S-8

As filed with the Securities and Exchange Commission on April 18, 2008

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

____________________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

BENIHANA INC.

(Exact name of registrant as specified in its charter)

Delaware	65-0538630
(State or other jurisdiction	(I.R.S. employer
of incorporation or organization)	identification no.)
8685 Northwest 53rd Terrace
Miami, Florida	33166
(Address of principal executive offices)	(Zip Code)

2007 Equity Incentive Plan

(Full title of the plan)

Joel A. Schwartz

Benihana Inc.

8685 Northwest 53rd Terrace

Miami, Florida  33166

(Name and address of agent for service)

(305) 593-0770

Telephone number, including area code, of agent for service

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

o	Large accelerated filer	x	Accelerated filer
o	Non-accelerated filer (Do not check if a smaller reporting company)	o	Smaller reporting company

Copy to:

Melissa Cooper, Esq.

Dornbush Schaeffer Strongin & Venaglia, LLP

747 Third Avenue

New York, New York  10017

(212) 759-3300

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee(2)
Class A Common Stock, par value $.10 per share	410,700 shares	$10.40(3)	$4,271,280(3)	$167.86
Class A Common Stock, par value $.10 per share	70,000 shares	$16.36(4)	$1,145,200(4)	$45.01
Class A Common Stock, par value $.10 per share	269,300 shares	$10.35(5)	$2,787,255(5)	$109.54
TOTAL	750,000 shares	--	$8,203,735	$322.41

(1) This registration statement (the “Registration Statement”) registers the offer and sale of up to 750,000 shares of Class A Common Stock (“Class A Stock”) of Benihana Inc., a Delaware corporation (the “Company”), under the 2007 Equity Incentive Plan (the “Plan”).  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Plan.  Pursuant to Rule 416(a), the number of shares being registered shall be adjusted to include any additional shares which may become issuable as a result of stock splits, stock dividends or similar transactions in accordance with the anti-dilution provisions of the Plan.

(2) Calculated pursuant to Section 6(b) of the Securities Act, as follows: $39.30 per $1 million of proposed maximum aggregate offering price.

(3) Estimated solely for the purpose of calculating the registration fee.  Pursuant to Rule 457(h)(1) under the Securities Act, the proposed maximum price per share, the proposed maximum aggregate offering price and the amount of registration fee have been computed on the basis of the average of the high and low prices of the Class A Stock reported on the NASDAQ National Market System on April 16, 2008.

(4) Relates to options to purchase 10,000 shares of Class A Stock granted under the Plan on November 2, 2007 to each of the Company’s seven non-employee directors.  With regard to each such option grant, the option exercise price is $16.36 per share, which was the fair market value on the grant date, and the option first vests with respect to 3,333 shares of Class A Stock on May 2, 2008.

(5) Relates to options to purchase 243,400 shares of Class A Stock and stock grants of 25,900 shares of Class A Stock granted under the Plan on March 17, 2008 to the Company’s employees.  With regard to each option grant, the option exercise price is $10.35 per share, which was the fair market value on the grant date, and the option first vests with respect to one-third of the grant on March 17, 2009.  With regard to each stock grant, the fair market value of each share covered by the grant was $10.35 on the grant date, and the grant is subject to a risk of forfeiture which first lapses with respect to approximately one-third of the grant on March 17, 2009.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.                    Incorporation of Documents by Reference

The following documents filed with the Securities and Exchange Commission are incorporated herein by reference:

(a)           The Annual Report of the Company for the fiscal year ended April 1, 2007, filed pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

(b)           All other reports of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year ended April 1, 2007.

(c)           The Registration Statement on Form S-4 of the Company, Registration No. 33-88295, made effective March 23, 1995, as amended, registering the Class A Stock under Section 12 of the Exchange Act, which contains a description of the Class A Stock.

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment indicating that all securities offered hereby have been sold or deregistering all such securities then unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.

Item 4.                    Description of Securities

Not Applicable.

Item 5.                    Interests of Named Experts and Counsel.

Darwin C. Dornbush, a partner in Dornbush Schaeffer Strongin & Venaglia, LLP, counsel to the Company, is Secretary of the Company and owns, beneficially and of record, 16,737 shares of Common Stock, par value $.10 per share, of the Company and 1,975 shares of Class A Stock.

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Item 6.                    Indemnification of Directors and Officers

Under Section 145 of the Delaware General Corporation Law, subject to various exceptions and limitations, the Company may indemnify its directors or officers if such director or officer is a party or is threatened to be made a party to any threatened pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that he is or was a director or officer of the Company, or is or was serving at the request of the Company as a director or officer of another corporation against expenses  (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceedings if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceedings, had no reasonable cause to believe his conduct was unlawful except, in the case of an action by or in the right of the Company to procure a judgment in its favor, as to any matter in which such person shall have been adjudged to be liable to the Company.  The Company is required to indemnify its directors and officers to the extent that they have been successful on the merits or otherwise in defense of any such action, suit or proceedings, or in the defense of any such action, suit or proceeding, or in the defense of any claim, issue or matter therein, against expenses (including attorneys’ fees) actually and reasonably incurred by them in connection therewith.  In addition, Delaware law permits a corporation to limit or eliminate the liability of a director to the corporation and its shareholders for breaches of such directors’ fiduciary duties in certain circumstances.  The foregoing statement is qualified in its entirety by the detailed provisions of Sections 145 and 102 of the Delaware General Corporation Law.

The Company’s Certificate of Incorporation contains provisions with respect to the indemnification of directors and officers which provide for indemnification to the full extent provided by Delaware law as described above and which eliminate the liability of directors for breaches of their fiduciary duties to the Company in certain circumstances to the full extent permitted by the Delaware General Corporation Law.

The Company carries a directors’ and officers’ liability insurance policy which provides for payment of expenses of the Company’s directors and officers in connection with certain threatened, or completed, actions, suits and proceedings against them in their capacities as directors and officers, in accordance with the Delaware General Corporation Law.

Item 7.                    Exemption from Registration Claimed.

Not Applicable.

Item 8.                    Exhibits.

Exhibit Number Exhibit

4.01 Relevant portion of the Company’s Certificate of Incorporation defining the rights of the holders of the Company’s Class A Stock.  Incorporated herein by reference to Exhibit 3.01 to the Registration Statement on Form S-4 of the Company, Registration No. 33-88295, made effective March 23, 1995.

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4.02 The Company’s 2007 Equity Incentive Plan approved by Stockholders on November 2, 2007.

4.03 Form of Employee Restricted Stock Agreement under the Company’s 2007 Equity Incentive Plan.

5.01 Opinion of Dornbush Schaeffer Strongin & Venaglia, LLP.

10.01 Form of Director Stock Option Agreement under the Company’s 2007 Equity Incentive Plan

10.02 Form of Employee Stock Option Agreement under the Company’s 2007 Equity Incentive Plan

23.01 Consent of Dornbush Schaeffer Strongin & Venaglia, LLP (included in Exhibit 5.01).

23.02 Consent of Deloitte & Touche LLP.

24.01 Power of Attorney (included in signature page).

Item 9. Undertakings.

(a)           The undersigned Company hereby undertakes:

(1)            To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement.

(2)            That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)            To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)           The undersigned Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(c)           Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than payment by the Company of expenses paid or incurred by a director, officer or controlling person of the Company in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami and State of Florida, on the 18th day of April, 2008.

BENIHANA INC.
By:	/s/ Joel A. Schwartz
	Joel A. Schwartz, Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joel A. Schwartz and Juan C. Garcia, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments  (including post-effective amendments) to this Registration Statement and all documents relating thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitutes may lawfully do or cause to be done by virtue hereof.

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Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
Principal Executive Officer: /s/ Joel A. Schwartz	Chief Executive Officer and Director	April 18, 2008
Joel A. Schwartz
Principal Financial And Accounting Officer: /s/ Jose I. Ortega	Vice President-Finance and Treasurer	April 18, 2008
Jose I. Ortega
Directors: /s/ John E. Abdo	Director	April 18, 2008
John E. Abdo
/s/ Norman Becker	Director	April 18, 2008
Norman Becker
/s/ J. Ronald Castell	Director	April 18, 2008
J. Ronald Castell

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SIGNATURE	TITLE	DATE
/s/ Lewis Jaffe	Director	April 18, 2008
Lewis Jaffe
/s/ Richard C. Stockinger	Director	April 18, 2008
Richard C. Stockinger

/s/ Robert B. Sturges	Director	April 18, 2008
Robert B. Sturges
/s/ Joseph J. West	Director	April 18, 2008
Joseph J. West

/s/ Taka Yoshimoto	Executive Vice President-Operations and Director	April 18, 2008
Taka Yoshimoto

EXHIBIT INDEX

Exhibit Number   Exhibit

4.02 The Company’s 2007 Equity Incentive Plan approved by Stockholders on November 2, 2007.

4.03 Form of Employee Restricted Stock Agreement under the Company’s 2007 Equity Incentive Plan.

5.01 Opinion of Dornbush Schaeffer Strongin & Venaglia, LLP, including consent of such counsel.

10.01 Form of Director Stock Option Agreement under the Company’s 2007 Equity Incentive Plan

10.02 Form of Employee Stock Option Agreement under the Company’s 2007 Equity Incentive Plan

23.02 Consent of Deloitte & Touche LLP.

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EX-4.02

EXHIBIT 4.02

BENIHANA, INC.

2007 EQUITY INCENTIVE PLAN

(amended as of October 22, 2007)

1.  The Plan.  This 2007 Equity Incentive Plan (the “Plan”) is intended to encourage ownership of stock or stock equivalents of Benihana, Inc. (the “Company”) by employees and non-employee directors of the Company and its subsidiaries and to provide additional incentive for them to promote the success of the business of the Company.

2.  Types of Awards.  The following types of awards (each, an “Award”) may be granted: (a) options intended to qualify as incentive stock options (“ISOs”) within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), (b) options not intended to qualify as ISOs (“NSOs” and together with ISOs, “Options”), (c) stock appreciation rights (“SARs”), (d) stock grants (“Stock Grants”), and (e) stock equivalent units (“Stock Units”).

3.  Stock Subject to the Plan.  Subject to the provisions of Section 12 hereof, the total number of shares of Class A Common Stock, par value $.10 per share, of the Company (each, a “Share”) which may be issued pursuant to Awards granted under the Plan is 750,000, of which a maximum of 550,000may be issued upon the exercise of ISOs.  Upon approval of the Plan, no further options will be available for grant under any prior option plan including the 2003 Directors’ Stock Option Plan and the 2000 Employees Class A Common Stock Option Plan.  Shares issued under the Plan may be authorized but unissued Shares or Shares held as treasury stock.  The following Shares may be used for further issuance of Awards under the Plan:  (i) Shares which have been forfeited under a Stock Grant, (ii) Shares which are allocable to the unexercised portion of an Option which has expired or been terminated, and (iii) Shares which are allocable to an unexercised SAR (other than a Tandem SAR) or an unexercised Stock Unit which has expired or been terminated.  Each Share issuable upon exercise of an Option or subject to a Stock Grant and each Share as to which an SAR or a Stock Unit is associated shall be counted as one Share at the time of grant for purposes of the limit set forth under this Section and the limit set forth under Section 6(b).  With respect to the combination of a Tandem SAR and an Option, where the exercise of the Tandem SAR or the Option results in the cancellation of the other, each Share associated with a Tandem SAR and the associated Option will only count as one Share at the time of grant for purposes of the limits set forth in this Section and in Section 6(b).

