UNITED STATES
 SECURITIES AND EXCHANGE
COMMISSION
 WASHINGTON, D.C.
20549
 
 FORM 10-K/A
 Amendment No. 1
 
 x  ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 EXCHANGE ACT OF 1934
 
 For the Fiscal Year EndedMarch 30, 2008
 or,
 o  TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 EXCHANGE ACT OF 1934
 
 Commission File No.
0-26396
 
 Benihana
    Inc.(Exact name of registrant as
      specified in its charter)
 
 Delaware
              
              65-0538630(State or other jurisdiction
      of
              
              (I.R.S.
      Employerincorporation or
      organization)
              
              Identification
      No.)
 
 8685 Northwest 53rd Terrace,
      Miami, Florida
              
              33166(Address of principal executive
      offices)
              
              (Zip Code)
 
 Registrant’s telephone number,
      including area code:
              
              (305)
      593-0770Securities registered pursuant to
      Section 12(b) of the Act:NoneSecurities registered pursuant to
      Section 12(g) of the Act:
 
 Title of Each
      Class
              
              Name of Exchange on Which
      RegisteredCommon Stock, par value $.10 per
      share
              
              NASDAQGlobal
    MarketClass A Common Stock, par value
      $.10 per share
              
              NASDAQGlobal
    MarketPreferred Share Purchase
      Right
              
              Not
    Applicable
 
 Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.
 Yes  o                  No  x
 
 Indicate by check mark if the registrant
is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.
 Yes  o                   No  x
 
 Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or such
shorter period that the registrant was required to file such reports) and (2)
has been subject to such filing requirements for the past 90
days.
 Yes  x                   No o
 
 Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K isnotcontained herein, and will not be
contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or anyamendment to this
Form 10-K. o
 
 Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer,a non-accelerated fileror a smaller reporting
company.  See
definitionsof “large accelerated filer,” “accelerated filer”and “smaller reporting
company”in Rule 12b-2 of
the Exchange Act.  (Check one):
 
 Large accelerated filer  o                                                                    Accelerated filer  x                                      Non-accelerated filer  oSmaller
reporting companyo
 (do not check
      if smaller reporting company)
  Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the
Act).
 Yes o                   No  x
 
 As ofJune 30,2008, 6,118,164 shares of Common Stock
and 9,161,236 sharesof
Class A Common Stock were outstanding.As of October12, 2007, the aggregate market value of
common equity held by non-affiliateswas $237,101,000basedon the closing price of the Common
Stock and Class A Common Stock on such date.
  DOCUMENTS
INCORPORATED BY REFERENCE
 
 None.
 
 
  EXPLANATORY
NOTE
 
 Benihana
Inc. (the “Company”) hereby amends its Annual Report on Form 10-K for the fiscal
year ended March 30, 2008, which was filed on June 13, 2008, to include Items
10, 11, 12, 13, 14 and 15.
 
 
 PART III
 
 Item 10.Directors
and Executive Officers of the Company
 
 Below is a list of the names and ages ofthedirectors and executive officers of theCompanyasof June 30, 2008,indicating their position with theCompanyand their principal
occupation during the past five yearsand prior thereto where
applicable.
 
 
 J. RONALD CASTELL
 Director
since 2005
 Class I Director
 Age
70
 
 In 2004,
Mr. Castell formed ReelRon LLC, a marketing consulting firm serving clients such
as Huizenga Holdings, Inc., Centryx Corp., Southern Audio Video and Breakaway
Films. From 1995 through 2004, Mr. Castell served as Senior Vice President of
Marketing and Communications of Huizenga Holdings, Inc. From 1989 through 1995,
Mr. Castell served as Senior Vice President Programming and Communications of
Blockbuster Entertainment Corp.
 
 
 JOSEPH J.
WEST, PH.D.
 Director
since 2005
 Class I Director
 Age
63
 
 Since
1999, Mr. West has been serving as Dean, School of Hospitality and the Tourism
Management, Florida International University. Between 1991 and 1999, he served
as Department Chairman of Hospitality Administration, College of Business,
Florida State University, and from 1993 through 1996, he served as Director,
Hospitality Education Program, Department of Business and Professional
Regulation, State of Florida and has held teaching positions at Florida State
University and the University of South Carolina. Additionally, Mr. West
possesses restaurant operating experience as an executive and operator having
served as Vice President of Operations, Spring Garden Grill and Bar and General
Manager at the following restaurant units: Franklin's Off Friendly, Colony
House/Wine Cellar Restaurants and Colony Caterers. Mr. West is also a retired
U.S. Naval Officer.
 
 
 TAKA
YOSHIMOTO
 Director
since 1990
 Class I Director, Executive Vice
President - Operations
 Age
62
 
 Mr.
Yoshimoto has served as Executive Vice President of the Company and its
predecessor since September 1989 and as the Director of Operations from May 1986
until September 1989. Mr. Yoshimoto joined the Company in July 1979 and has held
various positions in operations. During that time, Mr. Yoshimoto has made
significant contributions to the Company’s restaurant operations. Mr. Yoshimoto
holds a Masters Degree of Business Administration and a Masters Degree of
Economics and Finance from Louisiana State University, a Bachelor of Arts of
Liberal Arts from International Christian University, Tokyo and has completed
his doctoral study at Tulane University. Mr. Yoshimoto is also a director of
Benihana Ono Restaurant BV Holdings in Europe. He was born and raised in
Japan.
 
 1
 
 JOHN E. ABDO
 Director since 1990
 Class II Director
 Age 65
 
 Mr. Abdo
has been principally employed since June 1984 as the Vice Chairman of the Board
of Directors and Chairman of the Executive Committee of each of BankAtlantic
Bancorp, Inc., and BankAtlantic, FSB.  He has served as Vice Chairman of
Woodbridge Holdings, Inc. since August 1984 and as the Vice Chairman of the
Board of Directors of Bluegreen Corporation since March 2002. Additionally, he
has served as the Vice Chairman of the Board of BFC Financial Corporation since
June 1987.  Mr. Abdo is the President and Chief Executive Officer of Abdo
Companies, Inc., a real estate development, construction and real estate
brokerage firm for more than thirty five years.  Mr. Abdo is a member of
the Board of Directors of PACA (Performing Arts Center Authority) and is the
President of the Broward Performing Arts Foundation, a $100,000,000 state of the
art, twin concert hall venue located in Fort Lauderdale, FL.
 
 
 NORMAN BECKER
 Director since 1997
 Class II Director
 Age 70
 
 Mr. Becker has been self-employed in the
practice of public accounting since April 1985.  Prior thereto, Mr.
Becker was a partner with Touche Ross & Co., the predecessor of Deloitte
& Touche LLP,for a period in excess of 10 years. Mr.
Becker is also a director of Bluegreen Corporationandan officer of Proguard Acquisition
Corp.
 
 
 ROBERT B. STURGES
 Director since 2003
 Class II Director
 Age61
 
 During
October 2006, Mr. Sturges was appointed Chief Executive Officer of Nevada Gold
& Casinos Inc. (AMEX: UWN), a company engaged in the development, ownership,
and operation of commercial gaming facilities and lodging and entertainment
facilities in the United States.  Mr. Sturges served as Nevada Gold &
Casinos’ General Counsel and Chief Development Officer between June
2006 and October 2006.  Since 2001, Mr. Sturges has been a partner at
Continental Hospitality Holdings, a hospitality company, which provides
development, technical and operational services to the hotel and resort
industry.  From 1994 to 2001, Mr. Sturges was President of the Gaming
Division and a Director of Carnival Resorts and Casinos Inc. which developed,
owned and managed resorts, hotels and casinos. Mr. Sturges is also a
partner in the Miami Heat Basketball Organization.
 
 
 LEWIS JAFFE
 Director since 2004
 Class IIIDirector
 Age51
 
 Mr. Jaffe is Chief Executive Officer ofLynch Ambulance.  Mr. Jaffe served as
President, Chief Executive Officer and a director of Oxford Media,
Inc.from February 2006
through October 2007 andPresident and Chief Operating Officer of
Verso Technologies from November 2004 through August 2005. From August 2002 to
November 2004, Mr. Jaffe was a self-employed public speaker and consultant. From
April 2002 until August 2002, Mr. Jaffe served as the interim President of
Glowpoint, Inc., a publicly-traded video products and services company. From
July 2000 to July 2003, Mr. Jaffe served as an independent consultant to
Glowpoint, Inc. From June 2000 to March 2002, Mr. Jaffe served as President and
Chief Operating Officer of PictureTel Corporation, a publicly-traded
videoconferencing company. From September 1998 to June 2000, Mr. Jaffe served as
a managing director in the Boston office of Arthur Andersen LLP in its global
finance practice. From January 1997 to March 1998, Mr. Jaffe served as President
of C Systems, LLC, a designer and manufacturer of mobile military shelters,
housing, communication and radar and missile launch systems. Mr. Jaffe served as
a member of theboardofdirectorsfor Glowpoint, Inc. from September 2001
to July 2003, theboardofdirectorsof Media 100 Inc. from June 2003
through November 2004 and the Turnaround Management Association of New England
from September 1999 through November 2004. He currently is on the Board of ACT
Teleconferencing, Inc., a public company, as well as two private companies:
Travizon Inc. and Pixion, Inc.
 
 2
 
 JOEL A. SCHWARTZ
 Director since 1982
 Class III Director,Chairman of the Board of Directors andChief Executive
Officer
 Age 67
 
 Mr. Schwartz has been a
directorof the Company and its predecessor since
1982andhas served as Chief Executive Officerof the CompanysinceMay 1998.Additionally, Mr. Schwartz served as
President of the Company from 1982 until April 2007.
 
 
 RICHARD C.
STOCKINGER
 Director since 2007
 Class III Director
 Age 50
 
 Mr. Stockinger is a restaurant
consultant. Mr. Stockingerserved as the President of Patina Restaurant Group (formerly Restaurant
Associates – Patina Group)fromOctober 2003through April 2008 andserved as Restaurant Associates’ Vice
President and Chief Financial Officer from 1985 through October
2003.  During his tenure with Restaurant Associates and the Patina
Restaurant Group, Mr. Stockinger played a critical role in the development and
implementation of its sales, acquisitions and turnaround
strategies.  Some of the restaurant deals include California PizzaKitchen, El Torito and Au
bon Pain.  Mr.
Stockinger also serves on the Board of Directors of the National Kidney
Foundation of Greater New York.
 
