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CAKE > SEC Filings for CAKE > Form 8-K on 7-Mar-2014All Recent SEC Filings

Show all filings for CHEESECAKE FACTORY INC

Form 8-K for CHEESECAKE FACTORY INC


7-Mar-2014

Change in Directors or Principal Officers, Financial Statements and Exhibi


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

On March 6, 2014, the Compensation Committee of the Board of Directors (the "Compensation Committee") of The Cheesecake Factory Incorporated (the "Company") approved the following base salaries for the executive officers of the Company whose names and titles are listed below. Such base salaries are effective March 5, 2014.

Name                                       Title                        Amount
                           Chairman of the Board and Chief
David Overton              Executive Officer                        $      995,000
David M. Gordon            President                                $      525,000
                           Executive Vice President and Chief
W. Douglas Benn            Financial Officer                        $      485,000
                           Executive Vice President, General
Debby R. Zurzolo           Counsel and Secretary                    $      452,500
                           President, The Cheesecake Factory
Max S. Byfuglin            Bakery Incorporated                      $      400,000

The Compensation Committee also approved grants of stock options and restricted shares of the Company's common stock to each of the executive officers under the terms of the Company's stockholder approved 2010 Stock Incentive Plan, dated February 25, 2010, as amended May 30, 2013 ("2010 Stock Incentive Plan"), as follows:

                   Number of Stock   Number of Restricted
Name                   Options              Shares
David Overton              145,000                 37,000
David M. Gordon             25,000                  8,000
W. Douglas Benn             15,000                  5,500
Debby R. Zurzolo            14,000                  4,500
Max S. Byfuglin             13,000                  4,000

The options on the Company's common stock were granted at an exercise price of $48.19 per share, which was the closing price for the Company's common stock on March 6, 2014, the date of grant. These stock options vest as to 20% of the shares on each of March 6, 2015 through March 6, 2019.

Restricted shares of the Company's common stock were granted subject to achievement of a performance condition approved by stockholders under the 2010 Stock Incentive Plan, which condition provides that vesting of the award is subject to the Company's cumulative fully diluted earnings per share being equal to or greater than (i) a combined target for 2014 and 2015, or (ii) a combined target for 2014, 2015 and 2016, whichever occurs earlier. If the performance condition is satisfied, the grants are then subject to time-based vesting at the rate of 60% of the shares on March 6, 2017 and 20% of the shares on each of March 6, 2018 and March 6, 2019.

These grants were made pursuant to the terms and conditions of a form of Notice of Stock Option Grant and Agreement and/or Restricted Stock Grant Agreement for executive officers approved by the Compensation Committee on March 6, 2014 and attached as Exhibit 99.1 to this report and hereby incorporated by reference herein.



ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

99.1 Notice of Stock Option Grant and Agreement and/or Restricted Stock Grant Agreement


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