| ITEM 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS;
COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS |
Employment Agreement with David Overton
On April 5, 2023, the Board of Directors (the
“Board”) of The Cheesecake Factory Incorporated (the “Company”) and David Overton, the Company’s Chairman
of the Board and Chief Executive Officer, entered into an amended and restated employment agreement (the “Amended Employment Agreement”),
effective April 5, 2023, which amends and restates in its entirety Mr. Overton’s prior employment agreement with the Company, dated
April 1, 2017, as previously amended on February 15, 2018 (the “Prior Employment Agreement”).
The Amended Employment Agreement provides for
an initial one year term that commences on April 5, 2023, with automatic one year extensions thereafter unless either the Company or Mr.
Overton provides at least 90 days advance notice not to extend the term of the agreement (in which case Mr. Overton’s employment
with the Company will continue on an at will basis and be terminable by either him or the Company at any time).
Under the Amended Employment Agreement, if the
Company terminates Mr. Overton’s employment without “cause” or Mr. Overton resigns due to a “constructive termination”
(each as defined in the Amended Employment Agreement), then, subject to Mr. Overton’s execution and non-revocation of a general
release of claims and continued compliance with restrictive covenants, Mr. Overton will be entitled to (i) continued payment of his then-current
annual base salary for a period of 24 months following the termination date (the “continuation period”), (ii) during the continuation
period, a Company provided car comparable to the car provided to Mr. Overton prior to his termination, (iii) a pro-rated annual bonus
based on the length of Mr. Overton’s service during such year prior to the termination date and actual achievement of performance
goals, (iv) Company paid health and welfare benefits during the continuation period, and (v) vesting of all installments of outstanding
equity awards that are scheduled to vest within 24 months following Mr. Overton’s termination date, provided that any
performance-vesting awards will continue to be subject to the achievement of the underlying performance goals.
The Amended Employment Agreement also provides
that Mr. Overton’s noncompetition covenants will apply during the term of the Amended Employment Agreement (rather than during and
for two years following the term under the Prior Employment Agreement).
All other material terms of the Amended Employment
Agreement remain substantially unchanged from the Prior Employment Agreement.
The foregoing description of the Amended Agreement
is qualified in its entirety by reference to the full text of the Amended Employment Agreement, which will be filed as an exhibit to the
Company’s Quarterly Report on Form 10-Q for the quarterly period ending July 4, 2023.
Change in Principal Accounting Officer
Also on April 5, 2023, at a regularly scheduled
meeting of the Company’s Board of Directors and concurrent with the transition of the current Principal Accounting Officer, Cheryl
Slomann, to the role of Senior Vice President, Finance and Compliance of the Company, Ashley Hanscom, age 45, was appointed as the Company’s
Principal Accounting Officer, effective April 5, 2023. Ms. Hanscom has served as the Company’s Vice President and Assistant
Controller since February 2018, and in her new role she will serve as the Company’s Vice President, Principal Accounting Officer,
and Controller.
Ms. Hanscom has not entered into a written
employment agreement with the Company. Her compensation includes an annual base salary of $320,000. In addition, she is eligible
to receive bonuses under the Company’s Annual Performance Incentive Plan, to receive equity-based awards under the Company’s
stock incentive plans, and to participate in the Company’s other insurance and employee benefit plans.