The Cheesecake Factory Inc.




	




EXHIBIT 10.18 



THE CHEESECAKE FACTORY
INCORPORATED 



EXECUTIVE SAVINGS PLAN 



As Adopted 



Effective October 1, 1999 


















	




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THE CHEESECAKE FACTORY INCORPORATED 
EXECUTIVE SAVINGS PLAN 



        The
Cheesecake Factory Incorporated desires to establish an unfunded deferred compensation
plan entitled, Executive Savings Plan, effective as of October 1, 1999, which provides
supplemental retirement income benefits for a select group of management who are
considered highly compensated employees through deferrals of salary and bonuses, and
through discretionary company contributions under such plan.  



        NOW,
THEREFORE, The Cheesecake Factory Incorporated hereby adopts and establishes The
Cheesecake Factory Incorporated Executive Savings Plan, the terms of which are hereinafter
set forth. 



Article I 
TITLE AND
DEFINITIONS 



        1.1
Title. 



        The
name of this plan is the The Cheesecake Factory Incorporated Executive Savings Plan. 



        1.2
Definitions. 



        Whenever
the following words and phrases are used in this Plan, with the first letter capitalized,
they shall have the meanings specified below.  



                (a)           Account
or Accounts shall mean a Participant’s Deferral Account and/or           Company
Contribution Account.  



                (b)
          Beneficiary or Beneficiaries shall mean the person or persons, including a
          trustee, personal representative or other fiduciary, last designated in writing
          by a Participant in accordance with procedures established by the Committee to
          receive the benefits specified hereunder in the event of the Participant’s
          death. No beneficiary designation shall become effective until it is filed with
          the Committee. If there is no Beneficiary designation in effect, or if there is
          no surviving designated Beneficiary, then the Participant’s surviving
          spouse shall be the Beneficiary. If there is no surviving spouse to receive any
          benefits payable in accordance with the preceding sentence, the duly appointed
          and currently acting personal representative of the Participant’s estate
          shall be the Beneficiary. In any case where there is no such personal
          representative of the Participant’s estate duly appointed and acting in
          that capacity within 90 days after the Participant’s death (or such
          extended period as the Committee determines is reasonably necessary to allow
          such personal representative to be appointed, but not to exceed 180 days after
          the Participant’s death), then the Beneficiary or Beneficiaries shall be
          the person or persons who can verify by affidavit or court order to the
          satisfaction of the Committee that such person or persons are legally entitled
          to receive the benefits specified hereunder. In the event any amount is payable
          under the Plan to a minor, payment shall not be made to the minor, but instead
          be paid (1) to that person’s living parent(s) to act as custodian, (2) if
          that person’s parents are then divorced, and one parent is the sole
          custodial parent, to such custodial parent, or (3) if no parent of that person
          is then living, to a custodian selected by the Committee to hold the funds for
          the minor under the Uniform Transfers or Gifts to Minors Act in effect in the
          jurisdiction in which the minor resides. If no parent is living and the
          Committee decides not to select another custodian to hold the funds for the
          minor, then payment shall be made to the duly appointed and currently acting
          guardian of the estate for the minor or, if no guardian of the estate for the
          minor is duly appointed and currently acting within 60 days after the date the
          amount becomes payable, payment shall be deposited with the court having
          jurisdiction over the estate of the minor.  

















	




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                (c)
          Board of Directors or Board shall mean the Board of Directors of The Cheesecake
          Factory Incorporated.  



                (d)
          Bonus shall mean any cash incentive or other compensation, which is awarded by
a           Company in its discretion to a Participant as remuneration in addition to the
          Participant’s Salary. Bonus for purposes of the Plan shall be determined
          without regard to any reductions (1) for any salary deferral contributions to a
          plan qualified under Section 125 or Section 401(k) of the Code or (2) pursuant
          to any deferral election in accordance with Article III of the Plan.  



                (e)
          Code shall mean the Internal Revenue Code of 1986~ as amended.  



                (f)
          Committee or Administrative Committee refers to the officers or employees of
the           Company who act on behalf of the Company in discharging the Company’s
          duties as the Plan Administrator. Notwithstanding any other provision of the
          Plan document, any member of the Committee or any other officer or employee of
          the Company who exercises discretion or authority on behalf of the Company
shall           not be a fiduciary of the Plan merely by virtue of his or her exercise of
such           discretion or authority. The Company shall identify the Company officers
or           employees who shall serve as members of the Committee. Absent a designation
to           the contrary, the President shall act on behalf of the Company and the
          Committee. Because this Plan is a top hat arrangement, the Committee shall not
          be subject to the duties imposed by the provisions of Part 4 of Title I of
          ERISA.  

















	




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                (g)
Company shall mean (1) The Cheesecake Factory Incorporated and (2) any
          corporation, partnership, limited liability company or other entity which has a
          business or other relationship with The Cheesecake Factory Incorporated and
          which, with the approval of the Committee, has elected to participate in the
          Plan.  



                (h)
          Company Contribution Amount shall mean an amount awarded by a Company pursuant
          to Section   



                (i)
          Disability means any medically determinable physical or mental impairment
which,           on the basis of competent medical opinion, may be expected to result in
death or           to be of long, continued and indefinite duration, and which renders
the           individual incapable of performing his or her duties for the Company which
last           employed such individual.  



                (j)
          Eligible Employee shall mean a member of the Board of Directors, an employee of
          the Company who has an annual base salary in excess of $80,000 (which sum may
be           adjusted 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 base salary fails to meet the minimum base
salary in any           subsequent Plan year. Employees may not elect to participate in
the Plan while           currently enrolled in the Company s 401(k) Plan.  



                (k)
          Initial Election Period for an Eligible Employee shall mean the latest of (1)
          September 24, 1999, or (2) the period ending thirty (30) days after such
          employee first becomes an Eligible Employee.  



                (l)
          Interest Rate shall mean, for each Investment Alternative, an amount equal to
          the net rate of gain or loss or appreciation or depreciation on the assets of
          such Investment Alternative.  



                (m)
          Investment Alternative shall mean an investment alternative selected by the
          Committee pursuant to Section 3.2(b).  



                (n)
          The Cheesecake Factory Incorporated shall mean The Cheesecake Factory
          Incorporated and any successor corporations.  















	




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                (o)
          Open Enrollment Period for an Eligible Employee shall mean the period
commencing           November 1 and ending November 30 of each Plan Year after the first
Plan Year.  



                (p)
          Participant shall mean any Eligible Employee who becomes a Participant in
          accordance with Section 2.1.  



                (q)
          Payment Eligibility Date shall mean, with respect to a Participant, the first
          day of the first calendar quarter following the Participant’s termination
          of employment with the Company.  



                (r)
          Retirement Age shall mean attainment of age 60 years.  



