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EXHIBIT 10.1
J. ALEXANDER'S CORPORATION
FORM OF 2005 INCENTIVE STOCK OPTION AGREEMENT
THIS INCENTIVE STOCK OPTION AGREEMENT (this "Agreement") is made
and
entered into as of this 21st day of
December, 2005 (the "Grant Date"), by and
between J. Alexander's Corporation, a
Tennessee corporation (together with its
Subsidiaries and Affiliates, the
"Company"), and __________________ (the
"Optionee"). Capitalized terms not
otherwise defined herein shall have the
meaning ascribed to such terms in the J.
Alexander's Corporation 2004 Equity
Incentive Plan (the "Plan").
WHEREAS, the Company has adopted the Plan, which permits the
issuance
of stock options for the purchase of shares
of the common stock, par value $.05
per share, of the Company (the "Shares");
and
WHEREAS, the Company desires to afford the Optionee an opportunity
to
purchase Shares as hereinafter provided in
accordance with the provisions of the
Plan;
NOW, THEREFORE, in consideration of the mutual covenants
hereinafter
set forth and for other good and valuable
consideration, the receipt and
sufficiency of which are hereby
acknowledged, the parties hereto, intending to
be legally bound hereby, agree as
follows:
1.
Grant of Option.
(a) The
Company grants as of the date of this Agreement
the right and option (the "Options") to
purchase the following numbers of
Shares, in whole or in part (the "Option
Stock"): ___ Shares at an exercise
price of $8.22 per Share and ___ Shares at
an exercise price of $9.50 per Share,
on the terms and conditions set forth in
this Agreement and subject to all
provisions of the Plan. The Optionee,
holder or beneficiary of the Option shall
not have any of the rights of a shareholder
with respect to the Option Stock
until such person has become a holder of
such Shares by the due exercise of the
Option and payment of the Option Payment
(as defined in Section 3 below) in
accordance with this Agreement.
(b) The Option
shall be an incentive stock option within
the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the
"Code"), and this Agreement shall be
interpreted in a manner consistent
therewith. In order to provide the Company
with the opportunity to claim the
benefit of any income tax deduction which
may be available to it upon the
exercise of the Option, and in order to
comply with all applicable federal or
state tax laws or regulations, the Company
may take such action as it deems
appropriate to insure that, if necessary,
all applicable federal, state or other
taxes are withheld or collected from the
Optionee.
2.
Exercise of Option; Restrictions on Resale. The Optionee may
exercise the Option at any time after the
date hereof. In consideration for the
Option, the Optionee agrees not to sell,
contract to sell, grant any option to
purchase, transfer the economic risk of
ownership in, make any short sale of,
pledge or otherwise transfer or dispose of
any Shares (or any interest in any
Shares) (the foregoing are defined as the
"Resale Restrictions") until December
21, 2007.
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Notwithstanding the foregoing, in the event
the Optionee's employment or service
with the Company is terminated for any
reason, 100% of the Shares underlying the
Options shall become free from the Resale
Restrictions on the effective date of
termination.
3.
Manner of Exercise. The Option may be exercised in whole or in
part at any time within the period
permitted hereunder for the exercise of the
Option, with respect to whole Shares only,
by serving written notice of intent
to exercise the Option delivered to the
Company at its principal office (or to
the Company's designated agent), stating
the number of Shares to be purchased,
the person or persons in whose name the
Shares are to be registered and each
such person's address and social security
number. Such notice shall not be
effective unless accompanied by payment in
full of the Option Price for the
number of Shares with respect to which the
Option is then being exercised (the
"Option Payment") and cash equal to the
required withholding taxes as set forth
by Internal Revenue Service and applicable
State tax guidelines for the
employer's minimum statutory withholding.
The Option Payment shall be made in
cash or cash equivalents or in whole Shares
that have been held by the Optionee
for at least six months prior to the date
of exercise valued at the Shares' Fair
Market Value on the date of exercise (or
next succeeding trading date if the
date of exercise is not a trading date),
together with any applicable
withholding taxes, or by a combination of
such cash (or cash equivalents) and
Shares. The Optionee shall not be entitled
to tender Shares pursuant to
successive, substantially simultaneous
exercises of the Option or any other
stock option of the Company. Subject to
applicable securities laws and the
Resale Restrictions, the Optionee may also
exercise the Option by delivering a
notice of exercise of the Option and by
simultaneously selling the Shares of
Option Stock thereby acquired pursuant to a
brokerage or similar agreement
approved in advance by proper officers of
the Company, using the proceeds of
such sale as payment of the Option Payment,
together with any applicable
withholding taxes. The Optionee shall
notify the Company of any disposition of
shares acquired under this Agreement if
such disposition occurs within two years
after the date of grant or one year after
the date of exercise of the Option.
For purposes of this Agreement, "Fair
Market Value" means the closing sales
price of the Shares on the American Stock
Exchange.
4.
Termination of Option. The Option will expire ten years from
the date of grant of the Option (the
"Term") with respect to any then
unexercised portion thereof, unless
terminated earlier as set forth below:
(a)
Termination by Death. If the Optionee's employment by
the Company terminates by reason of death,
or if the Optionee dies within three
months after termination of such employment
for any reason other than Cause,
this Option may thereafter be exercised, to
the extent the Option was
exercisable at the time of such
termination, by the legal representative of the
estate or by the legatee of the Optionee
under the will of the Optionee, for a
period of one year from the date of death
or until the expiration of the Term of
the Option, whichever period is the
shorter.
(b)
Termination by Reaso