 
 JUAN C. GARCIA
 Presidentand Chief Operating
Officer
 Age 44
 
 Mr.
Garcia was appointed President and
Chief Operating Officer during April 2007. Prior thereto, Mr. Garcia
served as Senior Vice President – Chief Operating Administrative Officer from
June 2005 until April 2007. Prior thereto, Mr. Garcia had served as Vice
President-Controller since January 1999. He served as Controller of the Company
and its predecessor since July 1994. Prior to July 1994, Mr. Garcia served in
various accounting and finance roles with the Company. Mr. Garcia has served as
the Assistant Secretary of the Company since July 1996. Mr. Garcia is also a
certified public accountant licensed in the State of Florida.
 
 
 JOSE I. ORTEGA
 Vice President – Finance, Chief
Financial Officer and Treasurer
 Age 36
 
 Mr.
Ortega was appointed Vice President – Finance, Chief Financial Officer and
Treasurer in September 2006.  Prior thereto, Mr. Ortega had served as
Controller of the Company since July 2005.  Prior to joining the
Company, Mr. Ortega was employed at Burger King Corporation, as Director,
Consolidation and Reporting from November 2002 to July 2005, and prior thereto
as Manager, Consolidation and Reporting, from September 2001 to November
2002.  From June 1996 through September 2001, Mr. Ortega was the
Controller of Viragen, Inc., a biotechnology company.  Mr. Ortega is
also a certified public accountant licensed in the State of
Florida.
 
 3
  AUDIT
COMMITTEE
 
 For the fiscal year endedMarch 30, 2008, the Audit Committee consisted of
Norman Becker (the Chairman), Lewis Jaffe,Robert B. Sturgesand Richard Stockinger, all of whom have been determined by
the Board of Directors to be independent (as independence is defined in Rule
4200(a)(15) under the current National Association of Securities Dealers, Inc.
listing standards). The Boardof Directorshas determined that Norman Becker
qualifies as an "audit committee financial expert" as defined by Item
407(d)(5)(ii)of Regulation S-K promulgated by the
Securities and Exchange Commission.
 
 
 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE
 
 Rules
promulgated by the Securities and Exchange Commission govern the reporting of
securities transactions by directors, officers and holders of 5% or more of the
Company’s Common Stock or Class A Common Stock. Based solely upon its review of
copies of reports filed with the SEC and received by the Company, the Company
believes that its directors and officers have filed all required reports on a
timely basis except the following: Kevin Y. Aoki, a former director and former
Vice President - Marketing of the Company, failed to timely file one Form 4
reporting an option exercise and sale of shares; Mr. Schwartz failed to timely
file one Form 4 reporting an option exercise and sale of shares; Mr. Garcia
failed to timely file one Form 4 reporting a purchase of shares; and Mr. Becker
failed to timely file two Form 4s reporting a sale of shares and an option
exercise.
 
 
 CODE OF ETHICS
 
 The
Company has adopted a written code of business conduct and ethics that applies
to its directors and officers, including the Chief Executive Officer and Chief
Financial Officer.  The code of business conduct and ethics is
available on the Company’s website, which is located at www.benihana.com. The
Company intends to make all required disclosures concerning any amendments to,
or waivers from, the Company’s code of business conduct and ethics on its
website.
 
 Item 11.Executive
Compensation
 
 Compensation Discussion and
Analysis
 
 The Compensation and Stock Option
Committee of the Board of Directors (the Compensation Committee) evaluates
executive officer performance in light of the Company's strategic objectives and
establishes compensation levels based on such evaluation, including for the
Chief Executive Officer, Joel A. Schwartz; the President and Chief Operating
Officer, Juan C. Garcia; the Executive Vice President - Operations, Taka
Yoshimoto; and the Chef Financial Officer and Vice President – Finance, Jose I.
Ortega (together, with Messrs. Schwartz, Garcia and Yoshimoto, the Named
Executive Officers).  The Compensation Committee also administers the
Company’s 2007 Equity Incentive Plan(the Equity Plan) and approves
performance targets and payments to executive officers under the Company’s
Executive Incentive Compensation Plan (the Cash Incentive
Plan).
 
 
 Objectives of Compensation
Program
 
 The objectives of the Company’s
compensation program are to attract and retain exceptional
personnel.  To accomplish these objectives, the Company seeks to offer
competitive compensation packages comprised of base salary, “at risk” incentive
compensation based on  achievingshort-termand long-term individual and Company
performance targets and equity awards designed to align executive officer
interests with those of the Company’s stockholders.
 
 
 What the Company’sCompensation Program is Designed to
Reward
 
 The Company’s compensation program is
designed to reward executive officers for advancing critical elements of the
Company’s growth strategy: selectively pursuing restaurant growth, developing
and maintaining strong restaurant unit economics (by sustaining sales growth and
implementing cost controls at the individual unit level), continuing to build
brand awareness and customer loyalty and providing strong management support to
restaurant units. Executive officer contributions to these goals are measured at
the individual and Company levels.
 
 4
  The Company’s compensation program is
designed to reward the accomplishment ofshort-termand long-term
objectives.  For this reason, the Compensation Committee generally
provides that a portion of each executive officer’s compensation is “at risk,”
contingent upon accomplishment of performance targets or increases in value as
the Company grows, and that another portion has present value, that is, provides
immediate reward and motivation to confront short-term
challenges.  The elements which are deemed to have present value are
annual base salary and grants of restricted stock (although, in part, the
potential increase in value of restricted stock also represents “at risk”
compensation); the elements of compensation which are deemed “at risk” are cash
incentive award payments and grants of stock options.  The
Compensation Committee has determined that the compensation of executive
officers whose positions enable them to directly affect the Company’s overall
performance and growth should include a significant portion of “at risk”
compensation. The percentage of compensation "at risk" for the Named
Executive Officers is between 35% and 51%.
  In order to maintain and improve the
program and ensure that it effectively rewards executive officers, the
Compensation Committee, from time to time, may engage an outside compensation
consultant.  During the fiscal year ended March 30, 2008, the Compensation Committee
engaged a compensation consultant, Mercer (US) Inc., in order to assess
compensation levels of the Named Executive Officers for the fiscal year
2009.  In that report, Mercer noted that the Company’s current
compensation levels are at or below market for companies similar to the
Company.  The Compensation Committee also receives recommendations
from, and consults with, the Chief Executive Officer, who is most familiar with
the Company’s day-to-day operations and the executive officers’ contributions
thereto.
 
 
 Elements of the Company’s Compensation
Program, Why the Company Chose Each Element and How it Relates to the Company’s
Objectives
 
 The four elements of the Company’s
compensation program are base salary, cash incentive awards under the Cash
Incentive Plan, equity grants under the Equity Planand post-termination benefits.In aggregate, these
elements balance short-term and long-term rewards, vested and unvested
compensation and cash and equity-based payments.  Annual base salary
is the primary element of compensation for executive officers because its
predetermined nature allows them to confront short-term challenges without
concerns about financial
stability.Annual base
salary also serves as a reliable measure for attracting and retaining
exceptional executives.
 
 Cash incentive awards under the Cash
Incentive Plan are designed to reward key employees, including the Named
Executive Officers, for achieving individually-based and Company level
(e.g., return on equity) performance
objectives.  By providing reward for accomplishment of individualized
objectives, one portion of the Company’s cash incentive awards focuses employees
on excelling in the performance of their specific
responsibilities.  By providing reward for Company-wide performance,
the other portion aligns employees’ interests with those of
stockholders.  Equity grants, because of the vesting schedules unique
to them, especially restricted stock grants which always retain some value, are
ideally suited for ensuring long-term retention of executive officers, thereby
supporting the Company’s compensation program objective to retain exceptional
personnel.  Equity ownership also aligns the interests of executive
officers with those of their fellow stockholders since its value is dependent on
the value of the Company’s stock.  Post-termination benefits provide
varying levels of security to executive officers and are a critical inducement
for exceptional personnel to come to, and to continue working at, the
Company.  These benefits, in particular, enhance the overall value of
a compensation package further contributing to executive
retention.
 
 5
 
 Howthe CompanyChose Amounts and Formulas for Each
Element
 
 Base
Salary
 
 Base salaries of each Named Executive
Officer are defined in their respective employment agreements and are subject to
future increases as determined from time to time by the Compensation Committee
or, in some cases, consistent with increases in the cost of
living.  Factors which may be considered in determining base salaries
include the Company’s accomplishments in the prior
year,the Company’s
objectives for the upcoming
year, salary changes in prior yearsand the executive’s experience,
responsibilities, ability and performance during the prior
year.
 
 EffectiveApril 2,2007, in connection with his promotion
to President and Chief Operating Officer, the Compensation Committee approved an
increase in Mr. Garcia’s base salary from $205,000 to $250,000.  The
primary factor that impacted the Compensation Committee’s decision was Mr.
Garcia’s promotion and his resultant greater responsibilities.  In
addition, the Compensation Committee also considered Mr. Garcia’smanyyears of experience with the Company in
various roles, including Controller and Chief Operating Administrative Officer,
which give him a unique understanding of the Company’s
operations.  Furthermore, pursuant to the terms of Messrs. Schwartz’s
and Yoshimoto’s employment agreements, effectiveApril 2, 2007,the base salaries of Messrs. Schwartz
and Yoshimoto were increased byapproximately 3% in order to track increases in cost of
living.
 
 Cash
Incentive Plan
 
 For the fiscal year 2008, the maximum
cash incentive award opportunity for each Named Executive Officer under the Cash
Incentive Plan (i.e., the maximum amount payable if maximum
performance targets are achieved) was set at 50% of annual base salary for Mr.
Schwartz, 45% for Mr. Garcia, 40% for Mr. Yoshimoto and 30% for Mr.
Ortega.  The Compensation Committee believes that directly relating
the amount of potential cash incentive pay to the amount of annual base salary
provides Named Executive Officers with appropriate motivation by ensuring that a
material portion of total compensation is “at risk” if various objectives are
not achieved.  Furthermore, the proportion of total cash compensation
“at risk” increases with positions that provide a greater ability to directly
affect the Company’s overall performance and growth.
 
