EXHIBIT 10.17


 


AMENDED FORM OF NOTICE OF GRANT OF STOCK OPTION AND/OR RESTRICTED
SHARE 

AWARD


 


The Cheesecake Factory
Incorporated

Year 2001 Omnibus Stock Incentive Plan


 


NOTICE AND AGREEMENT OF
GRANT OF STOCK OPTION

AND/OR RESTRICTED SHARE AWARD


 


Notice is hereby given of the following option grant
to purchase shares and/or award of restricted shares of the Common Stock, $.01
par value per share, of The Cheesecake Factory Incorporated, Delaware
corporation pursuant to the Year 2001 Omnibus Stock Incentive Plan, amended and
restated April 5, 2004, as further amended July 23, 2008 (“Plan”).  In consideration of the promises and of the
mutual agreements contained in this Notice and Agreement of Grant of Stock
Option and/or Restricted Share Award (“Agreement”), the parties hereto agree as
follows:


 


Section 1.  Definitions.  As used in this Agreement, the following
terms shall have the following respective meanings:


 


	
  Code

  	
  The
  Internal Revenue Code of 1986, as amended.

  
	
  Company

  	
  The
  Cheesecake Factory Incorporated, a Delaware corporation.

  
	
  Grant
  Date

  	
                  ,
  200    

  
	
  Grantee

  	
   

  
	
  Holdback
  Shares

  	
  Shares
  of common stock issued upon exercise of the Option granted pursuant to the
  Plan and this Agreement equal to 33% of the shares received upon exercise of
  this Option, net of the tax effects of such exercise to the Grantee.

  
	
  No. of
  Restricted Shares Awarded

  	
   

  
	
  No. of
  Non-Statutory

  	
   

  
	
  Option
  Shares Granted

  	
   

  
	
  Option

  	
  The
  option to purchase shares of the Company’s Common Stock granted to Grantee
  pursuant to the Plan and this Agreement. The Option is not intended to
  constitute an “incentive stock option” as that term is used in Code
  section 422.

  
	
  Option
  Exercise Price

  	
  $              per share

  
	
  Option
  Expiration Date

  	
                  ,
  201    

  
	
  QDRO

  	
  A
  domestic relations order as defined in Code section 414(p)(1)(B).

  
	
  Restricted
  Shares

  	
  The
  shares of the Company’s Common Stock awarded to Grantee pursuant to the Plan
  and this Agreement.

  
	
  Option
  Vesting Date

  	
                  ,
  20    , as to
                      
  Option Shares

  
	
   

  	
                  ,
  20    , as to
                      
  Option Shares

  
	
   

  	
                  ,
  20    , as to
                      
  Option Shares

  
	
   

  	
                  ,
  20    , as to
                      
  Option Shares

  
	
   

  	
                  ,
  20    , as to
                      
  Option Shares

  
	
  Restricted
  Shares

  	
                  ,
  20    , as to
                      
  Restricted Shares

  
	
  Vesting
  Date

  	
                  ,
  20    , as to
                      
  Restricted Shares

  
	
   

  	
                  ,
  20    , as to
                      
  Restricted Shares

  
	
   

  	
                  ,
  20    , as to
                      
  Restricted Shares

  
	
   

  	
                  ,
  20    , as to
                      
  Restricted Shares

  



 


Section 2.  Designation of Award.  Subject to the terms and conditions of the
Plan and this Agreement, the Company grants to Grantee the Option to purchase
the number of Option Shares shown above and/or grants to Grantee the number of
Restricted Shares shown above.


 


1

















 


Section 3.  Interpretation.  Capitalized terms used in this Agreement and
not otherwise defined shall have the meanings ascribed thereto in the
Plan.  The terms and provisions of the
Plan are hereby incorporated into this Agreement as if set forth herein in
their entirety.  Grantee hereby agrees to
be bound by the terms of the Plan and this Agreement and acknowledges that the
Option is and/or Restricted Shares are granted subject to and in accordance
with the Plan and this Agreement.  In the
event of a conflict between any provision of this Agreement and the Plan, the
provisions of the Plan shall control.  By
execution below, Grantee acknowledges receipt of a copy of the Year 2001
Omnibus Stock Plan Summary and Prospectus. A copy of the Plan is available,
without charge, upon request.


