidiary of the Company. If the Executive’s employment is terminated for any reason, whether such termination is voluntary or involuntary, the Executive will resign as a Company (and as a director and/or officer of any of its subsidiaries), such resignation to be effective no later than the date of termination of the Executive’s employment with the Company.

     4. Duties. During the Term, the Executive will devote his full time and attention during normal business hours to the business and affairs of the Company and its subsidiaries (the “Business”); provided, however, that the Executive will be permitted to devote reasonable periods of time to charitable and community activities, so long as such activities do not interfere with the performance of the Executive’s responsibilities under this Agreement.

     5. Salary and Bonus.

          (a) For purposes of this Agreement, the “Initial Contract Year” will mean the period commencing on the Effective Date and ending on December 25, 2009. A “Contract Year” will mean the Initial Contract Year and any anniversary thereof.

          (b) During the Initial Contract Year, the Company will pay the Executive a base salary at the rate in effect on the date hereof. Each calendar year during the term of this Agreement, the Compensation Committee of the Board (the “Compensation Committee”) will, in good faith, review the Executive’s annual base salary and may increase (but not decrease) such amount as it may deem advisable (such annual rate of salary, as the same may be increased, the “Base Salary”). The Base Salary will be payable to the Executive in substantially equal installments in accordance with the Company’s normal payroll practices.

          (c) During each fiscal year of the Company, the Executive will be eligible for a target cash bonus based on a percentage of his then-current Base Salary to be designated by the Compensation Committee. The Executive’s entitlement to such cash bonus, if any, will be determined by the Compensation Committee based on the terms of the executive bonus program then in effect, including the Compensation Committee’s good faith determination as to whether pre-determined performance targets of the Company have been achieved following a review of the Company’s year-end financial statements. All such performance targets will be determined by the Compensation Committee after consulting with Executive.

     6. Long-Term Incentive Awards. The Executive shall participate in any long-term incentive awards offered to senior executives of the Company, as determined by the Compensation Committee.

     7. Vacation, Holidays and Sick Leave; Life Insurance. During the Term, the Executive will be entitled to paid vacation in accordance with the Company’s standard vacation accrual policies for its senior executive officers as may be in effect from time to time; provided, that the Executive will during each Contract Year be entitled to at least four (4) weeks of such vacation. During the Term, the Executive will also be entitled to participate in all applicable Company employee benefits plans as may be in effect from time to time for the Company’s senior executive officers.

     8. Business Expenses. The Executive will be reimbursed for all reasonable business expenses incurred by him in connection with his employment following timely submission by the Executive of receipts and other documentation in accordance with the Company’s normal expense reimbursement policies.

     9. Termination of Agreement. The Executive’s employment by the Company pursuant to this Agreement will not be terminated before the end of the Term hereof, except as set forth in this Section 9.

          (a) By Mutual Consent. The Executive’s employment pursuant to this Agreement may be terminated at any time by the mutual written agreement of the Company and the Executive.

          (b) Death. The Executive’s employment pursuant to this Agreement will be terminated upon the death of the Executive, in which event the Executive’s spouse or heirs will receive, (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination (as defined in Section 9(i) hereof), (ii) any other unpaid benefits (including death benefits) to which they are entitled under any plan, policy or program of the Company applicable to the

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Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements) and (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s spouse or heirs in a lump sum no later than thirty (30) days following the date of the Executive’s death, with the date of such payment within such period determined by the Company in its sole discretion.

          (c) Disability. The Executive’s employment pursuant to this Agreement may be terminated by delivery of written notice to the Executive by the Company (a “Notice of Termination”) in the event that the Executive is unable, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-period. If the Executive’s employment is terminated pursuant to this Section 9(c), the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, with the date of such payment within such period determined by the Company in its sole discretion.

          (d) By the Company for Cause. The Executive’s employment pursuant to this Agreement may be terminated by delivery of a Notice of Termination upon the occurrence of any of the following events (each of which will constitute “Cause” for termination): (i) conviction of a felony or of a crime involving misappropriation or embezzlement; (ii) willful and material wrongdoing by the Executive, including, but not limited to, acts of dishonesty or fraud, which have a material adverse effect on the Company or any of its subsidiaries; (iii) repeated material failure of the Executive to follow the direction of the Company and its Board of Directors regarding the material duties of employment; or (iv) material breach by the Executive of a material obligation under this Agreement. In order for the Company to be entitled to terminate the Executive for Cause under this Section 9(d) the following conditions must be met: (A) the Company shall provide written notice to the Executive of the existence of a condition described in clauses (i), (ii), (iii) or (iv) above within 90 days of the initial existence of such condition (which written notice shall specifically identify the manner in which the Company believes the Executive has triggered one of the conditions); (B) the Executive shall be entitled to remedy the condition within 30 days of receiving such notice; and (C) the Executive shall have failed to remedy the condition during such

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period. If the Executive’s employment is terminated pursuant to this Section 9(d), the Executive will be entitled to receive all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination (such amounts shall be paid within thirty (30) days of the Date of Termination, with the date of such payment determined by the Company in its sole discretion), any other unpaid benefits to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (including, without limitation, the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, with such benefits to be paid in accordance with the applicable provisions of the applicable arrangement) and no more.

          (e) By the Company Without Cause. The Executive’s employment pursuant to this Agreement may be terminated by the Company at any time without Cause by delivery of a Notice of Termination. If the Executive’s employment is terminated pursuant to this Section 9(e), the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, (iii) an amount equal to two hundred ninety-nine percent (299%) of the Executive’s Base Salary, (iv) an amount equal to two hundred ninety-nine percent (299%) of the Executive’s average cash bonus paid (or earned, but not yet paid, for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs) to Executive in respect of the three most recent fiscal years immediately preceding the fiscal year in which the Executive’s employment terminates hereunder, or, if greater than such average, the bonus paid (or earned, but not yet paid) for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs (such average or greater amount, the “Adjusted Bonus Amount”), (v) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement; and (vi) any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements). The amounts referred to in clauses (i) through (iv) above will be paid to the Executive in a lump sum no later than sixty (60) days following the Date of Termination, with the date of such payment determined by the Company in its sole discretion. As a condition to receiving such payment, the Executive agrees to execute, deliver and not revoke a general release in the form attached as Exhibit A.

          (f) By the Executive for Good Reason. The Executive’s employment pursuant to this Agreement may be terminated by the Executive by written notice of his resignation (“Notice of Resignation”) delivered to the Company within two (2) years of any of the following (each of which will constitute “Good Reason” for resignation): (i) a material reduction by the Company in the Executive’s title or position, or a material reduction by the Company in the Executive’s authority, duties or responsibilities (including, without limitation, Executive no longer serving on the Company’s board of directors), or the assignment by the Company to the Executive of any duties or responsibilities that are materially inconsistent with such title, position, authority, duties or responsibilities; (ii) a material

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reduction in Base Salary; (iii) any material breach of this Agreement by the Company; or (iv) the Company’s requiring the Executive to relocate his office location more than fifty (50) miles from Nashville, Tennessee. For avoidance of doubt, “Good Reason” will exclude the death or Disability of the Executive. In order for the Executive to be entitled to resign for Good Reason under this Section 9(f) the following conditions must be met: (A) the Executive shall notify the Company of the existence of a condition described in (i), (ii), or (iii) within 90 days of the initial existence of the condition; (B) the Company shall be entitled to remedy the condition within 30 days of receiving such notice; and (C) the Company shall have failed to remedy the condition during such time period. If the Executive resigns for Good Reason pursuant to this Section 9(f), the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) the amount of any cash bonus related to any Contract Year ending before the Date of Termination that has been earned but remains unpaid, (iii) an amount equal to two hundred ninety-nine percent (299%) of the Executive’s Base Salary, (iv) an amount equal to two ninety-nine hundred percent (299%) of the Adjusted Bonus Amount, (v) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement, and (vi) any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements). The amounts referred to in clauses (i) through (iv) above will be paid to the Executive in a lump sum no later than sixty (60) days following the Date of Termination, with the date of such payment determined by the Company in its sole discretion. As a condition to receiving such payment, the Executive agrees to execute, deliver and not revoke a general release in the form attached as Exhibit A.

          (g) By the Executive Without Good Reason. The Executive’s employment pursuant to this Agreement may be terminated by the Executive at any time by delivery of a Notice of Resignation to the Company. If the Executive’s employment is terminated pursuant to this Section 9(g), the Executive will receive all Base Salary and benefits (including any earned but unpaid cash bonus) to be paid or provided to the Executive under this Agreement through the Date of Termination (such amounts shall be paid within thirty (30) days of the Date of Termination, with the date of such payment determined by the Company in its sole discretion), any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (including, without limitation, the amount of any cash bonus related to any year ending before the Date of Termination which has been earned but remains unpaid, with such benefits to be paid in accordance with the applicable provisions of the applicable arrangement) and no more.

          (h) Following a Change in Control. If, within thirty-six (36) months following a Change in Control, the Executive (i) is terminated without Cause, or (ii) resigns for Good Reason (as defined and qualified in Section 9(f) above), then the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, (iii) an amount equal to two hundred ninety-nine percent (299%)

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of the Adjusted Bonus Amount, (iv) an amount equal to two hundred ninety-nine percent (299%) of the Executive’s Base Salary, (v) notwithstanding anything to the contrary in any equity incentive plan or agreement, all equity incentive awards which are then outstanding, to the extent not then vested, shall vest, (vi) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the third anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement, and (vii) any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements). The amounts referred to in clauses (i) through (iv) above will collectively be referred to as the “Change in Control Severance Amount.” The Change in Control Severance Amount will be paid to the Executive in a lump sum no later than sixty (60) days following the Date of Termination, with the date of such payment determined by the Company in its sole discretion. The Executive agrees to execute, deliver and not revoke a general release in the form attached as Exhibit A. Payments pursuant to this Section 9(h) will be made in lieu of, and not in addition to, any payment pursuant to any other paragraph of this Section 9.

          (i) Date of Termination. The Executive’s Date of Termination will be (i) if the Executive’s employment is terminated pursuant to Section 9(b), the date of his death, (ii) if the Executive’s employment is terminated pursuant to Section 9(c), Section 9(d) or Section 9(e), the date on which a Notice of Termination is given, (iii) if the Executive’s employment is terminated pursuant to Section 9(f), the date specified in the Notice of Resignation, (iv) if the Executive’s employment is terminated pursuant to Section 9(g), the date specified in the Notice of Resignation (provided that the Executive will deliver such Notice of Resignation to the Company not less than thirty (30) days before the Date of Termination specified therein), or (v) if the Executive’s employment is terminated pursuant to Section 9(h), the date specified in the Notice of Termination or the Notice of Resignation, as applicable.

          (j) For the purposes of this Agreement, a “Change in Control” will mean any of the following events:

               (i) any person or entity, including a “group” as defined in Section 13(d)(3) of the Exchange Act, other than the Company or a wholly-owned subsidiary thereof or any employee benefit plan of the Company or any of its subsidiaries, becomes the beneficial owner of the Company’s securities having 35% or more of the combined voting power of the then outstanding securities of the Company that may be cast for the election of directors of the Company (other than as a result of an issuance of securities initiated by the Company in the ordinary course of business); or

               (ii) as the result of, or in connection with, any cash tender or exchange offer, merger or other business combination, sales of all or substantially all assets or contested election, or any combination of the foregoing transactions, less than a majority of the combined voting power of the then outstanding securities of the Company or any successor company or entity entitled to vote generally in the election of the directors of the Company or a successor company or entity after such transaction are held

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in the aggregate by the holders of the Company’s securities entitled to vote generally in the election of directors of the Company immediately prior to such transaction; or

               (iii) during any period of two consecutive years, individuals who at the beginning of any such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by the Company’s shareholders, of each director of the Company first elected during such period was approved by a vote of at least two-thirds of the directors of the Company then still in office who were directors of the Company at the beginning of any such period.

     Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any Person (the “Subject Person”) acquired beneficial ownership of more than the permitted amount of the outstanding voting securities as a result of the acquisition of voting securities by the Company which, by reducing the number of voting securities outstanding, increased the proportional number of shares beneficially owned by the Subject Person, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of voting securities by the Company, and after such share acquisition by the Company, the Subject Person becomes the beneficial owner of any additional voting securities, then a Change in Control shall occur.

          (k) Delay of Payment Required by Section 409A of the Code. It is intended that (i) each payment or installment of payments provided under this Agreement will be a separate “payment” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) that the payments will satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code, including those provided under Treasury Regulations 1.409A-1(b)(4) (regarding short-term deferrals), 1.409A-1(b)(9)(iii) (regarding the two-times, two-year exception), and 1.409A-1(b)(9)(v) (regarding reimbursements and other separation pay). Notwithstanding anything to the contrary in this Agreement, if the Company determines (i) that on the date the Executive’s employment with the Company terminates or at such other time that the Company determines to be relevant, the Executive is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)) of the Company and (ii) that any payments to be provided to the Executive pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A of the Code if provided at the time otherwise required under this Agreement, then such payments will be delayed until the date that is six (6) months after the date of the Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) with the Company. Any payments delayed pursuant to this Section 9(k) will be made in a lump sum on the first day of the seventh month following the Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) and any remaining payments, if applicable, required to be made under this Agreement will be paid upon the schedule otherwise applicable to such payments under the Agreement. In addition, to the extent that any reimbursement, fringe benefit or other, similar plan or arrangement in which the Executive participates during the term of Executive’s employment under this Agreement or thereafter provides for a “deferral of compensation” within the meaning of Section 409A of the Code, (i) the amount eligible for reimbursement or payment under such plan or arrangement in one calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), and (ii) subject to any shorter time periods provided herein or the applicable plans or arrangements, any reimbursement or payment of an expense under such plan or arrangement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred.

          (l) Other Agreements. This Agreement does not replace or supersede the Executive’s Severance Benefit Agreement or Salary Continuation Agreement with the Company.

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Amounts to be received under this Agreement shall be reduced by the amounts of any payments actually made under the Severance Benefit Agreement. No reduction of amounts to be paid hereunder shall be made with respect to amounts of any payments made under the Salary Continuation Agreement.

          (m) Insurance. In the event of termination under subsections 9(a), (c), (e), (f), (g), or (h), where the Executive does not obtain substantially similar health insurance coverage from a subsequent employer as set forth in such subsections, after the period for the provision of required health insurance coverage by the Company at its cost under such subsections, the Company shall, while Executive is living, use its commercially reasonable efforts to make available to the Executive health insurance benefits for the Executive and his spouse and dependents under the Company’s then-existing health insurance plan, at the Executive’s expense and at no additional cost to the Company; ; provided that if any person covered under this Section 9(m) is eligible for coverage under Medicare or any similar federal health benefits program, to the extent permitted by applicable law and not specifically contrary to the Company’s health insurance plan, such Medicare coverage shall be primary.

     10. Representations.

          (a) The Company represents and warrants that this Agreement has been authorized by all necessary corporate action of the Company and is a valid and binding agreement of the Company enforceable against it in accordance with its terms.

          (b) The Executive represents and warrants that he is not a party to any agreement or instrument which would prevent him from entering into or performing his duties in any way under this Agreement.

     11. Assignment; Binding Agreement. This Agreement is a personal contract and the rights and interests of the Executive hereunder may not be sold, transferred, assigned, pledged, encumbered, or hypothecated by him, except as otherwise expressly permitted by the provisions of this Agreement. This Agreement will inure to the benefit of and be enforceable by the Executive and his personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amount would still be payable to him hereunder had the Executive continued to live, all such amounts, unless otherwise provided herein, will be paid in accordance with the terms of this Agreement to his devisee, legatee or other designee or, if there is no such designee, to his estate.

     12. Confidentiality; Non-Solicitation; Non-Competition.

          (a) Non-Solicitation. The Executive agrees that for a period of one (1) year after the Date of Termination if the Executive receives a payment under Section 9(e), Section 9(f) or Section 9(h), the Executive will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, the services of any person who is an executive officer of the Company or solicit any of the Company’s executive officers to terminate their employment or agency with the Company, except with the Company’s express written consent.

          (b) Non-competition. So long as Executive remains employed by the Company, Executive shall not compete, directly or indirectly, with the Company. For a period of twelve (12) months following termination of Executive’s employment with the Company (the “Non-compete Period”) if the Executive receives a payment under Section 9(e), Section 9(f) or Section 9(h), the Executive shall not enter into or engage in any business that consists of a casual dining restaurant concept whose menu is substantially similar to the Company’s menu in a geographic market where the Company operates a restaurant at the time of the termination of the Executive (the “Company Business”). For the purposes of

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this subsection (b), Executive understands that he shall be competing if he engages in any or all of the activities set forth herein directly as an individual on his own account, or indirectly as a partner, joint venturer, employee, agent, consultant, officer and/or director of any firm, association, corporation, or other entity, or as a stockholder of any corporation in which Executive owns, directly or indirectly, individually or in the aggregate, more than one percent (1%) of the outstanding stock; provided, however, that at such time as he is no longer employed by the Company, Executive’s direct or indirect ownership as a stockholder of less than five percent (5%) of the outstanding stock of any publicly traded corporation shall not by itself constitute a violation of this subsection (b).

          (c) The parties intend that each of the covenants contained in this Section 12 will be construed as a series of separate covenants relating to jurisdictions in which the Company may have a restaurant, one for each state of the United States, each county of each state of the United States. Except for geographic coverage, each such separate covenant will be deemed identical in terms to the covenant contained in the preceding subsections of this Section 12. If, in any judicial proceeding, a court will refuse to enforce any of the separate covenants (or any part thereof) deemed included in those subsections, then such unenforceable covenant (or such part) will be deemed eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. In the event that the provisions of this Section 12 should ever be deemed to exceed the time or geographic limitations, or the scope of this covenant is ever deemed to exceed that which is permitted by applicable law, then such provisions will be reformed to the maximum time, geographic limitations or scope, as the case may be, permitted by applicable law. The unenforceability of any covenant in this Section 12 will not preclude the enforcement of any other of said covenants or provisions of any other obligation of the Executive or the Company hereunder, and the existence of any claim or cause of action by the Executive or the Company against the other, whether predicated on the Agreement or otherwise, will not constitute a defense to the enforcement by the Company of any of said covenants.

          (d) If the Executive will be in violation of any provision of this Section 12, then each time limitation set forth in this Section 12 will be extended for a period of time equal to the period of time during which such violation or violations occur. If the Company seeks injunctive relief from such violation in any court, then the covenants in this Section 12 will be extended for a period of time equal to the pendency of such proceedings, including all appeals by the Executive.

     13. Confidentiality.

          (a) During the Term and at any time thereafter, Executive shall not disclose, furnish, disseminate, make available or, except in the ordinary course of performing his duties on behalf of the Company, use any trade secrets or confidential business and technical information of the Company, or its parent, subsidiaries or affiliated entities without limitation as to when it was acquired by Executive or whether it was compiled or obtained by, or furnished to Executive while he was employed by the Company. Such trade secrets and confidential business and technical information are considered to include, without limitation, development plans, financial statistics, research data, or any other statistics and plans contained in monthly and annual review books, profit plans, capital plans, critical issues plans, strategic plans, or marketing, real estate, or restaurant operations plans. Executive specifically acknowledges that all such information, whether reduced to writing or maintained in Executive’s mind or memory and whether compiled by the Company and/or Executive derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from its disclosure or use, that reasonable efforts have been put forth by the Company to maintain the secrecy of such information, that such information is and shall remain the sole property of the Company and that any retention and use of such information during or after the termination of

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Executive’s relationship with the Company (except in the course of Executive’s performance of his duties) shall constitute a misappropriation of the Company’s trade secrets.

