1 EXHIBIT 4(e) STOCK PURCHASE AND STANDSTILL AGREEMENT STOCK PURCHASE AND STANDSTILL AGREEMENT dated as of March 22, 1999, among Solidus, LLC, a Tennessee limited liability company (the "Purchaser"), and J. Alexander's Corporation, a Tennessee...Stock Purchase Agreement • May 14th, 1999 • Alexanders J Corp • Retail-eating places • Tennessee
EXHIBIT 8 AMENDMENT TO RIGHTS AGREEMENT THIS AMENDMENT (the "Amendment"), between J. Alexander's Corporation, a Tennessee corporation (the "Company"), and SunTrust Bank, Atlanta (the "Rights Agent"). W I T N E S S E T H : WHEREAS, on May 16, 1989, the...Rights Agreement • May 14th, 2004 • Alexanders J Corp • Retail-eating places
EXHIBIT 10(a) THIRD AMENDMENT TO LOAN AGREEMENT THIS THIRD AMENDMENT TO LOAN AGREEMENT ("Third Amendment") entered into this 14 day of August, 2001, by and among J. ALEXANDER'S CORPORATION (f/k/a VOLUNTEER CAPITAL CORPORATION), J. ALEXANDER'S...Loan Agreement • August 15th, 2001 • Alexanders J Corp • Retail-eating places
AGREEMENT:Loan Agreement • November 13th, 2002 • Alexanders J Corp • Retail-eating places • Arizona
RECITALSAsset Purchase Agreement • November 13th, 1996 • Volunteer Capital Corp / Tn / • Retail-eating places • Ohio
EXHIBIT (10)(a) LOAN AGREEMENT This Loan Agreement ("Agreement") entered into as of the 12th day of May, 2003, by and among J. ALEXANDER'S CORPORATION, J. ALEXANDER'S RESTAURANTS, INC., both Tennessee corporations (collectively referred to as the...Loan Agreement • May 14th, 2003 • Alexanders J Corp • Retail-eating places • Tennessee
EXHIBIT 10.2 J. ALEXANDER'S CORPORATION FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT (DIRECTORS) THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this "Agreement") is made and entered into as of this _____ day of ______, 200__ (the "Grant Date"), by and...Non-Qualified Stock Option Agreement • November 10th, 2004 • Alexanders J Corp • Retail-eating places • Tennessee
EXHIBIT 10.1 AMENDED AND RESTATED STANDSTILL AGREEMENT This AMENDED AND RESTATED STANDSTILL AGREEMENT dated as of July 31, 2005, among Solidus Company (formerly known as Solidus, LLC), a Tennessee general partnership ("Solidus"), and J. Alexander's...Standstill Agreement • August 1st, 2005 • Alexanders J Corp • Retail-eating places • Tennessee
COMPUTERSHARE TRUST COMPANY, N.A. Rights Agreement Dated as of March 5, 2012Rights Agreement • March 6th, 2012 • Alexanders J Corp • Retail-eating places • Tennessee
Agreement, dated as of March 5, 2012, between J. ALEXANDER’S CORPORATION, a Tennessee corporation (the “Company”), and COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company, as rights agent (the “Rights Agent”).
EXHIBIT 10.1 J. ALEXANDER'S CORPORATION FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this "Agreement") is made and entered into as of this _____ day of ______, 200__ (the "Grant Date"), by and between J....Non-Qualified Stock Option Agreement • November 10th, 2004 • Alexanders J Corp • Retail-eating places • Tennessee
EXHIBIT 10(u) FIRST AMENDMENT TO LOAN AGREEMENT This First Amendment to Loan Agreement ("First Amendment") is dated January 20, 2004, to be effective as of May 12, 2003, by and among J. ALEXANDER'S CORPORATION, J. ALEXANDER'S RESTAURANTS, INC., both...Loan Agreement • March 29th, 2004 • Alexanders J Corp • Retail-eating places
EXHIBIT 10.1 J. ALEXANDER'S CORPORATION FORM OF 2005 INCENTIVE STOCK OPTION AGREEMENT THIS INCENTIVE STOCK OPTION AGREEMENT (this "Agreement") is made and entered into as of this 21st day of December, 2005 (the "Grant Date"), by and between J....Incentive Stock Option Agreement • December 28th, 2005 • Alexanders J Corp • Retail-eating places • Tennessee
EXHIBIT 10.2 LINE OF CREDIT NOTE $30,000,000.00 Nashville, Tennessee August 29, 1995 FOR VALUE RECEIVED, VOLUNTEER CAPITAL CORPORATION, VCE RESTAURANTS, INC. AND TOTAL QUALITY MANAGEMENT, INC., Tennessee corporations, (collectively the "Maker")...Line of Credit Note • November 15th, 1995 • Volunteer Capital Corp / Tn / • Retail-eating places • Tennessee
RECITALSSubscription Rights Agreement • April 30th, 1999 • Alexanders J Corp • Retail-eating places • Tennessee
Exhibit 10(d) UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE THIS UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE (this "Guaranty") is made as of October 29, 2002, by J. ALEXANDER'S CORPORATION, a Tennessee corporation ("Guarantor"), for the...Unconditional Guaranty of Payment and Performance • November 13th, 2002 • Alexanders J Corp • Retail-eating places
EMPLOYMENT AGREEMENTEmployment Agreement • January 2nd, 2009 • Alexanders J Corp • Retail-eating places • Tennessee
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”).
