The Cheesecake Factory Inc.




	




EXHIBIT NO. 10.20 



SECOND AMENDMENT TO
THE CHEESECAKE FACTORY INCORPORATED 
EXECUTIVE SAVINGS PLAN 



        This
Second Amendment to The Cheesecake Factory Incorporated Executive Savings Plan, is
effective as of October 1, 2001. 



A. RECITALS  










	1.  	The
Cheesecake Factory Incorporated (the “Company”) established an
          unfunded deferred compensation plan entitled The Cheesecake Factory Executive
          Savings Plan, with an effective date of October 1, 1999. 






	2.  	The
Company amended The Cheesecake Factory Executive Savings Plan, by a First
          Amendment, effective December 1, 2000 (collectively, the “Plan”). 






	3.  	All
capitalized terms used in this Second Amendment shall have the meaning given
          such term in the Plan. 






	4.  	The
Administrative Committee of the Plan, by unanimous decision, desires to           further
amend the Plan, effective October 1, 2001, in order to clarify, amend           and
provide (a) an increase in the Salary eligibility requirements and maximum
          Salary deferral for Participants; (b) reduce the minimum Salary and Bonus
          deferral for newly Eligible Employees, pro rata, based upon the number of full
          calendar months remaining in the Plan Year during which such employee first
          becomes eligible; (c) in the event a hardship withdrawal request is authorized
          by the Administrative Committee, the Participant granted such withdrawal
request           is precluded from contributing to the Plan for the reminder of the Plan
Year           during which the withdrawal is made; (d) the date upon which a
distribution to a           terminated Employee shall be made (other than in the case of
death or           disability); and (e) the form of distributions available upon the
death of a           Participant. 






	

B. AMENDMENT 



The Plan is hereby amended in the
following respects: 










	1.  	Section
1.2 (j). Section 1.2(j) of the Plan is deleted in its entirety and           replaced by
the following: 







	 	
1.2(j)
Eligible Employee shall mean a member of the Board of Directors, an employee of
                    the Company who earns an annual base salary in excess of $85,000
(which sum may                     be adjusted from time to time by the Committee) or who
is a member of a select                     group of management or highly compensated
employees of that Company and eligible                     to participate in the Plan by
decision of the Committee, and all General                     Managers and Executive
Kitchen managers of full-service restaurants, regardless                     of base
salary. Once an employee becomes an Eligible Employee, such employee
                    remains an Eligible Employee regardless if their base salary fails to
meet the                     minimum base salary in any Plan Year. Employees may not
elect to participate in                     the Plan while currently enrolled in the
Company’s 401(k) Plan.  






	


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	2.  	Section
3.1(b)(1). Section 3.1(b)(1) is deleted in its entirety and replaced           with the
following: 







	 	
3.1(b)(1)
Any whole-number percentage of salary up to twenty-five percent (25%). 







	3.  	Section
3.1(c). Section 3.1(c) is deleted in its entirety and replaced by the
          following: 








	 	
3.1
(c) Minimum Deferrals.






	 	
(i)
                     The minimum aggregate amount (“Minimum Plan Year Deferral”) that may
                    be deferred by an Eligible Employee during a Plan Year is (1) $2,000 for the
                    Plan’s first Plan Year, and (2) $5,000 for any other Plan Year.
                    Notwithstanding the foregoing, for the first Plan Year after Plan Year 1999
                    during which an employee becomes an Eligible Employee, the Minimum Plan Year
                    Deferral that may be deferred by such employee shall be reduced to an amount
                    equal to $5000 multiplied by a fraction, the numerator of which is the total
                    number of full calendar months remaining in the Plan Year following the date
                    that such employee first became an Eligible Employee, and the denominator of
                    which is 12. For example, if an employee first becomes an Eligible Employee on
                    May 12th of any Plan Year after 1999, the Minimum Plan Year Deferral applicable
                    to such employee for such Plan Year shall be $2500 (i.e., $5000 multiplied by
                    6/12). 


