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                                                                     EXHIBIT 4.1


                                 DESCRIPTION OF
                   J. ALEXANDERS CORPORATION 1999 LOAN PROGRAM

                               PROGRAM ELIGIBILITY

         At its meeting on November 8, 1999, the Board of Directors of J.
Alexander's Corporation (the "Company") approved the 1999 Loan Program (the
"Program"). The Program is being made available to all regular full-time
employees of the Company and to all regular part-time employees of the Company
who have five or more years of service as of November 22, 1999. In the event
that shares of the Company's common stock, $.05 par value per share (the "Common
Stock") remain available for purchase under the Program after participating
employees have been allotted the appropriate number of shares, directors who are
not otherwise employed by the Company ("Outside Directors") may participate in
the Program and purchase the remaining shares on a pro rata basis. In no event,
however, shall any Outside Director borrow more than $100,000 pursuant to the
Program. The Program is not available to those employees who are on probation or
who are employed (i) to perform a specific assignment, (ii) for a period of time
of limited duration, (iii) at a location, business unit or division that is
being closed, or (iv) who have failed, when required, to execute and deliver a
nondisclosure agreement. All requests by eligible employees to participate in
the Program are subject to approval, disapproval or reductions in loan amount by
certain officers of the Company, including the President, Chief Executive
Officer, Chief Financial Officer, Secretary and any Vice-President (the
"Officers").

                             LEVELS OF PARTICIPATION

         In order to participate in the Program, a participant must agree to
borrow a minimum of $10,000. If an employee's base salary is less than $50,000,
the maximum amount of the Loan to the employee under the Program will be limited
to 50% of the employee's base salary. If an employee's base salary is greater
than or equal to $50,000, the maximum amount of the Loan available to the
employee under the Program will be limited to 100% of base salary. The actual
amount of shares purchased under the Program (and, thus, the actual amount of
the Loan to a participant) may be affected by the ability of the Company to pro
rate purchases in certain circumstances. See "Method of Purchases." The
Compensation Committee or the Officers may, in their sole discretion and if
requested, approve a greater amount.

                                   LOAN TERMS

AMOUNT

         The Loan to an employee will be in an original principal amount equal
to $10,000 and increments above that amount of $2,500, as selected by the
employee. The Loan will be unsecured but will be full recourse to the employee.
This means the Loan will represent an unconditional promise to repay the
principal amount borrowed plus accrued interest irrespective



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of the value of the shares of Common Stock purchased pursuant to the Plan. The
Loan will mature on December 31, 2006. Loans may become due and payable at
earlier times upon the occurrence of certain events. See "Other Terms" below.

INTEREST

         The Loan will accrue interest from the later of the date of the last
purchase of shares under the Program or December 6, 1999 ("Closing") until paid
in full at a rate of 3% per year. The interest rate may increase in the event
any of the shares (including Special Stock Bonus Awards, as hereinafter defined)
acquired under the Program are sold, pledged or otherwise transferred or, unless
certain arrangements are made, if any of such shares are withdrawn from the
participant's account with J.C. Bradford & Co. (the "Investing Broker"). See
"Other Terms" below.

PAYMENTS

         Payment amounts will be based on a 3% interest rate per annum. The
interest will be payable quarterly, with payment due on March 31, June 30,
September 30, and December 31, of each year (each date individually a "Payment
Date"), until December 31, 2006, at which time there will be a "balloon" payment
of the unpaid interest and the entire principal amount due. Notwithstanding the
foregoing, in the event that a participant receives from the Company bonus
compensation, that amount of principal equal to 30% of such bonus shall become
immediately due and payable.

         The following examples illustrate these payment terms.

         EXAMPLE 1:        If an employee borrows $10,000, beginning with the
                           Payment Date following the Closing, the employee
                           would repay $75.00 per quarter (i.e., every three
                           months) until December 31, 2006. At that time an
                           additional payment of $10,000 representing the
                           principal balance of the Loan will also be due and
                           payable.

         EXAMPLE 2:        An employee borrows $10,000. The quarterly
                           payments are illustrated in Example 1 above. One year
                           later, the employee receives a bonus from the Company
                           of $2,500. A payment of $750 would become immediately
                           due and payable, reducing the amount of principal
                           owed to $9,250. Thereafter, a payment amount of
                           $69.37 would be due on each Payment Date through
                           December 31, 2006. On December 31, 2006, an
                           additional payment of $9,250, representing the
                           remaining principal balance of the Loan, will also
                           become due and payable.




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OTHER TERMS

         All Loans under the Program may be prepaid at any time. Prepayments
will be applied first to accrued but unpaid interest and then to principal.