4.  Administration.  The Plan shall be administered by a committee (the “Committee”) composed of no fewer than three (3) members of the Board of Directors of the Company (the “Board”) each of whom meets the definition of “outside director” under the provisions of Section 162(m) of the Code, the definition of “independence” under the provisions of Section 4200(a)(15) of the NASDAQ Marketplace Rules (or the comparable rule on any national securities exchange on which the Shares are listed) and the definition of “non-employee director” under the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or rules and regulations promulgated thereunder.  Except as otherwise provided herein, the Committee shall have plenary authority in its discretion, among other things, to determine to whom among the eligible persons Awards shall be granted, the number of Shares covered by or associated with an Award, the terms of each Award, and whether any Option is intended to be an ISO or an NSO.  The Committee shall have plenary authority, subject to the express provisions of the Plan, to interpret the Plan, to prescribe, amend and rescind any rules and regulations relating to the Plan and to take such other action in connection with the Plan as it deems necessary or advisable.  The interpretation, construction and administration by the Committee of any provisions of the Plan or of any Award granted hereunder shall be final and binding on recipients of Awards hereunder.

5.  Eligibility.  All employees and non-employee directors of the Company and its subsidiaries (including subsidiaries which become such after adoption of the Plan) shall be eligible for Awards under the Plan.  In making the determination as to employees to whom Awards shall be granted and as to the number of Shares to be covered by or associated with such Awards, the Committee shall take into account the duties of the respective employees, their present and potential contributions to the success of the Company and such other factors as the Committee shall deem relevant in connection with accomplishing the purpose of the Plan.  The adoption of the Plan shall not be deemed to give any employee any right to an Award, except to the extent and upon such terms and conditions as may be determined by the Committee.  Neither the Plan nor any Award granted hereunder is intended to or shall confer upon any Grantee any right with respect to continuation of employment by the Company or any of its subsidiaries.

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6.  Certain Limits on Awards.

(a)  Limit on ISOs.  The aggregate Fair Market Value (determined as of the date of the Option grant) of Shares with respect to which ISOs granted to an employee (whether under the Plan or under any other stock option plan of the Company or its subsidiaries) become exercisable for the first time in any calendar year may not exceed $100,000 (or such other amount as the Internal Revenue Service may decide from time to time for purposes of Section 422 of the Code). If any grant of Options is made to a Grantee in excess of the limits provided in the Code, the excess shall automatically be treated as an NSO.  Only employees of the Company or any of its subsidiaries shall be eligible to receive the grant of an ISO.

(b)  Limit on all Awards.  The number of Shares with respect to which an employee may be granted Awards under the Plan during any calendar year shall not exceed 200,000, subject to the provisions of Section 12.

7.  Grant of Options to Non-Employee Directors.

(a)  Annual Grant.  Commencing on or after the Effective Date, each person who is serving as a non-employee director at the conclusion of any Annual Stockholders Meeting of the Company shall be automatically granted an Option to purchase 10,000 Shares.  Each Option granted pursuant to this Section shall contain those terms applicable to an Option grant to a non-employee director as set forth in Section 8 hereof and, subject to Section 8(g), shall become exercisable as to 3,333 of the Shares covered thereby on the date which is six months after the date of such grant, as to 3,333 of the Shares covered thereby on the first anniversary of the grant of such Option and as to the balance of such Shares on the second anniversary of the grant of such Option.

(b)  Termination of Grants Under Existing Plan.  No options shall be granted pursuant to the provisions of the 2003 Directors’ Stock Option Plan on or after the Effective Date.

8.  Terms and Conditions of Options.  Options granted under the Plan shall be subject to the following terms and conditions and such other terms and conditions as the Committee may prescribe:

(a)  Form of Option.  Each Option granted pursuant to the Plan shall be evidenced by an agreement (the “Option Agreement”) which shall clearly identify the status of the Option granted (i.e., whether an ISO or an NSO) and which shall be in such form as the Committee shall from time to time approve.  The Option Agreement shall comply in all respects with the terms and conditions of the Plan and may contain such additional provisions, including, without limitation, restrictions upon the exercise of the Option as the Committee shall deem advisable.

(b)  Stated Term.  The term of each Option granted to an employee shall be for no more than ten years from the date of grant, or no more than five years in the case of an ISO granted to a 10% Holder (as such term is defined in Section 17), but may be for a lesser period or be subject to earlier termination as provided by the Committee, the provisions of the Plan or the Option Agreement.  The term of each Option granted to a non-employee director shall be ten years from the date of grant, subject to earlier termination as provided by the provisions of the Plan or the Option Agreement.

(c)  Option Exercise Price.  Each Option shall state a per share option exercise price, which shall not be less than 100% of the Fair Market Value of a Share on the date of the Option grant, nor less than 110% of such Fair Market Value in the case of an ISO granted to an individual who, at the time the Option is granted, is a 10% Holder.  The Fair Market Value of Shares shall be determined by the Committee based upon (i) the average of the high and low prices of the Shares on a particular date or for a particular period as reported by the National Market System of the National Association of Securities Dealers, Inc., Automated Quotation System, or (ii) such other measure of fair market value as may reasonably be determined by the Board (but consistent with the rules under Section 409A of the Code).  “Fair Market Value” as used throughout the Plan shall mean the fair market value as determined in accordance with this Section.

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(d)  Exercise of Options.  An Option may be exercised from time to time as to any part or all of the Shares as to which it is then exercisable in accordance with its terms, provided, however, that an Option may not be exercised as to fewer than 100 shares at any time (or for the remaining shares then purchasable under the Option, if fewer than 100 shares).  In addition, except as otherwise provided by the Committee, Options granted to employees may not be exercised prior to the expiration of six months from the date of Option grant.  The Option exercise price shall be paid in full at the time of the exercise thereof in cash, provided that the Committee may in its discretion (to the extent permitted by applicable law) permit the Grantee to pay the exercise price (i) from cash proceeds received under a broker-assisted contemporaneous sale of shares of Stock issued pursuant to such Option exercise, or (ii) by delivering to the Company certificates (or submitting such certificates by attestation) representing Shares with a Fair Market Value (determined as of the date preceding the exercise date) equal to such exercise price, provided that such Shares have been owned by the Grantee for six months and subject to such other restrictions as may be specified by the Company, or (iii) by a combination of cash, proceeds from the contemporaneous sale pursuant to clause (i) above, and the delivery of Shares pursuant to clause (ii) above.  The holder of an Option shall not have any rights as a stockholder with respect to the Shares issuable upon exercise of an Option prior to the date of exercise.

(e)  Non-Transferability of Options.  Except as provided in the following sentence, an Option shall not be transferable other than by will or the laws of descent and distribution and shall be exercisable during the lifetime of the Grantee only by him or his legal representative.  The Committee shall have discretionary authority to grant NSOs which will be transferable by the Grantee by gift to members of the Grantee's immediate family, including trusts for the benefit of such family members and partnerships or limited liability companies in which such family members are the only owners.  A transferred NSO shall be subject to all of the same terms and conditions of the Plan and the Option Agreement as if such NSO had not been transferred.

(f)  Termination of Employment.

(i)  Employment Termination Date.  For purposes of the Plan, the date on which a Grantee ceases to be employed by the Company or any of its subsidiaries for any reason following the grant of an Award is referred to as the “Employment Termination Date.”

(ii)  Termination of Employment..  Except as otherwise determined by the Committee, the number of Shares which may be purchased upon the exercise of an Option granted to an employee shall not exceed the number of Shares as to which such Option was exercisable pursuant to the Plan and the Option Agreement as of the Employment Termination Date.  Upon the termination of the employment of a Grantee as a result of death, Disability or Retirement, the Option shall remain exercisable by the Grantee, or by the Grantee's estate or heirs, for a period of twelve (12) months following the Grantee’s Employment Termination Date (or, if shorter, the remainder of the Option term as set forth in the Option Agreement), provided that in the case of a termination as a result of Disability or Retirement, such Grantee was employed by the Company or any of its subsidiaries for a period of at least one year following the grant of the Option and prior to the Employment Termination Date or as otherwise determined by the Committee.  Except as otherwise set forth in the preceding sentence or in the Option Agreement, an Option granted to an employee shall remain exercisable for three (3) months (or, if shorter, the remainder of the Option term as set forth in the Option Agreement) following such employee’s Employment Termination Date.  For purposes of the previous sentence only, with respect to NSO grants only, an employee who continues to provide services to the Company as a non-employee director of the Company or as a consultant to the Company following termination of his employment by the Company or its subsidiary shall be deemed to continue to be an employee of the Company for the period of such provision of services or consultancy.

(iii)  Other Limitations.  Notwithstanding anything to the contrary in this Section 8(f), if the employment of a Grantee is terminated by the Company or any of its subsidiaries for gross misconduct, including without limitation, violations of applicable Company policies or legal or ethical standards, all rights under the Option shall terminate on the Employment Termination Date.  In addition to the foregoing, the Committee may impose such other limitations and restrictions on the exercise of an Option following the Employment Termination Date as it deems appropriate, including a provision for the termination of an Option in the event of the breach by the Grantee of any of his or her contractual or other obligations to the Company.

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(iv)  Certain Definitions used herein.  The term “Retirement” as used herein shall mean the termination of the employment of a Grantee with the Company or its subsidiary (other than as a result of death or Disability or willful misconduct or activity deemed detrimental to the interests of the Company as determined by the Company) on or after (A) the Grantee’s 65th birthday or (B) the Grantee’s 55th birthday if the Grantee has completed ten years of service with the Company or any of its subsidiaries.  The term “Disability” as used herein shall have the meaning ascribed to “permanent and total disability” as set forth in Section 22(e)(3) of the Code.

(g)  Termination of Service of a Non-Employee Director.  Upon the termination of service to the Company of a non-employee director for any reason, the number of Shares which may be purchased upon the exercise of an Option granted to such director pursuant to Section 7(a) shall not exceed the number of Shares as to which such Option was exercisable pursuant to the Plan and the Option Agreement as of the date on which the Grantee ceased to serve as a director of the Company.  Except as provided in the following sentence, in the event of the termination of service to the Company of a non-employee director, any Option granted to such director pursuant to Section 7(a) shall remain exercisable for three (3) months (or, if shorter, the remainder of the Option term as set forth in the Option Agreement).  In the event of the termination of service to the Company of a non-employee director as a result of death, any option granted to such non-employee director pursuant to Section 7(a) shall remain exercisable for twelve (12) months (or, if shorter, the remainder of the Option term as set forth in the Option Agreement) by the Grantee's estate or heirs.

9.  Terms and Conditions of Stock Appreciation Rights.  Stock Appreciation Rights, which entitle a Grantee to receive the appreciation in the Fair Market Value of Shares (a “SAR”), granted under the Plan shall be subject to the following terms and conditions and such other terms and conditions as the Committee may prescribe:

(a)  Form of SAR.  Each SAR granted pursuant to the Plan shall be evidenced by an agreement (the “SAR Agreement”) which shall be in such form as the Committee shall from time to time approve.  SARs may be granted alone (a “Freestanding SAR”) or in combination with an Option (a “Tandem SAR”).

(b)  Grant and Term of SARs.  The term of a Freestanding SAR shall be for no more than ten years from the date of grant, but may be for a lesser period or be subject to earlier termination as provided by the Committee or the provisions of the Plan or SAR Agreement.  Any Tandem SAR must be granted at the same time as the related Option is granted, and such Tandem SAR or applicable portion thereof shall terminate and no longer be exercisable upon the termination or exercise of the related Option, except that a Tandem SAR granted with respect to less than the full number of Shares covered by the related Option shall not be reduced until the number of Shares then issuable upon exercise of the related Option is equal to or less than the number of Shares covered by the Tandem SAR.

(c)  SAR Exercise Price.  Each SAR Agreement shall state a per Share exercise price, which shall be not less than 100% of the Fair Market Value of a Share on the date of the SAR grant.

