Form 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 2, 2009 (December 26, 2008)
J. ALEXANDERS CORPORATION
(Exact name of registrant as specified in its charter)
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Tennessee
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1-08766
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62-0854056 |
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
3401 West End Avenue, Suite 260, P.O. Box 24300, Nashville, Tennessee 37202
(Address of principal executive offices) (Zip Code)
(615) 269-1900
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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 (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers
Employment Agreements with Lonnie J. Stout II, R. Gregory Lewis, J. Michael Moore and Mark A.
Parkey
On December 26, 2008, J. Alexanders Corporation (the Company) entered into employment
agreements with each of Lonnie J. Stout II, the Companys Chairman, Chief Executive Officer and
President; R. Gregory Lewis, the Companys Chief Financial Officer, Vice-President, Finance and
Secretary; J. Michael Moore, the Companys 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.
Duties. 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.
Term. Subject to the termination provisions described below, the term of each of the
employment agreements expires on December 25, 2011 and is subject to successive one-year automatic
renewals unless either party gives not less than 90 days prior written notice to the other party
that it is electing not to extend the agreement.
Compensation. 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 Companys
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.
Termination of Agreement. Under each of the agreements, if the Company terminates the
employment of the executive with cause, or the executive terminates employment without good
reason, 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 cause, including non-renewal by the Company or
the executive resigns for good reason, the executive will also receive the foregoing and will be
entitled to receive (i) a lump sum cash payment equal to 2.00 times his base salary then in effect,
(ii) 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) health insurance
benefits substantially commensurate with the Companys standard health insurance benefits for the
executive and the executives spouse and dependents for a period of two years and (iv) certain tax
reimbursement payments. For Mr. Stout and Mr. Lewis, who are parties to existing Severance
Benefits Agreements entitling them to 18 months salary upon termination by the Company without
cause or resignation for good reason, the applicable severance amounts payable under the
Employment Agreements in the event of termination without
cause and for good reason 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 executives Severance
Benefits Agreement. Under the
employment agreements, in the event of termination without cause or if the executive resigns for
good reason, each in connection with a change in control, the executive will be entitled to
receive (i) a lump sum cash payment equal to 2.99 times his base salary then in effect, (ii) 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) health insurance benefits substantially
commensurate with the Companys standard health insurance benefits for the executive and the
executives spouse and dependents for a period of three years, (iv) certain tax reimbursement
payments, and (v) vesting of unvested equity incentive plan awards.
Non-Competition. 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
cause or by the executive with good
reason. The executive is also subject to certain confidentiality, non-disclosure and
non-solicitation provisions.
Salary Continuation Agreements
On December 26, 2008, the Company entered into Amended and Restated Salary Continuation
Agreements with each of Mr. Stout, Mr. Lewis, Mr. Moore, and Mr. 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 employees salary on the date of
retirement after reaching age 65, payable over 15 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
employees salary at the time of death for the first
year after death and 50% of the employees salary at the time of
death each year thereafter in the death benefits
period.
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 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 employees 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. Stout and Mr. Lewis, the vested
benefit is an annual benefit payable after the employee attains the age of 65, equal to fifty
percent (50%) of the employees base salary as of the employees termination date, paid in equal
monthly installments for a period of fifteen years. For Mr. Moore and Mr. 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.
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. Stout, Mr. Lewis, Mr. Moore and Mr. Parkey, which are attached hereto as Exhibit
10.1, Exhibit 10.2, Exhibit 10.3, Exhibit 10.4, Exhibit 10.5,
Exhibit 10.6, Exhibit 10.7, and Exhibit 10.8, respectively.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
The following exhibits are filed or furnished herewith as noted above:
10.1 Employment Agreement, dated as of December 26, 2008, with Lonnie J. Stout II
10.2 Employment Agreement, dated as of December 26, 2008, with R. Gregory Lewis
10.3 Employment Agreement, dated as of December 26, 2008, with J. Michael Moore
10.4 Employment Agreement, dated as of December 26, 2008, with Mark A. Parkey
10.5 Amended and Restated Salary Continuation Agreement dated as of December 26, 2008, with
Lonnie J. Stout II
10.6 Amended and Restated Salary Continuation Agreement dated as of December 26, 2008, with R. Gregory Lewis
10.7 Amended and Restated Salary Continuation Agreement dated as of December 26, 2008, with J.
Michael Moore
10.8 Amended and Restated Salary Continuation Agreement dated as of December 26, 2008,
with Mark A. Parkey
SIGNATURE
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.
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Date: January 2, 2009
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J. ALEXANDERS CORPORATION |
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By:
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/s/ R. Gregory Lewis |
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R. Gregory Lewis
Chief Financial Officer, Vice-President, Finance and
Secretary |
EXHIBIT INDEX
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Exhibit No. |
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Description |
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10.1
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Employment Agreement, dated as of December 26, 2008, with Lonnie J. Stout II |
10.2
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Employment Agreement, dated as of December 26, 2008, with R. Gregory Lewis |
10.3
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Employment Agreement, dated as of December 26, 2008, with J. Michael Moore |
10.4
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Employment Agreement, dated as of December 26, 2008, with Mark A. Parkey |
10.5
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Amended and Restated Salary Continuation Agreement dated as of
December 26, 2008, with Lonnie J. Stout II. |
10.6
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Amended and Restated Salary Continuation Agreement dated as of
December 26, 2008, with R. Gregory Lewis |
10.7
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Amended and Restated Salary Continuation Agreement dated as of
December 26, 2008, with J. Michael Moore |
10.8
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Amended and Restated Salary Continuation Agreement dated as of
December 26, 2008, with Mark A. Parkey |