<SUBMISSION>
<ACCESSION-NUMBER>0000950144-09-000011
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>9
<PERIOD>20081226
<ITEMS>5.02
<ITEMS>9.01
<FILING-DATE>20090102
<DATE-OF-FILING-DATE-CHANGE>20090102
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>ALEXANDERS J CORP
<CIK>0000103884
<ASSIGNED-SIC>5812
<IRS-NUMBER>620854056
<STATE-OF-INCORPORATION>TN
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>001-08766
<FILM-NUMBER>09501773
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>3401 WEST END AVE
<STREET2>P O BOX 24300
<CITY>NASHVILLE
<STATE>TN
<ZIP>37203
<PHONE>6152691900
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>3401 WEST END AVE
<STREET2>SUITE 260
<CITY>NASHVILLE
<STATE>TN
<ZIP>37203
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>VOLUNTEER CAPITAL CORP / TN /
<DATE-CHANGED>19920703
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>WINNERS CORP
<DATE-CHANGED>19890910
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>VOLUNTEER CAPITAL CORP
<DATE-CHANGED>19820520
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>g17187e8vk.htm
<DESCRIPTION>FORM 8-K
<TEXT>
<HTML>
<HEAD>
<TITLE>Form 8-K</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 1pt solid black; font-size: 1pt">&nbsp;</DIV>




<DIV align="center" style="font-size: 14pt; margin-top: 12pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</B>
</DIV>


<DIV align="center" style="font-size: 12pt; margin-top: 1pt"><B>WASHINGTON, D.C. 20549</B>
</DIV>

<DIV align="center" style="font-size: 18pt; margin-top: 12pt"><B>FORM 8-K</B>
</DIV>


<DIV align="center">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>




<DIV align="center" style="font-size: 12pt; margin-top: 12pt"><B>CURRENT REPORT</B>
</DIV>


<DIV align="center" style="font-size: 12pt; margin-top: 12pt"><B>Pursuant to Section&nbsp;13 or 15(d) of the Securities Exchange Act of 1934</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">Date of Report (Date of earliest event reported): January&nbsp;2, 2009 (December&nbsp;26, 2008)
</DIV>

<DIV align="center" style="font-size: 24pt; margin-top: 12pt"><B>J. ALEXANDER&#146;S CORPORATION</B>
</DIV>


<DIV align="center">
<DIV style="font-size: 3pt; margin-top: 1pt; width: 100%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>



<DIV align="center" style="font-size: 10pt; margin-top: 1pt">(Exact name of registrant as specified in its charter)
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="33%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="28%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="33%">&nbsp;</TD>
</TR>
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<TR valign="bottom">
    <TD align="center" valign="top">Tennessee
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">1-08766
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">62-0854056</TD>
</TR>
<TR style="font-size: 1px">
    <TD align="center" valign="top" style="border-top: 1px solid #000000">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top" style="border-top: 1px solid #000000">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">(State or Other Jurisdiction of Incorporation)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(Commission File Number)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(I.R.S. Employer<BR>
Identification No.)</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">3401 West End Avenue, Suite&nbsp;260, P.O. Box 24300, Nashville, Tennessee 37202
</DIV>


<DIV align="center">
<DIV style="font-size: 3pt; margin-top: 1pt; width: 100%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>



<DIV align="center" style="font-size: 10pt; margin-top: 1pt">(Address of principal executive offices) (Zip Code)
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">(615)&nbsp;269-1900
</DIV>


<DIV align="center">
<DIV style="font-size: 3pt; margin-top: 1pt; width: 100%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>



<DIV align="center" style="font-size: 10pt; margin-top: 1pt">(Registrant&#146;s telephone number, including area code)
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">Not Applicable
</DIV>


<DIV align="center">
<DIV style="font-size: 3pt; margin-top: 1pt; width: 100%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>



<DIV align="center" style="font-size: 10pt; margin-top: 1pt">(Former name or former address, if changed since last report)
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 18pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 (<I>see </I>General
Instruction A.2. below):
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><FONT style="font-family: Wingdings">&#111;</FONT>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Written communications pursuant to Rule&nbsp;425 under the Securities Act
(17 CFR 230.425)
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><FONT style="font-family: Wingdings">&#111;</FONT>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Soliciting material pursuant to Rule&nbsp;14a-12 under the Exchange Act (17
CFR 240.14a-12)
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><FONT style="font-family: Wingdings">&#111;</FONT>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Pre-commencement communications pursuant to Rule&nbsp;14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><FONT style="font-family: Wingdings">&#111;</FONT>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Pre-commencement communications pursuant to Rule&nbsp;13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
</DIV>


<DIV style="width: 100%; border-bottom: 1pt solid black; margin-top: 10pt; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>





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<DIV style="font-family: 'Times New Roman',Times,serif">








<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Employment Agreements with Lonnie J. Stout II, R. Gregory Lewis, J. Michael Moore and Mark A.
Parkey</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On December&nbsp;26, 2008, J. Alexander&#146;s Corporation (the &#147;Company&#148;) entered into employment
agreements with each of Lonnie J. Stout II, the Company&#146;s Chairman, Chief Executive Officer and
President; R. Gregory Lewis, the Company&#146;s Chief Financial Officer, Vice-President, Finance and
Secretary; J. Michael Moore, the Company&#146;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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Duties</I>. 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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Term</I>. Subject to the termination provisions described below, the term of each of the
employment agreements expires on December&nbsp;25, 2011 and is subject to successive one-year automatic
renewals unless either party gives not less than 90&nbsp;days prior written notice to the other party
that it is electing not to extend the agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Compensation</I>. 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&#146;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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Termination of Agreement</I>. Under each of the agreements, if the Company terminates the
employment of the executive with &#147;cause,&#148; or the executive terminates employment without &#147;good
reason,&#148; 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 &#147;cause,&#148; including non-renewal by the Company or
the executive resigns for &#147;good reason,&#148; the executive will also receive the foregoing and will be
entitled to receive (i)&nbsp;a lump sum cash payment equal to 2.00 times his base salary then in effect,
(ii)&nbsp;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)&nbsp;health insurance
benefits substantially commensurate with the Company&#146;s standard health insurance benefits for the
executive and the executive&#146;s spouse and dependents for a period of two years and (iv)&nbsp;certain tax
reimbursement payments. For Mr.&nbsp;Stout and Mr.&nbsp;Lewis, who are parties to existing Severance
Benefits Agreements entitling them to 18&nbsp;months&#146; salary upon termination by the Company without
&#147;cause&#148; or resignation for &#147;good reason,&#148; the applicable severance amounts payable under the
Employment Agreements in the event of termination without
&#147;cause&#148; and for &#147;good reason&#148; 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&#146;s Severance
Benefits Agreement. Under the
employment agreements, in the event of termination without &#147;cause&#148; or if the executive resigns for
&#147;good reason,&#148; each in connection with a &#147;change in control,&#148; the executive will be entitled to
receive (i)&nbsp;a lump sum cash payment equal to 2.99 times his base salary then in effect, (ii)&nbsp;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)&nbsp;health insurance benefits substantially
commensurate with the Company&#146;s standard health insurance benefits for the executive and the
executive&#146;s spouse and dependents for a period of three years, (iv)&nbsp;certain tax reimbursement
payments, and (v)&nbsp;vesting of unvested equity incentive plan awards.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Non-Competition</I>. 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
&#147;cause&#148; or by the executive with &#147;good
reason&#148;. The executive is also subject to certain confidentiality, non-disclosure and
non-solicitation provisions.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Salary Continuation Agreements</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On December&nbsp;26, 2008, the Company entered into Amended and Restated Salary Continuation
Agreements with each of Mr.&nbsp;Stout, Mr.&nbsp;Lewis, Mr.&nbsp;Moore, and Mr.&nbsp;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&#146;s salary on the date of
retirement after reaching age 65, payable over 15&nbsp;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&#146;s salary at the time of death for the first
year after death and 50% of the employee&#146;s salary at the time of
death each year thereafter in the death benefits
period.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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&nbsp;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&#146;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.&nbsp;Stout and Mr.&nbsp;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&#146;s base salary as of the employee&#146;s termination date, paid in equal
monthly installments for a period of fifteen years. For Mr.&nbsp;Moore and Mr.&nbsp;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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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.&nbsp;Stout, Mr.&nbsp;Lewis, Mr.&nbsp;Moore and Mr.&nbsp;Parkey, which are attached hereto as <U>Exhibit
10.1</U>, <U>Exhibit&nbsp;10.2</U>, <U>Exhibit&nbsp;10.3,</U> <U>Exhibit&nbsp;10.4</U>, <U>Exhibit&nbsp;10.5</U>,
<U>Exhibit 10.6</U>, <U>Exhibit&nbsp;10.7</U>, and <U>Exhibit&nbsp;10.8,</U> respectively.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;9.01. Financial Statements and Exhibits.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;Exhibits:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following exhibits are filed or furnished herewith as noted above:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Employment Agreement, dated as of December&nbsp;26, 2008, with Lonnie J. Stout II
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Employment Agreement, dated as of December&nbsp;26, 2008, with R. Gregory Lewis
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Employment Agreement, dated as of December&nbsp;26, 2008, with J. Michael Moore
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Employment Agreement, dated as of December&nbsp;26, 2008, with Mark A. Parkey
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Amended and Restated Salary Continuation Agreement dated as of December&nbsp;26, 2008, with
Lonnie J. Stout&nbsp;II
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.6&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Amended and Restated Salary Continuation Agreement dated as of December&nbsp;26, 2008, with R. Gregory Lewis
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.7&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Amended and Restated Salary Continuation Agreement dated as of December&nbsp;26, 2008, with J.
Michael Moore
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.8&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Amended and Restated Salary Continuation Agreement dated as of December&nbsp;26, 2008,
with Mark A. Parkey
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
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<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SIGNATURE</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="45%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="45%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Date: January&nbsp;2, 2009
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left" valign="top">J. ALEXANDER&#146;S CORPORATION</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ R. Gregory Lewis</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">R. Gregory Lewis<BR>
Chief Financial Officer, Vice-President, Finance and<BR>
Secretary</TD>
</TR>
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</TABLE>
</DIV>


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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EXHIBIT INDEX</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="10%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="85%">&nbsp;</TD>
</TR>
<TR style="font-size: 10pt" valign="bottom">
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Exhibit No.</B></TD>
    <TD>&nbsp;</TD>

<TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Description</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top" align="center"><DIV style="margin-left:0px; text-indent:-0px">10.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Employment Agreement, dated as of December&nbsp;26, 2008, with Lonnie J. Stout II</TD>
</TR>
<TR valign="bottom">
    <TD valign="top" align="center"><DIV style="margin-left:0px; text-indent:-0px">10.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Employment Agreement, dated as of December&nbsp;26, 2008, with R. Gregory Lewis</TD>
</TR>
<TR valign="bottom">
    <TD valign="top" align="center"><DIV style="margin-left:0px; text-indent:-0px">10.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Employment Agreement, dated as of December&nbsp;26, 2008, with J. Michael Moore</TD>
</TR>
<TR valign="bottom">
    <TD valign="top" align="center"><DIV style="margin-left:0px; text-indent:-0px">10.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Employment Agreement, dated as of December&nbsp;26, 2008, with Mark A. Parkey</TD>
</TR>
<TR valign="bottom">
    <TD valign="top" align="center"><DIV style="margin-left:0px; text-indent:-0px">10.5
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated Salary Continuation Agreement dated as of
December&nbsp;26, 2008, with Lonnie J. Stout II.</TD>
</TR>
<TR valign="bottom">
    <TD valign="top" align="center"><DIV style="margin-left:0px; text-indent:-0px">10.6
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated Salary Continuation Agreement dated as of
December&nbsp;26, 2008, with R. Gregory Lewis</TD>
</TR>
<TR valign="bottom">
    <TD valign="top" align="center"><DIV style="margin-left:0px; text-indent:-0px">10.7
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated Salary Continuation Agreement dated as of
December&nbsp;26, 2008, with J. Michael Moore</TD>
</TR>
<TR valign="bottom">
    <TD valign="top" align="center"><DIV style="margin-left:0px; text-indent:-0px">10.8
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated Salary Continuation Agreement dated as of
December&nbsp;26, 2008, with Mark A. Parkey</TD>
</TR>
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<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>Exhibit&nbsp;10.1</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EMPLOYMENT AGREEMENT</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;THIS EMPLOYMENT AGREEMENT, dated as of December&nbsp;26, 2008, (the &#147;<U>Agreement</U>&#148;), is by and
between J. Alexander&#146;s Corporation, a Tennessee corporation (the &#147;<U>Company</U>&#148;), and Lonnie J.
Stout II (the &#147;<U>Executive</U>&#148;).
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>WHEREAS</B>, 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
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>WHEREAS</B>, the parties desire to enter into this Agreement setting forth the terms and
conditions of the employment relationship between the Executive and the Company.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>NOW, THEREFORE</B>, intending to be legally bound hereby, the parties agree as follows:
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>1.&nbsp;</B><U><B>Employment</B></U>. 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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>2.&nbsp;</B><U><B>Term</B></U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Subject to termination pursuant to <U>Section&nbsp;9</U>, the term of the employment by the
Company of the Executive pursuant to this Agreement (as the same may be renewed or extended, the
&#147;<U>Term</U>&#148;) will commence on the date hereof (the &#147;<U>Effective Date</U>&#148;) and terminate on
December&nbsp;25, 2011.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Commencing on December&nbsp;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)&nbsp;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&#146;s right to receive
payments pursuant to <U>Section&nbsp;9(e)</U> 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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.&nbsp;</B><U><B>Position</B></U>. 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 &#147;<U>Board</U>&#148;) 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&#146;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&#146;s
employment with the Company.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>4.&nbsp;</B><U><B>Duties</B></U>. 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
&#147;<U>Business</U>&#148;); <U>provided</U>, <U>however</U>, 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&#146;s responsibilities under this
Agreement.
</DIV>

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<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.&nbsp;</B><U><B>Salary and Bonus</B></U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;For purposes of this Agreement, the &#147;<U>Initial Contract Year</U>&#148; will mean the period
commencing on the Effective Date and ending on December&nbsp;25, 2009. A &#147;<U>Contract Year</U>&#148; will
mean the Initial Contract Year and any anniversary thereof.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;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 &#147;<U>Compensation Committee</U>&#148;) will, in good faith,
review the Executive&#146;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 &#147;<U>Base
Salary</U>&#148;). The Base Salary will be payable to the Executive in substantially equal installments
in accordance with the Company&#146;s normal payroll practices.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;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&#146;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&#146;s good faith determination as to whether pre-determined performance
targets of the Company have been achieved following a review of the Company&#146;s year-end financial
statements. All such performance targets will be determined by the Compensation Committee after
consulting with Executive.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>6.&nbsp;</B><U><B>Long-Term Incentive Awards</B></U>. The Executive shall participate in any long-term
incentive awards offered to senior executives of the Company, as determined by the Compensation
Committee.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>7.&nbsp;</B><U><B>Vacation, Holidays and Sick Leave; Life Insurance</B></U>. During the Term, the Executive
will be entitled to paid vacation in accordance with the Company&#146;s standard vacation accrual
policies for its senior executive officers as may be in effect from time to time; <U>provided</U>,
that the Executive will during each Contract Year be entitled to at least four (4)&nbsp;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&#146;s senior
executive officers.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>8.&nbsp;</B><U><B>Business Expenses</B></U>. 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&#146;s normal expense
reimbursement policies.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>9.&nbsp;</B><U><B>Termination of Agreement</B></U>. The Executive&#146;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 <U>Section&nbsp;9</U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) <U>By Mutual Consent</U>. The Executive&#146;s employment pursuant to this Agreement may be
terminated at any time by the mutual written agreement of the Company and the Executive.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) <U>Death</U>. The Executive&#146;s employment pursuant to this Agreement will be terminated
upon the death of the Executive, in which event the Executive&#146;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 <U>Section&nbsp;9(i)</U> hereof), (ii)&nbsp;any other unpaid benefits
(including death benefits) to which they are entitled under any plan, policy or program of the
Company applicable to the
</DIV>


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<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">Executive as of the Date of Termination (such benefits shall be paid in accordance with the
provisions of the applicable arrangements) and (iii)&nbsp;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)&nbsp;and (iii)&nbsp;will be paid to the Executive&#146;s spouse or heirs in a lump sum
no later than thirty (30)&nbsp;days following the date of the Executive&#146;s death, with the date of such
payment within such period determined by the Company in its sole discretion.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) <U>Disability</U>. The Executive&#146;s employment pursuant to this Agreement may be
terminated by delivery of written notice to the Executive by the Company (a &#147;<U>Notice of
Termination</U>&#148;) 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)&nbsp;consecutive days, or
for a total of ninety (90)&nbsp;days or more in any consecutive one hundred and eighty (180)&nbsp;day-period.
If the Executive&#146;s employment is terminated pursuant to this <U>Section&nbsp;9(c)</U>, the Executive
will be entitled to receive (i)&nbsp;all Base Salary and benefits to be paid or provided to the
Executive under this Agreement through the Date of Termination, (ii)&nbsp;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)&nbsp;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)&nbsp;health insurance benefits substantially commensurate with the Company&#146;s
standard health insurance benefits for the Executive and the Executive&#146;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&nbsp;9(m))
shall run concurrently with any continuation coverage that the Executive or the Executive&#146;s spouse
and dependents are entitled to under COBRA and any rights (including the length of coverage) that
the Executive and the Executive&#146;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&#146;s spouse or dependents pursuant to this Agreement<I>. </I>The amounts referred
to in clauses (i)&nbsp;and (iii)&nbsp;will be paid to the Executive&#146;s no later than thirty (30)&nbsp;days
following the date of the Executive&#146;s Date of Termination, with the date of such payment within
such period determined by the Company in its sole discretion.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) <U>By the Company for Cause</U>. The Executive&#146;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 &#147;<U>Cause</U>&#148; for termination): (i)&nbsp;conviction of
a felony or of a crime involving misappropriation or embezzlement; (ii)&nbsp;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)&nbsp;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)&nbsp;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 <U>Section&nbsp;9(d)</U> the following conditions must be met: (A)&nbsp;the Company
shall provide written notice to the Executive of the existence of a condition described in clauses
(i), (ii), (iii)&nbsp;or (iv)&nbsp;above within 90&nbsp;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)&nbsp;the Executive shall be entitled to remedy the condition
within 30&nbsp;days of receiving such notice; and (C)&nbsp;the Executive shall have failed to remedy the
condition during such
</DIV>


