Exhibit 10.1

SEVERANCE AGREEMENT AND GENERAL RELEASE

THIS SEVERANCE AGREEMENT AND GENERAL RELEASE ("Agreement") is made and
entered into this 24th day of June, 2004, by and between William E. Hall, Jr.
(hereinafter referred to as "Mr. Hall") and O'Charley's Inc. (hereinafter
referred to as "O'Charley's").

WITNESSETH:

WHEREAS, Mr. Hall currently serves as President, O'Charley's Concept for
O'Charley's and has expressed his desire to resign his employment, effective
June 27, 2004; and

WHEREAS, O'Charley's has expressed its willingness to accept Mr. Hall's
resignation from employment upon the following terms and conditions; and

WHEREAS, after a period of negotiations between them, the parties have
reached an agreement by which Mr. Hall will resign his employment effective June
27, 2004;

NOW, THEREFORE, in consideration of the premises and mutual promises
herein contained, it is agreed as follows:

1. The recitals set forth above are true and accurate, and by signing this
Agreement, Mr. Hall hereby resigns his employment effective June 27, 2004
(the "Effective Date").

2. This Agreement is not and shall not be construed as an admission by
O'Charley's of any fact or conclusion of law. Without limiting the general
nature of the previous sentence, this Agreement shall not be construed as
an admission that O'Charley's, its subsidiaries, related entities, or any
of its or their officers, directors, managers, agents, or employees have
violated any law or regulation or have violated any contract, express or
implied.

3. Mr. Hall represents and warrants that he has no knowledge of any practice
engaged in by O'Charley's, its subsidiaries or related entities that is or
was a violation in any material respect of any applicable state law or
regulations or of any federal law or regulations. To the extent that Mr.
Hall has knowledge of any such practices, Mr. Hall represents and warrants
that Mr. Hall already has notified O'Charley's in writing of such alleged
practices.

4. Mr. Hall represents and warrants that he has not filed any complaint(s) or
charge(s) against O'Charley's with the Equal Employment Opportunity
Commission or the state commission empowered to investigate claims of
employment discrimination, the United States Department of Labor, the
Office of Federal Contract Compliance Programs, or with any other local,
state or federal agency or court, and that if any such agency or court
assumes jurisdiction of any complaint(s) or charge(s) against O'Charley's
on behalf of Mr. Hall, Mr. Hall will request such agency or court to
withdraw from the matter, and Mr.

Hall will refuse any benefits derived therefrom. This Agreement will not
affect Mr. Hall's right to hereafter file a charge with or otherwise
participate in an investigation or proceeding conducted by the Equal
Employment Opportunity Commission regarding matters which arose after this
date and which are not the subject of this Agreement.

5. Mr. Hall represents and agrees that Mr. Hall is fully aware of his rights
and is advised to discuss any and all aspects of this Agreement with his
attorney, that Mr. Hall has consulted with his attorney regarding this
Agreement, or has chosen voluntarily not to do so, that he has carefully
read and fully understands all of the provisions of this Agreement, and
that, in consideration of the provisions hereof, Mr. Hall agrees to enter
into this Agreement. Mr. Hall represents and acknowledges that prior to
the execution of this Agreement, he has been provided a period of
twenty-one (21) days within which to consider the Agreement.

6. Mr. Hall hereby irrevocably and unconditionally releases, acquits and
forever discharges O'Charley's, its subsidiaries, and related entities,
and each of their respective shareholders, successors, assigns, agents,
directors, officers, employees, representatives, and attorneys, and all
persons acting by, through, under or in concert with any of them
(collectively, the "Released Parties"), or any of them, from any and all
charges, complaints, claims, liabilities, obligations, promises,
agreements, controversies, damages, actions, causes of action, suits,
rights, demands, costs, losses, debts and expenses (including attorney's
fees and costs actually incurred), of any nature whatsoever, known or
unknown ("Claims"), which Mr. Hall now has, owns, holds, or claims to
have, own, or hold, or which Mr. Hall at any time heretofore had, owned,
or held, or claimed to have, own, or hold. Such Claims include those under
local, state or federal law, Executive Order, or at common law including,
but not limited to, the Age Discrimination in Employment Act (ADEA). This
provision does not include the release of future charges before the Equal
Employment Opportunity Commission regarding matters which arose after this
date and which are not the subject of this Agreement. This provision
further does not include the release of Claims with respect to any vested
benefits under a plan governed by the Employee Retirement Income Security
Act ("ERISA") or any Claim related to the rights and benefits granted by
the express terms of this Agreement.