(d)  Exercise and Value of SARs.  An SAR may be exercised from time to time to the extent it is then exercisable in accordance with its terms.  No SAR shall be exercised prior to the expiration of six months from the date of the SAR grant.  Upon exercise of a Freestanding SAR, the holder will be entitled to receive an amount in cash or Shares equal to the excess of the Fair Market Value of a Share on the date of the exercise less the exercise price, multiplied by the number of Shares covered by such Freestanding SAR.  Upon the exercise of a Tandem SAR, the holder may surrender any related Option or portion thereof which is then exercisable and elect to receive in exchange therefor cash or Shares in an amount equal to the excess of the Fair Market Value of such Share on the date of the exercise less the exercise price, multiplied by the number of Shares covered by the related Option or the portion thereof which is so surrendered.  Any Option related to a Tandem SAR shall no longer be exercisable to the extent the related Tandem SAR has been exercised.  No fractional Shares shall be issued hereunder.

(e)  Payment of SAR.  Payment of an SAR shall be in the form of Shares, cash or any combination of Shares and cash.  The form of payment upon exercise of such a right shall be determined by the Committee either at the time of grant of the SAR or at the time of exercise of the SAR.  All Shares issued upon the exercise of an SAR shall be valued at the Fair Market Value of such Shares at the time of the exercise of the SAR.

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(f)  Transfer of SARs.  All SARs shall be subject to the same restrictions on transfer as are applicable to NSOs pursuant to Section 8(e), provided that Tandem SARs will not be transferable separately from the related Option, and provided further that Tandem SARs associated with ISOs will not be transferable other than by will or the laws of descent and distribution.

(g)  Termination of Employment.  The terms and conditions relating to the treatment of Options following a termination of employment as set forth in Section 8(f) shall apply to SARs, and the holders of SARs shall have the same rights and be subject to the same restrictions and limitations as Grantees pursuant to such Section.

(h)  No Dividends or Dividend Equivalents.  Notwithstanding anything to the contrary herein, no dividends or dividend equivalents will be payable with respect to outstanding SARs.

10.  Terms and Conditions of Stock Grants.  Stock Grants awarded under the Plan shall be made subject to the following terms and conditions and such other terms and conditions as the Committee may prescribe:

(a)  Form of Grant.  Each Stock Grant shall be evidenced by an agreement (the “Stock Grant Agreement”), in such form as the Committee shall approve, which Agreement shall be subject to the terms and conditions set forth in this Section 10 and shall contain such additional terms and conditions not inconsistent with the Plan as the Committee shall prescribe.

(b)  Number of Shares Subject to an Award; Consideration.  The Stock Grant Agreement shall specify the number of Shares subject to the Stock Grant.  A Stock Grant shall be issued for such consideration as the Committee may determine and may be issued for no cash consideration or for such minimum cash consideration as may be required by applicable law.

(c)  Conditions.  Each Stock Grant shall be subject to such conditions as the Committee shall establish (the “Conditions”), which may include, but not be limited to, conditions which are based upon the continued employment of the Grantee over a specified period of time, or upon the attainment by the Company of one or more measures of the Company’s operating performance, such as earnings, revenues, financial return ratios, total stockholder return or such other measures as may be determined by the Committee (the “Performance Conditions”), or upon a combination of such factors.  Measures of operating performance may be based upon the performance of the Company or upon the performance of a defined business unit or function for which the Grantee has responsibility or over which the Grantee has influence.  The Grantee shall have a vested right to the Shares subject to the Stock Grant to the extent that the Conditions applicable to such Stock Grant have been satisfied.  A Grantee shall forfeit all of his right, title and interest in and to any Shares subject to a Stock Grant in the event that (and to the extent that) such Conditions are not satisfied.

(d)  Limitations on Transferability.  As used herein, the term “Restricted Period” means, with respect to any Shares subject to a Stock Grant, the period beginning on the Award Date and ending on the date on which the Conditions applicable to the Stock Grant have been met.  During the Restricted Period, the Grantee will not be permitted to sell, transfer, exchange, pledge, assign or otherwise dispose of any Shares subject to the Stock Grant (except for Shares as to which the Grantee’s rights have vested); provided, however, that the Committee in its discretion may permit the transfer by the Grantee by gift of Shares to members of the Grantee’s immediate family, including trusts for the benefit of such family members and partnerships or limited liability companies in which such family members are the only owners, it being understood that any Shares so transferred shall remain subject to all of the terms and conditions of the Plan and the applicable Stock Grant Agreement as if the Shares had not been transferred.  Except as provided in the preceding sentence, any attempt to transfer Shares subject to a Stock Grant prior to the Conditions applicable to such Stock Grant being satisfied shall be ineffective.

(e)  Termination of Employment.  Upon termination of employment during the Restricted Period for any reason, all Shares subject to a Stock Grant as to which the Conditions have not lapsed or been satisfied or waived shall be forfeited by the Grantee and shall be retired by the Company and shall acquire the status of treasury shares as of the Employment Termination Date.  The Committee may, in its sole discretion when it finds that such an action would be in the best interests of the Company, accelerate or waive in whole or in part any or all time-based or continuous service Conditions or Performance Conditions with respect to all or part of such employee Grantee’s Stock Grant, except as to any Stock Grant that is intended to constitute “performance-based compensation” under Section 162(m) of the Code, and provided the Committee may not exercise such discretion in connection with a termination of employment for gross misconduct, including without limitation, violations of applicable Company policies or legal or ethical standards.

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(f)  Rights as a Stockholder.  Except as otherwise provided herein or as the Committee may otherwise determine, a Grantee of a Stock Grant shall have all of the rights of a stockholder of the Company, including the right to vote the Shares subject to a Stock Grant and to receive dividends and other distributions thereon, provided that distributions in the form of Shares shall be subject to all of the terms and conditions of the Plan and the Stock Grant Agreement.

11.  Terms and Conditions of Stock Equivalent Units.  Stock Equivalent Units, which entitle a Grantee to receive the Fair Market Value of the Shares upon the Settlement Date (as defined below) subject to satisfaction of any applicable Conditions (a “Stock Unit”), granted under the Plan shall be made subject to the following terms and conditions and such other terms and conditions as the Committee may prescribe:

(a)  Form of Grant.  Each Stock Unit shall be evidenced by an agreement (the “Stock Unit Agreement”), in such form as the Committee shall approve, which Agreement shall be subject to the terms and conditions set forth in this Section 11 and shall contain such additional terms and conditions not inconsistent with the Plan as the Committee shall prescribe.

(b)  Number of Shares Subject to an Award; Consideration.  The Stock Unit Agreement shall specify the number of Shares associated with the Stock Unit.  A Stock Unit shall be issued for such consideration as the Committee may determine and may be issued for no cash consideration or for such minimum cash consideration as may be required by applicable law.

(c)  Term and Conditions.  The term of a Stock Unit shall be for no more than tenyears from the date of grant, but may be for a lesser period or be subject to earlier termination as provided by the Committee, the provisions of the Plan or the Stock Unit Agreement.  Each Stock Unit shall be subject to such Conditions as the Committee shall establish, including time-based and Performance Conditions.

(d)  Value and Payment.  The value of a Stock Unit shall be determined based on the Fair Market Value of a Share on the Settlement Date, multiplied by the number of Shares associated with the Stock Unit.  The “Settlement Date” shall be the earlier of the date designated as the “Payment Date” in the Stock Unit Agreement or the Grantee’s Employment Termination Date.  Settlement shall be completed by the Company as soon as practicable, but no later than seventy-five (75) days following the Settlement Date, subject however,to the provisions of Section 11(h) below.Stock Units may be settled in Shares or in cash or any combination of the two, or in any other form of consideration as determined by the Committee.

(e)  Limitations on Transferability.  The Grantee may not assign the Stock Unit Agreement or transfer, pledge, assign or otherwise dispose of any of his or her rights under the Stock Unit Agreement, except that the Committee in its discretion may permit the Grantee to transfer the Agreement by gift to members of the Grantee’s immediate family, including trusts for the benefit of such family members and partnerships or limited liability companies in which such family members are owners, it being understood that any Agreement so transferred shall remain subject to all of the terms and conditions of the Plan as if such Agreement had not been transferred.  Except as provided in the preceding sentence, any attempt to transfer the Stock Unit Agreement or transfer the Grantee’s rights thereunder shall be ineffective.

(f)  Other Limitations.  If the employment of a Grantee is terminated by the Company or any of its subsidiaries for gross misconduct, including without limitation, violations of applicable Company policies or legal or ethical standards, as determined by the Company, all rights under the Stock Unit shall terminate on the date of such termination of employment.

(g)  No Dividends or Dividend Equivalents.  No dividends or dividend equivalents will be paid with respect to Stock Units.

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(h)  Delay in Payment.  Notwithstanding anything to the contrary contained in this Section 11, so long as a payment with respect to a Stock Unit constitutes “non-qualified deferred compensation” for purposes of Section 409A of the Code, no payment will be made with respect to any Stock Unit granted to any person who, on the Settlement Date, is a “specified employee” of the Company or its subsidiaries (within the meaning of Section 409A(a)(2)(B)(i) of the Code and as determined by the Committee) on account of such Grantee’s Employment Termination Date until the date which is six months after the Settlement Date (or, if earlier than the end of such six-month period, the date of such Grantee’s death).  In lieu of designating specified employees for purposes of Section 409A of the Code, the Board in its discretion may identify all employees of the Company and its subsidiaries as “specified employees” for purposes of this provision.  The provisions of this Section 11(h) will not apply to payments pursuant to a Stock Unit that occur pursuant to a Change in Control (as defined in Section 12(c) below) or in connection with the dissolution of the Company.

12.  Changes in Capitalization, Dissolutions and Change In Control.

(a)Changes in Capitalization.  In the event of a change in the outstanding stock of the Company (including but not limited to changes in either the number of shares or the value of shares) by reason of any stock split, reverse stock split, dividend or other distribution (whether in the form of shares, other securities or other property, but not including regular cash dividends), extraordinary cash dividend, recapitalization, merger in which the stockholders of the Company immediately prior to the merger continue to own a majority of the voting securities of the successor entity immediately after the merger, consolidation, split-up, spin-off, reorganization, combination, repurchase or exchange of shares or other securities, or other similar corporate transaction or event, if the Committee shall determine in its sole discretion that, in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, such transaction or event equitably requires an adjustment in the aggregate number and/or class of Shares available under the Plan (including for this purpose the number of Shares available for issuance under the Plan or limit under Section 6(b) or in the number, class and/or price of Shares subject to outstanding Options and/or Awards), such adjustment shall be made by the Committee and shall be conclusive and binding for all purposes under the Plan.  A participant holding an outstanding award has a legal right to an adjustment that preserves without enlarging the value of such award, with the terms and manner of such adjustment to be determined by the Committee.

(b)  Dissolution.  Notwithstanding any other provision of this Plan or any Award Agreement entered into pursuant to the Plan, to the extent permitted by applicable law, upon a dissolution of the Company: (i) all Options and SARs then outstanding under the Plan shall become fully exercisable as of the effective date of the dissolution; and (ii) all Conditions of all Stock Grants and Stock Units then outstanding shall be deemed satisfied as of the effective date of the dissolution.  In addition, the Board may in its discretion cancel all or any portion of a Grantee’s then outstanding Options, SARs and Stock Units, and in consideration of such cancellation, shall cause to be paid to such Grantee pursuant to the plan of dissolution, an amount in cash equal to the difference between the value of the per Share consideration (as determined by the Board) received by the stockholders of the Company for a Share under the plan of dissolution and any applicable exercise price.  Options, SARs and Stock Units not exercised or cancelled prior to or upon a dissolution shall be terminated.