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<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">period. If the Executive&#146;s employment is terminated pursuant to this <U>Section&nbsp;9(d)</U>,
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)&nbsp;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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) <U>By the Company Without Cause</U>. The Executive&#146;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&#146;s employment is terminated pursuant to this <U>Section&nbsp;9(e)</U>,
the Executive will be entitled to receive (i)&nbsp;all Base Salary and benefits to be paid or provided
to the Executive under this Agreement through the Date of Termination, (ii)&nbsp;the amount of any cash
bonus related to any year ending before the Date of Termination that has been earned but remains
unpaid, (iii)&nbsp;an amount equal to two hundred ninety-nine percent (299%) of the Executive&#146;s Base
Salary, (iv)&nbsp;an amount equal to two hundred ninety-nine percent (299%) of the Executive&#146;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&#146;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 &#147;<U>Adjusted Bonus Amount</U>&#148;), (v)&nbsp;health insurance benefits
substantially commensurate with the Company&#146;s standard health insurance benefits for the Executive
and the Executive&#146;s spouse and dependents through the second anniversary of the Date of
Termination; <U>provided</U>, <U>however</U>, 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&nbsp;9(m)) shall run concurrently with any continuation
coverage that the Executive or the Executive&#146;s spouse and dependents are entitled to under COBRA
and any rights (including the length of coverage) that the Executive and the Executive&#146;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&#146;s spouse or
dependents pursuant to this Agreement<I>; </I>and (vi)&nbsp;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)&nbsp;through (iv)&nbsp;above will be paid
to the Executive in a lump sum no later than sixty (60)&nbsp;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 <U>Exhibit&nbsp;A</U>.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) <U>By the Executive for Good Reason</U>. The Executive&#146;s employment pursuant to this
Agreement may be terminated by the Executive by written notice of his resignation (&#147;<U>Notice of
Resignation</U>&#148;) delivered to the Company within two (2)&nbsp;years of any of the following (each of
which will constitute &#147;<U>Good Reason</U>&#148; for resignation): (i)&nbsp;a material reduction by the
Company in the Executive&#146;s title or position, or a material reduction by the Company in the
Executive&#146;s authority, duties or responsibilities (including, without limitation, Executive no
longer serving on the Company&#146;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)&nbsp;a material
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<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">reduction in Base Salary; (iii)&nbsp;any material breach of this Agreement by the Company; or (iv)
the Company&#146;s requiring the Executive to relocate his office location more than fifty (50)&nbsp;miles
from Nashville, Tennessee. For avoidance of doubt, &#147;<U>Good Reason</U>&#148; will exclude the death or
Disability of the Executive. In order for the Executive to be entitled to resign for Good Reason
under this <U>Section&nbsp;9(f)</U> the following conditions must be met: (A)&nbsp;the Executive shall
notify the Company of the existence of a condition described in (i), (ii), or (iii)&nbsp;within 90&nbsp;days
of the initial existence of the condition; (B)&nbsp;the Company shall be entitled to remedy the
condition within 30&nbsp;days of receiving such notice; and (C)&nbsp;the Company shall have failed to remedy
the condition during such time period. If the Executive resigns for Good Reason pursuant to this
<U>Section&nbsp;9(f)</U>, the Executive will be entitled to receive (i)&nbsp;all Base Salary and benefits to
be paid or provided to the Executive under this Agreement through the Date of Termination, (ii)&nbsp;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)&nbsp;an amount equal to two hundred ninety-nine percent (299%)
of the Executive&#146;s Base Salary, (iv)&nbsp;an amount equal to two ninety-nine hundred percent (299%) of
the Adjusted Bonus Amount, (v)&nbsp;health insurance benefits substantially commensurate with the
Company&#146;s standard health insurance benefits for the Executive and the Executive&#146;s spouse and
dependents through the second anniversary of the Date of Termination; <U>provided</U>,
<U>however</U>, 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&nbsp;9(m)) shall run concurrently with any continuation coverage that the
Executive or the Executive&#146;s spouse and dependents are entitled to under COBRA and any rights
(including the length of coverage) that the Executive and the Executive&#146;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&#146;s spouse or dependents
pursuant to this Agreement<B>, </B>and (vi)&nbsp;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)&nbsp;through (iv)&nbsp;above will be paid
to the Executive in a lump sum no later than sixty (60)&nbsp;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 <U>Exhibit&nbsp;A</U>.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) <U>By the Executive Without Good Reason</U>. The Executive&#146;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&#146;s employment is terminated pursuant to this <U>Section&nbsp;9(g)</U>,
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)&nbsp;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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h) <U>Following a Change in Control</U>. If, within thirty-six (36)&nbsp;months following a
Change in Control, the Executive (i)&nbsp;is terminated without Cause, or (ii)&nbsp;resigns for Good Reason
(as defined and qualified in <U>Section&nbsp;9(f)</U> above), then the Executive will be entitled to
receive (i)&nbsp;all Base Salary and benefits to be paid or provided to the Executive under this
Agreement through the Date of Termination, (ii)&nbsp;the amount of any cash bonus related to any year
ending before the Date of Termination that has been earned but remains unpaid, (iii)&nbsp;an amount
equal to two hundred ninety-nine percent (299%<B>)</B>
</DIV>


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<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">of the Adjusted Bonus Amount, (iv)&nbsp;an amount equal to two hundred ninety-nine percent (299%)
of the Executive&#146;s Base Salary, (v)&nbsp;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)&nbsp;health insurance benefits substantially commensurate with the
Company&#146;s standard health insurance benefits for the Executive and the Executive&#146;s spouse and
dependents through the third anniversary of the Date of Termination; <U>provided</U>,
<U>however</U>, 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&nbsp;9(m)) shall run concurrently with any continuation coverage that the
Executive or the Executive&#146;s spouse and dependents are entitled to under COBRA and any rights
(including the length of coverage) that the Executive and the Executive&#146;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&#146;s spouse or dependents
pursuant to this Agreement, and (vii)&nbsp;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)&nbsp;through (iv)&nbsp;above will
collectively be referred to as the &#147;<U>Change in Control Severance Amount</U>.&#148; The Change in
Control Severance Amount will be paid to the Executive in a lump sum no later than sixty (60)&nbsp;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 <U>Exhibit&nbsp;A</U>. Payments pursuant to this <U>Section&nbsp;9(h)</U> will be made in
lieu of, and not in addition to, any payment pursuant to any other paragraph of this <U>Section
9</U>.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) <U>Date of Termination</U>. The Executive&#146;s Date of Termination will be (i)&nbsp;if the
Executive&#146;s employment is terminated pursuant to <U>Section&nbsp;9(b)</U>, the date of his death, (ii)
if the Executive&#146;s employment is terminated pursuant to <U>Section&nbsp;9(c)</U>, <U>Section&nbsp;9(d)</U>
or <U>Section&nbsp;9(e)</U>, the date on which a Notice of Termination is given, (iii)&nbsp;if the
Executive&#146;s employment is terminated pursuant to <U>Section&nbsp;9(f)</U>, the date specified in the
Notice of Resignation, (iv)&nbsp;if the Executive&#146;s employment is terminated pursuant to <U>Section
9(g)</U>, the date specified in the Notice of Resignation (<U>provided</U> that the Executive will
deliver such Notice of Resignation to the Company not less than thirty (30)&nbsp;days before the Date of
Termination specified therein), or (v)&nbsp;if the Executive&#146;s employment is terminated pursuant to
<U>Section&nbsp;9(h)</U>, the date specified in the Notice of Termination or the Notice of Resignation,
as applicable.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j)&nbsp;For the purposes of this Agreement, a &#147;<U>Change in Control</U>&#148; will mean any of the
following events:
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;any person or entity, including a &#147;group&#148; as defined in Section&nbsp;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&#146;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
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;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
</DIV>


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<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">in the aggregate by the holders of the Company&#146;s securities entitled to vote generally in the
election of directors of the Company immediately prior to such transaction; or
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;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&#146;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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because
any Person (the &#147;<U>Subject Person</U>&#148;) 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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k) <U>Delay of Payment Required by Section&nbsp;409A of the Code</U>. It is intended that (i)
each payment or installment of payments provided under this Agreement will be a separate &#147;payment&#148;
for purposes of Section&nbsp;409A of the Internal Revenue Code of 1986, as amended (the &#147;<U>Code</U>&#148;)
and (ii)&nbsp;that the payments will satisfy, to the greatest extent possible, the exemptions from the
application of Section&nbsp;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)&nbsp;that on
the date the Executive&#146;s employment with the Company terminates or at such other time that the
Company determines to be relevant, the Executive is a &#147;specified employee&#148; (as such term is defined
under Treasury Regulation&nbsp;1.409A-1(i)) of the Company and (ii)&nbsp;that any payments to be provided to
the Executive pursuant to this Agreement are or may become subject to the additional tax under
Section&nbsp;409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section&nbsp;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)&nbsp;months after the date of the Executive&#146;s &#147;separation from
service&#148; (as such term is defined under Treasury Regulation&nbsp;1.409A-1(h)) with the Company. Any
payments delayed pursuant to this <U>Section&nbsp;9(k)</U> will be made in a lump sum on the first day
of the seventh month following the Executive&#146;s &#147;separation from service&#148; (as such term is defined
under Treasury Regulation&nbsp;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&#146;s
employment under this Agreement or thereafter provides for a &#147;deferral of compensation&#148; within the
meaning of Section&nbsp;409A of the Code, (i)&nbsp;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)&nbsp;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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(l) <U>Other Agreements</U>. This Agreement does not replace or supersede the Executive&#146;s
Severance Benefit Agreement or Salary Continuation Agreement with the Company.
</DIV>


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<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(m) <U>Insurance</U>. In the event of termination under <U>subsections 9(a)</U>,
<U>(c)</U>, <U>(e)</U>, <U>(f)</U>, <U>(g)</U>, or <U>(h)</U>, 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&#146;s then-existing health insurance
plan, at the Executive&#146;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&#146;s health insurance plan, such Medicare coverage shall be primary.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>10.&nbsp;</B><U><B>Representations</B></U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>11.&nbsp;</B><U><B>Assignment; Binding Agreement</B></U>. 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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>12.&nbsp;</B><U><B>Confidentiality; Non-Solicitation; Non-Competition</B></U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) <U>Non-Solicitation</U>. The Executive agrees that for a period of one (1)&nbsp;year after
the Date of Termination if the Executive receives a payment under <U>Section&nbsp;9(e)</U>, <U>Section
9(f)</U> or <U>Section&nbsp;9(h)</U>, 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&#146;s executive officers to terminate their
employment or agency with the Company, except with the Company&#146;s express written consent.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) <U>Non-competition.</U> 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)&nbsp;months
following termination of Executive&#146;s employment with the Company (the &#147;<U>Non-compete Period</U>&#148;)
if the Executive receives a payment under <U>Section&nbsp;9(e)</U>, <U>Section&nbsp;9(f)</U> or <U>Section
9(h)</U>, 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&#146;s menu in a geographic
market where the Company operates a restaurant at the time of the termination of the Executive (the
&#147;<U>Company Business</U>&#148;). For the purposes of
</DIV>


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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">this <U>subsection (b)</U>, 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; <U>provided</U>, <U>however</U>, that at such time as he
is no longer employed by the Company, Executive&#146;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 <U>subsection (b)</U>.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The parties intend that each of the covenants contained in this <U>Section&nbsp;12</U> 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 <U>Section&nbsp;12</U>. 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 <U>Section&nbsp;12</U> 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 <U>Section&nbsp;12</U> 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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;If the Executive will be in violation of any provision of this <U>Section&nbsp;12</U>, then
each time limitation set forth in this <U>Section&nbsp;12</U> 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 <U>Section&nbsp;12</U>
will be extended for a period of time equal to the pendency of such proceedings, including all
appeals by the Executive.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>13.&nbsp;</B><U><B>Confidentiality</B></U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;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&#146;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
</DIV>


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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">Executive&#146;s relationship with the Company (except in the course of Executive&#146;s performance of
his duties) shall constitute a misappropriation of the Company&#146;s trade secrets.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The above restrictions on disclosure and use of confidential information shall not prevent
Executive from: (i)&nbsp;using or disclosing information in the good faith performance of his duties on
behalf of the Company; (ii)&nbsp;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&#146;s duties on behalf of the
Company or as authorized in writing by the Company; (iv)&nbsp;at any time after the period of
Executive&#146;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)&nbsp;using or disclosing
information which was not disclosed to Executive by the Company or otherwise during the period of
Executive&#146;s employment which is then disclosed to Executive after termination of Executive&#146;s
employment with the Company by a third party who is under no duty or obligation not to disclose
such information; or (vi)&nbsp;disclosing information as required by law. If Executive becomes legally
compelled to disclose any of the confidential information, Executive shall (i)&nbsp;provide the Company
with reasonable prior written notice of the need for such disclosure such that the Company may
obtain a protective order; (ii)&nbsp;if disclosure is required, furnish only that portion of the
confidential information which, in the written opinion of Executive&#146;s counsel delivered to the
Company, is legally required; and (iii)&nbsp;exercise reasonable efforts to obtain reliable assurances
that confidential treatment shall be accorded to the confidential information.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>14.&nbsp;</B><U><B>Company Remedies</B></U>. 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
<U>Section&nbsp;12</U> or <U>Section&nbsp;13</U> hereof, the Executive agrees that the Company would be
entitled to injunctive relief, which entails that (i)&nbsp;it would be difficult to replace the
Executive&#146;s services; (ii)&nbsp;the Company would suffer irreparable harm that would not be adequately
compensated by monetary damages and (iii)&nbsp;the remedy at law for any breach of any of the provisions
of <U>Section&nbsp;12</U> or <U>Section&nbsp;13</U> 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)&nbsp;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 <U>Sections&nbsp;12</U> and <U>13</U> hereunder,
(ii)&nbsp;in the event of such breach, recover an amount equal to the after-tax payments previously made
to the Executive under <U>Section&nbsp;9(e)(iii)</U>, <U>9(e)(iv)</U>, <U>9(f)(iii)</U>,
<U>9(f)(iv)</U>, or <U>9(h)(iii)</U>, <U>9(h)(iv)</U>, and (iii)&nbsp;obtain preliminary and
permanent injunctive relief and specific performance for any actual or threatened violation of
<U>Section&nbsp;12</U> or <U>Section&nbsp;13</U> 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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>15.&nbsp;</B><U><B>Certain Additional Payments by the Company</B></U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;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 <U>Section&nbsp;15</U>) (a &#147;<U>Payment</U>&#148;) would be subject to the excise tax imposed by
Section&nbsp;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 &#147;<U>Excise Tax</U>&#148;),
</DIV>


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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">then the Executive will be entitled to receive an additional payment (a &#147;<U>Gross-Up
Payment</U>&#148;) 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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Subject to the provisions of <U>Section&nbsp;15(c)</U>, all determinations required to be made
under this <U>Section&nbsp;15</U>, 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&#146;s regular certified public accounting firm (the &#147;<U>Accounting
Firm</U>&#148;), which will provide detailed supporting calculations both to the Company and the
Executive within fifteen (15)&nbsp;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 <U>Section&nbsp;15</U>, will be paid
by the Company to the Executive, net of any of the Company&#146;s federal or state withholding
obligations with respect to such Payment, within five (5)&nbsp;days of the receipt of the Accounting
Firm&#146;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&nbsp;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
(&#147;<U>Underpayment</U>&#148;), consistent with the calculations required to be made hereunder. If the
Company exhausts its remedies pursuant to <U>Section&nbsp;15(c)</U> 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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;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)&nbsp;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:
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;give the Company any information reasonably requested by the Company relating to such
claim,
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;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,
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;cooperate with the Company in good faith in order effectively to contest such claim, and
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;permit the Company to participate in any proceedings relating to such claim;
<U>provided</U>, <U>however</U>, that the Company will bear and pay directly all costs and
expenses (including
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->11<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">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 <U>Section
15(c)</U>, 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; <U>provided</U>, <U>however</U>, 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 <U>provided</U>, <U>further</U>, <U>that</U> 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&#146;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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;If, after the receipt by the Executive of an amount advanced by the Company pursuant to
<U>Section&nbsp;15(c)</U>, the Executive becomes entitled to receive any refund with respect to such
claim, the Executive will (subject to the Company&#146;s complying with the requirements of <U>Section
15(c)</U>) 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 <U>Section&nbsp;15(c)</U>, 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)&nbsp;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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;Notwithstanding any other provision of this <U>Section&nbsp;15</U>, any Gross-Up Payment or
Underpayment due to the Executive hereunder will be paid in accordance with this <U>Section
15</U>, but in no event may any such payments be made later than December&nbsp;31 of the year following
the year (i)&nbsp;any excise tax is paid to the Internal Revenue Service regarding this <U>Section
15</U> or (ii)&nbsp;any tax audit or litigation brought by the Internal Revenue Service or other
relevant taxing authority related to this <U>Section&nbsp;15</U> is completed or resolved.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>16.&nbsp;</B><U><B>Entire Agreement</B></U>. 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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>17.&nbsp;</B><U><B>Amendment, Modification or Waiver</B></U>. 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
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->12<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>18.&nbsp;</B><U><B>Notices</B></U>. 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:
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="90%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="20%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="40%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">To the Executive at:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Lonnie J. Stout II<BR>
3401 West End Avenue<BR>
Suite&nbsp;260<BR>
Nashville, TN 37203<BR>
Facsimile: (615)&nbsp;269-1999</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">With a copy to:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Facsimile: (&#95;&#95;&#95;) &#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">To the Company at:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">J. Alexander&#146;s Corporation<BR>
3401 West End Avenue<BR>
Suite&nbsp;260<BR>
Nashville, TN 37203<BR>
Attention: Chief Financial Officer<BR>
Facsimile: (615)&nbsp;269-1999</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">With a copy to:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">F. Mitchell Walker, Jr.<BR>
Bass, Berry &#038; Sims PLC<BR>
315 Deaderick Street, Suite&nbsp;2700<BR>
Nashville, Tennessee 37238-3001<BR>
Facsimile: (615)&nbsp;742-2775</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">Any notice delivered personally or by courier under this <U>Section&nbsp;18</U> 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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>19.&nbsp;</B><U><B>Severability</B></U>. 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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>20.&nbsp;</B><U><B>Governing Law</B></U>. 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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>21.&nbsp;</B><U><B>Jurisdiction and Venue</B></U>. 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
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->13<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">Executive and the Company hereby consent to the personal jurisdiction of these courts and
waive any objections that such venue is objectionable or improper.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>22.&nbsp;</B><U><B>Headings</B></U>. 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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>23.&nbsp;</B><U><B>Withholding</B></U>. All payments to the Executive under this Agreement will be reduced
by all applicable withholding required by federal, state or local law.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>24.&nbsp;</B><U><B>Counterparts</B></U>. 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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>25.&nbsp;</B><U><B>Expenses Incurred in Enforcing this Agreement</B></U>. 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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>26.&nbsp;</B><U><B>Tax Matters</B></U><B>. </B>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&nbsp;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
<U>Section&nbsp;9</U> above). Further, by the acceptance of this Agreement, the Executive acknowledges
that (i)&nbsp;Executive has obtained independent tax advice regarding the application of Section&nbsp;409A of
the Code to the payments due to the Executive hereunder, (ii)&nbsp;Executive retains full responsibility
for the potential application of Section&nbsp;409A of the Code to the tax and legal consequences of
payments payable to the Executive hereunder and (iii)&nbsp;the Company shall not indemnify or otherwise
compensate the Executive for any violation of Section&nbsp;409A of the Code that may occur in connection
with this Agreement (including, without limitation, payments pursuant to <U>Section&nbsp;9</U> 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&nbsp;409A.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><I>&#091;Signature Page Follows&#093;</I>
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->14<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>IN WITNESS WHEREOF</B>, the parties hereto have executed this Employment Agreement effective as of
date set forth above.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 24pt; margin-left: 50%"><B>J. ALEXANDER&#146;S CORPORATION</B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt; margin-left: 50%">By: &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;/s/ R. Gregory Lewis<BR>
Name: R. Gregory Lewis<BR>
Title: Chief Financial Officer, Vice-President, Finance

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 24pt; margin-left: 50%"><B>EXECUTIVE</B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt; margin-left: 50%">/s/
Lonnie J. Stout II<BR>
&nbsp;<BR>
Lonnie J. Stout II

</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->15<!-- /Folio -->
</DIV>

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<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>g17187exv10w2.htm
<DESCRIPTION>EX-10.2
<TEXT>
<HTML>
<HEAD>
<TITLE>EX-10.2</TITLE>
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<BODY bgcolor="#FFFFFF">
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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>Exhibit&nbsp;10.2</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EMPLOYMENT AGREEMENT</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;THIS EMPLOYMENT AGREEMENT, dated as of December&nbsp;26, 2008, (the &#147;<U>Agreement</U>&#148;), is by and
between J. Alexander&#146;s Corporation, a Tennessee corporation (the &#147;<U>Company</U>&#148;), and R. Gregory
Lewis (the &#147;<U>Executive</U>&#148;).
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>WHEREAS</B>, 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
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>WHEREAS</B>, the parties desire to enter into this Agreement setting forth the terms and
conditions of the employment relationship between the Executive and the Company.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>NOW, THEREFORE</B>, intending to be legally bound hereby, the parties agree as follows:
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>1.&nbsp;</B><U><B>Employment</B></U>. 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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>2.&nbsp;</B><U><B>Term</B></U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Subject to termination pursuant to <U>Section&nbsp;9</U>, the term of the employment by the
Company of the Executive pursuant to this Agreement (as the same may be renewed or extended, the
&#147;<U>Term</U>&#148;) will commence on the date hereof (the &#147;<U>Effective Date</U>&#148;) and terminate on
December&nbsp;25, 2011.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Commencing on December&nbsp;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)&nbsp;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&#146;s right to receive
payments pursuant to <U>Section&nbsp;9(e)</U> 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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.&nbsp;</B><U><B>Position</B></U>. 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
&#147;<U>Board</U>&#148;) 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&#146;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&#146;s
employment with the Company.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>4.&nbsp;</B><U><B>Duties</B></U>. 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
&#147;<U>Business</U>&#148;); <U>provided</U>, <U>however</U>, 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&#146;s responsibilities under this
Agreement.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.&nbsp;</B><U><B>Salary and Bonus</B></U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;For purposes of this Agreement, the &#147;<U>Initial Contract Year</U>&#148; will mean the period
commencing on the Effective Date and ending on December&nbsp;25, 2009. A &#147;<U>Contract Year</U>&#148; will
mean the Initial Contract Year and any anniversary thereof.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;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 &#147;<U>Compensation Committee</U>&#148;) will, in good faith,
review the Executive&#146;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 &#147;<U>Base
Salary</U>&#148;). The Base Salary will be payable to the Executive in substantially equal installments
in accordance with the Company&#146;s normal payroll practices.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;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&#146;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&#146;s good faith determination as to whether pre-determined performance
targets of the Company have been achieved following a review of the Company&#146;s year-end financial
statements. All such performance targets will be determined by the Compensation Committee after
consulting with Executive.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>6.&nbsp;</B><U><B>Long-Term Incentive Awards</B></U>. The Executive shall participate in any long-term
incentive awards offered to senior executives of the Company, as determined by the Compensation
Committee.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>7.&nbsp;</B><U><B>Vacation, Holidays and Sick Leave; Life Insurance</B></U>. During the Term, the Executive
will be entitled to paid vacation in accordance with the Company&#146;s standard vacation accrual
policies for its senior executive officers as may be in effect from time to time; <U>provided</U>,
that the Executive will during each Contract Year be entitled to at least four (4)&nbsp;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&#146;s senior
executive officers.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>8.&nbsp;</B><U><B>Business Expenses</B></U>. 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&#146;s normal expense
reimbursement policies.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>9.&nbsp;</B><U><B>Termination of Agreement</B></U>. The Executive&#146;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 <U>Section&nbsp;9</U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) <U>By Mutual Consent</U>. The Executive&#146;s employment pursuant to this Agreement may be
terminated at any time by the mutual written agreement of the Company and the Executive.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) <U>Death</U>. The Executive&#146;s employment pursuant to this Agreement will be terminated
upon the death of the Executive, in which event the Executive&#146;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 <U>Section&nbsp;9(i)</U> hereof), (ii)&nbsp;any other unpaid benefits
(including death benefits) to which they are entitled under any plan, policy or program of the
Company applicable to the
</DIV>