 


Section 4.  Termination of Option.  The term of the Option shall commence on the
Grant Date and expire on the earlier of (a) the Date of Expiration set
forth above, (b) the eight-year anniversary of the date on which the
Option is granted; or (c) if Grantee’s employment is terminated, and such
termination of employment occurs by reason of (i) death or Disability (as
defined in the Plan), the one-year anniversary of such termination of
employment; (ii) Retirement (as defined in the Plan), the third-year
anniversary of such date of Retirement (other than in the case of an Incentive
Stock Option); or  (iii) other than
Retirement, death or Disability, or Cause (as defined in the Plan), the 90-day
anniversary of such termination of employment. 
Notwithstanding the above, if Grantee’s termination of employment occurs
by reason of Cause neither the Grantee nor the Grantee’s estate nor such other
person who may then hold the Option shall be entitled to exercise such Option
on or after the date of termination of employment.


 


Section 5.  Restricted Shares and Forfeiture.  The unvested portion of the Restricted Shares
is subject to forfeiture.  Except as
provided in this Agreement, in order to vest in and not forfeit the Restricted
Shares, the Grantee must remain employed by the Company or one of its
affiliates until the Restricted Shares Vesting Date (as such date may be
accelerated pursuant to Section 6(f) below) and until the Restricted
Shares Vesting Date the Grantee may not transfer (as defined in Section 7)
any unvested Restricted Shares (“Restrictions”).


 


Section 6.  Vesting Date; Lapse of Restrictions.


 


Except
as otherwise provided in the Plan or this Agreement, the Option Vesting Date
and/or the Restricted Shares Vesting Date shall occur as follows:


 


(a)                                  The
Option, or portion thereof, shall be exercisable on an applicable Option
Vesting Date (as such date may be accelerated pursuant to Section 6(f) below)
provided: the Grantee is an employee of
the Company in good standing on the applicable Vesting Date.


 


(b)                                 The
Restrictions on Restricted Shares shall lapse on the Restricted Shares Vesting
Date provided, however, except as provided in Section 6(f) in no
event shall the Restrictions on Restricted Shares lapse prior to three (3) years
from the Grant Date.


 


(c)                                  The
sale of shares received from the exercise of the Option may at the Company’s
discretion be delayed from the date notice of exercise and sale is delivered to
the Company in order to restrict sale of the shares received from the exercise
of an Option during any period in which trading in the Company’s securities is
restricted under the Company’s Special Trading Policy and Procedures or
otherwise as required under applicable securities’ laws.


 


(d)                                 The
sale of shares received from the exercise of an Option may at the Company’s
discretion be delayed from the date notice of exercise and sale is delivered to
the Company if in the Company’s judgment trading market conditions would be
adversely impacted by the exercise and sale of such shares.  The Company may also at its discretion place
any reasonable restrictions or conditions on the sale of shares received upon
exercise of the Option as it believes would be in the best interests of the
trading market for the Company’s securities.


 


(e)                                  Notwithstanding
anything to the contrary in this Agreement, the Option shall not be exercisable
after the Option Expiration Date.


 


(f)                                    The
Option shall become exercisable and fully vested with respect to all Option
Shares granted hereunder and the Restrictions on the Restricted Shares awarded
hereunder shall lapse and the Restricted Shares 


 


2

















 


shall become fully vested
upon the date of a Change in Control (as defined in the Plan), if the Change in
Control occurs prior to the Grantee’s termination of employment, subject to and
in accordance with Article X of the Plan.


 


The
provisions of this Section 6 are subject to the specific terms of the
Grantee’s employment agreement, if any, with the Company that provides for the
acceleration of Options or Restricted Shares upon the occurrence of specified
events.  In the event the conditions
under an employment agreement between the Grantee and the Company occur for the
acceleration of Options or Restricted Shares, then notwithstanding anything to
the contrary in this Agreement, the vesting of Options or Restricted Shares
granted under this Agreement shall be accelerated to the earlier of the date
specified in this Agreement or the date specified under the employment
agreement, but, except as provided in Section 6(f) in no event shall
acceleration of any Restricted Shares result in the lapse of the Restrictions
prior to three (3) years from the Grant Date.


 


Section 7.  Restrictions on Transfer.


