Summary of NATHANS FAMOUS INC

Entry into a Material Definitive Agreement, Termination of a Material Definiti

Item 1.01. Entry into a Material Definitive Agreement.

On June 4, 2008, the Nathan's Famous, Inc., a Delaware corporation (the "Company"), entered into a second amendment (the "Second Amendment") to the Company's existing Third Amended and Restated Rights Agreement, dated as of December 10, 1999, between the Company and American Stock Transfer & Trust Company, as the Rights Agent (as amended to date, the "1999 Rights Agreement"). The Second Amendment amends the 1999 Rights Agreement by accelerating the Final Expiration Date (as defined in the Rights Agreement) to June 4, 2008. The Second Amendment will have the effect of causing the 1999 Rights Agreement and the common stock purchase rights granted thereunder (the "1999 Rights") to terminate at the close of business on June 4, 2008. See Item 1.02 for a description of the material terms of the 1999 Rights Agreement.

In addition, on June 4, 2008, the Board of Directors of the Company declared a dividend distribution of one common share purchase right (a "Right") for each outstanding share of common stock, $.01 par value (the "Common Stock"), of the Company. The distribution is payable on June 5, 2008 to the shareholders of record on June 5, 2008 (the "Record Date"). Each Right entitles the registered holder thereof to purchase from the Company one share of Common Stock, at a price of $30.00 per share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in the Rights Agreement, dated June 4, 2008 (the "2008 Rights Agreement"), between the Company and American Stock Transfer & Trust Company, as Rights Agent (the "Rights Agent").

The Rights will initially be evidenced, with respect to any of the Common Stock certificates outstanding as of June 5, 2008, by such Common Stock certificate with a copy of a Summary of Rights attached thereto. The Rights will initially be transferred with and only with the Common Stock. Separate certificates evidencing the Rights ("Rights Certificates") will be mailed to holders of record as of, and as soon as practicable after the close of business on the earlier to occur of (i) ten days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") acquired, or obtained the right to acquire, beneficial ownership of 15% or more of the outstanding shares of the Common Stock or (ii) ten business days (or such later date as may be determined by action of the Board of Directors prior to such time as any person becomes an Acquiring Person) following the commencement, or announcement of an intention to make a tender offer or exchange offer by a person (other than the Company, any wholly-owned subsidiary of the Company or certain employee benefit plans) which, if consummated, would result in such person becoming an Acquiring Person (the earlier of such dates being called the "Distribution Date").

Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after June 5, 2008 upon transfer or new issuance of the Common Stock will contain a notation incorporating the 2008 Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Stock certificates outstanding as of June 5, 2008, even without a copy of the Summary of Rights attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. No less than one Right may be exercised at any one time by any holder of Rights.

The Rights are not exercisable until the Distribution Date. The Rights will expire on June 5, 2013, unless earlier redeemed or exchanged by the Company as described below (the "Final Expiration Date").

The Purchase Price payable, and the number of shares of the Common Stock or other securities or property issuable upon exercise of the Rights, and the number of Rights outstanding are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Common Stock, (ii) upon the grant to holders of the Common Stock of certain rights or warrants to subscribe for shares of the Common Stock or convertible securities at less than the current market price of the Common Stock, or (iii) upon the distribution to holders of the Common Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid or dividends payable in the Common Stock) or of subscription rights or warrants (other than those referred to above).

In the event that after the Distribution Date the Company were acquired in a merger or other business combination transaction or 50% or more of its assets or earning power were sold, proper provision is to be made so that each holder of a Right, other than Rights that were or are beneficially owned by the Acquiring Person (which will thereafter be void), shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the Purchase Price of the Right.

In the event that at any time any person shall become an Acquiring Person, each . . .

Item 1.02. Termination of a Material Definitive Agreement.

Following is a description of the 1999 Rights Agreement, which was terminated at the close of business on June 4, 2008, due to an amendment to the 1999 Rights Agreement. See Item 1.01 above.

Until the earlier to occur of (i) ten days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") acquired, or obtained the right to acquire, beneficial ownership of 15% or more of the outstanding shares of the Common Stock or (ii) ten business days (or such later date as may be determined by action of the Board of Directors prior to such time as any person becomes an Acquiring Person) following the commencement, or announcement of an intention to make a tender offer or exchange offer by a person (other than the Company, any wholly- owned subsidiary of the Company or certain employee benefit plans) which, if consummated, would result in such person becoming an Acquiring Person (the earlier of such dates being called the "1999 Rights Distribution Date"), the 1999 Rights would have been evidenced, with respect to any of the Common Stock certificates outstanding as of June 20, 1995, by such Common Stock certificate with a copy of a Summary of 1999 Rights attached thereto. The 1999 Rights Agreement provided that, until the 1999 Rights Distribution Date, the 1999 Rights were transferred with and only with the Common Stock. Until the 1999 Rights Distribution Date (or earlier redemption or expiration of the 1999 Rights), new Common Stock certificates issued after June 20, 1995 upon transfer or new issuance of the Common Stock contained a notation incorporating the 1999 Rights Agreement by reference. In certain circumstances, shares of Common Stock issued after the 1999 Rights Distribution Date were accompanied by 1999 Rights. Until the 1999 Rights Distribution Date (or earlier redemption or expiration of the 1999 Rights), the surrender for transfer of any of the Common Stock certificates outstanding as of June 20, 1995, even without a copy of the Summary of 1999 Rights attached thereto, also constituted the transfer of the 1999 Rights associated with the Common Stock represented by such certificate. As soon as practicable following the 1999 Rights Distribution Date, separate certificates evidencing the 1999 Rights ("1999 Right Certificates") were required to be mailed to holders of record of the Common Stock as of the close of business on the 1999 Rights Distribution Date, and such separate 1999 Right Certificates alone would evidence the 1999 Rights. No less than one 1999 Right could be exercised at any one time by any holder of 1999 Rights.

The 1999 Rights were not exercisable until the 1999 Rights Distribution Date. Prior to the Second Amendment, which accelerated the expiration date of the 1999 Rights to June 4, 2008, the 1999 Rights were scheduled to expire on June 19, 2010, unless earlier redeemed by the Company as described below.

The Purchase Price payable, and the number of shares of the Common Stock or other securities or property issuable upon exercise of the 1999 Rights were subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Common Stock, (ii) upon the grant to holders of the Common Stock of certain 1999 Rights or warrants to subscribe for shares of the Common Stock or convertible securities at less than the current market price of the Common Stock, or
(iii) upon the distribution to holders of the Common Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid or dividends payable in the Common Stock) or of subscription rights or warrants (other than those referred to above).

In the event that after the 1999 Rights Distribution Date, the Company were acquired in a merger or other business combination transaction or that 50% or more of its assets or earning power were sold, proper provision was to be made so that each holder of a 1999 Right, other than 1999 Rights that were or are beneficially owned by the Acquiring Person (which will thereafter be void), would thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price of the 1999 Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of twice the purchase price of the 1999 Right ("1999 Right Purchase Price"). At the time of the Second Amendment, the 1999 Right Purchase Price was $4.00. The 1999 Rights were exercisable for that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of the purchase price of the 1999 Right.

In the event that at any time any person should become an Acquiring Person, proper provision was to be made so that each holder of a 1999 Right, other than 1999 Rights that were or are beneficially owned by the Acquiring Person (which would thereafter be void), would thereafter have had the right to receive, upon the exercise thereof at the then current 1999 Right Purchase Price, one share for each 1999 Right, or, if the market price were less than the 1999 Right Purchase Price, that number of shares of the Common Stock which at the time of such transaction would have had a market value of the exercise price of the 1999 Right.

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