EX-10.3



 Exhibit 10.3 

J. ALEXANDER’S HOLDINGS, INC. 

2015 EQUITY INCENTIVE PLAN 

INCENTIVE STOCK OPTION GRANT NOTICE 

J. Alexander’s Holdings, Inc., a Tennessee corporation, (the “Company”), pursuant to its 2015 Equity Incentive Plan, as
amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”), an option to purchase the number of shares of Common Stock (“Stock”) set forth below (the
“Option”). The Option is subject to the terms and conditions set forth in this Stock Option Grant Notice (the “Grant Notice”) and the Stock Option Agreement attached hereto as Exhibit A (the
“Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in the Grant Notice and the Agreement. 

 

			
	Participant:	  	
		
	Grant Date:	  	
		
	Exercise Price per Share:	  	$        
		
	Total Number of Shares Subject to the Option:    	  	                 shares
		
	Expiration Date:	  	
		
	Vesting Schedule:	  	
		
	Type of Option:	  	Incentive Stock Option

 By his or her signature and the Company’s signature below, Participant agrees to be bound by the terms and conditions of
the Plan, the Agreement and the Grant Notice. Participant has reviewed the Agreement, the Plan and the Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing the Grant Notice and fully
understands all provisions of the Grant Notice, the Agreement and the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan, the
Grant Notice or the Agreement. 
  

									
	 J. ALEXANDER’S HOLDINGS, INC.
	 		 	PARTICIPANT
					
	 By:
	 	  
	 		 	By:	 	  

	 Print Name:
	 	  
	 		 	Print Name:	 	  

	 Title:
	 	  
	 		 		 	
		 		 		 	Address:	 	








 EXHIBIT A 

INCENTIVE STOCK OPTION AGREEMENT 

Pursuant to the Grant Notice to which this Agreement is attached, the Company has granted to Participant an Option under the Plan to purchase
the number of shares of Stock set forth in the Grant Notice. 
 ARTICLE I 

GENERAL 
 1.1 Defined
Terms. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan or the Grant Notice. 
 1.2
Incorporation of Terms of Plan. The Option is subject to the terms and conditions set forth in this Agreement and in the Grant Notice and the Plan, which are incorporated herein by reference. In the event of any inconsistency
between the Plan and this Agreement, the terms of the Plan shall control. 
 1.3 Incentive Stock Option. This Option is intended to
qualify as an incentive stock option (“ISO”) within the meaning of Section 422 of the Internal Revenue Code of 1986 (the “Code”). If any portion of this Option should fail to qualify as an ISO, such portion shall be treated
as a non-qualified stock portion and the remainder of this Option that continues to qualify as an ISO shall be unaffected by such treatment. 

ARTICLE II
 GRANT OF
OPTION 
 2.1 Grant of Option. In consideration of Participant’s past and/or continued employment with or service to
the Company or a Subsidiary and for other good and valuable consideration, effective as of the grant date set forth in the Grant Notice (the “Grant Date”), the Company has granted to Participant the Option to purchase any part or
all of an aggregate of the number of shares of Stock set forth in the Grant Notice, upon the terms and conditions set forth in the Grant Notice, the Plan and this Agreement, subject to adjustments as provided in Section 4.2 of the Plan.

 2.2 Exercise Price. The exercise price per share of the shares of Stock subject to the Option (the “Exercise
Price”) shall be as set forth in the Grant Notice. 
 2.3 Consideration to the Company. In consideration of the grant
of the Option by the Company, Participant agrees to render faithful and efficient services to the Company or any Subsidiary. Nothing in the Plan, the Grant Notice or this Agreement shall confer upon Participant any right to continue in the
employ or service of the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at
any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant. 







 ARTICLE III 

PERIOD OF EXERCISABILITY 

3.1 Commencement of Exercisability. Subject to Sections 3.2, and 3.3 hereof, the Option shall become vested and
exercisable in such amounts and at such times as are set forth in the Grant Notice. 
 3.2 Duration of Exercisability. The
Option shall remain vested and exercisable until it becomes unexercisable under Section 3.3 hereof. 
 3.3 Expiration of
Option. The Option may not be exercised to any extent by anyone after the first to occur of the following events: 
 (a) The
expiration date set forth in the Grant Notice; 
 (b) Except as the Committee may otherwise approve, in the event of Participant’s
Termination of Service other than for Cause (as defined below) or by reason of Participant’s death or disability, the expiration of three (3) months from the date of Participant’s Termination of Service; 

