UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported):

December 30, 2008

 

THE CHEESECAKE FACTORY INCORPORATED

(Exact Name of Registrant as Specified in its Charter)

 

 

26901 Malibu Hills Road
Calabasas Hills, California 91301

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code:

(818) 871-3000

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14.d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

SECTION 5	– CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02	DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

 

On December 30, 2008, the Compensation Committee of the Board of Directors of The Cheesecake Factory Incorporated approved amendments to the employment agreements with the following executive officers: David Overton, Max S. Byfuglin and Debby R. Zurzolo. The amendments were made to change the definition of “change of control” under each agreement so that certain compensation which may become payable under the agreements would not be subject to taxation under Section 409A of the Internal Revenue Code.

 

The forms of these amendments are filed as Exhibits 99.1, 99.2 and 99.3 to this report and are incorporated herein by reference.

 

SECTION 9	– FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01	Financial Statements and Exhibits

 

(d)   Exhibits

 

99.1         Form of Third Amendment to Employment Agreement with David Overton

 

99.2         Form of Second Amendment to Employment Agreement with Max S. Byfuglin

 

99.3         Form of Second Amendment to Employment Agreement with Debby R. Zurzolo

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date:    January 5, 2009	THE CHEESECAKE FACTORY INCORPORATED
	By:	/s/ CHERYL M. SLOMANN
		Cheryl M. Slomann
		Interim Chief Financial Officer, Vice President and
		Controller

 

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EXHIBIT INDEX

 

Exhibit		Description
99.1		Form of Third Amendment to Employment Agreement with David Overton
99.2		Form of Second Amendment to Employment Agreement with Max S. Byfuglin
99.3		Form of Second Amendment to Employment Agreement with Debby R. Zurzolo

 

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