O CHARLEYS INC
EX-10.2 FORM OF STOCK OPTION AGREEMENT
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<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>g91871exv10w2.txt
<DESCRIPTION>EX-10.2 FORM OF STOCK OPTION AGREEMENT
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                                                                   EXHIBIT 10.2

                                O'CHARLEY'S INC.
                      NON-QUALIFIED STOCK OPTION AGREEMENT

         THIS STOCK OPTION AGREEMENT is made and entered into this _____ day of
________________, ____ by and between O'CHARLEY'S INC., a Tennessee corporation
(the "Company"), and ______________________________ (the "Optionee").
Capitalized terms not otherwise defined herein shall have the meaning ascribed
to such terms in the O'Charley's 2000 Stock Incentive Plan (the "Plan").

         1. Grant of Option. The Company hereby grants to Optionee a
Non-Qualified Stock Option (the "Option"), exercisable in whole or in part, to
purchase ________ shares of the Company's Common Stock for an exercise price of
$_____ per share.

         2. Option Plan. The Option is granted under the Plan and is subject to
the terms and conditions set forth in the Plan. In the event any of the
provisions hereof conflict with or are inconsistent with the provisions of the
Plan, the provisions of the Plan shall be controlling.

         3. Timing of Exercise.

                  (a) The Option shall vest and become exercisable in
_______________________ installments commencing _______________________.

                  (b) In the event of a Change in Control, the Option, to the
extent not previously exercisable and vested, will be exercisable and fully
vested automatically. The Option will expire ten years from the date of grant of
the Option with respect to any then unexercised portion thereof, unless
terminated earlier pursuant to Section 6 below.

         4. Manner of Exercise. The Option shall be exercised by the Optionee
(or other party entitled to exercise the Option under Section 6 of this
Agreement) by delivering written notice to the Company stating the number of
shares of Common Stock to be purchased, the person or persons in whose name the
shares are to be registered, and each such person's address and social security
number. Such notice shall not be effective unless accompanied by the full
purchase price for all shares so purchased. The purchase price shall be payable
in cash (payment in currency or by certified check, cashier's check, postal
money order, or wire transfer shall be considered payment in cash) or in the
form of shares of Common Stock that have been owned by the Optionee for a period
of at least six months prior to the date of exercise of the Option. In the event
of payment by shares of Common Stock, the shares used in payment of the purchase
price shall be considered payment to the extent of their Fair Market Value on
the date of exercise of the Option. At the time of payment of the purchase price
and prior to delivery of any certificate for such shares, the Optionee shall pay
to the Company in cash an amount sufficient to satisfy any federal, state, and
local withholding or other tax requirements.

         5. Nontransferability of Option. The Option shall not be transferable
by the Optionee without the prior written consent of the Committee other than
(i) transfers by the Optionee to a



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member of his or her Immediate Family or a trust for the benefit of the Optionee
or a member of his or her Immediate Family; or (ii) transfers by will or by the
laws of descent and distribution. The terms of the Option shall be binding on
the executors, administrators, heirs, and successors of the Optionee.

         6. Termination of Employment.

                  (a) Termination by Death. If the Optionee's employment by the
Company terminates by reason of death, the Option may thereafter be exercised,
to the extent the Option was exercisable at the time of death, by the legal
representative of the estate or by the legatee of the Optionee under the will of
the Optionee, for a period of one year from the date of such death or until the
expiration of the stated term of the Option, whichever period is the shorter.

                  (b) Termination by Reason of Retirement or Disability. If the
Optionee's employment by the Company terminates by reason of Retirement or
Disability, the Option may thereafter be exercised by the Optionee, to the
extent it was exercisable at the time of termination, for a period of three
years from the date of such termination of employment or until the expiration of
the stated term of the Option, whichever period is the shorter; provided,
however, that if the Optionee dies within the applicable period specified above,
any unexercised portion of the Option shall thereafter be exercisable to the
extent to which the Option was exercisable at the time of death for a period of
twelve months from the date of such death, or until the expiration of the stated
term of the Option, whichever period is shorter.

                  (c) Other Termination. If the Optionee voluntarily terminates
his employment with the Company for reasons other than Retirement or Disability,
the Option shall thereupon terminate. If the Optionee's employment in the
Company is involuntarily terminated for any reason other than death, Retirement,
or Disability, the Option shall thereupon terminate, except that the Option may
be exercised by the Optionee, to the extent otherwise then exercisable, for the
lesser of three months or the balance of the term of the Option if such
termination is not for Cause.

         7. Restrictions on Purchase and Sale of Shares. The Company shall be
obligated to sell or issue shares pursuant to the exercise of the Option only in
the event that the shares are at that time effectively registered or otherwise
exempt from registration under the Securities Act of 1933, as amended (the "1933
Act"). In the event that the shares are not registered under the 1933 Act, the
Optionee hereby agrees that, as a further condition to the exercise of the
Option, the Optionee (or his or her successor under Section 6 hereof), if the
Company so requests, will execute an agreement in form satisfactory to the
Company in which the Optionee represents that he or she is purchasing the shares
for investment purposes, and not with a view to resale or distribution. The
Optionee further agrees that if the shares of Common Stock to be issued upon the
exercise of the Option are not subject to an effective registration statement
filed with the Securities and Exchange Commission pursuant to the requirements
of the 1933 Act, such shares shall bear an appropriate restrictive legend.

         8. Adjustment. In the event of any merger, reorganization,
consolidation, recapitalization, extraordinary cash dividend, stock dividend,
stock split, or other change in corporate structure affecting the Common Stock,
the number of shares of Common Stock of the Company



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subject to the Option and the exercise price per share of such shares shall be
appropriately adjusted by the Committee.

         9. No Rights Until Exercise. The Optionee shall have no rights
hereunder as a shareholder with respect to any shares subject to the Option
until the Optionee has fully complied with Section 5(d) of the Plan.

         10. Amendment. The Committee may amend the terms of the Option,
prospectively or retroactively, but, subject to Section 8 above, no such
amendment shall impair the rights of the Optionee hereunder without the
Optionee's consent.

         11. Notices. All notices required to be given under the Option shall be
deemed to be received if delivered or mailed as provided for herein to the
parties at the following addresses, or to such other address as either party may
provide in writing from time to time:

         To the Company:
                                            O'Charley's Inc.
                                            3038 Sidco Drive
                                            Nashville, Tennessee 37204
                                            Attention:  Secretary

         To the Optionee:



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         IN WITNESS WHEREOF, the parties have caused this Stock Option Agreement
to be duly executed as of the day and year first above written.


                                          O'CHARLEY'S INC.


ATTEST:                                   By:
       ----------------------                -----------------------------------
                                          Name:
                                               ---------------------------------
                                          Title:
                                                --------------------------------


                                          Dated:
----------------------------------              --------------------------------
Optionee,
         --------------------



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