The Cheesecake Factory Inc.




	




EXHIBIT 10.22 



        The
Cheesecake Factory Incorporated has entered into an indemnification agreement with each of
its directors and officers substantially and materially in the form as follows: 



INDEMNIFICATION AGREEMENT 



        THIS
INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of the
____ day of ________, ____, by and between THE CHEESECAKE FACTORY INCORPORATED, a Delaware
corporation (the “Corporation”), and________________, an individual
(“Officer”), with reference to the following: 



RECITALS 



        A.
          Officer is ____________________________________________ of The Cheesecake
Factory           Incorporated, a Delaware corporation serving in such position at the
request of           the Corporation.  



        B.
          The Certificate of Incorporation of the Corporation, filed with the Delaware
          Secretary of State on February 13, 1992, (the “Certificate”),
provides           that the Corporation shall indemnify all directors and officers of the
          Corporation to the fullest extent permitted by the State Statutes (as
          hereinafter defined) and that a director of the Corporation shall not be liable
          to the Corporation or its stockholders for monetary damages for breach of
          fiduciary duty as a director.  



        C.
          The Board of Directors of the Corporation has adopted Bylaws (the
          “Bylaws”) providing for the indemnification of the officers and
          directors of the Corporation pursuant to Section 145 of the Delaware
Corporation           Law, as amended to date (the “State Statue(s)”).  



        D.
          Such Bylaws and State Statutes specifically provide that they are not
exclusive,           and thereby contemplate that contracts may be entered into between
the           Corporation and members of its Board of Directors with respect to
          indemnification of such officers and directors.  



        E.
          The Board of Directors, by unanimous written consent dated September 17, 1992,
          has resolved that it is in the best interests of the Corporation to obtain
          Directors and Officers Liability Insurance (“D & O Insurance”) in
          amounts determined by the Chief Executive Officer of the Corporation and with
          limits customary for the size and nature of the Corporation.  



        F.
In order to induce Officer to continue to serve as
____________________________________________ of the Corporation, the Corporation
has determined and agreed to enter into this Agreement with Officer. 



AGREEMENT 



        NOW,
THEREFORE, in consideration of the Officer’s continued service as an officer of the
Corporation after the date hereof, the parties hereto agree as follows:  




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        1.
Indemnity. The Corporation hereby agrees to hold harmless and indemnify
          Officer to the fullest extent permitted by law, as soon as practicable but in
          any event no later than thirty days after written demand to the Corporation,
          against any and all costs, charges, Expenses (including attorneys’ fees),
          judgments, fines, penalties and amounts paid in settlement (including all
          interest, assessments and other charges paid or payable in connection with or
in           respect of such Expenses, judgments, fines, penalties or amounts paid in
          settlement) actually and reasonably incurred by Officer in connection with any
          threatened, pending or completed action, suit or proceeding, or any inquiry or
          investigation, whether conducted by the Corporation or by any other party, that
          the Officer in good faith believes might lead to the institution of any such
          action, suit or proceeding, whether civil, criminal, administrative,
          investigative or other (“Claim”) (including an action by or in the
          right of the Corporation) to which Officer is, was or at any time becomes a
          party to, or witness or other participant in, or is threatened to be made a
          party to, or witness or other participant in, by reason of the fact that
Officer           is or was a director or officer of the Corporation or is or was serving
at the           request of the Corporation as a director, officer, employee or agent of
another           corporation, partnership, joint venture, trust, employee benefit plan
or other           enterprise or relating to anything done or not done by the Officer in
any such           capacity (“Indemnifiable Event”). If so requested by the
Officer, the           Corporation shall advance (within two business days of such
request) any and all           Expenses (“Expense Advance”). “Expenses” shall
mean           attorneys’ fees and other costs, expenses, and obligations paid or
incurred           in connection with investigating, defending, being a witness in or
participating           in (including an appeal), or preparing to defend, be a witness in
or participate           in any Claim.  



        2.
Limitations on Additional Indemnity. Notwithstanding
          the foregoing, no indemnity pursuant to Section 1 hereof shall be paid by the
          Corporation:  



                (a)
             in respect to remuneration paid to Officer if it shall be
determined by a final           judgment or other final adjudication that such
remuneration was in violation of           law; and  



                (b)
             on account of Officer’s conduct which is finally
adjudged to have been           knowingly fraudulent, deliberately dishonest or willful
misconduct.  



        3.
Liability Insurance. The Corporation shall maintain an insurance
          policy or policies providing directors’ and officers’ liability
          insurance and Officer shall be covered by such policy or policies, in
accordance           with its or their terms, in amounts determined by the Chief
Executive Officer of           the Corporation and with limits customary for the size and
nature of the           Corporation.  



        4.
Continuation of Indemnity. All agreements and obligations           of
the Corporation contained herein shall continue during the period Officer is           a
director, officer, employee or agent of the Corporation (or is or was serving
          at the request of the Corporation as a director, officer, employee or agent of
          another corporation, partnership, joint venture, trust or other enterprise) and
          shall continue thereafter so long as Officer shall be subject to any Claim
          resulting from an Indemnifiable Event, and such agreements and obligations
shall           inure to the benefit of the heirs, executors and administrators of
Officer.  