(c)  Change in Control.  In the event of a Change in Control as defined below,the Board (as constituted immediately prior to the effectiveness of such Change in Control) may in its discretion make such arrangements as it determines appropriate for each type of Award, including: (i) with respect to each outstanding Option, SAR and Stock Unit (A) to cause Awards to be exchanged or converted into substitute awards with respect to securities of any successor entity having an equivalent value as the original Awards to be converted, or (B) to provide that Awards shall become exercisable in full upon the effectiveness of the Change in Control, or (C) to cancel all or any portion of such Award and in consideration of such cancellation, shall cause to be paid to the Grantee upon the effectiveness of such Change in Control, an amount equal to the difference between the value of the per Share consideration (as determined by the Board) received by the stockholders of the Company in the Change in Control and any applicable exercise price; and (ii) with respect to outstanding Stock Grants which are not fully vested and are subject solely to continuous service Conditions, (A) to cause each Stock Grant to be exchanged or converted into a stock grant covering securities of any successor entity having an equivalent value to the unvested portion of the Stock Grant to be converted, or (B) to provide that all such Conditions to which such Stock Grants are subject are satisfied; and (iii) with respect to Stock Grants which are not fully vested and are subject to Performance Conditions, (A) to cause each such Stock Grant to be exchanged or converted into a stock grant covering securities of the successor entity having an equivalent value to the unvested portion of the Stock Grant and to amend the applicable Performance Conditions as appropriate, including by converting such Performance Conditions to continuous service Conditions, or (B) to provide that all such Conditions to which such Stock Grant is subject are satisfied or waived.

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For the purpose of this Section 12(c), a “Change in Control” shall mean:

(i)  The acquisition (other than from the Company) by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (excluding, for this purpose, the Company or its affiliates, or any employee benefit plan of the Company or its affiliates which acquires beneficial ownership of the Company) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of either the then outstanding stock of the Company or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors of the Company; or

(ii)  Individuals who, as of September 18, 2007, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided that any person becoming a director subsequent to such date whose election or nomination for election was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding for this purpose any such person whose initial assumption of office as a member of the Board occurs as a result of an actual or threatened election contest or other actual or threatened solicitation of proxies or consents; or

(iii)  Consummation of a reorganization, merger or consolidation, or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case unless immediately following such Business Combination, persons and entities who were the beneficial owners of at least 50% of the outstanding stock of the Company immediately prior to such Business Combination beneficially own, directly or indirectly, at least 50% of the combined voting power entitled to vote generally in the election of directors of the corporation resulting from such Business Combination.

(d)  No Constraint on Corporate Action.  Nothing in the Plan shall be construed (i) to limit or impair or otherwise affect the Company’s right or power to make adjustments, reclassifications, reorganizations or changes to its capital or business structure, or to merge or consolidate, dissolve or sell or transfer all or any part of its business or assets, or (ii) except as provided in Section 15, to limit the right or power of the Company or any subsidiary to take any action which such entity deems to be necessary or appropriate.

(e)  Limitation on Adjustments under Section 162(m).  Notwithstanding anything to the contrary in this Section 12, no adjustments shall be made under this Section 12 with respect to an Award to an employee covered under Section 162(m) of the Code to the extent such adjustment would cause an Award intended to qualify as “performance-based compensation” under that Section of the Code to fail to so qualify.

13.  Stockholder Approval.  The Plan is subject to the approval by the affirmative vote of a majority of the Shares present in person or represented by proxy at a duly held meeting of the stockholders of the Company within twelve months after the date of the adoption of the Plan by the Board (the date of which approval is the “Effective Date”).  No Award granted under the Plan shall vest or be exercisable prior to the Effective Date.  If the Effective Date shall not occur on or before September 18, 2008, the Plan and all then outstanding Awards made hereunder shall automatically terminate and be of no further force and effect.

14.  Term of Plan.  The Plan, if approved by the Company’s stockholders, will be effective September 18, 2007.  The Plan shall terminate on September 17, 2017and no Awards shall be granted after such date, provided that the Board may at any time terminate the Plan prior thereto. Except as provided in Section 12, the termination of the Plan shall not affect the rights of Grantees under Awards previously granted to them and all Awards shall continue in full force and effect after termination of the Plan, except as such Awards may lapse or be terminated by the terms of the Plan or the Award Agreement.

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15.  Amendment of the Plan.  The Board shall have complete power and authority to modify or amend the Plan (including the forms of Award Agreements) from time to time in such respects as it shall deem advisable; provided, however, that the Board shall not, without approval by the affirmative vote of a majority of the Shares present in person or represented by proxy at a duly held meeting of the stockholders of the Company, (i) increase the maximum number of Shares which in the aggregate are subject to Awards or which may be granted pursuant to Options under the Plan (except as provided by Section 12), (ii) extend the term of the Plan or the period during which Awards may be granted or exercised, (iii) reduce the Option or SAR exercise price below 100% (110% in the case of an ISO granted to a 10% Holder) of the Fair Market Value of the Shares issuable upon exercise of the Option or to which the SAR relates, as applicable, at the time of the grant, other than to change the manner of determining the Fair Market Value thereof (consistent with the rules under Section 409A of the Code), (iv) except as provided by Section 12, increase the maximum number of Shares for which an employee may be granted an Award during any calendar year under the Plan pursuant to Section 6(b), (v) materially increase the benefits accruing to participants under the Plan, (vi) change the designation or class of employees eligible to receive Awards under the Plan, or (vii) with respect to Options which are intended to qualify as ISOs, amend the Plan in any respect which would cause such Options to no longer qualify for ISO treatment pursuant to the Code.  No amendment of the Plan shall, without the consent of the Grantee, adversely affect the rights of such Grantee under any outstanding Award Agreement.

The Plan is intended to comply with the requirements of Section 409A of the Code, without triggering the imposition of any tax penalty thereunder.  To the extent necessary or advisable, the Board may amend the Plan or any Award Agreement to delete any conflicting provision and to add such other provisions as are required to fully comply with the applicable provisions of Section 409A of the Code and any other legislative or regulatory requirements applicable to the Plan.

16.  Taxes.  The Company may make such provisions as it deems appropriate for the withholding of any income, employment or other taxes which it determines is required in connection with any Award made under the Plan, including requiring the Grantee to make a cash payment to the Company equal to the Company’s tax withholding obligation or deducting such amount from any payment of any kind otherwise due to the Grantee.  The Company may further require notification from the Grantee upon any disposition of Shares acquired pursuant to the exercise of Options granted hereunder.

17.  Code References and Definitions.  Whenever reference is made in the Plan to a Section of the Code, the reference shall be to such section as it is now in force or as it may hereafter be amended.  The term “subsidiary” shall have the meaning given to the term “subsidiary corporation” by Section 424(f) of the Code.  The terms “Incentive Stock Option” and “ISO” shall have the meanings given to them by Section 422 of the Code.  The term “10% Holder” shall mean any person who, for purposes of Section 422 of the Code, beneficially owns more than 10% of the total combined voting power of all classes of stock of the Company or of any subsidiary of the Company.  The term “Grantee” means the holder of an Option, an SAR, a Stock Grant or a Stock Unit granted hereunder.  The term “Award Agreement” as used herein means an Option Agreement, SAR Agreement, Stock Grant Agreement or Stock Unit Agreement.

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EX-4.03

EXHIBIT 4.03

EMPLOYEE RESTRICTED STOCK AGREEMENT

(TIME-BASED CONDITIONS)

UNDER THE 2007 EQUITY INCENTIVE PLAN

OF BENIHANA INC.

In consideration of services to be rendered by you (the “Grantee”) toBenihana Inc., a Delaware corporation (the “Company”) or its subsidiary, you have been awarded a stock grant (the “Grant”) under the Company’s 2007 Equity Incentive Plan (the “2007 Plan”), which is incorporated herein by reference, covering a number of shares of Class A Common Stock of the Company, par value $.10 per share (the “Shares”) as listed on Exhibit A (the “Information Page”) subject to the terms and conditions of this Agreement and the 2007 Plan.

1.        STOCK GRANT TERMS AND STOCK CERTIFICATES.  The date of the Grant, the total number of Shares subject to the Grant, the Vesting Dates, the number of Shares subject to the Grant which vest on each Vesting Date (as described in Paragraph 2 hereof) and the per Share consideration for the Grant, if any, are identified on the Information Page. The stock certificate(s), if any, evidencing the Shares underlying the Grant shall be registered on the Company’s books in the name of the Grantee as of the date of Grant.  Physical possession or custody of any such stock certificate(s) shall be retained by the Company or by a bank or other institution designated by the Company, until such Shares are vested or forfeited in accordance with the terms of this Agreement.  While in its possession, the Company reserves the right to place a legend on the stock certificate(s) restricting the transferability of such certificate(s) and referring to the terms and conditions (including, without limitation, forfeiture) relating to the Shares represented by the stock certificate(s).  If the Shares subject to the Grant have been evidenced by stock certificate(s) pursuant to this Paragraph, then as soon as practicable after the end of the applicable Restricted Period (as defined in Paragraph 2 hereof), the Company shall cause unlegended stock certificate(s) covering the requisite number of vested Shares registered on the Company’s books in the name of the Grantee (or his permitted transferee pursuant to Paragraph 5 hereof), to be delivered to such person and will cancel the legended stock certificates.  Shares issued hereunder shall be fully paid and non-assessable.

2.        VESTING.  A number of Shares underlying the Grant will become vested and non-forfeitable on each vesting date as listed on the Information Page (the “Vesting Date”), provided that on the applicable Vesting Date the Grantee continues to be employed by the Company (the “Condition”).Promptly following each Vesting Date, the Stock Plan Administratorwilldeliver to the Grantee (or his permitted transferee pursuant to Paragraph 5 hereof) the number of Shares with respect to which the Condition was satisfied on such Vesting Date, subject to any amounts that are withheld pursuant to Paragraph 9.  With respect to any Share underlying the Grant, the period of time commencing on the date of the Grant and ending on the applicable Vesting Date shall be referred to herein as the “Restricted Period”.

3.        FORFEITURE OF UNVESTED SHARES UPON TERMINATION OF EMPLOYMENT.  Except with respect to Shares which have vested pursuant to Paragraph 2 on or before the employment termination date, in the event that the Grantee ceases as an employee of the Company for any reason during the Restricted Period (including, without limitation, due to death or disability), all Shares subject to the Grant shall be forfeited by the Grantee as of the date that such employment terminates.  Any Shares covered by the Grant that are forfeited by the Grantee shall be transferred to the Company and have the status of treasury shares.  The Committee in its discretion may waive in whole or in part any time-based Conditions which have not been satisfied except in connection with an employment termination for gross misconduct.

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4.        EMPLOYMENT. In consideration of the awarding of the Grant and regardless of whether the Conditions shall be satisfied, the Grantee will fulfill all the duties and obligations of his or her employment by the Company or its subsidiary.  Nothing in this Agreement shall confer upon the Grantee any right to similar stock grants in future years or any right to be continued in the employ of the Company or its subsidiaries or shall interfere in any way with the right of the Company or any such subsidiary to terminate or otherwise modify the terms of the Grantee's employment.

5.        RESTRICTIONS ON TRANSFER.  The Shares subject to the Grant shall not be transferable during the Restricted Period except as the Committee may permit to the extent permitted under the 2007 Plan, on a general or specific basis, subject to such conditions and limitations as may be determined by the Committee.  More particularly (but without limiting the generality of the foregoing), during the Restricted Period the Shares may not be assigned, transferred (except as provided above), pledged or hypothecated in any way, shall not be assignable by operation of law and shall not be subject to execution, attachment, pledge, hypothecation or other disposition contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon the Shares shall be null and void and without effect.

