<PAGE>

                                                                  EXHIBIT 10.65


                               [O'CHARLEY'S LOGO]


August 25, 2005

Mr. Randall C. Harris

Dear Randy:

It is my pleasure to make you this offer of employment for the position of Chief
Human Resource Officer, of O'Charley's Inc., to be effective October 3, 2005.
You have made an extremely positive impression on everyone you have met and we
are confident you can make a significant contribution to our future success.

This letter summarizes our offer of employment subject to the Compensation and
Human Resources Committee of the Board's approval of the terms of your
employment. Subject to your agreement to the following, we would expect to have
such approval promptly.

The major parts of our offer include:

         o        Annual Base Salary: $325,000

         o        2005 Annual Incentive Bonus: Our Compensation and Human
                  Resources Committee meets annually to establish corporate and
                  individual goals for bonus compensation. Typically, for senior
                  executives, targeted levels of earnings per share are
                  established at that meeting and bonus is calculated based on
                  your achieving individual goals and the Company achieving
                  targeted levels of earnings.

                  The Target level bonus for this position is 60% of Base
                  Salary. Threshold and Superior levels are 30% and 120%
                  respectively. You will be entitled to a prorated bonus at no
                  less than the Target level for 2005. Annualized bonus levels
                  are as follows:

<Table>
<Caption>
                     Threshold                Target              Superior
                     ---------               --------             --------
                     <S>                     <C>                  <C>
                      $97,500                $195,000             $390,000
</Table>

         o        Long-term incentive compensation:
                           The following awards would be granted to you upon
                           commencement of employment:

                           o        20,000 shares of Restricted Stock vesting
                                    equally over three years

                           It is anticipated that your annual long-term
                           incentive value target will be 100% of Base Salary
                           for the Chief People Officer position. The
                           Compensation and Human Resources Committee of the
                           Board of Directors reviews this target annually.


<PAGE>


                               [O'CHARLEY'S LOGO]


         o        Relocation -- The Company will pay for or reimburse you for
                  your costs (on an after tax basis) to relocate to the
                  Nashville area, subject to a maximum of $100,000 without the
                  Company's prior approval.

         o        Annual Car Allowance -- $25,000

         o        Personal Use of Corporate Aircraft -- You will be eligible to
                  use the corporate aircraft to fly up to 5,250 miles annually
                  without reimbursement to the Company.

         o        Employee Benefits -- all management level employee benefits

         o        Change in Control Provision -- in the event of a Change in
                  Control of the Company and subsequent termination without
                  cause or by you for "good reason", you would be eligible for
                  certain benefits including 150% of average base salary and
                  150% of the highest bonus paid in any of the previous three
                  years.

         o        Severance arrangement-

                  o        If your employment is terminated by the Company
                           without cause or is terminated by you for good reason
                           within thirty-six months of the date of employment,
                           you would receive the following:

                           [X]      Base salary as of the date of termination
                                    will continue for twelve months

                           [X]      Target Level Bonus will be paid over a
                                    twelve-month period

                           [X]      Management level employee benefits will
                                    continue for a twelve-month period

Included with this letter are the forms of Letter Agreement, Severance
Compensation Agreement, Arbitration Agreement and Restricted Stock Agreement
that will be entered into contemporaneous with the commencement of your
employment.

Randy, we are looking forward to your joining the O'Charley's team and helping
us move to an even higher level of success. Please let me know if the foregoing
is acceptable by signing where indicated below.

Very truly yours,



/s/

Gregory L. Burns
Chairman and CEO

GLB/jl

Acknowledged and Agreed to this _____ day of _________ 2005


         /s/
------------------------------------
Randall C. Harris