          (b) The above restrictions on disclosure and use of confidential information shall not prevent Executive from: (i) using or disclosing information in the good faith performance of his duties on behalf of the Company; (ii) using or disclosing information to another employee to whom disclosure is required to perform in good faith the duties of either person on behalf of the Company; (iii) using or disclosing information to another person or entity bound by a duty or an agreement of confidentiality as part of the performance in good faith of Executive’s duties on behalf of the Company or as authorized in writing by the Company; (iv) at any time after the period of Executive’s employment using or disclosing information to the extent such information is, through no fault or disclosure of Executive, generally known to the public; (v) using or disclosing information which was not disclosed to Executive by the Company or otherwise during the period of Executive’s employment which is then disclosed to Executive after termination of Executive’s employment with the Company by a third party who is under no duty or obligation not to disclose such information; or (vi) disclosing information as required by law. If Executive becomes legally compelled to disclose any of the confidential information, Executive shall (i) provide the Company with reasonable prior written notice of the need for such disclosure such that the Company may obtain a protective order; (ii) if disclosure is required, furnish only that portion of the confidential information which, in the written opinion of Executive’s counsel delivered to the Company, is legally required; and (iii) exercise reasonable efforts to obtain reliable assurances that confidential treatment shall be accorded to the confidential information.

     14. Company Remedies. The Executive acknowledges and agrees that the restrictions and covenants contained in this Agreement are reasonable and necessary to protect the legitimate interests of the Company and that the services to be rendered by him hereunder are of a special, unique and extraordinary character. To that end, in the event of any breach by the Executive of Section 12 or Section 13 hereof, the Executive agrees that the Company would be entitled to injunctive relief, which entails that (i) it would be difficult to replace the Executive’s services; (ii) the Company would suffer irreparable harm that would not be adequately compensated by monetary damages and (iii) the remedy at law for any breach of any of the provisions of Section 12 or Section 13 may be inadequate. The Executive further acknowledges that legal counsel of his choosing has reviewed this Agreement, that the Executive has consulted with such counsel, and that he agrees to the terms herein without reservation. Accordingly, the Executive specifically agrees that the Company will be entitled, in addition to any remedy at law or in equity, to (i) retain any and all payments not yet paid to him under this Agreement in the event of any breach by him of his covenants under Sections 12 and 13 hereunder, (ii) in the event of such breach, recover an amount equal to the after-tax payments previously made to the Executive under Section 9(e)(iii), 9(e)(iv), 9(f)(iii), 9(f)(iv), or 9(h)(iii), 9(h)(iv), and (iii) obtain preliminary and permanent injunctive relief and specific performance for any actual or threatened violation of Section 12 or Section 13 of this Agreement. This provision with respect to injunctive relief will not, however, diminish the right to claim and recover damages, or to seek and obtain any other relief available to it at law or in equity, in addition to injunctive relief.

     15. Certain Additional Payments by the Company.

          (a) Anything in this Agreement to the contrary notwithstanding and except as set forth below, if it will be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 15) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”),

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then the Executive will be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

          (b) Subject to the provisions of Section 15(c), all determinations required to be made under this Section 15, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determination, will be made by the Company’s regular certified public accounting firm (the “Accounting Firm”), which will provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. If the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the applicable Change in Control, the Company will appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 15, will be paid by the Company to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, within five (5) days of the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm will be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. If the Company exhausts its remedies pursuant to Section 15(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will determine the amount of the Underpayment that has occurred and any such Underpayment will be promptly paid by the Company to or for the benefit of the Executive.

          (c) The Executive will notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional Gross-Up Payment). Such notification will be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and will apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will not pay such claim before the expiration of the thirty-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive will:

               (i) give the Company any information reasonably requested by the Company relating to such claim,

               (ii) take such action in connection with contesting such claim as the Company will reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,

               (iii) cooperate with the Company in good faith in order effectively to contest such claim, and

               (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company will bear and pay directly all costs and expenses (including

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additional interest and penalties) incurred in connection with such contest and will indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation of the foregoing provisions of this Section 15(c), the Company will control all proceedings taken in connection with such contest (to the extent applicable to the Excise Tax and the Gross-Up Payment) and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company will determine; provided, however, that if the Company directs the Executive to pay such claim and sue for a refund, the Company will advance the amount of such payment to the Executive, on an interest-free basis and will indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided, further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest will be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive will be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

          (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 15(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive will (subject to the Company’s complying with the requirements of Section 15(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 15(c), a determination is made that the Executive will not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund before the expiration of thirty (30) days after such determination, then such advance will be forgiven and will not be required to be repaid and the amount of such advance will offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

          (e) Notwithstanding any other provision of this Section 15, any Gross-Up Payment or Underpayment due to the Executive hereunder will be paid in accordance with this Section 15, but in no event may any such payments be made later than December 31 of the year following the year (i) any excise tax is paid to the Internal Revenue Service regarding this Section 15 or (ii) any tax audit or litigation brought by the Internal Revenue Service or other relevant taxing authority related to this Section 15 is completed or resolved.

     16. Entire Agreement. This Agreement and the equity incentive and benefit plans and agreements referenced herein contain all the understandings between the parties hereto pertaining to the matters referred to herein, and supersede any other undertakings and agreements, whether oral or in writing, previously entered into by them with respect thereto. To the extent that any term or provision of any other document or agreement executed by the Executive with or for the Company during the Term of this Agreement conflicts or is inconsistent with this Agreement, the terms and conditions of this Agreement shall prevail and supersede such inconsistent or conflicting term or provision.

     17. Amendment, Modification or Waiver. No provision of this Agreement may be amended or waived, unless such amendment or waiver is agreed to in writing, signed by the Executive and by a duly authorized officer of the Company. No waiver by any party hereto of any breach by

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another party hereto of any condition or provision of this Agreement to be performed by such other party will be deemed a waiver of a similar or dissimilar condition or provision at the same time, any prior time or any subsequent time.

     18. Notices. Any notice to be given hereunder will be in writing and will be deemed given when delivered personally, sent by courier or facsimile (if a facsimile number is set forth) or registered or certified mail, postage prepaid, return receipt requested, addressed to the party concerned at the address indicated below or to such other address as such party may subsequently give notice hereunder in writing:

To the Executive at:	R. Gregory Lewis 915 Elmington Ct. Brentwood, TN 37027 Facsimile: (615) ____________
With a copy to:
	Facsimile: (___) __________________
To the Company at:	J. Alexander’s Corporation 3401 West End Avenue Suite 260 Nashville, TN 37203 Attention: Chief Executive Officer Facsimile: (615) 269-1999
With a copy to:	F. Mitchell Walker, Jr. Bass, Berry & Sims PLC 315 Deaderick Street, Suite 2700 Nashville, Tennessee 37238-3001 Facsimile: (615) 742-2775

Any notice delivered personally or by courier under this Section 18 will be deemed given on the date delivered and any notice sent by facsimile or registered or certified mail, postage prepaid, return receipt requested, will be deemed given on the date transmitted by facsimile or five days after post-marked if sent by U.S. mail.

     19. Severability. If any provision of this Agreement or the application of any such provision to any party or circumstances will be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement or the application of such provision to such person or circumstances other than those to which it is so determined to be invalid and unenforceable, will not be affected thereby, and each provision hereof will be validated and will be enforced to the fullest extent permitted by law.

     20. Governing Law. This Agreement will be governed by and construed under the internal laws of the State of Tennessee, without regard to its conflict of laws principles.

     21. Jurisdiction and Venue. This Agreement will be deemed performable by all parties in, and venue will exclusively be in the state or federal courts located in the State of Tennessee. The Executive and the Company hereby consent to the personal jurisdiction of these courts and waive any

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objections that such venue is objectionable or improper.

     22. Headings. All descriptive headings of sections and paragraphs in this Agreement are intended solely for convenience, and no provision of this Agreement is to be construed by reference to the heading of any section or paragraph.

     23. Withholding. All payments to the Executive under this Agreement will be reduced by all applicable withholding required by federal, state or local law.

     24. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

     25. Expenses Incurred in Enforcing this Agreement. The Executive shall be entitled to reimbursement of costs and expenses (including reasonable attorneys fees) incurred by the Executive or his heirs or executors in connection with any claim or proceeding to enforce this Agreement by Executive.

     26. Tax Matters. By accepting this Agreement, Executive hereby agrees and acknowledges that neither the Company nor its subsidiaries make any representations with respect to the application of Section 409A of the Code to any tax, economic or legal consequences of any payments payable to the Executive hereunder (including, without limitation, payments pursuant to Section 9 above). Further, by the acceptance of this Agreement, the Executive acknowledges that (i) Executive has obtained independent tax advice regarding the application of Section 409A of the Code to the payments due to the Executive hereunder, (ii) Executive retains full responsibility for the potential application of Section 409A of the Code to the tax and legal consequences of payments payable to the Executive hereunder and (iii) the Company shall not indemnify or otherwise compensate the Executive for any violation of Section 409A of the Code that may occur in connection with this Agreement (including, without limitation, payments pursuant to Section 9 above). The parties agree to cooperate in good faith to amend such documents and to take such actions as may be necessary or appropriate to comply with Code Section 409A.

[Signature Page Follows]

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     IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement effective as of date set forth above.

J. ALEXANDER’S CORPORATION

By:      /s/ Lonnie J. Stout
Name: /s/ Lonnie J. Stout
Title: Chairman, Chief Executive Officer and President

EXECUTIVE

/s/ R. Gregory Lewis
R. Gregory Lewis

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EX-10.3

Exhibit 10.3

EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT, dated as of December 26, 2008, (the “Agreement”), is by and between J. Alexander’s Corporation, a Tennessee corporation (the “Company”), and J. Michael Moore (the “Executive”).

     WHEREAS, the Company desires to continue to employ the Executive to serve as Vice-President, Human Resources and Administration of the Company and the Executive desires to hold such positions under the terms and conditions of this Agreement; and

     WHEREAS, the parties desire to enter into this Agreement setting forth the terms and conditions of the employment relationship between the Executive and the Company.

     NOW, THEREFORE, intending to be legally bound hereby, the parties agree as follows:

     1. Employment. The Company hereby employs the Executive (directly or through a wholly owned subsidiary) and the Executive hereby agrees to continue his employment with the Company upon the terms and subject to the conditions set forth herein.

     2. Term.

          (a) Subject to termination pursuant to Section 9, the term of the employment by the Company of the Executive pursuant to this Agreement (as the same may be renewed or extended, the “Term”) will commence on the date hereof (the “Effective Date”) and terminate on December 25, 2011.

          (b) Commencing on December 26, 2011 and on each subsequent anniversary thereof, this Agreement shall automatically renew for successive one-year periods upon all terms and conditions herein, unless either party shall provide written notice to the other not less than ninety (90) days prior to the expiration of the Term. Notwithstanding any other provision of this Agreement, any non-renewal by the Company of this Agreement shall constitute a termination by the Company without Cause and will serve as a termination event giving rise to the Executive’s right to receive payments pursuant to Section 9(e) as if the expiration of this Agreement were the Date of Termination, unless employment continues after the expiration of this Agreement on terms mutually agreed by the Company and the Executive.

     3. Position. During the Term, the Executive will serve as Vice-President, Human Resources and Administration of the Company performing duties commensurate with such position and will perform such additional duties as the Board of Directors of the Company (the “Board”) will determine. The Executive will report to the Chief Executive Officer of the Company. The Executive agrees to serve, without any additional compensation, as a member of the board of directors and/or as an officer of any subsidiary of the Company. If the Executive’s employment is terminated for any reason, whether such termination is voluntary or involuntary, the Executive will resign as a Company (and as a director and/or officer of any of its subsidiaries), such resignation to be effective no later than the date of termination of the Executive’s employment with the Company.

     4. Duties. During the Term, the Executive will devote his full time and attention during normal business hours to the business and affairs of the Company and its subsidiaries (the “Business”); provided, however, that the Executive will be permitted to devote reasonable periods of time to charitable and community activities, so long as such activities do not interfere with the performance of the Executive’s responsibilities under this Agreement.

     5. Salary and Bonus.

          (a) For purposes of this Agreement, the “Initial Contract Year” will mean the period commencing on the Effective Date and ending on December 25, 2009. A “Contract Year” will mean the Initial Contract Year and any anniversary thereof.

          (b) During the Initial Contract Year, the Company will pay the Executive a base salary at the rate in effect on the date hereof. Each calendar year during the term of this Agreement, the Compensation Committee of the Board (the “Compensation Committee”) will, in good faith, review the Executive’s annual base salary and may increase (but not decrease) such amount as it may deem advisable (such annual rate of salary, as the same may be increased, the “Base Salary”). The Base Salary will be payable to the Executive in substantially equal installments in accordance with the Company’s normal payroll practices.

          (c) During each fiscal year of the Company, the Executive will be eligible for a target cash bonus based on a percentage of his then-current Base Salary to be designated by the Compensation Committee. The Executive’s entitlement to such cash bonus, if any, will be determined by the Compensation Committee based on the terms of the executive bonus program then in effect, including the Compensation Committee’s good faith determination as to whether pre-determined performance targets of the Company have been achieved following a review of the Company’s year-end financial statements. All such performance targets will be determined by the Compensation Committee after consulting with Executive.

     6. Long-Term Incentive Awards. The Executive shall participate in any long-term incentive awards offered to senior executives of the Company, as determined by the Compensation Committee.

     7. Vacation, Holidays and Sick Leave; Life Insurance. During the Term, the Executive will be entitled to paid vacation in accordance with the Company’s standard vacation accrual policies for its senior executive officers as may be in effect from time to time; provided, that the Executive will during each Contract Year be entitled to at least four (4) weeks of such vacation. During the Term, the Executive will also be entitled to participate in all applicable Company employee benefits plans as may be in effect from time to time for the Company’s senior executive officers.

     8. Business Expenses. The Executive will be reimbursed for all reasonable business expenses incurred by him in connection with his employment following timely submission by the Executive of receipts and other documentation in accordance with the Company’s normal expense reimbursement policies.

     9. Termination of Agreement. The Executive’s employment by the Company pursuant to this Agreement will not be terminated before the end of the Term hereof, except as set forth in this Section 9.

          (a) By Mutual Consent. The Executive’s employment pursuant to this Agreement may be terminated at any time by the mutual written agreement of the Company and the Executive.

          (b) Death. The Executive’s employment pursuant to this Agreement will be terminated upon the death of the Executive, in which event the Executive’s spouse or heirs will receive, (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination (as defined in Section 9(i) hereof), (ii) any other unpaid benefits (including death benefits) to which they are entitled under any plan, policy or program of the Company applicable to the

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Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements) and (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s spouse or heirs in a lump sum no later than thirty (30) days following the date of the Executive’s death, with the date of such payment within such period determined by the Company in its sole discretion.

          (c) Disability. The Executive’s employment pursuant to this Agreement may be terminated by delivery of written notice to the Executive by the Company (a “Notice of Termination”) in the event that the Executive is unable, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-period. If the Executive’s employment is terminated pursuant to this Section 9(c), the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, with the date of such payment within such period determined by the Company in its sole discretion.

          (d) By the Company for Cause. The Executive’s employment pursuant to this Agreement may be terminated by delivery of a Notice of Termination upon the occurrence of any of the following events (each of which will constitute “Cause” for termination): (i) conviction of a felony or of a crime involving misappropriation or embezzlement; (ii) willful and material wrongdoing by the Executive, including, but not limited to, acts of dishonesty or fraud, which have a material adverse effect on the Company or any of its subsidiaries; (iii) repeated material failure of the Executive to follow the direction of the Company and its Board of Directors regarding the material duties of employment; or (iv) material breach by the Executive of a material obligation under this Agreement. In order for the Company to be entitled to terminate the Executive for Cause under this Section 9(d) the following conditions must be met: (A) the Company shall provide written notice to the Executive of the existence of a condition described in clauses (i), (ii), (iii) or (iv) above within 90 days of the initial existence of such condition (which written notice shall specifically identify the manner in which the Company believes the Executive has triggered one of the conditions); (B) the Executive shall be entitled to remedy the condition within 30 days of receiving such notice; and (C) the Executive shall have failed to remedy the condition during such

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period. If the Executive’s employment is terminated pursuant to this Section 9(d), the Executive will be entitled to receive all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination (such amounts shall be paid within thirty (30) days of the Date of Termination, with the date of such payment determined by the Company in its sole discretion), any other unpaid benefits to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (including, without limitation, the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, with such benefits to be paid in accordance with the applicable provisions of the applicable arrangement) and no more.

          (e) By the Company Without Cause. The Executive’s employment pursuant to this Agreement may be terminated by the Company at any time without Cause by delivery of a Notice of Termination. If the Executive’s employment is terminated pursuant to this Section 9(e), the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, (iii) an amount equal to two hundred percent (200%) of the Executive’s Base Salary, (iv) an amount equal to two hundred percent (200%) of the Executive’s average cash bonus paid (or earned, but not yet paid, for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs) to Executive in respect of the three most recent fiscal years immediately preceding the fiscal year in which the Executive’s employment terminates hereunder, or, if greater than such average, the bonus paid (or earned, but not yet paid) for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs (such average or greater amount, the “Adjusted Bonus Amount”), (v) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement; and (vi) any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements). The amounts referred to in clauses (i) through (iv) above will be paid to the Executive in a lump sum no later than sixty (60) days following the Date of Termination, with the date of such payment determined by the Company in its sole discretion. As a condition to receiving such payment, the Executive agrees to execute, deliver and not revoke a general release in the form attached as Exhibit A.

          (f) By the Executive for Good Reason. The Executive’s employment pursuant to this Agreement may be terminated by the Executive by written notice of his resignation (“Notice of Resignation”) delivered to the Company within two (2) years of any of the following (each of which will constitute “Good Reason” for resignation): (i) a material reduction by the Company in the Executive’s title or position, or a material reduction by the Company in the Executive’s authority, duties or responsibilities (including, without limitation, Executive no longer serving on the Company’s board of directors), or the assignment by the Company to the Executive of any duties or responsibilities that are materially inconsistent with such title, position, authority, duties or responsibilities; (ii) a material

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reduction in Base Salary; (iii) any material breach of this Agreement by the Company; or (iv) the Company’s requiring the Executive to relocate his office location more than fifty (50) miles from Nashville, Tennessee. For avoidance of doubt, “Good Reason” will exclude the death or Disability of the Executive. In order for the Executive to be entitled to resign for Good Reason under this Section 9(f) the following conditions must be met: (A) the Executive shall notify the Company of the existence of a condition described in (i), (ii), or (iii) within 90 days of the initial existence of the condition; (B) the Company shall be entitled to remedy the condition within 30 days of receiving such notice; and (C) the Company shall have failed to remedy the condition during such time period. If the Executive resigns for Good Reason pursuant to this Section 9(f), the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) the amount of any cash bonus related to any Contract Year ending before the Date of Termination that has been earned but remains unpaid, (iii) an amount equal to two hundred percent (200%) of the Executive’s Base Salary, (iv) an amount equal to two hundred percent (200%) of the Adjusted Bonus Amount, (v) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement, and (vi) any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements). The amounts referred to in clauses (i) through (iv) above will be paid to the Executive in a lump sum no later than sixty (60) days following the Date of Termination, with the date of such payment determined by the Company in its sole discretion. As a condition to receiving such payment, the Executive agrees to execute, deliver and not revoke a general release in the form attached as Exhibit A.

          (g) By the Executive Without Good Reason. The Executive’s employment pursuant to this Agreement may be terminated by the Executive at any time by delivery of a Notice of Resignation to the Company. If the Executive’s employment is terminated pursuant to this Section 9(g), the Executive will receive all Base Salary and benefits (including any earned but unpaid cash bonus) to be paid or provided to the Executive under this Agreement through the Date of Termination (such amounts shall be paid within thirty (30) days of the Date of Termination, with the date of such payment determined by the Company in its sole discretion), any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (including, without limitation, the amount of any cash bonus related to any year ending before the Date of Termination which has been earned but remains unpaid, with such benefits to be paid in accordance with the applicable provisions of the applicable arrangement) and no more.