         A Loan will become due and payable at the option of the Company in the
event of (i) the failure by an employee to make any payment when due; (ii) an
employee's insolvency, application for appointment of receiver, filing of a
petition under any bankruptcy law or the making of an assignment for the benefit
of creditors; (iii) an employee's death or long-term disability or (iv)
termination of employment with the Company or its subsidiaries, whether
voluntary or involuntary, except that if, at the time of termination, the
employee pledges the Common Stock acquired under the Program (including the
Special Stock Bonus Award and if vested, the Restricted Stock Award, each as
hereinafter defined) or provides other collateral acceptable to the Company to
secure the Loan, the Company will not cause the Loan to become due and payable
before 90 days following such termination.

         Because the Program is designed to encourage employee ownership of
Common Stock, if any shares of Common Stock acquired by a participant under the
Program (including the Special Stock Bonus Award and the Restricted Stock Award)
are sold, pledged (other than to the Company) or otherwise transferred, the
interest rate on the Loan will be immediately adjusted to a "market rate" which
the Company has determined to be the Prime Rate, as announced by Bank of
America, N.A., plus 7%, and payments will also commence immediately at the
higher rate. The next payment which would otherwise be due will be immediately
due and payable, and the remaining quarterly payment amounts will be increased
to reflect the higher rate on the Loan. If a participant withdraws any such
shares from his or her account with the Investing Broker, the participant must
make arrangements satisfactory to the Company regarding the registration and/or
custody of the share certificates so that the Company can determine the interest
rate and payment terms applicable to the participant's Loan; a failure to make
such arrangements will result in the interest rate and payment terms being
adjusted as described above. A participant shall not be deemed to have
transferred or withdrawn shares acquired under this Program so long as the
number of shares held in the participant's account with the Investing Broker is
not less than the number of shares acquired under this Program (including the
Special Stock Bonus Award).

         The Company will consider waiving the foregoing interest rate
adjustment if the purpose of the sale is (x) to fund a medical emergency or
other financial hardship, (y) to fund an educational need or (z) to pay the
exercise price of Company stock options. In the event the proceeds of the sale
are used to fund an educational need, the Company will not consider a waiver
unless the then-existing market price of the shares to be sold is less than or
equal to 50% of the excess of (a) the then-existing market price of all of the
shares acquired by the employee under this Program (including the Special Stock
Bonus Awards and the Restricted Stock Award) over (b) the then-existing balance
of the Loan. Any decision to waive the interest rate adjustment is solely within
the Company's discretion and must be made in advance by the Company's Human
Resources Department. If shares acquired under the Program are used to pay the
exercise price



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of Company stock options and if a participant deposits into his or her account
with the Investing Broker a number of shares obtained upon exercise of an option
equal to the number of shares used to pay the exercise price of an option, no
interest rate adjustment will result from such transfer.

         Neither a Loan nor any rights or obligations thereunder will be
transferable by the participant except by will or the laws of descent and
distribution. The promissory note evidencing the Loan may be sold or transferred
by the Company.

                            SPECIAL STOCK BONUS AWARD

         Participants in the Program (other than Outside Directors) will receive
a stock bonus of one share of Common Stock for every 20 shares of Common Stock
purchased under the Program (a "Special Stock Bonus Award"). This Special Stock
Bonus Award will be issued pursuant to the Company's Employee Stock Incentive
Plan (the "Plan"). Special Stock Bonus Awards will be rounded to the nearest
whole number of shares. The timing of the delivery of a Special Stock Bonus
Award to or on behalf of a participant shall be as determined by the Officers.
No Special Stock Bonus Award will be made for an increase or decrease in a
number of shares of Common Stock held resulting solely from a subdivision or
consolidation of shares, the payment of a stock dividend, a stock split or other
change in capitalization. Special Stock Bonus Awards will be appropriately
adjusted to reflect the effects of such a change.

                             RESTRICTED STOCK AWARD

         Participants in the Program (other than Outside Directors) will
receive, in addition to the Special Stock Bonus Award described above, a bonus
of one share of restricted Common Stock for every 20 shares of Common Stock
purchased under the Program (a "Restricted Stock Award"). Each Restricted Stock
Award will be issued under the Plan, and will vest at the rate of 20% of the
number of shares covered by such award on each of the second through the sixth
anniversaries of the later of (i) December 6, 1999 or (ii) the date of the last
purchase of shares under the Program. Upon the occurrence of any of the
following events, that portion of a participant's Restricted Stock Award that
has not previously vested shall be immediately forfeited: (i) termination of the
participant's employment with the Company or its subsidiaries, whether voluntary
or involuntary (including by death or disability), (ii) except in the limited
circumstances described below, any shares of Common Stock acquired by the
participant under the Program (including the Special Stock Bonus Award and the
vested portion, if any, of the Restricted Stock Award) are sold, pledged (other
than to the Company) or otherwise transferred, or (iii) unless the participant
makes satisfactory arrangements with the Company as described under "Other
Terms" above, the participant withdraws any shares referred to in clause (ii)
above from his or her account with the Investing Broker.