                (s)
          Plan shall mean The Cheesecake Factory Incorporated Executive Savings Plan set
          forth herein, now in effect or as amended from time to time.  



                (t)
          Plan Year shall mean the 12 consecutive month period beginning on January 1,
          provided, however, that the first Plan Year shall be a short year beginning on
          October 1, 1999, and ending on December 31, 1999.  



                (u)
          Salary shall mean the Participant’s director s fees or base salary paid by
          the Company. Salary for purposes of the Plan shall be determined without regard
          to any reduction (1) for any salary deferral contributions to a plan qualified
          under Section 125 or Section 401(k) of the Code or (2) pursuant to any deferral
          election in accordance with Article III of the Plan.  



                (v)
          Trust shall mean the trust referred to in Section 6.7 of the Plan.  



                (w)
          Trustee shall mean the trustee of the Trust.  



                (x)
          Year of Service shall mean, with respect to a Participant, a period of twelve
          consecutive months (including months prior to the time he or she was a
          Participant) during which he or she was employed by the Company. For purposes
of           the preceding sentence, a Participant shall be considered as employed by the
          Company during a leave of absence, but only if that leave of absence is due to
          short-term disability or is approved by the Company. Year of Service Condition
          shall occur when a Participant has 15 years of service with the Company.  
















	




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                (y)
          Year of Vesting Credit shall mean, with respect to any Company Contribution
          Amount for a Participant for a Plan Year (as adjusted by the rate of gain or
          loss or appreciation or depreciation with regard to such amount), a period of
          twelve consecutive months commencing during or after such Plan Year as to the
          amount of any Company Contribution amount for such Plan Year and during which
          the Participant was employed by the Company; provided, however that for any
          Eligible Employee who became a Participant during the first Plan Year, the
first           Year of Vesting Credit shall commence as of October 1, 1999 and continue
until           December 31, 1999. For purposes of the preceding sentence, a Participant
shall           be considered as employed by the Company during a leave of absence, but
only if           that leave of absence is due to short-term disability or is approved by
that           Company.  



Article II

PARTICIPATION 



        2.1
Participation. 



        The
Committee shall notify all Eligible Employees of their eligibility on or before October 31
of each year for the next Plan Year. Provided, however if an employee becomes an Eligible
Employee prior to October 31 of any Plan Year, the committee shall use reasonable efforts
to notify such employee within thirty (30) days after such employee becomes an Eligible
Employee. An Eligible Employee shall become a Participant in the Plan by (1) electing to
defer a portion of his or her Salary and/or Bonus in accordance with Section 3.1, or (2)
being awarded a Company Contribution Amount in accordance with Section 3.2. An eligible
employee or director must complete all election forms including the insurance application.
Participants may be required to undergo medical underwriting. Notwithstanding any
provision to the contrary herein, if in the reasonable opinion of the Company’s legal
counsel, or if it is determined by a judicial or administrative decision, that a Plan
Participant is not an Eligible Employee or his/her status changes such that a former
Eligible Employee is no longer an Eligible Employee, such individual shall cease to be a
Participant, and the vested amount in his/her Accounts shall be distributed in a lump sum
as soon as practicable after such determination is made or opinion is rendered. 



Article III

DEFERRAL ELECTIONS AND COMPANY CONTRIBUTIONS 



        3.1
Elections to Defer Salary and/or Bonus. 



        (a)
Initial Election Period and Open Enrollment Period.  Subject
to Section 2.1, each Eligible           Employee may elect to defer Salary and/or Bonus
by filing with the Committee an           election that conforms to the requirements of
this Section 3.1, on a form           provided by the Committee, no later than the last
day of his or her Initial           Election Period. If the compensation deferred is
subject to federal or state           employment taxes, said taxes shall be withheld and
deducted from a portion of           the employee s compensation not deferred under the
Plan. For all subsequent Plan           Years, such employee may elect to defer Salary
and/or Bonus by filing with the           committee an election that conforms to the
requirements of Section 3.1 during           the Open Enrollment Period.  
















	




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                (b)
General Rule. The amount of Salary and/or Bonus, which an Eligible
          Employee may elect to defer, is as follows:  



                         (1)
          Any whole-number percentage of Salary up to 15%; and/or  



                         (2)
          Any whole-number percentage of Bonus and Director s Fees up to 100%.  



                         (3)
          No deferral election shall reduce a Participant s compensation below the amount
          necessary to satisfy the following obligations:  










	 	
Applicable
employment taxes (e.g., FICA/Medicare) on amounts deferred. 






	 	
Benefit
Plan withholding requirements.  






	 	
Income
tax withholding for compensation that cannot be deferred. 






	


                (c)
Minimum Deferrals. The minimum aggregate amount 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. Deferring
          Salary and/or Bonus payable for services rendered for such Plan Year (even
          though such Bonus may not be paid until the next Plan Year) may satisfy such
          minimum. Accordingly, if 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 is in
          fact less than the applicable minimum amount for that Plan Year, then no
portion           of Bonus shall be deferred.  



                (d)
Effect of Initial Election. An election to defer
          Salary and/or Bonus during an Initial Election Period shall be effective with
          respect to Salary earned during the first pay period beginning after the end of
          the Initial Election Period. Notwithstanding anything in of this Section 3.1 to
          the contrary, for the first Plan Year only, an Eligible Employee may elect, no
          later than the end of the Initial Election Period to defer any Bonus which is
          subsequently awarded in the discretion of the Company for services performed
          during the first Plan Year. All elections must be entered into prior to the
time           the compensation is earned and accrued.  















	




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                (e)
Duration of Salary Deferral Election. Any           Salary
deferral election made under subsection (a) or subsection (g) of this           Section
3.1 shall remain in effect, notwithstanding any change in the           Participant’s
Salary, until changed or terminated in accordance with the           terms of this
subsection (e). Deferral elections, once made, are irrevocable for           a plan year.
Subject to the minimum deferral requirement of Section 3.1(c) and           the
limitations of Section 3.1(b), a Participant may increase, decrease or
          terminate his or her Salary deferral election for subsequent Plan Year(s),
          effective for Salary earned during pay periods beginning after any January 1,
by           filing a new election, in accordance with the terms of this Section 3.1,
with           the Committee during the Open Enrollment Period. Deferral amounts shall be
          credited within five (5) business days after the deferred amount is withheld.  



                (f)
Duration of Bonus Deferral Election. Any           Bonus
deferral election made under paragraph (a) or paragraph (g) of this           Section 3.1
shall be irrevocable and, except as provided in paragraph (a), shall           apply only
to the Bonus payable with respect to services performed during the           Plan Year
for which the election is made. For each subsequent Plan Year, an           Eligible
Employee may make a new election, subject to the limitations set forth           in this
Section 3. 1, to defer a percentage of his or her Bonus. Such election           shall be
on a form provided by the Committee and shall be made during the Open
          Enrollment Period preceding the Plan Year for which the election is to apply.  



