Letter Agreement, R. Gregory Lewis



 Exhibit 10.2 
 J. ALEXANDER’S CORPORATION 
 R. Gregory Lewis 

Nashville, TN 
 Dear Greg: 

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”)). 

Pursuant to the Merger Agreement and the other transaction agreements contemplated thereby, the Corporation will merge with Merger Sub and become a
wholly owned subsidiary of Purchaser, and the assets and liabilities of the Corporation, including the Salary Continuation Agreement will be assigned to and assumed by a newly formed subsidiary of the Corporation (“Successor”) that
itself, in turn, will be transferred to the Operating Company. After the consummation of these transactions, the business of the Corporation will be conducted by the Successor and its subsidiaries, which will operate as the upscale dining division
of the Operating Company and additional upscale dining establishments may be added to such division from time to time. 
  

	 	1.	Amendment to Suspend/Terminate Certain SCA Obligations. Section 7 of the Salary Continuation Agreement is amended, effective as of the Effective Time, to
add the following new sentences at the end thereof to read as follows: 

 Notwithstanding any other provision in
this Agreement, the obligations of the Corporation under this Section 7 shall be suspended during the period that all of the guarantees required under Section 16 of this Agreement are in effect. In the event that the Indirect
LLC Beneficial Ownership (as defined below) of the Class B Permitted Holders (as defined below) is less than 40% at any time, then all of the Corporation’s obligations under this Section 7, including, without limitation, the
Corporation’s obligation to establish a rabbi trust with funds provided by the Corporation and the Corporation’s obligation to make contributions to such trust, shall resume and be effective from and after such time, and the guarantee by
Fidelity National Financial, Inc. set forth in Section 3 of that certain letter agreement, dated June 22, 2012, shall terminate, be released and be of no further force and effect upon the establishment of a rabbi trust in conformity with
the provisions of this Section 7. 
 For purposes of this Agreement: (a) “Class B Permitted
Holders” means any of Fidelity National Special Opportunities, Inc. (including any successor thereto) and any of its affiliates (but only for as long as such persons are affiliates); (b) “Indirect LLC Beneficial
Ownership” means, with respect to the Class B 







 
Permitted Holders at any given time, a percentage, calculated by dividing (i) the sum of (A) the number of LLC Units then directly owned by all Class B Permitted Holders and
(B) the number of shares of Class A/B common stock of Purchaser then directly owned by all Class B Permitted Holders, by (ii) the total number of LLC Units then issued and outstanding; and (c) “LLC Units” has
the meaning set forth in the amended and restated limited liability company agreement contemplated by the Merger Agreement. 
  

	 	2.	Amendment. The Salary Continuation Agreement shall be amended, effective as of the Effective Time, to provide as follows: 


Each reference to the “Corporation” herein shall be deemed to refer solely to J. Alexander’s Corporation and its
successors and permitted assigns. 
  

	 	3.	Guarantee. Each of Parent and Purchaser shall, and hereby does, contingent on the occurrence of, and effective upon, the Effective Time, guarantee the
performance of the obligations of the Successor under the Salary Continuation Agreement until such time as the Indirect LLC Beneficial Ownership of the Class B Permitted Holders is less than 40%, whereupon (a) the Successor’s obligations
under Section 7 of the Salary Continuation Agreement shall resume and again be effective and (b) as to the Parent, this guarantee shall terminate, be released and be of no further force and effect upon the Successor’s establishment of
a rabbi trust in conformity with the provisions of such Section 7 of the Salary Continuation Agreement, and the guarantee of Purchaser shall continue in effect. Parent and Purchaser each hereby waives diligence, presentment, demand of
performance, filing of any claim, any right to require any proceeding first against the Corporation or the Successor, protest, notice and all demands whatsoever in connection with the performance of its obligations set forth in this
Section 3. If Executive so requests, the rabbi trust shall be established with the Successor’s funds at the Purchaser or Fidelity Newport Holdings, LLC level. 