          (h) Following a Change in Control. If, within thirty-six (36) months following a Change in Control, the Executive (i) is terminated without Cause, or (ii) resigns for Good Reason (as defined and qualified in Section 9(f) above), then the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, (iii) an amount equal to two hundred ninety-nine percent (299%)

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of the Adjusted Bonus Amount, (iv) an amount equal to two hundred ninety-nine percent (299%) of the Executive’s Base Salary, (v) notwithstanding anything to the contrary in any equity incentive plan or agreement, all equity incentive awards which are then outstanding, to the extent not then vested, shall vest, (vi) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the third anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement, and (vii) any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements). The amounts referred to in clauses (i) through (iv) above will collectively be referred to as the “Change in Control Severance Amount.” The Change in Control Severance Amount will be paid to the Executive in a lump sum no later than sixty (60) days following the Date of Termination, with the date of such payment determined by the Company in its sole discretion. The Executive agrees to execute, deliver and not revoke a general release in the form attached as Exhibit A. Payments pursuant to this Section 9(h) will be made in lieu of, and not in addition to, any payment pursuant to any other paragraph of this Section 9.

          (i) Date of Termination. The Executive’s Date of Termination will be (i) if the Executive’s employment is terminated pursuant to Section 9(b), the date of his death, (ii) if the Executive’s employment is terminated pursuant to Section 9(c), Section 9(d) or Section 9(e), the date on which a Notice of Termination is given, (iii) if the Executive’s employment is terminated pursuant to Section 9(f), the date specified in the Notice of Resignation, (iv) if the Executive’s employment is terminated pursuant to Section 9(g), the date specified in the Notice of Resignation (provided that the Executive will deliver such Notice of Resignation to the Company not less than thirty (30) days before the Date of Termination specified therein), or (v) if the Executive’s employment is terminated pursuant to Section 9(h), the date specified in the Notice of Termination or the Notice of Resignation, as applicable.

          (j) For the purposes of this Agreement, a “Change in Control” will mean any of the following events:

               (i) any person or entity, including a “group” as defined in Section 13(d)(3) of the Exchange Act, other than the Company or a wholly-owned subsidiary thereof or any employee benefit plan of the Company or any of its subsidiaries, becomes the beneficial owner of the Company’s securities having 35% or more of the combined voting power of the then outstanding securities of the Company that may be cast for the election of directors of the Company (other than as a result of an issuance of securities initiated by the Company in the ordinary course of business); or

               (ii) as the result of, or in connection with, any cash tender or exchange offer, merger or other business combination, sales of all or substantially all assets or contested election, or any combination of the foregoing transactions, less than a majority of the combined voting power of the then outstanding securities of the Company or any successor company or entity entitled to vote generally in the election of the directors of the Company or a successor company or entity after such transaction are held

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in the aggregate by the holders of the Company’s securities entitled to vote generally in the election of directors of the Company immediately prior to such transaction; or

               (iii) during any period of two consecutive years, individuals who at the beginning of any such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by the Company’s shareholders, of each director of the Company first elected during such period was approved by a vote of at least two-thirds of the directors of the Company then still in office who were directors of the Company at the beginning of any such period.

     Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any Person (the “Subject Person”) acquired beneficial ownership of more than the permitted amount of the outstanding voting securities as a result of the acquisition of voting securities by the Company which, by reducing the number of voting securities outstanding, increased the proportional number of shares beneficially owned by the Subject Person, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of voting securities by the Company, and after such share acquisition by the Company, the Subject Person becomes the beneficial owner of any additional voting securities, then a Change in Control shall occur.

          (k) Delay of Payment Required by Section 409A of the Code. It is intended that (i) each payment or installment of payments provided under this Agreement will be a separate “payment” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) that the payments will satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code, including those provided under Treasury Regulations 1.409A-1(b)(4) (regarding short-term deferrals), 1.409A-1(b)(9)(iii) (regarding the two-times, two-year exception), and 1.409A-1(b)(9)(v) (regarding reimbursements and other separation pay). Notwithstanding anything to the contrary in this Agreement, if the Company determines (i) that on the date the Executive’s employment with the Company terminates or at such other time that the Company determines to be relevant, the Executive is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)) of the Company and (ii) that any payments to be provided to the Executive pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A of the Code if provided at the time otherwise required under this Agreement, then such payments will be delayed until the date that is six (6) months after the date of the Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) with the Company. Any payments delayed pursuant to this Section 9(k) will be made in a lump sum on the first day of the seventh month following the Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) and any remaining payments, if applicable, required to be made under this Agreement will be paid upon the schedule otherwise applicable to such payments under the Agreement. In addition, to the extent that any reimbursement, fringe benefit or other, similar plan or arrangement in which the Executive participates during the term of Executive’s employment under this Agreement or thereafter provides for a “deferral of compensation” within the meaning of Section 409A of the Code, (i) the amount eligible for reimbursement or payment under such plan or arrangement in one calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), and (ii) subject to any shorter time periods provided herein or the applicable plans or arrangements, any reimbursement or payment of an expense under such plan or arrangement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred.

          (l) Other Agreements. This Agreement does not replace or supersede the Executive’s Amended and Restated Salary Continuation Agreement with the Company. No reduction of

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amounts to be paid hereunder shall be made with respect to amounts of any payments made under the Salary Continuation Agreement.

          (m) Insurance. In the event of termination under subsections 9(a), (c), (e), (f), (g), or (h), where the Executive does not obtain substantially similar health insurance coverage from a subsequent employer as set forth in such subsections, after the period for the provision of required health insurance coverage by the Company at its cost under such subsections, the Company shall, while Executive is living, use its commercially reasonable efforts to make available to the Executive health insurance benefits for the Executive and his spouse and dependents under the Company’s then-existing health insurance plan, at the Executive’s expense and at no additional cost to the Company; ; provided that if any person covered under this Section 9(m) is eligible for coverage under Medicare or any similar federal health benefits program, to the extent permitted by applicable law and not specifically contrary to the Company’s health insurance plan, such Medicare coverage shall be primary.

     10. Representations.

          (a) The Company represents and warrants that this Agreement has been authorized by all necessary corporate action of the Company and is a valid and binding agreement of the Company enforceable against it in accordance with its terms.

          (b) The Executive represents and warrants that he is not a party to any agreement or instrument which would prevent him from entering into or performing his duties in any way under this Agreement.

     11. Assignment; Binding Agreement. This Agreement is a personal contract and the rights and interests of the Executive hereunder may not be sold, transferred, assigned, pledged, encumbered, or hypothecated by him, except as otherwise expressly permitted by the provisions of this Agreement. This Agreement will inure to the benefit of and be enforceable by the Executive and his personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amount would still be payable to him hereunder had the Executive continued to live, all such amounts, unless otherwise provided herein, will be paid in accordance with the terms of this Agreement to his devisee, legatee or other designee or, if there is no such designee, to his estate.

     12. Confidentiality; Non-Solicitation; Non-Competition.

          (a) Non-Solicitation. The Executive agrees that for a period of one (1) year after the Date of Termination if the Executive receives a payment under Section 9(e), Section 9(f) or Section 9(h), the Executive will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, the services of any person who is an executive officer of the Company or solicit any of the Company’s executive officers to terminate their employment or agency with the Company, except with the Company’s express written consent.

          (b) Non-competition. So long as Executive remains employed by the Company, Executive shall not compete, directly or indirectly, with the Company. For a period of twelve (12) months following termination of Executive’s employment with the Company (the “Non-compete Period”) if the Executive receives a payment under Section 9(e), Section 9(f) or Section 9(h), the Executive shall not enter into or engage in any business that consists of a casual dining restaurant concept whose menu is substantially similar to the Company’s menu in a geographic market where the Company operates a restaurant at the time of the termination of the Executive (the “Company Business”). For the purposes of this subsection (b), Executive understands that he shall be competing if he engages in any or all of the

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activities set forth herein directly as an individual on his own account, or indirectly as a partner, joint venturer, employee, agent, consultant, officer and/or director of any firm, association, corporation, or other entity, or as a stockholder of any corporation in which Executive owns, directly or indirectly, individually or in the aggregate, more than one percent (1%) of the outstanding stock; provided, however, that at such time as he is no longer employed by the Company, Executive’s direct or indirect ownership as a stockholder of less than five percent (5%) of the outstanding stock of any publicly traded corporation shall not by itself constitute a violation of this subsection (b).

          (c) The parties intend that each of the covenants contained in this Section 12 will be construed as a series of separate covenants relating to jurisdictions in which the Company may have a restaurant, one for each state of the United States, each county of each state of the United States. Except for geographic coverage, each such separate covenant will be deemed identical in terms to the covenant contained in the preceding subsections of this Section 12. If, in any judicial proceeding, a court will refuse to enforce any of the separate covenants (or any part thereof) deemed included in those subsections, then such unenforceable covenant (or such part) will be deemed eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. In the event that the provisions of this Section 12 should ever be deemed to exceed the time or geographic limitations, or the scope of this covenant is ever deemed to exceed that which is permitted by applicable law, then such provisions will be reformed to the maximum time, geographic limitations or scope, as the case may be, permitted by applicable law. The unenforceability of any covenant in this Section 12 will not preclude the enforcement of any other of said covenants or provisions of any other obligation of the Executive or the Company hereunder, and the existence of any claim or cause of action by the Executive or the Company against the other, whether predicated on the Agreement or otherwise, will not constitute a defense to the enforcement by the Company of any of said covenants.

          (d) If the Executive will be in violation of any provision of this Section 12, then each time limitation set forth in this Section 12 will be extended for a period of time equal to the period of time during which such violation or violations occur. If the Company seeks injunctive relief from such violation in any court, then the covenants in this Section 12 will be extended for a period of time equal to the pendency of such proceedings, including all appeals by the Executive.

     13. Confidentiality.

          (a) During the Term and at any time thereafter, Executive shall not disclose, furnish, disseminate, make available or, except in the ordinary course of performing his duties on behalf of the Company, use any trade secrets or confidential business and technical information of the Company, or its parent, subsidiaries or affiliated entities without limitation as to when it was acquired by Executive or whether it was compiled or obtained by, or furnished to Executive while he was employed by the Company. Such trade secrets and confidential business and technical information are considered to include, without limitation, development plans, financial statistics, research data, or any other statistics and plans contained in monthly and annual review books, profit plans, capital plans, critical issues plans, strategic plans, or marketing, real estate, or restaurant operations plans. Executive specifically acknowledges that all such information, whether reduced to writing or maintained in Executive’s mind or memory and whether compiled by the Company and/or Executive derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from its disclosure or use, that reasonable efforts have been put forth by the Company to maintain the secrecy of such information, that such information is and shall remain the sole property of the Company and that any retention and use of such information during or after the termination of Executive’s relationship with the Company (except in the course of Executive’s performance of his duties) shall constitute a misappropriation of the Company’s trade secrets.

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          (b) The above restrictions on disclosure and use of confidential information shall not prevent Executive from: (i) using or disclosing information in the good faith performance of his duties on behalf of the Company; (ii) using or disclosing information to another employee to whom disclosure is required to perform in good faith the duties of either person on behalf of the Company; (iii) using or disclosing information to another person or entity bound by a duty or an agreement of confidentiality as part of the performance in good faith of Executive’s duties on behalf of the Company or as authorized in writing by the Company; (iv) at any time after the period of Executive’s employment using or disclosing information to the extent such information is, through no fault or disclosure of Executive, generally known to the public; (v) using or disclosing information which was not disclosed to Executive by the Company or otherwise during the period of Executive’s employment which is then disclosed to Executive after termination of Executive’s employment with the Company by a third party who is under no duty or obligation not to disclose such information; or (vi) disclosing information as required by law. If Executive becomes legally compelled to disclose any of the confidential information, Executive shall (i) provide the Company with reasonable prior written notice of the need for such disclosure such that the Company may obtain a protective order; (ii) if disclosure is required, furnish only that portion of the confidential information which, in the written opinion of Executive’s counsel delivered to the Company, is legally required; and (iii) exercise reasonable efforts to obtain reliable assurances that confidential treatment shall be accorded to the confidential information.

     14. Company Remedies. The Executive acknowledges and agrees that the restrictions and covenants contained in this Agreement are reasonable and necessary to protect the legitimate interests of the Company and that the services to be rendered by him hereunder are of a special, unique and extraordinary character. To that end, in the event of any breach by the Executive of Section 12 or Section 13 hereof, the Executive agrees that the Company would be entitled to injunctive relief, which entails that (i) it would be difficult to replace the Executive’s services; (ii) the Company would suffer irreparable harm that would not be adequately compensated by monetary damages and (iii) the remedy at law for any breach of any of the provisions of Section 12 or Section 13 may be inadequate. The Executive further acknowledges that legal counsel of his choosing has reviewed this Agreement, that the Executive has consulted with such counsel, and that he agrees to the terms herein without reservation. Accordingly, the Executive specifically agrees that the Company will be entitled, in addition to any remedy at law or in equity, to (i) retain any and all payments not yet paid to him under this Agreement in the event of any breach by him of his covenants under Sections 12 and 13 hereunder, (ii) in the event of such breach, recover an amount equal to the after-tax payments previously made to the Executive under Section 9(e)(iii), 9(e)(iv), 9(f)(iii), 9(f)(iv), or 9(h)(iii), 9(h)(iv), and (iii) obtain preliminary and permanent injunctive relief and specific performance for any actual or threatened violation of Section 12 or Section 13 of this Agreement. This provision with respect to injunctive relief will not, however, diminish the right to claim and recover damages, or to seek and obtain any other relief available to it at law or in equity, in addition to injunctive relief.

     15. Certain Additional Payments by the Company.

          (a) Anything in this Agreement to the contrary notwithstanding and except as set forth below, if it will be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 15) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive will be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties

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imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

          (b) Subject to the provisions of Section 15(c), all determinations required to be made under this Section 15, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determination, will be made by the Company’s regular certified public accounting firm (the “Accounting Firm”), which will provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. If the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the applicable Change in Control, the Company will appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 15, will be paid by the Company to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, within five (5) days of the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm will be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. If the Company exhausts its remedies pursuant to Section 15(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will determine the amount of the Underpayment that has occurred and any such Underpayment will be promptly paid by the Company to or for the benefit of the Executive.

          (c) The Executive will notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional Gross-Up Payment). Such notification will be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and will apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will not pay such claim before the expiration of the thirty-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive will:

               (i) give the Company any information reasonably requested by the Company relating to such claim,

               (ii) take such action in connection with contesting such claim as the Company will reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,

               (iii) cooperate with the Company in good faith in order effectively to contest such claim, and

               (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company will bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and will indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and

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expenses. Without limitation of the foregoing provisions of this Section 15(c), the Company will control all proceedings taken in connection with such contest (to the extent applicable to the Excise Tax and the Gross-Up Payment) and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company will determine; provided, however, that if the Company directs the Executive to pay such claim and sue for a refund, the Company will advance the amount of such payment to the Executive, on an interest-free basis and will indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided, further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest will be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive will be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

          (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 15(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive will (subject to the Company’s complying with the requirements of Section 15(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 15(c), a determination is made that the Executive will not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund before the expiration of thirty (30) days after such determination, then such advance will be forgiven and will not be required to be repaid and the amount of such advance will offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

          (e) Notwithstanding any other provision of this Section 15, any Gross-Up Payment or Underpayment due to the Executive hereunder will be paid in accordance with this Section 15, but in no event may any such payments be made later than December 31 of the year following the year (i) any excise tax is paid to the Internal Revenue Service regarding this Section 15 or (ii) any tax audit or litigation brought by the Internal Revenue Service or other relevant taxing authority related to this Section 15 is completed or resolved.

     16. Entire Agreement. This Agreement and the equity incentive and benefit plans and agreements referenced herein contain all the understandings between the parties hereto pertaining to the matters referred to herein, and supersede any other undertakings and agreements, whether oral or in writing, previously entered into by them with respect thereto. To the extent that any term or provision of any other document or agreement executed by the Executive with or for the Company during the Term of this Agreement conflicts or is inconsistent with this Agreement, the terms and conditions of this Agreement shall prevail and supersede such inconsistent or conflicting term or provision.

     17. Amendment, Modification or Waiver. No provision of this Agreement may be amended or waived, unless such amendment or waiver is agreed to in writing, signed by the Executive and by a duly authorized officer of the Company. No waiver by any party hereto of any breach by another party hereto of any condition or provision of this Agreement to be performed by such other party will be deemed a waiver of a similar or dissimilar condition or provision at the same time, any prior time or any subsequent time.

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     18. Notices. Any notice to be given hereunder will be in writing and will be deemed given when delivered personally, sent by courier or facsimile (if a facsimile number is set forth) or registered or certified mail, postage prepaid, return receipt requested, addressed to the party concerned at the address indicated below or to such other address as such party may subsequently give notice hereunder in writing:

To the Executive at:	J. Michael Moore 6563 Brownlee Dr. Nashville, TN 37205 Facsimile: (615) ____________
With a copy to:
	Facsimile: (___) __________________
To the Company at:	J. Alexander’s Corporation 3401 West End Avenue Suite 260 Nashville, TN 37203 Attention: Chief Executive Officer Facsimile: (615) 269-1999
With a copy to:	F. Mitchell Walker, Jr. Bass, Berry & Sims PLC 315 Deaderick Street, Suite 2700 Nashville, Tennessee 37238-3001 Facsimile: (615) 742-2775

Any notice delivered personally or by courier under this Section 18 will be deemed given on the date delivered and any notice sent by facsimile or registered or certified mail, postage prepaid, return receipt requested, will be deemed given on the date transmitted by facsimile or five days after post-marked if sent by U.S. mail.

     19. Severability. If any provision of this Agreement or the application of any such provision to any party or circumstances will be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement or the application of such provision to such person or circumstances other than those to which it is so determined to be invalid and unenforceable, will not be affected thereby, and each provision hereof will be validated and will be enforced to the fullest extent permitted by law.

     20. Governing Law. This Agreement will be governed by and construed under the internal laws of the State of Tennessee, without regard to its conflict of laws principles.

     21. Jurisdiction and Venue. This Agreement will be deemed performable by all parties in, and venue will exclusively be in the state or federal courts located in the State of Tennessee. The Executive and the Company hereby consent to the personal jurisdiction of these courts and waive any objections that such venue is objectionable or improper.

     22. Headings. All descriptive headings of sections and paragraphs in this Agreement are intended solely for convenience, and no provision of this Agreement is to be construed by reference to the

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heading of any section or paragraph.

     23. Withholding. All payments to the Executive under this Agreement will be reduced by all applicable withholding required by federal, state or local law.

     24. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

     25. Expenses Incurred in Enforcing this Agreement. The Executive shall be entitled to reimbursement of costs and expenses (including reasonable attorneys fees) incurred by the Executive or his heirs or executors in connection with any claim or proceeding to enforce this Agreement by Executive.

     26. Tax Matters. By accepting this Agreement, Executive hereby agrees and acknowledges that neither the Company nor its subsidiaries make any representations with respect to the application of Section 409A of the Code to any tax, economic or legal consequences of any payments payable to the Executive hereunder (including, without limitation, payments pursuant to Section 9 above). Further, by the acceptance of this Agreement, the Executive acknowledges that (i) Executive has obtained independent tax advice regarding the application of Section 409A of the Code to the payments due to the Executive hereunder, (ii) Executive retains full responsibility for the potential application of Section 409A of the Code to the tax and legal consequences of payments payable to the Executive hereunder and (iii) the Company shall not indemnify or otherwise compensate the Executive for any violation of Section 409A of the Code that may occur in connection with this Agreement (including, without limitation, payments pursuant to Section 9 above). The parties agree to cooperate in good faith to amend such documents and to take such actions as may be necessary or appropriate to comply with Code Section 409A.