                (g)
Elections Other Than Elections During the Initial Election
Period. Subject to the minimum           deferral requirement of paragraph (c) above,
any Eligible Employee who fails to           elect to defer Salary or Bonus during his or
her Initial Election Period may           subsequently elect to do so, and any Eligible
Employee who has terminated or           changed a prior Salary or Bonus deferral
election may elect to do so again for           any Plan Year, by filing an election, on
a form provided by the Committee, to           defer Salary and/or Bonus as described in
subsection (b) above during the Open           Enrollment Period. Except as provided in
subsection (d) above an election to           defer Salary and/or Bonus must be filed
between the period of November 1 through           November 30 and will be effective for
Salary earned during pay periods beginning           after the following January 1 and
the Bonus paid beginning on the following           January 1 with respect to services
performed in said Plan Year.  

















	




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      3.2
Company Contribution Amounts.



        The
Company may, but is not required to, for any Plan Year award to any Eligible Employee or
Eligible Employees an additional percentage of his or her Salary or other amount. The
determination of whether, and what percentage or amount, to so award for a Plan Year shall
be determined by the Company. With respect the first Plan Year and Second Plan Year, the
Company has elected to make a Company contribution to all Eligible Employees equal to 25%
of the first four percent of base salary deferred. 



        3.3
Investment Elections. 



                (a)
          For each Plan Year, the Participant shall select the amount of deferrals of
          Salary and/or Bonus and designate the Investment Alternatives in which amounts
          credited to the Participant’s Account with respect to such Plan Year will
          be deemed to be invested for purposes of determining the amount of earnings to
          be credited to the Participant’s Accounts. The Investment Alternatives
from           which the Participant shall make such designation shall be selected by the
          Committee. The designation shall be made on a form provided to the Participant
          by the Committee. The Committee may from time to time eliminate or add new
          Investment Alternatives and shall communicate any elimination or additions to
          Participants.  



        In
making the designation pursuant to this Section 3.3, the Participant may specify that all
or any multiple of the aggregate of amounts deferred and Company Contribution Amounts (in
a whole-number percentage of at least 1%) be deemed to be invested in an Investment
Alternative. Effective as of the end of any calendar month, a Participant may change the
designation made under this Section 3.3 by filing an election, on a form provided by the
Committee, at least five (5) days prior to the end of such month. Any change of
designation shall specify that all or any multiple of the aggregate amounts covered by
the designation being changed (in a whole-number percentage if at least one percent (1%))
are deemed to be invested in another Investment Alternative. If a Participant fails to
elect an Investment Alternative under this Section 3.3, he or she shall be deemed to have
elected an Investment Alternative designated by the Committee on the Investment
Alternative designation form provided to the Participant. The Committee may adopt such
further rules applicable to a Participant’s designation or change of designation of
Investment Alternatives.  



                (b)
          The Committee may, but is not required to, direct the Trustee to invest amounts
          credited to the Participant’s Accounts in accordance with the Investment
          Alternative designations of the Participant. The Company may invest assets
          allocable to the Participant s Accounts in any manner, in any amount and for
any           period of time which the Company in its sole discretion may select; but the
          Company must credit or charge the Participant s Accounts with the same
earnings,           gains or losses that the Participant would have incurred if the
Company had           invested the assets allocable to the Participant’s Accounts in
the specific           investments, in the specific amounts and for the specific periods
directed by           the Participant.  















	




Page 9 of 26 



                (c)
          The Participant understands and agrees that he or she assumes all risk in
          connection with any decrease in the value of the compensation deferred under
the           Plan and invested with these investment elections.  



Article IV 
ACCOUNTS 



        4.1
Deferral Account.



        The
Committee shall establish and maintain a Deferral Account for each Participant under the
Plan. Each Participant’s Deferral Account shall be further divided into separate
subaccounts ( Fund Subaccounts ), each of which corresponds to Plan Year(s) and Investment
Alternative elected by the Participant pursuant to Section 3.3(a). A Participant’s
Deferral Account shall be credited as follows: 



                (a)
          On or before 5 business days after a pay period, (or as soon thereafter as is
          administratively feasible) the Committee shall credit the Fund Subaccounts of
          the Participant’s Deferral Account with an amount equal to Salary deferred
          by the Participant during each pay period in accordance with the
          Participant’s election under Section 3.3(a); that is, the portion of the
          Participant’s deferred Salary that the Participant has elected to be
deemed           to be invested in a certain type of fund shall be credited to the Fund
          Subaccount corresponding to that Investment Alternative;  



                (b)
          As of the last day of the month (or as soon thereafter as is administratively
          feasible) coincident with or next following the date on which the Bonus or
          partial Bonus would have been paid, the Committee shall credit the Fund
          Subaccounts of the Participant’s Deferral Account with an amount equal to
          the portion of the Bonus deferred by the Participant’s election under
          Section 3.3(a); that is, the portion of the Participant’s deferred Bonus
          that the Participant has elected to be deemed to be invested in a particular
          Investment Alternative shall be credited to the Fund Subaccount corresponding
to           that Investment Alternative; and  



                (c)
          As of the last day of each month (or such additional day or days as the
          Committee may direct) ( Valuation Date ) each Fund Subaccount of a
          Participant’s Deferral Account shall be credited with earnings or losses
or           appreciation or depreciation in an amount equal to that determined by
          multiplying the balance credited to such Fund Subaccount as of the previous
          Valuation Date by the Interest Rate for the Investment Alternative selected by
          the Participant pursuant to Section 3.3(a).  















	





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        4.2
Company Contribution Account.



        The
Committee shall establish and maintain a Company Contribution Account for each Participant
under the Plan. Each Participant’s Company Contribution Account shall be further
divided into separate Fund Subaccounts, each of which corresponds, to an Investment
Alternative elected by the Participant pursuant to Section 3.3(a). 



        A
Participant’s Company Contribution Account shall be credited as follows: 



                (a)
          The Committee shall credit the Fund Subaccounts of the Participant’s
          Company Contribution Account with an amount equal to the Company Contribution
          Amount, if any, applicable to that Participant pursuant to Section 3.3(a)
          prorata, concurrently with the crediting of salary deferrals; that is, a
prorata           share of the portion of the Company Contribution Amount, if any, which
the           Participant elected to be deemed to be invested in a certain type of
Investment           Alternative shall be credited to the corresponding Fund Subaccount
as and when           salary deferral is credited; and  



                (b)
          As of each Valuation Date, each Fund Subaccount of a Participant’s Company
          Contribution Account shall be credited with earnings or losses or appreciation
          or depreciation in an amount equal to that determined by multiplying the
balance           credited to such Fund Subaccount as of the previous Valuation Date by
the           Interest Rate for the corresponding Investment Alternative selected by the
          Participant pursuant to Section 3.3(a).  