                    



	 	
(ii)
                     In calculating whether or not a Participant has elected to defer a sufficient
                    amount to satisfy the Minimum Plan Year Deferral, an election to defer either
                    Salary and/or Bonus payable for services rendered for such Plan Year (even
                    though such Bonus is not payable until the next Plan Year) may be used to
                    satisfy such Minimum Plan Year Deferral. If a Participant does not elect to
                    defer any Bonus, the Minimum Plan Year Deferral must be satisfied solely by
                    deferred Salary. Accordingly, if less than the Minimum Plan Year Deferral is
                    deferred in Salary, or no Salary is deferred for a Plan Year, and the total
                    amount of the Bonus elected to be deferred with respect to that Plan Year (plus
                    deferred Salary, if any) is determined to be less than the applicable Minimum
                    Plan Year Deferral required for that Plan Year, then no portion of such Bonus
                    shall be deferred. However, the election to defer Salary shall be deemed to be
                    satisfied, even if the total aggregate deferral, after Bonus is determined, is
                    less, in fact, than the Minimum Plan Year Deferral for such year. For example,
                    if a Participant elects to defer $3000 in Salary and ten percent (10%) of Bonus,
                    but ultimately receives Bonus equal to only $10,000 for that Plan Year, the
                    election to defer $3000 in Salary shall be irreversible; however, no Bonus shall
                    be deferred since the aggregate deferral elected by such Participant is less
                    than the Minimum Plan Year Deferral. 


                    



	 	
(iii)                      The Administrative Committee shall not be required to accept any election to
                    defer Salary in an amount less than the Minimum Plan Year Deferral if the
                    Participant fails to also elect to defer a portion of Bonus for that Plan Year,
                    such that the aggregate elected deferral of Bonus and Salary is in an amount
                    reasonably anticipated to be sufficient to satisfy the Minimum Plan Year
                    Deferral requirement. 


                    



	


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	3.  	Section
6.1(b). Section 6.1(b) is deleted in its entirety and replaced with the
          following: 








	 	
6.1
(b) In the case of a Participant who terminates employment prior to Retirement Age and
prior to satisfaction of the Years of Service condition (and for reasons other than
Disability or death), the vested portion of the Participant’s Accounts shall be paid
to the Participant in the form of a cash lump sum payment, less applicable employment
taxes and withholdings, on or before the later of thirty (30) days after the date of
termination of employment or the last day of the calendar quarter in which the date of
termination occurs. 








	4.  	Section
6.1(c). Section 6.1(c) of the Plan is deleted in its entirety and           replaced with
the following: 









	 	
6.1(c).

                     If a Participant dies, either before or after terminating employment, and
                    regardless whether or not such Participant is receiving installment payments of
                    his or her Accounts at the date of death, the vested balance of such
                    Participant’s Accounts will be distributed to the Participant’s
                    Beneficiary in a lump sum; provided, however, if the remaining vested Account
                    balances at the date of death exceed $50,000, in the aggregate, then the
                    Participant’s beneficiary may petition the Committee, within sixty (60)
                    days of the date of death and prior to the lump sum distribution from such
                    Account(s), to receive the vested balance of the deceased Participant’s
                    account(s) in quarterly installments, over five (5), ten (10), or fifteen (15)
                    years. The Committee, in its sole discretion, may grant or deny such request. 


                    




	5.  	Section
6.3. Section 6.3 is amended by adding the following provision as a new           Section
6.3(d): 









	 	
6.3(d).                     If a Participant receives a hardship withdrawal under this Section 6.3, the
                    Participant will be ineligible to defer any Salary or Bonus for the balance of
                    the Plan Year in which the hardship withdrawal occurs and will not receive an
                    award of any Company Contribution Amount for that Plan Year. 


                    



	




        Except
as herein modified, all other terms and conditions of the Plan shall remain in full force
and effect. 



IN WITNESS WHEREOF, the Company has
caused this Second Amendment to be executed as of this 1st day of October,
2001. 













			     The
      Cheesecake Factory Incorporated 

      

            By:  /S/ DAVID OVERTON 

                    —————————————————

                         David
      Overton

      

            Its:  President and Chief
      Executive Officer

      

      

            By:  /S/ GERALD W. DEITCHLE

                    —————————————————

                         Gerald
      W. Deitchle

      

            Its:  Executive Vice President
      and Chief 

                    Financial
      Officer

      

      




	


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