Ownership Plan (2000)Full Document 

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                              CHUX OWNERSHIP PLAN

                                   ARTICLE I



O'Charley's Inc., a Tennessee corporation ("O'Charley's") with principal offices
located in Nashville, Tennessee, amends and restates the following employee
stock purchase plan for its eligible employees, effective on October 1, 1999,
except as otherwise expressly provided herein. This Plan, known as the CHUX
Ownership Plan, was originally effective October 1, 1993 in accordance with a
document executed August 10, 1993.


The purpose of this Plan is to provide an opportunity for eligible employees of
the Employer to become shareholders in O'Charley's. It is believed that
broad-based employee participation in the ownership of the business will help to
achieve the unity of purpose conducive to the continued growth of the Employer
and to the mutual benefit of its employees and shareholders.


This Plan is intended to be an employee stock purchase plan which qualifies for
favorable Federal income tax treatment under Section 423 of the Code and is
intended to comply with the provisions thereof, including the requirement of
Section 423(b)(5) of the Code that all Employees granted options to purchase
Stock under the Plan have the same rights and privileges with respect to such


This Plan is intended to comply with Rule 16b-3 under the Securities Exchange
Act of 1934, and should be interpreted in accordance therewith.

                                   ARTICLE II


As used herein, the following words and phrases shall have the meanings
specified below:

2.1  Application Date: Each October 1 and April 1.

2.2  Board of Directors: The Board of Directors of O'Charley's Inc.

2.3  Closing Market Price: The last sale price of the Stock as reported in the
NASDAQ National Market System on the date specified; or if no sales occurred on
such day, at the mean between the closing "bid" and "asked" prices on such day;
but if there should be any material alteration in the present system of
reporting sales prices of such Stock, or if


such Stock should no longer be listed on NASDAQ's National Market System, the
market value of the Stock as of a particular date shall be determined in such a
method as shall be specified by the Plan Administrator.

2.4  Code: The Internal Revenue Code of 1986, as amended from time to time.

2.5  Contribution Account: The account established on behalf of a Participant to
which shall be credited the amount of the Participant's contribution, pursuant
to Article V.

2.6  Effective Date: October 1, 1999.

2.7  Employee: Each employee of an Employer except (for periods prior to April
1, 2000):

     (i) any employee whose customary employment is twenty (20) hours per week
     or less, or

     (ii) any employee whose customary employment is for not more than five
     months in any calendar year.

2.8  Employer: O'Charley's Inc. and any corporation (i) which is a Subsidiary of
O'Charley's Inc., (ii) which is authorized by the Board of Directors to adopt
this Plan with respect to its Employees, and (iii) which adopts this Plan. The
term "Employer" shall include any corporation into which an Employer may be
merged or consolidated or to which all or substantially all of its assets may be
transferred, provided that the surviving or transferee corporation would qualify
as a subsidiary under Section 2.19 hereof and that such corporation does not
affirmatively disavow this Plan.

2.9  Exercise Date: The last trading date of the Plan Period on the NASDAQ
National Market System.

2.10  Exercise Price: The price per share of the Stock to be charged to
Participants at the Exercise Date, as determined in Section 6.3.

2.11  Five-Percent Shareholder: An Employee who owns five percent (5%) or more
of the total combined voting power or value of all classes of stock of
O'Charley's or any Subsidiary thereof. In determining this five percent test,
shares of stock which the Employee may purchase under outstanding options, as
well as stock attributed to the Employee under Section 424(d) of the Code, shall
be treated as stock owned by the Employee in the numerator, but shares of stock
which may be issued under options shall not be counted in the total of
outstanding shares in the denominator.

2.12  Grant Date: The first trading date of the Plan Period on the NASDAQ
National Market System.

2.13  NASDAQ: The National Association of Securities Dealers Automated Quotation

2.14  Participant: Any Employee of an Employer who has met the conditions for
eligibility as provided in Article IV and who has elected to participate in the

2.15  Plan: CHUX Ownership Plan.

2.16  Plan Administrator: The committee composed of one or more individuals to
whom authority is delegated by the Board of Directors to administer the Plan.
The initial committee shall be the Compensation Committee of the Board of

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