Article V
 VESTING  



        5.1
Deferral Account.



        Subject
to Sections 6.4 and 6.6, a Participant’s Deferral Account shall be 100% vested at all
times. 



        5.2
Company Contribution Account.



        Subject
to Section 6.6,

















	





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        (a)
          A Company Contribution Amount awarded to a Participant for a Plan Year (as
          adjusted for the net rate of gain or loss or appreciation with respect to such
          Amount) shall vest, on a monthly basis based upon the date that a Participant s
          Deferral Account is credited, and become non-forfeitable as follows:  








		
	Years
      of Vesting Credit	PercentageVested
	Less
      than 1       	0	
	1       	0	
	2       	25	%
	3       	50	%
	4       	75	%
	5       	100	%







	


                (b)
          After the second Plan Year, the Committee, in its discretion, may award a
          Participant a greater or lesser vesting schedule in his or her Company
          Contribution Account than is provided for under subsection (a).  



Article VI 
DISTRIBUTIONS 



        6.1
Distribution of Deferred Compensation.



                (a)
          In the case of a Participant whose employment with the Company is terminated as
          the result of Disability or after the attainment of Retirement Age, or after
          satisfaction of the Year of Service condition, the vested portion of his or her
          Accounts shall be paid to the Participant in the form of substantially equal
          quarterly installments over 5, 10 or 15 years beginning on his or her Payment
          Eligibility Date (or as soon thereafter as is administratively feasible), as
          designated by such Participant in his/her deferral election. A Participant
          described in the preceding sentence may change his/her deferral election and
          select one of the following optional forms of distribution provided that his or
          her change in election is filed with the Committee at least one year prior to
          his or her Payment Eligibility Date:  



                        (1)
          a cash lump sum payable on the Participant’s Payment Eligibility Date (or
          as soon thereafter as is administratively feasible), or  

















	





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                        (2)
          substantially equal quarterly installments over 5, 10 or 15 years beginning on
          the Participant s Payment Eligibility Date (or as soon thereafter as is
          administratively feasible).  



        Notwithstanding
this subsection, if the value of the vested portion of the Participant’s Accounts as
of the most recent Valuation Date prior to the Payment Eligibility Date is $50,000 or
less, then such vested portion shall automatically be distributed in the form of a cash
lump sum on the Participant’s Payment Eligibility Date (or as soon thereafter as is
administratively feasible) regardless of the Participant’s election. The
Participant’s Accounts shall continue to be credited with earnings pursuant to
Section 4.1 of the Plan until all vested amounts credited to his or her Accounts under the
Plan have been distributed. For all purposes under this Plan, a Participant shall not be
considered terminated from employment if the Participant remains employed by another
Company or by a member of a Company’s controlled group of corporations (within the
meaning of Section 414(b) of the Code but by substituting more than 50 percent for at
least 80 percent each place it appears in such section, Section 1 563(a) of the Code and
the regulations under either such section) or by a member of a group of trades or
businesses which are under common control (within the meaning of Section 414(c) of the
Code but by substituting more than 50 percent for at least 80 percent each place it
appears in such section, Section 1 563(a) of the Code and the regulations under either
such section) which includes the Company which last employed the Participant. However, if
the Participant is employed by an entity which is a member of a group described in the
preceding sentence and such entity ceases to be a member of such group as a result of a
sale or other reorganization, such sale or other reorganization shall be treated as
termination of employment unless immediately following such event and without any break in
employment the Participant is employed by a Company or another entity which is a member of
a group described in the preceding sentence which includes a Company and such entity
assumes liability for the payment of benefits of the Participant. 



                (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 as
soon           as practicable following the end of quarter in which the event of
termination           occurs.  



                (c)
          If so designated by the Participant in his/her election to defer, the
          Beneficiaries of a Participant who dies while employed by the Company may elect
          that amounts credited to the Participant’s Accounts shall be paid to the
          Participant’s Beneficiary in a lump sum as soon as is administratively
          feasible provided that such Participant designated in his/her election deferral
          that his/her Beneficiaries may elect a lump sum death payment. If a Participant
          dies after terminating employment while receiving installment payments of his
or           her Accounts, the balance of the Participant’s Accounts will be paid to
the           Participant’s Beneficiary in the form of a lump sum as soon as is
          administratively feasible.  

















	





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                (d)
          A Participant whose employment with a Company has not been terminated may
change           his or her form of payment applicable to the portion of the amounts
credited to           his or her Accounts attributable to one or more Plan Years to one
of the payment           forms permitted by the Plan and, in the case of any scheduled
early           distributions elected pursuant to Section 6.5, may defer the scheduled
          distribution dates in accordance with Section 6.5.  



        6.2
Forfeitures.



        When a
Participant terminates employment with the Company for any reason, the portion of the
Participant’s Company Contribution Account, which is not vested, shall be forfeited,
and the Company shall have no obligation to the Participant (or his or her Beneficiary)
with respect to such forfeited amount. Such forfeited amounts shall be held in a suspense
account until returned to the Company, in accordance with the decision of the Committee. 



        6.3
Unforeseeable Emergency Withdrawals.



                (a)
          The Committee may, pursuant to rules adopted by it and applied in a uniform
          manner, accelerate the date of distribution of all or any portion of the vested
          portion of a Participant’s Deferral Account balance because of an
          unforeseeable emergency. An unforeseeable emergency means a severe financial
          hardship resulting from (1) a sudden and unexpected illness or accident of the
          Participant or his or her dependent (as defined in Section 152(a) of the Code);
          (2) loss of the Participant’s property due to casualty; or (3) any other
          similar extraordinary and unforeseeable circumstances arising out of an event
          beyond the control of the Participant.  



                (b)
          Payment under this Section 6.3 may be made only to the extent reasonably needed
          to satisfy the emergency need, and may not be made to the extent such hardship
          is or may be relieved: (1) through reimbursement or compensation by insurance
or           otherwise; (2) by liquidation of the Participant’s assets to the extent
          that the liquidation of such assets would not itself cause severe financial
          hardship or (3) by cessation of deferrals of Salary and/or Bonus under the
Plan.  



                (c)
          Distribution pursuant to this Section 6.3 of less than the Participant’s
          entire Deferral Account balance shall be made pro rata from the Fund
Subaccounts           of his or her Deferral Account according to the balances in such
Fund           Subaccounts. Subject to the foregoing, payment of any amount with respect
to           which a Participant has filed a request under this Section 6.3 shall be made
as           soon as is administratively feasible after approval of such request by the
          Committee.  
