(c) Except as the Committee may otherwise approve, the expiration of one (1) year from the date of Participant’s Termination of
Service by reason of Participant’s death or disability; or 
 (d) Except as the Committee may otherwise approve, upon
Participant’s Termination of Service for Cause. 
 As used in this Agreement, “Cause” shall mean (a) the Board’s
determination that Participant failed to substantially perform his or her duties (other than any such failure resulting from Participant’s disability); (b) the Board’s determination that Participant failed to carry out, or comply
with, any lawful and reasonable directive of the Board or Participant’s immediate supervisor; (c) Participant’s conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony,
indictable offense or crime involving moral turpitude; (d) Participant’s unlawful use (including being under the influence) or possession of illegal drugs on the Company’s (or any Subsidiary’s) premises or while performing
Participant’s duties and responsibilities; or (e) Participant’s commission of an act of fraud, embezzlement, misappropriation, misconduct, or breach of fiduciary duty against the Company or any Subsidiary. Notwithstanding the
foregoing, if Participant is a party to a written employment or consulting agreement with the Company (or any Subsidiary), then “Cause” shall be as such term is defined in the applicable written employment or consulting agreement.








 3.4 Tax Withholding. Notwithstanding any other provision of this Agreement: 

(a) The Company and its Subsidiaries have the authority to deduct or withhold, or require Participant to remit to the Company or the
applicable Subsidiary, an amount sufficient to satisfy applicable federal, state, local and foreign taxes (including the employee portion of any FICA obligation) required by law to be withheld, if any, with respect to any taxable event arising
pursuant to this Agreement. The Company and its Subsidiaries may withhold or Participant may make such payment in one or more of the forms specified below: 

(i) by cash or check made payable to the Company or the Subsidiary with respect to which the withholding obligation arises;

 (ii) by the deduction of such amount from other cash compensation payable to Participant; 

(iii) with the consent of the Committee, by requesting that the Company withhold a net number of shares of Stock issuable upon
the exercise of the Option having a then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Company and its Subsidiaries based on the minimum applicable statutory withholding rates for federal,
state, local and foreign income tax and payroll tax purposes; 
 (iv) with the consent of the Committee, by tendering to the
Company shares of Stock having a then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Company and its Subsidiaries due upon the exercise of the Option based on the minimum applicable
statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes; 
 (v) with the
consent of the Committee, through the delivery of a notice that Participant has placed a market sell order with a broker designated by the Company with respect to shares of Stock then issuable upon exercise of the Option, and that the broker has
been directed to pay a sufficient portion of the net proceeds of the sale to the Company or the Subsidiary with respect to which the withholding obligation arises in satisfaction of such withholding taxes; provided that payment of such
proceeds is then made to the Company or the applicable Subsidiary at such time as may be required by the Committee, but in any event not later than the settlement of such sale; or 

(vi) in any combination of the foregoing. 

(b) With respect to any withholding taxes arising in connection with the Option, in the event Participant fails to provide timely payment of
all sums required pursuant to Section 3.4(a), the Company shall have the right and option, but not the obligation, to treat such failure as an election by Participant to satisfy all or any portion of Participant’s required payment
obligation pursuant to Section 3.4(a)(ii) or Section 3.4(a)(iii) above, or any combination of the foregoing as the Company may determine to be appropriate. The Company shall not be obligated to deliver any
certificate representing shares of Stock issuable with respect to the exercise of the 







 
Option to Participant or his or her legal representative unless and until Participant or his or her legal representative shall have paid or otherwise satisfied in full the amount of all federal,
state, local and foreign taxes applicable with respect to the taxable income of Participant resulting from the exercise of the Option or any other taxable event related to the Option. 

(c) In the event any tax withholding obligation arising in connection with the Option will be satisfied under
Section 3.4(a)(iii) above, then the Company may elect to instruct any brokerage firm determined acceptable to the Company for such purpose to sell on Participant’s behalf a whole number of shares from those shares of Stock that
are issuable upon exercise of the Option as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the tax withholding obligation and to remit the proceeds of such sale to the Company or the Subsidiary with respect
to which the withholding obligation arises. Participant’s acceptance of this Award constitutes Participant’s instruction and authorization to the Company and such brokerage firm to complete the transactions described in this
Section 3.4(c), including the transactions described in the previous sentence, as applicable. The Company may refuse to issue any shares of Stock to Participant until the foregoing tax withholding obligations are satisfied. 