 With respect to each Named Executive
Officer, 25% of the maximum cash incentive award is based on fulfillment of
individual goals and objectives, including the factors described immediately
below:
 
 ·
              Mr.
      Schwartz: overall
      Company leadership,restaurant concept
development
 ·
              Mr.
      Garcia: management
      team stability and quality, business plancompletion, investor
      relations
 ·
              Mr.
      Yoshimoto: expense
      control, quality control, remodeling project continuation (each, with
      respect tothe
      Benihana teppanyaki
restaurants)
 ·
              Mr.
      Ortega: Audit
      Committee functioning, Sarbanes-Oxley Act compliance, budget plan
      development
 
 For Messrs. Schwartz, Garcia and Ortega,
the remaining 75% of the cash incentive award is based on the Company’s
achievement of targeted return on equity thresholds.  For Mr.
Yoshimoto, the remaining 75% is based on the attainment of targetedrestaurant operating profitresultswith respect to the Company’sBenihanateppanyakirestaurants.  In each case,
the Compensation Committee determines the target level prior to the start of the
fiscal year.  The Compensation Committee considers return on equity to
be an optimal measure of Company-wide performance because it is a commonly used
measurement of effective capital allocation, which is of specific interest to a
restaurant company deploying capital to expand its market
share.The
targetedrestaurant operating profitresultsofthe Company'sBenihanateppanyakirestaurants are considered to be an
optimal measure of performance with respect to Mr. Yoshimoto because they
isolate the operations and performance of the units for which Mr. Yoshimoto is
responsible and indicate the efficiency of his management.
 
 6
  For the fiscal year 2008, the targeted
return on equity was 8.1%; the Benihana teppanyaki restaurants’targeted restaurant operating profitresults were $40.6
million.  If the targeted results of either measure were exceeded by
the percentages indicated in the left-hand column below, the Named Executive Officer
wouldreceive the indicated percentage of the
Company performance component of the maximum cash incentive
award.
 
 If targeted result
      is
                exceeded
      by...
              ...then the percentage of
                maximum cash incentive
                award related toCompany
                performance paid will
      be...less than
5%
              50%5% but less than
      10%
              60%10% but less than
      15%
              75%15% or more
              100%
 
 The Compensation Committee determined
that, based on historical performance of the Company, the thresholds are, at the
minimum level, realistically attainable so as to be motivating, while, at the
maximum level, sufficiently aggressive to encourage optimal growth and
innovation.  No later than thirty days after the Company’s filing of
its Annual Report on Form 10-Kfor any fiscal year, the Compensation Committee must review
applicable performance targets and approve the amounts to be paid under the Cash
Incentive Plan with respect to the applicable fiscal year.
 
 On June 6, 2008, the Compensation Committee determined
thatMr. Schwartz, Mr.
Garcia and Mr. Ortegahad
fullyaccomplished
theirindividualized
performance targets,however,the Company’s return on equitytarget was not
metandthus approved cash incentive award
payments of $45,053, $28,125and $13,875 to Messrs. Schwartz, Garciaand Ortega,
respectively.With respect to Mr. Yoshimoto, the
Company’sBenihanateppanyakirestaurantsdid notachievetheir targeted results,however, Mr. Yoshimoto accomplished
certain of his individual performance targetsandthusthe Compensation Committeeapproveda cash incentive award
paymentof
$16,676.  The Compensation Committee does not have discretion to alter
such payments under the Cash Incentive Plan if performance goals are not
achieved, but it may approve discretionary bonus payments pursuant to the
Company’s employment agreement with each Named Executive
Officer.
 
 In addition to the cash incentive award
opportunity under the Cash Incentive Plan, Mr. Garcia is entitled to receive a
performance-based bonus of up to 25% of his base salary, at the discretion of
and as determined by the Compensation Committee and Chief Executive
Officer, at the end of each fiscal year of service based upon Mr. Garcia’s
performance.  The following criteria, among others, are considered: the
Company’s actual results of operations compared with the Company’s business plan
as adopted by the Company’s Board of Directors, restaurant development and
management retention. This additional cash incentive bonus opportunity was
included in Mr. Garcia's employment agreement in order to tie more of his
compensation, as President and Chief Operating Officer, to individual and
Company performance. No such bonus was paid with respect to the fiscal year
2008.
 
 Equity
Plan
 
 At the Company’s 2007 annual
stockholders meeting, the stockholders approved adoption of theEquity Plan.  While the Company has, at
times, previously granted equity incentives in the form of stock options, the
Board of Directors recommended approval of the Equity Plan because it permits
alternative forms of equity grants, including grants of restricted stock and
equity grants which can be made subject to performance-based vesting, affording
the Compensation Committee more flexibility in establishing appropriate
compensation packages for employees.  In addition, the Equity Plan
allows the Company to adapt to the continuing, highly competitive market for
executive talent and the market trend of offering alternative awards, so as to
remain competitive within the restaurant industry and continue to be able to
attract and retain employees.
 
 The Compensation Committee determines
the value of equity awards based upon the amount of total compensation
(excluding post-termination benefits) considered necessary by the Compensation
Committee to retain such an executive officer for such position, the performance
of the Company and Named Executive Officer during the previous year, the impact
of awards on the Company’s net income and the dilutive effect of awards on the
Company’s outstanding shares.  Furthermore, the Compensation Committee
allocates equity awards representing a greater proportion of total compensation
to those executive officers whose positions provide a greater ability to
directly affect the Company’s overall performance and
growth.
 
 The Compensation Committee usesfair valueto determine equity grant value, as
discussed below under theheading “Tax and Accounting Considerations,”
andto establish the value of
total equity grants to be awarded to each officer.  Consequently, the
amount of underlying stock will vary depending upon the stock price of the
Company’s Class A Common Stock on the grant date, which is the date on which the
Compensation Committee approves the award.  The share price of
restricted stock and exercise price of stock options are not repriced by the
Compensation Committee, nor does the Compensation Committee have a policy
permitting such repricing.  The Compensation Committee typically meets
to grant the awards as close as possible to the end of the Company’s fiscal
year, when the Committee can evaluate overall Company
performance.  Establishing a fixed total value gives the Company
greater ability to ensure accrual of consistent compensation costs
year-to-year.  The share price or exercise price of an equity award is
equal to the fair market value of the Company’s Class A Common Stock, which is
the average of the high and low price of stock on such day.  The
stock’s fair market value, rather than its closing market price, is used because
the Company believes such price is the more accurate representation of the value
of the Company’s stock on any given day.
 
 7
  For the fiscal year 2008, the Company
issued stock options and restricted stockthatwere subject to time based vesting
conditionswhichrequire that the officer be employed on
the vesting date to realize any value from the award.  The typical
vesting schedule for such awards provides that one-third of the shares covered
by the award vests upon each of the first, second and third anniversaries of the
grant date.  Such vesting periods are considered to be of long enough
duration to give significant financial incentive to the officer to remain with
the Company while being of short enough duration to allow realization of
financial incentives.
 
 Equity awards for the Named Executive
Officers consist of two-thirds (in value) stock options and one-third (in value)
restricted stock.  The Compensation Committee considered such
allocation optimal to balance the Company’s interest in motivating its officers
to increase the Company’s value, which is supported by the award of stock
options (which have no value unless and until the stock price begins to exceed
the exercise price) and its interest in rewarding officers for previous
performance through the award of restricted stock (which represents immediate
value upon vesting, yet still retains quality as a performance incentive since
its value changes with the price of the Company’s stock).
 
 On March 17, 2008, the Compensation
Committee approved equity awards for the fiscal year 2008, with a fair market
value equal to 100%, 85%, 40% and 40% of annual base salary for each of Messrs.
Schwartz, Garcia, Yoshimoto and Ortega, respectively.
 
 Post-Terminationand Other Benefits
 
 Overall
Philosophy
 
 The Company’s employment agreements with
certain Named Executive Officers provide for payments in the event of certain
terminations of employment, asdiscussed belowunder the heading “Post-Termination
Benefits and Change in Control.”  In general, the
Compensation Committee considers post-termination benefits to be an important
element of total compensation because they allow the Company to better recruit
and retain executive officers by offering competitive compensation
packages.  In addition,certain longstanding officers are
eligible for severance and change in control benefits since these benefits have
been terms of their employment agreements since 1997, and the Compensation
Committee believes that the elimination of these benefits would be a material
reduction in their total compensation.
 
 Trigger
Events
 
 The Company provides certain benefits to
all of the Named Executive Officers following a termination of employment as a
result of death or disability.  The Compensation Committee believes
that these benefits enhance the officers’ performance by eliminating
distractions relating to job security and family welfare and thereby fostering
the officers’ ability to focus upon execution of daily job
responsibilities.
 
 Pursuant to the terms of their
employment agreements, Messrs. Schwartz and Yoshimoto are eligible for severance
payments in connection with a termination of their employment by the Company
without cause, the termination of their employment by them with good reason, or
with respect to the Mr. Schwartz, the failure of the Company to renew or extend
his employment agreement.  In addition to alleviating concerns about
job security and family welfare, the Company considers these substitute
retirement benefits,which are maintained in lieu of any
other retirement plan dedicated to executive officers.
 
 In addition to the foregoing, Messrs.
Schwartz’s and Yoshimoto’s contracts include benefits which are payable to the
executive if he is terminated in connection with a change in control of the
Company.  The Company believes that providing these benefits in
connection with a change in control is an effective way of separating the
officers’ personal financial interests in maintaining their employment from the
stockholders’ interests in increasing the value of the Company through potential
corporate transactions.  In addition, these benefits are structured as
a “double trigger;” that is, the mere fact of the occurrence of the change in
control will not trigger
the payment.The
change in control must occur and the officer’s employment must terminate for the
benefit to become payable.  The Compensation Committee continues to
believe that this structure is appropriate to balance the Company’s interest in
ensuring that its executive officers’ interests’ are aligned with those of its
stockholders, while limiting the Company’s exposure for such payments to those
circumstances where the benefit is necessary for the protection of the
executive.
 