	




Page 14 of 26 



        6.4
Unscheduled Early Distributions.



        A
Participant shall be permitted to elect to withdraw amounts from his or her Deferral
Account prior to termination of employment with the Company ( Early Distributions )
subject to the following restrictions: 



                (a)
          The election to take an Early Distribution of all or part of a
          Participant’s Deferral Account shall be made by filing a form provided by
          and filed with the Committee prior to the end of any calendar month.  



                (b)
          The amount of the Early Distribution actually paid to the Participant shall in
          all cases equal 90% of the requested vested amount of the Early Distribution.  



                (c)
          The amount described in subsection (b) above shall be paid in a single cash
lump           sum as soon as practicable after the end of the calendar month in which
the           Early Distribution election is made.  



                (d)
          If a Participant receives an Early Distribution, 10% of the requested amount
          shall be permanently forfeited and the Company shall have no obligation to the
          Participant or his or her Beneficiary with respect to such forfeited amount.
          Such forfeited portion shall be disposed of in accordance with the second
          sentence of Section 6.2.  



                (e)
          If a Participant receives an Early Distribution, the following rules will apply
          for the balance of the Plan Year and for the following Plan Year: (1) the
          Participant will be ineligible to defer any Salary or Bonus for any part of
such           Plan Years and (2) the Participant will not receive any award of any
Company           Contribution Amount.  



                (f)
          A distribution pursuant to this Section 6.4 of less than the Participant’s
          entire Deferral Account balance shall be made pro rata from the Fund
Subaccounts           of his or her Deferral Account according to the balances in such
Fund           Subaccounts.  

















	





Page 15 of 26 



        6.5
Scheduled Early Distributions.



        A
Participant may elect in accordance with this Section 6.5 to have a portion of his or her
Deferral Account paid on a future date while still employed, provided the payment date is
at least 2 years from the date that the election form applicable to such Plan Year is
received by the Committee. This election shall apply to the Salary and/or Bonus deferred
for the Plan Year specified by the Participant on his or her payment election for such
Plan Year and the earnings credited thereto until the payment date. A Participant may
elect a different payment date for the Salary and/or Bonus deferred for each Plan Year. In
addition, payment dates elected pursuant to this Section 6.5 may be deferred by at least
one year, by filing with the Committee written notice at least one year prior to the
payment date to be deferred. A distribution may be postponed to a later date only twice.
However, the second postponement is subject to the Administrative Committee’s
approval. A distribution pursuant to this Section 6.5 of less than the Participant’s
entire Deferral Account balance shall be made pro rata from the Fund Subaccounts according
to the balances in such Fund Subaccounts. Distributions shall be made in quarterly
installments over a 2, 3, 4 or 5 year period as designated by the Participant provided
that the total amount to be distributed as of the first distribution date equals at least
$25,000. Otherwise, a lump sum distribution will be made on the first distribution date.
Notwithstanding the foregoing, if a Participant terminates employment with a Company for
any reason prior to the date on which a payment is scheduled to be made pursuant to this
Section 6.5, the Participant’s entire Deferral Account balance will be paid pursuant
to the provisions of Section 6.1. 



        6.6
Inability to Locate Participant.



        In
the event a distribution of part or all of an Account is required to be made from the Plan
to an Employee, Participant, Inactive Participant or Beneficiary, and such person cannot
be located, the relevant portion of the Account shall be forfeited to the Company unless
otherwise required by law. If the affected Employee, Participant, Inactive Participant or
Beneficiary later contacts the Company, his or her portion of the Account shall be
reinstated and distributed as soon as administratively feasible. The Company shall
reinstate the amount forfeited, and allocating it to the Account of the affected Employee,
Participant, Inactive Participant or Beneficiary. Prior to forfeiting any Account, the
Company shall attempt to contact the Employee, Participant, Inactive Participant or
Beneficiary by return receipt mail (or other carrier) at his or her last known address
according to the Company s records, and, where practical, by letter-forwarding services
offered through the Internal Revenue Service, or the Social Security Administration, or
such other means as the Plan Administrator deems appropriate. 



        6.7
Suspension of Payments Upon Company’s Insolvency .

















	





Page 16 of 26 



        At
all times during the continuance of any trust established in connection with this Plan (
Trust ), if the Plan Administrator determines that the Company’s financial condition
is likely to result in the suspension of benefit payments from the Trust, the Plan
Administrator shall advise Participants, Inactive Participants and Beneficiaries that
payments from the Trust shall be suspended during the Company’s insolvency. If the
Trustee subsequently resumes such payments, the Administrator shall advise Participants,
Inactive Participants and Beneficiaries that, if Trust assets are sufficient, the first
payment following such discontinuance shall include the aggregate amount of all payments
due to Participants, Inactive Participants and Beneficiaries under the terms of the Plan
for the period of such discontinuance, less the aggregate amount of any payments made
directly by the Company during any period of discontinuance. No insufficiency of Trust
assets shall relieve the Company of its obligation to make payments when due under the
Plan. 



        6.8
Best Payments.



                (a)
          If the gross amount of any payment or benefit under this Plan, either
separately           or in combination with any other payment or benefit payable by the
Company or           any other payment or benefit payable by the Company or any of its
affiliates or           pursuant to a plan of the Company or an affiliate, would
constitute a parachute           payment within the meaning of the Code Section 280G,
then the total payments and           benefits accrued and payable under this Plan shall
not exceed the amount           necessary to maximize the amount receivable by the
Employee after payment of all           employment, income and excise taxes imposed on
the Employee with respect to such           payment or benefits.  



                (b)
          The Employee may elect by written notice which items of compensation, if any,
          shall be reduced so as to meet the requirements of Section 6.8 above. If there
          is a dispute between the Company and the Employee regarding (i) the extent, if
          any, to which any payments or benefits to the Employee are parachute payments
or           excess parachute payments, under Code Section 280G, or (ii) the base amount
of           such Employee’s Compensation under Code Section 280G, or (iii) the
status           of such Employee as a disqualified individual, under Code Section 280G,
such           dispute shall be resolved in the same manner as a claim for benefits under
this           Plan.  



                (c)
          Within sixty (60) days of a Change in Control or, if later, within thirty (30)
          days of the Employee’s receiving notice of termination of employment from
          the Company or the Company’s receiving notice of termination of employment
          from the Employee, either the Employee or the Company may request (i) a
          determination of the amount of any parachute payment, excess parachute payment,
          or base amount of compensation, or (ii) a determination of the reduction
          necessary to maximize the net receipts of the Employee as described in Section
          6.8 above. Any fees, costs or expenses incurred by the Employee in connection
          with such determinations shall be paid equally by the Employee and the Company.  
















