EX-10.2









Exhibit 10.2




FIRST AMENDMENT TO

O’CHARLEY’S INC.

EXECUTIVE EMPLOYMENT AGREEMENT

(the “Amendment”)




O’CHARLEY’S INC.

(the “Company”)




and




Lawrence E. Hyatt

(“Executive”)




January 12, 2009




BACKGROUND





	A.	 	Executive is currently employed as the Company’s Chief Financial Officer, Secretary and
Treasurer and is party to that certain O’Charley’s Inc. Executive Employment Agreement dated
as of November 6, 2007 by and between the Company and Executive (the “Agreement”).
	 
	B.	 	Executive has agreed to serve as the Company’s interim Chief Executive Officer and President
commencing February 12, 2009 until the hiring of a new Chief Executive Officer and President.
	 
	C.	 	The Company and Executive desire to amend the Agreement to address the matters set forth
below.





     NOW, THEREFORE, the Company and the Executive hereby amend the Agreement as follows:



     Section 1. Section 1.1 of Article I of the Agreement is hereby amended by adding the
following sentence to the end thereof:



          “In addition, commencing February 12, 2009 the Company hereby employs Executive as the
Company’s interim Chief Executive Officer and President until the hiring of a new Chief Executive
Officer and President or such earlier time as determined by the Board of Directors.”




     Section 2. Section 1.3 of Article I of the Agreement is hereby amended to provide that the
defined term “Initial Term” shall mean August 29, 2011.



     Section 3. The following shall be added as Section 2.5 of Article II of the Agreement:



 









 





     “2.5 Compensation as Interim CEO and President. For services rendered as interim Chief
Executive Officer and President of the Company, the Company shall pay Executive, in addition to the
Base Salary, $1,500 per week that Executive serves as interim Chief Executive Officer and
President. Such compensation shall be paid in a lump sum payment upon the hiring of a new Chief
Executive Officer and President of the Company or such earlier date as Executive shall cease
serving as interim Chief Executive Officer and President. Such compensation shall not factor into
any bonus calculations or severance payment calculations for Executive, under this Agreement or
otherwise.”



     Section 4. Section 3.2(a)(i) of Article III of the Agreement is hereby deleted in its entirety
and replaced with the following:



          “(i) continued monthly payments, in accordance with the Company’s regular payroll practices,
for a period of twelve (12) months after the date of termination equal to the sum of (1)
one-twelfth (1/12) of Executive’s Base Salary, and (2) one-twelfth (1/12) of the greater of
Executive’s target annual bonus for the fiscal year in which the date of termination occurs, or the
Executive’s target annual bonus for the 2008 fiscal year;”




     Section 5. Effect of Amendment. Except as and to the extent expressly modified by
this Amendment, the Agreement shall remain in full force and effect in all respects.



     Section 6. Counterparts. This Amendment may be executed in several counterparts, each
of which shall constitute an original and all of which, when taken together, shall constitute one
agreement.



     Section 7. Governing Law. This Amendment shall be governed by and construed and
enforced in accordance with the laws of the State of Tennessee, without regard to its conflict of
laws rules.



[Signature Page Follows]




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     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above
written.



	 	 	 	 	 
	 	O’CHARLEY’S INC.

 	 
	 	By:  	/s/ Gregory L. Burns
 	 
	 	 	Name:  	Gregory L. Burns 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	EXECUTIVE

 	 
	 	/s/ Lawrence E. Hyatt
 	 
	 	Name:  	Lawrence E. Hyatt 	 
	 	Title:  	Chief Financial Officer, Secretary and

Treasurer