 


(a)                                  The
Option may not be sold, assigned, transferred, pledged, hypothecated or
otherwise disposed of, alienated or encumbered (collectively, a “Transfer”) in
any way by Grantee, either voluntarily or involuntarily, and may be exercised
during the lifetime of Grantee only by Grantee, or in the event of Grantee’s
legal incapacity, by Grantee’s guardian or legal representative acting in a
fiduciary capacity on behalf of Grantee under state law.  If Grantee dies, the Option shall thereafter
be exercisable as provided above and in the Plan.  The Option shall not be subject to execution,
attachment or similar process other than pursuant to a QDRO.


 


(b)                                 Prior
to the time that the Restrictions have lapsed with respect to Restricted
Shares, neither the Restricted Shares, nor any interest therein, or amount
payable in respect thereof may be Transferred in any way, either voluntarily or
involuntarily.  The Transfer restrictions
in the preceding sentence shall not apply to: (i) transfers to the
Company; (ii) transfers by will or the laws of descent and distribution;
or (iii) transfers pursuant to a QDRO. 
Upon and after the time any Restrictions shall have lapsed, Grantee
shall be permitted to transfer the shares as to which the Restrictions have
lapsed subject to applicable securities law requirements, the Company’s Special
Trading Policy and Procedures, and any other applicable laws or regulations.


 


(c)                                  Holdback
Shares, nor any interest therein, or amount payable in respect thereof may not
be Transferred in any way, either voluntary or involuntary, before the earlier
of (i) nine (9) months from the date of exercise of the Option for
which such shares were issued, or (ii) the Grantee’s termination of
employment as an officer appointed by the Board of Directors or as a member of
the Board of Directors of the Company (whichever shall occur later) for any
reason including death, Disability, illness, resignation, Retirement, or other
reason (“Holdback Period”).  Grantee
shall be entitled to dividends and any voting rights with respect to Holdback
Shares even though the Holdback Period has not lapsed.


 


(d)                                 If
the Board of Directors makes any adjustment pursuant to Section 7.2(c) of
the Plan and the Holdback Period has not lapsed as to the Holdback Shares prior
to such adjustment, the remaining time period of Holdback Period shall be
applicable to any additional shares resulting from such adjustment.


 


(e)                                  Any
attempted Transfer of the Option or Restricted Shares or Holdback Shares
contrary to the provisions hereof, and the levy of any execution, attachment or
similar process upon the Option or Restricted Shares or Holdback Shares, except
pursuant to a QDRO, shall be null and void and without effect.


 


Section 8.  Stock Certificates For Restricted Shares.


 


(a)                                  If
Restricted Shares are awarded under this Agreement, the Company shall issue the
shares of Restricted Shares subject to this grant either: (i) in
certificate form as provided in Section 8 below; or (ii) in book
entry form, registered in the name of Grantee with notations regarding the
applicable restrictions on transfer imposed under this Agreement.


 


Any
certificates representing shares of Restricted Shares that may be delivered to
Grantee by the Company prior to the lapse of the Restrictions shall be
redelivered to the Company to be held by the Company until the Restrictions on
such shares shall have lapsed and the shares shall thereby have become
transferable or the shares represented thereby have been forfeited
hereunder.  Such certificates shall bear
the following legend:


 


3

















 


“The ownership of this certificate and the shares
of stock evidenced hereby and any interest therein is subject to substantial
restrictions on transfer under an Agreement entered into between the registered
owner and The Cheesecake Factory Incorporated. 
A copy of such Agreement is on file in the office of the Secretary of
The Cheesecake Factory Incorporated.”


 


(b)                                 Promptly
after the lapse of the Restrictions with respect to any of the Restricted
Shares, the Company shall, as applicable, either remove the notations on any of
the Restricted Shares issued in book entry form as to which the Restrictions
have lapsed or deliver to Grantee a certificate or certificates evidencing the
number of Restricted Shares as to which the Restrictions have lapsed.  Grantee (or the beneficiary or personal
representative of Grantee in the event of Grantee’s death or Disability, as the
case may be) shall deliver to the Company any representations or other
documents or assurances required in accordance with the Plan.  The shares so delivered shall no longer be
Restricted Shares.


 


(c)                                  If
Restricted Shares are awarded under this Agreement, concurrently with the
execution and delivery of this Agreement, Grantee shall deliver to the Company
an executed stock power in the form attached hereto as Exhibit A, in
blank, with respect to such shares. 
Grantee, by acceptance of the grant of Restricted Shares, shall be
deemed to appoint, and does so appoint by execution of this Agreement, the
Company and each of its authorized representatives as Grantee’s attorney(s) in
fact to effect any transfer of forfeited shares (or shares otherwise reacquired
or withheld by the Company hereunder) to the Company as may be required
pursuant to the Plan or this Agreement and to execute such documents as the
Company or such representatives deem necessary or advisable in connection with
any such transfer.


