EXHIBIT 10.2
FIRST AMENDMENT
TO
EMPLOYMENT AGREEMENT
This
First Amendment to Employment Agreement (“First
Amendment”) is entered into as of December 6, 2005 by and
between The Cheesecake Factory Incorporated, a Delaware corporation
(the “Company”) and David M. Overton (the
“Employee”).
WHEREAS,
the Company and the Employee have previously entered into an
Employment Agreement as of December 31, 2003 (the “Employment
Agreement”);
WHEREAS,
the Company and Employee each desire to amend the Employment
Agreement.
NOW,
THEREFORE, in consideration of the mutual covenants and agreements
herein contained and intending to be legally bound hereby, the
Company and the Employee agree as follows:
1.
Section 14 of the Employment Agreement is amended by deleting
paragraph (e) in its entirety and by substituting the following new
paragraph (e) in lieu thereof:
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(e)
In the event that the Employee’s employment is terminated
other than by reason of death or because the Employee has become
“disabled” as defined in Section 409A(a)(2)(C) of the
Code, the Company shall make all cash payments to which the
Employee is entitled hereunder within one (1) business day
following the date that is six (6) months after the Date of
Termination of the Employee’s employment. In the event
that the Employee’s employment is terminated by reason of the
Employee’s death or because the Employee has become disabled
as defined in Section 409A(a)(2)(C) of the Code, the Company shall
make all cash payments to which the Employee is entitled hereunder
within thirty (30) days following the Date of Termination, provided
that the Company may defer payment in the case of the
Employee’s death until the Employee’s executor or
personal representative has been appointed and qualified pursuant
to the laws in effect in the Employee’s jurisdiction of
residence at the time of the Employee’s death.
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2. Section
15 of the Employment Agreement is amended by deleting it in its
entirety and by substituting the following new Section 15 in lieu
thereof:
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15.
Consulting Services .
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(a) If
the Employee’s full-time employment by the Company pursuant
to this Agreement is terminated for any reason, except for
termination by reason of death, Permanent Disability, for Cause, or
by voluntary resignation by the Employee and Section 14(b) is
inapplicable, the Employee may elect to provi
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