ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;

          APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
          OFFICERS




(e)    Compensatory Arrangements of Certain Officers.

Restoration of Base Salary for Named Executive Officers and Cash Compensation of Non-Employee Directors

As previously disclosed, in response to the impacts of COVID-19 on the business of The Cheesecake Factory Incorporated (the "Company"), our Chief Executive Officer ("CEO") and other named executive officers (as defined in the proxy statement for our 2019 annual meeting of stockholders, filed with the Securities and Exchange Commission on April 18, 2019) ("NEOs") elected, and the Compensation Committee (the "Compensation Committee") of our Board of Directors (the "Board") approved, a reduction in their 2020 base salaries by 20% effective April 1, 2020. In addition, our Board elected to take a 20% reduction in annual cash retainer fees.

On September 2, 2020, the Compensation Committee approved the restoration of our CEO's and other NEOs' base salaries from the previously disclosed reduced levels that have been in effect since April 1, 2020, and the Board approved the restoration of all elements of cash compensation payable to non-employee directors under the Company's Director Compensation Program to the amounts previously approved by the Board, effective September 15, 2020.

Adoption of Amendment and Restatement of the Company's 2015 Amended and Restated Performance Incentive Plan

On September 2, 2020, the Board also adopted and approved an amendment and restatement of the Company's 2015 Amended and Restated Performance Incentive Plan (as amended and restated, the "Amended 2015 Plan") to enhance the Compensation Committee's flexibility with respect to the operation and administration of the Amended 2015 Plan, in part by amending certain provisions related to Section 162(m) of the Internal Revenue Code which are no longer relevant to the preservation of tax deductibility of certain executive compensation, including removing requirements relating to the timing of setting performance targets, removing limitations on the performance objectives upon which bonuses may be based and removing the limitation that the Compensation Committee may only exercise discretion to reduce (but not increase) the amount of any bonus payable under the Plan.

The foregoing description of the Amended 2015 Plan contained herein does not purport to be complete and is qualified in its entirety by reference to the Amended 2015 Plan which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Approval of Revised Strategic Objectives

Under the Company's 2020 annual bonus program previously approved by the Compensation Committee under the Amended 2015 Plan, our NEOs are eligible to receive an annual cash performance incentive bonus ("Bonus"), 75% of which is based on our performance against specific financial objectives and 25% of which is based on our achievement of specific strategic objectives. In accordance with our regular practice, in February 2020, the Compensation Committee established the specific strategic and financial objectives applicable to our fiscal year 2020 performance. Due to the COVID-19 pandemic, and in order to focus the Company on its new strategic priorities within the context of COVID-19, on September 2, 2020, the Compensation Committee approved modifications to the strategic objectives applicable to the component representing 25% of the 2020 Bonus.

Item 9.01. Financial Statements and Exhibits.

(d)  Exhibits.



Exhibit No.   Description
   10.1         2015 Amended and Restated Performance Incentive Plan, as amended and
              restated on September 2, 2020
   104.1      Cover Page Interactive Data File (embedded within the inline XBRL
              document)

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