THIRD AMENDMENT TO
J. ALEXANDER'S CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
WHEREAS, effective as of January 1, 1992, Volunteer Capital Corporation, a Tennessee corporation, now J.
Alexander's Corporation ("Company"), adopted the Volunteer Capital Corporation Employee Stock Ownership
Plan, which was subsequently renamed the J. Alexander's Corporation Employee Stock Ownership Plan
WHEREAS, the Company desires to amend the Plan (i) to remove the requirement that a participant must wait
until at least age 60 to receive his benefits if he does not elect a distribution at the customary time after termination
of employment, (ii) to remove to the extent permitted by law the requirement that distributions commence at age
70 1/2 even though the participant has not retired, (iii) to increase the limit for an involuntary cashout to $5,000,
(iv) to reflect the change in the name of the Plan, and (v) to make certain other technical changes required by
changes in federal tax law.
NOW, THEREFORE, effective on January 1, 1997, except as otherwise indicated, the Company amends its
Plan in the following respects:
1. Effective January 1, 1998, Section 2.1(r) is amended to provide as follows:
(r) Compensation. The total of all amounts paid for employment by the Employer to or for the benefit of a
Participant during the Plan Year (as shown on the Form W-2 filed for federal income tax purposes), such as
salary, bonus, wage, commission, and overtime payments. Compensation shall not include any of the following
(even if includible in gross income):
(i) reimbursements or other expense allowances and moving expenses (including indemnity payments for loss on
sale of an Employee's home); and
(ii) fringe benefits (cash and non-cash), deferred compensation and welfare benefits.
Notwithstanding the foregoing, Compensation shall include any salary reduction or other elective deferrals to the
Savings Incentive Plan or any other plan pursuant to Section 401(k) of the Code and salary