ContractAlexanders J Corp • June 28th, 2012 • Retail-eating places • Tennessee
This letter describes changes to your Salary Continuation Agreement dated as of December 26, 2008 (the “Salary Continuation Agreement”), between you and J. Alexander’s Corporation, a Tennessee corporation (the “Corporation”). Such changes shall be contingent upon the occurrence of, and effective at, the Effective Time (as defined in that certain Agreement and Plan of Merger, dated as of June 22, 2012, by and among Fidelity National Financial, Inc. (“Parent”), Fidelity Newport Holdings, LLC (“Operating Company”) (for the limited purposes set forth therein), American Blue Ribbon Holdings, Inc. (“Purchaser”), Athena Merger Sub, Inc. (“Merger Sub”) and the Corporation (the “Merger Agreement”)).
AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 22, 2012 BY AND AMONG FIDELITY NATIONAL FINANCIAL, INC., FIDELITY NEWPORT HOLDINGS, LLC, (for the limited purposes set forth herein), AMERICAN BLUE RIBBON HOLDINGS, INC., ATHENA MERGER SUB, INC. AND J....Agreement and Plan of Merger • June 28th, 2012 • Alexanders J Corp • Retail-eating places • Tennessee
This AGREEMENT AND PLAN OF MERGER is made by and among FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation (“Parent”), solely for purposes of the Operating Company Provisions (as defined below) FIDELITY NEWPORT HOLDINGS, LLC, a Delaware limited liability company and an indirect, majority-owned Subsidiary of Parent (the “Operating Company”), AMERICAN BLUE RIBBON HOLDINGS, INC., a Delaware corporation and an indirect, majority-owned Subsidiary of Parent (“Purchaser”), ATHENA MERGER SUB, INC., a Tennessee corporation and a direct, wholly-owned Subsidiary of Purchaser (“Merger Sub”), and J. ALEXANDER’S CORPORATION, a Tennessee corporation (the “Company”), as of June 22, 2012 (this “Agreement”). Certain capitalized terms are defined in Section 8.12.
FIRST AMENDMENT TO THE RIGHTS AGREEMENT BETWEENRights Agreement • June 28th, 2012 • Alexanders J Corp • Retail-eating places • Tennessee
THIS FIRST AMENDMENT TO THE RIGHTS AGREEMENT (this “Amendment”) is made as of June 22, 2012, between J. Alexander’s Corporation, a Tennessee corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given them in the Rights Agreement.