EXHIBIT 10.3 J. ALEXANDER'S CORPORATION FORM OF INCENTIVE STOCK OPTION AGREEMENT THIS INCENTIVE STOCK OPTION AGREEMENT (this "Agreement") is made and entered into as of this _____ day of ______, 200__ (the "Grant Date"), by and between J. Alexander's...Incentive Stock Option Agreement • November 10th, 2004 • Alexanders J Corp • Retail-eating places • Tennessee
AMENDED AND RESTATED SALARY CONTINUATION AGREEMENTSalary Continuation Agreement • January 2nd, 2009 • Alexanders J Corp • Retail-eating places • Tennessee
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”).
Exhibit 4(a) FIRST AMENDMENT TO STOCK PURCHASE AND STANDSTILL AGREEMENT This FIRST AMENDMENT TO STOCK PURCHASE AND STANDSTILL AGREEMENT (the "Amendment"), dated as of August 11, 2003, among Solidus Company (formerly known as Solidus, LLC), a Tennessee...Stock Purchase and Standstill Agreement • November 12th, 2003 • Alexanders J Corp • Retail-eating places • Tennessee
ContractSalary Continuation Agreement and Employment Agreement • August 2nd, 2012 • Alexanders J Corp • Retail-eating places • Tennessee
This letter amends and restates that certain Letter Agreement, dated as of June 22, 2012, by and between you and J. Alexander’s Corporation. This letter describes changes to your Salary Continuation Agreement dated as of December 26, 2008 (the “Salary Continuation Agreement”), and your Employment Agreement dated as of December 26, 2008 (the “Employment Agreement”), in each case between you and J. Alexander’s Corporation, a Tennessee corporation (including its successors, the “Corporation”). Such changes shall be contingent upon the occurrence of, and effective at, the Effective Time (as defined in that certain Amended and Restated Agreement and Plan of Merger, dated as of July 30, 2012, by and among Fidelity National Financial, Inc. (“Parent”), Fidelity Newport Holdings, LLC (“Operating Company”) (for the limited purposes set forth therein), American Blue Ribbon Holdings, Inc. (for the limited purposes set forth therein), New Athena Merger Sub, Inc. (“Merger Sub”) and the Corporation (
September 13, 1989Severance Benefits Agreement • May 16th, 2012 • Alexanders J Corp • Retail-eating places • Tennessee
ContractSalary Continuation Agreement • June 28th, 2012 • Alexanders J Corp • Retail-eating places • Tennessee
This letter describes changes to your Salary Continuation Agreement dated as of December 26, 2008 (the “Salary Continuation Agreement”), between you and J. Alexander’s Corporation, a Tennessee corporation (the “Corporation”). Such changes shall be contingent upon the occurrence of, and effective at, the Effective Time (as defined in that certain Agreement and Plan of Merger, dated as of June 22, 2012, by and among Fidelity National Financial, Inc. (“Parent”), Fidelity Newport Holdings, LLC (“Operating Company”) (for the limited purposes set forth therein), American Blue Ribbon Holdings, Inc. (“Purchaser”), Athena Merger Sub, Inc. (“Merger Sub”) and the Corporation (the “Merger Agreement”)).
FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 6th, 2012 • Alexanders J Corp • Retail-eating places
This FIRST AMENDMENT, dated as of September 5, 2012 (the “First Amendment”), to the AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (the “Restated Merger Agreement”), dated as of July 30, 2012, made by and among FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation (“Parent”), NEW ATHENA MERGER SUB, INC., a Tennessee corporation and an indirect, wholly-owned Subsidiary of Parent (“Merger Sub”), solely for purposes of Section 9.14 thereof FIDELITY NEWPORT HOLDINGS, LLC, a Delaware limited liability company and an indirect, majority-owned Subsidiary of Parent, solely for purposes of Section 9.14 thereof AMERICAN BLUE RIBBON HOLDINGS, INC., a Delaware corporation and an indirect, majority-owned Subsidiary of Parent, solely for purposes of Section 9.14 thereof ATHENA MERGER SUB, INC., a Tennessee corporation and a direct, wholly-owned Subsidiary of Purchaser, and J. ALEXANDER’S CORPORATION, a Tennessee corporation (the “Company”), is entered into by and among Parent, Merger Sub and t
AMENDED AND RESTATED SALARY CONTINUATION AGREEMENTSalary Continuation Agreement • January 2nd, 2009 • Alexanders J Corp • Retail-eating places • Tennessee
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”).