 


Section 9.  Stock Certificates For Holdback Shares.


 


(a)                                  If
Holdback Shares are issued under this Agreement, the Company shall issue the
shares of Holdback Shares either: (i) in certificate form as provided
below; or (ii) in book entry form, registered in the name of Grantee with
notations regarding the applicable restrictions on transfer imposed under this
Agreement.


 


Any
certificates representing shares of Holdback Shares that may be issued to
Grantee by the Company prior to the lapse of the Holdback Period shall be
redelivered to the Company to be held by the Company until the Holdback Period
on such shares shall have lapsed and the shares shall thereby have become transferable.  Such certificates shall bear the following
legend:


 


“The ownership of this certificate and the shares
of stock evidenced hereby and any interest therein is subject to substantial
restrictions on transfer under an Agreement entered into between the registered
owner and The Cheesecake Factory Incorporated. 
A copy of such Agreement is on file in the office of the Secretary of
The Cheesecake Factory Incorporated.”


 


(b)                                 Promptly
after the lapse of the Holdback Period with respect to any of the Holdback Shares,
the Company shall, as applicable, either remove the notations on any of the
Holdback Shares issued in book entry form as to which the Holdback Period have
lapsed or deliver to Grantee a certificate or certificates evidencing the
number of Holdback Shares as to which the Holdback Period have lapsed.  Grantee (or the beneficiary or personal
representative of Grantee in the event of Grantee’s death or Disability, as the
case may be) shall deliver to the Company any representations or other
documents or assurances required in accordance with the Plan.  The shares so delivered shall no longer be
Holdback Shares.


 


Section 10.  Dividend and Voting Rights For Restricted
Shares.  After the Date of Grant,
Grantee shall be entitled to voting rights with respect to the Restricted
Shares even though the Restrictions have not lapsed, provided that such rights
shall terminate immediately as to any Restricted Shares that are forfeited
pursuant to this Agreement.  Grantee
shall not be entitled to dividends until the Restrictions have lapsed.  If the Board of Directors makes any
adjustment pursuant to Section 7.2(c) of the Plan and the
Restrictions have not lapsed as to the Restricted Shares prior to such
adjustment, the Restrictions and forfeiture provisions of this Agreement shall
be applicable to any additional shares resulting from such adjustment to the
same extent as the Restrictions and forfeiture provisions of this Agreement and
forfeiture provisions of this Agreement applicable to the Restricted Shares to
which the additional shares relate.


 


4

















 


Section 11.  Tax Withholding.  The Company in its discretion shall be
entitled to require a cash payment by or on behalf of Grantee and/or deduct
from other compensation payable to Grantee any sums required by federal, state,
local or foreign tax law or regulation to be withheld with respect to the
lapsing of any Restrictions.  If Grantee
makes the election permitted by Section 83(b) of the Code to include
in such Grantee’s gross income in the year of transfer the amounts specified in
Section 83(b) of the Code, then Grantee shall notify the Company of
such election within 10 days after filing the notice of the election with the
Internal Revenue Service.


 


Section 12.  Notices.  All notices, claims, certificates, requests,
demands and other communications hereunder shall be in writing and shall be
deemed to have been duly given and delivered if personally delivered or if sent
by nationally-recognized overnight courier, by telecopy, or by registered or
certified mail, return receipt requested and postage prepaid, addressed as
follows:


 


	
  (a)

  	
  if to the Company, to it at:

  
	
   

  	
   

  
	
   

  	
  The Cheesecake Factory Incorporated

  
	
   

  	
  26901 Malibu Hills Road

  
	
   

  	
  Calabasas Hills, California 91301

  
	
   

  	
  Attention: General Counsel

  
	
   

  	
   

  
	
   

  	
  If to the Company, to exercise an Option:

  
	
   

  	
   

  
	
   

  	
  The Cheesecake Factory Incorporated

  
	
   

  	
  26901 Malibu Hills Road

  
	
   

  	
  Calabasas Hills, California 91301

  
	
   

  	
  Attn: Stock Option Administrator

  
	
   

  	
   

  
	
  (b)

  	
  if to Grantee, to him or her at:

  
	
   

  	
   

  
	
   

  	
  The last address set forth in the Company’s records

  



 


or to such other address as the party to whom notice
is to be given may have furnished to the other party in writing in accordance
herewith.  Any such notice or
communication shall be deemed to have been received (i) in the case of
personal delivery, on the date of such delivery (or if such date is not a
business day, on the next business day after the date of delivery), (ii) in
the case of nationally recognized overnight courier, on the next business day
after the date sent, (iii) in the case of telecopy transmission, when
received (or if not sent on a business day, on the next business day after the
date sent), and (iv) in the case of mailing, on the third business day
following that date on which the piece of mail containing such communication is
posted.


