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EXHIBIT 10.66
October 3, 2005
O'Charley's Inc.
3038 Sidco Drive
Nashville, Tennessee 37204
Ladies and Gentlemen:
In consideration of my employment as Chief Human Resources Officer
for
O'Charley's Inc. effective October 3, 2005 and the benefits I
derive from
Paragraph J hereof (but without thereby creating any fixed or
contractual
employment term, understanding that my employment can be
terminated, with or
without cause and with or without notice, at any time at the option
of either
the Company or me), I hereby agree with the Company (for purposes
of this letter
agreement, the "Company" shall mean O'Charley's Inc. or any of its
present or
future direct or indirect parents or subsidiaries or affiliated
entities by
which I am employed or on behalf of which I provide service(s)) as
follows:
A.
During the term of my employment I will not compete, directly
or indirectly, with the Company. In accordance with this
restriction, but
without limiting its terms, I will not:
(a) enter into
or engage in any business which competes
with the business of the Company; or
(b) promote or
assist, financially or otherwise, any
person, firm, association or corporation or any other entity
engaged in
any business which competes with the business of the Company.
B. For
a period of twelve (12) months following termination of my
employment with the Company, I will not enter into or engage in any
business
that competes with the Company's business.
C. For
a period of twelve (12) months following termination of my
employment with the Company, I will not promote or assist
financially or
otherwise, any person, firm, association, partnership, corporation,
or any other
entity engaged in any business which competes with the Company's
business.
D. For
the purposes of Paragraphs A through C, inclusive, I
understand that I will be competing if I engage in any or all of
the activities
set forth therein directly as an individual on my own account, or
indirectly as
a partner, joint venturer, employee, agent, consultant, officer
and/or director
of any firm, association, corporation, or other entity, or as a
stockholder of
any corporation in which I own, directly or indirectly,
individually or in the
aggregate, more than one percent (1%) of the outstanding stock.
E. For
the purposes of Paragraphs A through C, inclusive, the
Company's business is defined as owning, operating and/or
franchising
restaurants in the casual dining segment of the
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O'Charley's Inc.
October 3, 2005
Page 2
restaurant industry and such other segments of the restaurant
industry in which
the Company shall own, operate or franchise restaurants as of the
date of
termination of my employment with the Company.
F. I
understand that the activities set forth in Paragraphs B
through C, inclusive, shall be prohibited only within the United
States.
G. If
it shall be judicially determined that I have violated any
of my obligations under Paragraphs B through C, inclusive, then the
period
applicable to the obligation which I shall have been determined to
have violated
shall automatically be extended by a period of time equal in length
to the
period during which said violation(s) occurred.
H. I
also agree that I will not directly or indirectly at any
time solicit or induce or attempt to solicit or induce any
employee(s) (at the
level of director or above) of the Company or any of its parent,
subsidiary or
affiliate entities to terminate their employment with the Company
or such
entity.
I.
During the period of my employment and at any time thereafter,
I will not disclose, furnish, disseminate, make available or,
except in the
ordinary course of performing my duties on behalf of the Company,
use any trade
secrets or confidential business and technical information of the
Company, or
its parent, subsidiaries or affiliated entities without limitation
as to when it
was acquired by me or whether it was compiled or obtained by, or
furnished to me
while I was employed by the Company. Such trade secrets and
confidential
business and technical information are considered to include,
without
limitation, development plans, financial statistics, research data,
or any other
statistics and plans contained in monthly and annual review books,
profit plans,
capital plans, critical issues plans, strategic plans, or
marketing, real
estate, human resources, or store operations plans. I specifically
acknowledge
that all such information, whether reduced to writing or maintained
in my mind
or memory and whether compiled by the Company and/or me derives
independent
economic value from not being readily known to or ascertainable by
proper means
by others who can obtain economic value from its disclosure or use,
that
reasonable efforts have been put forth by the Company to maintain
the secrecy of
such information, that such information is and will remain the sole
property of
the Company and that any retention and use of such information
during or after
the termination of my relationship with the Company (except in the
course of
performing my duties) shall constitute a misappropriation of the
Company's trade
secrets.
The above restrictions on disclosure and use of confidential
information shall not prevent me from: (i) using or disclosing
information in
the good faith performance of my duties on behalf of the Company;
(ii) using or
disclosing information to another employee to whom disclosure is
required to
perform in good faith the duties of either of us on behalf of the
Company; (iii)
using or disclosing information to another person or entity bound
by a duty or
an agreement of confidentiality as part of the performance in good
faith of my
duties on behalf of the Company or as authorized in writing by the
Company; (iv)
at any time after the period of my employment using or disclosing
information to
the extent such information is, through no fault or disclosure of
my own,
generally known to the public; (v) using or disclosing information
which
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O'Charley's Inc.
October 3, 2005
Page 3
was not disclosed to me by the Company or otherwise during the
period of my
employment which is then disclosed to me after termination of my
employment with
the Company by a third party who is under no duty or obligation not
to disclose
such information; or (vi) disclosing information as required by
law. If I become
legally compelled to disclose any of the confidential information,
I shall (i)
provide the Company with reasonable prior written notice of the
need for such
disclosure such that the Company may obtain a protective order;
(ii) if
disclosure is required, furnish only that portion of the
confidential
information which, in the written opinion of my counsel delivered
to the
Company, is legally required; and (iii) exercise reasonable