(d) Participant is ultimately liable and responsible for all taxes owed in connection with the Option, regardless of any action the Company or
any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the Option. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding in
connection with the awarding, vesting or exercise of the Option or the subsequent sale of Stock. The Company and the Subsidiaries do not commit and are under no obligation to structure the Option to reduce or eliminate Participant’s tax
liability. 
 ARTICLE IV 

EXERCISE OF OPTION 
 4.1
Person Eligible to Exercise. During the lifetime of Participant, only the Participant may exercise the Option or any portion thereof. After the death of Participant, the Option may, prior to the time when the Option becomes
unexercisable under Section 3.3 hereof, be exercised by Participant’s personal representative or by any person empowered to do so under the deceased Participant’s will or under the then applicable laws of descent and
distribution. 
 4.2 Partial Exercise. Subject to Section 5.2, the Option may be exercised in whole or in part at
any time prior to the time when the Option or applicable portion thereof becomes unexercisable under Section 3.3 hereof. 
 4.3
Manner of Exercise. The Option may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other person or entity designated by the Company), during regular business hours, of all of the
following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3 hereof: 
 (a) An
exercise notice in a form specified by the Committee, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; 







 (b) The receipt by the Company of full payment for the shares of Stock with respect to which the
Option or portion thereof is exercised, in such form of consideration permitted under Section 4.4 hereof that is acceptable to the Committee; 

(c) The payment of any applicable withholding tax in accordance with Section 3.4; 

(d) Any other written representations or documents as may be required in the Committee’s sole discretion to effect compliance with
applicable law; and 
 (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any
person or persons other than Participant, appropriate proof of the right of such person or persons to exercise the Option. Notwithstanding any of the foregoing, the Committee shall have the right to specify all conditions of the manner of exercise,
which conditions may vary by Participant and which may be subject to change from time to time. 
 4.4 Method of Payment. Payment
of the exercise price shall be by any of the following, or a combination thereof, at the election of Participant: 
 (a) Cash or check; 

(b) With the consent of the Committee, surrender of shares of Stock (including, without limitation, shares of Stock otherwise issuable upon
exercise of the Option) held for such period of time as may be required by the Committee in order to avoid adverse accounting consequences and having a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or
exercised portion thereof; 
 (c) With the consent of the Committee and subject to Section 5.18, through the delivery of a
notice that Participant has placed a market sell order with a broker designated by the Company with respect to shares of Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net
proceeds of the sale to the Company in satisfaction of the Option exercise price; provided that payment of such proceeds is then made to the Company at such time as may be required by the Committee, but in any event not later than the
settlement of such sale; or 
 (d) Any other form of legal consideration acceptable to the Committee. 

4.5 Conditions to Issuance of Stock. The Company shall not be required to issue or deliver any shares of Stock purchased upon the
exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (A) the admission of such shares of Stock to listing on all stock exchanges on which such Stock is then listed, (B) the completion of any
registration or other qualification of such shares of Stock under any state or federal law or under rulings or 







 
regulations of the Securities and Exchange Commission or other governmental regulatory body, that the Committee shall, in its absolute discretion, deem necessary or advisable, (C) the
obtaining of any approval or other clearance from any state or federal governmental agency that the Committee shall, in its absolute discretion, determine to be necessary or advisable, (D) the receipt by the Company of full payment for such
shares of Stock, which may be in one or more of the forms of consideration permitted under Section 4.4 hereof, and (E) the receipt of full payment of any applicable withholding tax in accordance with Section 3.4 by the
Company or its Subsidiary with respect to which the applicable withholding obligation arises. 
 4.6 Rights as
Stockholder. Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any shares of Stock purchasable upon the exercise of any part of
the Option unless and until certificates representing such shares of Stock (which may be in book-entry form) will have been issued and recorded on the records of the Company or its transfer agents or registrars and delivered to Participant
(including through electronic delivery to a brokerage account). No adjustment will be made for a dividend or other right for which the record date is prior to the date of such issuance, recordation and delivery, except as provided in
Section 4.2 of the Plan. Except as otherwise provided herein, after such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company with respect to such shares of Stock, including, without
limitation, the right to receive dividends and distributions on such shares. 
 ARTICLE V 

OTHER PROVISIONS 
 5.1
Administration. The Committee shall have the power to interpret the Plan, the Grant Notice and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan, the Grant Notice and this
Agreement as are consistent therewith and to interpret, amend or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee will be final and binding upon Participant, the Company and all other
interested persons. To the extent allowable pursuant to applicable law, no member of the Committee or the Board will be personally liable for any action, determination or interpretation made with respect to the Plan, the Grant Notice or this
Agreement. 
 5.2 Whole Shares. The Option may only be exercised for whole shares of Stock. 

5.3 Option Not Transferable. Subject to Section 4.1 hereof, the Option may not be sold, pledged, assigned or
transferred in any manner other than by will or the laws of descent and distribution, unless and until the shares of Stock underlying the Option have been issued, and all restrictions applicable to such shares of Stock have lapsed. Neither the
Option nor any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge,
encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted
disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. 