6.        EFFECT ON OTHER BENEFITS.  In no event shall the value of the Shares covered by the Grant awarded under this Agreement at any time be included as compensation or earnings for purposes of determining any other compensation, retirement benefit or other benefit offered to employees of the Company or its subsidiaries under any benefit plan of the Company unless otherwise specifically provided for in such benefit plan.

7.        LEGAL COMPLIANCE.  The Company shall pay all original issue and transfer taxes with respect to the issuance of such Shares and all other fees and expenses necessarily incurred by the Company in connection therewith and will from time to time use its best efforts to comply with all laws and regulations which, in the opinion of counsel for the Company, shall be applicable thereto.

8.        REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF GRANTEE.  The Grantee hereby represents and warrants to the Company that he or she: (i) has the legal right and capacity to enter into this Agreement and fully understands the terms and conditions of this Agreement and (ii) is acquiring the Shares for investment purposes only and not with a view to, or in connection with, the public distribution thereof in violation of the Securities Act of 1933, as now in force or hereafter amended (the “Securities Act”).  The Grantee agrees he or she will not transfer the Shares except in compliance with any rules and regulations in force at the time of such transfer under the Securities Act, or any other applicable law, and a legend to this effect may be placed upon the certificate representing the Shares.

9.        TAXES.  The Grantee must pay or cause to be paid to the Company in cash upon demand any and all amounts due for the purpose of satisfying the Company’s liability, if any, to withhold federal, state or local income tax or employment tax (plus interest or penalties thereon, if any, caused by a delay in making such payment) incurred by reason of the receipt of the Grant (including any such taxes incurred as a result of the Grantee’s election pursuant to Paragraph 10 hereof) or by reason of the vesting of the Shares in accordance with the terms of this Agreement.  By accepting this Grant, the Grantee consents and directs that the Stock Plan Administrator may, but is not obligated to, withhold the number of Shares having an aggregate fair market value as of the date preceding the withholding sufficient to satisfy the Grantee’s obligations hereunder and to deliver such Shares to the Company.  In addition, the Company shall, to the extent permitted by law, have the right to deduct such required withholding from any payment of any kind otherwise due to the Grantee.  The Grantee shall consult his or her own tax advisors regarding the tax consequences to him or her of the receipt of the Shares, of the making of the election pursuant to Paragraph 10 hereof, or of any particular transaction relating to the Shares.

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10.           TAX ELECTION.The Grantee hereby agrees to deliver to the Company a signed copy of any documents he or she may file with the Internal Revenue Service evidencing an election under Section 83(b) of the Internal Revenue Code of 1986 as amended, which copy shall be delivered to the Company within two (2) business days after the date on which any such election is made.

11.           CONDITION PRECEDENT TO GRANT. In the event that the award of the Grant shall be subject to, or shall require, any prior exchange listing, shareholder approval or other condition or act, pursuant to the applicable laws, regulations or policies of any stock exchange, federal or local government or its agencies or representatives, then the Grant hereunder shall not be deemed awarded until the fulfillment of such condition.

12.           RIGHTS AS A STOCKHOLDER.  Subject to the terms and conditions of this Agreement and the 2007 Plan, including, without limitation, the restrictions on transfer and the risk of forfeiture applicable to the Shares covered by the Grant during the Restricted Period, from and after the date of Grant, the Grantee shall have all the rights of a stockholder of the Company with respect to the Shares covered by the Grant, including the right to vote the Shares and the right to receive dividends or other distributions paid thereon, provided that any dividends in the form of Shares will be subject to the terms and conditions of the 2007 Plan and this Agreement.

13.           ADMINISTRATION.  The Compensation and Stock Option Committee (the “Committee”) shall have full authority and discretion, subject only to the express terms of the 2007 Plan, to decide all matters relating to the administration and interpretation of the 2007 Plan and this Agreement and the Grantee agrees to accept all such Committee determinations as final, conclusive and binding.  The Company may designate an internal department or may retain a third-party plan administrator to assist in the administration of the 2007 Plan.  The term “Stock Plan Administrator” as used herein shall mean such internal department or such third-party plan administrator as designated by the Company from time to time. 

14.           COSTS.  The Company shall not charge the Grantee for any part of the Company’s cost to administer and operate the 2007 Plan.  If the Company retains a third-party plan administrator to assist in the administration of the 2007 Plan, the Grantee may be charged fees by such third-party plan administrator in connection with any transactions which the Grantee effects through such third-party plan administrator.

15.           AMENDMENT.  This Agreement shall be subject to the terms of the 2007 Plan, as may be amended by the Company from time to time, except that no amendment of the 2007 Plan adopted after the date of this Agreement shall impair the Grantee’s rights hereunder without his or her consent.  In addition to the foregoing, this Agreement may be amended by the Committee, provided that no such amendment shall impair the Grantee’s rights hereunder without his or her consent.

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16.           DATA PRIVACY.  By entering into this Agreement, the Grantee (a) authorizes the Company and its subsidiaries and the Stock Plan Administrator or any agent of the Company providing recordkeeping services for the 2007 Plan to disclose to each other such information and data as either of them shall request in order to facilitate the award of Grants and the administration of the 2007 Plan; (b) waives any data privacy rights the Grantee may have with respect to such information; and (c) authorizes the Company and the Stock Plan Administrator or any agent of the Company providing recordkeeping services for the 2007 Plan to store and transmit such information in electronic form.

17.           NOTICES. All notices and communications by the Grantee (or his or her permitted transferee) in connection with this Agreement or the Shares granted hereunder shall be delivered to the Stock Plan Administrator.  Unless otherwise directed by the Company, notices to the Stock Plan Administrator shall be delivered in writing by nationally recognized overnight courier, certified mail, postage prepaid or by facsimile to the attention of Chief Financial Officer, Benihana Inc., 8685 N.W. 53rd Terrace, Miami, Florida 33166 (facsimile: (305) 592-6371).  In the event the Company retains a third party plan administrator to administer the 2007 Plan, the Grantee will be advised of the procedure to provide notices to such third party plan administrator and the Company. All notices and communications by the Stock Plan Administrator or the Company to the Grantee (or his or her permitted transferee) in connection with this Agreement shall be given in writing and shall be delivered electronically to the Grantee's e-mail address appearing on the records of the Company, or by nationally recognized overnight courier or certified mail, postage prepaid to the Grantee's residence or to such other address as may be designated in writing by the Grantee.

18.           ENTIRE AGREEMENT AND WAIVER.  This Agreement and the 2007 Plan contain the entire understanding of the parties and supersede any prior understanding and agreements between them representing the subject matter hereof.  To the extent that there is an inconsistency between the terms of the 2007 Plan and this Agreement, the terms of the 2007 Plan shall control.  There are no other representations, agreements, arrangements or understandings, oral or written, between the parties hereto relating to the subject matter hereof which are not fully expressed herein or in the 2007 Plan.  Any waiver or any right or failure to perform under this Agreement shall be in writing signed by the party granting the waiver and shall not be deemed a waiver of any subsequent failure to perform.

19.           SEVERABILITY AND VALIDITY.  The various provisions of this Agreement are severable and any determination of invalidity or unenforceability of any one provision shall have no effect on the remaining provisions.

20.           GOVERNING LAW.  The interpretation, enforceability and validity of this Agreement shall be governed by the substantive laws (but not the choice of law rules) of the State of Florida.

21.           SUBSIDIARY. As used herein, the term "subsidiary" shall mean any present or future corporation which would be a "subsidiary corporation" of the Company, as that term is defined in Section 424(f) of the Internal Revenue Code of 1986, as amended.

22.           HEADINGS; DEFINITIONS.  Paragraph and other headings contained in this Agreement are for reference purposes only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of the Option or any provision hereof.  Capitalized terms not otherwise defined herein have the meanings ascribed to them in the 2007 Plan.

* * *

By my signature below I am accepting the stock grant described on the Information Page annexed hereto as Exhibit A, subject to the terms and conditions contained in this Employee Restricted Stock Agreement and the 2007 Plan.

Dated: _______________

         _________________________________

         Name:

Approved:

BENIHANA INC.

By: ___________________

4

EXHIBIT A

INFORMATION PAGE

Name of Grantee:
Date of Grant:
Number of Shares of Stock Grant:
Per Share Consideration:
Fair Market Value on the Date of Grant:
Vesting Schedule:	Number of Shares	Vesting Date

EX-5.01

EXHIBIT 5.01

[Letterhead of Dornbush Schaeffer Strongin & Venaglia, LLP]

        April 18, 2008

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C.  20549

Re:	Benihana Inc.
	Registration Statement on Form S-8

Gentlemen:

We have been requested by Benihana Inc., a Delaware corporation (the “Company”), to furnish you with our opinion as to the matters hereinafter set forth in connection with the above-captioned registration statement (the “Registration Statement”) covering an aggregate of 750,000 shares (the “Shares”) of the Company’s Class A Common Stock, par value $.10, offered on behalf of the Company in connection with the Company’s 2007 Equity Incentive Plan (the “Plan”).

In connection with this opinion, we have examined the Registration Statement and the Company’s Certificate of Incorporation and By-Laws, as amended to date, the Plan, copies of the records of corporate proceedings of the Company, and such other documents as we have deemed necessary to enable us to render the opinion hereinafter expressed.

Based upon and subject to the foregoing, we are of the opinion that the Shares, when sold in the manner described in the Registration Statement, will be duly authorized, legally issued, fully paid and non-assessable.

We render no opinion as to the laws of any jurisdiction other than the internal laws of the State of New York and the internal corporate law of the State of Delaware.

We hereby consent to the use of this opinion as an exhibit to the Registration Statement.

Very truly yours,
DORNBUSH SCHAEFFER STRONGIN  & VENAGLIA, LLP
By:	/s/ Melissa Cooper
	Melissa Cooper, a Partner

EX-10.01

EXHIBIT 10.01

DIRECTOR STOCK OPTION AGREEMENT

UNDER THE 2007 EQUITY INCENTIVE PLAN

OF BENIHANA INC.

In consideration of services to be rendered by you (the “Grantee”) to Benihana Inc., a Delaware corporation (the “Company"), as a non-employee director of the Company, you have been granted an option (the “Option”) under the Company’s 2007 Equity Incentive Plan (the “2007 Plan”), which is incorporated herein by reference, to purchase from the Company a number of shares of Class A Common Stock of the Company (the “Shares”) at the exercise price per Share as listed on Exhibit A (the “Information Page”) subject to the terms and conditions of this Agreement and the 2007 Plan.

1.        OPTION TERMS.  The date of grant, the maximum number of Shares the Option entitles the Grantee to purchase, the option exercise price per Share, the date or dates on which the Option will vest (i.e., will become first exercisable) and the date of expiration of the Option are identified on the Information Page.  No options granted under this Agreement shall qualify as incentive stock options and as a result all such options shall be non-incentive stock options.

2.        TERM OF OPTION AND EXERCISABILITY.  Subject to the provisions of Paragraph 4 hereof, the Option shall expire at 5:00 P.M. (New York City Time) on the Expiration Date listed on the Information Page and shall become first exercisable as to the Shares covered by the Option in one or more installments on the dates listed on the Information Page.  Notwithstanding the foregoing, the Option may not be exercised as to less than 100 Shares at any time (or the remaining Shares covered by the Option, if less than 100 Shares); and the Option may not be exercised until fulfillment of all applicable conditions precedent referred to in Paragraph 5 hereof.  The exercise price of the Option shall be paid in full at the time of exercise as set forth in Paragraph 3 hereof.

