50 of the Top 250 law firms use our Products every day
<PAGE>
EXHIBIT 10.65
[O'CHARLEY'S LOGO]
August 25, 2005
Mr. Randall C. Harris
Dear Randy:
It is my pleasure to make you this offer of employment for the
position of Chief
Human Resource Officer, of O'Charley's Inc., to be effective
October 3, 2005.
You have made an extremely positive impression on everyone you have
met and we
are confident you can make a significant contribution to our future
success.
This letter summarizes our offer of employment subject to the
Compensation and
Human Resources Committee of the Board's approval of the terms of
your
employment. Subject to your agreement to the following, we would
expect to have
such approval promptly.
The major parts of our offer include:
o
Annual Base Salary: $325,000
o
2005 Annual Incentive Bonus: Our Compensation and Human
Resources Committee meets annually to establish corporate and
individual goals for
bonus compensation. Typically, for senior
executives, targeted levels of earnings per share are
established at that meeting and bonus is calculated based on
your achieving individual goals and the Company achieving
targeted levels of earnings.
The Target level bonus for this position is 60% of Base
Salary. Threshold and Superior levels are 30% and 120%
respectively. You will be entitled to a prorated bonus at no
less than the Target level for 2005. Annualized bonus levels
are as follows:
<Table>
<Caption>
Threshold
Target
Superior
---------
--------
--------
<S>
<C>
<C>
$97,500
$195,000
$390,000
</Table>
|