 5.4 Adjustments. Upon the occurrence of certain events relating to the Stock
contemplated by Section 4.2 of the Plan (including, without limitation, an extraordinary cash dividend on such Stock), the Committee shall make such adjustments as the Committee deems appropriate in the number of shares of Stock subject to the
Option, the exercise price of the Option and the kind of securities that may be issued upon exercise of the Option. Participant acknowledges that the Option is subject to adjustment, modification and termination in certain events as provided in this
Agreement and Section 4.2 of the Plan. 
 5.5 Notices. Any notice to be given under the terms of this Agreement to the
Company shall be addressed to the Company in care of the Secretary of the Company at the Company’s principal office, and any notice to be given to Participant shall be addressed to Participant at Participant’s last address reflected on the
Company’s records. By a notice given pursuant to this Section 5.5, either party may hereafter designate a different address for notices to be given to that party. Any notice that is required to be given to Participant
shall, if Participant is then deceased, be given to the person entitled to exercise the Option pursuant to Section 4.1 hereof by written notice under this Section 5.5. Any notice shall be deemed duly given when sent via
email or when sent by certified mail (return receipt requested) and deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service. 

5.6 Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of
this Agreement. 
 5.7 Governing Law. The laws of the State of Tennessee shall govern the interpretation, validity,
administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws. 

5.8 Conformity to Securities Laws. Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to
conform to the extent necessary with all applicable laws, including, without limitation, the provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated thereunder by the Securities and Exchange
Commission and state securities laws and regulations. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Option is granted and may be exercised, only in such a manner as to conform to applicable
law. To the extent permitted by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to applicable law. 

5.9 Amendment, Suspension and Termination. To the extent permitted by the Plan, this Agreement may be wholly or partially amended
or otherwise modified, suspended or terminated at any time or from time to time by the Committee or the Board, provided that, except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this
Agreement shall adversely affect the Option in any material way without the prior written consent of Participant. 







 5.10 Successors and Assigns. The Company may assign any of its rights under this
Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in Section 5.3 and the Plan, this Agreement shall be
binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto. 
 5.11
Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Option, the Grant Notice and this
Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the
application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule. 

5.12 Not a Contract of Employment. Nothing in this Agreement or in the Plan shall confer upon Participant any right to continue to
serve as an employee or other service provider of the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the
services of Participant at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant. 

5.13 Entire Agreement. The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire
agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof. 

5.14 Section 409A. This Award is not intended to constitute “nonqualified deferred compensation” within the meaning
of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof,
“Section 409A”). However, notwithstanding any other provision of the Plan, the Grant Notice or this Agreement, if at any time the Committee determines that this Award (or any portion thereof) may be subject to
Section 409A, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan, the Grant Notice or this
Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate for this Award either to be exempt from
the application of Section 409A or to comply with the requirements of Section 409A. Nothing in the Plan or this Agreement shall be construed to make the Company liable to Participant for any tax, interest, or penalties that Participant
might owe as a result of the grant, holding, vesting, exercise, or payment of this Option or any Stock related thereto. 
 5.15 Agreement
Severable. In the event that any provision of the Grant Notice or this Agreement is held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on,
the remaining provisions of the Grant Notice or this Agreement. 







 5.16 Limitation on Participant’s Rights. Participation in the Plan confers no
rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and shall not be construed as creating a trust. Neither the Plan nor any underlying
program, in and of itself, has any assets. Participant shall have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the Option, and rights no greater
than the right to receive the Stock as a general unsecured creditor with respect to options, as and when exercised pursuant to the terms hereof. 

5.17 Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature,
subject to applicable law, each of which shall be deemed an original and all of which together shall constitute one instrument. 
 5.18
Broker-Assisted Sales. In the event of any broker-assisted sale of shares of Stock in connection with the payment of withholding taxes as provided in Section 3.4(a)(v) or Section 3.4(c) or the payment of
the exercise price as provided in Section 4.4(c): (A) any shares of Stock to be sold through a broker-assisted sale will be sold on the day the tax withholding obligation or exercise of the Option, as applicable, occurs or arises,
or as soon thereafter as practicable; (B) such shares of Stock may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (C) Participant will be responsible for all
broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (D) to the extent the proceeds of such sale exceed the
applicable tax withholding obligation or exercise price, the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (E) Participant acknowledges that the Company or its designee is under no obligation to
arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation or exercise price; and (F) in the event the proceeds of such sale are insufficient
to satisfy the applicable tax withholding obligation, Participant agrees to pay immediately upon demand to the Company or its Subsidiary with respect to which the withholding obligation arises, an amount sufficient to satisfy any remaining portion
of the Company’s or the applicable Subsidiary’s withholding obligation.