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<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">Executive as of the Date of Termination (such benefits shall be paid in accordance with the
provisions of the applicable arrangements) and (iii)&nbsp;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)&nbsp;and (iii)&nbsp;will be paid to the Executive&#146;s spouse or heirs in a lump sum
no later than thirty (30)&nbsp;days following the date of the Executive&#146;s death, with the date of such
payment within such period determined by the Company in its sole discretion.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) <U>Disability</U>. The Executive&#146;s employment pursuant to this Agreement may be
terminated by delivery of written notice to the Executive by the Company (a &#147;<U>Notice of
Termination</U>&#148;) 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)&nbsp;consecutive days, or
for a total of ninety (90)&nbsp;days or more in any consecutive one hundred and eighty (180)&nbsp;day-period.
If the Executive&#146;s employment is terminated pursuant to this <U>Section&nbsp;9(c)</U>, the Executive
will be entitled to receive (i)&nbsp;all Base Salary and benefits to be paid or provided to the
Executive under this Agreement through the Date of Termination, (ii)&nbsp;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)&nbsp;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)&nbsp;health insurance benefits substantially commensurate with the Company&#146;s
standard health insurance benefits for the Executive and the Executive&#146;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&nbsp;9(m))
shall run concurrently with any continuation coverage that the Executive or the Executive&#146;s spouse
and dependents are entitled to under COBRA and any rights (including the length of coverage) that
the Executive and the Executive&#146;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&#146;s spouse or dependents pursuant to this Agreement<I>. </I>The amounts referred
to in clauses (i)&nbsp;and (iii)&nbsp;will be paid to the Executive&#146;s no later than thirty (30)&nbsp;days
following the date of the Executive&#146;s Date of Termination, with the date of such payment within
such period determined by the Company in its sole discretion.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) <U>By the Company for Cause</U>. The Executive&#146;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 &#147;<U>Cause</U>&#148; for termination): (i)&nbsp;conviction of
a felony or of a crime involving misappropriation or embezzlement; (ii)&nbsp;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)&nbsp;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)&nbsp;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 <U>Section&nbsp;9(d)</U> the following conditions must be met: (A)&nbsp;the Company
shall provide written notice to the Executive of the existence of a condition described in clauses
(i), (ii), (iii)&nbsp;or (iv)&nbsp;above within 90&nbsp;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)&nbsp;the Executive shall be entitled to remedy the condition
within 30&nbsp;days of receiving such notice; and (C)&nbsp;the Executive shall have failed to remedy the
condition during such
</DIV>


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<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">period. If the Executive&#146;s employment is terminated pursuant to this <U>Section&nbsp;9(d)</U>,
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)&nbsp;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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) <U>By the Company Without Cause</U>. The Executive&#146;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&#146;s employment is terminated pursuant to this <U>Section&nbsp;9(e)</U>,
the Executive will be entitled to receive (i)&nbsp;all Base Salary and benefits to be paid or provided
to the Executive under this Agreement through the Date of Termination, (ii)&nbsp;the amount of any cash
bonus related to any year ending before the Date of Termination that has been earned but remains
unpaid, (iii)&nbsp;an amount equal to two hundred ninety-nine percent (299%) of the Executive&#146;s Base
Salary, (iv)&nbsp;an amount equal to two hundred ninety-nine percent (299%) of the Executive&#146;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&#146;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 &#147;<U>Adjusted Bonus Amount</U>&#148;), (v)&nbsp;health insurance benefits
substantially commensurate with the Company&#146;s standard health insurance benefits for the Executive
and the Executive&#146;s spouse and dependents through the second anniversary of the Date of
Termination; <U>provided</U>, <U>however</U>, 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&nbsp;9(m)) shall run concurrently with any continuation
coverage that the Executive or the Executive&#146;s spouse and dependents are entitled to under COBRA
and any rights (including the length of coverage) that the Executive and the Executive&#146;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&#146;s spouse or
dependents pursuant to this Agreement<I>; </I>and (vi)&nbsp;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)&nbsp;through (iv)&nbsp;above will be paid
to the Executive in a lump sum no later than sixty (60)&nbsp;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 <U>Exhibit&nbsp;A</U>.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) <U>By the Executive for Good Reason</U>. The Executive&#146;s employment pursuant to this
Agreement may be terminated by the Executive by written notice of his resignation (&#147;<U>Notice of
Resignation</U>&#148;) delivered to the Company within two (2)&nbsp;years of any of the following (each of
which will constitute &#147;<U>Good Reason</U>&#148; for resignation): (i)&nbsp;a material reduction by the
Company in the Executive&#146;s title or position, or a material reduction by the Company in the
Executive&#146;s authority, duties or responsibilities (including, without limitation, Executive no
longer serving on the Company&#146;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)&nbsp;a material
</DIV>


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<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">reduction in Base Salary; (iii)&nbsp;any material breach of this Agreement by the Company; or (iv)
the Company&#146;s requiring the Executive to relocate his office location more than fifty (50)&nbsp;miles
from Nashville, Tennessee. For avoidance of doubt, &#147;<U>Good Reason</U>&#148; will exclude the death or
Disability of the Executive. In order for the Executive to be entitled to resign for Good Reason
under this <U>Section&nbsp;9(f)</U> the following conditions must be met: (A)&nbsp;the Executive shall
notify the Company of the existence of a condition described in (i), (ii), or (iii)&nbsp;within 90&nbsp;days
of the initial existence of the condition; (B)&nbsp;the Company shall be entitled to remedy the
condition within 30&nbsp;days of receiving such notice; and (C)&nbsp;the Company shall have failed to remedy
the condition during such time period. If the Executive resigns for Good Reason pursuant to this
<U>Section&nbsp;9(f)</U>, the Executive will be entitled to receive (i)&nbsp;all Base Salary and benefits to
be paid or provided to the Executive under this Agreement through the Date of Termination, (ii)&nbsp;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)&nbsp;an amount equal to two hundred ninety-nine percent (299%)
of the Executive&#146;s Base Salary, (iv)&nbsp;an amount equal to two ninety-nine hundred percent (299%) of
the Adjusted Bonus Amount, (v)&nbsp;health insurance benefits substantially commensurate with the
Company&#146;s standard health insurance benefits for the Executive and the Executive&#146;s spouse and
dependents through the second anniversary of the Date of Termination; <U>provided</U>,
<U>however</U>, 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&nbsp;9(m)) shall run concurrently with any continuation coverage that the
Executive or the Executive&#146;s spouse and dependents are entitled to under COBRA and any rights
(including the length of coverage) that the Executive and the Executive&#146;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&#146;s spouse or dependents
pursuant to this Agreement<B>, </B>and (vi)&nbsp;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)&nbsp;through (iv)&nbsp;above will be paid
to the Executive in a lump sum no later than sixty (60)&nbsp;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 <U>Exhibit&nbsp;A</U>.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) <U>By the Executive Without Good Reason</U>. The Executive&#146;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&#146;s employment is terminated pursuant to this <U>Section&nbsp;9(g)</U>,
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)&nbsp;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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h) <U>Following a Change in Control</U>. If, within thirty-six (36)&nbsp;months following a
Change in Control, the Executive (i)&nbsp;is terminated without Cause, or (ii)&nbsp;resigns for Good Reason
(as defined and qualified in <U>Section&nbsp;9(f)</U> above), then the Executive will be entitled to
receive (i)&nbsp;all Base Salary and benefits to be paid or provided to the Executive under this
Agreement through the Date of Termination, (ii)&nbsp;the amount of any cash bonus related to any year
ending before the Date of Termination that has been earned but remains unpaid, (iii)&nbsp;an amount
equal to two hundred ninety-nine percent (299%<B>)</B>
</DIV>


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<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">of the Adjusted Bonus Amount, (iv)&nbsp;an amount equal to two hundred ninety-nine percent (299%)
of the Executive&#146;s Base Salary, (v)&nbsp;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)&nbsp;health insurance benefits substantially commensurate with the
Company&#146;s standard health insurance benefits for the Executive and the Executive&#146;s spouse and
dependents through the third anniversary of the Date of Termination; <U>provided</U>,
<U>however</U>, 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&nbsp;9(m)) shall run concurrently with any continuation coverage that the
Executive or the Executive&#146;s spouse and dependents are entitled to under COBRA and any rights
(including the length of coverage) that the Executive and the Executive&#146;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&#146;s spouse or dependents
pursuant to this Agreement, and (vii)&nbsp;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)&nbsp;through (iv)&nbsp;above will
collectively be referred to as the &#147;<U>Change in Control Severance Amount</U>.&#148; The Change in
Control Severance Amount will be paid to the Executive in a lump sum no later than sixty (60)&nbsp;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 <U>Exhibit&nbsp;A</U>. Payments pursuant to this <U>Section&nbsp;9(h)</U> will be made in
lieu of, and not in addition to, any payment pursuant to any other paragraph of this <U>Section
9</U>.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) <U>Date of Termination</U>. The Executive&#146;s Date of Termination will be (i)&nbsp;if the
Executive&#146;s employment is terminated pursuant to <U>Section&nbsp;9(b)</U>, the date of his death, (ii)
if the Executive&#146;s employment is terminated pursuant to <U>Section&nbsp;9(c)</U>, <U>Section&nbsp;9(d)</U>
or <U>Section&nbsp;9(e)</U>, the date on which a Notice of Termination is given, (iii)&nbsp;if the
Executive&#146;s employment is terminated pursuant to <U>Section&nbsp;9(f)</U>, the date specified in the
Notice of Resignation, (iv)&nbsp;if the Executive&#146;s employment is terminated pursuant to <U>Section
9(g)</U>, the date specified in the Notice of Resignation (<U>provided</U> that the Executive will
deliver such Notice of Resignation to the Company not less than thirty (30)&nbsp;days before the Date of
Termination specified therein), or (v)&nbsp;if the Executive&#146;s employment is terminated pursuant to
<U>Section&nbsp;9(h)</U>, the date specified in the Notice of Termination or the Notice of Resignation,
as applicable.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j)&nbsp;For the purposes of this Agreement, a &#147;<U>Change in Control</U>&#148; will mean any of the
following events:
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;any person or entity, including a &#147;group&#148; as defined in Section&nbsp;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&#146;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
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;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
</DIV>


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<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">in the aggregate by the holders of the Company&#146;s securities entitled to vote generally in the
election of directors of the Company immediately prior to such transaction; or
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;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&#146;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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because
any Person (the &#147;<U>Subject Person</U>&#148;) 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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k) <U>Delay of Payment Required by Section&nbsp;409A of the Code</U>. It is intended that (i)
each payment or installment of payments provided under this Agreement will be a separate &#147;payment&#148;
for purposes of Section&nbsp;409A of the Internal Revenue Code of 1986, as amended (the &#147;<U>Code</U>&#148;)
and (ii)&nbsp;that the payments will satisfy, to the greatest extent possible, the exemptions from the
application of Section&nbsp;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)&nbsp;that on
the date the Executive&#146;s employment with the Company terminates or at such other time that the
Company determines to be relevant, the Executive is a &#147;specified employee&#148; (as such term is defined
under Treasury Regulation&nbsp;1.409A-1(i)) of the Company and (ii)&nbsp;that any payments to be provided to
the Executive pursuant to this Agreement are or may become subject to the additional tax under
Section&nbsp;409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section&nbsp;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)&nbsp;months after the date of the Executive&#146;s &#147;separation from
service&#148; (as such term is defined under Treasury Regulation&nbsp;1.409A-1(h)) with the Company. Any
payments delayed pursuant to this <U>Section&nbsp;9(k)</U> will be made in a lump sum on the first day
of the seventh month following the Executive&#146;s &#147;separation from service&#148; (as such term is defined
under Treasury Regulation&nbsp;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&#146;s
employment under this Agreement or thereafter provides for a &#147;deferral of compensation&#148; within the
meaning of Section&nbsp;409A of the Code, (i)&nbsp;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)&nbsp;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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(l) <U>Other Agreements</U>. This Agreement does not replace or supersede the Executive&#146;s
Severance Benefit Agreement or Salary Continuation Agreement with the Company.
</DIV>


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<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(m) <U>Insurance</U>. In the event of termination under <U>subsections 9(a)</U>,
<U>(c)</U>, <U>(e)</U>, <U>(f)</U>, <U>(g)</U>, or <U>(h)</U>, 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&#146;s then-existing health insurance
plan, at the Executive&#146;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&#146;s health insurance plan, such Medicare coverage shall be primary.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>10.&nbsp;</B><U><B>Representations</B></U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>11.&nbsp;</B><U><B>Assignment; Binding Agreement</B></U>. 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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>12.&nbsp;</B><U><B>Confidentiality; Non-Solicitation; Non-Competition</B></U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) <U>Non-Solicitation</U>. The Executive agrees that for a period of one (1)&nbsp;year after
the Date of Termination if the Executive receives a payment under <U>Section&nbsp;9(e)</U>, <U>Section
9(f)</U> or <U>Section&nbsp;9(h)</U>, 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&#146;s executive officers to terminate their
employment or agency with the Company, except with the Company&#146;s express written consent.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) <U>Non-competition.</U> 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)&nbsp;months
following termination of Executive&#146;s employment with the Company (the &#147;<U>Non-compete Period</U>&#148;)
if the Executive receives a payment under <U>Section&nbsp;9(e)</U>, <U>Section&nbsp;9(f)</U> or <U>Section
9(h)</U>, 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&#146;s menu in a geographic
market where the Company operates a restaurant at the time of the termination of the Executive (the
&#147;<U>Company Business</U>&#148;). For the purposes of
</DIV>


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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">this <U>subsection (b)</U>, 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; <U>provided</U>, <U>however</U>, that at such time as he
is no longer employed by the Company, Executive&#146;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 <U>subsection (b)</U>.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The parties intend that each of the covenants contained in this <U>Section&nbsp;12</U> 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 <U>Section&nbsp;12</U>. 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 <U>Section&nbsp;12</U> 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 <U>Section&nbsp;12</U> 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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;If the Executive will be in violation of any provision of this <U>Section&nbsp;12</U>, then
each time limitation set forth in this <U>Section&nbsp;12</U> 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 <U>Section&nbsp;12</U>
will be extended for a period of time equal to the pendency of such proceedings, including all
appeals by the Executive.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>13.&nbsp;</B><U><B>Confidentiality</B></U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;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&#146;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
</DIV>


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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">Executive&#146;s relationship with the Company (except in the course of Executive&#146;s performance of
his duties) shall constitute a misappropriation of the Company&#146;s trade secrets.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The above restrictions on disclosure and use of confidential information shall not prevent
Executive from: (i)&nbsp;using or disclosing information in the good faith performance of his duties on
behalf of the Company; (ii)&nbsp;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&#146;s duties on behalf of the
Company or as authorized in writing by the Company; (iv)&nbsp;at any time after the period of
Executive&#146;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)&nbsp;using or disclosing
information which was not disclosed to Executive by the Company or otherwise during the period of
Executive&#146;s employment which is then disclosed to Executive after termination of Executive&#146;s
employment with the Company by a third party who is under no duty or obligation not to disclose
such information; or (vi)&nbsp;disclosing information as required by law. If Executive becomes legally
compelled to disclose any of the confidential information, Executive shall (i)&nbsp;provide the Company
with reasonable prior written notice of the need for such disclosure such that the Company may
obtain a protective order; (ii)&nbsp;if disclosure is required, furnish only that portion of the
confidential information which, in the written opinion of Executive&#146;s counsel delivered to the
Company, is legally required; and (iii)&nbsp;exercise reasonable efforts to obtain reliable assurances
that confidential treatment shall be accorded to the confidential information.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>14.&nbsp;</B><U><B>Company Remedies</B></U>. 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
<U>Section&nbsp;12</U> or <U>Section&nbsp;13</U> hereof, the Executive agrees that the Company would be
entitled to injunctive relief, which entails that (i)&nbsp;it would be difficult to replace the
Executive&#146;s services; (ii)&nbsp;the Company would suffer irreparable harm that would not be adequately
compensated by monetary damages and (iii)&nbsp;the remedy at law for any breach of any of the provisions
of <U>Section&nbsp;12</U> or <U>Section&nbsp;13</U> 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)&nbsp;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 <U>Sections&nbsp;12</U> and <U>13</U> hereunder,
(ii)&nbsp;in the event of such breach, recover an amount equal to the after-tax payments previously made
to the Executive under <U>Section&nbsp;9(e)(iii)</U>, <U>9(e)(iv)</U>, <U>9(f)(iii)</U>,
<U>9(f)(iv)</U>, or <U>9(h)(iii)</U>, <U>9(h)(iv)</U>, and (iii)&nbsp;obtain preliminary and
permanent injunctive relief and specific performance for any actual or threatened violation of
<U>Section&nbsp;12</U> or <U>Section&nbsp;13</U> 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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>15.&nbsp;</B><U><B>Certain Additional Payments by the Company</B></U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;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 <U>Section&nbsp;15</U>) (a &#147;<U>Payment</U>&#148;) would be subject to the excise tax imposed by
Section&nbsp;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 &#147;<U>Excise Tax</U>&#148;),
</DIV>


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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">then the Executive will be entitled to receive an additional payment (a &#147;<U>Gross-Up
Payment</U>&#148;) 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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Subject to the provisions of <U>Section&nbsp;15(c)</U>, all determinations required to be made
under this <U>Section&nbsp;15</U>, 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&#146;s regular certified public accounting firm (the &#147;<U>Accounting
Firm</U>&#148;), which will provide detailed supporting calculations both to the Company and the
Executive within fifteen (15)&nbsp;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 <U>Section&nbsp;15</U>, will be paid
by the Company to the Executive, net of any of the Company&#146;s federal or state withholding
obligations with respect to such Payment, within five (5)&nbsp;days of the receipt of the Accounting
Firm&#146;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&nbsp;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
(&#147;<U>Underpayment</U>&#148;), consistent with the calculations required to be made hereunder. If the
Company exhausts its remedies pursuant to <U>Section&nbsp;15(c)</U> 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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;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)&nbsp;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:
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;give the Company any information reasonably requested by the Company relating to such
claim,
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;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,
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;cooperate with the Company in good faith in order effectively to contest such claim, and
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;permit the Company to participate in any proceedings relating to such claim;
<U>provided</U>, <U>however</U>, that the Company will bear and pay directly all costs and
expenses (including
</DIV>


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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">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 <U>Section
15(c)</U>, 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; <U>provided</U>, <U>however</U>, 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 <U>provided</U>, <U>further</U>, <U>that</U> 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&#146;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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;If, after the receipt by the Executive of an amount advanced by the Company pursuant to
<U>Section&nbsp;15(c)</U>, the Executive becomes entitled to receive any refund with respect to such
claim, the Executive will (subject to the Company&#146;s complying with the requirements of <U>Section
15(c)</U>) 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 <U>Section&nbsp;15(c)</U>, 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)&nbsp;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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;Notwithstanding any other provision of this <U>Section&nbsp;15</U>, any Gross-Up Payment or
Underpayment due to the Executive hereunder will be paid in accordance with this <U>Section
15</U>, but in no event may any such payments be made later than December&nbsp;31 of the year following
the year (i)&nbsp;any excise tax is paid to the Internal Revenue Service regarding this <U>Section
15</U> or (ii)&nbsp;any tax audit or litigation brought by the Internal Revenue Service or other
relevant taxing authority related to this <U>Section&nbsp;15</U> is completed or resolved.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>16.&nbsp;</B><U><B>Entire Agreement</B></U>. 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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>17.&nbsp;</B><U><B>Amendment, Modification or Waiver</B></U>. 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
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>18.&nbsp;</B><U><B>Notices</B></U>. 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:
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="90%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="20%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="40%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">To the Executive at:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">R. Gregory Lewis<BR>
915 Elmington Ct.<BR>
Brentwood, TN 37027<BR>
Facsimile: (615) &#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">With a copy to:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Facsimile: (&#95;&#95;&#95;) &#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">To the Company at:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">J. Alexander&#146;s Corporation<BR>
3401 West End Avenue<BR>
Suite&nbsp;260<BR>
Nashville, TN 37203<BR>
Attention: Chief Executive Officer<BR>
Facsimile: (615)&nbsp;269-1999</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">With a copy to:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">F. Mitchell Walker, Jr.<BR>
Bass, Berry &#038; Sims PLC<BR>
315 Deaderick Street, Suite&nbsp;2700<BR>
Nashville, Tennessee 37238-3001<BR>
Facsimile: (615)&nbsp;742-2775</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">Any notice delivered personally or by courier under this <U>Section&nbsp;18</U> 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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>19.&nbsp;</B><U><B>Severability</B></U>. 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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>20.&nbsp;</B><U><B>Governing Law</B></U>. 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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>21.&nbsp;</B><U><B>Jurisdiction and Venue</B></U>. 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
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">objections that such venue is objectionable or improper.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>22.&nbsp;</B><U><B>Headings</B></U>. 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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>23.&nbsp;</B><U><B>Withholding</B></U>. All payments to the Executive under this Agreement will be reduced
by all applicable withholding required by federal, state or local law.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>24.&nbsp;</B><U><B>Counterparts</B></U>. 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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>25.&nbsp;</B><U><B>Expenses Incurred in Enforcing this Agreement</B></U>. 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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>26.&nbsp;</B><U><B>Tax Matters</B></U><B>. </B>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&nbsp;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
<U>Section&nbsp;9</U> above). Further, by the acceptance of this Agreement, the Executive acknowledges
that (i)&nbsp;Executive has obtained independent tax advice regarding the application of Section&nbsp;409A of
the Code to the payments due to the Executive hereunder, (ii)&nbsp;Executive retains full responsibility
for the potential application of Section&nbsp;409A of the Code to the tax and legal consequences of
payments payable to the Executive hereunder and (iii)&nbsp;the Company shall not indemnify or otherwise
compensate the Executive for any violation of Section&nbsp;409A of the Code that may occur in connection
with this Agreement (including, without limitation, payments pursuant to <U>Section&nbsp;9</U> 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&nbsp;409A.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><I>&#091;Signature Page Follows&#093;</I>
</DIV>


