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EXHIBIT 10.1
FOURTH AMENDMENT TO THE O'CHARLEY'S INC.
1990 EMPLOYEE STOCK PLAN
Section 5(e) of the 1990 Employee Stock Plan shall be deleted and
restated as follows:
(e) Transferability of Options. No Non-Qualified Stock Option
shall be transferable by the optionee without the prior written consent
of the Committee other than (i) transfers by the Optionee to a 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. No Incentive Stock
Option shall be transferable by the optionee otherwise than by will or
by the laws of descent and distribution and all Incentive Stock Options
shall be exercisable, during the optionee's lifetime, only by the
optionee. For purposes of this Section 5(e), "Immediate Family" shall
mean any child, stepchild, grandchild, parent, stepparent, grandparent,
spouse, sibling, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law, or sister-in-law, and shall include
adoptive relationships.
Dated: May 4, 2000
