EXHIBIT 10.49
 





 


 





	
             
 	
            O'CHARLEY'S INC. (THE "COMPANY")
 





 





	
             
 	
            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.


 





	
             
 	
            EXECUTIVE OFFICER  
 	
            CURRENT SALARY
 









	
             
 	
            -----------------  
 	
            --------------
 





 





	
             
 	
            Gregory L. Burns  
 	
            $625,000
 





 





	
             
 	
            Jeffrey D. Warne  
 	
            $425,000
 





 





	
             
 	
            Lawrence E. Hyatt  
 	
            $395,500
 





 





	
             
 	
            Randall C. Harris  
 	
            $362,500
 





 





	
             
 	
            John R. Grady  
 	
            $340,000
 





 








 





	
             
 	
            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:


 





	
             
 	
            EXECUTIVE OFFICER  
 	
            THRESHOLD  
 	
            TARGET  
 	
            SUPERIOR
 









	
             
 	
            -----------------  
 	
            ---------  
 	
            ------  
 	
            --------
 





 





	
             
 	
            Gregory L. Burns  
 	
            45%  
 	
            90%  
 	
            180%
 





 





	
             
 	
            Jeffrey D. Warne  
 	
            35%  
 	
            70%  
 	
            140%
 





 





	
             
 	
            Lawrence E. Hyatt  
 	
            34%  
 	
            67%  
 	
            134%
 





 





	
             
 	
            Randall C. Harris  
 	
            30%  
 	
            60%  
 	
            120%
 





 





	
             
 	
            John R. Grady  
 	
            30%  
 	
            60%  
 	
            120%
 





 





	
             
 	
            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).


 





	
             
 	
            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:


 





	
             
 	
            -  
 	
            participate in the Company's long-term incentive program,
 









	
             
 	
            which currently involves the award of restricted stock pursuant
 









	
             
 	
            to the Company's 2000 Stock Incentive Plan;  
 





 





	
             
 	
            -  
 	
            receive a $25,000 per year car allowance;
 





 





	
             
 	
            -  
 	
            participate in the Company's Deferred Compensation Plan; and
 





 





	
             
 	
            -  
 	
            participate in the Company's broad-based benefit programs
 









	
             
 	
            generally available to its salaried employees, including
 









	
             
 	
            health, disability and life insurance programs.