0000864233-08-000004 Sample Contracts

O’CHARLEY’S INC. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • March 12th, 2008 • O Charleys Inc • Retail-eating places • Tennessee

This RESTRICTED STOCK AGREEMENT (the "Agreement") dated as of __________ (the “Grant Date”) is by and between O’Charley’s Inc., a Tennessee corporation (the "Company"), and __________ (the "Grantee"). Capitalized terms used but not defined in this Agreement shall have the meaning ascribed to such terms in the O'Charley's 2000 Stock Incentive Plan (the "Plan").

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O’CHARLEY’S INC. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • March 12th, 2008 • O Charleys Inc • Retail-eating places • Tennessee

This RESTRICTED STOCK AGREEMENT (the "Agreement") dated as of _________ (the “Grant Date”) is by and between O’Charley’s Inc., a Tennessee corporation (the "Company"), and __________ (the "Grantee"). Capitalized terms used but not defined in this Agreement shall have the meaning ascribed to such terms in the O'Charley's 2000 Stock Incentive Plan (the "Plan").

AMENDMENT AND CONSENT
And Consent • March 12th, 2008 • O Charleys Inc • Retail-eating places • New York

This AMENDMENT AND CONSENT (this “Consent”) dated as of July 12, 2007, with an effective date determined in accordance with Section 4 below (the “Effective Date”), is entered into by and among O’CHARLEY’S INC., a Tennessee corporation (the “Borrower”), the Lenders, and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”).

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