 8
  Benefits
Formula
 
 Payments in connection with a death or
disability are generally based on a multiple of monthly salary so that the value
of such benefit increases in proportion to salary increases, providing a certain
amount of support upon the occurrence of such events; however, in the event of
the death of Mr. Schwartz, the Company would pay a fixed amount approximately
equal to his compensation at the time such benefit was originally agreed
to.  Payments in connection with a termination without cause, with
good reason or in the event of a change in control are a multiple of annual base
salary but are reduced to reflect the remaining time in the officer’s employment
term.  The Compensation Committee believes that this appropriately
reflects the Company’s interest in providing security while reflecting the
officer’s expectation under the employment agreement.  Payment in
connection with a failure to renew is a fixed multiple of annual base salary in
order to establish a fixed amount of security and retirement benefits in such
event where the amount of time remaining under the term may not provide an
appropriate benefit.
 
 Tax and Accounting
Considerations
 
 Section 162(m) of the Internal Revenue
Code generally limits the deductibility of compensation (other than qualified
performance-based compensation) in excess of $1 million paid in a taxable year
to a company’s chief executive officer and the four other most highly
compensated executive officers.  The Compensation Committee considers
the impact of this deductibility limitation on its compensation
program, however,
in certain cases, the
Compensation Committee may determine that the Company’s interest in providing
necessary compensation may outweigh interest in tax
deductibility.
 
 Current accounting rules, including
Statement on Financial Accounting Standards No. 123R (FAS 123R), “Share-Based
Payment,” require the Company to record,as an expense,the estimated fair market value of
stock optionand restricted
stockgrants, which reduces
the Company’s reported profits.  The Compensation Committee considers
such impact of this expense when determining the types and values of equity
awards to be granted to employees, including Named Executive
Officers.
 
 The Company uses the Black-Scholes model
to determine the value of equity grants, which ensures that the amount of
compensation accrued annually by the Company in connection with its stock option
grants may be more simply compared year to year since the Black-Scholes model is
the same methodology used by the Company to determine its compensation expense
under FAS123R.
 
 Compensation and Stock Option Committee
Report
 
 The Company’s Compensation Committee has
reviewed and discussed with management the Compensation Discussion and Analysis
included in theAnnual Report on Form 10-K (the“Form 10-K”) and the Company’s Proxy Statement with
respect to the Company’s fiscal year ended March 30, 2008, filed pursuant to
Section 13 of the Securities Exchange Act of 1934.  Based on the
reviews and discussions referred to above, the Company’s Compensation Committee
recommended to the Board of Directors that the Compensation Discussion and
Analysis referred to above be included in theForm 10-K and the Proxy
Statement.
 
 Compensation and Stock Option
Committee
 
 John E. Abdo
(Chairman)
 Norman Becker
 J. Ronald Castell
 
 9
  Executive
Compensation
 
 SUMMARY COMPENSATION
TABLE
 
 The following table sets forth
compensation forthe
Company’s Chief Executive Officer,the Company’sChief Financial Officer andthe Company’sother most highly compensated executive
officers (the
Company’sNamed Executive Officers)during the fiscal year ended March 30,
2008.
 
 Name and
      Principal Position
              
              Fiscal
                Year
              
              
              Salary
                ($)
              
              
              Stock
                Awards
                ($)(1)
              
              
              Option
                Awards
                ($)(1)
              
              
              Non-Equity
                Incentive Plan
                Compensation
                ($)
              
              
              All
Other
                Compensation
                ($)(2)
              
              
              Total
                ($)Joel A. Schwartz,
      Chairman
                andChief Executive
      Officer
              
              2008
                2007
              
              
              $
              360,420
                355,377
              
              
              $
              1,500
                —
              
              
              $
              3,500
                —
              
              
              $
              45,053
                45,793
              
              
              $
              7,910
                7,148
              
              
              $
              418,383
                408,318Juan C. Garcia, President
      and
                Chief Operating
      Officer
              
              2008
                2007
              
              
              
              234,615
                177,500
              
              
              
              900
                —
              
              
              
              2,100
                —
              
              
              
              28,125
                24,062
              
              
              
              4,100
                4,580
              
              
              
              269,840
                206,142Taka Yoshimoto, Director
      and
                Executive Vice President
      —
                Operations
              
              2008
                2007
              
              
              
              211,088
                201,019
              
              
              
              400
                —
              
              
              
              800
                —
              
              
              
              16,676
                14,819
              
              
              
              4,286
                4,188
              
              
              
              233,250
                220,026Jose I.
Ortega,
                Vice President —Finance and
                Chief Financial
      Officer
              
              2008
                2007
              
              
              
              185,000
                158,950
              
              
              
              300
                —
              
              
              
              700
                —
              
              
              
              13,875
                20,945
              
              
              
              4,289
                4,481
              
              
              
              204,164
                184,376
  _____________________________
 
 (1)
              Represents the amount of
      compensation cost recognized by the Company inthefiscal yearended March 30, 2008related to stock and option
      awards granted inthefiscalyear2008, as described in Statement of
      Financial Accounting Standards No. 123R(SFAS 123R).  For a
      discussion of valuation assumptions, see Note1to the Company’s 2008 Consolidated
      Financial Statements included in theAnnual Report on Form 10-K forthefiscal year2008.
 (2)
              Other Compensation included
      Company-paid Group Term Life Insurance and automobile
      allowance.
 
 GRANTS OF PLAN-BASED AWARDS
TABLE
 
 The following table sets forth certain
additional information regardingthe range of possiblegrants of plan-based awards tothe Company’sNamed Executive Officers for the fiscal
year endedMarch 30,
2008.Actual grants awarded with respect to
the fiscal year 2008 are disclosed as “Non-Equity Plan Compensation in the
Summary Compensation Table” above.
 
 Under the Company’sCashIncentive Plan, each Named Executive
Officer may receive a cash award, which may be all or a portion of his maximum
overall bonus opportunity, which forthefiscal year 2008 was set at 50% of
annual base salary for Mr. Schwartz, 45% for Mr. Garcia, 40% for Mr. Yoshimoto
and 30% for Mr. Ortega.  Eligibility for 75% of the award is based on
exceeding certain targeted Company-wide results, while eligibility for the
remaining 25% is based on achieving other personal performance and management
goals specific to the individual’s role in the Company. Because the personnel
component is based on subjective criteria of individual achievement objectives,
the Company has assumed that, at the threshold level, a Named Executive Officer
has not achieved any objectives and, at a maximum level, a Named Executive
Officer has achieved all of his objectives.  With respect to the
Company component, the threshold and maximum levels are based on the minimum and maximum awards
50% and 100%, respectively,
under the plan. The plan provides for a range of payments between the threshold
amount and the maximum amount, which is determined by the achievement of various
levels of Company performance and a Named Executive Officer’s achievement of
personal objectives. Accordingly, there is no target under the Company’s plan
and the Company has omitted the column providing such
information.
 
 Under the Company’s Equity Plan, the
Compensation Committee determines the value of equity awards based upon, among
other things, the amount of total compensation (excluding post-termination
benefits) considered necessary to retain such an executive officer for such
position and the performance of the Company and Named Executive Officer during
the previous year.  Furthermore, the Compensation Committee
establishes the value of total equity grants to be awarded to each officer;
therefore, the amount of underlying stock will vary depending upon the stock
price of the Company’s Class A Common Stock on the grant date.
  10
  
 All
      OtherEstimated
      Future Pay-Outs
              
              
              
              All
      Other
              
              
              OptionUnder
      Non-Equity Incentive
              
              
              
              Stock
              
              
              Awards:
              
              
              Exercise
              
              
              Grant
      DatePlanAwards
              
              
              
              Awards:
              
              
              Number
      of
              
              
              orBase
              
              
              Fair
      ValueNumber
              
              
              Securities
              
              
              Price
      of
              
              
              of
      Stockof
      Stock
              
              
              Underlying
              
              
              Option
              
              
              and
      OptionName
              
              Threshold
              Maximum
              
              Grant
              
              or
      Units
              
              
              Options
              
              
              Awards
              
              
              Awards($)
              
              ($)
              
              Date
              
              (#)
      (1)
              
              
              (#)
      (2)
              
              
              ($/Share)
              
              
              ($/Share)Joel A.
      Schwartz
              
              $
              
              67,579
              
              
              $
              180,210
              
              3/17/08
              
              
              11,600
              
              
              
              69,600
              
              
              $
              10.35
              
              
              $
              390,804Juan C.
    Garcia
              
              
              
              42,188
              
              
              
              112,500
              
              3/17/08
              
              
              6,800
              
              
              
              41,100
              
              
              
              10.35
              
              
              
              230,259Taka
    Yoshimoto
              
              
              
              31,663
              
              
              
              84,435
              
              3/17/08
              
              
              2,700
              
              
              
              16,300
              
              
              
              10.35
              
              
              
              91,352Jose I.
    Ortega
              
              
              
              20,813
              
              
              
              55,500
              
              3/17/08
              
              
              2,400
              
              
              
              14,300
              
              
              
              10.35
              
              
              
              80,467
  ________________________________
  (1)
              Each such award
      consistsof restricted shares of Class A
      Common Stock subject to a risk of forfeiture which lapses as to
      approximately one-thirdof the shares covered by the
      awardon each of the
      first three anniversaries of the grant date.
 
 (2)
              Each such award consists of an
      option to purchase Class A Common Stock that has a term ofsevenyears and is exercisable as to
      approximately one-thirdof the shares covered by the awardon each of the first
      three anniversaries of the grant
date.
 
 NARRATIVE ADDENDUM TO THE SUMMARY
COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
  Employment
Agreements
 
 The Company originally entered into an
employment agreement with Mr. Schwartz on April 1, 2001 and, pursuant to an
amendment dated May 27, 2004, such agreement was extended until March 31, 2009.
The employment agreement provided for an initial annual base salary of $300,000,
subject to annual adjustment based on cost of living increases.  On
March 17, 2008, the Company entered into an amended and restated employment
agreement with Mr. Schwartz, providing that he continue to serve as Chief
Executive Officer until March 31, 2011 for an initial base salary of $400,000,
subject to annual adjustments based on cost of living
increases.
 