[Signature Page Follows]

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     IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement effective as of date set forth above.

J. ALEXANDER’S CORPORATION

By:      /s/ R. Gregory Lewis
Name: R. Gregory Lewis
Title: Chief Financial Officer, Vice-President, Finance

EXECUTIVE

/s/ J. Michael Moore

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EX-10.4

Exhibit 10.4

EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT, dated as of December 26, 2008, (the “Agreement”), is by and between J. Alexander’s Corporation, a Tennessee corporation (the “Company”), and Mark A. Parkey (the “Executive”).

     WHEREAS, the Company desires to continue to employ the Executive to serve as Vice-President and Controller of the Company and the Executive desires to hold such positions under the terms and conditions of this Agreement; and

     WHEREAS, the parties desire to enter into this Agreement setting forth the terms and conditions of the employment relationship between the Executive and the Company.

     NOW, THEREFORE, intending to be legally bound hereby, the parties agree as follows:

     1. Employment. The Company hereby employs the Executive (directly or through a wholly owned subsidiary) and the Executive hereby agrees to continue his employment with the Company upon the terms and subject to the conditions set forth herein.

     2. Term.

          (a) Subject to termination pursuant to Section 9, the term of the employment by the Company of the Executive pursuant to this Agreement (as the same may be renewed or extended, the “Term”) will commence on the date hereof (the “Effective Date”) and terminate on December 25, 2011.

          (b) Commencing on December 26, 2011 and on each subsequent anniversary thereof, this Agreement shall automatically renew for successive one-year periods upon all terms and conditions herein, unless either party shall provide written notice to the other not less than ninety (90) days prior to the expiration of the Term. Notwithstanding any other provision of this Agreement, any non-renewal by the Company of this Agreement shall constitute a termination by the Company without Cause and will serve as a termination event giving rise to the Executive’s right to receive payments pursuant to Section 9(e) as if the expiration of this Agreement were the Date of Termination, unless employment continues after the expiration of this Agreement on terms mutually agreed by the Company and the Executive.

     3. Position. During the Term, the Executive will serve as Vice-President and Controller of the Company performing duties commensurate with such positions and will perform such additional duties as the Board of Directors of the Company (the “Board”) will determine. The Executive will report to the Chief Executive Officer of the Company. The Executive agrees to serve, without any additional compensation, as a member of the board of directors and/or as an officer of any subsidiary of the Company. If the Executive’s employment is terminated for any reason, whether such termination is voluntary or involuntary, the Executive will resign as a Company (and as a director and/or officer of any of its subsidiaries), such resignation to be effective no later than the date of termination of the Executive’s employment with the Company.

     4. Duties. During the Term, the Executive will devote his full time and attention during normal business hours to the business and affairs of the Company and its subsidiaries (the “Business”); provided, however, that the Executive will be permitted to devote reasonable periods of time to charitable and community activities, so long as such activities do not interfere with the performance of the Executive’s responsibilities under this Agreement.

     5. Salary and Bonus.

          (a) For purposes of this Agreement, the “Initial Contract Year” will mean the period commencing on the Effective Date and ending on December 25, 2009. A “Contract Year” will mean the Initial Contract Year and any anniversary thereof.

          (b) During the Initial Contract Year, the Company will pay the Executive a base salary at the rate in effect on the date hereof. Each calendar year during the term of this Agreement, the Compensation Committee of the Board (the “Compensation Committee”) will, in good faith, review the Executive’s annual base salary and may increase (but not decrease) such amount as it may deem advisable (such annual rate of salary, as the same may be increased, the “Base Salary”). The Base Salary will be payable to the Executive in substantially equal installments in accordance with the Company’s normal payroll practices.

          (c) During each fiscal year of the Company, the Executive will be eligible for a target cash bonus based on a percentage of his then-current Base Salary to be designated by the Compensation Committee. The Executive’s entitlement to such cash bonus, if any, will be determined by the Compensation Committee based on the terms of the executive bonus program then in effect, including the Compensation Committee’s good faith determination as to whether pre-determined performance targets of the Company have been achieved following a review of the Company’s year-end financial statements. All such performance targets will be determined by the Compensation Committee after consulting with Executive.

     6. Long-Term Incentive Awards. The Executive shall participate in any long-term incentive awards offered to senior executives of the Company, as determined by the Compensation Committee.

     7. Vacation, Holidays and Sick Leave; Life Insurance. During the Term, the Executive will be entitled to paid vacation in accordance with the Company’s standard vacation accrual policies for its senior executive officers as may be in effect from time to time; provided, that the Executive will during each Contract Year be entitled to at least four (4) weeks of such vacation. During the Term, the Executive will also be entitled to participate in all applicable Company employee benefits plans as may be in effect from time to time for the Company’s senior executive officers.

     8. Business Expenses. The Executive will be reimbursed for all reasonable business expenses incurred by him in connection with his employment following timely submission by the Executive of receipts and other documentation in accordance with the Company’s normal expense reimbursement policies.

     9. Termination of Agreement. The Executive’s employment by the Company pursuant to this Agreement will not be terminated before the end of the Term hereof, except as set forth in this Section 9.

          (a) By Mutual Consent. The Executive’s employment pursuant to this Agreement may be terminated at any time by the mutual written agreement of the Company and the Executive.

          (b) Death. The Executive’s employment pursuant to this Agreement will be terminated upon the death of the Executive, in which event the Executive’s spouse or heirs will receive, (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination (as defined in Section 9(i) hereof), (ii) any other unpaid benefits (including death benefits) to which they are entitled under any plan, policy or program of the Company applicable to the

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Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements) and (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s spouse or heirs in a lump sum no later than thirty (30) days following the date of the Executive’s death, with the date of such payment within such period determined by the Company in its sole discretion.

          (c) Disability. The Executive’s employment pursuant to this Agreement may be terminated by delivery of written notice to the Executive by the Company (a “Notice of Termination”) in the event that the Executive is unable, as determined by the independent members of the Board of Directors (or any committee of the Board comprised solely of independent directors), to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness that has lasted (or can reasonably be expected to last) for a period of ninety (90) consecutive days, or for a total of ninety (90) days or more in any consecutive one hundred and eighty (180) day-period. If the Executive’s employment is terminated pursuant to this Section 9(c), the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) any other unpaid benefits (including disability benefits) to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements), (iii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, and (iv) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement. The amounts referred to in clauses (i) and (iii) will be paid to the Executive’s no later than thirty (30) days following the date of the Executive’s Date of Termination, with the date of such payment within such period determined by the Company in its sole discretion.

          (d) By the Company for Cause. The Executive’s employment pursuant to this Agreement may be terminated by delivery of a Notice of Termination upon the occurrence of any of the following events (each of which will constitute “Cause” for termination): (i) conviction of a felony or of a crime involving misappropriation or embezzlement; (ii) willful and material wrongdoing by the Executive, including, but not limited to, acts of dishonesty or fraud, which have a material adverse effect on the Company or any of its subsidiaries; (iii) repeated material failure of the Executive to follow the direction of the Company and its Board of Directors regarding the material duties of employment; or (iv) material breach by the Executive of a material obligation under this Agreement. In order for the Company to be entitled to terminate the Executive for Cause under this Section 9(d) the following conditions must be met: (A) the Company shall provide written notice to the Executive of the existence of a condition described in clauses (i), (ii), (iii) or (iv) above within 90 days of the initial existence of such condition (which written notice shall specifically identify the manner in which the Company believes the Executive has triggered one of the conditions); (B) the Executive shall be entitled to remedy the condition within 30 days of receiving such notice; and (C) the Executive shall have failed to remedy the condition during such

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period. If the Executive’s employment is terminated pursuant to this Section 9(d), the Executive will be entitled to receive all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination (such amounts shall be paid within thirty (30) days of the Date of Termination, with the date of such payment determined by the Company in its sole discretion), any other unpaid benefits to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (including, without limitation, the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, with such benefits to be paid in accordance with the applicable provisions of the applicable arrangement) and no more.

          (e) By the Company Without Cause. The Executive’s employment pursuant to this Agreement may be terminated by the Company at any time without Cause by delivery of a Notice of Termination. If the Executive’s employment is terminated pursuant to this Section 9(e), the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, (iii) an amount equal to two hundred percent (200%) of the Executive’s Base Salary, (iv) an amount equal to two hundred percent (200%) of the Executive’s average cash bonus paid (or earned, but not yet paid, for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs) to Executive in respect of the three most recent fiscal years immediately preceding the fiscal year in which the Executive’s employment terminates hereunder, or, if greater than such average, the bonus paid (or earned, but not yet paid) for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs (such average or greater amount, the “Adjusted Bonus Amount”), (v) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement; and (vi) any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements). The amounts referred to in clauses (i) through (iv) above will be paid to the Executive in a lump sum no later than sixty (60) days following the Date of Termination, with the date of such payment determined by the Company in its sole discretion. As a condition to receiving such payment, the Executive agrees to execute, deliver and not revoke a general release in the form attached as Exhibit A.

          (f) By the Executive for Good Reason. The Executive’s employment pursuant to this Agreement may be terminated by the Executive by written notice of his resignation (“Notice of Resignation”) delivered to the Company within two (2) years of any of the following (each of which will constitute “Good Reason” for resignation): (i) a material reduction by the Company in the Executive’s title or position, or a material reduction by the Company in the Executive’s authority, duties or responsibilities (including, without limitation, Executive no longer serving on the Company’s board of directors), or the assignment by the Company to the Executive of any duties or responsibilities that are materially inconsistent with such title, position, authority, duties or responsibilities; (ii) a material

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reduction in Base Salary; (iii) any material breach of this Agreement by the Company; or (iv) the Company’s requiring the Executive to relocate his office location more than fifty (50) miles from Nashville, Tennessee. For avoidance of doubt, “Good Reason” will exclude the death or Disability of the Executive. In order for the Executive to be entitled to resign for Good Reason under this Section 9(f) the following conditions must be met: (A) the Executive shall notify the Company of the existence of a condition described in (i), (ii), or (iii) within 90 days of the initial existence of the condition; (B) the Company shall be entitled to remedy the condition within 30 days of receiving such notice; and (C) the Company shall have failed to remedy the condition during such time period. If the Executive resigns for Good Reason pursuant to this Section 9(f), the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) the amount of any cash bonus related to any Contract Year ending before the Date of Termination that has been earned but remains unpaid, (iii) an amount equal to two hundred percent (200%) of the Executive’s Base Salary, (iv) an amount equal to two hundred percent (200%) of the Adjusted Bonus Amount, (v) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement, and (vi) any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements). The amounts referred to in clauses (i) through (iv) above will be paid to the Executive in a lump sum no later than sixty (60) days following the Date of Termination, with the date of such payment determined by the Company in its sole discretion. As a condition to receiving such payment, the Executive agrees to execute, deliver and not revoke a general release in the form attached as Exhibit A.

          (g) By the Executive Without Good Reason. The Executive’s employment pursuant to this Agreement may be terminated by the Executive at any time by delivery of a Notice of Resignation to the Company. If the Executive’s employment is terminated pursuant to this Section 9(g), the Executive will receive all Base Salary and benefits (including any earned but unpaid cash bonus) to be paid or provided to the Executive under this Agreement through the Date of Termination (such amounts shall be paid within thirty (30) days of the Date of Termination, with the date of such payment determined by the Company in its sole discretion), any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (including, without limitation, the amount of any cash bonus related to any year ending before the Date of Termination which has been earned but remains unpaid, with such benefits to be paid in accordance with the applicable provisions of the applicable arrangement) and no more.

          (h) Following a Change in Control. If, within thirty-six (36) months following a Change in Control, the Executive (i) is terminated without Cause, or (ii) resigns for Good Reason (as defined and qualified in Section 9(f) above), then the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, (iii) an amount equal to two hundred ninety-nine percent (299%)

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of the Adjusted Bonus Amount, (iv) an amount equal to two hundred ninety-nine percent (299%) of the Executive’s Base Salary, (v) notwithstanding anything to the contrary in any equity incentive plan or agreement, all equity incentive awards which are then outstanding, to the extent not then vested, shall vest, (vi) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the third anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement, and (vii) any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements). The amounts referred to in clauses (i) through (iv) above will collectively be referred to as the “Change in Control Severance Amount.” The Change in Control Severance Amount will be paid to the Executive in a lump sum no later than sixty (60) days following the Date of Termination, with the date of such payment determined by the Company in its sole discretion. The Executive agrees to execute, deliver and not revoke a general release in the form attached as Exhibit A. Payments pursuant to this Section 9(h) will be made in lieu of, and not in addition to, any payment pursuant to any other paragraph of this Section 9.

          (i) Date of Termination. The Executive’s Date of Termination will be (i) if the Executive’s employment is terminated pursuant to Section 9(b), the date of his death, (ii) if the Executive’s employment is terminated pursuant to Section 9(c), Section 9(d) or Section 9(e), the date on which a Notice of Termination is given, (iii) if the Executive’s employment is terminated pursuant to Section 9(f), the date specified in the Notice of Resignation, (iv) if the Executive’s employment is terminated pursuant to Section 9(g), the date specified in the Notice of Resignation (provided that the Executive will deliver such Notice of Resignation to the Company not less than thirty (30) days before the Date of Termination specified therein), or (v) if the Executive’s employment is terminated pursuant to Section 9(h), the date specified in the Notice of Termination or the Notice of Resignation, as applicable.

          (j) For the purposes of this Agreement, a “Change in Control” will mean any of the following events:

               (i) any person or entity, including a “group” as defined in Section 13(d)(3) of the Exchange Act, other than the Company or a wholly-owned subsidiary thereof or any employee benefit plan of the Company or any of its subsidiaries, becomes the beneficial owner of the Company’s securities having 35% or more of the combined voting power of the then outstanding securities of the Company that may be cast for the election of directors of the Company (other than as a result of an issuance of securities initiated by the Company in the ordinary course of business); or

               (ii) as the result of, or in connection with, any cash tender or exchange offer, merger or other business combination, sales of all or substantially all assets or contested election, or any combination of the foregoing transactions, less than a majority of the combined voting power of the then outstanding securities of the Company or any successor company or entity entitled to vote generally in the election of the directors of the Company or a successor company or entity after such transaction are held

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in the aggregate by the holders of the Company’s securities entitled to vote generally in the election of directors of the Company immediately prior to such transaction; or

               (iii) during any period of two consecutive years, individuals who at the beginning of any such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by the Company’s shareholders, of each director of the Company first elected during such period was approved by a vote of at least two-thirds of the directors of the Company then still in office who were directors of the Company at the beginning of any such period.

     Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any Person (the “Subject Person”) acquired beneficial ownership of more than the permitted amount of the outstanding voting securities as a result of the acquisition of voting securities by the Company which, by reducing the number of voting securities outstanding, increased the proportional number of shares beneficially owned by the Subject Person, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of voting securities by the Company, and after such share acquisition by the Company, the Subject Person becomes the beneficial owner of any additional voting securities, then a Change in Control shall occur.

          (k) Delay of Payment Required by Section 409A of the Code. It is intended that (i) each payment or installment of payments provided under this Agreement will be a separate “payment” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) that the payments will satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code, including those provided under Treasury Regulations 1.409A-1(b)(4) (regarding short-term deferrals), 1.409A-1(b)(9)(iii) (regarding the two-times, two-year exception), and 1.409A-1(b)(9)(v) (regarding reimbursements and other separation pay). Notwithstanding anything to the contrary in this Agreement, if the Company determines (i) that on the date the Executive’s employment with the Company terminates or at such other time that the Company determines to be relevant, the Executive is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)) of the Company and (ii) that any payments to be provided to the Executive pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A of the Code if provided at the time otherwise required under this Agreement, then such payments will be delayed until the date that is six (6) months after the date of the Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) with the Company. Any payments delayed pursuant to this Section 9(k) will be made in a lump sum on the first day of the seventh month following the Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) and any remaining payments, if applicable, required to be made under this Agreement will be paid upon the schedule otherwise applicable to such payments under the Agreement. In addition, to the extent that any reimbursement, fringe benefit or other, similar plan or arrangement in which the Executive participates during the term of Executive’s employment under this Agreement or thereafter provides for a “deferral of compensation” within the meaning of Section 409A of the Code, (i) the amount eligible for reimbursement or payment under such plan or arrangement in one calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), and (ii) subject to any shorter time periods provided herein or the applicable plans or arrangements, any reimbursement or payment of an expense under such plan or arrangement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred.

          (l) Other Agreements. This Agreement does not replace or supersede the Executive’s Amended and Restated Salary Continuation Agreement with the Company. No reduction of

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amounts to be paid hereunder shall be made with respect to amounts of any payments made under the Salary Continuation Agreement.

          (m) Insurance. In the event of termination under subsections 9(a), (c), (e), (f), (g), or (h), where the Executive does not obtain substantially similar health insurance coverage from a subsequent employer as set forth in such subsections, after the period for the provision of required health insurance coverage by the Company at its cost under such subsections, the Company shall, while Executive is living, use its commercially reasonable efforts to make available to the Executive health insurance benefits for the Executive and his spouse and dependents under the Company’s then-existing health insurance plan, at the Executive’s expense and at no additional cost to the Company; ; provided that if any person covered under this Section 9(m) is eligible for coverage under Medicare or any similar federal health benefits program, to the extent permitted by applicable law and not specifically contrary to the Company’s health insurance plan, such Medicare coverage shall be primary.

     10. Representations.

          (a) The Company represents and warrants that this Agreement has been authorized by all necessary corporate action of the Company and is a valid and binding agreement of the Company enforceable against it in accordance with its terms.

          (b) The Executive represents and warrants that he is not a party to any agreement or instrument which would prevent him from entering into or performing his duties in any way under this Agreement.

     11. Assignment; Binding Agreement. This Agreement is a personal contract and the rights and interests of the Executive hereunder may not be sold, transferred, assigned, pledged, encumbered, or hypothecated by him, except as otherwise expressly permitted by the provisions of this Agreement. This Agreement will inure to the benefit of and be enforceable by the Executive and his personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amount would still be payable to him hereunder had the Executive continued to live, all such amounts, unless otherwise provided herein, will be paid in accordance with the terms of this Agreement to his devisee, legatee or other designee or, if there is no such designee, to his estate.

     12. Confidentiality; Non-Solicitation; Non-Competition.

          (a) Non-Solicitation. The Executive agrees that for a period of one (1) year after the Date of Termination if the Executive receives a payment under Section 9(e), Section 9(f) or Section 9(h), the Executive will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, the services of any person who is an executive officer of the Company or solicit any of the Company’s executive officers to terminate their employment or agency with the Company, except with the Company’s express written consent.

          (b) Non-competition. So long as Executive remains employed by the Company, Executive shall not compete, directly or indirectly, with the Company. For a period of twelve (12) months following termination of Executive’s employment with the Company (the “Non-compete Period”) if the Executive receives a payment under Section 9(e), Section 9(f) or Section 9(h), the Executive shall not enter into or engage in any business that consists of a casual dining restaurant concept whose menu is substantially similar to the Company’s menu in a geographic market where the Company operates a restaurant at the time of the termination of the Executive (the “Company Business”). For the purposes of this subsection (b), Executive understands that he shall be competing if he engages in any or all of the

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activities set forth herein directly as an individual on his own account, or indirectly as a partner, joint venturer, employee, agent, consultant, officer and/or director of any firm, association, corporation, or other entity, or as a stockholder of any corporation in which Executive owns, directly or indirectly, individually or in the aggregate, more than one percent (1%) of the outstanding stock; provided, however, that at such time as he is no longer employed by the Company, Executive’s direct or indirect ownership as a stockholder of less than five percent (5%) of the outstanding stock of any publicly traded corporation shall not by itself constitute a violation of this subsection (b).

