O CHARLEYS INC
RESTRICTED STOCK UNIT AGREEMENT/GREGORY BURNS
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<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>g76731exv10w1.txt
<DESCRIPTION>RESTRICTED STOCK UNIT AGREEMENT/GREGORY BURNS
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                                                                   EXHIBIT 10.1


                                O'CHARLEY'S INC.

                        RESTRICTED STOCK UNIT AGREEMENT

         This RESTRICTED STOCK UNIT AGREEMENT (the "Agreement") is by and
between O'Charley's Inc., a Tennessee corporation (the "Company"), and Gregory
L. Burns (the "Grantee").

         Section 1.        Restricted Stock Unit Award. The Grantee is hereby
granted 17,714 restricted stock units (the "Restricted Stock Units"). Each
Restricted Stock Unit represents the right to receive one share of the
Company's common stock, no par value per share (the "Common Stock"), subject to
the terms and conditions of this Agreement and the O'Charley's 2000 Stock
Incentive Plan (the "Plan").

         Section 2.        Vesting of Restricted Stock Units and Issuance of
Common Stock. For each of the 2002, 2003 and 2004 fiscal years of the Company,
the Compensation Committee of the Board of Directors of the Company shall
establish a target for earnings per share (the "Earnings Target"). On or prior
to March 31 following the end of the 2002, 2003 and 2004 fiscal years of the
Company, the Compensation Committee shall determine whether the Earnings Target
for that fiscal year has been achieved. In the event the Company achieves the
Earnings Target for that fiscal year, one-third of the Restricted Stock Units
will vest and the Company shall issue one share of Common Stock to the Grantee
for each vested Restricted Stock Unit. In the event the Company fails to
achieve the Earnings Target for any fiscal year, the Restricted Stock Units
that would have vested during that fiscal year shall not vest and the Common
Stock that would have been issued during that fiscal year shall not be issued
and all rights thereto shall be forfeited to the Company.

         Section 3.        Distribution of Common Stock. As soon as practicable
after the Restricted Stock Units shall have vested as set forth in Section 2,
the Company shall issue certificates representing the Common Stock underlying
the vested Restricted Stock Units. The shares of Common Stock issued upon
vesting of the Restricted Stock Units shall be subject to the terms of the
Pledge and Security Agreement, dated the date hereof, between the Company and
Grantee (the "Pledge Agreement"), and the certificates representing such shares
of Common Stock shall be held by the Company pursuant to the terms of the
Pledge Agreement. As a condition to the issuance of shares of Common Stock upon
vesting of the Restricted Stock Units, Grantee shall deliver to the Company a
stock power, executed in blank, with respect to such shares.

         Section 4.        Voting Rights and Dividends. The Grantee shall not
have any voting or dividend rights with respect to the Common Stock underlying
the Restricted Stock Units prior to the vesting of the Restricted Stock Units
and the issuance of the Common Stock as set forth in Section 2.

         Section 5.        Termination. In the event that the employment of
Grantee by the Company (or any Subsidiary or Affiliate of the Company) shall
terminate for any reason, no further vesting of Restricted Stock Units shall
occur after the date of the termination of Grantee's employment. Any Restricted
Stock Units that have not vested prior to the date of the termination of
Grantee's


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employment shall be forfeited and Grantee shall have no further rights with
respect to such Restricted Stock Units.

         Section 6.        Tax Withholding. The Company may withhold from any
distribution of Common Stock an amount of Common Stock equal to such federal,
state or local taxes as shall be required to be withheld pursuant to any
applicable law or regulation, unless the Company agrees to accept a payment of
cash (or to withhold from other wages payable to Grantee) in the amount of such
withholding taxes.

         Section 7.        Change of Control. Upon the occurrence of a Change
in Control or a Potential Change in Control as defined in Section 10 of the
Plan, all Restricted Stock Units shall be deemed vested and the restrictions
under the Plan and this Agreement with respect to the Restricted Stock Units
shall automatically expire and shall be of no further force or effect, and the
Company shall issue the shares of Common Stock underlying the Restricted Stock
Units.

         Section 8.        Stock Subject to Award. In the event that the shares
of Common Stock of the Company should, as a result of a stock split or stock
dividend or combination of shares or any other change, redesignation, merger,
consolidation, recapitalization or otherwise, be increased or decreased or
changed into or exchanged for a different number or kind of shares of stock or
other securities of the Company or of another corporation, the number of
unvested Restricted Stock Units that have been awarded to Grantee shall be
appropriately adjusted to reflect such action. If any such adjustment shall
result in a fractional share, such fraction shall be disregarded.

         Section 9.        No Right to Continued Employment. This Agreement
shall not be construed as giving the Grantee the right to be retained in the
employ of the Company (or any Subsidiary or Affiliate of the Company), and the
Company (or any Subsidiary or Affiliate of the Company) may at any time dismiss
the Grantee from employment, free from any liability or any claim under the
Plan.

         Section 10.       Governing Provisions. This Agreement is made under
and subject to the provisions of the Plan, and all of the provisions of the
Plan are also provisions of this Agreement. If there is a difference or
conflict between the provisions of this Agreement and the provisions of the
Plan, the provisions of the Plan will govern. By signing this Agreement, the
Grantee confirms that he or she has received a copy of the Plan.

         Section 11.       Miscellaneous.

                  11.1     Entire Agreement. This Agreement and the Plan
contain the entire understanding and agreement between the Company and the
Grantee concerning the Restricted Stock Units granted hereby, and supersede any
prior or contemporaneous negotiations and understandings. The Company and the
Grantee have made no promises, agreements, conditions, or understandings
relating to the Restricted Stock Units, either orally or in writing, that are
not included in this Agreement or the Plan.


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                  11.2     Captions. The captions and section numbers appearing
in this Agreement are inserted only as a matter of convenience. They do not
define, limit, construe, or describe the scope or intent of the provisions of
this Agreement.

                  11.3     Counterparts. This Agreement may be executed in
counterparts, each of which when signed by the Company and the Grantee will be
deemed an original and all of which together will be deemed the same Agreement.

                  11.4     Notice. Any notice or communication having to do
with this Agreement must be given by personal delivery or by certified mail,
return receipt requested, addressed, if to the Company, to the principal office
of the Company, and, if to the Grantee, to the Grantee's last known address
provided by the Grantee to the Company.

                  11.5     Amendment. This Agreement may be amended by the
Company, provided that unless the Grantee consents in writing, the Company
cannot amend this Agreement if the amendment will materially change or impair
the Grantee's rights under this Agreement and such change is not to the
Grantee's benefit.

                  11.6     Successors and Assignment. Each and all of the
provisions of this Agreement are binding upon and inure to the benefit of the
Company and the Grantee and their heirs, successors, and assigns. However,
neither the right to receive the Restricted Stock Units and the Common Stock
underlying the Restricted Stock Units nor this Agreement may be assigned or
transferred except as otherwise set forth in this Agreement or the Plan.

                  11.7     Governing Law. This Agreement shall be governed and
construed exclusively in accordance with the laws of the State of Tennessee
applicable to agreements to be performed in the State of Tennessee.


                          [Signature page to follow.]


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         IN WITNESS WHEREOF, the Company and the Grantee have executed this
Agreement to be effective as of February 13, 2002.


                                    O'CHARLEY'S INC.


                                    By: /s/ Steven J. Hislop
                                       ----------------------------------------
                                    Title: President
                                          -------------------------------------


                                    /s/ Gregory L. Burns
                                    -------------------------------------------
                                    Gregory L. Burns


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