ContractUnit Grant Agreement • June 25th, 2015 • J. Alexander's Holdings, Inc. • Retail-eating places • Delaware
This Unit Grant Agreement (this “Agreement”) is made as of January 1, 2015 (the “Grant Date”) by J. Alexander’s Holdings, LLC, a Delaware limited liability company (the “Company”), with ___________ (the “Grantee”). Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Amended and Restated Limited Liability Company Agreement of the Company dated as of January 1, 2015, as may be amended from time to time, or any successor agreement thereto (the “LLC Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 25th, 2015 • J. Alexander's Holdings, Inc. • 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 J. Michael Moore (the “Executive”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 25th, 2015 • J. Alexander's Holdings, Inc. • Retail-eating places • Tennessee
This INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of this day of , 20 , between J. Alexander’s Holdings, Inc., a Tennessee corporation (the “Company”), and , a director of the Company (the “Director”).
AMENDED AND RESTATED SALARY CONTINUATION AGREEMENTSalary Continuation Agreement • June 25th, 2015 • J. Alexander's Holdings, Inc. • 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”).
FORM OF SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF J. ALEXANDER’S HOLDINGS, LLC, A DELAWARE LIMITED LIABILITY COMPANY Dated , 2015 by and among J. ALEXANDER’S HOLDINGS, LLC AND THE OTHER PARTIES HERETOLimited Liability Company Agreement • June 25th, 2015 • J. Alexander's Holdings, Inc. • Retail-eating places • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is entered into as of , 2015, by and among (i) J. ALEXANDER’S HOLDINGS, LLC, a Delaware limited liability company (the “Company”), (ii) J. ALEXANDER’S HOLDINGS, INC., a Tennessee corporation (“J. Alexander’s”), (iii) JAX Investments, Inc., a Delaware corporation (“JAX Investments”), (iv) each member of management who has previously been granted Class B Units pursuant to the Company Incentive Plan (each, a “Management Member”), and (v) BLACK KNIGHT ADVISORY SERVICES, LLC, a Delaware limited liability company (the “Management Company”). The Managing Member, JAX Investments, the Management Members and the Management Company are sometimes referred to herein collectively as the “Members” and individually as a “Member.” Certain capitalized terms used herein are defined in Section 13.1.
Severance Benefits AgreementSeverance Benefits Agreement • June 25th, 2015 • J. Alexander's Holdings, Inc. • Retail-eating places • Tennessee
The Board of Directors of Volunteer Capital Corporation (the “Company”) recognizes that your contributions to the past and future growth and success of the Company have been substantial. The Board therefore desires to assure the Company of your continued services for the benefit of the Company now, and in the event that the Company were to be faced with a takeover possibility.
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN FIDELITY NATIONAL FINANCIAL, INC. AND J. ALEXANDER’S HOLDINGS, INC. DATED AS OF [ ], 2015Separation and Distribution Agreement • June 25th, 2015 • J. Alexander's Holdings, Inc. • Retail-eating places • Delaware
SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [ ], 2015, by and between FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation (“FNF”), and J. ALEXANDER’S HOLDINGS, INC., a Tennessee corporation (“JAX” and, together with FNF, the “Parties”).
ContractUnit Grant Agreement • June 25th, 2015 • J. Alexander's Holdings, Inc. • Retail-eating places • Delaware
This Unit Grant Agreement (this “Agreement”) is made as of , 2015 (the “Grant Date”) by J. Alexander’s Holdings, LLC, a Delaware limited liability company (the “Company”), with Black Knight Advisory Services, LLC, a Delaware limited liability company (the “Grantee”). Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Second Amended and Restated Limited Liability Company Agreement of the Company dated as of , 2015, as it may be amended from time to time, or any successor agreement thereto (the “LLC Agreement”).
MANAGEMENT CONSULTING AGREEMENTManagement Consulting Agreement • June 25th, 2015 • J. Alexander's Holdings, Inc. • Retail-eating places • Tennessee
This MANAGEMENT CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of , 2015, by and between Black Knight Advisory Services, LLC, a Delaware limited liability company (“Advisor”), and J. Alexander’s Holdings, LLC, a Delaware limited liability company (the “Company”). Advisor and the Company are collectively referred to herein as the “Parties”.
AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • June 25th, 2015 • J. Alexander's Holdings, Inc. • Retail-eating places • Tennessee
THIS AMENDED AND RESTATED AGREEMENT (“Loan Agreement” or “Agreement”) is made and entered into as of this 9th day of December, 2014, by and between J. ALEXANDER’S, LLC, a Tennessee limited liability company (herein called “Borrower”) and PINNACLE BANK (herein called “Lender”).
ContractSalary Continuation Agreement • June 25th, 2015 • J. Alexander's Holdings, Inc. • Retail-eating places • Tennessee
This letter describes changes to your Amended and Restated Salary Continuation Agreement (the “Salary Continuation Agreement”), dated as of December 26, 2008, between you and J. Alexander’s, LLC, a Tennessee limited liability company, f/k/a J. Alexander’s Corporation (the “Company”), and as previously amended pursuant to that certain Letter Agreement, dated as of July 30, 2012, by and among you and the Company, and for certain limited purposes set forth therein, Fidelity Newport Holdings, LLC, Fidelity National Financial, Inc. and American Blue Ribbon Holdings, Inc. Such changes shall be effective upon the date set forth above (the “Effective Date”).
ContractJ. Alexander's Holdings, Inc. • June 25th, 2015 • 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 (