          (c) The parties intend that each of the covenants contained in this Section 12 will be construed as a series of separate covenants relating to jurisdictions in which the Company may have a restaurant, one for each state of the United States, each county of each state of the United States. Except for geographic coverage, each such separate covenant will be deemed identical in terms to the covenant contained in the preceding subsections of this Section 12. If, in any judicial proceeding, a court will refuse to enforce any of the separate covenants (or any part thereof) deemed included in those subsections, then such unenforceable covenant (or such part) will be deemed eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. In the event that the provisions of this Section 12 should ever be deemed to exceed the time or geographic limitations, or the scope of this covenant is ever deemed to exceed that which is permitted by applicable law, then such provisions will be reformed to the maximum time, geographic limitations or scope, as the case may be, permitted by applicable law. The unenforceability of any covenant in this Section 12 will not preclude the enforcement of any other of said covenants or provisions of any other obligation of the Executive or the Company hereunder, and the existence of any claim or cause of action by the Executive or the Company against the other, whether predicated on the Agreement or otherwise, will not constitute a defense to the enforcement by the Company of any of said covenants.

          (d) If the Executive will be in violation of any provision of this Section 12, then each time limitation set forth in this Section 12 will be extended for a period of time equal to the period of time during which such violation or violations occur. If the Company seeks injunctive relief from such violation in any court, then the covenants in this Section 12 will be extended for a period of time equal to the pendency of such proceedings, including all appeals by the Executive.

     13. Confidentiality.

          (a) During the Term and at any time thereafter, Executive shall not disclose, furnish, disseminate, make available or, except in the ordinary course of performing his duties on behalf of the Company, use any trade secrets or confidential business and technical information of the Company, or its parent, subsidiaries or affiliated entities without limitation as to when it was acquired by Executive or whether it was compiled or obtained by, or furnished to Executive while he was employed by the Company. Such trade secrets and confidential business and technical information are considered to include, without limitation, development plans, financial statistics, research data, or any other statistics and plans contained in monthly and annual review books, profit plans, capital plans, critical issues plans, strategic plans, or marketing, real estate, or restaurant operations plans. Executive specifically acknowledges that all such information, whether reduced to writing or maintained in Executive’s mind or memory and whether compiled by the Company and/or Executive derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from its disclosure or use, that reasonable efforts have been put forth by the Company to maintain the secrecy of such information, that such information is and shall remain the sole property of the Company and that any retention and use of such information during or after the termination of Executive’s relationship with the Company (except in the course of Executive’s performance of his duties) shall constitute a misappropriation of the Company’s trade secrets.

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          (b) The above restrictions on disclosure and use of confidential information shall not prevent Executive from: (i) using or disclosing information in the good faith performance of his duties on behalf of the Company; (ii) using or disclosing information to another employee to whom disclosure is required to perform in good faith the duties of either person on behalf of the Company; (iii) using or disclosing information to another person or entity bound by a duty or an agreement of confidentiality as part of the performance in good faith of Executive’s duties on behalf of the Company or as authorized in writing by the Company; (iv) at any time after the period of Executive’s employment using or disclosing information to the extent such information is, through no fault or disclosure of Executive, generally known to the public; (v) using or disclosing information which was not disclosed to Executive by the Company or otherwise during the period of Executive’s employment which is then disclosed to Executive after termination of Executive’s employment with the Company by a third party who is under no duty or obligation not to disclose such information; or (vi) disclosing information as required by law. If Executive becomes legally compelled to disclose any of the confidential information, Executive shall (i) provide the Company with reasonable prior written notice of the need for such disclosure such that the Company may obtain a protective order; (ii) if disclosure is required, furnish only that portion of the confidential information which, in the written opinion of Executive’s counsel delivered to the Company, is legally required; and (iii) exercise reasonable efforts to obtain reliable assurances that confidential treatment shall be accorded to the confidential information.

     14. Company Remedies. The Executive acknowledges and agrees that the restrictions and covenants contained in this Agreement are reasonable and necessary to protect the legitimate interests of the Company and that the services to be rendered by him hereunder are of a special, unique and extraordinary character. To that end, in the event of any breach by the Executive of Section 12 or Section 13 hereof, the Executive agrees that the Company would be entitled to injunctive relief, which entails that (i) it would be difficult to replace the Executive’s services; (ii) the Company would suffer irreparable harm that would not be adequately compensated by monetary damages and (iii) the remedy at law for any breach of any of the provisions of Section 12 or Section 13 may be inadequate. The Executive further acknowledges that legal counsel of his choosing has reviewed this Agreement, that the Executive has consulted with such counsel, and that he agrees to the terms herein without reservation. Accordingly, the Executive specifically agrees that the Company will be entitled, in addition to any remedy at law or in equity, to (i) retain any and all payments not yet paid to him under this Agreement in the event of any breach by him of his covenants under Sections 12 and 13 hereunder, (ii) in the event of such breach, recover an amount equal to the after-tax payments previously made to the Executive under Section 9(e)(iii), 9(e)(iv), 9(f)(iii), 9(f)(iv), or 9(h)(iii), 9(h)(iv), and (iii) obtain preliminary and permanent injunctive relief and specific performance for any actual or threatened violation of Section 12 or Section 13 of this Agreement. This provision with respect to injunctive relief will not, however, diminish the right to claim and recover damages, or to seek and obtain any other relief available to it at law or in equity, in addition to injunctive relief.

     15. Certain Additional Payments by the Company.

          (a) Anything in this Agreement to the contrary notwithstanding and except as set forth below, if it will be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 15) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive will be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties

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imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

          (b) Subject to the provisions of Section 15(c), all determinations required to be made under this Section 15, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determination, will be made by the Company’s regular certified public accounting firm (the “Accounting Firm”), which will provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. If the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the applicable Change in Control, the Company will appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 15, will be paid by the Company to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, within five (5) days of the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm will be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. If the Company exhausts its remedies pursuant to Section 15(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will determine the amount of the Underpayment that has occurred and any such Underpayment will be promptly paid by the Company to or for the benefit of the Executive.

          (c) The Executive will notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional Gross-Up Payment). Such notification will be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and will apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will not pay such claim before the expiration of the thirty-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive will:

               (i) give the Company any information reasonably requested by the Company relating to such claim,

               (ii) take such action in connection with contesting such claim as the Company will reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,

               (iii) cooperate with the Company in good faith in order effectively to contest such claim, and

               (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company will bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and will indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and

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expenses. Without limitation of the foregoing provisions of this Section 15(c), the Company will control all proceedings taken in connection with such contest (to the extent applicable to the Excise Tax and the Gross-Up Payment) and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company will determine; provided, however, that if the Company directs the Executive to pay such claim and sue for a refund, the Company will advance the amount of such payment to the Executive, on an interest-free basis and will indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided, further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest will be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive will be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

          (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 15(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive will (subject to the Company’s complying with the requirements of Section 15(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 15(c), a determination is made that the Executive will not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund before the expiration of thirty (30) days after such determination, then such advance will be forgiven and will not be required to be repaid and the amount of such advance will offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

          (e) Notwithstanding any other provision of this Section 15, any Gross-Up Payment or Underpayment due to the Executive hereunder will be paid in accordance with this Section 15, but in no event may any such payments be made later than December 31 of the year following the year (i) any excise tax is paid to the Internal Revenue Service regarding this Section 15 or (ii) any tax audit or litigation brought by the Internal Revenue Service or other relevant taxing authority related to this Section 15 is completed or resolved.

     16. Entire Agreement. This Agreement and the equity incentive and benefit plans and agreements referenced herein contain all the understandings between the parties hereto pertaining to the matters referred to herein, and supersede any other undertakings and agreements, whether oral or in writing, previously entered into by them with respect thereto. To the extent that any term or provision of any other document or agreement executed by the Executive with or for the Company during the Term of this Agreement conflicts or is inconsistent with this Agreement, the terms and conditions of this Agreement shall prevail and supersede such inconsistent or conflicting term or provision.

     17. Amendment, Modification or Waiver. No provision of this Agreement may be amended or waived, unless such amendment or waiver is agreed to in writing, signed by the Executive and by a duly authorized officer of the Company. No waiver by any party hereto of any breach by another party hereto of any condition or provision of this Agreement to be performed by such other party will be deemed a waiver of a similar or dissimilar condition or provision at the same time, any prior time or any subsequent time.

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     18. Notices. Any notice to be given hereunder will be in writing and will be deemed given when delivered personally, sent by courier or facsimile (if a facsimile number is set forth) or registered or certified mail, postage prepaid, return receipt requested, addressed to the party concerned at the address indicated below or to such other address as such party may subsequently give notice hereunder in writing:

To the Executive at:	Mark A. Parkey 106 Walnut Grove Drive Franklin, TN 37069 Facsimile: (615) ____________
With a copy to:
	Facsimile: (___) __________________
To the Company at:	J. Alexander’s Corporation 3401 West End Avenue Suite 260 Nashville, TN 37203 Attention: Chief Executive Officer Facsimile: (615) 269-1999
With a copy to:	F. Mitchell Walker, Jr. Bass, Berry & Sims PLC 315 Deaderick Street, Suite 2700 Nashville, Tennessee 37238-3001 Facsimile: (615) 742-2775

Any notice delivered personally or by courier under this Section 18 will be deemed given on the date delivered and any notice sent by facsimile or registered or certified mail, postage prepaid, return receipt requested, will be deemed given on the date transmitted by facsimile or five days after post-marked if sent by U.S. mail.

     19. Severability. If any provision of this Agreement or the application of any such provision to any party or circumstances will be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement or the application of such provision to such person or circumstances other than those to which it is so determined to be invalid and unenforceable, will not be affected thereby, and each provision hereof will be validated and will be enforced to the fullest extent permitted by law.

     20. Governing Law. This Agreement will be governed by and construed under the internal laws of the State of Tennessee, without regard to its conflict of laws principles.

     21. Jurisdiction and Venue. This Agreement will be deemed performable by all parties in, and venue will exclusively be in the state or federal courts located in the State of Tennessee. The Executive and the Company hereby consent to the personal jurisdiction of these courts and waive any objections that such venue is objectionable or improper.

     22. Headings. All descriptive headings of sections and paragraphs in this Agreement are intended solely for convenience, and no provision of this Agreement is to be construed by reference to the

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heading of any section or paragraph.

     23. Withholding. All payments to the Executive under this Agreement will be reduced by all applicable withholding required by federal, state or local law.

     24. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

     25. Expenses Incurred in Enforcing this Agreement. The Executive shall be entitled to reimbursement of costs and expenses (including reasonable attorneys fees) incurred by the Executive or his heirs or executors in connection with any claim or proceeding to enforce this Agreement by Executive.

     26. Tax Matters. By accepting this Agreement, Executive hereby agrees and acknowledges that neither the Company nor its subsidiaries make any representations with respect to the application of Section 409A of the Code to any tax, economic or legal consequences of any payments payable to the Executive hereunder (including, without limitation, payments pursuant to Section 9 above). Further, by the acceptance of this Agreement, the Executive acknowledges that (i) Executive has obtained independent tax advice regarding the application of Section 409A of the Code to the payments due to the Executive hereunder, (ii) Executive retains full responsibility for the potential application of Section 409A of the Code to the tax and legal consequences of payments payable to the Executive hereunder and (iii) the Company shall not indemnify or otherwise compensate the Executive for any violation of Section 409A of the Code that may occur in connection with this Agreement (including, without limitation, payments pursuant to Section 9 above). The parties agree to cooperate in good faith to amend such documents and to take such actions as may be necessary or appropriate to comply with Code Section 409A.

[Signature Page Follows]

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     IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement effective as of date set forth above.

J. ALEXANDER’S CORPORATION

By: /s/ Lonnie J. Stout
Name: Lonnie J. Stout
Title: Chairman, Chief Executive Officer and President

EXECUTIVE

/s/ Mark A. Parkey
Mark A. Parkey

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EX-10.5

Exhibit 10.5

AMENDED AND RESTATED SALARY CONTINUATION AGREEMENT

     This Amended and Restated Salary Continuation Agreement (“Agreement”), which supersedes and cancels any previously dated Salary Continuation Agreements, is made and entered into as of this 26th day of December, 2008, by and between J. Alexander’s Corporation, a Tennessee corporation with its principal office in Nashville, Tennessee (the “Corporation”), and Lonnie J. Stout II, a resident of Brentwood, Tennessee (“Employee”).

     For and in consideration of the mutual covenants contained herein, the parties hereto agree as follows:

     1. Recitals. The Corporation values the efforts, abilities and accomplishments of Employee in the performance of his duties as an employee of the Corporation, and the Corporation recognizes the importance of Employee as a member of the management of the Corporation. In order to induce the continued employment with the Corporation of Employee, Corporation is willing to provide the benefits contained in this Agreement, and Employee accepts these benefits as a material part of his employment with the Corporation.

     2. Definitions.

     a. “Base Salary” for purposes of calculating a benefit hereunder as of a specific date shall be the greater of (i) the Employee’s actual annual base salary in effect as of that date or (ii) the average of the Employee’s annual base salary for the three full fiscal years immediately preceding the Separation from Service.

     b. “Beneficiary” or “Beneficiaries” shall mean the person(s) designated as the Employee’s beneficiary or beneficiaries in an election form filed by the Employee with the Corporation, or in the absence of such designation, the Employee’s Beneficiary shall be deemed to be the Employee’s estate.

     c. “Change in Control” shall mean a “change in control” of the Corporation as defined in Section 2(g) of the J. Alexander’s Corporation Amended and Restated 2004 Equity Incentive Plan.

     d. “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time. References to any section of the Internal Revenue Code shall include any successor provision thereto.

     e. “Conversion Interest Rate” shall mean seven percent (7%).

     f. “Employee’s Early Retirement Date” shall mean the date of the Employee’s Separation from Service before attaining his Normal Retirement Age, for reasons other than death.

     g. “Employee’s Normal Retirement Date” shall mean the date of the Employee’s Separation from Service on or after the Employee attaining his Normal Retirement Age.

     h. “ERISA” shall mean the Employee Retirement Income Security Act of 1974.

     i. “Normal Retirement Age” shall mean the date the Employee attains age 65.

     j. “Qualified Change in Control” shall mean a “change in the ownership” or “effective control” of the Corporation, or a “change in the ownership of a substantial portion of the assets” of the Corporation as defined in Treasury Regulation 1.409A-3(i)(5).

     k. “Separation from Service” shall mean a “separation from service” as defined in Treasury Regulation 1.409A-1(h). Pursuant to Treasury Regulation 1.409A-1(h), a Separation from Service shall occur on the date the Corporation and the Employee reasonably anticipate that no further services will be performed after a certain date or that the level of bona fide services the Employee will perform after such date (whether as an Employee or as an independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding thirty-six (36) month period (or the full period of services to the Corporation if the Employee has been providing services to the Corporation for less than thirty-six (36) months).

     l. “Treasury Regulations(s)” shall mean the regulations promulgated by the Treasury Department under the Code.

Other terms may be defined in sections of this Agreement where such terms are used.

     3. Normal Retirement Benefit. In the event of the Employee’s Separation from Service from the Corporation for any reason other than death on or after the date on which the Employee attains his Normal Retirement Age, then the Corporation shall pay to Employee an annual benefit equal to fifty percent (50%) of the Employee’s Base Salary as of the Employee’s Normal Retirement Date (the “Normal Retirement Benefit”). The Normal Retirement Benefit shall be payable to the Employee in equal monthly installments, for a period of fifteen (15) years (one-hundred eighty (180) payments) (the “Normal Retirement Benefit Payment Period”). The Normal Retirement Benefit shall commence within thirty (30) days of the Employee’s Normal Retirement Date (with the date of the initial payment within such period determined by the Corporation in its sole discretion) and shall continue until the expiration of the Normal Retirement Benefit Payment Period.

     4. Termination of Employment Prior to Normal Retirement Age. In the event of the Employee’s Separation from Service before the Employee’s Normal Retirement Age for reasons other than death, the Corporation shall pay to the Employee a benefit (the “Vested Benefit”), as follows. Where such Separation from Service occurs prior to the close of business on December 26, 2008, the Vested Benefit shall be a lump sum equal to the amount on Exhibit A applicable to 2008, which shall be paid within thirty (30) days of the Employee’s Early Retirement Date, with the date of such payment within such period determined by the Corporation in its sole discretion. For each day beginning at the close of business on December 26, 2008 until and including the

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close of business on December 31, 2008, the Vested Benefit payable in a lump sum shall increase by one-sixth of the difference between the computed Vested Benefit applicable on January 1, 2009 (applying the Conversion Interest Rate as a discount rate and calculating the present value thereof) and the amount on Exhibit A applicable to 2008, and the resulting lump sum with respect to Separation from Service as of such times shall be paid within thirty (30) days of the Employee’s Early Retirement Date, with the date of such payment within such period determined by the Corporation in its sole discretion. Where such Separation from Service occurs on or after January 1, 2009, the Vested Benefit shall be an annual benefit equal to fifty percent (50%) of the Employee’s Base Salary as of the Employee’s Early Retirement Date paid in equal monthly installments for a period of fifteen (15) years (one-hundred eighty (180) payments) commencing on the date the Employee attains his Normal Retirement Age; notwithstanding the foregoing, if the present value (using the Conversion Interest Rate as a discount rate) of the aggregate amount payable under this sentence as of the Employee’s Separation from Service is less than the designated dollar amount on attached Exhibit A as the vested amount that would apply on the relevant date of termination (the “Minimum Lump Sum”), then the Employee shall instead receive a Vested Benefit paid in equal monthly installments for a period of fifteen (15) years (one-hundred eighty (180) payments) commencing on the date the Employee attains his Normal Retirement Age, with the monthly payment amount as an annuity payable for the period based on the Minimum Lump Sum and the Conversion Interest Rate.

     5. Death Benefit.

     a. Death Prior to the Employee’s Normal Retirement Age. If Employee dies while employed by the Corporation prior to attaining his Normal Retirement Age, the Corporation shall pay a salary continuation benefit, as set forth below, for a period ending on the date on which the Employee would have attained his Normal Retirement Age or ten years (one-hundred twenty (120) payments) from the date of the Employee’s death, whichever is longer (the “Death Benefit Payment Period”). Such benefits shall (i) be payable in equal monthly installments to the Employee’s Beneficiary; (ii) commence within thirty (30) days of the Employee’s death (with the date of the initial payment within such period determined by the Corporation in its sole discretion) and (iii) shall continue until the expiration of the Death Benefit Payment Period. The annual salary continuation benefit for the first full year following the death of Employee shall be one-hundred percent (100%) of the Employee’s Base Salary in effect hereunder as of the Employee’s death. Thereafter, for the remainder of the Death Benefit Payment Period, the annual salary continuation benefit shall be fifty percent (50%) of the Employee’s Base Salary in effect hereunder as of the Employee’s death.

     b. Death after Normal Retirement Age, but prior to the Employee’s Normal Retirement Date. If the Employee dies after attaining his Normal Retirement Age, but prior to the Employee’s Normal Retirement Date, the Employee’s Beneficiary shall receive the Employee’s Normal Retirement Benefit calculated as if the Employee had experienced a Separation from Service as of his date of death. Such benefits shall commence within thirty (30) days of the Employee’s death (with the date of the initial

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payment within such period determined by the Corporation in its sole discretion) and shall continue for the Normal Retirement Payment Period.

     c. Death after the Commencement of Benefits. If the Employee dies after his benefit payments have commenced in installments under the applicable Section of this Agreement, the installment payments shall continue to be paid to the Employee’s Beneficiary in the same manner and at the same times as they would have been paid to the Employee had he survived.

