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EXHIBIT 10.69
[O'CHARLEY'S LOGO]
January 20, 2006
Mr. Jeff D. Warne
829 King's Canyon Court
Coppell, TX 75019
Dear Jeff,
It is my pleasure to confirm our offer of employment for the
position of
President, O'Charley's Concept, reporting directly to Greg Burns.
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
you
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: $400,000
o
2006 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 operating income 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 70% of Base
Salary. Threshold and Superior levels are 35% and 140%
respectively. Annualized bonus levels are as follows:
<Table>
<Caption>
Threshold
Target
Superior
---------
------
--------
<S>
<C>
<C>
$140,000
$280,000
$560,000
</Table>
Your bonus for 2006 will be guaranteed at Threshold for 2006
for the portion of the year worked.
o
Long-term incen
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