EXHIBIT 10.57
O'CHARLEY'S INC. (THE "COMPANY")
SUMMARY OF DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION
I. DIRECTOR COMPENSATION. Directors who are employees of the Company do
not receive additional compensation for serving as directors of the Company. The
following table sets forth current rates of cash compensation for the Company's
non-employee directors.
Annual Retainer $15,000 (payable in quarterly installments)
Fee for attending each Board or
Committee meeting in person
(other than Executive Committee
meetings) $3,000
Fee for attending each Board or
Committee meeting by telephone
(other than Executive Committee
meetings) $500
Additional annual fee for each
non-employee member of the Executive
Committee $12,000 (payable in quarterly installments)
Additional annual fee for the Audit
Committee Chair, Compensation and Human
Resources Committee Chair and Nominating
and Corporate Governance Committee Chair $4,000 (payable in quarterly installments)
</Table>
In accordance with the terms of the Company's 2000 Stock Incentive
Plan, the Board has decided to reduce to zero the number of outside director
options to be granted during 2006 (including, without limitation, grants that
would otherwise be made to new directors and grants that would be made to
incumbent directors on the date of the 2006 annual meeting). Pursuant to the
Board's action, each non-employee director will receive a grant of 5,625 shares
of restricted stock (under the terms of the 2000 Stock Incentive Plan) on the
date of his or her initial election or appointment to the Board. These shares
will vest in three equal, annual installments beginning on the date of the next
annual meeting of shareholders following the date of grant. In addition, on the
date of each annual meeting of shareholders, each non-employee director who will
continue as a director following such meeting will receive a grant of 3,000
shares of restricted stock (under the terms of the 2000 Stock Incentive Plan).
These shares will vest in three equal, annual
installments beginning on the date of the next annual meeting of shareholders
following the date of grant.
II. NAMED EXECUTIVE OFFICER COMPENSATION. The following table sets forth
the current base salaries provided to the Company's Chief Executive Officer and
four most highly compensated executive officers.
<Table>
<Caption>
EXECUTIVE OFFICER CURRENT SALARY
----------------- --------------
Gregory L. Burns $550,000
Jeffrey D. Warne $400,000
Lawrence E. Hyatt $370,000
Randall C. Harris $340,000
John R. Grady $300,000
</Table>
The Company's Chief Executive Officer and four most highly compensated
executive officers are also eligible to receive cash incentive bonuses for
fiscal 2006 performance. The bonus payable to each such officer (as a percentage
of such officer's base salary) at threshold, target and superior levels of
performance is as follows:
<Table>
<Caption>
EXECUTIVE OFFICER THRESHOLD TARGET SUPERIOR
----------------- --------- ------ --------
Gregory L. Burns 45% 90% 180%
Jeffrey D. Warne 35% 70% 140%
Lawrence E. Hyatt 34% 67% 134%
Randall C. Harris 30% 60% 120%
John R. Grady 30% 60% 120%
</Table>
For Messrs. Burns, Hyatt and Harris, the performance targets are based
entirely on attaining specified levels of corporate operating income. For
Messrs. Warne and Grady, the performance targets are based 20% on attaining
specified levels of corporate operating income, 70% on attaining specified
levels of concept operating income (O'Charley's and Ninety Nine, respectively)
and 10% on attaining individual performance goals established for each such
officer.
In addition to the annual cash incentive bonus opportunity, the
Company's Chief Executive Officer and four most highly compensated executive
officers are also eligible to receive incentive bonuses under the Company's
2006-2007 Special Incentive Plan for
Extraordinary Performance. The plan, which is a two-year program, will provide
additional bonuses to such officers in the event the Company achieves or exceeds
the superior level of corporate operating income (after giving effect to the
payment of cash bonuses). For any awards payable to these officers, 50% of the
bonus earned will be payable in cash and 50% will be payable in the form of
restricted stock with a two-year vesting period. Depending upon the Company's
performance for the two-year period, each officer's actual award could range
from zero to two times such officer's target award amount. For Mr. Burns, the
target award amount for 2006-2007 is $400,000. For each of the other named
executive officers, the target award amount for 2006-2007 is $300,000. The
target operating income goal under the plan will be 5% higher than the Company's
superior goal for its annual cash incentive bonus program, with a threshold for
any payment beginning at the superior level of performance. Each such officer
will be eligible to receive an interim payment if the Company achieves its 2006
target operating income goal. In the event the Company achieves its 2006-2007
target operating income goal under this plan, each officer will also be eligible
to receive an additional 10% of such officer's target award amount if the
Company achieves certain guest satisfaction goals.
In addition to their base salaries and bonus potential, the Company's
Chief Executive Officer and four most highly compensated executive officers are
also eligible to:
- participate in the Company's long-term incentive program,
which currently involves the award of performance based
restricted stock pursuant to the Company's 2000 Stock
Incentive Plan;
- receive a $25,000 per year car allowance;
- participate in the Company's Deferred Compensation Plan; and
- participate in the Company's broad-based benefit programs
generally available to its salaried employees, including
health, disability and life insurance programs.