 


Section 13.  Waiver of Breach.  The waiver by either party of a breach of any
provision of this Agreement must be in writing and shall not operate or be
construed as a waiver of any other or subsequent breach.


 


Section 14.  Grantee’s Undertaking.  Grantee hereby agrees to take whatever
additional actions and execute whatever additional documents the Company may in
its reasonable judgment deem necessary or advisable in order to carry out or
affect one or more of the obligations or restrictions imposed on Grantee
pursuant to the express provisions of this Agreement and the Plan.


 


Section 15.  Modification of Rights.  The rights of Grantee are subject to
modification and termination in certain events as provided in this Agreement
and the Plan.


 


Section 16.  Governing Law.  THIS AGREEMENT WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING
EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE
OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY
JURISDICTION OTHER THAN THE STATE OF DELAWARE TO BE APPLIED.  IN FURTHERANCE OF THE FOREGOING, THE INTERNAL
LAW OF THE STATE OF DELAWARE WILL CONTROL THE INTERPRETATION AND CONSTRUCTION
OF THIS AGREEMENT, EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LAW OR CONFLICT
OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD
ORDINARILY APPLY.


 


5

















 


Section 17.  Resolution of Disputes.


 


(a)                                  Arbitration.
Any dispute, controversy or claim arising out of or relating to this Agreement
or the Plan shall be settled by binding arbitration held in Los Angeles,
California, in accordance with the Commercial Arbitration Rules of the
American Arbitration Association then in effect, except as specifically
otherwise provided in this Section 17. 
This Section 17 shall be construed and enforced in accordance with
the Federal Arbitration Act, notwithstanding any other choice of law provision
in this Agreement.  Notwithstanding the
foregoing:


 


Any
party hereto may, in its discretion, apply to a court of competent jurisdiction
for equitable relief.  Such an
application shall not be deemed a waiver of the right to compel arbitration
pursuant to this Section.


 


(b)                                 Arbitrators.
The panel to be appointed shall consist of three neutral arbitrators:  one selected by the Company, one selected by
the Grantee, and one selected by the designees of the Company and Grantee.


 


(c)                                  Procedures.  The arbitrator(s) shall allow such
discovery as the arbitrator(s) determine appropriate under the
circumstances and shall resolve the dispute as expeditiously as practicable,
and if reasonably practicable, within one hundred twenty (120) days after the
selection of the arbitrator(s).  The
arbitrator(s) shall give the parties written notice of the decision, with
the reasons therefor set out, and shall have thirty (30) days thereafter to
reconsider and modify such decision if any party so requests within ten (10) days
after the decision.


 


(d)                                 Authority.  The arbitrator(s) shall have authority
to award relief under legal or equitable principles, including interim or
preliminary relief, and to allocate responsibility for the costs of the
arbitration and to award recovery of attorneys’ fees and expenses in such
manner as is determined to be appropriate by the arbitrator(s).


 


(e)                                  Entry
of Judgment.  Judgment upon the award
rendered by the arbitrator(s) may be entered in any court having in
personam and subject matter jurisdiction. 
Company and Grantee hereby submit to the in personam jurisdiction of the
Federal and State courts in Los Angeles, California, for the purpose of
confirming any such award and entering judgment thereon.


 


(f)                                    Confidentiality.  All proceedings under this Section 17,
and all evidence given or discovered pursuant hereto, shall be maintained in
confidence by all parties and by the arbitrators.


 


(g)                                 Continued
Performance.  The fact that the
dispute resolution procedures specified in this Section 17 shall have been
or may be invoked shall not excuse any party from performing its obligations
under this Agreement and during the pendency of any such procedure all parties
shall continue to perform their respective obligations in good faith.