 The Company entered into an employment
agreement with Mr. Yoshimoto on April 1, 2006, to continue to serve as Executive
Vice President — Operations through March 31, 2009, providing for an initial
base salary of $187,209 and subject to annual adjustment based on cost of living
increases.
 
 The Company entered into an employment
agreement with Mr. Ortega on August 28, 2006, in connection with Mr. Ortega’s
promotion to serve as Vice President — Finance and Chief Financial Officer
through August 31, 2009, providing for an initial annual base salary of
$185,000.
 
 The Company entered into an amended and
restated employment agreement with Mr. Garcia on June 18, 2007, effective as of
April 2, 2007,the date upon which Mr. Garcia was
promoted to serve as President and Chief Operating Officer.  The
employment agreement provides forMr. Garcia to serve in both positions
through March 31, 2010, withan initial annual base salary of
$250,000, subject to annual adjustment based on cost of living increases.Mr. Garcia is
also entitled to receive a performance-based bonus of up to 25% of his base
salary, as determined by the Compensation Committee and Chief Executive Officer,
as discussed above under the heading "Cash Incentive
Plan."
  The terms of the employment agreement
with each of the Named Executive Officers provide for bonuses and equity awards
determined by the Company’s Board of Directors under the Company’sCashIncentive Plan or Equity Plan,
respectively (as each such plan is discussed under the “Grants of Plan-Based Awards
Table”in this Form
10-K/A).  Additionally, pursuant to the terms of the employment
agreement with each of the Named Executive Officers, each such officer will be
eligible to participate in the health, insurance and other benefit plans
generally available to the Company’s executive officers and will be entitled to
receive an automobile expense allowance between $200 and $300 per
month.Last, the Named Executive Officers are
eligible for severance payments upon certain events of termination of their
employment, as discussed under the heading “Post-Termination Benefits and Change
in Control” section in this Form 10-K/A.
 
 11
  Equity
Plan
 
 The
long-term incentive compensation plan pursuant to which the Company presently
grants equity awards is the Company’s 2007 Equity Incentive
Plan.  Pursuant to the Equity Plan, employees, including the Named
Executive Officers, may be granted stock options, stock awards, stock
appreciation rights and stock equivalent units (the Awards).  The
exercise price of all stock options to purchase Class A Common Stock, including
Incentive Stock Options, as defined by Section 422 of the Internal Revenue Code
of 1986, is the stock’s fair market value, which is the average of the high and
low price of the Class A Common Stock on the grant date.  In the
fiscal year 2008, the Company granted only restricted stock awards and stock
options.  All employees of the Company and its subsidiaries and
non-employee directors are eligible to receive Awards under the Equity
Plan.  The Equity Plan provides that the Compensation Committee may
determine which employees are granted Awards and the number of shares subject to
each Award.  The non-employee directors are eligible for automatic
grants of stock options, as further discussed below under the heading “Director
Compensation.”
 
 Prior to
the adoption of the Equity Plan, the Company granted stock options to its
employees and directors under its 2003 Directors’ Stock Option Plan, 2000
Employees Class A Common Stock Option Plan and other prior plans (the Prior
Plans).  Following adoption of the Equity Plan, the Company ceased to
issue stock options under the Prior Plans, however all options previously issued
under the Prior Plans which remain outstanding continue to be governed by the
terms of such Prior Plans.
 
 12
  OUTSTANDING EQUITY AWARDS AT FISCAL YEAR
END TABLE
 
 The following table sets forth
information regarding each unexercised option held by each ofthe Company’sNamed Executive Officers as ofMarch 30, 2008.
  Options
    Awards
                
                
                
                Stock
AwardsNumber of
                
                
                Number ofSecurities
                
                
                Securities
                
                
                
                
                
                
                Number ofUnderlying
                
                
                Underlying
                
                
                
                
                
                
                Shares or
    Units
                
                
                Market Value
    ofUnexercised
                
                
                Unexercised
                
                
                Option
                
                
                
                of Stock
    That
                
                
                Shares or Units
      ofOptions
                
                
                Options
                
                
                Exercise
                
                Option
                
                Have Not
                
                
                Stock That
    HaveExercisable
                
                
                Unexercisable
                
                
                Price
                
                Expiration
                
                Vested
                
                
                Not VestedName
                
                
                (#)
                
                
                
                (#) (1)
                
                
                ($/Share)
                
                Date
                
                
                (#)(2)
                
                
                ($)(3)Joel A.
      Schwartz
                
                
                57,500
                
                
                
                —
                
                
                $
                6.5942
                
                5/7/09
                
                
                11,600
                
                
                $
                131,31228,750
                
                
                
                —
                
                
                
                6.6209
                
                5/7/0940,250
                
                
                
                —
                
                
                
                8.9855
                
                9/1/0920,125
                
                
                
                —
                
                
                
                9.0122
                
                9/1/0957,500
                
                
                
                —
                
                
                
                7.8261
                
                5/12/1028,750
                
                
                
                —
                
                
                
                7.8528
                
                5/12/1051,750
                
                
                
                —
                
                
                
                4.9623
                
                4/24/1125,875
                
                
                
                —
                
                
                
                4.9890
                
                4/24/1157,500
                
                
                
                —
                
                
                
                11.1884
                
                6/7/1228,750
                
                
                
                —
                
                
                
                11.2151
                
                6/7/12—
                
                
                
                69,600
                
                
                
                10.3500
                
                3/17/15Juan
      C. Garcia
                
                
                34,500
                
                
                
                —
                
                
                
                7.8261
                
                5/12/10
                
                
                6,800
                
                
                
                76,97617,250
                
                
                
                —
                
                
                
                7.8528
                
                5/12/1028,750
                
                
                
                —
                
                
                
                4.9623
                
                4/24/1114,375
                
                
                
                —
                
                
                
                4.9890
                
                4/24/1134,500
                
                
                
                —
                
                
                
                11.1884
                
                6/7/1217,250
                
                
                
                —
                
                
                
                11.2151
                
                6/7/12—
                
                
                
                41,100
                
                
                
                10.3500
                
                3/17/15Taka
      Yoshimoto
                
                
                23,000
                
                
                
                —
                
                
                
                8.9855
                
                9/1/09
                
                
                2,700
                
                
                
                30,56411,500
                
                
                
                —
                
                
                
                9.0122
                
                9/1/0946,000
                
                
                
                —
                
                
                
                7.8261
                
                5/12/1023,000
                
                
                
                —
                
                
                
                7.8528
                
                5/12/1046,000
                
                
                
                —
                
                
                
                11.1884
                
                6/7/1223,000
                
                
                
                —
                
                
                
                11.2151
                
                6/7/12—
                
                
                
                16,300
                
                
                
                10.3500
                
                3/17/15Jose I.
    Ortega
                
                
                —
                
                
                
                14,300
                
                
                
                10.3500
                
                3/17/15
                
                
                2,400
                
                
                
                27,168
 
 
 (1)
              Each such option was granted on
      March 17, 2008 and is exercisable as to approximately one-thirdof the shares covered
      by the awardon each
      of the first three anniversaries of such date.(2)
              Each such stock award was granted
      on March 17, 2008 and is subject to a risk of forfeiture which lapses as
      to approximately one-third of the shares covered by the award on each of
      the first three anniversaries of such date.(3)
              The market value of shares of
      stock that have not vested was $11.32, which was theclosingpriceper share of the Company’s Class A
      Common Stock on March 30,
2008.
 
 13
  OPTION EXERCISES AND STOCK VESTED
TABLES
 
 The following table shows the number of
shares acquired upon exercise of stock options by each ofthe Company’sNamed Executive Officers during the
fiscal year endedMarch 30,
2008.There were no stock awards granted
under the Equity Plan which vested in the fiscal year 2008.
 Option
    AwardsName
              
              Number of
      Shares
                Acquired on
      Exercise
                (#)
              
              
              Value Realized
                on Exercise
                ($)(1)Joel A.
      Schwartz
              
              112,125
              
              
              
              $
              1,457,000Juan C.
    Garcia
              
              -
              
              
              
              
              -Taka
    Yoshimoto
              
              -
              
              
              
              
              -Jose I.
    Ortega
              
              -
              
              
              
              
              -
 
  (1)
                The “value realized on exercise”
      is the difference between the market price of the underlying security at
      exercise and the exercise price of the
      option.
 NONQUALIFIED DEFERRED
COMPENSATION
 
 The following table shows the executive
contributions, earnings and account balances for the Named Executive Officerswho participated
inthe Company’sDeferred Compensation
Plan.  The Deferred Compensation Plan allows key employees,including the Named Executive Officers,
to defer up to 20% of their annual base salary and up to 100% of their annual
bonusesuntil resignation
from service at the Company or age 55, whichever is later, or if earlier, their
disability (as defined in the Deferred Compensation Plan) or death.Deferred amounts may be invested among
several investment programs at the participant’s option.Participants’ obligation to
payfederal or state income
taxon contributions to the
plan is deferred until withdrawal of such amounts. The Company doesnot match any of the amounts deferred by
participants in the Deferred Compensation Plan.
 
 Employees who participate in the
Deferred Compensation Plan may invest deferred monies in a range of investment
vehicles, including Money
Markets, Bonds and Mutual Funds. Over the last three years, these investments
have yielded lessthan 5%
perannum.
 
 The Company does not make contributions,
including matching contributions, to the Deferred Compensation
Plan.
 