MASTER LEASEMaster Lease • November 13th, 2002 • Alexanders J Corp • Retail-eating places • Arizona
1 Exhibit 10(i) Exhibit 10(i) Line of Credit Note dated March 27, 1998 by and between J. Alexander's Corporation, J. Alexander's Restaurants, Inc. and NationsBank of Tennessee, N.A. LINE OF CREDIT NOTE $20,000,000.00 Nashville, Tennessee March 27,...Line of Credit Note • March 30th, 1998 • Alexanders J Corp • Retail-eating places • Tennessee
EXHIBIT (10)(b) LINE OF CREDIT NOTE $5,000,000.00 Nashville, Tennessee as of May 12, 2003 FOR VALUE RECEIVED, J. ALEXANDER'S CORPORATION and J. ALEXANDER'S RESTAURANTS, INC., both Tennessee corporations (collectively, the "Maker"), jointly and...Line of Credit Note • May 14th, 2003 • Alexanders J Corp • Retail-eating places
Bank of AmericaLoan Agreement • April 29th, 2009 • Alexanders J Corp • Retail-eating places
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER DATED AS OF JULY 30, 2012 BY AND AMONG FIDELITY NATIONAL FINANCIAL, INC., NEW ATHENA MERGER SUB, INC. FIDELITY NEWPORT HOLDINGS, LLC, (for the limited purposes set forth herein), AMERICAN BLUE RIBBON...Agreement and Plan of Merger • August 2nd, 2012 • Alexanders J Corp • Retail-eating places • Tennessee
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER is made by and among FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation (“Parent”), NEW ATHENA MERGER SUB, INC., a Tennessee corporation and an indirect, wholly-owned Subsidiary of Parent (“Merger Sub”), solely for purposes of Section 9.14 FIDELITY NEWPORT HOLDINGS, LLC, a Delaware limited liability company and an indirect, majority-owned Subsidiary of Parent (the “Operating Company”), solely for purposes of Section 9.14 AMERICAN BLUE RIBBON HOLDINGS, INC., a Delaware corporation and an indirect, majority-owned Subsidiary of Parent (“Purchaser”), solely for purposes of Section 9.14 ATHENA MERGER SUB, INC., a Tennessee corporation and a direct, wholly-owned Subsidiary of Purchaser (“Old Merger Sub”), and J. ALEXANDER’S CORPORATION, a Tennessee corporation (the “Company”), as of July 30, 2012 (this “Agreement”), and amends and restates in its entirety the Agreement and Plan of Merger by and among Parent, the Operating Company,
OMNIBUS TERMINATION AND RELEASE AGREEMENT July 30, 2012Omnibus Termination and Release Agreement • August 2nd, 2012 • Alexanders J Corp • Retail-eating places
This Omnibus Termination and Release Agreement (the “Agreement”) is made as of the date first written above by and among the undersigned parties (each, a “Party,” and collectively, the “Parties”).
ContractIncentive Stock Option Agreement • May 17th, 2007 • Alexanders J Corp • Retail-eating places • Tennessee
THIS INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of this _____ day of ___, 200 _____(the “Grant Date”), by and between J. Alexander’s Corporation, a Tennessee corporation (together with its Subsidiaries and Affiliates, the “Company”), and _____ (the “Optionee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the J. Alexander’s Corporation Amended and Restated 2004 Equity Incentive Plan (the “Plan”).
JOINT FILING AGREEMENTJoint Filing Agreement • November 3rd, 2011 • Alexanders J Corp • Retail-eating places
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Act”), the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D and any amendments thereto with respect to the common stock of J. Alexander’s Corporation and agree that this Joint Filing Agreement shall be included as an exhibit to such Schedule 13D.
ContractSalary Continuation Agreement and Employment Agreement • June 28th, 2012 • Alexanders J Corp • Retail-eating places • Tennessee
This letter describes changes to your Salary Continuation Agreement dated as of December 26, 2008 (the “Salary Continuation Agreement”), and your Employment Agreement dated as of December 26, 2008 (the “Employment Agreement”), in each case between you and J. Alexander’s Corporation, a Tennessee corporation (the “Corporation”). Such changes shall be contingent upon the occurrence of, and effective at, the Effective Time (as defined in that certain Agreement and Plan of Merger, dated as of June 22, 2012, by and among Fidelity National Financial, Inc. (“Parent”), Fidelity Newport Holdings, LLC (“Operating Company”) (for the limited purposes set forth therein), American Blue Ribbon Holdings, Inc. (“Purchaser”), Athena Merger Sub, Inc. (“Merger Sub”) and the Corporation (the “Merger Agreement”)).
THIRD AMENDMENT TO LOAN AGREEMENTLoan Agreement • November 3rd, 2008 • Alexanders J Corp • Retail-eating places
This Third Amendment to Loan Agreement (“Amendment”) is dated as of October 31, 2008, by and among J. ALEXANDER’S CORPORATION, J. ALEXANDER’S RESTAURANTS, INC., both Tennessee corporations (collectively referred to as the “Borrower”), and BANK OF AMERICA, N.A., a national banking association (“Lender”).
ContractStock Option Cancellation Agreement • October 29th, 2010 • Alexanders J Corp • Retail-eating places • Tennessee
This STOCK OPTION CANCELLATION AGREEMENT (the “Agreement”) is by and between J. Alexander’s Corporation, a Tennessee corporation (the “Company”), and (“Employee”).