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<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>IN WITNESS WHEREOF</B>, the parties hereto have executed this Employment Agreement effective as of
date set forth above.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 24pt; margin-left: 50%"><B>J. ALEXANDER&#146;S CORPORATION</B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt; margin-left: 50%">By: &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;/s/ Lonnie J. Stout<BR>
Name: /s/ Lonnie J. Stout<BR>
Title: Chairman, Chief Executive Officer and President

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 24pt; margin-left: 50%"><B>EXECUTIVE</B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt; margin-left: 50%">/s/ R. Gregory Lewis<BR>
R. Gregory Lewis

</DIV>

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</DIV>

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<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>g17187exv10w3.htm
<DESCRIPTION>EX-10.3
<TEXT>
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<HEAD>
<TITLE>EX-10.3</TITLE>
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<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>Exhibit&nbsp;10.3</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EMPLOYMENT AGREEMENT</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;THIS EMPLOYMENT AGREEMENT, dated as of December&nbsp;26, 2008, (the &#147;<U>Agreement</U>&#148;), is by and
between J. Alexander&#146;s Corporation, a Tennessee corporation (the &#147;<U>Company</U>&#148;), and J. Michael
Moore (the &#147;<U>Executive</U>&#148;).
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>WHEREAS</B>, 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
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>WHEREAS</B>, the parties desire to enter into this Agreement setting forth the terms and
conditions of the employment relationship between the Executive and the Company.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>NOW, THEREFORE</B>, intending to be legally bound hereby, the parties agree as follows:
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>1.&nbsp;</B><U><B>Employment</B></U>. 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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>2.&nbsp;</B><U><B>Term</B></U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Subject to termination pursuant to <U>Section&nbsp;9</U>, the term of the employment by the
Company of the Executive pursuant to this Agreement (as the same may be renewed or extended, the
&#147;<U>Term</U>&#148;) will commence on the date hereof (the &#147;<U>Effective Date</U>&#148;) and terminate on
December&nbsp;25, 2011.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Commencing on December&nbsp;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)&nbsp;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&#146;s right to receive
payments pursuant to <U>Section&nbsp;9(e)</U> 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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.&nbsp;</B><U><B>Position</B></U>. 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 &#147;<U>Board</U>&#148;)
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&#146;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&#146;s employment with the
Company.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>4.&nbsp;</B><U><B>Duties</B></U>. 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
&#147;<U>Business</U>&#148;); <U>provided</U>, <U>however</U>, 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&#146;s responsibilities under this
Agreement.
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.&nbsp;</B><U><B>Salary and Bonus</B></U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;For purposes of this Agreement, the &#147;<U>Initial Contract Year</U>&#148; will mean the period
commencing on the Effective Date and ending on December&nbsp;25, 2009. A &#147;<U>Contract Year</U>&#148; will
mean the Initial Contract Year and any anniversary thereof.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;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 &#147;<U>Compensation Committee</U>&#148;) will, in good faith,
review the Executive&#146;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 &#147;<U>Base
Salary</U>&#148;). The Base Salary will be payable to the Executive in substantially equal installments
in accordance with the Company&#146;s normal payroll practices.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;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&#146;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&#146;s good faith determination as to whether pre-determined performance
targets of the Company have been achieved following a review of the Company&#146;s year-end financial
statements. All such performance targets will be determined by the Compensation Committee after
consulting with Executive.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>6.&nbsp;</B><U><B>Long-Term Incentive Awards</B></U>. The Executive shall participate in any long-term
incentive awards offered to senior executives of the Company, as determined by the Compensation
Committee.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>7.&nbsp;</B><U><B>Vacation, Holidays and Sick Leave; Life Insurance</B></U>. During the Term, the Executive
will be entitled to paid vacation in accordance with the Company&#146;s standard vacation accrual
policies for its senior executive officers as may be in effect from time to time; <U>provided</U>,
that the Executive will during each Contract Year be entitled to at least four (4)&nbsp;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&#146;s senior
executive officers.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>8.&nbsp;</B><U><B>Business Expenses</B></U>. 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&#146;s normal expense
reimbursement policies.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>9.&nbsp;</B><U><B>Termination of Agreement</B></U>. The Executive&#146;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 <U>Section&nbsp;9</U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) <U>By Mutual Consent</U>. The Executive&#146;s employment pursuant to this Agreement may be
terminated at any time by the mutual written agreement of the Company and the Executive.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) <U>Death</U>. The Executive&#146;s employment pursuant to this Agreement will be terminated
upon the death of the Executive, in which event the Executive&#146;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 <U>Section&nbsp;9(i)</U> hereof), (ii)&nbsp;any other unpaid benefits
(including death benefits) to which they are entitled under any plan, policy or program of the
Company applicable to the
</DIV>


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<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">Executive as of the Date of Termination (such benefits shall be paid in accordance with the
provisions of the applicable arrangements) and (iii)&nbsp;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)&nbsp;and (iii)&nbsp;will be paid to the Executive&#146;s spouse or heirs in a lump sum
no later than thirty (30)&nbsp;days following the date of the Executive&#146;s death, with the date of such
payment within such period determined by the Company in its sole discretion.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) <U>Disability</U>. The Executive&#146;s employment pursuant to this Agreement may be
terminated by delivery of written notice to the Executive by the Company (a &#147;<U>Notice of
Termination</U>&#148;) 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)&nbsp;consecutive days, or
for a total of ninety (90)&nbsp;days or more in any consecutive one hundred and eighty (180)&nbsp;day-period.
If the Executive&#146;s employment is terminated pursuant to this <U>Section&nbsp;9(c)</U>, the Executive
will be entitled to receive (i)&nbsp;all Base Salary and benefits to be paid or provided to the
Executive under this Agreement through the Date of Termination, (ii)&nbsp;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)&nbsp;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)&nbsp;health insurance benefits substantially commensurate with the Company&#146;s
standard health insurance benefits for the Executive and the Executive&#146;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&nbsp;9(m))
shall run concurrently with any continuation coverage that the Executive or the Executive&#146;s spouse
and dependents are entitled to under COBRA and any rights (including the length of coverage) that
the Executive and the Executive&#146;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&#146;s spouse or dependents pursuant to this Agreement<I>. </I>The amounts referred
to in clauses (i)&nbsp;and (iii)&nbsp;will be paid to the Executive&#146;s no later than thirty (30)&nbsp;days
following the date of the Executive&#146;s Date of Termination, with the date of such payment within
such period determined by the Company in its sole discretion.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) <U>By the Company for Cause</U>. The Executive&#146;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 &#147;<U>Cause</U>&#148; for termination): (i)&nbsp;conviction of
a felony or of a crime involving misappropriation or embezzlement; (ii)&nbsp;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)&nbsp;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)&nbsp;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 <U>Section&nbsp;9(d)</U> the following conditions must be met: (A)&nbsp;the Company
shall provide written notice to the Executive of the existence of a condition described in clauses
(i), (ii), (iii)&nbsp;or (iv)&nbsp;above within 90&nbsp;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)&nbsp;the Executive shall be entitled to remedy the condition
within 30&nbsp;days of receiving such notice; and (C)&nbsp;the Executive shall have failed to remedy the
condition during such
</DIV>


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<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">period. If the Executive&#146;s employment is terminated pursuant to this <U>Section&nbsp;9(d)</U>,
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)&nbsp;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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) <U>By the Company Without Cause</U>. The Executive&#146;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&#146;s employment is terminated pursuant to this <U>Section&nbsp;9(e)</U>,
the Executive will be entitled to receive (i)&nbsp;all Base Salary and benefits to be paid or provided
to the Executive under this Agreement through the Date of Termination, (ii)&nbsp;the amount of any cash
bonus related to any year ending before the Date of Termination that has been earned but remains
unpaid, (iii)&nbsp;an amount equal to two hundred percent (200%) of the Executive&#146;s Base Salary, (iv)&nbsp;an
amount equal to two hundred percent (200%) of the Executive&#146;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&#146;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 &#147;<U>Adjusted Bonus Amount</U>&#148;), (v)&nbsp;health insurance benefits substantially commensurate with
the Company&#146;s standard health insurance benefits for the Executive and the Executive&#146;s spouse and
dependents through the second anniversary of the Date of Termination; <U>provided</U>,
<U>however</U>, 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&nbsp;9(m)) shall run concurrently with any continuation coverage that the
Executive or the Executive&#146;s spouse and dependents are entitled to under COBRA and any rights
(including the length of coverage) that the Executive and the Executive&#146;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&#146;s spouse or dependents
pursuant to this Agreement<I>; </I>and (vi)&nbsp;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)&nbsp;through (iv)&nbsp;above will be paid
to the Executive in a lump sum no later than sixty (60)&nbsp;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 <U>Exhibit&nbsp;A</U>.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) <U>By the Executive for Good Reason</U>. The Executive&#146;s employment pursuant to this
Agreement may be terminated by the Executive by written notice of his resignation (&#147;<U>Notice of
Resignation</U>&#148;) delivered to the Company within two (2)&nbsp;years of any of the following (each of
which will constitute &#147;<U>Good Reason</U>&#148; for resignation): (i)&nbsp;a material reduction by the
Company in the Executive&#146;s title or position, or a material reduction by the Company in the
Executive&#146;s authority, duties or responsibilities (including, without limitation, Executive no
longer serving on the Company&#146;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)&nbsp;a material
</DIV>


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<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">reduction in Base Salary; (iii)&nbsp;any material breach of this Agreement by the Company; or (iv)
the Company&#146;s requiring the Executive to relocate his office location more than fifty (50)&nbsp;miles
from Nashville, Tennessee. For avoidance of doubt, &#147;<U>Good Reason</U>&#148; will exclude the death or
Disability of the Executive. In order for the Executive to be entitled to resign for Good Reason
under this <U>Section&nbsp;9(f)</U> the following conditions must be met: (A)&nbsp;the Executive shall
notify the Company of the existence of a condition described in (i), (ii), or (iii)&nbsp;within 90&nbsp;days
of the initial existence of the condition; (B)&nbsp;the Company shall be entitled to remedy the
condition within 30&nbsp;days of receiving such notice; and (C)&nbsp;the Company shall have failed to remedy
the condition during such time period. If the Executive resigns for Good Reason pursuant to this
<U>Section&nbsp;9(f)</U>, the Executive will be entitled to receive (i)&nbsp;all Base Salary and benefits to
be paid or provided to the Executive under this Agreement through the Date of Termination, (ii)&nbsp;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)&nbsp;an amount equal to two hundred percent (200%) of the
Executive&#146;s Base Salary, (iv)&nbsp;an amount equal to two hundred percent (200%) of the Adjusted Bonus
Amount, (v)&nbsp;health insurance benefits substantially commensurate with the Company&#146;s standard health
insurance benefits for the Executive and the Executive&#146;s spouse and dependents through the second
anniversary of the Date of Termination; <U>provided</U>, <U>however</U>, 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&nbsp;9(m))
shall run concurrently with any continuation coverage that the Executive or the Executive&#146;s spouse
and dependents are entitled to under COBRA and any rights (including the length of coverage) that
the Executive and the Executive&#146;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&#146;s spouse or dependents pursuant to this Agreement<B>, </B>and (vi)&nbsp;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)&nbsp;through (iv)&nbsp;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 <U>Exhibit&nbsp;A</U>.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) <U>By the Executive Without Good Reason</U>. The Executive&#146;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&#146;s employment is terminated pursuant to this <U>Section&nbsp;9(g)</U>,
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)&nbsp;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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h) <U>Following a Change in Control</U>. If, within thirty-six (36)&nbsp;months following a
Change in Control, the Executive (i)&nbsp;is terminated without Cause, or (ii)&nbsp;resigns for Good Reason
(as defined and qualified in <U>Section&nbsp;9(f)</U> above), then the Executive will be entitled to
receive (i)&nbsp;all Base Salary and benefits to be paid or provided to the Executive under this
Agreement through the Date of Termination, (ii)&nbsp;the amount of any cash bonus related to any year
ending before the Date of Termination that has been earned but remains unpaid, (iii)&nbsp;an amount
equal to two hundred ninety-nine percent (299%<B>)</B>
</DIV>


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<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">of the Adjusted Bonus Amount, (iv)&nbsp;an amount equal to two hundred ninety-nine percent (299%)
of the Executive&#146;s Base Salary, (v)&nbsp;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)&nbsp;health insurance benefits substantially commensurate with the
Company&#146;s standard health insurance benefits for the Executive and the Executive&#146;s spouse and
dependents through the third anniversary of the Date of Termination; <U>provided</U>,
<U>however</U>, 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&nbsp;9(m)) shall run concurrently with any continuation coverage that the
Executive or the Executive&#146;s spouse and dependents are entitled to under COBRA and any rights
(including the length of coverage) that the Executive and the Executive&#146;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&#146;s spouse or dependents
pursuant to this Agreement, and (vii)&nbsp;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)&nbsp;through (iv)&nbsp;above will
collectively be referred to as the &#147;<U>Change in Control Severance Amount</U>.&#148; The Change in
Control Severance Amount will be paid to the Executive in a lump sum no later than sixty (60)&nbsp;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 <U>Exhibit&nbsp;A</U>. Payments pursuant to this <U>Section&nbsp;9(h)</U> will be made in
lieu of, and not in addition to, any payment pursuant to any other paragraph of this <U>Section
9</U>.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) <U>Date of Termination</U>. The Executive&#146;s Date of Termination will be (i)&nbsp;if the
Executive&#146;s employment is terminated pursuant to <U>Section&nbsp;9(b)</U>, the date of his death, (ii)
if the Executive&#146;s employment is terminated pursuant to <U>Section&nbsp;9(c)</U>, <U>Section&nbsp;9(d)</U>
or <U>Section&nbsp;9(e)</U>, the date on which a Notice of Termination is given, (iii)&nbsp;if the
Executive&#146;s employment is terminated pursuant to <U>Section&nbsp;9(f)</U>, the date specified in the
Notice of Resignation, (iv)&nbsp;if the Executive&#146;s employment is terminated pursuant to <U>Section
9(g)</U>, the date specified in the Notice of Resignation (<U>provided</U> that the Executive will
deliver such Notice of Resignation to the Company not less than thirty (30)&nbsp;days before the Date of
Termination specified therein), or (v)&nbsp;if the Executive&#146;s employment is terminated pursuant to
<U>Section&nbsp;9(h)</U>, the date specified in the Notice of Termination or the Notice of Resignation,
as applicable.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j)&nbsp;For the purposes of this Agreement, a &#147;<U>Change in Control</U>&#148; will mean any of the
following events:
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;any person or entity, including a &#147;group&#148; as defined in Section&nbsp;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&#146;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
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;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
</DIV>


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<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">in the aggregate by the holders of the Company&#146;s securities entitled to vote generally in the
election of directors of the Company immediately prior to such transaction; or
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;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&#146;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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because
any Person (the &#147;<U>Subject Person</U>&#148;) 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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k) <U>Delay of Payment Required by Section&nbsp;409A of the Code</U>. It is intended that (i)
each payment or installment of payments provided under this Agreement will be a separate &#147;payment&#148;
for purposes of Section&nbsp;409A of the Internal Revenue Code of 1986, as amended (the &#147;<U>Code</U>&#148;)
and (ii)&nbsp;that the payments will satisfy, to the greatest extent possible, the exemptions from the
application of Section&nbsp;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)&nbsp;that on
the date the Executive&#146;s employment with the Company terminates or at such other time that the
Company determines to be relevant, the Executive is a &#147;specified employee&#148; (as such term is defined
under Treasury Regulation&nbsp;1.409A-1(i)) of the Company and (ii)&nbsp;that any payments to be provided to
the Executive pursuant to this Agreement are or may become subject to the additional tax under
Section&nbsp;409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section&nbsp;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)&nbsp;months after the date of the Executive&#146;s &#147;separation from
service&#148; (as such term is defined under Treasury Regulation&nbsp;1.409A-1(h)) with the Company. Any
payments delayed pursuant to this <U>Section&nbsp;9(k)</U> will be made in a lump sum on the first day
of the seventh month following the Executive&#146;s &#147;separation from service&#148; (as such term is defined
under Treasury Regulation&nbsp;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&#146;s
employment under this Agreement or thereafter provides for a &#147;deferral of compensation&#148; within the
meaning of Section&nbsp;409A of the Code, (i)&nbsp;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)&nbsp;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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(l) <U>Other Agreements</U>. This Agreement does not replace or supersede the Executive&#146;s
Amended and Restated Salary Continuation Agreement with the Company. No reduction of
</DIV>


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<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">amounts to be paid hereunder shall be made with respect to amounts of any payments made under
the Salary Continuation Agreement.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(m) <U>Insurance</U>. In the event of termination under <U>subsections 9(a)</U>,
<U>(c)</U>, <U>(e)</U>, <U>(f)</U>, <U>(g)</U>, or <U>(h)</U>, 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&#146;s then-existing health insurance
plan, at the Executive&#146;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&#146;s health insurance plan, such Medicare coverage shall be primary.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>10.&nbsp;</B><U><B>Representations</B></U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>11.&nbsp;</B><U><B>Assignment; Binding Agreement</B></U>. 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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>12.&nbsp;</B><U><B>Confidentiality; Non-Solicitation; Non-Competition</B></U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) <U>Non-Solicitation</U>. The Executive agrees that for a period of one (1)&nbsp;year after
the Date of Termination if the Executive receives a payment under <U>Section&nbsp;9(e)</U>, <U>Section
9(f)</U> or <U>Section&nbsp;9(h)</U>, 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&#146;s executive officers to terminate their
employment or agency with the Company, except with the Company&#146;s express written consent.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) <U>Non-competition.</U> 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)&nbsp;months
following termination of Executive&#146;s employment with the Company (the &#147;<U>Non-compete Period</U>&#148;)
if the Executive receives a payment under <U>Section&nbsp;9(e)</U>, <U>Section&nbsp;9(f)</U> or <U>Section
9(h)</U>, 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&#146;s menu in a geographic
market where the Company operates a restaurant at the time of the termination of the Executive (the
&#147;<U>Company Business</U>&#148;). For the purposes of this <U>subsection (b)</U>, Executive
understands that he shall be competing if he engages in any or all of the
</DIV>


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<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">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; <U>provided</U>, <U>however</U>, that at such time as he is no
longer employed by the Company, Executive&#146;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 <U>subsection (b)</U>.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The parties intend that each of the covenants contained in this <U>Section&nbsp;12</U> 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 <U>Section&nbsp;12</U>. 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 <U>Section&nbsp;12</U> 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 <U>Section&nbsp;12</U> 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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;If the Executive will be in violation of any provision of this <U>Section&nbsp;12</U>, then
each time limitation set forth in this <U>Section&nbsp;12</U> 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 <U>Section&nbsp;12</U>
will be extended for a period of time equal to the pendency of such proceedings, including all
appeals by the Executive.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>13.&nbsp;</B><U><B>Confidentiality</B></U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;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&#146;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&#146;s relationship with the Company
(except in the course of Executive&#146;s performance of his duties) shall constitute a misappropriation
of the Company&#146;s trade secrets.
</DIV>