3.        METHOD OF EXERCISING OPTION.  The Option is only exercisable by the Grantee (or his or her permitted transferee as set forth in Paragraph 6 hereof) by written notice to the Stock Plan Administrator substantially in the form of that attached to this Agreement as Exhibit B.  Payment of the exercise price for all of the Shares as to which the Option is being exercised shall be made:  (a) by certified check or money order payable to the order of the Company; (b) if permitted under the Company’s policies then in effect and applicable law, from cash proceeds received under a broker-assisted contemporaneous sale of Shares issued pursuant to such Option exercise; (c) with the prior approval of the Committee (as defined in Paragraph 10 hereof) and subject to the following sentence, by delivering Shares having a Fair Market Value as of the last trading day immediately preceding the exercise date equal to the exercise price for all of the Shares as to which the Option is being exercised, by delivering physical certificates duly endorsed in blank for transfer to the Company or if permitted by the Company by submitting certificates by attestation; or (d) by a combination of (i) cash, (ii) proceeds from the contemporaneous sale described in clause (b) above and (iii) with prior approval of the Committee, Shares as described in clause (c) above. Notwithstanding anything to the contrary contained herein, Shares used in payment of the exercise price of the Option must (1) have been acquired by the Grantee for cash in the open market at least six months prior to the Option exercise date, or (2) if acquired pursuant to a Stock Grant granted under any equity incentive plan of the Company, including the 2007 Plan, must be owned by the Grantee and all conditions applicable to such Shares pursuant to the Stock Grant must have been satisfied at least six months prior to the Option exercise date, or (3) if acquired from the Company by settlement of a Restricted Stock Unit, or by exercise of an option, Stock Appreciation Right, or other similar award, must have been owned by the Grantee for a period of at least six months prior to the Option exercise date.

Promptly following the Option exercise, the Stock Plan Administrator will instruct the Company’s transfer agent and stock registrar to deliver to the Grantee (or his or her permitted transferee) or for his or her account as specified by the Grantee in the Notice of Exercise, the number of Shares with respect to which the Option was exercised, less the number of Shares sold for purposes of payment pursuant to clause (b) above and less the number of Shares delivered to the Company by attestation pursuant to clause (c) or (d) above.  The Grantee shall not have any of the rights of a stockholder with respect to the Shares issuable upon exercise of the Option until the Shares shall have been issued.  In the event the Option shall be exercised (if permitted hereunder) by a person other than the Grantee, such permitted transferee shall provide appropriate proof of his or her right to exercise the Option to the Stock Plan Administrator in accordance with its policies and procedures.  Shares issued upon the exercise of the Option as provided herein shall be fully paid and non-assessable.

4.        TERMINATION OF SERVICE.  In the event that the Grantee ceases to serve as a director of the Company for any reason other than as a result of death, the Option shall be exercisable (but only to the extent that the Option was vested and therefore exercisable at the time he or she ceased to so serve as a director) for three (3) months (of, if shorter, the remainder of the Option term).  In the event that the Grantee ceases to serve as a director of the Company as a result of death, the Option shall be exercisable for twelve (12) months (or, if shorter, the remainder of the Option term) by the Grantee’s estate or by any person or persons who acquired the right to exercise such Option by will or by the laws of descent and distribution.  Nothing in this Agreement shall confer upon the Grantee any right to be nominated for election as a director or to continue to provide services as a director of the Company.

5.        CONDITION PRECEDENT TO EXERCISE OF OPTION. In the event that the exercise of the Option or the issuance of the Shares upon exercise thereof shall be subject to, or shall require, any prior exchange listing, stockholder approval or other condition or act, pursuant to the applicable laws, regulations or policies of any stock exchange, federal, state or local government or its agencies, then the Option shall not be exercisable until the fulfillment of such condition.  The Grantee shall have no rights against the Company if the Option is not exercisable or its exercise is delayed by virtue of the foregoing sentence.

6.        NON-TRANSFERABILITY.  The Option shall not be transferable otherwise than by will or the laws of descent and distribution and is exercisable during the lifetime of the Grantee only by him or her or his or her guardian or legal representative and following his or her death will be exercisable by the Grantee’s estate, upon presentation to the Stock Plan Administrator of letters testamentary or other documentation satisfactory to the Stock Plan Administrator.  More particularly (but without limiting the generality of the foregoing), the Option may not be assigned, transferred (except as provided in this Paragraph), pledged or hypothecated in any way, shall not be assignable by operation of law and shall not be subject to execution, attachment, pledge, hypothecation or other disposition and the levy of any execution, attachment or similar process upon the Option shall be null and void and without effect.  Notwithstanding the foregoing, the Committee may permit further transferability to the extent permitted under the 2007 Plan, on a general or specific basis, and may impose conditions and limitations on any such permitted transferability.

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7.        PURCHASE FOR INVESTMENT; LEGEND.  Unless the Shares underlying the Option granted hereunder have been effectively registered under the Securities Act of 1933, as now in force or hereafter amended, the Company shall be under no obligation to issue or transfer any shares covered by any Option unless the Grantee (or Grantee’s permitted transferees pursuant to Paragraph 6 above) shall give a written representation and undertaking to the Company and upon which, in the opinion of Company counsel, the Company may reasonably rely that Grantee is acquiring the Shares for his or her own account as an investment and not with the view to, or for sale in connection with, the distribution of such Shares, and that Grantee will make no transfer of the same except in compliance with any rules and regulations in force at the time of such transfer under the Securities Act of 1933, or any other applicable law, and that if Shares are issued or transferred without such registration, a legend to this effect may be placed upon the certificate representing the Shares.

8.        TAXES.  The Grantee must pay or cause to be paid to the Company upon demand any and all amounts due for the purpose of satisfying the Company’s liability, if any, to withhold federal, state or local income tax or employment tax (plus interest or penalties thereon, if any, caused by a delay in making such payment) incurred by reason of the Grantee’s exercise of the Option or the sale of Shares in connection therewith.  The Grantee shall consult his or her own tax advisors regarding the tax consequences to him or her of the exercise of the Option or sale of any Shares covered by the Option.

9.        AVAILABLE SHARES; LEGAL COMPLIANCE.  The Company shall at all times during the term of the Option reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of this Agreement, shall pay all original issue and transfer taxes with respect to the issuance of such Shares and all other fees and expenses necessarily incurred by the Company in connection therewith and will from time to time use its best efforts to comply with all laws and regulations which, in the opinion of counsel for the Company, shall be applicable thereto.

10.           ADMINISTRATION.  The Compensation and Stock Option Committee (the “Committee”) shall have full authority and discretion, subject only to the express terms of the 2007 Plan, to decide all matters relating to the administration and interpretation of the 2007 Plan and this Agreement, and the Grantee agrees to accept all such Committee determinations as final, conclusive and binding.  The Company may designate an internal department or may retain a third-party plan administrator to assist in the administration of the 2007 Plan.  The term “Stock Plan Administrator” as used herein shall mean such internal department or such third-party plan administrator as designated by the Company from time to time.

11.           COSTS.  The Company shall not charge the Grantee for any part of the Company’s cost to administer and operate the 2007 Plan.  If the Company retains a third-party plan administrator to assist in the administration of the 2007 Plan, the Grantee may be charged fees by such third-party plan administrator in connection with the Grantee’s exercise of the Option, sale of Shares, or other transactions which he or she effects through such third-party plan administrator.

12.           AMENDMENT.  This Agreement shall be subject to the terms of the 2007 Plan, as may be amended by the Company from time to time, except that no amendment of the 2007 Plan adopted after the date of this Agreement shall impair the Grantee’s rights hereunder without his or her consent.  In addition to the foregoing, this Agreement may be amended by the Committee, provided that no such amendment shall impair the Grantee’s rights hereunder without his or her consent.

13.           DATA PRIVACY.  By entering into this Agreement, the Grantee (a) authorizes the Company and its subsidiaries and the Stock Plan Administrator or any agent of the Company providing recordkeeping services for the 2007 Plan to disclose to each other such information and data as either of them shall request in order to facilitate the grant of options and the administration of the 2007 Plan; (b) waives any data privacy rights the Grantee may have with respect to such information; and (c) authorizes the Company and the Stock Plan Administrator or any agent of the Company providing recordkeeping services for the 2007 Plan to store and transmit such information in electronic form.

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14.           NOTICES.  All notices and communications by the Grantee (or his or her permitted transferee) in connection with this Agreement or the exercise of the Option granted hereunder shall be delivered to the Stock Plan Administrator.  Unless otherwise directed by the Company, notices to the Stock Plan Administrator shall be delivered in writing by nationally recognized overnight courier, certified mail, postage prepaid or by facsimile to the attention of Chief Financial Officer, Benihana Inc., 8685 N.W. 53rd Terrace, Miami, Florida 33166 (facsimile: (305) 592-6371).  In the event the Company retains a third party plan administrator to administer the 2007 Plan, the Grantee will be advised of the procedure to provide notices to such third party plan administrator and the Company.  All notices and communications by the Stock Plan Administrator or the Company to the Grantee (or his or her permitted transferee) in connection with this Agreement shall be given in writing and shall be delivered electronically to the Grantee's e-mail address appearing on the records of the Company, or by nationally recognized overnight courier or certified mail, postage prepaid to the Grantee's residence or to such other address as may be designated in writing by the Grantee.

15.           ENTIRE AGREEMENT AND WAIVER.  This Agreement and the 2007 Plan contain the entire understanding of the parties and supersede any prior understanding and agreements between them representing the subject matter hereof.  To the extent that there is an inconsistency between the terms of the 2007 Plan and this Agreement, the terms of the 2007 Plan shall control.  There are no other representations, agreements, arrangements or understandings, oral or written, between the parties hereto relating to the subject matter hereof which are not fully expressed herein or in the 2007 Plan.  Any waiver or any right or failure to perform under this Agreement shall be in writing signed by the party granting the waiver and shall not be deemed a waiver of any subsequent failure to perform.

16.           SEVERABILITY AND VALIDITY.  The various provisions of this Agreement are severable and any determination of invalidity or unenforceability of any one provision shall have no effect on the remaining provisions.

17.           GOVERNING LAW.  The interpretation, enforceability and validity of this Agreement shall be governed by the substantive laws (but not the choice of law rules) of the State of Florida.

18.           HEADINGS; DEFINITIONS.  Paragraph and other headings contained in this Agreement are for reference purposes only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of the Option or any provision hereof.  Capitalized terms not otherwise defined herein have the meanings ascribed to them in the 2007 Plan.

* * *

By my signature below I am accepting the stock option grant described on the Information Page annexed hereto as Exhibit A, subject to the terms and conditions contained in this Director Stock Option Agreement and the 2007 Plan.

Dated: _______________

_________________________________

Name:

Approved:

BENIHANA INC.

By: ___________________

4

EXHIBIT A

INFORMATION PAGE

Name of Grantee:
Type of Award:	Non-incentive Stock Option
Date of Grant:
Expiration Date:
Number of Shares underlying the Stock Option Grant:	10,000
Option Exercise Price per Share:	$
Vesting Schedule:	Number of Shares	Vesting Dates
	3,333 Shares
	3,333 Shares
	3,334 Shares

FORM OF NOTICE - EXHIBIT B

NOTICE OF EXERCISE OF STOCK OPTION

OF

BENIHANA INC.

          Dated: _______________

Stock Plan Administrator

Benihana Inc.

8685 Northwest 53rd Terrace

Miami, Florida 33166

Dear Sir:

Reference is made to the Benihana Inc. 2007 Equity Incentive Plan (as may be amended from time to time, the “2007 Plan”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the 2007 Plan.

1.           Exercise Election:

This constitutes notice, as required under my Director Stock Option Agreement, that I elect to purchase the number of shares for the price set forth below.