7. O'Charley's hereby irrevocably and unconditionally releases, acquits and
forever discharges Mr. Hall from any and all charges, complaints, claims,
liabilities, obligations, promises, agreements, controversies, damages,
actions, causes of action, suits, rights, demands, costs, losses, debts
and expenses (including attorney's fees and costs actually incurred), of
any nature whatsoever, known or unknown ("Claims"), which O'Charley's now
has, owns, holds, or claims to have, own, or hold, or which O'Charley's at
any time heretofore had, owned, or held, or claimed to have, own, or hold;
provided, the provisions of this paragraph 7 shall not apply to any Claim
(i) arising out of the commission by Mr. Hall of any act of fraud,
embezzlement or material dishonesty, (ii) any Claim related to the Note
(as defined in paragraph 15), or (iii) any Claim related to any breach of
the representations, warranties or covenants of Mr. Hall provided for by
the express terms of this Agreement.

8. Mr. Hall agrees that, as of the date of the signing of this Agreement, Mr.
Hall will not, without O'Charley's prior written consent, directly or
indirectly, solicit to hire or hire (or cause to leave the employ of
O'Charley's) (i) for a period of twelve (12) months from the Effective
Date, any salaried employee of O'Charley's or its subsidiaries and (ii)
for a period of twenty-four (24) months from the Effective Date, any
general manager or regional supervisor of any O'Charley's or Stoney River
Legendary Steaks restaurant. The agreements set forth in this paragraph 8,
together with those contained in paragraph 9, are sometimes hereinafter
collectively referred to as the "Restrictive Agreements."

9. Mr. Hall also recognizes that, as President, O'Charley's Concept he has
had access to, was provided in detail with, and used throughout his
employment with O'Charley's, certain confidential and proprietary business
information. Such information includes but is not limited to business
strategy, pricing information, branding strategy, site location, vendor
information, market analysis and evaluation, and other such proprietary
and confidential business information (hereinafter "Confidential and
Proprietary Business Information"). Mr. Hall agrees that, without
O'Charley's prior written consent, he will not divulge, disclose, publish
or disseminate in any manner, directly or indirectly, any such
Confidential and Proprietary Business Information to any other person or
entity.

10. Mr. Hall agrees that the Restrictive Agreements are reasonable and
supported by adequate consideration, which but for his agreement herein,
Mr. Hall would not be entitled to receive. Mr. Hall further agrees that
the Restrictive Agreements are necessary for the protection of
O'Charley's, its business and its employees, and properly balance his
personal interest in future employment and the various interests related
to O'Charley's, its business and its employees. Mr. Hall further agrees
that if he breaches any of the Restrictive Agreements, such breach likely
will not have an adequate remedy at law and that O'Charley's shall be
entitled, in addition to all other legal remedies available to it, to
apply to and obtain from a court of competent jurisdiction an injunction
against any violation thereof and, if successful, to recover all costs of
such action, including a reasonable attorney's fee. These rights and
remedies of O'Charley's shall be cumulative and not alternative.

11. Mr. Hall agrees to indemnify and hold each and all of the Released Parties
harmless from and against any and all loss, costs, damage, or expense,
including, without limitation, attorneys fees, incurred by the Released
Parties, or any of them, arising out of Mr. Hall's breach of the
representations, warranties and covenants made by Mr. Hall in paragraphs
1, 3, 4, 5, 6, 8, 9, 10, 12, 14, 16, 17 and 18 of this Agreement or the
fact that any representation made by him herein was false when made.

12. Given the nature of his position with O'Charley's, Mr. Hall likely has
been privy to information and events during his tenure with O'Charley's
that may not be documented. For example, Mr. Hall is aware that
O'Charley's currently is the subject of litigation relating to certain
customers and employees at one of its O'Charley's restaurants in
Knoxville, Tennessee being exposed to the Hepatitis A virus and may be the
subject of

additional litigation relating to this incident (the "Hepatitis A
Litigation"). Mr. Hall agrees to provide such information and assistance
as O'Charley's and its legal counsel shall reasonably request regarding
matters related to his responsibilities while employed by O'Charley's and
to assist in O'Charley's defense of the Hepatitis A Litigation, it being
understood that such assistance shall not unreasonably interfere with Mr.
Hall's other business responsibilities following the date hereof.
O'Charley's agrees to indemnify and advance expenses to Mr. Hall in the
event he is made a party to a proceeding related to the Hepatitis A
Litigation from and after the Effective Date to the same extent as if Mr.
Hall continued to be an employee of O'Charley's.

13. O'Charley's will provide to Mr. Hall the following:

(a) Fourteen months of salary continuation, including car and gas
allowance at the existing rate, at the rate of $4,614.62 per week,
to be paid weekly, for the period of June 28, 2004 to August 28,
2005, and from which O'Charley's will make applicable legal
withholdings;

(b) If Mr. Hall elects to continue health insurance coverage pursuant to
his "COBRA" right after the Effective Date, O'Charley's will pay the
premiums for such coverage during the twelve month period following
the Effective Date ending June 26, 2005.