 Name
              
              Executive
      Contributions
                in Last
      FY
                ($) (1)
              
              
              Aggregate
      Earnings
                in Last FY
                ($)
              
              Aggregate
                Withdrawals/
                Distributions
                ($)
              
              
              Aggregate Balance at Last Fiscal
      Year End
                ($)Joel A.
      Schwartz
              
              $
              26,000
              
              
              $
              (8,857)
              
              $
              -
              
              
              $
              318,896Juan C.
    Garcia
              
              
              -
              
              
              
              -
              
              
              -
              
              
              
              -Taka
    Yoshimoto
              
              
              -
              
              
              
              -
              
              
              -
              
              
              
              -Jose I.
    Ortega
              
              
              -
              
              
              
              -
              
              
              -
              
              
              
              -
 
 (1)
                The amounts set forth in this
      column have also been reported as “Salary” in the Summary Compensation
      Tableabove.
 POST-TERMINATION BENEFITS AND CHANGE IN
CONTROL
  Compensation upon Termination of
Employment
 
 The Company’s amended and restated
employment agreement with Mr. Schwartz provides that, in the event of
termination of his employment without cause, for good reason, due to disability,
as a result of his resignation after a change in control of the Company or as a
result of a failure to renew or extend Mr. Schwartz’s employment agreement, he
shall receive a payment equal to five times his annual base salary in effect at
the time of such termination.  In addition, if Mr. Schwartz’s
employment is terminated without cause, for good reason or as a result of his
resignation after a change in control of the Company, he shall receive an
additional payment equal to his annual base salary in effect at the time of such
termination multiplied by the number of years remaining under his employment
agreement.  Each such paymentis tobe paid in sixty equal monthly
installments, subject to certain delays in payment which might be required under
applicable law.
 
 14
  In the event of the death of Mr.
Schwartz, the employment agreement provides that the Company shall pay his
beneficiary or other designated person $350,000 less the amount of any insurance
on Mr. Schwartz’s life which the Company has purchased.  In addition,
in the event of Mr. Schwartz’s resignation after a change in control
of the Company, he has the right at any time within twelve months following the
date of such change in control to cause the Company to repurchase any options
granted him in connection with his services as an employee, officer, director at
a purchase price equal to the difference between the closing price of the
appropriate stock on the stock exchange on which the Company’s stock is listed,
on the date immediately prior to the exercise of such rights, and the exercise
price of such option.  In the event of the termination of Mr.
Schwartz’s employment for any reason (other than termination by the Company with
cause), for a period of three years immediately following such termination the
Company shall provide Mr. Schwartz and his family members with continued group
medical and dental insurance coverage or payments in lieu
thereof.
 
 Mr. Schwartz’s right to receive any
payment in connection with termination of his employment is conditioned upon his
execution of a general release with respect to the Company.  For a
period commencing upon the termination of Mr. Schwartz’s employment and ending
the later of one year following such termination or the date on which the
Company’s obligations to make payments to him terminate, Mr. Schwartz is
prohibited from engaging in any business activity within the United States (or
any other area in which the Company conducts substantial business operations)
which competes with the Company’s business or solicit, directly or indirectly,
any of the Company’s employees, customers or accounts.
 
 The Company’s employment agreement with
Mr. Yoshimoto provides that if heis terminated without cause
orMr. Yoshimoto resigns
after a change in control of the Company, he shall receive an additional payment
equal to his annual base salary multiplied by the number of years remaining
under his employment agreement.  In the event Mr. Yoshimoto’s
employment is terminated, unless such termination is a result of the Company’s
breach of the employment agreement, Mr. Yoshimoto is prohibited from engaging,
directly or indirectly in any business activity within the United States which
competes with the Company’s business, provided that he may own any class of
securities of any corporation which is regularly traded on any stock exchange or
over-the-counter market.
 
 In the event of the death or disability
of any of Messrs. Ortega, Garcia and Yoshimoto, the Company’s employment
agreements with each Named Executive Officer provides that the Company shall pay
such person, his designee or his beneficiary his monthly base salary in effect
at the time of such event for a period of three months after such
event.
 
 Set forth in the table below are
reasonable estimates of the potential amounts payable to a Named Executive
Officer assuming his employment was terminated without cause, in connection with
a change in control of the Company or as a result of disability or death, in
each case, based on a termination date of March 30, 2008.
 
 Name
                
                Termination
                  Without Cause
                  ($)
                
                
                Change in
                  Control
                  ($)
                
                
                Disability
                  ($)
                
                
                Death
                  ($)Joel A. Schwartz(1)
                
                $
                2,884,300
                
                
                $
                2,884,300
                
                
                $
                1,802,100
                
                
                $
                350,000Juan C.
    Garcia
                
                
                -
                
                
                
                -
                
                
                
                62,500
                
                
                
                62,500Taka
    Yoshimoto
                
                
                211,100
                
                
                
                211,100
                
                
                
                52,800
                
                
                
                52,800Jose I.
    Ortega
                
                
                -
                
                
                
                -
                
                
                
                46,300
                
                
                
                46,300


(1)
              If, on or after
      March 31, 2011, Mr. Schwartz’s employment agreement is not renewed or
      extended, Mr. Schwartz would receive a payment of $1,802,100.  If
      Mr. Schwartz’s employment agreement is terminated by him for good reason,
      Mr. Schwartz would receive a payment of $2,884,300.  In
      either event, as well as if Mr. Schwartz’s employment agreement is
      terminated for any other reason (other than for cause), for a period of
      three years following any termination of employment,payments made by
      the Company to or on behalf of Mr. Schwartz for the continuation of health
      care benefits would beapproximately$20,000on an annual
      basis.
 
 15
  DIRECTOR
COMPENSATION
 
 The table below summarizes the
compensationearnedby non-employee directors for the
fiscal year endedMarch 30,
2008.
 
 Name
              
              Fees Earned or
                Paid in Cash
                ($)
              
              
              Option
                Awards
                ($)(1)(2)
              
              
              All Other
                Compensation
                ($)
              
              
              Total
                ($)John E.
Abdo
              
              $
              31,500
              
              
              $
              88,100
              
              
              $
              -
              
              
              $
              119,600Kevin Y. Aoki(3)
              
              
              10,500
              
              
              
              14,000
              
              
              
              -
              
              
              
              24,500Norman
    Becker
              
              
              42,750
              
              
              
              88,100
              
              
              
              -
              
              
              
              130,850J. Ronald Castell(4)
              
              
              29,000
              
              
              
              88,100
              
              
              
              30,000
              
              
              
              147,100Lewis Jaffe
              
              
              33,750
              
              
              
              88,100
              
              
              
              -
              
              
              
              121,850Richard C. Stockinger(5)
              
              
              13,750
              
              
              
              18,500
              
              
              
              -
              
              
              
              32,250Robert B.
      Sturges
              
              
              43,000
              
              
              
              88,100
              
              
              
              -
              
              
              
              131,100Joseph J.
    West
              
              
              28,750
              
              
              
              88,100
              
              
              
              -
              
              
              
              116,850


(1)
              Represents the amount of
      compensation cost recognized by the Company in the fiscal year ended March
      30, 2008 related to stock option awards granted inthe fiscal year 2008 andprior years, as
      described in Statement of Financial Accounting Standards No. 123R (SFAS
      123R).The
      grant date fair value of option awards granted during fiscal year ended
      March 30, 2008 was $5.56.For a discussion of valuation
      assumptions, see Note 1to the Company’s 2008 Consolidated
      Financial Statements included in the Company’s Annual Report on Form 10-K
      for thefiscalyear ended March 30,
      2008.
 
 (2)
              The aggregate number of option
      awards outstanding for each director at March 30, 2008 is as follows: Mr.
      Abdo – 154,000 shares, Mr. Becker –110,875shares, Mr. Castell – 40,000
      shares, Mr. Jaffe –55,000 shares, Mr. Stockinger –
      10,000 shares, Mr. Sturges –55,000 shares and Mr. West – 40,000
      shares.
 
 (3)
              Mr. Aoki resignedasdirector on November 2, 2007.
      Accordingly, compensation paid to Mr. Aoki represents those services Mr.
      Aoki providedduring
      his timeas a
      director inthefiscalyear2008.Additionally, as of March 30,
      2008, Mr. Aoki did not have any stock options
      outstanding.
 
 (4)
              Duringthefiscalyear2008, J. Ronald Castell provided
      certain marketing consulting servicesto the Company. Mr. Castell earned approximately
      $30,000 in consulting fees duringthe fiscal year 2008, included
      under the caption “All Other
  Compensation.”
 
 (5)
              Mr. Stockinger was elected as
      director on November 2, 2007. Accordingly, compensation paid to Mr.
      Stockinger represents those services Mr. Stockinger provided during his
      time as a director in the remainder of the fiscal year
      2008.
 
 Director Fees
 
 During the fiscal year endedMarch 30, 2008,the Companyprovided the following standard
compensation tothe
Company’snon-employee
directors: $15,000 per year for service as a director plus a fee of $1,500 for
each board meeting attended in person (or $750 for each meeting attended
telephonically).  Additionally,the Companyprovided compensation to non-employee
directors of $1,500 for each committee meeting attended in person (or $750 for
each meeting attended telephonically); compensation for committee meetings,
however, was reduced to $1,000 for meetings held on the same day as board
meetings.The
Companyprovided
compensation of $7,500 per year to the chairman of the Audit Committee and
$2,500 per year to the chairman of each of the other
committees.The
Companyalso provided
compensation of $5,000 per year tothe Company’sIndependent Lead
Director.  All directors are reimbursed for expenses incurred onthe Company’sbehalf.
 
 16
  Automatic Option
Grants
 
 Each non-employee director participates in the existing Equity
Plan.  Under this
plan, options to purchase 10,000 shares of Class A Common Stock (as adjusted in
the event any changes inthe Company’soutstanding stock;e.g., due to a stock dividend or merger) are
automatically granted annually to each non-employee director on the date ofthe Company’sAnnual Meeting of
Stockholders.  Options granted under theEquity Plan are exercisable ratably as to
one-third of the sharesunderlying the option on each of the
six-month, first and second year anniversaries of the grant date.  All options granted under
theEquity Plan have a term often years from the date of grant and
have an exercise price equal to the fair market value of a share on the date of
grant.  All options remain exercisable for a period of three
months(other than for
death, in which case the options remain exercisable for a period of twelve
months), or its stated term
if shorter, following the cessation of a non-employee directors’ membership on
the Company’s Board of Directors.
 