For purposes of this Agreement: (a) “Class B Permitted Holders” means any of Fidelity National Special
Opportunities, Inc. (including any successor thereto) and any of its affiliates (but only for as long as such persons are affiliates); (b) “Indirect LLC Beneficial Ownership” means, with respect to the Class B Permitted Holders
at any given time, a percentage, calculated by dividing (i) the sum of (A) the number of LLC Units then directly owned by all Class B Permitted Holders and (B) the number of shares of Class A/B common stock of Purchaser then
directly owned by all Class B Permitted Holders, by (ii) the total number of LLC Units then issued and outstanding; and (c) “LLC Units” has the meaning set forth in the amended and restated limited liability company
agreement contemplated by the Merger Agreement. 
  

	 	4.	Continuing Force and Effect. Other than the amendments specifically agreed herein, the Salary Continuation Agreement remains in full force and effect.


  

	 	5.	 Severability. If any provision of this letter agreement or the application of any such provision to any party or circumstances will be
determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this letter 



  
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agreement or the application of such provision to such person or circumstances other than those to which it is so determined to be invalid and unenforceable, will not be affected thereby, and
each provision hereof will be validated and will be enforced to the fullest extent permitted by law. 

  

	 	6.	Governing Law. This letter agreement will be governed by and construed under the internal laws of the State of Tennessee, without regard to its conflict of laws
principles. 

  

	 	7.	Jurisdiction and Venue. This letter agreement will be deemed performable by all parties in, and venue will exclusively be in the state or federal courts located
in the State of Tennessee. Each party hereto and future signatory hereby consents to the personal jurisdiction of these courts and waive any objections that such venue is objectionable or improper. 


 

	 	8.	Headings. All descriptive headings of Sections and paragraphs in this letter agreement are intended solely for convenience, and no provision of this letter
agreement is to be construed by reference to the heading of any section or paragraph. 

  

	 	9.	Counterparts. This letter agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and
the same instrument. 

 If you agree to the amendments to your Salary Continuation Agreement set forth above, please sign as
indicated on the following page and return a signed copy to the Corporation and to Brent Bickett. 

  
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 In Witness Whereof, the parties hereto have executed this Letter Agreement effective as of the date set
forth above. 
  

			
	J. ALEXANDER’S CORPORATION
		
	By:	 	/s/ Lonnie J. Stout II
		 	 Name:  Lonnie J. Stout II

		 	 Title:    Chairman, President and

		 	    Chief Executive Officer



 Acknowledged and Agreed this 22nd day of June 2012, by: 
 /s/ R. Gregory Lewis                         

R. Gregory Lewis 

  
 [Signature
Page to Letter Agreement (R. Gregory Lewis)] 








 Acknowledged and Agreed (solely in respect of Section 3 above) this
22nd day of June 2012, by: 

 

			
	FIDELITY NEWPORT HOLDINGS, LLC
		
	By:	 	/s/ Hazem Ouf
		 	 Name:  Hazem Ouf

		 	 Title:    Chief Executive Officer



  
 [Signature
Page to Letter Agreement (R. Gregory Lewis)] 








 Acknowledged and Agreed (solely in respect of Section 3 above) this
22nd day of June 2012, by: 

 

			
	FIDELITY NATIONAL FINANCIAL, INC.
		
	By:	 	/s/ Michael L. Gravelle
		 	 Name:  Michael L. Gravelle

		 	 Title:    Executive Vice President, General Counsel

		 	    and Corporate Secretary



  
 [Signature
Page to Letter Agreement (R. Gregory Lewis)] 








 Acknowledged and Agreed (solely in respect of Section 3 above) this
22nd day of June 2012, by: 

 

			
	AMERICAN BLUE RIBBON HOLDINGS, INC.
		
	By:	 	/s/ Goodloe Partee
		 	 Name:  Goodloe Partee

		 	 Title:    Authorized Person



  
 [Signature
Page to Letter Agreement (R. Gregory Lewis)]