	




Page 17 of 26 



        6.9
Trust.



                (a)
          The Cheesecake Factory Incorporated shall establish the Trust, which may be
used           to pay for benefits arising under this Plan.  



                (b)
          The Committee shall direct the Trustee to pay for benefits of the Participant
or           his or her Beneficiary at the time and in the amount described in this
Article           VI. In the event the amounts held under the Trust which are
attributable to           contributions made by or on behalf of the Company are not
sufficient to provide           the full amount payable to the Participant or
Beneficiary, the Company shall pay           for the remainder of such amount at the time
set forth in Article VI.  



Article VII

ADMINISTRATION 



        7.1
Plan Administrator.



        The
Plan Administrator shall be the Company. The Company may establish an Administrative
Committee composed of any persons, including officers or employees of the Company, who act
on behalf of the Company in discharging the duties of the Company in administering the
Plan. No Administrative Committee member who is a full-time officer or employee of the
Company shall receive compensation with respect to his or her service on the
Administrative Committee. Any member of the Administrative Committee may resign by
delivering his or her written resignation to the Company. The Chief Executive Officer of
the Company may remove any Committee member by providing him or her with written notice of
the removal. The Company shall be the administrator as defined in Section 3(16)(A) of
ERISA for purposes of the reporting and disclosure requirements of ERISA and the Code. The
Chief Executive Officer of the Company ( CEO ) or related officer of the Company shall be
the agent for service of process on the Plan. 



        7.2
Committee Organization and Procedures.



                (a)
          The CEO or related officer of the Company may designate a chairperson from the
          members of the Administrative Committee. The Administrative Committee may
          appoint a secretary, who may or may not be a member of the Administrative
          Committee. The secretary shall have the primary responsibility for keeping a
          record of all meetings and acts of the Administrative Committee and shall have
          custody of all documents, the preservation of which shall be necessary or
          convenient to the efficient functioning of the Administrative Committee. All
          reports required by law may be signed by the Chairperson or another member of
          the Administrative Committee, as designated by the Chairperson, on behalf of
the           Company.  

















	




Page 18 of 26 



                (b)
          The Administrative Committee shall act by a majority of its members in office
          and may adopt such rules and regulations, as it deems desirable for the conduct
          of its affairs. If the Company, the Plan, any Participant or Inactive
          participant is or becomes subject to any rules of the Securities and Exchange
          Commission or any national or regional securities exchange, the Company and the
          members of the Administrative Committee shall take any actions which are
          necessary or desirable for the maintenance, modification or operation of the
          Plan in accordance with those rules.  



        7.3
Powers and Duties of the Committee.



        The
Committee, on behalf of the Participants and their Beneficiaries, shall enforce the Plan
in accordance with its terms, shall be charged with the general administration of the
Plan, and shall have all powers necessary to accomplish its purposes, including, but not
by way of limitation, the following: 



                (a)
          To select Investment Alternatives in accordance with Section 3.3(b) hereof;  



                (b)
          To construe and interpret the terms and provisions of this Plan;  



                (c)
          To compute and certify to the amount and kind of benefits payable to
          Participants and their Beneficiaries;  



                (d)
          To maintain all records that may be necessary for the administration of the
          Plan;  



                (e)
          To provide for the disclosure of all information and the filing or provision of
          all reports and statements to Participants, Beneficiaries or governmental
          agencies as shall be required by law;  



                (f)
          To make and publish such rules and procedures for the administration of the
Plan           as are not inconsistent with the terms hereof;  

















	





Page 19 of 26 



                (g)
          To appoint a plan administrator or any other agent, and to delegate to such
          administrator or agent such powers and duties in connection with the
          administration of the Plan as the Committee may from time to time prescribe;  



                (h)
          To direct and instruct the Trustee to the extent The Cheesecake Factory
          Incorporated is authorized or required to do so under any document including
          with respect to investment of assets of the Trust;  



                (i)
          To take all actions set forth in this Plan document; and  



                (j)
          Employ and engage such persons, counsel and agents and to obtain such
          administrative, clerical, medical, legal, audit and actuarial services as it
may           deem necessary in carrying out the provisions of the Plan.  



        7.4
Construction and Interpretation.



        The
Committee shall have full discretion to construe and interpret the terms and provisions of
this Plan, which interpretation or construction shall be final and binding on all parties,
including but not limited to the Company and any Participant or Beneficiary. The Committee
shall administer such terms and provisions in a uniform and nondiscriminatory manner and
in full accordance with any and all laws applicable to the Plan. 



        7.5
Information.



        To
enable the Committee to perform its functions, the Company shall supply full and timely
information to the Committee on all matters relating to the Salary and/or Bonus of all
Participants, their death or other cause of termination of employment, and such other
pertinent facts as the Committee may require. 



        7.6
Indemnification.



                (a)
          The members of the Committee shall serve without compensation for their
services           hereunder.  



                (b)
          The Committee is authorized at the expense of the Company to employ such legal
          counsel and other agents, as it may deem advisable to assist in the performance
          of its duties hereunder. The Company shall pay expenses and fees in connection
          with the administration of the Plan.  

















	





Page 20 of 26 



                (c)
          To the extent permitted by law, the Company shall, and hereby does, indemnify
          and hold harmless any director, officer or employee of the Company who is or
may           be deemed to be responsible for the operation of the Plan, from and against
any           and all losses, claims, damages or liabilities (including attorney’s
fees           and amounts paid, with the approval of the Board, in settlement of any
claim)           arising out of or resulting from a duty, act, omission or decision with
respect           to the Plan, so long as such duty, act, omission or decision does not
involve           willful misconduct on the part of such director, officer or employee.
Any           individual so indemnified shall, within ten (10) days after receipt of
notice of           any action, suit or proceeding, notify the CEO of the Company and
offer in           writing to the CEO the opportunity, at the Company’s expense, to
handle and           defend such action, suit or proceeding, and the Company shall have
the right,           but not the obligation, to conduct the defense in any such action,
suit or           proceeding. An individual’s failure to give the CEO such notice
and           opportunity shall relieve the Company of any liability to said individual
under           this Section 7.6. The Company may satisfy its obligations under this
provision           (in whole or in part) by the purchase of insurance. Any payment by an
insurance           carrier to or on behalf of such individual shall, to the extent of
such payment,           discharge any obligation of the Company to the individual under
this           indemnification.  



        7.7
Periodic Statements.



        Under
procedures established by the Committee, a Participant shall receive a statement with
respect to such Participant’s Accounts as of each March 31, June 30, September 30 and
December 31 or as of such additional day or days as the Committee in its discretion shall
determine. 