        5.
Notification and Defense of Claim. Within a
          reasonable time after receipt by Officer of notice of the commencement of any
          action, suit or proceeding, Officer will, if a claim in respect thereof is to
be           made against the Corporation under this Agreement, notify the Corporation of
the           commencement thereof, but the omission so to notify the Corporation will
not           relieve it from any liability which it may have to Officer otherwise than
under           this Agreement. With respect to any such action, suit or proceeding as to
which           Officer notifies the Corporation of the commencement thereof:  



                (a)
             the Corporation will be entitled to participate therein at
its own expense; and  




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                (b)
             except as otherwise provided below, to the extent that it may
wish, the           Corporation jointly with any other indemnifying party similarly
notified will be           entitled to assume the defense thereof, with counsel
satisfactory to Officer.           After notice from the Corporation to Officer of its
election so to assume the           defense thereof, the Corporation will not be liable
to Officer under this           Agreement for any legal or other expenses subsequently
incurred by Officer in           connection with the defense thereof other than
reasonable costs of investigation           or as otherwise provided below. Officer shall
have the right to employ its           counsel in such action, suit or proceeding, but
the fees and expenses of such           counsel incurred after notice from the
Corporation of its assumption of the           defense thereof shall be at the expense of
Officer unless: (i) the employment of           counsel by Officer has been authorized by
the Corporation; (ii) Officer shall           have reasonably concluded that there may be
a conflict of interest between the           Corporation and Officer in the conduct of
the defense of such action; or (iii)           the Corporation shall not in fact have
employed counsel to assume the defense of           such action, in each of which cases
the fees and expenses of counsel shall be at           the expense of the Corporation.
The Corporation shall not be entitled to assume           the defense of any action, suit
or proceeding brought by or on behalf of the           Corporation or as to which Officer
shall have made the conclusion provided for           in (ii) above.  



        6.
Expenses Payable in Advance. Expenses incurred by
          Officer in defending any Claim shall be paid by the Corporation in advance of
          the final disposition of such Claim in accordance with Section 1 hereof, upon
          receipt of an undertaking by or on behalf of Officer to repay such amount, in
          accordance with Section 7 hereof, if it shall ultimately be determined that
          Officer is not entitled to be indemnified by the Corporation.  



        7.
Repayment of Expenses. Officer agrees that Officer will
          reimburse the Corporation for all reasonable expenses paid the Corporation in
          defending any Claim against Officer in the event and only to the extent that it
          shall be ultimately determined that Officer is not entitled to be indemnified
by           the Corporation for such expenses under the provisions of the State Statute,
          Certificate, the Bylaws, this Agreement or otherwise.  



        8.
Period of Limitations. No legal action shall be brought and
          no cause of action shall be asserted by or on behalf of the Corporation or any
          affiliate of the Corporation against Officer or Officer’s spouse, heirs,
          executors or personal or legal representatives after the expiration of two
years           from the date of accrual of such cause of action, and any claim or cause
of           action of the Corporation or its affiliates shall be extinguished and deemed
          released unless asserted by timely filing of a legal action within such
two-year           period; provided, that if any shorter period of limitations is
otherwise           applicable to any such cause of action, such shorter period shall
govern.  



        9.
Additional Rights. The rights of Officer hereunder shall be in
          addition to any other rights Officer may have under the Corporation’s
          Certificate and Bylaws, as in effect on the date hereof, and the State Statutes
          or otherwise. To the extent that a change in Delaware General Corporation Law
          (whether by statute or judicial decision) permits greater indemnification by
          agreement than would be afforded currently under the Corporation’s
          Certificate, Bylaws or this Agreement, it is the intent of the parties hereto
          that the Officer shall enjoy by virtue of this Agreement the greater benefits
so           afforded by such change.  



        10.
Enforcement.  



                (a)
             The Corporation expressly confirms and agrees that it has
entered into this           Agreement and assumes the obligations imposed on the
Corporation hereby in order           to induce Officer to continue as a director and/or
officer of the Corporation,           and acknowledges that Officer is relying upon this
Agreement in continuing in           such capacity.  



                (b)
             In the event that Officer is required to bring any action to
enforce rights or           to collect moneys due under this Agreement and is successful
in such action, the           Corporation shall reimburse Officer for all of Officer’s
reasonable fees           and expenses in bringing and pursuing such action.  



        11.
Governing Law. This Agreement shall be construed in accordance
          with and governed by the laws of the State of Delaware without regard to
          conflicts of law principles.  



        12.
Modifications or Waivers. No modification, supplement, or
          amendment of this Agreement or of any covenant, condition, or limitation herein
          contained shall be valid unless the same is made in writing and duly executed
by           the parties hereto. No waiver of any covenant, condition, or limitation
herein           contained shall be valid unless the same is made in writing and duly
executed by           the party making the waiver.  





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        13.
Counterparts. This Agreement may be executed in one or more counterparts,
          each of which shall be deemed to be an original, but all of which together
shall           constitute one and the same agreement.  



        14.
Rule of Construction. Each party and counsel for each party
          have reviewed this Agreement. The parties hereto hereby agree that the normal
          rule of construction which requires a court to resolve any ambiguities against
          the drafting party shall not apply in interpreting this Agreement.  



        15.
Severability. The invalidity or unenforceability of any provision of this
          Agreement shall not affect the validity or enforceability of the other
          provisions hereof which shall continue in full force and effect.  



        16.
Entire Agreement. This Agreement constitutes the entire agreement
          between the parties pertaining to the subject matter contained herein and
          supersedes all prior and contemporaneous written or oral agreements,
          representations, and understandings of the parties hereto.  



        IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written.  











			The Corporation:


THE CHEESECAKE FACTORY INCORPORATED,
   
a Delaware corporation




By:  

      ———————————————————

        DAVID OVERTON

        Chairman of the Board  and Chief Executive 

        Officer





Officer:




By:  

      ———————————————————



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