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<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The above restrictions on disclosure and use of confidential information shall not prevent
Executive from: (i)&nbsp;using or disclosing information in the good faith performance of his duties on
behalf of the Company; (ii)&nbsp;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&#146;s duties on behalf of the
Company or as authorized in writing by the Company; (iv)&nbsp;at any time after the period of
Executive&#146;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)&nbsp;using or disclosing
information which was not disclosed to Executive by the Company or otherwise during the period of
Executive&#146;s employment which is then disclosed to Executive after termination of Executive&#146;s
employment with the Company by a third party who is under no duty or obligation not to disclose
such information; or (vi)&nbsp;disclosing information as required by law. If Executive becomes legally
compelled to disclose any of the confidential information, Executive shall (i)&nbsp;provide the Company
with reasonable prior written notice of the need for such disclosure such that the Company may
obtain a protective order; (ii)&nbsp;if disclosure is required, furnish only that portion of the
confidential information which, in the written opinion of Executive&#146;s counsel delivered to the
Company, is legally required; and (iii)&nbsp;exercise reasonable efforts to obtain reliable assurances
that confidential treatment shall be accorded to the confidential information.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>14.&nbsp;</B><U><B>Company Remedies</B></U>. 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
<U>Section&nbsp;12</U> or <U>Section&nbsp;13</U> hereof, the Executive agrees that the Company would be
entitled to injunctive relief, which entails that (i)&nbsp;it would be difficult to replace the
Executive&#146;s services; (ii)&nbsp;the Company would suffer irreparable harm that would not be adequately
compensated by monetary damages and (iii)&nbsp;the remedy at law for any breach of any of the provisions
of <U>Section&nbsp;12</U> or <U>Section&nbsp;13</U> 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)&nbsp;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 <U>Sections&nbsp;12</U> and <U>13</U> hereunder,
(ii)&nbsp;in the event of such breach, recover an amount equal to the after-tax payments previously made
to the Executive under <U>Section&nbsp;9(e)(iii)</U>, <U>9(e)(iv)</U>, <U>9(f)(iii)</U>,
<U>9(f)(iv)</U>, or <U>9(h)(iii)</U>, <U>9(h)(iv)</U>, and (iii)&nbsp;obtain preliminary and
permanent injunctive relief and specific performance for any actual or threatened violation of
<U>Section&nbsp;12</U> or <U>Section&nbsp;13</U> 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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>15.&nbsp;</B><U><B>Certain Additional Payments by the Company</B></U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;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 <U>Section&nbsp;15</U>) (a &#147;<U>Payment</U>&#148;) would be subject to the excise tax imposed by
Section&nbsp;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 &#147;<U>Excise Tax</U>&#148;), then the Executive will be entitled to
receive an additional payment (a &#147;<U>Gross-Up Payment</U>&#148;) 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
</DIV>


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<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Subject to the provisions of <U>Section&nbsp;15(c)</U>, all determinations required to be made
under this <U>Section&nbsp;15</U>, 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&#146;s regular certified public accounting firm (the &#147;<U>Accounting
Firm</U>&#148;), which will provide detailed supporting calculations both to the Company and the
Executive within fifteen (15)&nbsp;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 <U>Section&nbsp;15</U>, will be paid
by the Company to the Executive, net of any of the Company&#146;s federal or state withholding
obligations with respect to such Payment, within five (5)&nbsp;days of the receipt of the Accounting
Firm&#146;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&nbsp;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
(&#147;<U>Underpayment</U>&#148;), consistent with the calculations required to be made hereunder. If the
Company exhausts its remedies pursuant to <U>Section&nbsp;15(c)</U> 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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;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)&nbsp;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:
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;give the Company any information reasonably requested by the Company relating to such
claim,
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;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,
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;cooperate with the Company in good faith in order effectively to contest such claim, and
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;permit the Company to participate in any proceedings relating to such claim;
<U>provided</U>, <U>however</U>, 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
</DIV>


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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">expenses. Without limitation of the foregoing provisions of this <U>Section&nbsp;15(c)</U>, 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;
<U>provided</U>, <U>however</U>, 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
<U>provided</U>, <U>further</U>, <U>that</U> 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&#146;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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;If, after the receipt by the Executive of an amount advanced by the Company pursuant to
<U>Section&nbsp;15(c)</U>, the Executive becomes entitled to receive any refund with respect to such
claim, the Executive will (subject to the Company&#146;s complying with the requirements of <U>Section
15(c)</U>) 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 <U>Section&nbsp;15(c)</U>, 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)&nbsp;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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;Notwithstanding any other provision of this <U>Section&nbsp;15</U>, any Gross-Up Payment or
Underpayment due to the Executive hereunder will be paid in accordance with this <U>Section
15</U>, but in no event may any such payments be made later than December&nbsp;31 of the year following
the year (i)&nbsp;any excise tax is paid to the Internal Revenue Service regarding this <U>Section
15</U> or (ii)&nbsp;any tax audit or litigation brought by the Internal Revenue Service or other
relevant taxing authority related to this <U>Section&nbsp;15</U> is completed or resolved.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>16.&nbsp;</B><U><B>Entire Agreement</B></U>. 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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>17.&nbsp;</B><U><B>Amendment, Modification or Waiver</B></U>. 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.
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>18.&nbsp;</B><U><B>Notices</B></U>. 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:
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="90%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="20%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="40%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">To the Executive at:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">J. Michael Moore<BR>
6563 Brownlee Dr.<BR>
Nashville, TN 37205<BR>
Facsimile: (615) &#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">With a copy to:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Facsimile: (&#95;&#95;&#95;) &#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">To the Company at:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">J. Alexander&#146;s Corporation<BR>
3401 West End Avenue<BR>
Suite&nbsp;260<BR>
Nashville, TN 37203<BR>
Attention: Chief Executive Officer<BR>
Facsimile: (615)&nbsp;269-1999</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">With a copy to:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">F. Mitchell Walker, Jr.<BR>
Bass, Berry &#038; Sims PLC<BR>
315 Deaderick Street, Suite&nbsp;2700<BR>
Nashville, Tennessee 37238-3001<BR>
Facsimile: (615)&nbsp;742-2775</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">Any notice delivered personally or by courier under this <U>Section&nbsp;18</U> 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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>19.&nbsp;</B><U><B>Severability</B></U>. 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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>20.&nbsp;</B><U><B>Governing Law</B></U>. 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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>21.&nbsp;</B><U><B>Jurisdiction and Venue</B></U>. 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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>22.&nbsp;</B><U><B>Headings</B></U>. 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
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">heading of any section or paragraph.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>23.&nbsp;</B><U><B>Withholding</B></U>. All payments to the Executive under this Agreement will be reduced
by all applicable withholding required by federal, state or local law.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>24.&nbsp;</B><U><B>Counterparts</B></U>. 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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>25.&nbsp;</B><U><B>Expenses Incurred in Enforcing this Agreement</B></U>. 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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>26.&nbsp;</B><U><B>Tax Matters</B></U><B>. </B>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&nbsp;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
<U>Section&nbsp;9</U> above). Further, by the acceptance of this Agreement, the Executive acknowledges
that (i)&nbsp;Executive has obtained independent tax advice regarding the application of Section&nbsp;409A of
the Code to the payments due to the Executive hereunder, (ii)&nbsp;Executive retains full responsibility
for the potential application of Section&nbsp;409A of the Code to the tax and legal consequences of
payments payable to the Executive hereunder and (iii)&nbsp;the Company shall not indemnify or otherwise
compensate the Executive for any violation of Section&nbsp;409A of the Code that may occur in connection
with this Agreement (including, without limitation, payments pursuant to <U>Section&nbsp;9</U> 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&nbsp;409A.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><I>&#091;Signature Page Follows&#093;</I>
</DIV>


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<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>IN WITNESS WHEREOF</B>, the parties hereto have executed this Employment Agreement effective as of
date set forth above.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 24pt; margin-left: 50%"><B>J. ALEXANDER&#146;S CORPORATION</B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt; margin-left: 50%">By: &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;/s/ R. Gregory Lewis<BR>
Name: R. Gregory Lewis<BR>
Title: Chief Financial Officer, Vice-President, Finance<BR>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 24pt; margin-left: 50%"><B>EXECUTIVE</B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt; margin-left: 50%">/s/ J. Michael Moore

</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->15<!-- /Folio -->
</DIV>

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<DESCRIPTION>EX-10.4
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<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>Exhibit&nbsp;10.4</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EMPLOYMENT AGREEMENT</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;THIS EMPLOYMENT AGREEMENT, dated as of December&nbsp;26, 2008, (the &#147;<U>Agreement</U>&#148;), is by and
between J. Alexander&#146;s Corporation, a Tennessee corporation (the &#147;<U>Company</U>&#148;), and Mark A.
Parkey (the &#147;<U>Executive</U>&#148;).
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>WHEREAS</B>, 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
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>WHEREAS</B>, the parties desire to enter into this Agreement setting forth the terms and
conditions of the employment relationship between the Executive and the Company.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>NOW, THEREFORE</B>, intending to be legally bound hereby, the parties agree as follows:
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>1.&nbsp;</B><U><B>Employment</B></U>. 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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>2.&nbsp;</B><U><B>Term</B></U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Subject to termination pursuant to <U>Section&nbsp;9</U>, the term of the employment by the
Company of the Executive pursuant to this Agreement (as the same may be renewed or extended, the
&#147;<U>Term</U>&#148;) will commence on the date hereof (the &#147;<U>Effective Date</U>&#148;) and terminate on
December&nbsp;25, 2011.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Commencing on December&nbsp;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)&nbsp;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&#146;s right to receive
payments pursuant to <U>Section&nbsp;9(e)</U> 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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.&nbsp;</B><U><B>Position</B></U>. 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 &#147;<U>Board</U>&#148;) 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&#146;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&#146;s employment with the Company.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>4.&nbsp;</B><U><B>Duties</B></U>. 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
&#147;<U>Business</U>&#148;); <U>provided</U>, <U>however</U>, 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&#146;s responsibilities under this
Agreement.
</DIV>

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<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.&nbsp;</B><U><B>Salary and Bonus</B></U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;For purposes of this Agreement, the &#147;<U>Initial Contract Year</U>&#148; will mean the period
commencing on the Effective Date and ending on December&nbsp;25, 2009. A &#147;<U>Contract Year</U>&#148; will
mean the Initial Contract Year and any anniversary thereof.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;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 &#147;<U>Compensation Committee</U>&#148;) will, in good faith,
review the Executive&#146;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 &#147;<U>Base
Salary</U>&#148;). The Base Salary will be payable to the Executive in substantially equal installments
in accordance with the Company&#146;s normal payroll practices.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;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&#146;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&#146;s good faith determination as to whether pre-determined performance
targets of the Company have been achieved following a review of the Company&#146;s year-end financial
statements. All such performance targets will be determined by the Compensation Committee after
consulting with Executive.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>6.&nbsp;</B><U><B>Long-Term Incentive Awards</B></U>. The Executive shall participate in any long-term
incentive awards offered to senior executives of the Company, as determined by the Compensation
Committee.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>7.&nbsp;</B><U><B>Vacation, Holidays and Sick Leave; Life Insurance</B></U>. During the Term, the Executive
will be entitled to paid vacation in accordance with the Company&#146;s standard vacation accrual
policies for its senior executive officers as may be in effect from time to time; <U>provided</U>,
that the Executive will during each Contract Year be entitled to at least four (4)&nbsp;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&#146;s senior
executive officers.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>8.&nbsp;</B><U><B>Business Expenses</B></U>. 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&#146;s normal expense
reimbursement policies.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>9.&nbsp;</B><U><B>Termination of Agreement</B></U>. The Executive&#146;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 <U>Section&nbsp;9</U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) <U>By Mutual Consent</U>. The Executive&#146;s employment pursuant to this Agreement may be
terminated at any time by the mutual written agreement of the Company and the Executive.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) <U>Death</U>. The Executive&#146;s employment pursuant to this Agreement will be terminated
upon the death of the Executive, in which event the Executive&#146;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 <U>Section&nbsp;9(i)</U> hereof), (ii)&nbsp;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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<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">Executive as of the Date of Termination (such benefits shall be paid in accordance with the
provisions of the applicable arrangements) and (iii)&nbsp;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)&nbsp;and (iii)&nbsp;will be paid to the Executive&#146;s spouse or heirs in a lump sum
no later than thirty (30)&nbsp;days following the date of the Executive&#146;s death, with the date of such
payment within such period determined by the Company in its sole discretion.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) <U>Disability</U>. The Executive&#146;s employment pursuant to this Agreement may be
terminated by delivery of written notice to the Executive by the Company (a &#147;<U>Notice of
Termination</U>&#148;) 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)&nbsp;consecutive days, or
for a total of ninety (90)&nbsp;days or more in any consecutive one hundred and eighty (180)&nbsp;day-period.
If the Executive&#146;s employment is terminated pursuant to this <U>Section&nbsp;9(c)</U>, the Executive
will be entitled to receive (i)&nbsp;all Base Salary and benefits to be paid or provided to the
Executive under this Agreement through the Date of Termination, (ii)&nbsp;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)&nbsp;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)&nbsp;health insurance benefits substantially commensurate with the Company&#146;s
standard health insurance benefits for the Executive and the Executive&#146;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&nbsp;9(m))
shall run concurrently with any continuation coverage that the Executive or the Executive&#146;s spouse
and dependents are entitled to under COBRA and any rights (including the length of coverage) that
the Executive and the Executive&#146;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&#146;s spouse or dependents pursuant to this Agreement<I>. </I>The amounts referred
to in clauses (i)&nbsp;and (iii)&nbsp;will be paid to the Executive&#146;s no later than thirty (30)&nbsp;days
following the date of the Executive&#146;s Date of Termination, with the date of such payment within
such period determined by the Company in its sole discretion.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) <U>By the Company for Cause</U>. The Executive&#146;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 &#147;<U>Cause</U>&#148; for termination): (i)&nbsp;conviction of
a felony or of a crime involving misappropriation or embezzlement; (ii)&nbsp;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)&nbsp;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)&nbsp;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 <U>Section&nbsp;9(d)</U> the following conditions must be met: (A)&nbsp;the Company
shall provide written notice to the Executive of the existence of a condition described in clauses
(i), (ii), (iii)&nbsp;or (iv)&nbsp;above within 90&nbsp;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)&nbsp;the Executive shall be entitled to remedy the condition
within 30&nbsp;days of receiving such notice; and (C)&nbsp;the Executive shall have failed to remedy the
condition during such
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<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">period. If the Executive&#146;s employment is terminated pursuant to this <U>Section&nbsp;9(d)</U>,
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)&nbsp;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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) <U>By the Company Without Cause</U>. The Executive&#146;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&#146;s employment is terminated pursuant to this <U>Section&nbsp;9(e)</U>,
the Executive will be entitled to receive (i)&nbsp;all Base Salary and benefits to be paid or provided
to the Executive under this Agreement through the Date of Termination, (ii)&nbsp;the amount of any cash
bonus related to any year ending before the Date of Termination that has been earned but remains
unpaid, (iii)&nbsp;an amount equal to two hundred percent (200%) of the Executive&#146;s Base Salary, (iv)&nbsp;an
amount equal to two hundred percent (200%) of the Executive&#146;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&#146;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 &#147;<U>Adjusted Bonus Amount</U>&#148;), (v)&nbsp;health insurance benefits substantially commensurate with
the Company&#146;s standard health insurance benefits for the Executive and the Executive&#146;s spouse and
dependents through the second anniversary of the Date of Termination; <U>provided</U>,
<U>however</U>, 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&nbsp;9(m)) shall run concurrently with any continuation coverage that the
Executive or the Executive&#146;s spouse and dependents are entitled to under COBRA and any rights
(including the length of coverage) that the Executive and the Executive&#146;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&#146;s spouse or dependents
pursuant to this Agreement<I>; </I>and (vi)&nbsp;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)&nbsp;through (iv)&nbsp;above will be paid
to the Executive in a lump sum no later than sixty (60)&nbsp;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 <U>Exhibit&nbsp;A</U>.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) <U>By the Executive for Good Reason</U>. The Executive&#146;s employment pursuant to this
Agreement may be terminated by the Executive by written notice of his resignation (&#147;<U>Notice of
Resignation</U>&#148;) delivered to the Company within two (2)&nbsp;years of any of the following (each of
which will constitute &#147;<U>Good Reason</U>&#148; for resignation): (i)&nbsp;a material reduction by the
Company in the Executive&#146;s title or position, or a material reduction by the Company in the
Executive&#146;s authority, duties or responsibilities (including, without limitation, Executive no
longer serving on the Company&#146;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)&nbsp;a material
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<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">reduction in Base Salary; (iii)&nbsp;any material breach of this Agreement by the Company; or (iv)
the Company&#146;s requiring the Executive to relocate his office location more than fifty (50)&nbsp;miles
from Nashville, Tennessee. For avoidance of doubt, &#147;<U>Good Reason</U>&#148; will exclude the death or
Disability of the Executive. In order for the Executive to be entitled to resign for Good Reason
under this <U>Section&nbsp;9(f)</U> the following conditions must be met: (A)&nbsp;the Executive shall
notify the Company of the existence of a condition described in (i), (ii), or (iii)&nbsp;within 90&nbsp;days
of the initial existence of the condition; (B)&nbsp;the Company shall be entitled to remedy the
condition within 30&nbsp;days of receiving such notice; and (C)&nbsp;the Company shall have failed to remedy
the condition during such time period. If the Executive resigns for Good Reason pursuant to this
<U>Section&nbsp;9(f)</U>, the Executive will be entitled to receive (i)&nbsp;all Base Salary and benefits to
be paid or provided to the Executive under this Agreement through the Date of Termination, (ii)&nbsp;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)&nbsp;an amount equal to two hundred percent (200%) of the
Executive&#146;s Base Salary, (iv)&nbsp;an amount equal to two hundred percent (200%) of the Adjusted Bonus
Amount, (v)&nbsp;health insurance benefits substantially commensurate with the Company&#146;s standard health
insurance benefits for the Executive and the Executive&#146;s spouse and dependents through the second
anniversary of the Date of Termination; <U>provided</U>, <U>however</U>, 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&nbsp;9(m))
shall run concurrently with any continuation coverage that the Executive or the Executive&#146;s spouse
and dependents are entitled to under COBRA and any rights (including the length of coverage) that
the Executive and the Executive&#146;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&#146;s spouse or dependents pursuant to this Agreement<B>, </B>and (vi)&nbsp;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)&nbsp;through (iv)&nbsp;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 <U>Exhibit&nbsp;A</U>.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) <U>By the Executive Without Good Reason</U>. The Executive&#146;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&#146;s employment is terminated pursuant to this <U>Section&nbsp;9(g)</U>,
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)&nbsp;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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h) <U>Following a Change in Control</U>. If, within thirty-six (36)&nbsp;months following a
Change in Control, the Executive (i)&nbsp;is terminated without Cause, or (ii)&nbsp;resigns for Good Reason
(as defined and qualified in <U>Section&nbsp;9(f)</U> above), then the Executive will be entitled to
receive (i)&nbsp;all Base Salary and benefits to be paid or provided to the Executive under this
Agreement through the Date of Termination, (ii)&nbsp;the amount of any cash bonus related to any year
ending before the Date of Termination that has been earned but remains unpaid, (iii)&nbsp;an amount
equal to two hundred ninety-nine percent (299%<B>)</B>
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<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">of the Adjusted Bonus Amount, (iv)&nbsp;an amount equal to two hundred ninety-nine percent (299%)
of the Executive&#146;s Base Salary, (v)&nbsp;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)&nbsp;health insurance benefits substantially commensurate with the
Company&#146;s standard health insurance benefits for the Executive and the Executive&#146;s spouse and
dependents through the third anniversary of the Date of Termination; <U>provided</U>,
<U>however</U>, 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&nbsp;9(m)) shall run concurrently with any continuation coverage that the
Executive or the Executive&#146;s spouse and dependents are entitled to under COBRA and any rights
(including the length of coverage) that the Executive and the Executive&#146;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&#146;s spouse or dependents
pursuant to this Agreement, and (vii)&nbsp;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)&nbsp;through (iv)&nbsp;above will
collectively be referred to as the &#147;<U>Change in Control Severance Amount</U>.&#148; The Change in
Control Severance Amount will be paid to the Executive in a lump sum no later than sixty (60)&nbsp;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 <U>Exhibit&nbsp;A</U>. Payments pursuant to this <U>Section&nbsp;9(h)</U> will be made in
lieu of, and not in addition to, any payment pursuant to any other paragraph of this <U>Section
9</U>.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) <U>Date of Termination</U>. The Executive&#146;s Date of Termination will be (i)&nbsp;if the
Executive&#146;s employment is terminated pursuant to <U>Section&nbsp;9(b)</U>, the date of his death, (ii)
if the Executive&#146;s employment is terminated pursuant to <U>Section&nbsp;9(c)</U>, <U>Section&nbsp;9(d)</U>
or <U>Section&nbsp;9(e)</U>, the date on which a Notice of Termination is given, (iii)&nbsp;if the
Executive&#146;s employment is terminated pursuant to <U>Section&nbsp;9(f)</U>, the date specified in the
Notice of Resignation, (iv)&nbsp;if the Executive&#146;s employment is terminated pursuant to <U>Section
9(g)</U>, the date specified in the Notice of Resignation (<U>provided</U> that the Executive will
deliver such Notice of Resignation to the Company not less than thirty (30)&nbsp;days before the Date of
Termination specified therein), or (v)&nbsp;if the Executive&#146;s employment is terminated pursuant to
<U>Section&nbsp;9(h)</U>, the date specified in the Notice of Termination or the Notice of Resignation,
as applicable.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j)&nbsp;For the purposes of this Agreement, a &#147;<U>Change in Control</U>&#148; will mean any of the
following events:
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;any person or entity, including a &#147;group&#148; as defined in Section&nbsp;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&#146;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
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;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
</DIV>