        7.8
Disputes.



                (a)
          A person who believes that he or she is being denied a benefit to which he or
          she is entitled under the Plan (hereinafter referred to as Claimant ) may file
a           written request for such benefit with the Committee, setting forth his or her
          claim.  



                (b)
          Upon receipt of a claim, the Committee shall advise the Claimant that a reply
          will be forthcoming within ninety (90) days and shall, in fact, deliver such
          reply within such period. The Committee may, however, extend the reply period
          for an additional ninety- (90) day for special circumstances.  



        If
the claim is denied in whole or in part, the Committee shall inform the Claimant in
writing, using language calculated to be understood by the Claimant, setting forth: (1)
the specific reason or reasons for such denial; (2) the specific reference to pertinent
provisions of the Plan on which such denial is based; (3) a description of any additional
material or information necessary for the Claimant to perfect his or her claim and an
explanation why such material or such information is necessary; (4) appropriate
information as to the steps to be taken if the Claimant wishes to submit the claim for
review; and (5) the time limits for requesting a review under subsection (c). 
















	





Page 21 of 26 



                (c)
          Within sixty (60) days after the receipt by the Claimant of the written opinion
          described above, the Claimant may make a request in writing for review of the
          determination of the Committee. Such request must be addressed to the
Committee.           The Claimant or his or her duly authorized representative may, but
need not,           review the pertinent documents and submit issues and comments in
writing for           consideration by the Committee. If the Claimant does not request a
review within           such sixty- (60) day period, he or she shall be barred and
stopped from           challenging the Committee’s determination.  



                (d)
          Within sixty (60) days after the Committee’s receipt of a request for
          review, the Board shall appoint a special review committee, none of whose
          members shall be members of the Committee, to review the request after
          considering all materials presented by the Claimant. The special review
          committee will inform the Claimant in writing, in a manner calculated to be
          understood by the Claimant, of its decision setting forth the specific reasons
          for the decision and containing specific references to the pertinent provisions
          of the Plan on which the decision is based. If special circumstances require
          that the sixty (60) day time period be extended, the special review committee
          will so notify the Claimant and will render the decision as soon as possible,
          but no later than one hundred twenty (120) days after receipt of the request
for           review. The decision shall be final and binding upon the Claimant and the
Plan           Administrator and all other persons having or claiming to have an interest
in           the Plan or in any Account established under the Plan.  



        7.9
Arbitration.



                (a)
          Any Participant’s, Inactive Participant’s or Beneficiary’s claim
          remaining unresolved after exhaustion of the procedures in Section 7.8 (and to
          the extent permitted by law any dispute concerning any breach or claimed breach
          of duty regarding the Plan) shall be settled solely by binding arbitration at
          the Employer’s principal place of business at the time of the arbitration,
          in accordance with the Commercial Arbitration Rules of the American Arbitration
          Association. Judgment on any award rendered by the arbitrator may be entered in
          any court having jurisdiction thereof. Each party to any dispute regarding the
          Plan shall pay the fees and costs of presenting his, her or its case in
          arbitration. All other costs of arbitration, including the costs of any
          transcript of the proceedings, administrative fees, and the arbitrator’s
          fees shall be paid by the Plan Administrator.  

















	





Page 22 of 26 



                (b)
          Except as otherwise specifically provided in this Plan, the provisions of this
          Section 7.9 shall be absolutely exclusive for any and all purposes and fully
          applicable to each and every dispute regarding the Plan including any claim
          which, if pursued through any state or federal court or administrative
          proceeding, would arise at law, in equity or pursuant to statutory, regulatory
          or common law rules, regardless of whether such claim would arise in contract,
          tort or under any other legal or equitable theory or basis. The arbitrator who
          hears or decides any claim under the Plan shall have jurisdiction and authority
          to award only Plan benefits and prejudgment interest; and apart from such
          benefits and interest, the arbitrator shall not have any authority or
          jurisdiction to make any award of any kind including, without limitation,
          compensatory damages, punitive damages, foreseeable or unforeseeable economic
          damages, damages for pain and suffering or emotional distress, adverse tax
          consequences or any other kind or form of damages. The remedy, if any, awarded
          by such arbitrator shall be the sole and exclusive remedy for each and every
          claim, which is subject to arbitration pursuant to this Section 7.9. Any
          limitations on the relief that can be awarded by the arbitrator are in no way
          intended (i) to create rights or claims that can be asserted outside
arbitration           or (ii) in any other way to reduce the exclusivity of arbitration
as the sole           dispute resolution mechanism with respect to this Plan.  



                (c)
          The Plan and the Company will be the necessary parties to any action or
          proceeding involving the Plan. No person employed by the Company, no
          Participant, Inactive Participant or Beneficiary or any other person having or
          claiming to have an interest in the Plan will be entitled to any notice or
          process, unless such person is a named party to the action or proceeding. In
any           arbitration proceeding all relevant statutes of limitation shall apply. Any
          final judgment or decision that may be entered in any such action or proceeding
          will be binding and conclusive on all persons having or claiming to have any
          interest in the Plan.  



Article VIII 
MISCELLANEOUS 



        8.1
Unsecured General Creditor.



        Participants
and their Beneficiaries, heirs, successors, and assigns shall have no legal or equitable
rights, claims, or interest in any specific property or assets of the Company or the
Trust. Any and all of a Company’s assets and the Trust assets which are attributable
to amounts paid into the Trust by the Company shall be, and remain, the general unpledged,
unrestricted assets of the Company, which shall be subject to the claims of the
Company’s general creditors. The Company’s obligation under the Plan shall be
merely that of an unfunded and unsecured promise of the Company to pay money in the
future, and the rights of the Participants and Beneficiaries shall be no greater than
those of unsecured general creditors. It is the intention of The Cheesecake Factory
Incorporated that the Plan (and the Trust described in Section 6.9) be unfunded for
purposes of the Code and for purposes of Title I of the Employee Retirement Income
Security Act of l 974, as amended. 
















	




Page 23 of 26 



        8.2
Restriction Against Assignment.



        The
Committee shall direct payment of all amounts payable hereunder only to the person or
persons designated by the Plan and not to any other person. No part of a
Participant’s Accounts shall be liable for the debts, contracts, or engagements of
any Participant, his or her Beneficiary, or successors in interest, nor shall a
Participant’s Accounts be subject to execution by levy, attachment, or garnishment or
by any other legal or equitable proceeding, nor shall any Participant, Beneficiary or
successor in interest have any right to alienate, anticipate, sell, transfer, commute,
pledge, encumber, or assign any benefits or payments hereunder in any manner whatsoever.
If any Participant, Beneficiary or successor in interest is adjudicated bankrupt or
purports to anticipate, alienate, sell, transfer, commute, assign, pledge, encumber or
charge any distribution or payment from the Plan, voluntarily or involuntarily, the
Committee, in its discretion, may cancel such distribution or payment (or any part
thereof) to or for the benefit of such Participant, Beneficiary or successor in interest
in such manner as the Committee shall direct 



        8.3
Withholding.



        There
shall be deducted from each payment made under the Plan or any other compensation payable
to the Participant or Beneficiary all taxes, which are required to be withheld by a
Company in respect to such payment. The Company shall have the right to reduce any payment
(or compensation), and the Committee shall have the right to direct reduction of any
payment, by the amount of cash sufficient to provide the amount of said taxes. 



