O'Charley's Inc. Summary of Director and Executive Officer Compensation
This document outlines the compensation structure for non-employee directors and the top five executive officers of O'Charley's Inc. Non-employee directors receive annual retainers, meeting fees, additional committee fees, and restricted stock grants that vest over three years. The Chief Executive Officer and four other top executives are provided with specified base salaries, annual cash incentive bonuses based on performance targets, restricted stock awards, a car allowance, and eligibility for deferred compensation and standard employee benefits. Compensation for executives is tied to company and, in some cases, business unit performance.
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| EXHIBIT 10.49 |
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| O'CHARLEY'S INC. (THE "COMPANY") |
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| SUMMARY OF DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION |
| I. | DIRECTOR COMPENSATION. Directors who are employees of the Company do |
not receive additional compensation for serving as directors of the Company. The
following table sets forth current rates of cash compensation for the Company's
non-employee directors.
| Annual Retainer | $15,000 (payable in quarterly installments) |
Fee for attending each Board or
Committee meeting in person
(other than Executive Committee
| meetings) | $3,000 |
Fee for attending each Board or
Committee meeting by telephone
(other than Executive Committee
| meetings) | $500 |
Additional annual fee for each
non-employee member of the Executive
| Committee | $12,000 (payable in quarterly installments) |
Additional annual fee for the Audit
Committee Chair, Compensation and Human
Resources Committee Chair and Nominating
| and Corporate Governance Committee Chair | $4,000 (payable in quarterly installments) |
Each non-employee director receives a grant of 5,625 shares of restricted stock (under the terms of the 2000 Stock Incentive Plan) on the date of his or her initial election or appointment to the Board. These shares vest in three equal, annual installments beginning on the date of the next annual meeting of shareholders following the date of grant. In addition, on the date of each annual meeting of shareholders, each non-employee director who continue as a director following such meeting receives a grant of 3,000 shares of restricted stock (under the terms of the 2000 Stock Incentive Plan). The shares vest in three equal, annual installments beginning on the date of the next annual meeting of shareholders following the date of grant.
| II. | NAMED EXECUTIVE OFFICER COMPENSATION. The following table sets forth |
the current base salaries provided to the Company's Chief Executive Officer and
four most highly compensated executive officers.
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| EXECUTIVE OFFICER | CURRENT SALARY |
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| ----------------- | -------------- |
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| Gregory L. Burns | $625,000 |
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| Jeffrey D. Warne | $425,000 |
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| Lawrence E. Hyatt | $395,500 |
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| Randall C. Harris | $362,500 |
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| John R. Grady | $340,000 |
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| The Company's Chief Executive Officer and four most highly compensated |
executive officers are also eligible to receive cash incentive bonuses for
fiscal 2007 performance. The bonus payable to each such officer (as a percentage
of such officer's base salary) at threshold, target and superior levels of
performance is as follows:
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| EXECUTIVE OFFICER | THRESHOLD | TARGET | SUPERIOR |
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| ----------------- | --------- | ------ | -------- |
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| Gregory L. Burns | 45% | 90% | 180% |
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| Jeffrey D. Warne | 35% | 70% | 140% |
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| Lawrence E. Hyatt | 34% | 67% | 134% |
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| Randall C. Harris | 30% | 60% | 120% |
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| John R. Grady | 30% | 60% | 120% |
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| For Messrs. Burns, Hyatt and Harris, the performance targets are based |
entirely on attaining specified levels of corporate operating income. For
Messrs. Warne and Grady, the performance targets are based 40% on attaining
specified levels of corporate operating income and 60% on attaining specified
levels of concept operating income (O'Charley's and Ninety Nine, respectively).
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| In addition to their base salaries and bonus potential, the Company's |
Chief Executive Officer and four most highly compensated executive officers are
also eligible to:
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| - | participate in the Company's long-term incentive program, |
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| which currently involves the award of restricted stock pursuant |
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| to the Company's 2000 Stock Incentive Plan; |
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| - | receive a $25,000 per year car allowance; |
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| - | participate in the Company's Deferred Compensation Plan; and |
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| - | participate in the Company's broad-based benefit programs |
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| generally available to its salaried employees, including |
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| health, disability and life insurance programs. |
