<PAGE>
EXHIBIT 10.1
AMENDED AND RESTATED STANDSTILL AGREEMENT
This
AMENDED AND RESTATED STANDSTILL AGREEMENT dated as of July 31,
2005,
among Solidus Company (formerly known as
Solidus, LLC), a Tennessee general
partnership ("Solidus"), and J. Alexander's
Corporation, a Tennessee corporation
(the "Company").
Solidus
owns 1,747,846 shares of Common Stock, $.05 par value, of the
Company (the "Common Stock"), and Solidus
and the Company have been bound by a
Stock Purchase and Standstill Agreement
dated as of March 22, 1999, which
provided for the purchase by Solidus of
shares of Common Stock and imposed
certain restrictions on Solidus' ability to
transfer shares of Common Stock and
other activities, which restrictions were
to expire on March 22, 2006. The Stock
Purchase and Standstill Agreement was
amended by a First Amendment to Stock
Purchase and Standstill Agreement dated as
of August 11, 2003 ("First
Amendment"). This Standstill Agreement
amends and restates the Stock Purchase
and Standstill Agreement, which is hereby
terminated.
NOW,
THEREFORE, in consideration of the promises herein made and
other
good and valuable consideration, the
receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby
agree as follows:
ARTICLE I. STANDSTILL AGREEMENT
For
purposes of this Article: "Solidus" means Solidus Company, a
Tennessee
general partnership, its affiliates, its
subsidiaries, and other corporations,
entities and persons under its direct or
indirect control or under common
control or acting on its behalf or in
concert with it (including, but not
limited to, Solidus Partners, L.P.), except
as to Section 1.1(A)(4), which shall
bind only Solidus, Solidus Partners, L.P.,
any successor investment
partnerships, and persons receiving
partnership distributions from such
entities; and "Voting Securities" means
Common Stock and any other securities of
the Company entitled to vote generally for
the election of directors.
1.1.
Solidus covenants and agrees as follows:
(A) Until December 1, 2009 (or at the end of any Extension if
the
Company
does not then pay the Minimum Dividend required to effect an
additional
Extension), Solidus will not, without the prior consent of the
Company's
Board of Directors specifically expressed in a resolution
adopted by
a majority of the directors of the Company who are not
employees,
directors or designees of Solidus:
(1) acquire, directly or indirectly, by purchase or otherwise,
any Voting Securities, if after such acquisition Solidus would
hold
<PAGE>
beneficially or of record in the aggregate more than 33.0% of
the
Voting Securities then outstanding;
(2) solicit proxies with respect to Voting Securities under
any circumstances; provided however, that this prohibition shall
not
apply to a solicitation made by the Company's Board of Directors
if
an affiliate or designee of Solidus is a member of the
Company's
Board of Directors;
(3) deposit any Voting Securities in a voting trust or any
similar arrangement; or
(4) sell, transfer or otherwise dispose of any Voting
Securities, except:
(a) to the Company or to any person, corporation, entity or
group
approved
by the Company;
(b) to any affiliate, subsidiary or entity under the direct or
indirect
control of, or under common control with, Solidus; or
(c) pursuant to the provisions of Section 1.5 below.
(B) The restrictions set forth in Paragraph (A) (1) and (A) (2)
hereof
shall terminate if:
(1) At any time, any corporation, entity, person or group
(other than the Company) makes a tender or exchange offer to
holders
of Voting Securities which, if successful, would result in such
person holding in excess of 10% of the outstanding Voting
Securities. For purposes of this Paragraph (B) (1) a tender or
exchange offer shall be deemed to have been made when (but not
before) offering
documents are first published, sent or given to
holders of Voting Securities.
(2) At any time, any corporation, entity, person or group
other than Solidus files:
(a) A notice under Section 7A of the Clayton Act relating to
the
intention
to acquire more than 15% of the outstanding Voting Securities,
or
(b) a Schedule 13D under the Securities Exchange Act of 1934
(the
"Exchange
Act") relating to the acquisition of more than 10% of the
outstanding Voting Securities.
(3) At any time the Company proposes, authorizes or adopts a
merger, consolidation, sale of all or substantially all its
assets
or other transaction or series of transactions pursuant to
which
shareholders of the
2
<PAGE>
Company would receive for their shares securities of one or
more
entities or cash or property or some combination thereof;
provided,
however, that this subparagraph (3) shall not apply to a plan
of
complete liquidation adopted by the shareholders of the
Company.
(4) During any period of two consecutive years, individuals
who at the beginning of any such two-year period constituted
the
Board of Directors of the Company cease to constitute at least
a
majority thereof. However, if the election, or nomination for
election by the Company's shareholders, of a 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 such period,
then
such new director will be treated as if he were an individual
who
served at the beginning of the two-year period for purposes of
the
determination made in the preceding sentence.
1.2. The
Company covenants and agrees as follows:
(A) The Company will not interpose any objection or take any
legal
action as
a plaintiff in connection with the acquisition by Solidus of up
to 33.0%
of the Voting Securities.
(B) The Company agrees to give Solidus prompt notice of the
receipt
of (i) any
written notice from any corporation, entity, person or group
couched in
such terms as to put the Company reasonably on notice of the
likelihood
that such corporation, entity, person or group will seek to
acquire
more than 10% of the outstanding Voting Securities, (ii) any
notice
under Section 7A of the C