 


(h)                                 Tolling.  All applicable statutes of limitation shall
be tolled while the procedures specified in this Section 17 are
pending.  The parties will take such
action, if any, required to effectuate such tolling.


 


(i)                                     Confidentiality.  All proceedings under this Section, and all
evidence given or discovered pursuant hereto, shall be maintained in confidence
by all parties and by the arbitrators.


 


Section 18.  No Employment Commitment by Company; No
Effect on Employment Agreements. 
Nothing in this Agreement or the Plan constitutes an employment
commitment by the Company, affects Grantee’s status under any employment
agreement between the Company and Grantee, confers upon Grantee any right to
remain employed by the Company or any subsidiary, interferes in any way with
the right of the Company or any subsidiary at any time to terminate such
employment, or affects the right of the Company or any subsidiary to increase
or decrease Grantee’s compensation or other benefits.  The preceding sentence is subject, however,
to the terms of any written employment agreement between Grantee and the
Company (which may not be modified by any oral agreement).


 


6

















 


Section 19.  Counterparts.  This Agreement may be executed in one or more
counterparts, and each such counterpart shall be deemed to be an original, but
all such counterparts together shall constitute but one agreement.


 


Section 20.  Entire Agreement.  This Agreement and the Plan (and the other
writings referred to herein) constitute the entire agreement between the
parties with respect to the subject matter hereof and thereof and supersede all
prior written or oral negotiations, commitments, representations and agreements
with respect thereto.


 


Section 21.  Severability.  If any provision of this Agreement is found
to be invalid or unenforceable, the invalidity or unenforceability shall not
affect the validity of the remaining provisions hereof.  Notwithstanding the foregoing, if such
provision could be more narrowly drawn so as not to be invalid, prohibited or
unenforceable in such jurisdiction, it shall be so narrowly drawn, without
invalidating the remaining provisions of this Agreement or affecting the
validity or enforceability of such provision in any other jurisdiction.


 


Section 22.  Compliance with Section 409A of the
Code.  The Option and/or the
Restricted Shares awarded under this Agreement, as the case may be, are
intended in all respects not to subject the Grantee to taxation under Section 409A
of the Code.  To the extent applicable,
this Agreement shall be interpreted in accordance with Section 409A of the
Code and Department of Treasury regulations and other interpretive guidance
issued thereunder, including without limitation, any such regulations or
guidance that may be issued after the Grant Date so that neither the Option nor
any Restricted Shares will be subject to Code Section 409A.  In the event that the Company determines that
any amounts will be taxable to Grantee under Section 409A of the Code and
related Department of Treasury guidance, the Company may, in its sole and
absolute discretion, adopt such amendments to this Agreement (having
prospective or retroactive effect), and/or take such other actions, as the
Company determines to be necessary or appropriate to avoid the application of Section 409A
of the Code to such Option or Restricted Shares.  No such amendment or other action shall be
adopted or taken that will cause the Option and/or the Restricted Shares to be
subject to Section 409A.


 


	
   

  	
  THE CHEESECAKE FACTORY INCORPORATED,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Authorized Officer:

  	
   

  
	
   

  	
  Print Name:

  	
   

  
	
   

  
					



 


BY
EXECUTION BELOW I ACCEPT ALL TERMS AND CONDITIONS OF THE NOTICE OF GRANT AND
THE OTHER DOCUMENTS REFERENCED HEREIN


 


	
   

  	
  GRANTEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Signature)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Print Name)

  
	
   

  	
   

  
	
   

  	
  Address for Notice:

  



 


(Please execute and return this Notice of Grant to
the Company’s Stock Option Coordinator

at the address above; keep a copy for your records)


 


Attachments:


 


Exhibit A
– Stock Power (Attached only if Restricted Shares are awarded)


2001
Omnibus Stock Incentive Plan Summary and Prospectus


 


7

















 


EXHIBIT A


 


STOCK POWER AND

ASSIGNMENT SEPARATE FROM CERTIFICATE


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
                                                                                                                                  
(                      )
shares of the Common Stock, $.01 par value per share, of The Cheesecake Factory
Incorporated, a Delaware corporation (the “Company”), standing in the name of
                                      
on the books of the Company represented by Certificate No.             
herewith and does hereby irrevocably constitute and appoint
                                                                                          
attorney to transfer the said stock on the books of the Company with full power
of substitution in the premises.


 


	
  Dated

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Printed Name

  



 


8