Exhibit 10.1
    

    

    

    
      J. ALEXANDER’S CORPORATION
FORM
      OF
STOCK
      OPTION CANCELLATION AGREEMENT
    

    

    

    

    

    
      This STOCK OPTION CANCELLATION AGREEMENT
      (the “Agreement”) is by and between J. Alexander’s Corporation, a
      Tennessee corporation (the “Company”), and                                                   
      (“Employee”).
    

    
      WHEREAS, Employee believes that it is in
      the best interest of the Company and its stockholders to voluntarily
      cancel existing Company stock options held by Employee set forth on Exhibit
      A (the “Cancelled Options”)
      that have relatively low incentive or retention value at this time so
      that additional shares become available for grant under the Company’s
      Amended and Restated 2004 Equity Incentive Plan (the “Incentive Plan”),
      which the Company may use for future equity grants to Company personnel
      in order to recruit, retain and motivate such personnel; and
    

    
      WHEREAS, the Company is relying upon the
      Employee’s surrender and cancellation of the Cancelled Options in making
      administrative determinations in regard to the Incentive Plan.
    

    
      NOW, THEREFORE, the parties hereby agree
      as follows:
    

    
      Section 1.          Cancellation
      of Options.  Employee
      hereby surrenders the Cancelled Options for cancellation, and the
      Company hereby accepts such surrender and cancellation.  By execution of
      this Agreement, the parties have taken all steps necessary to cancel the
      Cancelled Options.
    

    
      Section 2.          No
      Expectation or Obligation.  The
      Company and Employee acknowledge and agree that the surrender and
      cancellation of the Cancelled Options described herein shall be without
      any expectation of Employee to receive, and without imposing any
      obligation on the Company to pay or grant, any cash, equity awards or
      other consideration presently or in the future in regard to the
      cancellation of the Cancelled Options.
    

    
      Section 3.          Miscellaneous.  This
      Agreement contains all of the understandings between the Company and
      Employee concerning the cancellation of the options.  The Company and
      Employee have made no promises, agreements, conditions, or
      understandings relating to this subject matter, either orally or in
      writing, that are not included in this Agreement.  This Agreement may be
      executed in counterparts, each of which when signed by the Company and
      Employee will be deemed an original and all of which together will be
      deemed the same agreement.  This Agreement shall be governed and
      construed exclusively in accordance with the law of the State of
      Tennessee applicable to agreements to be performed in the State of
      Tennessee to the extent it may apply.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      [signature page of Stock Option
      Cancellation Agreement]
    

    

    

    
      The Company and Employee have caused this
      Agreement to be signed and delivered as of the ___ day of October 2010.
    

    
      

      

      


    


    	

        	
           
        	

        	
          
            J. ALEXANDER’S CORPORATION
          

        
	

        	

        	

        	
           
        
	

        	

        	

        	
           
        
	
           
        	

        	
          
            By:
          

        	
           
        
	
          
            Name of Employee
          

        	

        	
          
            Name:
          

        	

        
	

        	

        	
          
            Title:
          

        	

        


    

    

    

    
      
        

        

      

      
        
          2
        

        
          


        

      

      
        

        

      

    

    

    

    
      Exhibit A
    

    
      Description of Cancelled Options
    

    
      [Table]
    

    

    

    
      TOTAL OPTIONS CANCELLED:                          
    

    

    

    
      3