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CAKE > SEC Filings for CAKE > Form 8-K on 11-Mar-2009All Recent SEC Filings

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Form 8-K for CHEESECAKE FACTORY INC


11-Mar-2009

Change in Directors or Principal Officers


ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On March 5, 2009, the Compensation Committee of the Board of Directors of The Cheesecake Factory Incorporated (the "Company") approved performance incentive targets for fiscal 2009 under the Company's Amended and Restated Performance Incentive Plan (the "Plan") for executive officers and other corporate executives based upon the Company achieving specified levels of consolidated income from operations and subject to specified potential adjustments. The performance incentive target for The Cheesecake Factory Bakery Incorporated, a wholly owned subsidiary of the Company, also requires achievement of a specified level of operating profit of the bakery division. The Company's stockholders approved the material terms of the performance incentive goals under the Plan at the 2005 Annual Meeting of Stockholders.

Participants in the Plan will have an opportunity to earn a performance achievement award (the "Award") ranging from 0% to 157.5% of base salary if the Company achieves at least 67% of its performance incentive targets for fiscal 2009. Payment of Awards is subject to the Company's ability to accrue for such Awards, and a portion of such Awards are also subject to the Compensation Committee's determination that specified additional strategic and operational objectives were satisfied. The maximum Award as a percentage of base salary payable under the Plan to the executive officers of the Company if the performance incentive targets are achieved at the highest levels are as follows:

                                                                 MAXIMUM POTENTIAL
                                                               BONUS AS A PERCENTAGE
                                                                   OF SALARY (1)
David Overton,
Chairman and Chief Executive Officer
The Cheesecake Factory Incorporated                                            157.5 %

W. Douglas Benn
Executive Vice President and Chief Financial Officer
The Cheesecake Factory Incorporated                                              105 %

Cheryl M. Slomann
Vice President, Controller and Chief Accounting Officer (2)
The Cheesecake Factory Incorporated                                             52.5 %

Debby R. Zurzolo
Executive Vice President, General Counsel and Secretary
The Cheesecake Factory Incorporated                                              105 %

Max S. Byfuglin
President
The Cheesecake Factory Bakery Incorporated                                       120 %



(1) The Award payable to any participant under the Plan for achievement of performance incentive targets is subject to a maximum payment cap of one million dollars ($1,000,000) per year. The Plan also allows for payment of a discretionary bonus of up to one hundred percent (100%) of base salary in addition to the Award, subject to limitations on payment specified in the Plan.

(2) Ms. Slomann was appointed Interim Chief Financial Officer effective July 23, 2008. Her appointment ended on January 19, 2009 and she resumed her prior position as Vice President, Controller and Chief Accounting Officer.

There is no assurance that the Company will achieve the performance incentive targets established by the Compensation Committee in any fiscal year.


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