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                                                                 EXHIBIT 10(s)




                               FIRST AMENDMENT TO
                           J. ALEXANDER'S CORPORATION
                          EMPLOYEE STOCK OWNERSHIP PLAN
                 (AS AMENDED AND RESTATED AS OF JANUARY 1, 1997)


         WHEREAS, effective as of January 1, 1992, Volunteer Capital Corporation
(which subsequently changed its name to J. Alexander's Corporation), a Tennessee
corporation (the "Company"), established the Volunteer Capital Corporation
Employee Stock Ownership Plan (the "Plan") to enable its eligible employees to
share in the growth and prosperity of the Company; and

         WHEREAS, the name of the Plan was subsequently changed to be J.
Alexander's Corporation Employee Stock Ownership Plan; and

         WHEREAS, effective as of January 1, 1997, the Plan was amended and
restated to implement the "GUST" changes required as a result of Federal
legislation and to make some of the changes required by the Economic Growth and
Tax Relief Reconciliation Act of 2001 ("EGTRRA"); and

         WHEREAS, the Company has received a favorable determination letter from
the Internal Revenue Service dated September 11, 2002 with respect to the 1997
Restatement (the "GUST" letter described in the preamble to the 1997
Restatement); and

         WHEREAS, the Company now intends to amend the Plan to comply with
remaining changes required by EGTRRA that are not already incorporated in the
1997 Restatement; and

         WHEREAS, the Company intends that this First Amendment, together with
the 1997 Restatement, shall constitute good faith compliance with EGTRRA and
shall be construed in accordance with EGTRRA and guidance issued thereunder.

         NOW, THEREFORE, in consideration of the premises, effective as of
January 1, 2002 (except for such other dates as may be noted for certain
provisions), the Company hereby amends the 1997 Restatement of the Plan in the
following respects:

         1. Section 2.1(r) is amended to provide as follows:

                  (r) Compensation. The total of all amounts paid for employment
         by the Employer to or for the benefit of a Participant during the Plan
         Year (as shown on the Form W-2 filed for federal income tax purposes),
         such as salary, bonus, wage, commission, and overtime payments.
         Compensation shall not include any of the following (even if includible
         in gross income);

                           (i) reimbursements or other expense allowances and
                  moving expenses (including indemnity payments for loss on sale
                  of an Employee's home);





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                           (ii) fringe benefits (cash and non-cash), deferred
                  compensation and welfare benefits; and

                           (iii) any contribution made under this Plan or any
                  other qualified retirement plan (except as provided below).

         Notwithstanding the foregoing, Compensation shall include (i) any
         salary reduction or other elective deferrals to the Savings Incentive
         Plan, (ii) salary reduction contributions or other elective deferrals
         under the Flexible Benefit Plan, (iii) any other amount that is
         contributed or deferred at the election of the Participant as described
         in Sections 125, 402(g)(3) or 457 of the Code, and (iv) elective
         amounts that are not includible in the gross income of the Participant
         by reason of Section 132(f)(4) of the Code.

         Compensation in excess of the first $200,000 (as adjusted from time to
         time pursuant to section 401(a)(17)(B) of the Code) for any Participant
         shall not be taken into account.

         2. Section 2.1(jj) is amended to provide as follows:

                  (jj) Highly Compensated Employee: A Highly Compensated
         Employee for the purposes of determinations regarding the current Plan
         Year is any Employee who:

                           (1) was a 5-Percent Owner at any time during the Plan
                  Year or the preceding Plan Year; or

                           (2) received Section 415 Compensation from the
                  Employer in excess of $80,000 for the preceding Plan Year. The
                  $80,000 amount is indexed and shall be adjusted pursuant to
                  Treasury Regulations.

         Furthermore, solely for purposes of this Section 2.1(jj), "Employer"
         shall include any Affiliated Company.

         3. Section 2.1(mm) is amended to provide as follows:

                  (mm) Key Employee. Any Employee or former Employee (and his
         Beneficiaries) who, at any time during the Plan year which includes the
         Determination Date, is--

                           (a) An officer of any Affiliated Company having
                  annual Section 415 Compensation greater than $130,000 (as
                  adjusted pursuant to Section 416(i)(1) of the Code) for such
                  Plan Year;

                           (b) A 5-percent Owner; or




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                           (c) a 1-percent Owner (defined as any person who
                  would be a 5-percent Owner if "one percent (1%)" were
                  substituted for "five percent (5%)" each place it appears in
                  Section 2.1(ff) having annual Section 415 Compensation of more
                  than $150,000.

         For purposes of determining the number of officers taken into account
         pursuant to Treasury Regulation Section 1.416-1, employees described in
         Section 414(q)(5) of the Code shall be excluded.

         4. Section 2.1(yy) is amended to provide as follows:

                  (yy) Section 415 Compensation. The total "wages" paid for
         employment by the Employer (and all Affiliated Companies) to or for the
         benefit of a Participant during the Plan year (as shown on the Form W-2
         filed for federal income tax purposes). For purposes of this
         determination, "wages" shall mean wages as defined in Section 3401(a)
         of the Code for purposes of income tax withholding at the source, and
         all other payments of compensation to the Employee by the Employer for
         which the Employer is required to furnish the Employee a written
         statement under Sections 6041(d) and 6051(a)(3) of the Code, but
         determined without regard to any rules that limit the remuneration
         included in wages based on the nature or location of the employment or
         the services performed, and excluding from wages amounts paid or
         reimbursed by the Employer for moving expenses incurred by an Employee
         to the extent that at the time of the payment it is reasonable to
         believe that these amounts are deductible by the Employee under Section
         217 of the Code. The term "Section 415 Compensation" shall include (i)
         salary reductions or elective deferrals to the Savings Incentive Plan,
         (ii) salary reduction contributions or other elective deferrals under
         the Flexible Benefit Plan, (iii) any other amount that is contributed
         or deferred at the election of the Employee as described in Sections
         125, 402(g)(3) or 457 of the Code, and (iv) elective amounts that are
         not includible in the gross income of the Employee under Section
         132(f)(4) of the Code.

         5. Section 13.2(b)(iii) is amended to provide as follows:

                  (iii) any distributions to such participant or his Beneficiary
         made within the Plan Year that includes the Determination Date and any
         distributions made for a reason other than separation from service,
         death, or disability, with the four (4) preceding Plan Years (including
         in both cases distributions under a terminated plan which, if it had
         continued in existence, would be part of a Required Aggregation Group);





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         6. Section 13.3(c)(i) is amended to provide as follows:

                  (i) The Interest or accrued benefit of an individual shall not
         be taken into account if that individual did not perform any services
         for the Employer at any time during the one-year period ending on the
         Determination Date.


         IN WITNESS WHEREOF, J. Alexander's Corporation has caused this First
Amendment to the 1997 Restatement of the Plan to be executed this 31st day of
December, 2002, effective as of January 1, 2002 (except for such other dates as
may be herein noted), by its duly authorized officers.


                                         J. ALEXANDER'S CORPORATION


                                         By /s/ Mark A. Parkey
                                            ---------------------------------
                                         Title: Vice President/Controller
                                               ------------------------------


ATTEST:

/s/ Ruth A. Tidwell
------------------------





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