SEVERANCE COMPENSATION AGREEMENT

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                                                                   EXHIBIT 10.70


         SEVERANCE COMPENSATION AGREEMENT dated as of January 22, 2006, between
O'Charley's Inc., a Tennessee corporation (the "Company"), and Jeff D. Warne
(the "Executive").

         The Company's Board of Directors has determined that it is appropriate
to reinforce and encourage the continued attention and dedication of certain
members of the Company's senior management, including the Executive, to their
assigned duties without distraction in potentially disturbing circumstances
arising from the possibility of a change in control of the Company.

         This Agreement sets forth the severance compensation which the Company
agrees it will pay to the Executive if the Executive's employment with the
Company terminates under one of the circumstances described herein following a
Change In Control of the Company (as defined herein).

         1. TERM. This Agreement shall become effective upon the commencement of
Executive's employment with the Company. This Agreement shall terminate, except
to the extent that any obligation of the Company hereunder remains unpaid as of
such time, upon the earliest of (i) three years from the date hereof if a Change
in Control of the Company has not occurred prior to such date; (ii) the
termination of the Executive's employment with the Company based on death,
Disability (as defined in Section 3(b)), Retirement (as defined in Section 3(c))
or Cause (as defined in Section 3(d)) or by the Executive other than for Good
Reason (as defined in Section 3(e)); and (iii) eighteen months from the date of
a Change in Control of the Company.

         2. CHANGE IN CONTROL. No compensation shall be payable under this
Agreement unless and until (a) there shall have been a Change in Control of the
Company while the Executive is still an employee of the Company and (b) the
Executive's employment by the Company thereafter shall have been terminated in
accordance with Section 3. For purposes of this Agreement, a Change in Control
means the happening of any of the following:

                  (i) any person or entity, including a "group" as defined in
         Section 13(d)(3) of the Securities Exchange Act of 1934, other than the
         Company, a wholly-owned subsidiary thereof, any employee benefit plan
         of the Company or any of its Subsidiaries becomes the beneficial owner
         of the Company's securities having 30% or more of the combined voting
         power of the then outstanding securities of the Company that may be
         cast for the election of directors of the Company (other than as a
         result of an issuance of securities initiated by the Company in the
         ordinary course of business); or

                  (ii) as the result of, or in connection with, any cash tender
         or exchange offer, merger or other business combination, sale of assets
         or contested election, or any combination of the foregoing
         transactions, less than a majority of the combined voting power of the
         then outstanding securities of the Company or any successor corporation
         or entity entitled to vote generally in the election of the directors
         of the Company or such other corporation or entity after such
          transaction are held in the aggregate by the holders of the Company's
         securities entitled to vote generally in the election of directors of
         the Company immediately prior to such transaction; or


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                  (iii) during any period of two consecutive years, individuals
         who at the beginning of any such period constitute the Board cease for
         any reason to constitute at least a majority thereof, unless the
         election, or the nomination for election by the Company's shareholders,
         of each director of the Company first elected during such period was
         approved by a vote of at least two-thirds of the directors of the
         Company then still in office who were directors of the Company at the
         beginning of any such period.

         3. TERMINATION FOLLOWING CHANGE IN CONTROL. (a) If a Change in Control
of the Company shall have occurred while the Executive is still an employee of
the Company, the Executive shall be entitled to the compensation provided in
Section 4 upon the subsequent termination of the Executive's employment with the
Company by the Executive or by the Company within eighteen months of the Change
in Control of the Company unless such termination is as a result of (i) the
Executive's death; (ii) the Executive's Disability (as defined in Section (3)(b)
below); (iii) the Executive's Retirement (as defined in Section 3(c) below);
(iv) the Executive's termination by the Company for Cause (as defined in Section
3(d) below); or (v) the Executive's decision to terminate employment other than
for Good Reason (as defined in Section 3(e) below).

                  (b) DISABILITY. If, as a result of the Executive's incapacity
due to physical or mental illness, the Executive shall have been absent from his
duties with the Company on a full-time basis for six months and within 30 days
after written notice of termination is thereafter given by the Company the
Executive shall not have returned to the full-time performance of the
Executive's duties, the Company may terminate this Agreement for "Disability."

                  (c) RETIREMENT. The term "Retirement" as used in this
Agreement shall mean termination by the Company or the Executive of the
Executive's employment based on the Executive's having reached age 65 or such
other age as shall have been fixed in any arrangement established with the
Executive's consent with respect to the Executive.

                  (d) CAUSE. The Company may terminate the Executive's
employment for Cause. For purposes of this Agreement only, the Company shall
have "Cause" to terminate the Executive's employment hereunder only on the basis
of fraud, misappropriation or embezzlement on the part of the Executive.
Notwithstanding the foregoing, the Executive shall not be deemed to have been
terminated for Cause unless and until there shall have been delivered to the
Executive a copy of a resolution duly adopted by the affirmative vote of not
less than three-quarters of the membership of the Company's Board of Directors
(excluding the Executive if the Executive is then a member of the Board of
Directors) at a meeting of the Board called and held for the purpose (after
reasonable notice to the Executive and an opportunity for the Executive,
together with the Executive's counsel, to be heard before the Board), finding
that in the good faith opinion of the Board the Executive was guilty of conduct
set forth in the second sentence of this Section 3(d) and specifying the
particulars thereof in detail.

                   (e) GOOD REASON. The Executive may terminate the Executive's
employment for Good Reason at any time during the term of this Agreement. For
purposes of this Agreement

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"Good Reason" shall mean any of the following (without the Executive's express
written consent):

                  (i) the assignment to the Executive by the Company of duties
         inconsistent with the Executive's position, duties, responsibilities
         and status with the Company immediately prior to a Change in Control of
         the Company, or a change in the Executive's titles or offices as in
         effect immediately prior to a Change in Control of the Company, or any
         removal of the Executive from or any failure to reelect the Executive