     6. Delay of Payments Pursuant to Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, if (i) the Employee is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)) of the Corporation on the date of the Employee’s Separation from Service and (ii) in connection with such Separation From Service any payments to be provided to the Employee pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A of the Code if provided at the time otherwise required under this Agreement, then such payments shall be delayed until the date that is six (6) months after the date of the Employee’s Separation from Service from the Corporation, or, if earlier, the date of the Employee’s death. Any payments delayed pursuant to this Section 6 shall be made in a lump sum on the first day of the seventh month following the Employee’s Separation from Service or, if earlier, the date of the Employee’s death, and any remaining payments, if applicable, required to be made under this Agreement will be paid upon the schedule otherwise applicable to such payments under the Agreement.

     7.  Funding upon a Change in Control. Upon a Change in Control, the Corporation shall establish a “rabbi trust” in accordance with Revenue Procedure 92-64 and subsequent guidance published by the Internal Revenue Service (the “Trust”) and shall contribute an amount sufficient based on projected benefits to fund the Employee’s Normal Retirement Benefit. The amount of any such contribution shall include any investment vehicles (such as Corporation-owned insurance contracts on the life of the Employee) previously established by the Corporation in connection with the proposed funding of benefits. Further, the Corporation shall have an ongoing obligation to continue to make contributions to the rabbi trust in an amount sufficient to fund the Employee’s Normal Retirement Benefit until the Employee receives the full amount of the benefit he is entitled to receive under the Agreement. The calculation of the funding of the Employee’s Normal Retirement Benefit shall be determined by an actuary or accountant chosen by the Corporation and such calculation must be completed prior to the closing of any such Change in Control. The calculation shall thereafter be performed no less often than annually in order to calculate whether additional contributions are necessary. The actuary or accountant chosen by the Corporation shall utilize the following principal assumptions when determining the funding required by this Section 7 at the time any calculation is performed: (i) an interest rate equal to the Conversion Interest Rate; (ii) a turnover rate of zero; (iii) an assumption that the Employee will remain employed until his Normal Retirement Date; and (iv) a four and one-half percent (4.5%) annual increase in Base Salary above the Base Salary used to calculate benefits hereunder at the time any calculation is performed. The Corporation may not remove funds which have previously been contributed to the Trust at any time, except to the extent necessary to pay the benefits due under this Agreement. Notwithstanding the foregoing, the assets of the Trust shall at all times remain subject to the claims of general

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creditors of the Corporation in the event of its insolvency as more fully described in the Trust. Notwithstanding the fact that a Trust shall be established under this Section 7 upon a Change in Control, the Corporation shall remain liable for paying the benefits under this Agreement. However, any payment of benefits to the Employee or his Beneficiary made by such Trust shall satisfy the Corporation’s obligation to make such payment to such person. Upon satisfaction of the Corporation’s obligation to make any and all benefit payments to the Employee or his Beneficiary, such Trust shall terminate, and any remaining Trust assets shall be returned to the Corporation. The Trust may contain such other terms and conditions as the Corporation may determine to be necessary or desirable. Notwithstanding the forgoing, the Trust may not be amended or terminated (except as provided in Section 15) upon a Change in Control or thereafter, except to the extent required to ensure the Trust is in compliance with ERISA or the Code.

     8. Claims Procedure. If any benefits become payable under this Agreement, the Employee or his designated beneficiary shall file a claim for benefits by notifying the Corporation orally or in writing. If the claim is wholly or partially denied, the Corporation will provide a written notice within ninety (90) days specifying the reason for the denial, the provisions of the Agreement upon which the denial is based, and any additional material or information necessary to receive benefits, if any. Also, such written notice shall indicate the steps to be taken if a review of the denial is desired. If a claim is denied and a review is desired, the Employee or his designated beneficiary shall notify the Corporation in writing within sixty (60) days. In requesting a review, the Employee or beneficiary may review this Agreement, and may submit any written issues and comments he feels are appropriate. The Corporation shall then review the claim and provide a written decision within sixty (60) days stating the specific reasons for the decision and including references to the provisions of the Agreement on which the decision is based. Notwithstanding the foregoing, the Employee shall be entitled to reimbursement of all costs and expenses (including reasonable attorneys fees) incurred by the Employee or his beneficiaries, heirs or executors in connection with any claim or proceeding to enforce this Agreement.

     9. Non-Assignable Benefits. Neither the Employee nor his Beneficiary shall have any right to sell, assign, transfer or otherwise convey or encumber the right to receive any benefits hereunder.

     10. Other Employment Benefits. Any payments under this Agreement shall be independent of, and in addition to, employment benefits under any other plan, program or agreement which may be in effect between the parties hereto, or any other compensation payable to the Employee or the Employee’s Beneficiary by the Corporation.

     11. No Contract of Employment. This Agreement shall not be construed as a contract of employment, nor does it restrict the right of the Corporation to discharge the Employee or the right of the Employee to terminate his employment.

     12. Benefits Not Funded. Subject to Section 7 of this Agreement, the Corporation shall be under no obligation whatsoever to purchase or maintain any contract, policy or other asset to provide the benefits under this Agreement. Further, any contract, policy or other asset which the Corporation may utilize to assure itself of the funds to provide the benefits hereunder

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shall not serve in any way as security to the Employee for the Corporation’s performance under this Agreement, and Employee shall have no right to, or claim against, such contract or policy. Employee further acknowledges that with respect to the benefits provided under this Agreement, Employee’s status is that of an unsecured creditor of the Corporation.

     13. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee.

     14. Amendment.

     a. Amendment by the Corporation Prior to a Change in Control. Except as provided in Section 15(a) below, this Agreement may not be altered, amended or revoked prior to a Change in Control, except by a written agreement signed by both parties or as required to comply with ERISA or the Code.

     b. Amendment by the Corporation upon or Following a Change in Control. Upon a Change in Control and thereafter, this Agreement may not be altered, amended or revoked by the Corporation under any circumstances, except as required to comply with ERISA or the Code.

     15. Termination.

     a. Termination by Corporation prior to a Change in Control. This Agreement may be terminated by the Corporation under one of the following conditions:

     (1) The Corporation may terminate this Agreement at its sole discretion, provided that:

(i)	All arrangements sponsored by the Corporation that would be aggregated with this Agreement under Section 1.409A-1(c)(2) of the Treasury Regulations are terminated with respect to all Employees;
(ii)	No payments will be made, other than those otherwise payable under the terms of this Agreement absent the Agreement’s termination, within twelve (12) months of the termination of the Agreement;
(iii)	All payments due to the Employee under this Agreement will be made within twenty-four (24) months of such termination;
(iv)	The Corporation does not adopt a new arrangement that would be aggregated with any terminated arrangement under Section 409A at any time within the three-year period following the date of termination of this Agreement; and

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(v) The termination does not occur proximate to a downturn in the financial health of the Corporation.

     (2) The Corporation, at its discretion, may terminate this Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code, or with the approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that amounts deferred under this Agreement are included in the gross income of Employee in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received):

(i)	The calendar year in which the termination of this Agreement occurs;
(ii)	The first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or
(iii)	The first calendar year in which the payment is administratively practicable;

     (3) The Corporation may amend this Agreement to provide that termination of the Agreement will occur under such conditions and events as may be prescribed by the Secretary of the Treasury in generally applicable guidance published in the Internal Revenue Bulletin.

If the Corporation terminates this Agreement pursuant to this Section 15(a), the Employee shall be entitled to receive a lump sum payment equal to the present value of the benefit the Employee would have received under the Agreement if he had terminated employment on the date of such termination, which present value shall be determined as of the date of payment using the Conversion Interest Rate as a discount rate. The lump sum payment shall be made in accordance with and at such time as permitted by this Section 15(a) or Section 409A of the Code .

(b) Termination by Corporation upon or Following a Change in Control. Upon a Change in Control and thereafter, this Agreement may not be terminated by the Corporation under any circumstances.

     16. Guaranty. In the event of a Change in Control, the Corporation shall obtain the guaranty of the Corporation’s obligations under this Agreement by the acquirer and the ultimate parent entity (based on the majority of voting power and pecuniary interest in the outstanding equity) of the Corporation or its successor after such Change in Control. The failure of the Company to obtain such guaranty of this Agreement as reflected in an endorsement as guarantor of the Corporation’s obligations hereunder shall constitute a material breach of this agreement by the Corporation.

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     IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Salary Continuation Agreement as of the day and year first above written.

J. ALEXANDER’S CORPORATION
By: /s/ R. Gregory Lewis, Chief Financial Officer, Vice-President, Finance
Employee:	/s/ Lonnie J. Stout
	Lonnie J. Stout II

8

Exhibit A

Minimum Lump Sum

Year of Termination	Vested Amount
2008	$1,172,895
2009	1,295,598
2010	1,421,970
2011	1,552,421
2012	1,611,879

A-1

EX-10.6

Exhibit 10.6

AMENDED AND RESTATED SALARY CONTINUATION AGREEMENT

     This Amended and Restated Salary Continuation Agreement (“Agreement”), which supersedes and cancels any previously dated Salary Continuation Agreements, is made and entered into as of this 26th day of December, 2008, by and between J. Alexander’s Corporation, a Tennessee corporation with its principal office in Nashville, Tennessee (the “Corporation”), and R. Gregory Lewis, a resident of Brentwood, Tennessee (“Employee”).

     For and in consideration of the mutual covenants contained herein, the parties hereto agree as follows:

     1. Recitals. The Corporation values the efforts, abilities and accomplishments of Employee in the performance of his duties as an employee of the Corporation, and the Corporation recognizes the importance of Employee as a member of the management of the Corporation. In order to induce the continued employment with the Corporation of Employee, Corporation is willing to provide the benefits contained in this Agreement, and Employee accepts these benefits as a material part of his employment with the Corporation.

     2. Definitions.

     a. “Base Salary” for purposes of calculating a benefit hereunder as of a specific date shall be the greater of (i) the Employee’s actual annual base salary in effect as of that date or (ii) the average of the Employee’s annual base salary for the three full fiscal years immediately preceding the Separation from Service.

     b. “Beneficiary” or “Beneficiaries” shall mean the person(s) designated as the Employee’s beneficiary or beneficiaries in an election form filed by the Employee with the Corporation, or in the absence of such designation, the Employee’s Beneficiary shall be deemed to be the Employee’s estate.

     c. “Change in Control” shall mean a “change in control” of the Corporation as defined in Section 2(g) of the J. Alexander’s Corporation Amended and Restated 2004 Equity Incentive Plan.

     d. “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time. References to any section of the Internal Revenue Code shall include any successor provision thereto.

     e. “Conversion Interest Rate” shall mean seven percent (7%).

     f. “Employee’s Early Retirement Date” shall mean the date of the Employee’s Separation from Service before attaining his Normal Retirement Age, for reasons other than death.

     g. “Employee’s Normal Retirement Date” shall mean the date of the Employee’s Separation from Service on or after the Employee attaining his Normal Retirement Age.

     h. “ERISA” shall mean the Employee Retirement Income Security Act of 1974.

     i. “Normal Retirement Age” shall mean the date the Employee attains age 65.

     j. “Qualified Change in Control” shall mean a “change in the ownership” or “effective control” of the Corporation, or a “change in the ownership of a substantial portion of the assets” of the Corporation as defined in Treasury Regulation 1.409A-3(i)(5).

     k. “Separation from Service” shall mean a “separation from service” as defined in Treasury Regulation 1.409A-1(h). Pursuant to Treasury Regulation 1.409A-1(h), a Separation from Service shall occur on the date the Corporation and the Employee reasonably anticipate that no further services will be performed after a certain date or that the level of bona fide services the Employee will perform after such date (whether as an Employee or as an independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding thirty-six (36) month period (or the full period of services to the Corporation if the Employee has been providing services to the Corporation for less than thirty-six (36) months).

     l. “Treasury Regulations(s)” shall mean the regulations promulgated by the Treasury Department under the Code.

     Other terms may be defined in sections of this Agreement where such terms are used.

     3. Normal Retirement Benefit. In the event of the Employee’s Separation from Service from the Corporation for any reason other than death on or after the date on which the Employee attains his Normal Retirement Age, then the Corporation shall pay to Employee an annual benefit equal to fifty percent (50%) of the Employee’s Base Salary as of the Employee’s Normal Retirement Date (the “Normal Retirement Benefit”). The Normal Retirement Benefit shall be payable to the Employee in equal monthly installments, for a period of fifteen (15) years (one-hundred eighty (180) payments) (the “Normal Retirement Benefit Payment Period”). The Normal Retirement Benefit shall commence within thirty (30) days of the Employee’s Normal Retirement Date (with the date of the initial payment within such period determined by the Corporation in its sole discretion) and shall continue until the expiration of the Normal Retirement Benefit Payment Period.

     4. Termination of Employment Prior to Normal Retirement Age. In the event of the Employee’s Separation from Service before the Employee’s Normal Retirement Age for reasons other than death, the Corporation shall pay to

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the Employee a benefit (the “Vested Benefit”), as follows. Where such Separation from Service occurs prior to the close of business on December 26, 2008, the Vested Benefit shall be a lump sum equal to the amount on Exhibit A applicable to 2008 which shall be paid within thirty (30) days of the Employee’s Early Retirement Date, with the date of such payment within such period determined by the Corporation in its sole discretion. For each day beginning at the close of business on December 26, 2008 until and including the close of business on December 31, 2008, the Vested Benefit payable in a lump sum shall increase by one-sixth of the difference between the computed Vested Benefit applicable on January 1, 2009 (applying the Conversion Interest Rate as a discount rate and calculating the present value thereof) and the amount on Exhibit A applicable to 2008, and the resulting lump sum with respect to Separation from Service as of such times shall be paid within thirty (30) days of the Employee’s Early Retirement Date, with the date of such payment within such period determined by the Corporation in its sole discretion. Where such Separation from Service occurs on or after January 1, 2009, the Vested Benefit shall be an annual benefit equal to fifty percent (50%) of the Employee’s Base Salary as of the Employee’s Early Retirement Date paid in equal monthly installments for a period of fifteen (15) years (one-hundred eighty (180) payments) commencing on the date the Employee attains his Normal Retirement Age; notwithstanding the foregoing, if the present value (using the Conversion Interest Rate as a discount rate) of the aggregate amount payable under this sentence as of the Employee’s Separation from Service is less than the designated dollar amount on attached Exhibit A as the vested amount that would apply on the relevant date of termination (the “Minimum Lump Sum”), then the Employee shall instead receive a Vested Benefit paid in equal monthly installments for a period of fifteen (15) years (one-hundred eighty (180) payments) commencing on the date the Employee attains his Normal Retirement Age, with the monthly payment amount as an annuity payable for the period based on the Minimum Lump Sum and the Conversion Interest Rate.

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     5. Death Benefit.

     a. Death Prior to the Employee’s Normal Retirement Age. If Employee dies while employed by the Corporation prior to attaining his Normal Retirement Age, the Corporation shall pay a salary continuation benefit, as set forth below, for a period ending on the date on which the Employee would have attained his Normal Retirement Age or ten years (one-hundred twenty (120) payments) from the date of the Employee’s death, whichever is longer (the “Death Benefit Payment Period”). Such benefits shall (i) be payable in equal monthly installments to the Employee’s Beneficiary; (ii) commence within thirty (30) days of the Employee’s death (with the date of the initial payment within such period determined by the Corporation in its sole discretion) and (iii) shall continue until the expiration of the Death Benefit Payment Period. The annual salary continuation benefit for the first full year following the death of Employee shall be one-hundred percent (100%) of the Employee’s Base Salary in effect hereunder as of the Employee’s death. Thereafter, for the remainder of the Death Benefit Payment Period, the annual salary continuation benefit shall be fifty percent (50%) of the Employee’s Base Salary in effect hereunder as of the Employee’s death.

     b. Death after Normal Retirement Age, but prior to the Employee’s Normal Retirement Date. If the Employee dies after attaining his Normal Retirement Age, but prior to the Employee’s Normal Retirement Date, the Employee’s Beneficiary shall receive the Employee’s Normal Retirement Benefit calculated as if the Employee had experienced a Separation from Service as of his date of death. Such benefits shall commence within thirty (30) days of the Employee’s death (with the date of the initial payment within such period determined by the Corporation in its sole discretion) and shall continue for the Normal Retirement Payment Period.

     c. Death after the Commencement of Benefits. If the Employee dies after his benefit payments have commenced in installments under the applicable Section of this Agreement, the installment payments shall continue to be paid to the Employee’s Beneficiary in the same manner and at the same times as they would have been paid to the Employee had he survived.

     6. Delay of Payments Pursuant to Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, if (i) the Employee is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)) of the Corporation on the date of the Employee’s Separation from Service and (ii) in connection with such Separation From Service any payments to be provided to the Employee pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A of the Code if provided at the time otherwise required under this Agreement, then such payments shall be delayed until the date that is six (6) months after the date of the Employee’s Separation from Service from the Corporation, or, if earlier, the date of the Employee’s death. Any payments delayed pursuant to this Section 6 shall be made in a lump sum on the first day of the seventh month following the Employee’s Separation

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from Service or, if earlier, the date of the Employee’s death, and any remaining payments, if applicable, required to be made under this Agreement will be paid upon the schedule otherwise applicable to such payments under the Agreement.

     7. Funding upon a Change in Control. Upon a Change in Control, the Corporation shall establish a “rabbi trust” in accordance with Revenue Procedure 92-64 and subsequent guidance published by the Internal Revenue Service (the “Trust”) and shall contribute an amount sufficient based on projected benefits to fund the Employee’s Normal Retirement Benefit. The amount of any such contribution shall include any investment vehicles (such as Corporation-owned insurance contracts on the life of the Employee) previously established by the Corporation in connection with the proposed funding of benefits. Further, the Corporation shall have an ongoing obligation to continue to make contributions to the rabbi trust in an amount sufficient to fund the Employee’s Normal Retirement Benefit until the Employee receives the full amount of the benefit he is entitled to receive under the Agreement. The calculation of the funding of the Employee’s Normal Retirement Benefit shall be determined by an actuary or accountant chosen by the Corporation and such calculation must be completed prior to the closing of any such Change in Control. The calculation shall thereafter be performed no less often than annually in order to calculate whether additional contributions are necessary. The actuary or accountant chosen by the Corporation shall utilize the following principal assumptions when determining the funding required by this Section 7 at the time any calculation is performed: (i) an interest rate equal to the Conversion Interest Rate; (ii) a turnover rate of zero; (iii) an assumption that the Employee will remain employed until his Normal Retirement Date; and (iv) a four and one-half percent (4.5%) annual increase in Base Salary above the Base Salary used to calculate benefits hereunder at the time any calculation is performed. The Corporation may not remove funds which have previously been contributed to the Trust at any time, except to the extent necessary to pay the benefits due under this Agreement. Notwithstanding the foregoing, the assets of the Trust shall at all times remain subject to the claims of general creditors of the Corporation in the event of its insolvency as more fully described in the Trust. Notwithstanding the fact that a Trust shall be established under this Section 7 upon a Change in Control, the Corporation shall remain liable for paying the benefits under this Agreement. However, any payment of benefits to the Employee or his Beneficiary made by such Trust shall satisfy the Corporation’s obligation to make such payment to such person. Upon satisfaction of the Corporation’s obligation to make any and all benefit payments to the Employee or his Beneficiary, such Trust shall terminate, and any remaining Trust assets shall be returned to the Corporation. The Trust may contain such other terms and conditions as the Corporation may determine to be necessary or desirable. Notwithstanding the forgoing, the Trust may not be amended or terminated (except as provided in Section 15) upon a Change in Control or thereafter, except to the extent required to ensure the Trust is in compliance with ERISA or the Code.