 Item 12.Security
Ownership of Certain Beneficial Owners and Management
 
 EQUITY
COMPENSATION PLAN INFORMATION
 
 The
following table sets forth information, as of March 30, 2008 with respect to
shares of the Company’s Common Stock and Class A Common Stock which may be
issued under its equity compensation plans.
 
 Plan
      Category
              
              Number
      of securities to be
                issued
      upon exercise of outstanding options,
                warrants and
      rights
              
              
              Weighted
      average exercise price of outstanding
                options,
      warrants andrights
              
              
              Number
      of securities
                remainingavailable
      for
                future
      issuanceunder
                equity
      compensationplans
      (excluding securities
                reflected in column (a))(a)
              
              
              (b)
              
              
              (c)Equity
      compensation plans approved by securityholders
              
              
              1,520,713 (1)
              
              
              $
              9.92
              
              
              
              410,700 (2)Equity
      compensation plans
                not
      approved by securityholders
              
              
              8,625 (3)
              
              
              
              5.23
              
              
              
              -Total
              
              
              1,529,338
              
              
              $
              9.90
              
              
              
              410,700


(1)
              Consists of402,054shares of Common Stock and1,118,659shares of Class A Common Stock,
      in each case, underlying outstanding options under the Equity Plan and
      Prior Plans.
 
 (2)
              Consists of Class A Common Stock
      reserved for issuance under the Equity
  Plan.
 
 (3)
              Consistsof 2,875 shares of Common Stock
      and 5,750 shares of Class A Common Stock, in each case, underlying
      outstanding options under a stock option agreement with a Company
      director.
 
 17
  SECURITY
OWNERSHIP
 
 The
following tables set forth information relating to the beneficial ownership of
the Company’s Common Stock and Class A Common Stock by all persons the Company
knows to beneficially own more than 5% of the Company’s Common Stock or Class A
Common Stock outstanding on June 30, 2008 and by all of the Company’s executive
officers and directors.  As of June 30, 2008, there were 6,118,164
shares of Common Stock and 9,161,236 shares of Class A Common Stock outstanding.
Except as otherwise noted, the named person owns directly and exercises sole
voting power and investment discretion over the shares listed as beneficially
owned.
 
 COMMON STOCK
 
 Name (and address if applicable)
      of

                Beneficial Owners, Officers and
      Directors
              
              Position with

                theCompany
              
              Amount and Nature of

                Beneficial Ownership(1)(2)
              
              Percent
                of Class(1)Benihana of Tokyo, Inc.(3)
              Stockholder
              2,148,252
              
              27.9%232 East 63rdStreetNew York, New York
      10021Kyle Aoki(3)
              Stockholder
              2,148,252
              
              27.9%Grace Aoki(3)
              Stockholder
              2,148,252
              
              27.9%Kevin Y. Aoki(3)
              Stockholder
              2,148,252
              
              27.9%Kenneth Podziba(3)
              Stockholder
              2,148,252
              
              27.9%BFC Financial Corporation(4)
              Stockholder
              1,578,943
              
              20.5%1750 East Sunrise
      BoulevardFt. Lauderdale, Florida
      33304Dane Andreeff(5)
              Stockholder
              661,038
              
              8.6%AndreeffEquity Advisors,
      L.L.C.(5)
              Stockholder
              661,038
              
              8.6%450 Laurel Street, Suite
      2105Baton Rouge, Louisiana
      70801River Road Asset Management, LLC(6)
              Stockholder
              409,765
              
              5.3%462 South Fourth StreetSuite 1600Louisville, Kentucky
      40202Joel A. Schwartz(7)(8)
              Chief Executive
      Officer/Director
              235,340
              
              3.0%Taka Yoshimoto(7)
              Executive Vice
      President–
              148,200
              
              1.9%Restaurant
      Operations/DirectorJohn E. Abdo(7)
              Director
              77,833
              
              1.0%Juan C. Garcia(7)
              President
              48,875
              
              *Norman Becker(7)
              Director
              37,708
              
              *Richard Stockinger(7)
              Director
              15,237
              
              *Robert B. Sturges(7)
              Director
              13,333
              
              *Lewis Jaffe(7)
              Director
              13,333
              
              *JosephJ. West(7)
              Director
              9,333
              
              *J. Ronald Castell(7)
              Director
              8,333
              
              *Jose I. Ortega(7)
              Vice President –
      Finance,
              525
              
              *Chief Financial
      OfficerAll directors and officers as a
      group(7)
              
              608,050
              
              7.5%  18
 CLASS A COMMON STOCK
 
 Name (and address if applicable)
      of

                Beneficial Owners, Officers and
      Directors
              
              Position with

                theCompany
              
              Amount and Nature of

                Beneficial Ownership(1)(2)
              
              Percent
                of Class(1)River Road Asset Management, LLC(9)
              Stockholder
              1,112,329
              
              12.1%462 South Fourth StreetSuite 1600Louisville, Kentucky
      40202Lord, Abbett & Co. LLC(10)
              Stockholder
              1,107,181
              
              12.1%90 Hudson
      StreetJersey City, NJ
      07302Dane Andreeff(11)
              Stockholder
              731,258
              
              8.0%Andreeff Equity Advisors, LLC(11)
              Stockholder
              731,258
              
              8.0%450 Laurel Street, Suite
      2105Baton Rouge, Louisiana
      70801Connors Investor Services, Inc.(12)
              Stockholder
              499,575
              
              5.5%1210 Broadcasting
      RoadWyomissing, PA
      19610Joel A. Schwartz(13)(14)
              Chief
    Executive
              315,284
              
              3.3%Officer/DirectorTaka Yoshimoto(14)
              Executive
      Vice
              118,600
              
              1.3%President–Restaurant
      Operations/DirectorJuan C. Garcia(14)
              President
              107,550
              
              1.2%John E. Abdo(14)
              Director
              99,000
              
              1.1%Norman Becker(14)
              Director
              79,750
              
              *Robert B. Sturges(14)
              Director
              30,000
              
              *Lewis Jaffe(14)
              Director
              30,000
              
              *J. Ronald Castell(14)
              Director
              20,000
              
              *Joseph J. West(14)
              Director
              20,000
              
              *Richard Stockinger(14)
              Director
              3,333
              
              *Jose I. Ortega(14)
              Vice
      President – Finance,
              2,400
              
              *Chief Financial
      OfficerAll directors and officers as a
      group(14)
              
              825,917
              
              8.3%  19
 Notes
 
 (1)
              For purposes of the beneficial
      ownership and the percentage ownership of each person, the shares of the
      Company’s Common Stock which BFC Financial
      Corporation would own upon conversion of the entirety of its holdings of
      the Company’s Convertible Preferred Stock are
      considered outstanding.
 
 (2)
              Shares of the Company’s Common Stock are convertible at
      any time into shares
      of the Company’s Class A Common Stock at the
      option of the holder.  Therefore, each beneficial owner of the
      Company’s Common Stock may be deemed the
      beneficial owner of the same number of shares of the Company’s Class A Common
      Stock.The
      holdingslisted in
      the table setting forth beneficial ownership of Class A Common
      Stock donot include holdings of Common
      Stock (as converted).
 
 (3)
              All of the issued and outstanding
      capital stock of Benihana of Tokyo, Inc. (the “Benihana of Tokyo
      Stock”) is
      ownedby a trust of
      which Kevin Y. Aoki, Kyle Aoki,Grace Aokiand Kenneth Podzibaare the named
      trustees.  By reason of such positions, such individuals may be
      deemed to share beneficial ownership of the Benihana of Tokyo Stock and
      the shares of the Company’sstock owned by Benihana of
      Tokyo.
 
 (4)
              RepresentsCommon Stock which BFC Financial
      Corporation would ownupon conversion ofits Convertible Preferred Stock (see“Certain Relationships and Related
      Transactions”).
 
 (5)
              Based
      solely on Schedule 13G filed by such person on February 14,
      2008.  Such person has shared voting power as to 661,038 shares
      of Common Stock and shared dispositive power as to 661,038 shares of
      Common Stock.  Mr. Andreeff is a control person of Andreeff
      Equity Advisors, L.L.C., in accordance with Rule 13d-1(b)(1)(ii)(G) of the
      Securities Exchange Act of 1934.  Mr. Andreeff also owns
      interest in Maple Leaf Capital I, L.L.C., which is the general partner of
      certain limited partnerships which own shares of Common Stock, including,
      Maple Leaf Partners, L.P. and Maple Leaf Offshore,
      Ltd.  Andreeff Equity Advisors, L.L.C. is the investment adviser
      of each such limited partnership.  On July 9, 2008, a Schedule
      13G was filed by Maple Leaf Partners, L.P. indicating such person has
      shared voting power as to 309,615 shares of Common Stock (4.0% of Common
      Stock outstanding as of June 30, 2008) and shared dispositive power as to
      309,615 shares of Common Stock.  On May 9, 2008, a Schedule 13G
      was filed by Maple Leaf Offshore, Ltd. indicating such person has shared
      voting power as to 330,894 shares of Common Stock (4.3% of Common Stock
      outstanding as of June 30, 2008) and shared dispositive power as to
      330,894  shares of Common
Stock.
 
 (6)
              Based solely on Form 13F filed by
      such person on April 30, 2008.  Such person has sole voting
      power as to 320,835 shares of Common Stock and sole dispositive power as
      to 409,765 shares of Common
Stock.
 
 (7)
              Beneficial ownership on this table
      includes the following Common Stock which may be purchased by exercise of
      optionswhich are
      presently exercisable or which will become exercisable within60 daysof June 30, 2008: Mr. Schwartz–132,250shares; Mr. Yoshimoto–57,500shares; Mr. Garcia–48,875 shares; Mr. Abdo–46,333shares; Mr. Becker–31,958shares; Mr. Sturges–13,333shares; Mr. Jaffe–13,333shares; Mr. Castell–8,333 shares; Mr. West–8,333 shares; all officers and
      directors as a group–360,248shares.
 
 (8)
              Includes 15 shares of Common Stock
      owned by Mr. Schwartz’s son, as to which shares Mr.
      Schwartz disclaims
      beneficial interest.
 