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<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">in the aggregate by the holders of the Company&#146;s securities entitled to vote generally in the
election of directors of the Company immediately prior to such transaction; or
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;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&#146;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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because
any Person (the &#147;<U>Subject Person</U>&#148;) 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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k) <U>Delay of Payment Required by Section&nbsp;409A of the Code</U>. It is intended that (i)
each payment or installment of payments provided under this Agreement will be a separate &#147;payment&#148;
for purposes of Section&nbsp;409A of the Internal Revenue Code of 1986, as amended (the &#147;<U>Code</U>&#148;)
and (ii)&nbsp;that the payments will satisfy, to the greatest extent possible, the exemptions from the
application of Section&nbsp;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)&nbsp;that on
the date the Executive&#146;s employment with the Company terminates or at such other time that the
Company determines to be relevant, the Executive is a &#147;specified employee&#148; (as such term is defined
under Treasury Regulation&nbsp;1.409A-1(i)) of the Company and (ii)&nbsp;that any payments to be provided to
the Executive pursuant to this Agreement are or may become subject to the additional tax under
Section&nbsp;409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section&nbsp;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)&nbsp;months after the date of the Executive&#146;s &#147;separation from
service&#148; (as such term is defined under Treasury Regulation&nbsp;1.409A-1(h)) with the Company. Any
payments delayed pursuant to this <U>Section&nbsp;9(k)</U> will be made in a lump sum on the first day
of the seventh month following the Executive&#146;s &#147;separation from service&#148; (as such term is defined
under Treasury Regulation&nbsp;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&#146;s
employment under this Agreement or thereafter provides for a &#147;deferral of compensation&#148; within the
meaning of Section&nbsp;409A of the Code, (i)&nbsp;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)&nbsp;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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(l) <U>Other Agreements</U>. This Agreement does not replace or supersede the Executive&#146;s
Amended and Restated Salary Continuation Agreement with the Company. No reduction of
</DIV>


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<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">amounts to be paid hereunder shall be made with respect to amounts of any payments made under
the Salary Continuation Agreement.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(m) <U>Insurance</U>. In the event of termination under <U>subsections 9(a)</U>,
<U>(c)</U>, <U>(e)</U>, <U>(f)</U>, <U>(g)</U>, or <U>(h)</U>, 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&#146;s then-existing health insurance
plan, at the Executive&#146;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&#146;s health insurance plan, such Medicare coverage shall be primary.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>10.&nbsp;</B><U><B>Representations</B></U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>11.&nbsp;</B><U><B>Assignment; Binding Agreement</B></U>. 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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>12.&nbsp;</B><U><B>Confidentiality; Non-Solicitation; Non-Competition</B></U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) <U>Non-Solicitation</U>. The Executive agrees that for a period of one (1)&nbsp;year after
the Date of Termination if the Executive receives a payment under <U>Section&nbsp;9(e)</U>, <U>Section
9(f)</U> or <U>Section&nbsp;9(h)</U>, 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&#146;s executive officers to terminate their
employment or agency with the Company, except with the Company&#146;s express written consent.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) <U>Non-competition.</U> 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)&nbsp;months
following termination of Executive&#146;s employment with the Company (the &#147;<U>Non-compete Period</U>&#148;)
if the Executive receives a payment under <U>Section&nbsp;9(e)</U>, <U>Section&nbsp;9(f)</U> or <U>Section
9(h)</U>, 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&#146;s menu in a geographic
market where the Company operates a restaurant at the time of the termination of the Executive (the
&#147;<U>Company Business</U>&#148;). For the purposes of this <U>subsection (b)</U>, Executive
understands that he shall be competing if he engages in any or all of the
</DIV>


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<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">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; <U>provided</U>, <U>however</U>, that at such time as he is no
longer employed by the Company, Executive&#146;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 <U>subsection (b)</U>.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The parties intend that each of the covenants contained in this <U>Section&nbsp;12</U> 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 <U>Section&nbsp;12</U>. 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 <U>Section&nbsp;12</U> 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 <U>Section&nbsp;12</U> 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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;If the Executive will be in violation of any provision of this <U>Section&nbsp;12</U>, then
each time limitation set forth in this <U>Section&nbsp;12</U> 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 <U>Section&nbsp;12</U>
will be extended for a period of time equal to the pendency of such proceedings, including all
appeals by the Executive.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>13.&nbsp;</B><U><B>Confidentiality</B></U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;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&#146;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&#146;s relationship with the Company
(except in the course of Executive&#146;s performance of his duties) shall constitute a misappropriation
of the Company&#146;s trade secrets.
</DIV>


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<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The above restrictions on disclosure and use of confidential information shall not prevent
Executive from: (i)&nbsp;using or disclosing information in the good faith performance of his duties on
behalf of the Company; (ii)&nbsp;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&#146;s duties on behalf of the
Company or as authorized in writing by the Company; (iv)&nbsp;at any time after the period of
Executive&#146;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)&nbsp;using or disclosing
information which was not disclosed to Executive by the Company or otherwise during the period of
Executive&#146;s employment which is then disclosed to Executive after termination of Executive&#146;s
employment with the Company by a third party who is under no duty or obligation not to disclose
such information; or (vi)&nbsp;disclosing information as required by law. If Executive becomes legally
compelled to disclose any of the confidential information, Executive shall (i)&nbsp;provide the Company
with reasonable prior written notice of the need for such disclosure such that the Company may
obtain a protective order; (ii)&nbsp;if disclosure is required, furnish only that portion of the
confidential information which, in the written opinion of Executive&#146;s counsel delivered to the
Company, is legally required; and (iii)&nbsp;exercise reasonable efforts to obtain reliable assurances
that confidential treatment shall be accorded to the confidential information.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>14.&nbsp;</B><U><B>Company Remedies</B></U>. 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
<U>Section&nbsp;12</U> or <U>Section&nbsp;13</U> hereof, the Executive agrees that the Company would be
entitled to injunctive relief, which entails that (i)&nbsp;it would be difficult to replace the
Executive&#146;s services; (ii)&nbsp;the Company would suffer irreparable harm that would not be adequately
compensated by monetary damages and (iii)&nbsp;the remedy at law for any breach of any of the provisions
of <U>Section&nbsp;12</U> or <U>Section&nbsp;13</U> 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)&nbsp;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 <U>Sections&nbsp;12</U> and <U>13</U> hereunder,
(ii)&nbsp;in the event of such breach, recover an amount equal to the after-tax payments previously made
to the Executive under <U>Section&nbsp;9(e)(iii)</U>, <U>9(e)(iv)</U>, <U>9(f)(iii)</U>,
<U>9(f)(iv)</U>, or <U>9(h)(iii)</U>, <U>9(h)(iv)</U>, and (iii)&nbsp;obtain preliminary and
permanent injunctive relief and specific performance for any actual or threatened violation of
<U>Section&nbsp;12</U> or <U>Section&nbsp;13</U> 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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>15.&nbsp;</B><U><B>Certain Additional Payments by the Company</B></U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;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 <U>Section&nbsp;15</U>) (a &#147;<U>Payment</U>&#148;) would be subject to the excise tax imposed by
Section&nbsp;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 &#147;<U>Excise Tax</U>&#148;), then the Executive will be entitled to
receive an additional payment (a &#147;<U>Gross-Up Payment</U>&#148;) 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
</DIV>


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<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Subject to the provisions of <U>Section&nbsp;15(c)</U>, all determinations required to be made
under this <U>Section&nbsp;15</U>, 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&#146;s regular certified public accounting firm (the &#147;<U>Accounting
Firm</U>&#148;), which will provide detailed supporting calculations both to the Company and the
Executive within fifteen (15)&nbsp;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 <U>Section&nbsp;15</U>, will be paid
by the Company to the Executive, net of any of the Company&#146;s federal or state withholding
obligations with respect to such Payment, within five (5)&nbsp;days of the receipt of the Accounting
Firm&#146;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&nbsp;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
(&#147;<U>Underpayment</U>&#148;), consistent with the calculations required to be made hereunder. If the
Company exhausts its remedies pursuant to <U>Section&nbsp;15(c)</U> 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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;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)&nbsp;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:
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;give the Company any information reasonably requested by the Company relating to such
claim,
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;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,
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;cooperate with the Company in good faith in order effectively to contest such claim, and
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;permit the Company to participate in any proceedings relating to such claim;
<U>provided</U>, <U>however</U>, 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
</DIV>


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<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">expenses. Without limitation of the foregoing provisions of this <U>Section&nbsp;15(c)</U>, 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;
<U>provided</U>, <U>however</U>, 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
<U>provided</U>, <U>further</U>, <U>that</U> 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&#146;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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;If, after the receipt by the Executive of an amount advanced by the Company pursuant to
<U>Section&nbsp;15(c)</U>, the Executive becomes entitled to receive any refund with respect to such
claim, the Executive will (subject to the Company&#146;s complying with the requirements of <U>Section
15(c)</U>) 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 <U>Section&nbsp;15(c)</U>, 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)&nbsp;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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;Notwithstanding any other provision of this <U>Section&nbsp;15</U>, any Gross-Up Payment or
Underpayment due to the Executive hereunder will be paid in accordance with this <U>Section
15</U>, but in no event may any such payments be made later than December&nbsp;31 of the year following
the year (i)&nbsp;any excise tax is paid to the Internal Revenue Service regarding this <U>Section
15</U> or (ii)&nbsp;any tax audit or litigation brought by the Internal Revenue Service or other
relevant taxing authority related to this <U>Section&nbsp;15</U> is completed or resolved.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>16.&nbsp;</B><U><B>Entire Agreement</B></U>. 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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>17.&nbsp;</B><U><B>Amendment, Modification or Waiver</B></U>. 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.
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>18.&nbsp;</B><U><B>Notices</B></U>. 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:
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="90%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="20%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="40%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
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<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">To the Executive at:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Mark A. Parkey<BR>
106 Walnut Grove Drive<BR>
Franklin, TN 37069<BR>
Facsimile: (615) &#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">With a copy to:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Facsimile: (&#95;&#95;&#95;) &#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">To the Company at:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">J. Alexander&#146;s Corporation<BR>
3401 West End Avenue<BR>
Suite&nbsp;260<BR>
Nashville, TN 37203<BR>
Attention: Chief Executive Officer<BR>
Facsimile: (615)&nbsp;269-1999</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">With a copy to:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">F. Mitchell Walker, Jr.<BR>
Bass, Berry &#038; Sims PLC<BR>
315 Deaderick Street, Suite&nbsp;2700<BR>
Nashville, Tennessee 37238-3001<BR>
Facsimile: (615)&nbsp;742-2775</TD>
</TR>
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</TABLE>
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">Any notice delivered personally or by courier under this <U>Section&nbsp;18</U> 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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>19.&nbsp;</B><U><B>Severability</B></U>. 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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>20.&nbsp;</B><U><B>Governing Law</B></U>. 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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>21.&nbsp;</B><U><B>Jurisdiction and Venue</B></U>. 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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>22.&nbsp;</B><U><B>Headings</B></U>. 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
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">heading of any section or paragraph.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>23.&nbsp;</B><U><B>Withholding</B></U>. All payments to the Executive under this Agreement will be reduced
by all applicable withholding required by federal, state or local law.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>24.&nbsp;</B><U><B>Counterparts</B></U>. 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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>25.&nbsp;</B><U><B>Expenses Incurred in Enforcing this Agreement</B></U>. 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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>26.&nbsp;</B><U><B>Tax Matters</B></U><B>. </B>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&nbsp;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
<U>Section&nbsp;9</U> above). Further, by the acceptance of this Agreement, the Executive acknowledges
that (i)&nbsp;Executive has obtained independent tax advice regarding the application of Section&nbsp;409A of
the Code to the payments due to the Executive hereunder, (ii)&nbsp;Executive retains full responsibility
for the potential application of Section&nbsp;409A of the Code to the tax and legal consequences of
payments payable to the Executive hereunder and (iii)&nbsp;the Company shall not indemnify or otherwise
compensate the Executive for any violation of Section&nbsp;409A of the Code that may occur in connection
with this Agreement (including, without limitation, payments pursuant to <U>Section&nbsp;9</U> 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&nbsp;409A.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><I>&#091;Signature Page Follows&#093;</I>
</DIV>


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<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>IN WITNESS WHEREOF</B>, the parties hereto have executed this Employment Agreement effective as of
date set forth above.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 24pt; margin-left: 50%"><B>J. ALEXANDER&#146;S CORPORATION</B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt; margin-left: 50%">By: /s/ Lonnie J. Stout<BR>
Name: Lonnie J. Stout<BR>
Title: Chairman, Chief Executive Officer and President<BR>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 24pt; margin-left: 50%"><B>EXECUTIVE</B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt; margin-left: 50%">/s/ Mark A. Parkey<BR>
Mark A. Parkey

</DIV>

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</DIV>

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<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>6
<FILENAME>g17187exv10w5.htm
<DESCRIPTION>EX-10.5
<TEXT>
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<HEAD>
<TITLE>EX-10.5</TITLE>
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<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>Exhibit&nbsp;10.5</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>AMENDED AND RESTATED SALARY CONTINUATION AGREEMENT</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Amended and Restated Salary Continuation Agreement (&#147;Agreement&#148;), 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&#146;s Corporation, a Tennessee corporation with
its principal office in Nashville, Tennessee (the &#147;Corporation&#148;), and Lonnie J. Stout II, a
resident of Brentwood, Tennessee (&#147;Employee&#148;).
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For and in consideration of the mutual covenants contained herein, the parties hereto agree as
follows:
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;<U>Recitals</U>. 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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;<U>Definitions</U>.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;a. &#147;Base Salary&#148; for purposes of calculating a benefit hereunder as of a specific date
shall be the greater of (i)&nbsp;the Employee&#146;s actual annual base salary in effect as of that
date or (ii)&nbsp;the average of the Employee&#146;s annual base salary for the three full fiscal
years immediately preceding the Separation from Service.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;b. &#147;Beneficiary&#148; or &#147;Beneficiaries&#148; shall mean the person(s) designated as the
Employee&#146;s beneficiary or beneficiaries in an election form filed by the Employee with the
Corporation, or in the absence of such designation, the Employee&#146;s Beneficiary shall be
deemed to be the Employee&#146;s estate.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;c. &#147;Change in Control&#148; shall mean a &#147;change in control&#148; of the Corporation as defined
in Section 2(g) of the J. Alexander&#146;s Corporation Amended and Restated 2004 Equity Incentive
Plan.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;d. &#147;Code&#148; 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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;e. &#147;Conversion Interest Rate&#148; shall mean seven percent (7%).
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;f. &#147;Employee&#146;s Early Retirement Date&#148; shall mean the date of the Employee&#146;s Separation
from Service before attaining his Normal Retirement Age, for reasons other than death.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;g. &#147;Employee&#146;s Normal Retirement Date&#148; shall mean the date of the Employee&#146;s Separation
from Service on or after the Employee attaining his Normal Retirement Age.
</DIV>

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<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;h. &#147;ERISA&#148; shall mean the Employee Retirement Income Security Act of 1974.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;i. &#147;Normal Retirement Age&#148; shall mean the date the Employee attains age 65.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;j. &#147;Qualified Change in Control&#148; shall mean a &#147;change in the ownership&#148; or &#147;effective
control&#148; of the Corporation, or a &#147;change in the ownership of a substantial portion of the
assets&#148; of the Corporation as defined in Treasury Regulation&nbsp;1.409A-3(i)(5).
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;k. &#147;Separation from Service&#148; shall mean a &#147;separation from service&#148; as defined in
Treasury Regulation&nbsp;1.409A-1(h). Pursuant to Treasury Regulation&nbsp;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)&nbsp;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)&nbsp;months).
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;l. &#147;Treasury Regulations(s)&#148; shall mean the regulations promulgated by the Treasury
Department under the Code.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">Other terms may be defined in sections of this Agreement where such terms are used.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;<U>Normal Retirement Benefit</U>. In the event of the Employee&#146;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&#146;s Base Salary as of the Employee&#146;s Normal Retirement
Date (the &#147;Normal Retirement Benefit&#148;). The Normal Retirement Benefit shall be payable to the
Employee in equal monthly installments, for a period of fifteen (15)&nbsp;years (one-hundred eighty
(180)&nbsp;payments) (the &#147;Normal Retirement Benefit Payment Period&#148;). The Normal Retirement Benefit
shall commence within thirty (30)&nbsp;days of the Employee&#146;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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;<U>Termination of Employment Prior to Normal Retirement Age</U>. In the event of the
Employee&#146;s Separation from Service before the Employee&#146;s Normal Retirement Age for reasons other
than death, the Corporation shall pay to
the Employee a benefit (the &#147;Vested Benefit&#148;), as follows.
Where such Separation from Service occurs prior to the close of business on December&nbsp;26, 2008, the
Vested Benefit shall be a lump sum equal to the amount on Exhibit&nbsp;A applicable to 2008, which shall
be paid within thirty (30)&nbsp;days of the Employee&#146;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&nbsp;26, 2008 until and including the
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">close of business on December&nbsp;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&nbsp;1, 2009 (applying the Conversion Interest Rate as a discount rate and calculating the
present value thereof) and the amount on Exhibit&nbsp;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)&nbsp;days of
the Employee&#146;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&nbsp;1, 2009, the Vested Benefit shall be an annual benefit equal to fifty percent (50%) of the
Employee&#146;s Base Salary as of the Employee&#146;s Early Retirement Date paid in equal monthly
installments for a period of fifteen (15)&nbsp;years (one-hundred eighty (180)&nbsp;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&#146;s Separation from Service is less than the
designated dollar amount on attached <U>Exhibit&nbsp;A</U> as the vested amount that would apply on the
relevant date of termination (the &#147;Minimum Lump Sum&#148;), then the Employee shall instead receive a
Vested Benefit paid in equal monthly installments for a period of fifteen (15)&nbsp;years (one-hundred
eighty (180)&nbsp;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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;<U>Death Benefit</U>.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;a. <U>Death Prior to the Employee&#146;s Normal Retirement Age</U>. 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)&nbsp;payments) from the date of the Employee&#146;s death, whichever is
longer (the &#147;Death Benefit Payment Period&#148;). Such benefits shall (i)&nbsp;be payable in equal
monthly installments to the Employee&#146;s Beneficiary; (ii)&nbsp;commence within thirty (30)&nbsp;days of
the Employee&#146;s death (with the date of the initial payment within such period determined by
the Corporation in its sole discretion) and (iii)&nbsp;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&#146;s
Base Salary in effect hereunder as of the Employee&#146;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&#146;s Base Salary in effect hereunder as of the Employee&#146;s death.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;b. <U>Death after Normal Retirement Age, but prior to the Employee&#146;s Normal Retirement
Date</U>. If the Employee dies after attaining his Normal Retirement Age, but prior to the
Employee&#146;s Normal Retirement Date, the Employee&#146;s Beneficiary shall receive the Employee&#146;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)&nbsp;days of
the Employee&#146;s death (with the date of the initial
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">payment within such period determined by the Corporation in its sole discretion) and shall
continue for the Normal Retirement Payment Period.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;c. <U>Death after the Commencement of Benefits</U>. 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&#146;s Beneficiary
in the same manner and at the same times as they would have been paid to the Employee had he
survived.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;<U>Delay of Payments Pursuant to Section&nbsp;409A of the Code</U>. Notwithstanding anything
to the contrary in this Agreement, if (i)&nbsp;the Employee is a &#147;specified employee&#148; (as such term is
defined under Treasury Regulation&nbsp;1.409A-1(i)) of the Corporation on the date of the Employee&#146;s
Separation from Service and (ii)&nbsp;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&nbsp;409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section&nbsp;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)&nbsp;months after the date of the Employee&#146;s Separation
from Service from the Corporation, or, if earlier, the date of the Employee&#146;s death. Any payments
delayed pursuant to this Section&nbsp;6 shall be made in a lump sum on the first day of the seventh
month following the Employee&#146;s Separation
from Service or, if earlier, the date of the Employee&#146;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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;<U> Funding upon a Change in Control</U>. Upon a Change in Control, the Corporation shall
establish a &#147;rabbi trust&#148; in accordance with Revenue Procedure 92-64 and subsequent guidance
published by the Internal Revenue Service (the &#147;Trust&#148;) and shall contribute an amount sufficient
based on projected benefits to fund the Employee&#146;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&#146;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&#146;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&nbsp;7 at the time
any calculation is performed: (i)&nbsp;an interest rate equal to the Conversion Interest Rate; (ii)&nbsp;a
turnover rate of zero; (iii)&nbsp;an assumption that the Employee will remain employed until his Normal
Retirement Date; and (iv)&nbsp;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
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">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&nbsp;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&#146;s obligation to make such payment to such person. Upon satisfaction
of the Corporation&#146;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&nbsp;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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;<U>Claims Procedure</U>. 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)&nbsp;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)&nbsp;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)&nbsp;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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.&nbsp;<U>Non-Assignable Benefits</U>. 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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.&nbsp;<U>Other Employment Benefits</U>. 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&#146;s Beneficiary by the Corporation.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.&nbsp;<U>No Contract of Employment</U>. 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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.&nbsp;<U>Benefits Not Funded</U>. Subject to Section&nbsp;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
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">shall not serve in any way as security to the Employee for the Corporation&#146;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&#146;s status is that of an unsecured creditor of the Corporation.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13.&nbsp;<U>Governing Law</U>. This Agreement shall be governed by and construed in accordance
with the laws of the State of Tennessee.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14. <U>Amendment</U>.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;a. <U>Amendment by the Corporation Prior to a Change in Control</U>. 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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;b. <U>Amendment by the Corporation upon or Following a Change in Control</U>. 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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.&nbsp;<U>Termination.</U>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;a. <U>Termination by Corporation prior to a Change in Control</U>. This Agreement may
be terminated by the Corporation under one of the following conditions:
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1) The Corporation may terminate this Agreement at its sole discretion,
provided that:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>All arrangements sponsored by the
Corporation that would be aggregated with this Agreement under
Section&nbsp;1.409A-1(c)(2) of the Treasury Regulations are
terminated with respect to all Employees;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>No payments will be made, other
than those otherwise payable under the terms of this Agreement
absent the Agreement&#146;s termination, within twelve (12)&nbsp;months of
the termination of the Agreement;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>All payments due to the Employee
under this Agreement will be made within twenty-four (24)&nbsp;months
of such termination;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(iv)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Corporation does not adopt a
new arrangement that would be aggregated with any terminated
arrangement under Section&nbsp;409A at any time within the three-year
period following the date of termination of this Agreement; and</TD>
</TR>