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         The Company will consider waiving the forfeiture of the unvested
portion of the Restricted Stock Award in the event of a sale described in clause
(ii) above if the purpose of the sale is (x) to fund a medical emergency or
other financial hardship, (y) to fund an educational need or (z) to pay the
exercise price of Company stock options. In the event the proceeds of the sale
are used to fund an educational need, the Company will not consider a waiver
unless the then-existing market price of the shares to be sold is less than or
equal to 50% of the excess of (a) the then-existing market price of all of the
shares acquired by the employee under this Program (including the Special Stock
Bonus Awards and the Restricted Stock Award) over (b) the then-existing balance
of the Loan. Any decision to waive the forfeiture of a Restricted Stock Award is
solely within the Company's discretion and must be made in advance by the
Company's Human Resources Department. If shares acquired under the Program are
used to pay the exercise price of Company stock options and if a participant
deposits into his or her account with the Investing Broker a number of shares
obtained upon exercise of an option equal to the number of shares used to pay
the exercise price of an option, no forfeiture will result from such transfer.

         Restricted Stock Awards will be rounded to the nearest whole number of
shares and will, when vested, be deposited directly into the participant's
account with the Investing Broker. The timing of the delivery of a Restricted
Stock Award on behalf of a participant shall be as determined by the Officers of
the Company. No Restricted Stock Award will be made for an increase in the
number of shares of Common Stock held resulting solely from a subdivision or
consolidation of shares, the payment of a stock dividend, a stock split or other
change in capitalization. Restricted Stock Awards will be appropriately adjusted
to reflect the effects of such a change.

         During the period of restriction, participants holding Restricted Stock
Awards may exercise all voting rights with respect to the shares covered thereby
and are entitled to receive all dividends and other distributions paid with
respect to those shares. The unvested portion of a Restricted Stock Award may
not be sold, pledged or otherwise transferred or withdrawn from the
participant's account with the Investing Broker.

                               METHOD OF PURCHASES

         In order to participate in the Program, each eligible participant must
complete and return the enclosed Enrollment Agreement to Human Resources no
later than DECEMBER 6, 1999. Upon execution of the Enrollment Agreement, the
participant irrevocably agrees, subject to any applicable disclosure
requirements, to borrow the amount indicated in the Enrollment Agreement and
agrees to execute and deliver promissory notes and other agreements that the
Company deems necessary or appropriate to implement the Program. Each Enrollment
Agreement is subject to acceptance or rejection by the Company, in whole or in
part. The Company will begin accepting Enrollment Agreements as soon as
reasonably practicable and will instruct the Investing Broker to begin
purchasing shares of Common Stock under the Program. The purchase price for a
participant's stock will be determined by the average price paid for all of the
Common



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Stock purchased for all participants pursuant to the Program. Shares acquired
under this Program will be purchased by the Investing Broker either in the open
market or in privately negotiated transactions.

         When executing an Enrollment Agreement a participant may indicate
whether he or she wishes to participate if the average per share purchase price
exceeds certain limits ($3 or $4 per share or no limit). If the limit chosen by
a participant is exceeded none of the participant's request will be filled. If
no election is made the participant will be deemed to have selected no limit on
the average per share purchase price for purposes of such participant's
enrollment in the Program.

         The maximum aggregate number of shares available for purchase under the
Program is 400,000 and the maximum aggregate amount of loans authorized is $1
million. In the event the aggregate purchases requested by participants exceeds
the Program's capacity or if the purchase price or time required to complete
purchases becomes excessive, in the judgment of the Officers of the Company, the
amounts requested by employees may be reduced pro rata. Any such reduction shall
not affect an employee's ability, based on the amount he or she requested, to
participate in the Program (see "Levels of Participation").

         A participant will have full shareholder rights with respect to shares
of Common Stock acquired pursuant to the Program including the right to vote the
shares. A participant has the right to sell, pledge or otherwise dispose of such
shares, however such actions may result in a higher interest rate being
thereafter charged on the Loan.





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