        8.4
Amendment, Modification, Suspension or Termination.



        The
Committee, may amend, modify, suspend or terminate the Plan in whole or in part, except
that no amendment, modification, suspension or termination shall have any retroactive
effect to reduce any vested amounts allocated to a Participant’s Accounts. In the
event that this Plan is terminated, the vested amounts allocated to a Participant’s
Accounts shall be distributed to the Participant or, in the event of his or her death, his
or her Beneficiary, in a lump sum within thirty (30) days following the date of
termination. This Plan shall terminate immediately if a court of competent jurisdiction
determines that this Plan is not exempt from the fiduciary provisions of Part 4 of Title I
of ERISA. The Plan shall terminate as of the date it ceased to be exempt. 
















	





Page 24 of 26 



        8.5
Governing Law.



        This Plan
shall be construed, governed and administered in accordance with applicable provisions of
the Employee Retirement Income Security Act of 1974, as amended, and, to the extent not
preempted by applicable federal law, the laws of the State of California. 



        8.6
Receipt or Release.



        Any
payment to a Participant or the Participant’s Beneficiary in accordance with the
provisions of the Plan shall to the extent thereof, be in full satisfaction of all claims
arising under, or with respect to, the Plan against the Committee and the Company. The
Committee may require such Participant or Beneficiary, as a condition precedent to such
payment, to execute a receipt and release to such effect. 



        8.7
Limitation of Rights.



        Nothing
in this Plan document or in any related instrument shall cause this Plan to be treated as
a contract of employment within the meaning of the Federal Arbitration Act, 9 U.S.C. 1 et
seq., or shall be construed as evidence of any agreement or understanding, express or
implied, that the Company (a) will employ any person in any particular position or level
of compensation, (b) will offer any person initial or continued participation or awards in
any commission, bonus or other compensation program, or (c) will continue any
person’s employment with the Company. 



        8.8
Correction of Errors.



        Any
crediting of compensation or interest accruals to the account of any Employee,
Participant, Inactive Participant or Beneficiary under a mistake of fact or law shall be
returned to the Company. If an Employee, Participant, Inactive Participant or Beneficiary
in an application for a benefit or in response to any request by the Company or the Plan
Administrator for information, makes any erroneous statement, omits any material fact, or
fails to correct any information previously furnished incorrectly to the Company or the
Plan Administrator, or if the Plan Administrator makes an error in determining the amount
payable to an Employee, Participant, Inactive Participant or Beneficiary, the Company or
the Plan Administrator may correct its error and adjust any payment on the basis of
correct facts. The amount of any overpayment or underpayment may be deducted from or added
to the next succeeding payments, as directed by the Plan Administrator. The Plan
Administrator and the Company reserve the right to maintain any action, suit or proceeding
to recover any amounts improperly or incorrectly paid to any person under the Plan or in
settlement of a claim or satisfaction of a judgment involving the Plan. 


















	





Page 25 of 26 



        8.9
Status of Participants.



        In
accordance with Revenue Procedure 92-65 Section 3.01(d), this Plan hereby provides: 



                (a)
          Employees, Participants and Inactive Participants under this Plan shall have
the           status of general unsecured creditors of the Company;  



                (b)
          This Plan constitutes a mere promise by the Company to make benefit payments in
          the future;  



                (c)
          Any trust to which this Plan refers (i.e., any trust created by the Company and
          any assets held by the trust to assist the Company in meeting its obligations
          under the Plan) shall conform to the terms of the model trust described in
          Revenue Procedure 92-64; and  



                (d)
          It is the intention of the parties that the arrangements under this Plan shall
          be unfunded for tax purposes and for purposes of Title I of ERISA.  



        8.10
Change in Control.



        Notwithstanding
anything contained in this Plan, in the event of a Change in Control as defined in the
Trust executed concurrently herewith, the provisions of the Trust with respect to the
actions to be taken in the event of a Change in Control shall prevail over the terms and
conditions set forth in this Plan, specifically including, without limitation, Trust
Sections 1.8, 1.10, 1.12. 2.4, 2.5, 3.2(n), 4.6, 4.7, 6.1, 6.2 , 7.2 and 10.11. The Change
in Control provisions (Section 7.2) with respect to amendment of the Plan and Trust shall
become effective upon the occurrence of any Potential Change in Control (as defined in the
Trust), but in the event a Change in Control does not occur pursuant to such Potential
Change in Control within one year of the event constituting a Potential Change in Control,
then such provisions shall no longer apply. In the event a Change in Control does occur,
the provisions of the Plan and Trust with respect to Change in Control shall apply to the
period from and after the Change in Control. Notwithstanding anything contained in this
Plan and the Trust, and notwithstanding any election made by any Participant, all deferral
elections with respect to either Salary or Bonus for all future earnings shall terminate
and be of no force and effect upon a Change in Control. 


















	




Page 26 of 26 



        8.11
Employee and Spouse Acknowledgment.



        By
executing this Plan document or related enrollment or election form, each Participant and,
if a Participant is married, such Participant’s spouse hereby acknowledge that each
of them has read and understood this Plan document. Participant and his or her spouse also
acknowledge that they knowingly and voluntarily agree to be bound by the provisions of the
Plan, as amended from time to time, including those Plan provisions, which require the
resolution of disputes by binding out-of-court arbitration, which the Participant
acknowledges is a waiver of any right to a jury trial. Participant and his or her spouse
further acknowledge that they have had the opportunity to consult with counsel of their
own choosing with respect to all of the financial, tax and legal consequences of
participating in this Plan, including in particular the effects of participation on any
community property or other interest which the Participant’s spouse may have in the
compensation deferred under this Plan. 




        IN
WITNESS WHEREOF, The Cheesecake Factory Incorporated has caused the Plan to be executed
effective as of October 1, 1999. 










			THE CHEESECAKE
      FACTORY INCORPORATED 

      

            By:  /S/ DAVID OVERTON

                    —————————————————

                    David
      Overton

            Its:  President and Chief
      Executive Officer

      

      

            By:  /S/ JERRY DEITCHLE

                    —————————————————

                    Jerry
      Deitchle

            Its:  Executive Vice President
      and Chief 

                    Financial
      Officer