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                                                                   EXHIBIT 10.69

                                [O'CHARLEY'S LOGO]


January 20, 2006

Mr. Jeff D. Warne
829 King's Canyon Court
Coppell, TX 75019

Dear Jeff,

It is my pleasure to confirm our offer of employment for the position of
President, O'Charley's Concept, reporting directly to Greg Burns. 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 you
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: $400,000

         o        2006 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 operating income 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 70% of Base
                  Salary. Threshold and Superior levels are 35% and 140%
                  respectively. Annualized bonus levels are as follows:

                  <Table>
                  <Caption>
                        Threshold                Target              Superior
                        ---------                ------              --------
                        <S>                     <C>                  <C>
                         $140,000               $280,000             $560,000
                  </Table>

                  Your bonus for 2006 will be guaranteed at Threshold for 2006
                  for the portion of the year worked.

         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 115% of Base Salary for the O'Charley's Concept
                  President position. The Compensation and Human Resources
                  Committee of the Board of Directors reviews this target
                  annually.
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         o        Relocation -- The Company will pay for or reimburse you for
                  your costs to relocate to the Nashville area, subject to a
                  maximum of $100,000 without the Company's prior approval;
                  these expenses will be "grossed up" for tax purposes.

         o        Transition assistance -- the Company will provide you an
                  apartment and reimburse weekly travel expenses home through
                  June 1, 2006.

         o        Annual Car Allowance - $25,000

         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:

                           -        Base salary as of the date of termination
                                    will continue for twelve months

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

                           -        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.

Jeff, 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 and returning one copy to me.

Very truly yours,

/s/
Randy Harris
Chief Human Resources Officer

RH/sn

Acknowledged and Agreed to this 22nd day of  January 2006

   /s/
------------------------------------
Jeff D. Warne

13 February 2006
------------------------------------
Anticipated Start Date