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     8. Claims Procedure. If any benefits become payable under this Agreement, the Employee or his designated beneficiary shall file a claim for benefits by notifying the Corporation orally or in writing. If the claim is wholly or partially denied, the Corporation will provide a written notice within ninety (90) days specifying the reason for the denial, the provisions of the Agreement upon which the denial is based, and any additional material or information necessary to receive benefits, if any. Also, such written notice shall indicate the steps to be taken if a review of the denial is desired. If a claim is denied and a review is desired, the Employee or his designated beneficiary shall notify the Corporation in writing within sixty (60) days. In requesting a review, the Employee or beneficiary may review this Agreement, and may submit any written issues and comments he feels are appropriate. The Corporation shall then review the claim and provide a written decision within sixty (60) days stating the specific reasons for the decision and including references to the provisions of the Agreement on which the decision is based. Notwithstanding the foregoing, the Employee shall be entitled to reimbursement of all costs and expenses (including reasonable attorneys fees) incurred by the Employee or his beneficiaries, heirs or executors in connection with any claim or proceeding to enforce this Agreement.

     9. Non-Assignable Benefits. Neither the Employee nor his Beneficiary shall have any right to sell, assign, transfer or otherwise convey or encumber the right to receive any benefits hereunder.

     10. Other Employment Benefits. Any payments under this Agreement shall be independent of, and in addition to, employment benefits under any other plan, program or agreement which may be in effect between the parties hereto, or any other compensation payable to the Employee or the Employee’s Beneficiary by the Corporation.

     11. No Contract of Employment. This Agreement shall not be construed as a contract of employment, nor does it restrict the right of the Corporation to discharge the Employee or the right of the Employee to terminate his employment.

     12. Benefits Not Funded. Subject to Section 7 of this Agreement, the Corporation shall be under no obligation whatsoever to purchase or maintain any contract, policy or other asset to provide the benefits under this Agreement. Further, any contract, policy or other asset which the Corporation may utilize to assure itself of the funds to provide the benefits hereunder shall not serve in any way as security to the Employee for the Corporation’s performance under this Agreement, and Employee shall have no right to, or claim against, such contract or policy. Employee further acknowledges that with respect to the benefits provided under this Agreement, Employee’s status is that of an unsecured creditor of the Corporation.

     13. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee.

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     14. Amendment.

     a. Amendment by the Corporation Prior to a Change in Control. Except as provided in Section 15(a) below, this Agreement may not be altered, amended or revoked prior to a Change in Control, except by a written agreement signed by both parties or as required to comply with ERISA or the Code.

     b. Amendment by the Corporation upon or Following a Change in Control. Upon a Change in Control and thereafter, this Agreement may not be altered, amended or revoked by the Corporation under any circumstances, except as required to comply with ERISA or the Code.

     15. Termination.

     a. Termination by Corporation prior to a Change in Control. This Agreement may be terminated by the Corporation under one of the following conditions:

     (1) The Corporation may terminate this Agreement at its sole discretion, provided that:

(i)	All arrangements sponsored by the Corporation that would be aggregated with this Agreement under Section 1.409A-1(c)(2) of the Treasury Regulations are terminated with respect to all Employees;
(ii)	No payments will be made, other than those otherwise payable under the terms of this Agreement absent the Agreement’s termination, within twelve (12) months of the termination of the Agreement;
(iii)	All payments due to the Employee under this Agreement will be made within twenty-four (24) months of such termination;
(iv)	The Corporation does not adopt a new arrangement that would be aggregated with any terminated arrangement under Section 409A at any time within the three-year period following the date of termination of this Agreement; and
(v)	The termination does not occur proximate to a downturn in the financial health of the Corporation.

     (2) The Corporation, at its discretion, may terminate this Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code, or with the approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that amounts deferred under this Agreement are included

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in the gross income of Employee in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received):

(i)	The calendar year in which the termination of this Agreement occurs;
(ii)	The first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or
(iii)	The first calendar year in which the payment is administratively practicable;

     (3) The Corporation may amend this Agreement to provide that termination of the Agreement will occur under such conditions and events as may be prescribed by the Secretary of the Treasury in generally applicable guidance published in the Internal Revenue Bulletin.

If the Corporation terminates this Agreement pursuant to this Section 15(a), the Employee shall be entitled to receive a lump sum payment equal to the present value of the benefit the Employee would have received under the Agreement if he had terminated employment on the date of such termination, which present value shall be determined as of the date of payment using the Conversion Interest Rate as a discount rate. The lump sum payment shall be made in accordance with and at such time as permitted by this Section 15(a) or Section 409A of the Code .

(b) Termination by Corporation upon or Following a Change in Control. Upon a Change in Control and thereafter, this Agreement may not be terminated by the Corporation under any circumstances.

     16. Guaranty. In the event of a Change in Control, the Corporation shall obtain the guaranty of the Corporation’s obligations under this Agreement by the acquirer and the ultimate parent entity (based on the majority of voting power and pecuniary interest in the outstanding equity) of the Corporation or its successor after such Change in Control. The failure of the Company to obtain such guaranty of this Agreement as reflected in an endorsement as guarantor of the Corporation’s obligations hereunder shall constitute a material breach of this agreement by the Corporation.

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     IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Salary Continuation Agreement as of the day and year first above written.

J. ALEXANDER’S CORPORATION
By: /s/ Lonnie J. Stout, Chairman, Chief Executive Officer and President
Employee:	/s/ R. Gregory Lewis
	R. Gregory Lewis

9

Exhibit A

Minimum Lump Sum

Year of Termination		Amount Vested
	2008	$	381,387
	2009		420,862
	2010		461,413
	2011		502,599
	2012		544,750
	2013		587,774
	2014		631,796
	2015		676,853
	2016		722,952
	2017		769,668

A-1

EX-10.7

Exhibit 10.7

AMENDED AND RESTATED SALARY CONTINUATION AGREEMENT

     This Amended and Restated Salary Continuation Agreement (“Agreement”), which supersedes and cancels any previously dated Salary Continuation Agreements, is made and entered into as of this 26th day of December, 2008, by and between J. Alexander’s Corporation, a Tennessee corporation with its principal office in Nashville, Tennessee (the “Corporation”), and J. Michael Moore, a resident of Nashville, Tennessee (“Employee”).

     For and in consideration of the mutual covenants contained herein, the parties hereto agree as follows:

     1. Recitals. The Corporation values the efforts, abilities and accomplishments of Employee in the performance of his duties as an employee of the Corporation, and the Corporation recognizes the importance of Employee as a member of the management of the Corporation. In order to induce the continued employment with the Corporation of Employee, Corporation is willing to provide the benefits contained in this Agreement, and Employee accepts these benefits as a material part of his employment with the Corporation.

     2. Definitions.

     a. “Base Salary” for purposes of calculating a benefit hereunder as of a specific date shall be the greater of (i) the Employee’s actual annual base salary in effect as of that date or (ii) the average of the Employee’s annual base salary for the three full fiscal years immediately preceding the Separation from Service.

     b. “Beneficiary” or “Beneficiaries” shall mean the person(s) designated as the Employee’s beneficiary or beneficiaries in an election form filed by the Employee with the Corporation, or in the absence of such designation, the Employee’s Beneficiary shall be deemed to be the Employee’s estate.

     c. “Change in Control” shall mean a “change in control” of the Corporation as defined in Section 2(g) of the J. Alexander’s Corporation Amended and Restated 2004 Equity Incentive Plan.

     d. “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time. References to any section of the Internal Revenue Code shall include any successor provision thereto.

     e. “Conversion Interest Rate” shall mean seven percent (7%).

     f. “Employee’s Early Retirement Date” shall mean the date of the Employee’s Separation from Service before attaining his Normal Retirement Age, for reasons other than death.

     g. “Employee’s Normal Retirement Date” shall mean the date of the Employee’s Separation from Service on or after the Employee attaining his Normal Retirement Age.

     h. “ERISA” shall mean the Employee Retirement Income Security Act of 1974.

     i. “Normal Retirement Age” shall mean the date the Employee attains age 65.

     j. “Qualified Change in Control” shall mean a “change in the ownership” or “effective control” of the Corporation, or a “change in the ownership of a substantial portion of the assets” of the Corporation as defined in Treasury Regulation 1.409A-3(i)(5).

     k. “Separation from Service” shall mean a “separation from service” as defined in Treasury Regulation 1.409A-1(h). Pursuant to Treasury Regulation 1.409A-1(h), a Separation from Service shall occur on the date the Corporation and the Employee reasonably anticipate that no further services will be performed after a certain date or that the level of bona fide services the Employee will perform after such date (whether as an Employee or as an independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding thirty-six (36) month period (or the full period of services to the Corporation if the Employee has been providing services to the Corporation for less than thirty-six (36) months).

     l. “Treasury Regulations(s)” shall mean the regulations promulgated by the Treasury Department under the Code.

     Other terms may be defined in sections of this Agreement where such terms are used.

     3. Normal Retirement Benefit. In the event of the Employee’s Separation from Service from the Corporation for any reason other than death on or after the date on which the Employee attains his Normal Retirement Age, then the Corporation shall pay to Employee an annual benefit equal to fifty percent (50%) of the Employee’s Base Salary as of the Employee’s Normal Retirement Date (the “Normal Retirement Benefit”). The Normal Retirement Benefit shall be payable to the Employee in equal monthly installments, for a period of fifteen (15) years (one-hundred eighty (180) payments) (the “Normal Retirement Benefit Payment Period”). The Normal Retirement Benefit shall commence within thirty (30) days of the Employee’s Normal Retirement Date (with the date of the initial payment within such period determined by the Corporation in its sole discretion) and shall continue until the expiration of the Normal Retirement Benefit Payment Period.

     4. Termination of Employment Prior to Normal Retirement Age. In the event of the Employee’s Separation from Service before the Employee’s Normal Retirement Age for reasons other than death, the Corporation shall pay to the Employee a lump sum amount (the “Vested Benefit”), as follows. Where such Separation from Service occurs prior to the close of business on December 26, 2008, the Vested Benefit shall be a lump sum equal to the amount on Exhibit A applicable to 2008. For each day beginning at the close of business on December 26, 2008 until and including the close of business on December 31, 2008, with respect to a Separation from Service as of such times, the Vested Benefit payable in a lump sum shall increase by one-sixth of

2

the difference between the computed Vested Benefit applicable on January 1, 2009 and the amount on Exhibit A applicable to 2008. Where such Separation from Service occurs on or after January 1, 2009, the Vested Benefit shall be a lump sum equal to the present value as of the date of payment of an annual benefit equal to fifty percent (50%) of the Employee’s Base Salary as of the Employee’s Early Retirement Date, payable in equal monthly installments for a period of fifteen (15) years (one-hundred eighty (180) payments) commencing on the date the Employee attains his Normal Retirement Age. The present value calculation of the Vested Benefit in the foregoing sentence shall use a discount rate equal to the Conversion Interest Rate. Notwithstanding the foregoing, if the amount payable under this Section 4 as the Vested Benefit is less than the designated dollar amount on attached Exhibit A as the vested amount that would apply on the relevant date of termination (the “Minimum Lump Sum”), then the Minimum Lump Sum shall be paid in lieu thereof. The Vested Benefit shall be paid within thirty (30) days of the Employee’s Early Retirement Date, with the date of such payment within such period determined by the Corporation in its sole discretion. Notwithstanding any other provision of this Agreement to the contrary, the Employee may modify the time and form of the payment of benefits due to the Employee for a Separation from Service on or after January 1, 2009 under this Section 4 by notifying the Corporation that the Employee elects, in lieu of payment of the Vested Benefit as a lump sum, payment of the Vested Benefit as an annual benefit equal to fifty percent (50%) of the Employee’s Base Salary as of the Employee’s Early Retirement Date, paid in equal monthly installments for a period of fifteen (15) years (one-hundred eighty (180) payments) commencing on the later of the date the Employee attains his Normal Retirement Age and the date that is five years after Separation from Service; provided such modification shall not take effect until at least twelve (12) months after the date the modification is made. If an attempted modification does not meet the requirements of the preceding sentence, then it shall be void, and the time and form of payment in effect with regard to the Employee’s benefits under the Agreement prior to such attempted modification shall remain effective.

     5. Death Benefit.

     a. Death Prior to the Employee’s Normal Retirement Age. If Employee dies while employed by the Corporation prior to attaining his Normal Retirement Age, the Corporation shall pay a salary continuation benefit, as set forth below, for a period ending on the date on which the Employee would have attained his Normal Retirement Age or ten years (one-hundred twenty (120) payments) from the date of the Employee’s death, whichever is longer (the “Death Benefit Payment Period”). Such benefits shall (i) be payable in equal monthly installments to the Employee’s Beneficiary; (ii) commence within thirty (30) days of the Employee’s death (with the date of the initial payment within such period determined by the Corporation in its sole discretion) and (iii) shall continue until the expiration of the Death Benefit Payment Period. The annual salary continuation benefit for the first full year following the death of Employee shall be one-hundred percent (100%) of the Employee’s Base Salary in effect hereunder as of the Employee’s death. Thereafter, for the remainder of the Death Benefit Payment Period, the annual salary continuation benefit shall be fifty percent (50%) of the Employee’s Base Salary in effect hereunder as of the Employee’s death.

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     b. Death after Normal Retirement Age, but prior to the Employee’s Normal Retirement Date. If the Employee dies after attaining his Normal Retirement Age, but prior to the Employee’s Normal Retirement Date, the Employee’s Beneficiary shall receive the Employee’s Normal Retirement Benefit calculated as if the Employee had experienced a Separation from Service as of his date of death. Such benefits shall commence within thirty (30) days of the Employee’s death (with the date of the initial payment within such period determined by the Corporation in its sole discretion) and shall continue for the Normal Retirement Payment Period.

     c. Death after the Commencement of Benefits. If the Employee dies after his benefit payments have commenced in installments under the applicable Section of this Agreement, the installment payments shall continue to be paid to the Employee’s Beneficiary in the same manner and at the same times as they would have been paid to the Employee had he survived.

     6. Delay of Payments Pursuant to Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, if (i) the Employee is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)) of the Corporation on the date of the Employee’s Separation from Service and (ii) in connection with such Separation From Service any payments to be provided to the Employee pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A of the Code if provided at the time otherwise required under this Agreement, then such payments shall be delayed until the date that is six (6) months after the date of the Employee’s Separation from Service from the Corporation, or, if earlier, the date of the Employee’s death. Any payments delayed pursuant to this Section 6 shall be made in a lump sum on the first day of the seventh month following the Employee’s Separation from Service or, if earlier, the date of the Employee’s death, and any remaining payments, if applicable, required to be made under this Agreement will be paid upon the schedule otherwise applicable to such payments under the Agreement.

     7.  Funding upon a Change in Control. Upon a Change in Control, the Corporation shall establish a “rabbi trust” in accordance with Revenue Procedure 92-64 and subsequent guidance published by the Internal Revenue Service (the “Trust”) and shall contribute an amount sufficient based on projected benefits to fund the Employee’s Normal Retirement Benefit. The amount of any such contribution shall include any investment vehicles (such as Corporation-owned insurance contracts on the life of the Employee) previously established by the Corporation in connection with the proposed funding of benefits. Further, the Corporation shall have an ongoing obligation to continue to make contributions to the rabbi trust in an amount sufficient to fund the Employee’s Normal Retirement Benefit until the Employee receives the full amount of the benefit he is entitled to receive under the Agreement. The calculation of the funding of the Employee’s Normal Retirement Benefit shall be determined by an actuary or accountant chosen by the Corporation and such calculation must be completed prior to the closing of any such Change in Control. The calculation shall thereafter be performed no less often than annually in order to calculate whether additional contributions are necessary. The actuary or accountant chosen by the Corporation shall utilize the following principal assumptions when determining the funding required by this Section 7 at the time any calculation is performed: (i) an interest rate equal to the Conversion Interest Rate; (ii) a turnover rate of zero;

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(iii) an assumption that the Employee will remain employed until his Normal Retirement Date; and (iv) a four and one-half percent (4.5%) annual increase in Base Salary above the Base Salary used to calculate benefits hereunder at the time any calculation is performed. The Corporation may not remove funds which have previously been contributed to the Trust at any time, except to the extent necessary to pay the benefits due under this Agreement. Notwithstanding the foregoing, the assets of the Trust shall at all times remain subject to the claims of general creditors of the Corporation in the event of its insolvency as more fully described in the Trust. Notwithstanding the fact that a Trust shall be established under this Section 7 upon a Change in Control, the Corporation shall remain liable for paying the benefits under this Agreement. However, any payment of benefits to the Employee or his Beneficiary made by such Trust shall satisfy the Corporation’s obligation to make such payment to such person. Upon satisfaction of the Corporation’s obligation to make any and all benefit payments to the Employee or his Beneficiary, such Trust shall terminate, and any remaining Trust assets shall be returned to the Corporation. The Trust may contain such other terms and conditions as the Corporation may determine to be necessary or desirable. Notwithstanding the foregoing, the Trust may not be amended or terminated (except as provided in Section 15) upon a Change in Control or thereafter, except to the extent required to ensure the Trust is in compliance with ERISA or the Code.

     8. Claims Procedure. If any benefits become payable under this Agreement, the Employee or his designated beneficiary shall file a claim for benefits by notifying the Corporation orally or in writing. If the claim is wholly or partially denied, the Corporation will provide a written notice within ninety (90) days specifying the reason for the denial, the provisions of the Agreement upon which the denial is based, and any additional material or information necessary to receive benefits, if any. Also, such written notice shall indicate the steps to be taken if a review of the denial is desired. If a claim is denied and a review is desired, the Employee or his designated beneficiary shall notify the Corporation in writing within sixty (60) days. In requesting a review, the Employee or beneficiary may review this Agreement, and may submit any written issues and comments he feels are appropriate. The Corporation shall then review the claim and provide a written decision within sixty (60) days stating the specific reasons for the decision and including references to the provisions of the Agreement on which the decision is based. Notwithstanding the foregoing, the Employee shall be entitled to reimbursement of all costs and expenses (including reasonable attorneys fees) incurred by the Employee or his beneficiaries, heirs or executors in connection with any claim or proceeding to enforce this Agreement.

     9. Non-Assignable Benefits. Neither the Employee nor his Beneficiary shall have any right to sell, assign, transfer or otherwise convey or encumber the right to receive any benefits hereunder.

     10. Other Employment Benefits. Any payments under this Agreement shall be independent of, and in addition to, employment benefits under any other plan, program or agreement which may be in effect between the parties hereto, or any other compensation payable to the Employee or the Employee’s Beneficiary by the Corporation.

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     11. No Contract of Employment. This Agreement shall not be construed as a contract of employment, nor does it restrict the right of the Corporation to discharge the Employee or the right of the Employee to terminate his employment.

     12. Benefits Not Funded. Subject to Section 7 of this Agreement, the Corporation shall be under no obligation whatsoever to purchase or maintain any contract, policy or other asset to provide the benefits under this Agreement. Further, any contract, policy or other asset which the Corporation may utilize to assure itself of the funds to provide the benefits hereunder shall not serve in any way as security to the Employee for the Corporation’s performance under this Agreement, and Employee shall have no right to, or claim against, such contract or policy. Employee further acknowledges that with respect to the benefits provided under this Agreement, Employee’s status is that of an unsecured creditor of the Corporation.

     13. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee.

     14. Amendment.

     a. Amendment by the Corporation Prior to a Change in Control. Except as provided in Section 15(a) below, this Agreement may not be altered, amended or revoked prior to a Change in Control, except by a written agreement signed by both parties or as required to comply with ERISA or the Code.

     b. Amendment by the Corporation upon or Following a Change in Control. Upon a Change in Control and thereafter, this Agreement may not be altered, amended or revoked by the Corporation under any circumstances, except as required to comply with ERISA or the Code.

     15. Termination.

     a. Termination by Corporation prior to a Change in Control. This Agreement may be terminated by the Corporation under one of the following conditions:

     (1) The Corporation may terminate this Agreement at its sole discretion, provided that:

(i)	All arrangements sponsored by the Corporation that would be aggregated with this Agreement under Section 1.409A-1(c)(2) of the Treasury Regulations are terminated with respect to all Employees;
(ii)	No payments will be made, other than those otherwise payable under the terms of this Agreement absent the Agreement’s termination, within twelve (12) months of the termination of the Agreement;

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(iii)	All payments due to the Employee under this Agreement will be made within twenty-four (24) months of such termination;
(iv)	The Corporation does not adopt a new arrangement that would be aggregated with any terminated arrangement under Section 409A at any time within the three-year period following the date of termination of this Agreement; and
(v)	The termination does not occur proximate to a downturn in the financial health of the Corporation.

