EX-10.7



 Exhibit 10.7 

J. ALEXANDER’S HOLDINGS, LLC 

2015 MANAGEMENT INCENTIVE PLAN 

ARTICLE I 

ESTABLISHMENT, DEFINITIONS AND PURPOSE 

1.1 Establishment. J. Alexander’s Holdings, LLC, a Delaware limited liability company (the “Company”),
hereby establishes this plan, which is to be known as the “J. Alexander’s Holdings, LLC 2015 Management Incentive Plan” (the “Plan”). The Plan shall become effective as of January 1, 2015. 

1.2 Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in that
certain the Amended and Restated Limited Liability Company Agreement of the Company dated as of January 1, 2015, as may be amended from time to time, or any successor agreement thereto (the “LLC Agreement”).  

1.3 Purpose. The Plan is intended to promote the long-term growth and profitability of the Company by providing members of
management and other service providers who are or will be involved in the Company’s growth with an opportunity to acquire an ownership interest in the Company, thereby encouraging such persons to contribute to and participate in the success of
the Company. Under the Plan, the Board may grant awards (each, an “Award”) of Management Units (the “Units”) to employees of and/or other service provider to the Company and/or its Subsidiaries, as may be selected
in the sole discretion of the Board (collectively, “Participants”).  
 ARTICLE II 

AWARD POOL 
 2.1 Award
Pool. One million seven hundred seventy thousand (1,770,000) Units are reserved for issuance under the Plan in accordance with the terms of the LLC Agreement. Any Units that for any reason are cancelled, forfeited, or acquired by the
Company (pursuant to a put, call, redemption or other right) shall again be available for issuance under the Plan. 
 ARTICLE III 

ADMINISTRATION 
 3.1
Administration. The Board shall, subject to the provisions of this Plan and the LLC Agreement, have the power and authority to prescribe, amend and rescind rules and procedures governing the administration of the Plan, including, but not
limited to the full power and authority to (a) interpret the terms of the Plan, the terms of any Awards made under the Plan, and the rules and procedures established by the Board governing any such Awards, (b) determine the rights of any
person under the Plan, or the meaning of requirements imposed by the terms of the Plan or an Award, or any rule or procedure established by the Board, (c) select the Participants to whom Awards will be granted under the Plan, (d) establish
any vesting or other terms and conditions applicable to an Award, (e) impose such limitations, restrictions and conditions upon, or in connection with, such 







 
Awards as it shall deem appropriate, (f) adopt, amend, and rescind administrative guidelines and other rules and regulations relating to the Plan, (g) correct any defect or omission or
reconcile any inconsistency in the Plan and (h) make all other determinations and take all other actions necessary or advisable for the implementation and administration of the Plan and Awards, subject to the LLC Agreement and such limitations
as may be imposed by the Code or other applicable law. Each action of the Board (including each interpretation or other determination of the Board) with respect to the Plan or any Awards made under the Plan shall be final, binding and conclusive on
all persons. 
 ARTICLE IV 

ELIGIBILITY AND AWARD AGREEMENTS 

4.1 Eligibility. Subject to the terms of the Plan and the LLC Agreement, the Board shall have the authority to select the Participants
who will receive Awards. 
 4.2 Award Agreement. Awards granted under the Plan shall be evidenced by a written agreement executed by
the Company and the Participant (the “Award Agreement”). 
 ARTICLE V 

GENERAL PROVISIONS 
 5.1
Nature of Awards. Each Unit will be treated as a separate Profits Interest. The Units issued under this Plan shall have a Hurdle Amount sufficient in the determination of the Board to cause such Units to be properly treated as “profits
interest” within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343 (such interest, a “Profits Interest”); provided, however, that in no event shall the Board, the Company or any Affiliate of the Company (or their employees,
agents, officers, directors, managers, successors or assigns) be liable to any Participant if the Units are not treated as Profits Interests for U.S. federal income tax purposes. Notwithstanding anything to the contrary, distributions to a
Participant pursuant to Sections 5.2 and 5.3 of the LLC Agreement shall be limited to the extent necessary so that the Profits Interest of such Participant qualifies as a “profits interest” under Rev. Proc. 93-27, and the Plan, Award and
LLC Agreement shall be interpreted accordingly. In accordance with Rev. Proc. 2001-43, 2001-2 CB 191, the Company shall treat a Participant holding an Award as the owner of the Units underlying such Award from the date the Award is granted, and
shall file its IRS Form 1065, and issue appropriate Schedule K-1s to such Participant allocating to such Participant its distributive share of all items of income, gain, loss, deduction and credit associated with such Profits Interest as if it were
fully vested. Each Participant agrees to take into account such distributive share in computing its federal income tax liability for the entire period during which it holds the Award and/or Units. The undertakings contained in Section 3.4(b) of
the LLC Agreement shall be construed in accordance with Section 4 of Rev. Proc. 2001-43. The provisions of Section 3.4(b) of the LLC Agreement shall apply regardless of whether or not the Participant files an election pursuant to
Section 83(b) of the Code. 
 5.2 Voting Rights. Units granted pursuant to the Plan shall not provide to the holders thereof any
right to vote on, or consent to, any matter under the LLC Agreement or the Act, including the merger, consolidation, conversion or dissolution of the Company. 

