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EXHIBIT 10.65
O'CHARLEY'S INC.
2005 EXECUTIVE OFFICERS' CASH INCENTIVE PLAN
1.
PURPOSE OF THE PLAN. The purpose of the Plan is to advance the
interests of the Company and its
shareholders by providing incentives in the
form of cash bonus awards to certain
executives of the Company and its
Subsidiaries. The Plan is intended to
enable the Company to attract and retain
appropriate executive talent and to
motivate such executives to manage and grow
the Company's business and to attain the
performance goals articulated under the
Plan.
2.
DEFINITIONS. The following capitalized terms used in the Plan
have the respective meanings set forth in
this Section:
(a) "AWARD"
means a cash bonus award granted pursuant to the Plan.
(b) "BOARD"
means the Board of Directors of the Company.
(c) "CODE"
means the Internal Revenue Code of 1986, as amended, or
any successor thereto.
(d)
"COMMITTEE" means the Compensation and Human Resources
Committee of the Board, or any successor
thereto or any other committee
designated by the Board to assume the
obligations of the Committee hereunder.
(e) "COMPANY"
means O'Charley's Inc., a Tennessee corporation, and
its Subsidiaries.
(f) "EFFECTIVE
DATE" means the date on which the Plan takes effect
in accordance with Section 13 of the
Plan.
(g) "EXECUTIVE
OFFICER" means those officers defined in Rule 3b-7
promulgated pursuant to the Securities
Exchange Act of 1934.
(h)
"PARTICIPANT" means an Executive Officer of the Company or any
of its Subsidiaries who is selected by the
Committee to participate in the Plan
pursuant to Section 4 of the Plan.
(i)
"PERFORMANCE PERIOD" means the Company's 2005 fiscal year or
any portion thereof designated by the
Committee.
(j) "PLAN"
means the O'Charley's Inc. 2005 Executive Officers'
Cash Incentive Plan.
(k)
"SUBSIDIARY" means a subsidiary corporation, as defined in
Section 424(f) of the Code (or any
successor section thereto).
3.
ADMINISTRATION. The Plan shall be administered by the
Committee. The Committee shall have the
authority to select the Executive
Officers to be granted Awards under
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the Plan, to determine the size and terms
of an Award (subject to the
limitations imposed on Awards in Section 5
below), to modify the terms of any
Award that has been granted, to determine
the time when Awards will be made, the
amount of any payments pursuant to such
Awards, and the Performance Period to
which they relate, to establish performance
objectives in respect of such
Performance Periods and to determine
whether such performance objectives were
attained. The Committee is authorized to
interpret the Plan, to establish, amend
and rescind any rules and regulations
relating to the Plan, and to make any
other determinations that it deems
necessary or desirable for the administration
of the Plan. The Committee may correct any
defect or omission or reconcile any
inconsistency in the Plan in the manner and
to the extent the Committee deems
necessary or desirable. Any decision of the
Committee in the interpretation and
administration of the Plan, as described
herein, shall lie within its sole and
absolute discretion and shall be final,
conclusive and binding on all parties
concerned. Determinations made by the
Committee under the Plan need not be
uniform and may be made selectively among
Participants, whether or not such
Participants are similarly situated. The
Committee shall have the right to
deduct from any payment made under the Plan
any federal, state, local or foreign
income or other taxes required by law to be
withheld with respect to such
payment.
4.
ELIGIBILITY AND PARTICIPATION. The Committee shall determine
the Executive Officers who shall be
Participants for the Performance Period.
5.
AWARDS.
(a)
Performance Goals. Awards under the Plan shall be conditioned
on the attainment of specified corporate,
division (O'Charley's, Ninety-Nine,
Stoney River or Commissary) and/or
individual performance goals. The corporate
goal for each Participant (if applicable)
shall be a specified Company earnings
per share target for 2005 as determined by
the Committee. The division goal for
each Participant (if applicable) shall be a
specified division operating income
target with respect to the specified
division for 2005 as determined by the
Committee. The applicable performance goals
for each Participant shall be
recommended by the Chief Executive Officer
and determined and approved by the
Committee for the Performance Period. With
respect to each corporate and/or
division goal, the Committee shall
establish the threshold, target and superior
levels of performance. After the end of the
Performance Period, the Committee
shall de