     (2) The Corporation, at its discretion, may terminate this Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code, or with the approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that amounts deferred under this Agreement are included in the gross income of Employee in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received):

(i)	The calendar year in which the termination of this Agreement occurs;
(ii)	The first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or
(iii)	The first calendar year in which the payment is administratively practicable;

     (3) The Corporation may amend this Agreement to provide that termination of the Agreement will occur under such conditions and events as may be prescribed by the Secretary of the Treasury in generally applicable guidance published in the Internal Revenue Bulletin.

If the Corporation terminates this Agreement pursuant to this Section 15(a), the Employee shall be entitled to receive a lump sum payment equal to the present value of the benefit the Employee would have received under the Agreement if he had terminated employment on the date of such termination, which present value shall be determined as of the date of payment using the Conversion Interest Rate as a discount rate. The lump sum payment shall be made in accordance with and at such time as permitted by this Section 15(a) or Section 409A of the Code .

     (b) Termination by Corporation upon or Following a Change in Control. Upon a Change in Control and thereafter, this Agreement may not be terminated by the Corporation under any circumstances.

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     16. Guaranty. In the event of a Change in Control, the Corporation shall obtain the guaranty of the Corporation’s obligations under this Agreement by the acquirer and the ultimate parent entity (based on the majority of voting power and pecuniary interest in the outstanding equity) of the Corporation or its successor after such Change in Control. The failure of the Company to obtain such guaranty of this Agreement as reflected in an endorsement as guarantor of the Corporation’s obligations hereunder shall constitute a material breach of this agreement by the Corporation.

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     IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Salary Continuation Agreement as of the day and year first above written.

J. ALEXANDER’S CORPORATION
By:	R. Gregory Lewis, Chief Financial Officer, Vice-President, Finance
Employee:	/s/ J. Michael Moore J. Michael Moore

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Exhibit 10.7

Exhibit A

Minimum Lump Sum

Year of Termination	Amount Vested
2008	$137,344
2009	163,550
2010	190,439
2011	217,967
2012	246,108
2013	274,833
2014	304,100
2015	333,910
2016	364,232
2017	394,853
2018	425,225
2019	456,166
2020	487,673
2021	519,709
2022	552,243
2023	584,725
2024	617,580

A-1

EX-10.8

Exhibit 10.8

AMENDED AND RESTATED SALARY CONTINUATION AGREEMENT

     This Amended and Restated Salary Continuation Agreement (“Agreement”), which supersedes and cancels any previously dated Salary Continuation Agreements, is made and entered into as of this 26th day of December, 2008, by and between J. Alexander’s Corporation, a Tennessee corporation with its principal office in Nashville, Tennessee (the “Corporation”), and Mark A. Parkey, a resident of Franklin, Tennessee (“Employee”).

     For and in consideration of the mutual covenants contained herein, the parties hereto agree as follows:

     1. Recitals. The Corporation values the efforts, abilities and accomplishments of Employee in the performance of his duties as an employee of the Corporation, and the Corporation recognizes the importance of Employee as a member of the management of the Corporation. In order to induce the continued employment with the Corporation of Employee, Corporation is willing to provide the benefits contained in this Agreement, and Employee accepts these benefits as a material part of his employment with the Corporation.

     2. Definitions.

     a. “Base Salary” for purposes of calculating a benefit hereunder as of a specific date shall be the greater of (i) the Employee’s actual annual base salary in effect as of that date or (ii) the average of the Employee’s annual base salary for the three full fiscal years immediately preceding the Separation from Service.

     b. “Beneficiary” or “Beneficiaries” shall mean the person(s) designated as the Employee’s beneficiary or beneficiaries in an election form filed by the Employee with the Corporation, or in the absence of such designation, the Employee’s Beneficiary shall be deemed to be the Employee’s estate.

     c. “Change in Control” shall mean a “change in control” of the Corporation as defined in Section 2(g) of the J. Alexander’s Corporation Amended and Restated 2004 Equity Incentive Plan.

     d. “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time. References to any section of the Internal Revenue Code shall include any successor provision thereto.

     e. “Conversion Interest Rate” shall mean seven percent (7%).

     f. “Employee’s Early Retirement Date” shall mean the date of the Employee’s Separation from Service before attaining his Normal Retirement Age, for reasons other than death.

     g. “Employee’s Normal Retirement Date” shall mean the date of the Employee’s Separation from Service on or after the Employee attaining his Normal Retirement Age.

     h. “ERISA” shall mean the Employee Retirement Income Security Act of 1974.

     i. “Normal Retirement Age” shall mean the date the Employee attains age 65.

     j. “Qualified Change in Control” shall mean a “change in the ownership” or “effective control” of the Corporation, or a “change in the ownership of a substantial portion of the assets” of the Corporation as defined in Treasury Regulation 1.409A-3(i)(5).

     k. “Separation from Service” shall mean a “separation from service” as defined in Treasury Regulation 1.409A-1(h). Pursuant to Treasury Regulation 1.409A-1(h), a Separation from Service shall occur on the date the Corporation and the Employee reasonably anticipate that no further services will be performed after a certain date or that the level of bona fide services the Employee will perform after such date (whether as an Employee or as an independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding thirty-six (36) month period (or the full period of services to the Corporation if the Employee has been providing services to the Corporation for less than thirty-six (36) months).

     l. “Treasury Regulations(s)” shall mean the regulations promulgated by the Treasury Department under the Code.

     Other terms may be defined in sections of this Agreement where such terms are used.

     3. Normal Retirement Benefit. In the event of the Employee’s Separation from Service from the Corporation for any reason other than death on or after the date on which the Employee attains his Normal Retirement Age, then the Corporation shall pay to Employee an annual benefit equal to fifty percent (50%) of the Employee’s Base Salary as of the Employee’s Normal Retirement Date (the “Normal Retirement Benefit”). The Normal Retirement Benefit shall be payable to the Employee in equal monthly installments, for a period of fifteen (15) years (one-hundred eighty (180) payments) (the “Normal Retirement Benefit Payment Period”). The Normal Retirement Benefit shall commence within thirty (30) days of the Employee’s Normal Retirement Date (with the date of the initial payment within such period determined by the Corporation in its sole discretion) and shall continue until the expiration of the Normal Retirement Benefit Payment Period.

     4. Termination of Employment Prior to Normal Retirement Age. In the event of the Employee’s Separation from Service before the Employee’s Normal Retirement Age for reasons other than death, the Corporation shall pay to the Employee a lump sum amount (the “Vested Benefit”), as follows. Where such Separation from Service occurs prior to the close of business on December 26, 2008, the Vested Benefit shall be a lump sum equal to the amount on Exhibit A applicable to 2008. For each day beginning at the close of business on December 26, 2008 until and including the close of business on December 31, 2008, with respect to a Separation from Service as of such times, the Vested Benefit payable in a lump sum shall increase by one-sixth of

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the difference between the computed Vested Benefit applicable on January 1, 2009 and the amount on Exhibit A applicable to 2008. Where such Separation from Service occurs on or after January 1, 2009, the Vested Benefit shall be a lump sum equal to the present value as of the date of payment of an annual benefit equal to fifty percent (50%) of the Employee’s Base Salary as of the Employee’s Early Retirement Date, payable in equal monthly installments for a period of fifteen (15) years (one-hundred eighty (180) payments) commencing on the date the Employee attains his Normal Retirement Age. The present value calculation of the Vested Benefit shall use a discount rate equal to the Conversion Interest Rate. Notwithstanding the foregoing, if the amount payable under this Section 4 as the Vested Benefit is less than the designated dollar amount on attached Exhibit A as the vested amount that would apply on the relevant date of termination (the “Minimum Lump Sum”), then the Minimum Lump Sum shall be paid in lieu thereof. The Vested Benefit shall be paid within thirty (30) days of the Employee’s Early Retirement Date, with the date of such payment within such period determined by the Corporation in its sole discretion. Notwithstanding any other provision of this Agreement to the contrary, the Employee may modify the time and form of the payment of benefits due to the Employee for a Separation from Service on or after January 1, 2009 under this Section 4 by notifying the Corporation that the Employee elects, in lieu of payment of the Vested Benefit as a lump sum, payment of the Vested Benefit as an annual benefit equal to fifty percent (50%) of the Employee’s Base Salary as of the Employee’s Early Retirement Date, paid in equal monthly installments for a period of fifteen (15) years (one-hundred eighty (180) payments) commencing on the later of the date the Employee attains his Normal Retirement Age and the date that is five years after Separation from Service; provided such modification shall not take effect until at least twelve (12) months after the date the modification is made. If an attempted modification does not meet the requirements of the preceding sentence, then it shall be void, and the time and form of payment in effect with regard to the Employee’s benefits under the Agreement prior to such attempted modification shall remain effective.

     5. Death Benefit.

     a. Death Prior to the Employee’s Normal Retirement Age. If Employee dies while employed by the Corporation prior to attaining his Normal Retirement Age, the Corporation shall pay a salary continuation benefit, as set forth below, for a period ending on the date on which the Employee would have attained his Normal Retirement Age or ten years (one-hundred twenty (120) payments) from the date of the Employee’s death, whichever is longer (the “Death Benefit Payment Period”). Such benefits shall (i) be payable in equal monthly installments to the Employee’s Beneficiary; (ii) commence within thirty (30) days of the Employee’s death (with the date of the initial payment within such period determined by the Corporation in its sole discretion) and (iii) shall continue until the expiration of the Death Benefit Payment Period. The annual salary continuation benefit for the first full year following the death of Employee shall be one-hundred percent (100%) of the Employee’s Base Salary in effect hereunder as of the Employee’s death. Thereafter, for the remainder of the Death Benefit Payment Period, the annual salary continuation benefit shall be fifty percent (50%) of the Employee’s Base Salary in effect hereunder as of the Employee’s death.

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     b. Death after Normal Retirement Age, but prior to the Employee’s Normal Retirement Date. If the Employee dies after attaining his Normal Retirement Age, but prior to the Employee’s Normal Retirement Date, the Employee’s Beneficiary shall receive the Employee’s Normal Retirement Benefit calculated as if the Employee had experienced a Separation from Service as of his date of death. Such benefits shall commence within thirty (30) days of the Employee’s death (with the date of the initial payment within such period determined by the Corporation in its sole discretion) and shall continue for the Normal Retirement Payment Period.

     c. Death after the Commencement of Benefits. If the Employee dies after his benefit payments have commenced in installments under the applicable Section of this Agreement, the installment payments shall continue to be paid to the Employee’s Beneficiary in the same manner and at the same times as they would have been paid to the Employee had he survived.

     6. Delay of Payments Pursuant to Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, if (i) the Employee is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)) of the Corporation on the date of the Employee’s Separation from Service and (ii) in connection with such Separation From Service any payments to be provided to the Employee pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A of the Code if provided at the time otherwise required under this Agreement, then such payments shall be delayed until the date that is six (6) months after the date of the Employee’s Separation from Service from the Corporation, or, if earlier, the date of the Employee’s death. Any payments delayed pursuant to this Section 6 shall be made in a lump sum on the first day of the seventh month following the Employee’s Separation from Service or, if earlier, the date of the Employee’s death, and any remaining payments, if applicable, required to be made under this Agreement will be paid upon the schedule otherwise applicable to such payments under the Agreement.

     7.  Funding upon a Change in Control. Upon a Change in Control, the Corporation shall establish a “rabbi trust” in accordance with Revenue Procedure 92-64 and subsequent guidance published by the Internal Revenue Service (the “Trust”) and shall contribute an amount sufficient based on projected benefits to fund the Employee’s Normal Retirement Benefit. The amount of any such contribution shall include any investment vehicles (such as Corporation-owned insurance contracts on the life of the Employee) previously established by the Corporation in connection with the proposed funding of benefits. Further, the Corporation shall have an ongoing obligation to continue to make contributions to the rabbi trust in an amount sufficient to fund the Employee’s Normal Retirement Benefit until the Employee receives the full amount of the benefit he is entitled to receive under the Agreement. The calculation of the funding of the Employee’s Normal Retirement Benefit shall be determined by an actuary or accountant chosen by the Corporation and such calculation must be completed prior to the closing of any such Change in Control. The calculation shall thereafter be performed no less often than annually in order to calculate whether additional contributions are necessary. The actuary or accountant chosen by the Corporation shall utilize the following principal assumptions when determining the funding required by this Section 7 at the time any calculation is performed: (i) an interest rate equal to the Conversion Interest Rate; (ii) a turnover rate of zero;

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(iii) an assumption that the Employee will remain employed until his Normal Retirement Date; and (iv) a four and one-half percent (4.5%) annual increase in Base Salary above the Base Salary used to calculate benefits hereunder at the time any calculation is performed. The Corporation may not remove funds which have previously been contributed to the Trust at any time, except to the extent necessary to pay the benefits due under this Agreement. Notwithstanding the foregoing, the assets of the Trust shall at all times remain subject to the claims of general creditors of the Corporation in the event of its insolvency as more fully described in the Trust. Notwithstanding the fact that a Trust shall be established under this Section 7 upon a Change in Control, the Corporation shall remain liable for paying the benefits under this Agreement. However, any payment of benefits to the Employee or his Beneficiary made by such Trust shall satisfy the Corporation’s obligation to make such payment to such person. Upon satisfaction of the Corporation’s obligation to make any and all benefit payments to the Employee or his Beneficiary, such Trust shall terminate, and any remaining Trust assets shall be returned to the Corporation. The Trust may contain such other terms and conditions as the Corporation may determine to be necessary or desirable. Notwithstanding the foregoing, the Trust may not be amended or terminated (except as provided in Section 15) upon a Change in Control or thereafter, except to the extent required to ensure the Trust is in compliance with ERISA or the Code.

     8. Claims Procedure. If any benefits become payable under this Agreement, the Employee or his designated beneficiary shall file a claim for benefits by notifying the Corporation orally or in writing. If the claim is wholly or partially denied, the Corporation will provide a written notice within ninety (90) days specifying the reason for the denial, the provisions of the Agreement upon which the denial is based, and any additional material or information necessary to receive benefits, if any. Also, such written notice shall indicate the steps to be taken if a review of the denial is desired. If a claim is denied and a review is desired, the Employee or his designated beneficiary shall notify the Corporation in writing within sixty (60) days. In requesting a review, the Employee or beneficiary may review this Agreement, and may submit any written issues and comments he feels are appropriate. The Corporation shall then review the claim and provide a written decision within sixty (60) days stating the specific reasons for the decision and including references to the provisions of the Agreement on which the decision is based. Notwithstanding the foregoing, the Employee shall be entitled to reimbursement of all costs and expenses (including reasonable attorneys fees) incurred by the Employee or his beneficiaries, heirs or executors in connection with any claim or proceeding to enforce this Agreement.

     9. Non-Assignable Benefits. Neither the Employee nor his Beneficiary shall have any right to sell, assign, transfer or otherwise convey or encumber the right to receive any benefits hereunder.

     10. Other Employment Benefits. Any payments under this Agreement shall be independent of, and in addition to, employment benefits under any other plan, program or agreement which may be in effect between the parties hereto, or any other compensation payable to the Employee or the Employee’s Beneficiary by the Corporation.

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     11. No Contract of Employment. This Agreement shall not be construed as a contract of employment, nor does it restrict the right of the Corporation to discharge the Employee or the right of the Employee to terminate his employment.

     12. Benefits Not Funded. Subject to Section 7 of this Agreement, the Corporation shall be under no obligation whatsoever to purchase or maintain any contract, policy or other asset to provide the benefits under this Agreement. Further, any contract, policy or other asset which the Corporation may utilize to assure itself of the funds to provide the benefits hereunder shall not serve in any way as security to the Employee for the Corporation’s performance under this Agreement, and Employee shall have no right to, or claim against, such contract or policy. Employee further acknowledges that with respect to the benefits provided under this Agreement, Employee’s status is that of an unsecured creditor of the Corporation.

     13. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee.

     14. Amendment.

     a. Amendment by the Corporation Prior to a Change in Control. Except as provided in Section 15(a) below, this Agreement may not be altered, amended or revoked prior to a Change in Control, except by a written agreement signed by both parties or as required to comply with ERISA or the Code.

     b. Amendment by the Corporation upon or Following a Change in Control. Upon a Change in Control and thereafter, this Agreement may not be altered, amended or revoked by the Corporation under any circumstances, except as required to comply with ERISA or the Code.

     15. Termination.

     a. Termination by Corporation prior to a Change in Control. This Agreement may be terminated by the Corporation under one of the following conditions:

     (1) The Corporation may terminate this Agreement at its sole discretion, provided that:

(i)	All arrangements sponsored by the Corporation that would be aggregated with this Agreement under Section 1.409A-1(c)(2) of the Treasury Regulations are terminated with respect to all Employees;
(ii)	No payments will be made, other than those otherwise payable under the terms of this Agreement absent the Agreement’s termination, within twelve (12) months of the termination of the Agreement;

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(iii)	All payments due to the Employee under this Agreement will be made within twenty-four (24) months of such termination;
(iv)	The Corporation does not adopt a new arrangement that would be aggregated with any terminated arrangement under Section 409A at any time within the three-year period following the date of termination of this Agreement; and
(v)	The termination does not occur proximate to a downturn in the financial health of the Corporation.

     (2) The Corporation, at its discretion, may terminate this Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code, or with the approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that amounts deferred under this Agreement are included in the gross income of Employee in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received):

(i)	The calendar year in which the termination of this Agreement occurs;
(ii)	The first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or
(iii)	The first calendar year in which the payment is administratively practicable;

     (3) The Corporation may amend this Agreement to provide that termination of the Agreement will occur under such conditions and events as may be prescribed by the Secretary of the Treasury in generally applicable guidance published in the Internal Revenue Bulletin.

If the Corporation terminates this Agreement pursuant to this Section 15(a), the Employee shall be entitled to receive a lump sum payment equal to the present value of the benefit the Employee would have received under the Agreement if he had terminated employment on the date of such termination, which present value shall be determined as of the date of payment using the Conversion Interest Rate as a discount rate. The lump sum payment shall be made in accordance with and at such time as permitted by this Section 15(a) or Section 409A of the Code .

     (b) Termination by Corporation upon or Following a Change in Control. Upon a Change in Control and thereafter, this Agreement may not be terminated by the Corporation under any circumstances.

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     16. Guaranty. In the event of a Change in Control, the Corporation shall obtain the guaranty of the Corporation’s obligations under this Agreement by the acquirer and the ultimate parent entity (based on the majority of voting power and pecuniary interest in the outstanding equity) of the Corporation or its successor after such Change in Control. The failure of the Company to obtain such guaranty of this Agreement as reflected in an endorsement as guarantor of the Corporation’s obligations hereunder shall constitute a material breach of this agreement by the Corporation.

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     IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Salary Continuation Agreement as of the day and year first above written.

J. ALEXANDER’S CORPORATION
By:	R. Gregory Lewis, Chief Financial Officer, Vice-President, Finance
Employee:	/s/ Mark A. Parkey Mark A. Parkey

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Exhibit 10.8

Exhibit A

Minimum Lump Sum

Year of Termination	Amount Vested
2008	$131,424
2009	150,286
2010	169,651
2011	189,541
2012	209,967
2013	230,921
2014	251,985
2015	273,516
2016	295,495
2017	317,196
2018	339,275
2019	361,721
2020	384,333
2021	407,341
2022	430,766
2023	454,573
2024	478,746
2025	503,246
2026	528,014
2027	553,034

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