(c) O'Charley's will reimburse Mr. Hall for the fees of legal counsel
engaged by Mr. Hall to review the terms of this Agreement, not to
exceed $3,000.

14. Attached as Schedule A is a listing of all stock options and restricted
stock awards held by Mr. Hall as of the Effective Date. Mr. Hall agrees
that Schedule A accurately reflects all equity awards and their respective
terms held by him as of the date hereof and as amended hereby. All such
awards were granted pursuant to the terms of the O'Charley's 2000 Stock
Incentive or O'Charley's 1990 Employee Stock Plan. Pursuant to such plans,
upon the Effective Date, each of the stock options and restricted stock
awards would automatically terminate; however, notwithstanding the
provisions of such plans, O'Charley's agrees that 3,462 of the 9,890
shares subject to the Restricted Stock Award dated February 19, 2003 shall
vest as of the Effective Date and to extend until June 30, 2005 the time
within which Mr. Hall shall have the right to exercise any and all stock
options listed on Schedule A to the extent they are exercisable as of the
Effective Date (it being understood that all or any portion of any stock
options, restricted stock awards or other equity based awards which are
not exercisable or vested as of the Effective Date shall terminate as of
such date in accordance with their terms).

15. Mr. Hall is a party to a Secured Promissory Note dated February 13, 2002
(the "Note") pursuant to which he is obligated to pay O'Charley's the
principal amount of $74,000 plus accrued interest. The Note shall remain
in full force and effect notwithstanding the termination of Mr. Hall's
employment and the provisions of this Agreement and, accordingly, Mr. Hall
agrees to pay the entire outstanding principal balance, together with

all accrued and unpaid interest, under the Note on February 13, 2005 in
accordance with the terms of the Note.

16. Mr. Hall represents that he has not heretofore assigned or transferred, or
purported to assign or transfer to any person or entity, any claim or any
portion thereof or interest therein.

17. Mr. Hall represents and acknowledges that in executing this Agreement he
does not rely and has not relied upon any other representation or
statement made by any of the Released Parties or by any of the Released
Parties' agents, representatives or attorneys, except as set forth herein,
with regard to the subject matter, basis or effect of this Agreement.

18. Mr. Hall agrees to maintain absolute confidentiality and secrecy
concerning the terms of this Agreement and the circumstances leading to
this Agreement, and he will not reveal, or disseminate by publication in
any manner whatsoever, this document or any matter pertaining to it to any
other person, including, but not limited to, any past or present employees
of O'Charley's or any media representative except as required by legal
process. This confidentiality provision does not apply to communications
necessary between legal and financial planners or tax preparers or spouse
so long as Mr. Hall requires those persons to accept the terms of this
confidentiality agreement before being provided the information contained
herein.

19. This Agreement shall be binding upon O'Charley's, Mr. Hall and upon Mr.
Hall's heirs, administrators, representatives, executors, successors, and
assigns, and shall inure to the benefit of the Released Parties and each
of them, and to their heirs, administrators, representatives, executor,
successors and assigns.

20. This Agreement shall in all respects be interpreted, enforced and governed
under the laws of the State of Tennessee.

21. Mr. Hall shall have seven (7) days following the execution of this
Agreement during which to revoke the Agreement. This Agreement shall
become effective and irrevocable only after the seven (7) day period has
expired and only absent a timely and effective revocation.

22. Should any provision of this Agreement be declared or be determined by any
court to be illegal or invalid, the validity of the remaining parts,
terms, or provisions shall not be affected thereby and said illegal or
invalid part, term or provision shall be deemed not to be a part of this
Agreement.

23. Should litigation arise in relation to this Agreement, then the prevailing
party shall recover from the other the entire amount of fees, expenses and
costs, including, but not limited to, attorney fees, depositions, travel,
expert costs, and the like.

24. This Agreement sets forth the entire agreement between the parties hereto.

O'CHARLEY'S INC.

By: /s/ Gregory L. Burns
--------------------------------

WILLIAM E. HALL, JR.

/s/ William E. Hall, Jr.
--------------------------------
Date: 6/24/04

SCHEDULE A

LIST OF EQUITY AWARDS

NUMBER OF
SHARES
GRANT EXERCISE SHARES SUBJECT EXERCISABLE ON
TYPE OF AWARD DATE PRICE TO AWARD EFFECTIVE DATE
- -------------------------- ---------- -------- -------------- --------------

Non-Qualified Stock Option 11/12/1997 $11.33 45,000 42,863

Non-Qualified Stock Option 2/17/1999 $15.25 50,000 35,125

Restricted Stock Award 2/13/2002 N/A 7,085 2,363

Non-Qualified Stock Option 2/19/2003 $21.19 19,780 4,945

Restricted Stock Award 2/19/2003 N/A 9,890 3,462