</TABLE>
</DIV>
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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(v)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The termination does not occur
proximate to a downturn in the financial health of the
Corporation.</TD>
</TR>

</TABLE>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) The Corporation, at its discretion, may terminate this Agreement within
twelve (12)&nbsp;months of a corporate dissolution taxed under Section&nbsp;331 of the Code,
or with the approval of a bankruptcy court pursuant to 11 U.S.C. &#167;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):
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The calendar year in which the
termination of this Agreement occurs;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The first calendar year in which
the amount is no longer subject to a substantial risk of
forfeiture; or</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The first calendar year in which
the payment is administratively practicable;</TD>
</TR>

</TABLE>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">If the Corporation terminates this Agreement pursuant to this Section&nbsp;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&nbsp;409A of
the Code .
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Termination by Corporation upon or Following a Change in
Control</U>. Upon a Change in Control and thereafter, this Agreement may not
be terminated by the Corporation under any circumstances.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.&nbsp;<U>Guaranty.</U> In the event of a Change in Control, the Corporation shall obtain
the guaranty of the Corporation&#146;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&#146;s
obligations hereunder shall constitute a material breach of this agreement by the
Corporation.
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Salary
Continuation Agreement as of the day and year first above written.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="45%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="45%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">J. ALEXANDER&#146;S CORPORATION</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">By: /s/ R. Gregory Lewis, Chief Financial Officer,
Vice-President, Finance</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Employee:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Lonnie J. Stout</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Lonnie J. Stout II</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->8<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><U><B>Exhibit&nbsp;A</B></U>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt">Minimum Lump Sum

</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="47%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Year of Termination</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Vested Amount</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD align="center"><DIV style="margin-left:15px; text-indent:-15px">2008</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">$1,172,895&nbsp;&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center"><DIV style="margin-left:15px; text-indent:-15px">2009</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">1,295,598</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD align="center"><DIV style="margin-left:15px; text-indent:-15px">2010</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">1,421,970</TD>
</TR>
<TR valign="bottom">
    <TD align="center"><DIV style="margin-left:15px; text-indent:-15px">2011</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">1,552,421</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD align="center"><DIV style="margin-left:15px; text-indent:-15px">2012</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">1,611,879</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt"><!-- Folio -->A-1<!-- /Folio -->
</DIV>



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<TYPE>EX-10.6
<SEQUENCE>7
<FILENAME>g17187exv10w6.htm
<DESCRIPTION>EX-10.6
<TEXT>
<HTML>
<HEAD>
<TITLE>EX-10.6</TITLE>
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<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>Exhibit&nbsp;10.6</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>AMENDED AND RESTATED SALARY CONTINUATION AGREEMENT</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Amended and Restated Salary Continuation Agreement (&#147;Agreement&#148;), 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&#146;s Corporation, a Tennessee corporation with
its principal office in Nashville, Tennessee (the &#147;Corporation&#148;), and R. Gregory Lewis, a resident
of Brentwood, Tennessee (&#147;Employee&#148;).
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For and in consideration of the mutual covenants contained herein, the parties hereto agree as
follows:
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1. <U>Recitals</U>. 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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2. <U>Definitions</U>.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;a. &#147;Base Salary&#148; for purposes of calculating a benefit hereunder as of a specific date
shall be the greater of (i)&nbsp;the Employee&#146;s actual annual base salary in effect as of that
date or (ii)&nbsp;the average of the Employee&#146;s annual base salary for the three full fiscal
years immediately preceding the Separation from Service.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;b. &#147;Beneficiary&#148; or &#147;Beneficiaries&#148; shall mean the person(s) designated as the
Employee&#146;s beneficiary or beneficiaries in an election form filed by the Employee with the
Corporation, or in the absence of such designation, the Employee&#146;s Beneficiary shall be
deemed to be the Employee&#146;s estate.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;c. &#147;Change in Control&#148; shall mean a &#147;change in control&#148; of the Corporation as defined
in Section 2(g) of the J. Alexander&#146;s Corporation Amended and Restated 2004 Equity Incentive
Plan.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;d. &#147;Code&#148; 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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;e. &#147;Conversion Interest Rate&#148; shall mean seven percent (7%).
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;f. &#147;Employee&#146;s Early Retirement Date&#148; shall mean the date of the Employee&#146;s Separation
from Service before attaining his Normal Retirement Age, for reasons other than death.
</DIV>

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<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;g. &#147;Employee&#146;s Normal Retirement Date&#148; shall mean the date of the Employee&#146;s Separation
from Service on or after the Employee attaining his Normal Retirement Age.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;h. &#147;ERISA&#148; shall mean the Employee Retirement Income Security Act of 1974.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;i. &#147;Normal Retirement Age&#148; shall mean the date the Employee attains age 65.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;j. &#147;Qualified Change in Control&#148; shall mean a &#147;change in the ownership&#148; or &#147;effective
control&#148; of the Corporation, or a &#147;change in the ownership of a substantial portion of the
assets&#148; of the Corporation as defined in Treasury Regulation&nbsp;1.409A-3(i)(5).
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;k. &#147;Separation from Service&#148; shall mean a &#147;separation from service&#148; as defined in
Treasury Regulation&nbsp;1.409A-1(h). Pursuant to Treasury Regulation&nbsp;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)&nbsp;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)&nbsp;months).
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;l. &#147;Treasury Regulations(s)&#148; shall mean the regulations promulgated by the Treasury
Department under the Code.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Other terms may be defined in sections of this Agreement where such terms are used.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3. <U>Normal Retirement Benefit</U>. In the event of the Employee&#146;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&#146;s Base Salary as of the Employee&#146;s Normal Retirement Date (the &#147;Normal
Retirement Benefit&#148;). The Normal Retirement Benefit shall be payable to the
Employee in equal monthly installments, for a period of fifteen (15)&nbsp;years
(one-hundred eighty (180)&nbsp;payments) (the &#147;Normal Retirement Benefit Payment
Period&#148;). The Normal Retirement Benefit shall commence within thirty (30)&nbsp;days of
the Employee&#146;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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4. <U>Termination of Employment Prior to Normal Retirement Age</U>. In the
event of the Employee&#146;s Separation from Service before the Employee&#146;s Normal
Retirement Age for reasons other than death, the Corporation shall pay to
</DIV>

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<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">the Employee a benefit (the &#147;Vested Benefit&#148;), as follows. Where such
Separation from Service occurs prior to the close of business on December&nbsp;26, 2008,
the Vested Benefit shall be a lump sum equal to the amount on Exhibit&nbsp;A applicable
to 2008 which shall be paid within thirty (30)&nbsp;days of the Employee&#146;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&nbsp;26, 2008 until and including the
close of business on December&nbsp;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&nbsp;1, 2009
(applying the Conversion Interest Rate as a discount rate and calculating the
present value thereof) and the amount on Exhibit&nbsp;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)&nbsp;days of the Employee&#146;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&nbsp;1, 2009,
the Vested Benefit shall be an annual benefit equal to fifty percent (50%) of the
Employee&#146;s Base Salary as of the Employee&#146;s Early Retirement Date paid in equal
monthly installments for a period of fifteen (15)&nbsp;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&#146;s Separation from Service is less than the designated dollar amount on
attached <U>Exhibit&nbsp;A</U> as the vested amount that would apply on the relevant
date of termination (the &#147;Minimum Lump Sum&#148;), then the Employee shall instead
receive a Vested Benefit paid in equal monthly installments for a period of fifteen
(15)&nbsp;years (one-hundred eighty (180)&nbsp;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.
</DIV>

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<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5. <U>Death Benefit</U>.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;a. <U>Death Prior to the Employee&#146;s Normal Retirement Age</U>. 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)&nbsp;payments) from the date of the Employee&#146;s death, whichever is
longer (the &#147;Death Benefit Payment Period&#148;). Such benefits shall (i)&nbsp;be payable in equal
monthly installments to the Employee&#146;s Beneficiary; (ii)&nbsp;commence within thirty (30)&nbsp;days of
the Employee&#146;s death (with the date of the initial payment within such period determined by
the Corporation in its sole discretion) and (iii)&nbsp;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&#146;s
Base Salary in effect hereunder as of the Employee&#146;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&#146;s Base Salary in effect hereunder as of the Employee&#146;s death.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;b. <U>Death after Normal Retirement Age, but prior to the Employee&#146;s Normal Retirement
Date</U>. If the Employee dies after attaining his Normal Retirement Age, but prior to the
Employee&#146;s Normal Retirement Date, the Employee&#146;s Beneficiary shall receive the Employee&#146;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)&nbsp;days of
the Employee&#146;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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;c. <U>Death after the Commencement of Benefits</U>. 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&#146;s Beneficiary
in the same manner and at the same times as they would have been paid to the Employee had he
survived.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 8%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6. <U>Delay of Payments Pursuant to Section&nbsp;409A of the Code</U>.
Notwithstanding anything to the contrary in this Agreement, if (i)&nbsp;the Employee is a
&#147;specified employee&#148; (as such term is defined under Treasury Regulation&nbsp;1.409A-1(i))
of the Corporation on the date of the Employee&#146;s Separation from Service and (ii)&nbsp;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&nbsp;409A(a)(1)(B) of the Code or any other taxes or penalties imposed
under Section&nbsp;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)&nbsp;months
after the date of the Employee&#146;s Separation from Service from the Corporation, or,
if earlier, the date of the Employee&#146;s death. Any payments delayed pursuant to this
Section&nbsp;6 shall be made in a lump sum on the first day of the seventh month
following the Employee&#146;s Separation
</DIV>

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<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 8%">from Service or, if earlier, the date of the Employee&#146;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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 8%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7. <U> Funding upon a Change in Control</U>. Upon a Change in Control, the
Corporation shall establish a &#147;rabbi trust&#148; in accordance with Revenue Procedure
92-64 and subsequent guidance published by the Internal Revenue Service (the
&#147;Trust&#148;) and shall contribute an amount sufficient based on projected benefits to
fund the Employee&#146;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&#146;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&#146;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&nbsp;7 at the time any
calculation is performed: (i)&nbsp;an interest rate equal to the Conversion Interest
Rate; (ii)&nbsp;a turnover rate of zero; (iii)&nbsp;an assumption that the Employee will
remain employed until his Normal Retirement Date; and (iv)&nbsp;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&nbsp;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&#146;s obligation to make such payment to
such person. Upon satisfaction of the Corporation&#146;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&nbsp;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.
</DIV>

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<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 8%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8. <U>Claims Procedure</U>. 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)&nbsp;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)&nbsp;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)&nbsp;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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 8%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9. <U>Non-Assignable Benefits</U>. 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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 8%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10. <U>Other Employment Benefits</U>. 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&#146;s Beneficiary by the
Corporation.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 8%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11. <U>No Contract of Employment</U>. 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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 8%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12. <U>Benefits Not Funded</U>. Subject to Section&nbsp;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&#146;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&#146;s status is that of an unsecured creditor of the
Corporation.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 8%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13. <U>Governing Law</U>. This Agreement shall be governed by and construed in
accordance with the laws of the State of Tennessee.
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 8%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14. <U>Amendment</U>.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;a. <U>Amendment by the Corporation Prior to a Change in Control</U>. 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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;b. <U>Amendment by the Corporation upon or Following a Change in Control</U>. 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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 8%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15. <U>Termination.</U>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;a. <U>Termination by Corporation prior to a Change in Control</U>. This Agreement may
be terminated by the Corporation under one of the following conditions:
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 8%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1) The Corporation may terminate this Agreement at its sole discretion,
provided that:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="12%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><div align="justify">All arrangements sponsored by the
Corporation that would be aggregated with this Agreement under
Section&nbsp;1.409A-1(c)(2) of the Treasury Regulations are
terminated with respect to all Employees;</div></TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="12%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><div align="justify">No payments will be made, other
than those otherwise payable under the terms of this Agreement
absent the Agreement&#146;s termination, within twelve (12)&nbsp;months of
the termination of the Agreement;</div></TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="12%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><div align="justify">All payments due to the Employee
under this Agreement will be made within twenty-four (24)&nbsp;months
of such termination;</div></TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="12%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(iv)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><div align="justify">The Corporation does not adopt a
new arrangement that would be aggregated with any terminated
arrangement under Section&nbsp;409A at any time within the three-year
period following the date of termination of this Agreement; and</div></TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="12%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(v)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><div align="justify">The termination does not occur
proximate to a downturn in the financial health of the
Corporation.</div></TD>
</TR>

</TABLE>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 8%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) The Corporation, at its discretion, may terminate this Agreement within
twelve (12)&nbsp;months of a corporate dissolution taxed under Section&nbsp;331 of the Code,
or with the approval of a bankruptcy court pursuant to 11 U.S.C. &#167;503(b)(1)(A),
provided that amounts deferred under this Agreement are included
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 8%">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):
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="12%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><div align="justify">The calendar year in which the
termination of this Agreement occurs;</div></TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="12%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><div align="justify">The first calendar year in which
the amount is no longer subject to a substantial risk of
forfeiture; or</div></TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="12%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><div align="justify">The first calendar year in which
the payment is administratively practicable;</div></TD>
</TR>

</TABLE>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 8%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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.
</DIV>
<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">If the Corporation terminates this Agreement pursuant to this Section&nbsp;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&nbsp;409A of
the Code .
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><div align="justify"><U>Termination by Corporation upon or Following a Change in
Control</U>. Upon a Change in Control and thereafter, this Agreement may not
be terminated by the Corporation under any circumstances.</div></TD>
</TR>

</TABLE>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16. <U>Guaranty.</U> In the event of a Change in Control, the Corporation shall obtain
the guaranty of the Corporation&#146;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&#146;s
obligations hereunder shall constitute a material breach of this agreement by the
Corporation.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->8<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Salary
Continuation Agreement as of the day and year first above written.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="45%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="45%">&nbsp;</TD>
</TR>


<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">J. ALEXANDER&#146;S CORPORATION</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">By: /s/ Lonnie J. Stout, Chairman, Chief Executive Officer and President</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Employee:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ R. Gregory Lewis</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">R. Gregory Lewis</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->9<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><U><B>Exhibit&nbsp;A</B></U>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt">Minimum Lump Sum

</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="76%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">Year of Termination</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">Amount Vested</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top" align="right">2008</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">381,387</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top" align="right">2009</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">420,862</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top" align="right">2010</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">461,413</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top" align="right">2011</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">502,599</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top" align="right">2012</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">544,750</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top" align="right">2013</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">587,774</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top" align="right">2014</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">631,796</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top" align="right">2015</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">676,853</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top" align="right">2016</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">722,952</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top" align="right">2017</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">769,668</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>