 (9)
              Based solely onForm 13Ffiled by such person onApril 30, 2008.  Such person hassolevoting power as to876,379shares of Class A Common Stock
      and soledispositive power as to1,112,329shares of Class A Common
      Stock.
 
 (10)
              Based solely onForm 13Ffiled by such person onMay 14, 2008.  Such person hassolevoting power as to793,875shares of Class A Common Stock
      andsoledispositive power as to1,107,181shares of Class A Common
      Stock.
 
 (11)
              Based solely on Schedule 13G
      filed by such person
      on February 14, 2008.  Such person has sharedvoting power as to731,258shares of Class A Common Stock
      and shared dispositive power as to731,258shares of Class A Common
      Stock.Mr. Andreeff
      is a control person ofAndreeff Equity Advisors, L.L.C., in
      accordance with Rule 13d-1(b)(1)(ii)(G) of the Securities Exchange Act of
      1934.  Andreeff Equity Advisors, L.L.C. is the investment
      adviser of certain limited partnerships which own shares of Class A Common
      Stock.
 
 (12)
              Based solely onForm13Ffiled by such person onMay 14,
      2008.  Such
      person has sole voting power as to343,575shares of Class A Common Stock and
      sole dispositive power as to499,575shares of Class A Common
      Stock.
 
 (13)
              Includes 1 share of Class A
      CommonStock owned by
      Mr.Schwartz’s son, as to which share Mr.
      Schwartz disclaims beneficial
interest.
 
 (14)
              Beneficial ownership on this table
      includes the following shares of Class A Common Stock which may be
      purchased by exercise of options which are presently exercisable or
      which will become
      exercisable within 60 daysof June 30, 2008:  Mr. Schwartz–264,500 shares; Mr. Yoshimoto -
      115,000 shares; Mr. Garcia–97,750 shares; Mr. Abdo–96,000shares; Mr. Becker–67,250shares;Mr. Stockinger–3,333 shares;Mr. Sturges–30,000shares; Mr. Jaffe–30,000shares; Mr. Castell–20,000shares; Mr. West–20,000shares; all officers and
      directors as a group–743,833shares.
 
 20
  Item
13.Certain
Relationships,Related
Transactionsand
Director Independence
 
 CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS
 
 Benihana of Tokyo, Inc. (“BOT”) owns
shares representing approximately 28% of the votes represented by the Company’s
Common Stock, which class elects 75% of the directors.
 
 A trust, of which Kevin Y. Aoki (a
former director and former Vice President – Marketing of the Company), Grace
Aoki and Kyle Aoki, Kevin’s siblings,and Kenneth Podzibaare the trustees, is the owner of the
BOT stock.
 
 BOT owns a Benihana restaurant in
Honolulu, Hawaii (the “Honolulu Restaurant”) and all rights to the Benihana name
and trade names, service marks and proprietary systems outside the territory
served by the Company which consists of the United States (except for rights
related to the State of Hawaii) and Central and South America and the islands of
the Caribbean Sea.  The Company also granted to BOT a perpetual
license to operate the Honolulu Restaurant and an exclusive license to own and
operate Benihana restaurants in Hawaii.  This license is royalty-free
with respect to any Hawaiian restaurant beneficially owned by BOT or its
affiliates and bears a royalty of 6% of gross revenues in the event the
restaurants are transferred to an unaffiliated third party.
 
 TheCompanysold an aggregate 800,000 shares of its
Series B Preferred Stock to BFCFinancial Corporation (“BFC”), a
diversified holding company with operations in banking, real estate and other
industriesfor
$20million.  John E. Abdo, a director of
the Company, is a director and Vice Chairman of the Board of BFC and is a
significant shareholder of BFC.  The sale of Series B Preferred Stock
was completed in two tranches duringthefiscal years 2005 and
2006.  The sale of Series B Preferred Stock resulted in net aggregate proceeds of $19.2
million ($9.3 millioninthefiscalyear2005 and $9.9 millioninthefiscalyear2006).BFC receives quarterly dividends at an
annual rate equal to $1.25 per share of Series B Preferred
Stock.
 
 In October 2007, the Company entered
into a lease for a Benihana restaurant to be located in Orlando, FL, with an
annual rent of approximately $140,000 and a base term of 20 years. The landlord
is Bluegreen Vacations Unlimited, Inc., a subsidiary of Bluegreen Corporation.
Two directors of the Company, John E. Abdo and Norman Becker, are also directors
of Bluegreen Corporation. As of March 25, 2008, Mr. Abdo was deemed to
beneficially own 9,567,325 shares of Common Stock of Bluegreen Corporation
(30.3% of total outstanding shares).
 
 Darwin C. Dornbush, the Company’s
Secretary, is a partner in Dornbush Schaeffer Strongin & Venaglia, LLP, a
law firm. In the fiscal years 2008, 2007 and 2006, the Company incurred
approximately $0.9 million, $0.8 million and $0.7 million, respectively, in
legal fees and expenses to Dornbush Schaeffer Strongin & Venaglia,
LLP.
 
 Pursuant to its Charter, the Audit Committee reviews and
pre-approves all “related
party transactions”as such
transactions are defined by Item 404 of Regulation S-K of the Securities Act of
1933.
 
 DIRECTOR
INDEPENDENCE
 
 The Board
has determined that the following directors, for the fiscal year ended March 30,
2008, are independent as defined in Rule 4200(a)(15) under the current National
Association of Securities Dealers, Inc. listing standards: Norman Becker, J.
Ronald Castell, Lewis Jaffe, Richard C. Stockinger, Robert B. Sturges and Joseph
J. West.  In determining the independence of Mr. Becker, the Board
considered the Company’s lease with a subsidiary of Bluegreen Corporation, of
which Mr. Becker is a director, as discussed above under the heading “Certain
Relationships and Related Transactions,” and determined that Mr. Becker’s mere
directorship and minimal beneficial ownership of Common Stock of Bluegreen
Corporation would not interfere with his exercise of independent judgment in
carrying out his responsibilities as a director of the Company.  In
determining the independence of Mr. Castell, the Board considered amounts to be
paid to him during the fiscal year 2008 for providing consulting marketing
services to the Company, as discussed above in a footnote to the “Director
Compensation” table, and determined that such amount was de minimis and would
not interfere with his exercise of independent judgment in carrying out his
responsibilities as a director of the Company.
 
 21
  Item 14.Principal
Accountant Fees and Services
 
 The
following table sets forth fees for professional audit services rendered by
Deloitte & Touche LLP for the audit of the Company's annual financial
statements included in the Company's Annual Report on Form 10-K and review of
financial statements included in the Company's quarterly reports on Form 10-Q
for the fiscal years 2007 and 2008, and fees billed for other services rendered
by Deloitte & Touche LLP.
 
 
 2007
              
              
              2008Audit Fees(1)
              
              $
              834,465
              
              
              $
              752,000Audit Related Fees(2)(3)
              
              
              24,535
              
              
              
              2,045Tax Fees(3)
              
              
              -
              
              
              
              -All Other Fees(3)
              
              
              -
              
              
              
              -Total
              
              $
              859,000
              
              
              $
              754,045
 
 
 (1)
                The fees consisted of the audit of
      the Company's Consolidated Financial Statements included in the Company's
      Annual Report on Form 10-K and reviews of its interim financial statements
      included in the Company's quarterly reports on Form 10-Q.
 
 (2)
                The audit related fees for fiscal
      year 2008 consisted of services incurred for the Company’s Form S-8 filed
      on June 15, 2007. The audit related fees for fiscal year 2007 consisted of
      services incurred for the audit of the Company’s Employee Benefit
      Plan.
 
 (3)
                The Audit Committee has determined
      that the provisions of all non-audit services performed for
      theCompanyby
      Deloitte & Touche LLP is compatible with maintaining that firm's
      independence.
 The Audit Committee’s policy is to
pre-approve all audit services and all non-audit services that the Company’s
independent auditor is permitted to perform for the Company under applicable
federal security regulations. While it is the general policy of the Audit
Committee to make such determinations at full Audit Committee meetings, the
Audit Committee may delegate its pre-approval authority to one or more members
of the Audit Committee, provided that all such decisions are presented to the
full Audit Committee at its next regularly scheduled
meeting.
 
 22
  PART
IV
 
 
 Item 15.ExhibitsandFinancial
Statement Schedules
  3.
              Exhibits:
  31.01
              Chief Executive Officer’s
      certification pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002.
 
 31.02
              Chief Financial Officer’s
      certification pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002.
 
 32.01
              Chief Executive Officer’s
      certification pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.
 
 32.02
              Chief Financial Officer’s
      certification pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.
 
 23
 
 
 
 SIGNATURES
 
 
 Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
 
 Date:July
      25, 2008
              BENIHANA
    INC.By:  /s/ Joel A.
      SchwartzJoel A. Schwartz, Chief Executive
      Officer
 
 Pursuant to the requirements of the
Securities Exchange Act of 1934, this report has been signed on the date
indicated above by the following persons on behalf of the registrant and in the
capacities indicated.
 
 Signature
              
              Title
              Date/s/ Joel A.
      Schwartz
              
              Chief Executive Officer
      and
              July
      25, 2008Joel A.
      Schwartz
              
              Chairman of the Board of Directors
                (Principal Executive
      Officer)/s/Jose I.
    Ortega
              
              Vice President
      of
              July
      25, 2008Jose I.
    Ortega
              
              Finance and Treasurer
      -Chief Financial
      Officer(Principal Financial
      andAccounting
      Officer)/s/ John E.
      Abdo
              
              Director
              July
      25, 2008John E.
Abdo/s/ Norman
      Becker
              
              Director
              July
      25, 2008Norman
    Becker/s/ J. Ronald
      Castell
              
              Director
              July
      25, 2008J. Ronald
      Castell/s/ Lewis
    Jaffe
              
              Director
              July
      25, 2008Lewis Jaffe/s/ Joseph J.
      West
              
              Director
              July
      25, 2008Joseph J.
    West/s/ Taka
      Yoshimoto
              
              Executive Vice President
      -
              July
      25, 2008Taka
    Yoshimoto
              
              Restaurant
      Operationsand
Director




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