Stock Option dated:	______________________________________
Exercise price per Share:	______________________________________
Number of Shares as to which option
is being exercised:	______________________________________
Total Exercise Price:	______________________________________

2.           Method of Payment (Check one of the following to indicate method of payment):

___           A.  Cash:  Enclosed is a certified check or money order payable to “Benihana Inc.” in the amount of $_________ in full payment of the Total Exercise Price plus such amounts required to satisfy the Company’s withholding obligation with respect to this exercise.

___           B.  Broker-Assisted Cashless Exercise:  I have authorized the broker with which I maintain (or am currently establishing) an account, to act as my agent with respect to the immediate sale of Shares acquired through this exercise of the Option through a broker-assisted “cashless” exercise.  I have completed the necessary documentation with my broker and have enclosed a copy of the letter directing my broker to deliver to the Company a portion of the proceeds from the sale of the Shares equal to the Total Exercise Price.  By signing this Notice, I also agree to deliver and cause my broker to deliver such proceeds to the Company and such other documentation as the Company may request to complete the exercise.

___           C.  (SUBJECT TO PRIOR APPROVAL BY THE COMPENSATION AND STOCK OPTION COMMITTEE)  Stock:  I am paying the Total Exercise Price by surrender of ___________ Share(s) with a total Fair Market Value of $___________ (based on the closing price of the Company’s Class A Common Stock on the date immediately preceding the date hereof).

___           D.  (SUBJECT TO PRIOR APPROVAL BY THE COMPENSATION AND STOCK OPTION COMMITTEE)  Part Cash/Part Stock:  In full payment of the Total Exercise Price, I enclose a certified check or money order in the amount of $____________ (representing a portion of the Total Exercise Price and am paying the balance of Total Exercise Price by surrender of ___________ Share(s) with a total Fair Market Value of $__________ (based on the average of the high and low prices of the Company’s Class A Common Stock on the date immediately preceding the date hereof).

3.           Instructions for Delivery of Shares:

Issue Certificate in the name of:	If requesting shares to be delivered electronically
	(“DWAC”) to a broker:
_______________________________	DTC#:_________________________________
Address:________________________	Agent bank #:___________________________
_______________________________	Account #:_____________________________
_______________________________	Broker Name: ___________________________
	Contact Name: __________________________
Mail Certificate to (if different than above):	Phone #:  ______________________________
____________________________	Email: _________________________________
____________________________
____________________________

4.           Representations and Covenants:

I hereby represent that (i) I am purchasing all of the Shares for my own account and not for purposes of resale or distribution and (ii) all Shares surrendered for payment of the Exercise Price have been continuously owned by me for at least six (6) months immediately following the delivery of such Shares hereunder.  By this exercise, I agree to (i) provide such additional documents as you may require pursuant to the terms of the 2007 Plan and (ii) to pay the Company’s withholding obligations, if any, with respect to this exercise.

___________________________________

Name (please print):

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EX-10.02

EXHIBIT 10.02

EMPLOYEE STOCK OPTION AGREEMENT

UNDER THE 2007 EQUITY INCENTIVE PLAN

OF BENIHANA INC.

In consideration of services to be rendered by you (the “Grantee”) to Benihana Inc., a Delaware corporation (the “Company") or its subsidiary, you have been granted an option (the “Option”) under the Company’s 2007 Equity Incentive Plan (the “2007 Plan”), which is incorporated herein by reference, to purchase from the Company a number of shares of Class A Common Stock of the Company (the “Shares”) at the exercise price per Share as listed on Exhibit A (the “Information Page”) subject to the terms and conditions of this Agreement and the 2007 Plan.

1.        OPTION TERMS.  The date of grant, the maximum number of Shares the Option entitles the Grantee to purchase, the number of Shares which are subject to that portion of the Option that is intended to qualify as an Incentive Stock Option (“ISO”) and the number of Shares which are subject to that portion of the Option that is designated as a non-incentive stock option (“non-ISO”), the option exercise price per Share, the date or dates on which the Option will vest (i.e., will become first exercisable) and the date of expiration of the Option are identified on the Information Page.

2.        TERM OF OPTION AND EXERCISABILITY.  Subject to the provisions of Paragraphs 5 and 6 hereof, the Option shall expire at 5:00 P.M. (New York City Time) on the Expiration Date listed on the Information Page (which in the case of an ISO granted to a 10% Holder shall be no more than five years from the grant date) and shall become first exercisable as to the Shares covered by the Option in one or more installments on the dates listed on the Information Page.  Notwithstanding the foregoing, the Option may not be exercised as to less than 100 Shares at any time (or the remaining Shares covered by the Option, if less than 100 Shares); and the Option may not be exercised until fulfillment of all applicable conditions precedent referred to in Paragraph 7 hereof.  The exercise price of the Option shall be paid in full at the time of exercise as set forth in Paragraph 3 hereof.  Except as provided in Paragraphs 5 and 6 hereof, the Option may not be exercised unless the Grantee shall have been in the continuous employ of the Company or of one or more of its subsidiaries from the date of the Option grant to the date of the exercise of the Option.

3.        METHOD OF EXERCISING OPTION.  The Option is only exercisable by the Grantee (or his or her permitted transferee as set forth in Paragraph 8 hereof) by written notice to the Stock Plan Administrator substantially in the form of that attached to this Agreement as Exhibit B or in such other form as the Stock Plan Administrator may designate.  Payment of the exercise price for all of the Shares as to which the Option is being exercised shall be made:  (a) by certified check or money order payable to the order of the Company; (b) if permitted under the Company’s policies then in effect and applicable law, from cash proceeds received under a broker-assisted contemporaneous sale of Shares issued pursuant to such Option exercise; (c) with the prior approval of the Committee (as defined in Paragraph 13 hereof) and subject to the following sentence, by delivering Shares having a Fair Market Value as of the last trading day immediately preceding the exercise date equal to the exercise price for all of the Shares as to which the Option is being exercised, by delivering physical certificates duly endorsed in blank for transfer to the Company or if permitted by the Company, by submitting certificates by attestation; or (d) by a combination of (i) cash, (ii) proceeds from the contemporaneous sale described in clause (b) above and (iii) with prior approval of the Committee, Shares as described in clause (c) above. Notwithstanding anything to the contrary contained herein, Shares used in payment of the exercise price of the Option must (1) have been acquired by the Grantee for cash in the open market at least six months prior to the Option exercise date, or (2) if acquired pursuant to a Stock Grant granted under any equity incentive plan of the Company, including the 2007 Plan, must be owned by the Grantee and all conditions applicable to such Shares pursuant to the Stock Grant must have been satisfied at least six months prior to the Option exercise date, or (3) if acquired from the Company by settlement of a Restricted Stock Unit, or by exercise of an option, Stock Appreciation Right, or other similar award, must have been owned by the Grantee for a period of at least six months prior to the Option exercise date.

Promptly following the Option exercise, the Stock Plan Administrator will instruct the Company’s transfer agent and stock registrar to deliver to the Grantee (or his or her permitted transferee) or for his or her account as specified by the Grantee in the Notice of Exercise, the number of Shares with respect to which the Option was exercised, less the number of Shares sold for purposes of payment pursuant to clause (b) above and less the number of Shares delivered to the Company by attestation pursuant to clause (c) or (d) above.  The Grantee shall not have any of the rights of a stockholder with respect to the Shares issuable upon exercise of the Option until the Shares shall have been issued.  In the event the Option shall be exercised (if permitted hereunder) by a person other than the Grantee, such permitted transferee shall provide appropriate proof of his or her right to exercise the Option to the Stock Plan Administrator in accordance with its policies and procedures.  Shares issued upon the exercise of the Option as provided herein shall be fully paid and non-assessable.

4.        EMPLOYMENT. In consideration of the granting of the Option and regardless of whether the Option shall be exercised, the Grantee will fulfill all the duties and obligations of his or her employment by the Company or its subsidiary.  Nothing in this Agreement shall confer upon the Grantee any right to similar option grants in future years or any right to be continued in the employ of the Company or its subsidiaries or shall interfere in any way with the right of the Company or any such subsidiary to terminate or otherwise modify the terms of the Grantee's employment.

5.        TERMINATION OF EMPLOYMENT.  Except as otherwise provided in Paragraph 6 hereof, in the event that the employment of the Grantee by the Company or its subsidiary terminates, the Option shall be exercisable (to the extent that the Option was vested and therefore exercisable at the time of the Grantee’s termination of employment) for ninety (90) days following such termination of employment, but no later than the expiration date specified on the Information Page; provided, however, if the Option is a non-ISO and if the Grantee continues to provide services to the Company as a consultant or non-employee director following the termination of his or her employment by the Company or its subsidiary, then the Grantee shall not be deemed to have terminated his or her employment for purposes of this sentence during the period of such consultancy or while so serving as a non-employee director.  Notwithstanding anything to the contrary in this Agreement or the 2007 Plan, if the Grantee’s employment is terminated by the Company or any of its subsidiaries for gross misconduct, including without limitation, violations of applicable Company policies or legal or ethical standards, all rights under the Option (including vested rights) shall terminate on the employment termination date.  This Agreement may be terminated by the Company, and upon any such termination the Option underlying this Agreement, to the extent then unexercised shall be null and void as of the date of such termination, upon a breach by the Grantee of any of his or her obligations to the Company pursuant to any written agreement between the Grantee and the Company, including without limitation, any agreement relating to confidentiality, intellectual property or restrictions on competition and solicitation.

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6.        DEATH, DISABILITY OR RETIREMENT OF GRANTEE.  In the event of a termination of the Grantee’s employment by the Company or its subsidiary as a result of his or her death, Disability or Retirement, then the portion of the Option which has vested and is exercisable as of the date of the Grantee’s termination of employment shall remain exercisable by the Grantee, or by the Grantee’s estate or heirs, for a period of twelve (12) months following the Grantee’s employment termination date (or, if shorter, the remainder of the Option term), provided that in the case of a termination as a result of Disability or Retirement, the Option was granted to the Grantee at least one year prior to the Grantee's employment termination date or as otherwise determined by the Committee.  The term “Disability” as used in this Agreement shall have the meaning set forth in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended.  The term “Retirement” as used in this Agreement means the termination of the Grantee's employment with the Company or its subsidiary on or after (a) the Grantee’s 65th birthday or (b) the Grantee’s 55th birthday if the Grantee has completed ten years of service with the Company or any of its subsidiaries.

7.        CONDITION PRECEDENT TO EXERCISE OF OPTION. In the event that the exercise of the Option or the issuance of the Shares upon exercise thereof shall be subject to, or shall require, any prior exchange listing, stockholder approval or other condition or act, pursuant to the applicable laws, regulations or policies of any stock exchange, federal, state or local government or its agencies, then the Option shall not be exercisable until the fulfillment of such condition.  The Grantee shall have no rights against the Company if the Option is not exercisable or its exercise is delayed by virtue of the foregoing sentence.

8.        NON-TRANSFERABILITY.  The Option shall not be transferable otherwise than by will or the laws of descent and distribution and is exercisable during the lifetime of the Grantee only by him or her or his or her guardian or legal representative and following his or her death will be exercisable by the Grantee’s estate, upon presentation to the Stock Plan Administrator of letters testamentary or other documentation satisfactory to the Stock Plan Administrator.  More particularly (but without limiting the generality of the foregoing), the Option may not be assigned, transferred (except as provided in this Paragraph), pledged or hypothecated in any way, shall not be assignable by operation of law and shall not be subject to execution, attachment, pledge, hypothecation or other disposition and the levy of any execution, attachment or similar process upon the Option shall be null and void and without effect.  Notwithstanding the foregoing, the Committee may permit further transferability to the extent permitted under the 2007 Plan, on a general or specific basis, and may impose conditions and limitations on any such permitted transferability.