  
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 5.1 Amendment; Termination. The Board may modify, amend, suspend or terminate the Plan in
whole or in part at any time; provided, however, that such modification, amendment, suspension or termination shall not, without a Participant’s consent, adversely affect the rights in any material respect of a previously-made Award. No Awards
may be granted under the Plan after January 1, 2025. 
 5.2 Governing Law. The Act shall govern all questions arising under this
Plan concerning the relative rights of the Company and the Participants. All other questions concerning the construction, validity and interpretation of this Plan shall be governed by and construed in accordance with the domestic laws of the State
of Delaware applicable to contracts made and to be performed in the State of Delaware. The Company and Participants (pursuant to the Award Agreements), will irrevocably and unconditionally submit to the exclusive jurisdiction of any State or Federal
court sitting in Nashville, TN over any suit, action or proceeding arising out of or relating to this Plan or the Awards. Service of any process, summons, notice or document by U.S. registered mail addressed to any party shall be effective service
of process for any action, suit or proceeding brought against a party in any such court. The Company and Participants (pursuant to the Award Agreements) will waive any objection to the laying of venue of any such suit, action or proceeding brought
in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. A final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and
binding upon any party and may be enforced in any other courts to whose jurisdiction any party is or may be subject, by suit upon such judgment. 

5.3 Securities Laws. The Plan has been instituted by the Company to provide certain compensatory incentives to Participants and is
intended to qualify for an exemption from the registration requirements under the Securities Act and any other applicable state securities laws pursuant to Rule 701 under the Securities Act or any other applicable exemption (collectively, the
“Exemption”); however, the Company makes no representation or warranty that the Exemption applies to the Awards, and in no event shall the Board, the Company or any Affiliate of the Company (or their employees, agents, officers,
directors, managers, successors or assigns) be liable to any Participant (other than to effect rescission or similar rights that may arise under applicable securities laws) for any failure to comply with such Exemptions. The Company may impose any
restrictions or terms on any Awards or Units granted pursuant to Awards, and may require Participants to make such representations, as the Company determines to be necessary to comply with the Exemption. 

5.4 Section 409A Compliance. It is the intention of the Company and the Board that Awards granted under the Plan not be subject to
the provisions of Section 409A of the Code. To the extent an Award granted under the Plan is determined to be subject to the provisions of Section 409A of the Code, it is intended that the terms of the LLC Agreement, the Plan and the Award
Agreement applicable to such Award comply with Section 409A and they shall be interpreted in a manner consistent with such intent. Notwithstanding the foregoing, the Company makes no representation or warranty that the Awards will not be
subject to (or will comply with) Section 409A of the Code, and in no event shall the Board, the Company or any Affiliate of the Company (or their employees, agents, officers, directors, managers, successors or assigns) be liable to any
Participant for any failure to comply with Section 409A or an applicable exemption thereunder. 

  
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 5.5 No Guarantees Regarding Tax Treatment; No Tax Minimization Obligation. Neither the
Board nor the Company make any guarantees to any person regarding the tax treatment of any Award or payments made with respect to any Award. Neither the Board nor the Company have any duty or obligation to minimize the tax consequences of any Award,
including, without limitation, tax consequences that may result from changes to applicable law and none of the Board, the Company, any subsidiaries or affiliates of the Company, or any of their employees or representatives shall have any liability
to any person with respect to such tax consequences. 
 5.6 Withholding. A Participant may be required to pay to the Company, and the
Company shall have the right and is hereby authorized to withhold from any payment due under any Award, the amount (in cash or, at the election of the Company, securities or other property) of any applicable federal, state, local or foreign
withholding taxes in respect of such payment and to take such other action as may be necessary in the opinion of the Administrator to satisfy all obligations for the payment of withholding taxes. 

5.7 Conflict between the Plan and the LLC Agreement. The Plan is subject to the LLC Agreement. In the event of a conflict between any
term or provision contained herein and a term or provision of the LLC Agreement, the applicable term and provision of the LLC Agreement will govern and prevail. 

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