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</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>8
<FILENAME>g17187exv10w7.htm
<DESCRIPTION>EX-10.7
<TEXT>
<HTML>
<HEAD>
<TITLE>EX-10.7</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>Exhibit&nbsp;10.7</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>AMENDED AND RESTATED SALARY CONTINUATION AGREEMENT</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Amended and Restated Salary Continuation Agreement (&#147;Agreement&#148;), 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&#146;s Corporation, a Tennessee corporation with
its principal office in Nashville, Tennessee (the &#147;Corporation&#148;), and J. Michael Moore, a resident
of Nashville, Tennessee (&#147;Employee&#148;).
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For and in consideration of the mutual covenants contained herein, the parties hereto agree as
follows:
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;<U>Recitals</U>. 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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;<U>Definitions</U>.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;a. &#147;Base Salary&#148; for purposes of calculating a benefit hereunder as of a specific date
shall be the greater of (i)&nbsp;the Employee&#146;s actual annual base salary in effect as of that
date or (ii)&nbsp;the average of the Employee&#146;s annual base salary for the three full fiscal
years immediately preceding the Separation from Service.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;b. &#147;Beneficiary&#148; or &#147;Beneficiaries&#148; shall mean the person(s) designated as the
Employee&#146;s beneficiary or beneficiaries in an election form filed by the Employee with the
Corporation, or in the absence of such designation, the Employee&#146;s Beneficiary shall be
deemed to be the Employee&#146;s estate.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;c. &#147;Change in Control&#148; shall mean a &#147;change in control&#148; of the Corporation as defined
in Section 2(g) of the J. Alexander&#146;s Corporation Amended and Restated 2004 Equity Incentive
Plan.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;d. &#147;Code&#148; 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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;e. &#147;Conversion Interest Rate&#148; shall mean seven percent (7%).
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;f. &#147;Employee&#146;s Early Retirement Date&#148; shall mean the date of the Employee&#146;s Separation
from Service before attaining his Normal Retirement Age, for reasons other than death.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;g. &#147;Employee&#146;s Normal Retirement Date&#148; shall mean the date of the Employee&#146;s Separation
from Service on or after the Employee attaining his Normal Retirement Age.
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;h. &#147;ERISA&#148; shall mean the Employee Retirement Income Security Act of 1974.<BR>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;i. &#147;Normal Retirement Age&#148; shall mean the date the Employee attains age 65.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;j. &#147;Qualified Change in Control&#148; shall mean a &#147;change in the ownership&#148; or &#147;effective
control&#148; of the Corporation, or a &#147;change in the ownership of a substantial portion of the
assets&#148; of the Corporation as defined in Treasury Regulation&nbsp;1.409A-3(i)(5).
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;k. &#147;Separation from Service&#148; shall mean a &#147;separation from service&#148; as defined in
Treasury Regulation&nbsp;1.409A-1(h). Pursuant to Treasury Regulation&nbsp;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)&nbsp;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)&nbsp;months).
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;l. &#147;Treasury Regulations(s)&#148; shall mean the regulations promulgated by the Treasury
Department under the Code.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Other terms may be defined in sections of this Agreement where such terms are used.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;<U>Normal Retirement Benefit</U>. In the event of the Employee&#146;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&#146;s Base Salary as of the Employee&#146;s Normal Retirement
Date (the &#147;Normal Retirement Benefit&#148;). The Normal Retirement Benefit shall be payable to the
Employee in equal monthly installments, for a period of fifteen (15)&nbsp;years (one-hundred eighty
(180)&nbsp;payments) (the &#147;Normal Retirement Benefit Payment Period&#148;). The Normal Retirement Benefit
shall commence within thirty (30)&nbsp;days of the Employee&#146;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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;<U>Termination of Employment Prior to Normal Retirement Age</U>. In the event of the
Employee&#146;s Separation from Service before the Employee&#146;s Normal Retirement Age for reasons other
than death, the Corporation shall pay to the Employee a lump sum amount (the &#147;Vested Benefit&#148;), as
follows. Where such Separation from Service occurs prior to the close of business on December&nbsp;26,
2008, the Vested Benefit shall be a lump sum equal to the amount on Exhibit&nbsp;A applicable to 2008.
For each day beginning at the close of business on December&nbsp;26, 2008 until and including the close
of business on December&nbsp;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
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">the difference between the computed Vested Benefit applicable on January&nbsp;1, 2009 and the
amount on Exhibit&nbsp;A applicable to 2008. Where such Separation from Service occurs on or after
January&nbsp;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&#146;s Base Salary as of
the Employee&#146;s Early Retirement Date, payable in equal monthly installments for a period of fifteen
(15)&nbsp;years (one-hundred eighty (180)&nbsp;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&nbsp;4 as the Vested Benefit is less than the
designated dollar amount on attached <U>Exhibit&nbsp;A</U> as the vested amount that would apply on the
relevant date of termination (the &#147;Minimum Lump Sum&#148;), then the Minimum Lump Sum shall be paid in
lieu thereof. The Vested Benefit shall be paid within thirty (30)&nbsp;days of the Employee&#146;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&nbsp;1, 2009 under this Section&nbsp;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&#146;s
Base Salary as of the Employee&#146;s Early Retirement Date, paid in equal monthly installments for a
period of fifteen (15)&nbsp;years (one-hundred eighty (180)&nbsp;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)&nbsp;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&#146;s benefits under the Agreement prior to such attempted
modification shall remain effective.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;<U>Death Benefit</U>.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;a. <U>Death Prior to the Employee&#146;s Normal Retirement Age</U>. 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)&nbsp;payments) from the date of the Employee&#146;s death, whichever is
longer (the &#147;Death Benefit Payment Period&#148;). Such benefits shall (i)&nbsp;be payable in equal
monthly installments to the Employee&#146;s Beneficiary; (ii)&nbsp;commence within thirty (30)&nbsp;days of
the Employee&#146;s death (with the date of the initial payment within such period determined by
the Corporation in its sole discretion) and (iii)&nbsp;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&#146;s
Base Salary in effect hereunder as of the Employee&#146;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&#146;s Base Salary in effect hereunder as of the Employee&#146;s death.
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;b. <U>Death after Normal Retirement Age, but prior to the Employee&#146;s Normal Retirement
Date</U>. If the Employee dies after attaining his Normal Retirement Age, but prior to the
Employee&#146;s Normal Retirement Date, the Employee&#146;s Beneficiary shall receive the Employee&#146;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)&nbsp;days of
the Employee&#146;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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;c. <U>Death after the Commencement of Benefits</U>. 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&#146;s Beneficiary
in the same manner and at the same times as they would have been paid to the Employee had he
survived.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;<U>Delay of Payments Pursuant to Section&nbsp;409A of the Code</U>. Notwithstanding anything
to the contrary in this Agreement, if (i)&nbsp;the Employee is a &#147;specified employee&#148; (as such term is
defined under Treasury Regulation&nbsp;1.409A-1(i)) of the Corporation on the date of the Employee&#146;s
Separation from Service and (ii)&nbsp;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&nbsp;409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section&nbsp;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)&nbsp;months after the date of the Employee&#146;s Separation
from Service from the Corporation, or, if earlier, the date of the Employee&#146;s death. Any payments
delayed pursuant to this Section&nbsp;6 shall be made in a lump sum on the first day of the seventh
month following the Employee&#146;s Separation from Service or, if earlier, the date of the Employee&#146;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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;<U> Funding upon a Change in Control</U>. Upon a Change in Control, the Corporation shall
establish a &#147;rabbi trust&#148; in accordance with Revenue Procedure 92-64 and subsequent guidance
published by the Internal Revenue Service (the &#147;Trust&#148;) and shall contribute an amount sufficient
based on projected benefits to fund the Employee&#146;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&#146;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&#146;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&nbsp;7 at the time
any calculation is performed: (i)&nbsp;an interest rate equal to the Conversion Interest Rate; (ii)&nbsp;a
turnover rate of zero;
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->4<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">(iii)&nbsp;an assumption that the Employee will remain employed until his Normal Retirement Date;
and (iv)&nbsp;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&nbsp;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&#146;s
obligation to make such payment to such person. Upon satisfaction of the Corporation&#146;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&nbsp;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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;<U>Claims Procedure</U>. 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)&nbsp;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)&nbsp;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)&nbsp;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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.&nbsp;<U>Non-Assignable Benefits</U>. 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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.&nbsp;<U>Other Employment Benefits</U>. 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&#146;s Beneficiary by the Corporation.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->5<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.&nbsp;<U>No Contract of Employment</U>. 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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.&nbsp;<U>Benefits Not Funded</U>. Subject to Section&nbsp;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&#146;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&#146;s
status is that of an unsecured creditor of the Corporation.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13.&nbsp;<U>Governing Law</U>. This Agreement shall be governed by and construed in accordance
with the laws of the State of Tennessee.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.&nbsp;<U>Amendment</U>.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;a. <U>Amendment by the Corporation Prior to a Change in Control</U>. 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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;b. <U>Amendment by the Corporation upon or Following a Change in Control</U>. 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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.&nbsp;<U>Termination.</U>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;a. <U>Termination by Corporation prior to a Change in Control</U>. This Agreement may
be terminated by the Corporation under one of the following conditions:
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1) The Corporation may terminate this Agreement at its sole discretion,
provided that:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">All arrangements sponsored by the
Corporation that would be aggregated with this Agreement under
Section&nbsp;1.409A-1(c)(2) of the Treasury Regulations are
terminated with respect to all Employees;</DIV></TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">No payments will be made, other
than those otherwise payable under the terms of this Agreement
absent the Agreement&#146;s termination, within twelve (12)&nbsp;months of
the termination of the Agreement;</DIV></TD>
</TR>

</TABLE>
</DIV>
<P align="center" style="font-size: 10pt"><!-- Folio -->6<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">All payments due to the Employee
under this Agreement will be made within twenty-four (24)&nbsp;months
of such termination;</DIV></TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(iv)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">The Corporation does not adopt a
new arrangement that would be aggregated with any terminated
arrangement under Section&nbsp;409A at any time within the three-year
period following the date of termination of this Agreement; and</DIV></TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(v)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">The termination does not occur
proximate to a downturn in the financial health of the
Corporation.</DIV></TD>
</TR>

</TABLE>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) The Corporation, at its discretion, may terminate this Agreement within
twelve (12)&nbsp;months of a corporate dissolution taxed under Section&nbsp;331 of the Code,
or with the approval of a bankruptcy court pursuant to 11 U.S.C. &#167;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):
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">The calendar year in which the
termination of this Agreement occurs;</DIV></TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">The first calendar year in which
the amount is no longer subject to a substantial risk of
forfeiture; or</DIV></TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">The first calendar year in which
the payment is administratively practicable;</DIV></TD>
</TR>

</TABLE>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">If the Corporation terminates this Agreement pursuant to this Section&nbsp;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&nbsp;409A of
the Code .
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) <U>Termination by Corporation upon or Following a Change in
Control</U>. Upon a Change in Control and thereafter, this Agreement may not
be terminated by the Corporation under any circumstances.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->7<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.&nbsp;<U>Guaranty.</U> In the event of a Change in Control, the Corporation shall obtain
the guaranty of the Corporation&#146;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&#146;s obligations hereunder shall constitute a
material breach of this agreement by the Corporation.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->8<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Salary
Continuation Agreement as of the day and year first above written.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="50%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="40%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left" valign="top">J. ALEXANDER&#146;S CORPORATION</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">R. Gregory Lewis, Chief Financial Officer,<BR>
Vice-President, Finance</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Employee:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ J. Michael Moore<BR>
J. Michael Moore</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->9<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="right" style="font-size: 10pt; margin-top: 12pt">Exhibit&nbsp;10.7
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><U><B>Exhibit&nbsp;A</B></U>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">Minimum Lump Sum
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="75%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="45%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="45%">&nbsp;</TD>
</TR>
<TR style="font-size: 10pt" valign="bottom">
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Year of Termination</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Amount Vested</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">2008
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">$137,344&nbsp;&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD align="center" valign="top">2009
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">163,550</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">2010
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">190,439</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD align="center" valign="top">2011
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">217,967</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">2012
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">246,108</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD align="center" valign="top">2013
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">274,833</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">2014
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">304,100</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD align="center" valign="top">2015
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">333,910</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">2016
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">364,232</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD align="center" valign="top">2017
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">394,853</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">2018
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">425,225</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD align="center" valign="top">2019
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">456,166</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">2020
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">487,673</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD align="center" valign="top">2021
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">519,709</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">2022
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">552,243</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD align="center" valign="top">2023
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">584,725</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">2024
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">617,580</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt"><!-- Folio -->A-1<!-- /Folio -->
</DIV>




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<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>9
<FILENAME>g17187exv10w8.htm
<DESCRIPTION>EX-10.8
<TEXT>
<HTML>
<HEAD>
<TITLE>EX-10.8</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>Exhibit&nbsp;10.8</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>AMENDED AND RESTATED SALARY CONTINUATION AGREEMENT</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Amended and Restated Salary Continuation Agreement (&#147;Agreement&#148;), 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&#146;s Corporation, a Tennessee corporation with
its principal office in Nashville, Tennessee (the &#147;Corporation&#148;), and Mark A. Parkey, a resident of
Franklin, Tennessee (&#147;Employee&#148;).
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For and in consideration of the mutual covenants contained herein, the parties hereto agree as
follows:
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;<U>Recitals</U>. 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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;<U>Definitions</U>.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;a. &#147;Base Salary&#148; for purposes of calculating a benefit hereunder as of a specific date
shall be the greater of (i)&nbsp;the Employee&#146;s actual annual base salary in effect as of that
date or (ii)&nbsp;the average of the Employee&#146;s annual base salary for the three full fiscal
years immediately preceding the Separation from Service.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;b. &#147;Beneficiary&#148; or &#147;Beneficiaries&#148; shall mean the person(s) designated as the
Employee&#146;s beneficiary or beneficiaries in an election form filed by the Employee with the
Corporation, or in the absence of such designation, the Employee&#146;s Beneficiary shall be
deemed to be the Employee&#146;s estate.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;c. &#147;Change in Control&#148; shall mean a &#147;change in control&#148; of the Corporation as defined
in Section 2(g) of the J. Alexander&#146;s Corporation Amended and Restated 2004 Equity Incentive
Plan.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;d. &#147;Code&#148; 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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;e. &#147;Conversion Interest Rate&#148; shall mean seven percent (7%).
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;f. &#147;Employee&#146;s Early Retirement Date&#148; shall mean the date of the Employee&#146;s Separation
from Service before attaining his Normal Retirement Age, for reasons other than death.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;g. &#147;Employee&#146;s Normal Retirement Date&#148; shall mean the date of the Employee&#146;s Separation
from Service on or after the Employee attaining his Normal Retirement Age.
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;h. &#147;ERISA&#148; shall mean the Employee Retirement Income Security Act of 1974.<BR>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;i. &#147;Normal Retirement Age&#148; shall mean the date the Employee attains age 65.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;j. &#147;Qualified Change in Control&#148; shall mean a &#147;change in the ownership&#148; or &#147;effective
control&#148; of the Corporation, or a &#147;change in the ownership of a substantial portion of the
assets&#148; of the Corporation as defined in Treasury Regulation&nbsp;1.409A-3(i)(5).
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;k. &#147;Separation from Service&#148; shall mean a &#147;separation from service&#148; as defined in
Treasury Regulation&nbsp;1.409A-1(h). Pursuant to Treasury Regulation&nbsp;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)&nbsp;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)&nbsp;months).
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;l. &#147;Treasury Regulations(s)&#148; shall mean the regulations promulgated by the Treasury
Department under the Code.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Other terms may be defined in sections of this Agreement where such terms are used.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;<U>Normal Retirement Benefit</U>. In the event of the Employee&#146;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&#146;s Base Salary as of the Employee&#146;s Normal Retirement
Date (the &#147;Normal Retirement Benefit&#148;). The Normal Retirement Benefit shall be payable to the
Employee in equal monthly installments, for a period of fifteen (15)&nbsp;years (one-hundred eighty
(180)&nbsp;payments) (the &#147;Normal Retirement Benefit Payment Period&#148;). The Normal Retirement Benefit
shall commence within thirty (30)&nbsp;days of the Employee&#146;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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;<U>Termination of Employment Prior to Normal Retirement Age</U>. In the event of the
Employee&#146;s Separation from Service before the Employee&#146;s Normal Retirement Age for reasons other
than death, the Corporation shall pay to the Employee a lump sum amount (the &#147;Vested Benefit&#148;), as
follows. Where such Separation from Service occurs prior to the close of business on December&nbsp;26,
2008, the Vested Benefit shall be a lump sum equal to the amount on Exhibit&nbsp;A applicable to 2008.
For each day beginning at the close of business on December&nbsp;26, 2008 until and including the close
of business on December&nbsp;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
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">the difference between the computed Vested Benefit applicable on January&nbsp;1, 2009 and the
amount on Exhibit&nbsp;A applicable to 2008. Where such Separation from Service occurs on or after
January&nbsp;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&#146;s Base Salary as of
the Employee&#146;s Early Retirement Date, payable in equal monthly installments for a period of fifteen
(15)&nbsp;years (one-hundred eighty (180)&nbsp;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&nbsp;4 as the Vested Benefit is less than the designated dollar amount on attached
<U>Exhibit&nbsp;A</U> as the vested amount that would apply on the relevant date of termination (the
&#147;Minimum Lump Sum&#148;), then the Minimum Lump Sum shall be paid in lieu thereof. The Vested Benefit
shall be paid within thirty (30)&nbsp;days of the Employee&#146;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&nbsp;1, 2009 under this Section&nbsp;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&#146;s Base Salary as of the Employee&#146;s Early
Retirement Date, paid in equal monthly installments for a period of fifteen (15)&nbsp;years (one-hundred
eighty (180)&nbsp;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)&nbsp;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&#146;s benefits under the Agreement prior to such attempted modification shall remain
effective.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;<U>Death Benefit</U>.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;a. <U>Death Prior to the Employee&#146;s Normal Retirement Age</U>. 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)&nbsp;payments) from the date of the Employee&#146;s death, whichever is
longer (the &#147;Death Benefit Payment Period&#148;). Such benefits shall (i)&nbsp;be payable in equal
monthly installments to the Employee&#146;s Beneficiary; (ii)&nbsp;commence within thirty (30)&nbsp;days of
the Employee&#146;s death (with the date of the initial payment within such period determined by
the Corporation in its sole discretion) and (iii)&nbsp;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&#146;s
Base Salary in effect hereunder as of the Employee&#146;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&#146;s Base Salary in effect hereunder as of the Employee&#146;s death.
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;b. <U>Death after Normal Retirement Age, but prior to the Employee&#146;s Normal Retirement
Date</U>. If the Employee dies after attaining his Normal Retirement Age, but prior to the
Employee&#146;s Normal Retirement Date, the Employee&#146;s Beneficiary shall receive the Employee&#146;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)&nbsp;days of
the Employee&#146;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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;c. <U>Death after the Commencement of Benefits</U>. 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&#146;s Beneficiary
in the same manner and at the same times as they would have been paid to the Employee had he
survived.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;<U>Delay of Payments Pursuant to Section&nbsp;409A of the Code</U>. Notwithstanding anything
to the contrary in this Agreement, if (i)&nbsp;the Employee is a &#147;specified employee&#148; (as such term is
defined under Treasury Regulation&nbsp;1.409A-1(i)) of the Corporation on the date of the Employee&#146;s
Separation from Service and (ii)&nbsp;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&nbsp;409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section&nbsp;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)&nbsp;months after the date of the Employee&#146;s Separation
from Service from the Corporation, or, if earlier, the date of the Employee&#146;s death. Any payments
delayed pursuant to this Section&nbsp;6 shall be made in a lump sum on the first day of the seventh
month following the Employee&#146;s Separation from Service or, if earlier, the date of the Employee&#146;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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;<U> Funding upon a Change in Control</U>. Upon a Change in Control, the Corporation shall
establish a &#147;rabbi trust&#148; in accordance with Revenue Procedure 92-64 and subsequent guidance
published by the Internal Revenue Service (the &#147;Trust&#148;) and shall contribute an amount sufficient
based on projected benefits to fund the Employee&#146;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&#146;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&#146;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&nbsp;7 at the time
any calculation is performed: (i)&nbsp;an interest rate equal to the Conversion Interest Rate; (ii)&nbsp;a
turnover rate of zero;
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">(iii)&nbsp;an assumption that the Employee will remain employed until his Normal Retirement Date;
and (iv)&nbsp;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&nbsp;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&#146;s
obligation to make such payment to such person. Upon satisfaction of the Corporation&#146;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&nbsp;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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;<U>Claims Procedure</U>. 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)&nbsp;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)&nbsp;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)&nbsp;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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.&nbsp;<U>Non-Assignable Benefits</U>. 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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.&nbsp;<U>Other Employment Benefits</U>. 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&#146;s Beneficiary by the Corporation.
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.&nbsp;<U>No Contract of Employment</U>. 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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.&nbsp;<U>Benefits Not Funded</U>. Subject to Section&nbsp;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&#146;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&#146;s
status is that of an unsecured creditor of the Corporation.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13.&nbsp;<U>Governing Law</U>. This Agreement shall be governed by and construed in accordance
with the laws of the State of Tennessee.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.&nbsp;<U>Amendment</U>.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;a. <U>Amendment by the Corporation Prior to a Change in Control</U>. 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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;b. <U>Amendment by the Corporation upon or Following a Change in Control</U>. 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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.&nbsp;<U>Termination.</U>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;a. <U>Termination by Corporation prior to a Change in Control</U>. This Agreement may
be terminated by the Corporation under one of the following conditions:
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1) The Corporation may terminate this Agreement at its sole discretion,
provided that:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">All arrangements sponsored by the
Corporation that would be aggregated with this Agreement under
Section&nbsp;1.409A-1(c)(2) of the Treasury Regulations are
terminated with respect to all Employees;</DIV></TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">No payments will be made, other
than those otherwise payable under the terms of this Agreement
absent the Agreement&#146;s termination, within twelve (12)&nbsp;months of
the termination of the Agreement;</DIV></TD>
</TR>

</TABLE>
</DIV>
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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">All payments due to the Employee
under this Agreement will be made within twenty-four (24)&nbsp;months
of such termination;</DIV></TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(iv)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">The Corporation does not adopt a
new arrangement that would be aggregated with any terminated
arrangement under Section&nbsp;409A at any time within the three-year
period following the date of termination of this Agreement; and</DIV></TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(v)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">The termination does not occur
proximate to a downturn in the financial health of the
Corporation.</DIV></TD>
</TR>

</TABLE>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) The Corporation, at its discretion, may terminate this Agreement within
twelve (12)&nbsp;months of a corporate dissolution taxed under Section&nbsp;331 of the Code,
or with the approval of a bankruptcy court pursuant to 11 U.S.C. &#167;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):
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">The calendar year in which the
termination of this Agreement occurs;</DIV></TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">The first calendar year in which
the amount is no longer subject to a substantial risk of
forfeiture; or</DIV></TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">The first calendar year in which
the payment is administratively practicable;</DIV></TD>
</TR>

</TABLE>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">If the Corporation terminates this Agreement pursuant to this Section&nbsp;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&nbsp;409A of
the Code .
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) <U>Termination by Corporation upon or Following a Change in
Control</U>. Upon a Change in Control and thereafter, this Agreement may not
be terminated by the Corporation under any circumstances.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->7<!-- /Folio -->
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.&nbsp;<U>Guaranty.</U> In the event of a Change in Control, the Corporation shall obtain
the guaranty of the Corporation&#146;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&#146;s obligations hereunder shall constitute a
material breach of this agreement by the Corporation.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->8<!-- /Folio -->
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Salary
Continuation Agreement as of the day and year first above written.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="50%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="40%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left" valign="top">J. ALEXANDER&#146;S CORPORATION</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">R. Gregory Lewis, Chief Financial Officer,<BR>
Vice-President, Finance</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Employee:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Mark A. Parkey<BR>
Mark A. Parkey</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->9<!-- /Folio -->
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="right" style="font-size: 10pt; margin-top: 12pt">Exhibit&nbsp;10.8
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><U><B>Exhibit&nbsp;A</B></U>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">Minimum Lump Sum
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="75%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="45%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="45%">&nbsp;</TD>
</TR>
<TR style="font-size: 10pt" valign="bottom">
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Year of Termination</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Amount Vested</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">2008
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">$131,424&nbsp;&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD align="center" valign="top">2009
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">150,286</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">2010
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">169,651</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD align="center" valign="top">2011
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">189,541</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">2012
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">209,967</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD align="center" valign="top">2013
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">230,921</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">2014
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">251,985</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD align="center" valign="top">2015
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">273,516</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">2016
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">295,495</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD align="center" valign="top">2017
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">317,196</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">2018
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">339,275</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD align="center" valign="top">2019
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">361,721</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">2020
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">384,333</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD align="center" valign="top">2021
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">407,341</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">2022
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">430,766</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD align="center" valign="top">2023
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">454,573</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">2024
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">478,746</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD align="center" valign="top">2025
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">503,246</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">2026
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">528,014</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD align="center" valign="top">2027
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">553,034</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt"><!-- Folio -->10<!-- /Folio -->
</DIV>




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