9.        EFFECT ON OTHER BENEFITS.  In no event shall the value of the Shares covered by the Option granted under this Agreement at any time be included as compensation or earnings for purposes of determining any other compensation, retirement benefit or other benefit offered to employees of the Company or its subsidiaries under any benefit plan of the Company unless otherwise specifically provided for in such benefit plan.

10.           PURCHASE FOR INVESTMENT; LEGEND.  Unless the Shares underlying the Option granted hereunder have been effectively registered under the Securities Act of 1933, as now in force or hereafter amended, the Company shall be under no obligation to issue or transfer any Shares covered by any Option unless the Grantee (or Grantee’s permitted transferees pursuant to Paragraph 8 above) shall give a written representation and undertaking to the Company and upon which, in the opinion of Company counsel, the Company may reasonably rely that Grantee is acquiring the Shares for his or her own account as an investment and not with the view to, or for sale in connection with, the distribution of such Shares, and that Grantee will make no transfer of the same except in compliance with any rules and regulations in force at the time of such transfer under the Securities Act of 1933, or any other applicable law, and that if Shares are issued or transferred without such registration, a legend to this effect may be placed upon the certificate representing the Shares.

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11.           TAXES.  The Grantee must pay or cause to be paid to the Company upon demand any and all amounts due for the purpose of satisfying the Company’s liability, if any, to withhold federal, state or local income tax or employment tax (plus interest or penalties thereon, if any, caused by a delay in making such payment) incurred by reason of the Grantee’s exercise of the Option or the sale of Shares in connection therewith.  The Company shall, to the extent permitted by law, have the right to deduct the required withholding from any payment of any kind otherwise due to the Grantee.  The Grantee shall consult his or her own tax advisors regarding the tax consequences to him or her of the exercise of the Option or sale of any Shares covered by the Option.

12.           AVAILABLE SHARES; LEGAL COMPLIANCE.  The Company shall at all times during the term of the Option reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of this Agreement, shall pay all original issue and transfer taxes with respect to the issuance of such Shares and all other fees and expenses necessarily incurred by the Company in connection therewith and will from time to time use its best efforts to comply with all laws and regulations which, in the opinion of counsel for the Company, shall be applicable thereto.

13.           ADMINISTRATION.  The Compensation and Stock Option Committee (the “Committee”) shall have full authority and discretion, subject only to the express terms of the 2007 Plan, to decide all matters relating to the administration and interpretation of the 2007 Plan and this Agreement, and the Grantee agrees to accept all such Committee determinations as final, conclusive and binding.  The Company may designate an internal department or may retain a third-party plan administrator to assist in the administration of the 2007 Plan.  The term “Stock Plan Administrator” as used herein shall mean such internal department or such third-party plan administrator as designated by the Company from time to time.

14.           COSTS.  The Company shall not charge the Grantee for any part of the Company’s cost to administer and operate the 2007 Plan.  If the Company retains a third-party plan administrator to assist in the administration of the 2007 Plan, the Grantee may be charged fees by such third-party plan administrator in connection with the Grantee’s exercise of the Option, sale of Shares, or other transactions which he or she effects through such third-party plan administrator.

15.           AMENDMENT.  This Agreement shall be subject to the terms of the 2007 Plan, as may be amended by the Company from time to time, except that no amendment of the 2007 Plan adopted after the date of this Agreement shall impair the Grantee’s rights hereunder without his or her consent.  In addition to the foregoing, this Agreement may be amended by the Committee, provided that no such amendment shall impair the Grantee’s rights hereunder without his or her consent.

16.           DATA PRIVACY.  By entering into this Agreement, the Grantee (a) authorizes the Company and its subsidiaries and the Stock Plan Administrator or any agent of the Company providing recordkeeping services for the 2007 Plan to disclose to each other such information and data as either of them shall request in order to facilitate the grant of options and the administration of the 2007 Plan; (b) waives any data privacy rights the Grantee may have with respect to such information; and (c) authorizes the Company and the Stock Plan Administrator or any agent of the Company providing recordkeeping services for the 2007 Plan to store and transmit such information in electronic form.

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17.           NOTICES.  All notices and communications by the Grantee (or his or her permitted transferee) in connection with this Agreement or the exercise of the Option granted hereunder shall be delivered to the Stock Plan Administrator.  Unless otherwise directed by the Company, notices to the Stock Plan Administrator shall be delivered in writing by nationally recognized overnight courier, certified mail, postage prepaid or by facsimile to the attention of Chief Financial Officer, Benihana Inc., 8685 N.W. 53rd Terrace, Miami, Florida 33166 (facsimile: (305) 592-6371).  In the event the Company retains a third party plan administrator to administer the 2007 Plan, the Grantee will be advised of the procedure to provide notices to such third party plan administrator and the Company. All notices and communications by the Stock Plan Administrator or the Company to the Grantee (or his or her permitted transferee) in connection with this Agreement shall be given in writing and shall be delivered electronically to the Grantee's e-mail address appearing on the records of the Company, or by nationally recognized overnight courier or certified mail, postage prepaid to the Grantee's residence or to such other address as may be designated in writing by the Grantee.

18.           ENTIRE AGREEMENT AND WAIVER.  This Agreement and the 2007 Plan contain the entire understanding of the parties and supersede any prior understanding and agreements between them representing the subject matter hereof.  To the extent that there is an inconsistency between the terms of the 2007 Plan and this Agreement, the terms of the 2007 Plan shall control.  There are no other representations, agreements, arrangements or understandings, oral or written, between the parties hereto relating to the subject matter hereof which are not fully expressed herein or in the 2007 Plan.  Any waiver or any right or failure to perform under this Agreement shall be in writing signed by the party granting the waiver and shall not be deemed a waiver of any subsequent failure to perform.

19.           SEVERABILITY AND VALIDITY.  The various provisions of this Agreement are severable and any determination of invalidity or unenforceability of any one provision shall have no effect on the remaining provisions.

20.           GOVERNING LAW.  The interpretation, enforceability and validity of this Agreement shall be governed by the substantive laws (but not the choice of law rules) of the State of Florida.

21.           SUBSIDIARY. As used herein, the term "subsidiary" shall mean any present or future corporation which would be a "subsidiary corporation" of the Company, as that term is defined in Section 424(f) of the Internal Revenue Code of 1986, as amended.

22.           HEADINGS; DEFINITIONS.  Paragraph and other headings contained in this Agreement are for reference purposes only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of the Option or any provision hereof.  Capitalized terms not otherwise defined herein have the meanings ascribed to them in the 2007 Plan.

* * *

By my signature below I am accepting the stock option grant described on the Information Page annexed hereto as Exhibit A, subject to the terms and conditions contained in this Employee Stock Option Agreement and the 2007 Plan.

Dated: _______________

_________________________________

Name:

Approved:

BENIHANA INC.

By: ___________________

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EXHIBIT A

INFORMATION PAGE

Name of Grantee:
Type of Award:	Stock Option
Date of Grant:
Expiration Date:
Number of Shares underlying the Stock Option Grant:
Number of Shares Intended to Qualify as an ISO:
Number of Shares Designated as a Non- ISO:
Option Exercise Price per Share:
Vesting Schedule:	Number of Shares	Vesting Dates

FORM OF NOTICE - EXHIBIT B

NOTICE OF EXERCISE OF STOCK OPTION

OF

BENIHANA INC.

           Dated: _______________

Stock Plan Administrator

Benihana Inc.

8685 Northwest 53rd Terrace

Miami, Florida 33166

Dear Sir:

Reference is made to the Benihana Inc. 2007 Equity Incentive Plan (as may be amended from time to time, the “2007 Plan”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the 2007 Plan.

1.           Exercise Election:

This constitutes notice, as required under my Employee Stock Option Agreement, that I elect to purchase the number of Shares for the price set forth below.

Stock Option dated:	______________________________________
Exercise price per Share:	______________________________________
Number of Shares as to which ISO
is being exercised:	______________________________________
Number of Shares as to which Non-ISO
is being exercised:	______________________________________
Total Exercise Price:	______________________________________

2.           Method of Payment (Check one of the following to indicate method of payment):

___           A.  Cash:  Enclosed is a certified check or money order payable to “Benihana Inc.” in the amount of $_________   in full payment of the Total Exercise Price plus such amounts required to satisfy the Company’s withholding obligation with respect to this exercise.

___           B.  Broker-Assisted Cashless Exercise:  I have authorized the broker with which I maintain (or am currently establishing) an account, to act as my agent with respect to the immediate sale of Shares acquired through this Option exercise through a broker-assisted “cashless” exercise.  I have completed the necessary documentation with my broker and have enclosed a copy of the letter directing my broker to deliver to the Company a portion of the proceeds from the sale of the Shares equal to the Total Exercise Price plus amounts required to satisfy the Company’s withholding obligations with respect to this exercise.  By signing this Notice, I also agree to deliver and cause my broker to deliver such proceeds to the Company and such other documentation as the Company may request to complete the exercise.

___           C.  (SUBJECT TO PRIOR APPROVAL BY THE COMPENSATION AND STOCK OPTION COMMITTEE)  Stock:  I am paying the Total Exercise Price by surrender of ___________ Share(s) with a total Fair Market Value of $___________ (based on the average of the high and low prices of the Company’s Class A Common Stock on the last trading day immediately preceding the date hereof).  I have enclosed a certified check or money order payable to “Benihana Inc.” in the amount of $_________ in full payment of the withholding obligations of the Company with respect to this exercise.

___           D.  (SUBJECT TO PRIOR APPROVAL BY THE COMPENSATION AND STOCK OPTION COMMITTEE)  Part Cash/Part Stock:  In full payment of the Total Exercise Price, I enclose a certified check or money order in the amount of $____________ (representing a portion of the Total Exercise Price and full payment of the Company’s withholding obligations with respect to this exercise) and am paying the balance of Total Exercise Price by surrender of ___________ Share(s) with a total Fair Market Value of $__________ (based on the average of the high and low prices of the Company’s Class A Common Stock on the last trading day immediately preceding the date hereof).

3.           Instructions for Delivery of Shares:

Issue Certificate in the name of:	If requesting shares to be delivered electronically
	(“DWAC”) to a broker:
_______________________________	DTC#:_________________________________
Address:________________________	Agent bank #:___________________________
_______________________________	Account #:_____________________________
_______________________________	Broker Name: ___________________________
	Contact Name: __________________________
Mail Certificate to (if different than above):	Phone #:  ______________________________
____________________________	Email: _________________________________
____________________________
____________________________

4.           Representations and Covenants:

I hereby represent that (i) I am purchasing all of such Shares for my own account and not for purposes of resale or distribution and (ii) all Shares surrendered for payment of the Exercise Price have been continuously owned by me for at least six (6) months immediately preceding the delivery of such Shares hereunder.  By this exercise, I agree (i) to provide such additional documents as you may require pursuant to the terms of the 2007 Plan, (ii) to provide for the payment by me to you (in the manner designated by you) of (A) my share of any employment taxes that may be due as a result of the exercise of the Option, and (B) any income tax withholding that may be required as a result of any Disqualifying Disposition (as defined below) of the Shares, and (iii) to notify you in writing within fifteen (15) days after the date of any disposition of the Shares issued upon exercise of this Option that occurs within two (2) years after the date of grant of the Option or within one (1) year after the date of issuance of the Shares to me (a “Disqualifying Disposition”).

___________________________________

Name (please print):

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EX-23.02

EXHIBIT 23.02

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated June 15, 2007, relating to the consolidated financial statements of Benihana Inc. and subsidiaries (the "Company") and management's report on the effectiveness of internal control over financial reporting incorporated by reference in the Annual Report on Form 10-K of the Company for the year ended April 1, 2007.

DELOITTE & TOUCHE LLP

Miami, Florida

April 18, 2008