Sample Business Contracts

Employment Agreement - Cheesecake Factory Inc. and Linda Candioty

Employment Forms

  • Employment Agreement. Employers can customize an employment agreement that states the salary, benefits, working hours and other important provisions for their new or existing employee.
  • Consulting Agreement. Answer simple questions to build a contract with a consultant. Specify the services rendered, when payment is due, as well as IP rights.
  • Commission Agreement. Employers who compensate their sales employees based on commissions can prepare an agreement to reduce misunderstandings by specifying the base salary and how commissions are calculated.
  • Executive Employment Agreement. Companies may offer their business executives a contract that is different from the one provided to their regular employees. Executive employment agreements may be more complex because the compensation structure may include a combination of salary and commissions, provide for bonuses based on sales, stock or other financial targets, and include non-compete, confidentiality and severance provisions.
  • Sales Representative Contract. Independent sales representatives offer companies the potential to increase the sale of products or services without the burden of increasing headcount. Both parties should understand how commissions are calculated, when commissions will be paid, as well as how the representative will treat confidential information from the company and whether the representative may also sell a competing line of products or services.
  • More Employment Agreements

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                             EMPLOYMENT AGREEMENT

     This EMPLOYMENT AGREEMENT (the "Agreement") is entered into this 15th 
day of January, 1998, between THE CHEESECAKE FACTORY INCORPORATED (the 
"Company") and LINDA CANDIOTY (the "Employee").

     WHEREAS, the Board of Directors of the Company (the "Board") has 
approved and authorized the entry into this Agreement with the Employee; and

     WHEREAS, the parties desire to enter into this Agreement setting forth 
the terms and conditions for the employment of Employee with the Company.

     NOW, THEREFORE, in consideration of the promises and mutual covenants 
and agreements herein contained and intending to be legally bound hereby, the 
Company and the Employee hereby agree as follows:

     1.   EMPLOYMENT.  The Employee is employed as an Executive Vice 
President of the Company from the date of this Agreement until such 
employment is terminated in accordance with Section 9.  The Employee shall 
have such duties and responsibilities as may be designated to her by the 
Board from time to time. Employee shall report directly to the Chief 
Executive Officer of the Company. Employee shall devote substantially all her 
time, attention and energies to the business and affairs of the Company and 
its subsidiaries.

     2.   SALARY.  The Company shall pay the Employee a salary at an annual 
rate of $210,000, with such salary to be increased at such times, if any, and 
in such amounts as determined by the Board ("Base Salary").  Such salary 
shall be payable by the Company to the Employee in substantially equal 
installments not less frequently than bi-weekly.  Participation in deferred 
compensation, discretionary bonus, retirement, stock option and other 
employee benefit plans and in fringe benefits shall not reduce the salary 
payable to the Employee under this Section 2.

Employee shall be entitled to participate equitably with other officers to 
the extent of her position, tenure and salary in any plan of the Company 
relating to options, bonuses, stock purchases, pension, thrift, profit 
sharing, life insurance, disability insurance, medical coverage, education, 
severance or so called "golden parachute" payments, or other retirement or 
employee benefits that the Company has adopted or may adopt for the benefit 
of its officers.

     4.   FRINGE BENEFITS.  The Employee shall be entitled to receive all 
other fringe benefits which now or may be provided to the Company's executive 


     5.   AUTOMOBILE.  The Company shall provide the Employee, at her option, 
a non-accountable car allowance of $1000 per month, or participation in the 
Company's car leasing plan.

     6.   VACATION.  The Employee shall be entitled to an annual paid 
vacation in accordance with the Company's general administrative policy.

     7.   BUSINESS EXPENSES.  During such time as the Employee is rendering 
services hereunder, the Employee shall be entitled to incur and be reimbursed 
for all reasonable business expenses, including but not limited to mobile 
telephone charges.  The Company agrees that it will reimburse the Employee 
for all such expenses upon the presentation by the Employee, from time to 
time, of an itemized account of such expenditures setting forth the date, the 
purposes for which incurred, and the amounts thereof, together with such 
receipts showing payments in conformity with the Company's established 
policies.  Reimbursement shall be made within a reasonable period not to 
exceed thirty days after the Employee's submission of an itemized account.

     8.   INDEMNITY.  The Company shall indemnify and hold the Employee 
harmless from any cost, expense or liability arising out of or relating to 
any acts or decisions made by the Employee on behalf of or in the course of 
performing services for the Company to the same extent the Company 
indemnifies and holds harmless other officers and directors of the Company 
and in accordance with the Company's established policies.  The Company 
agrees to maintain Directors and Officers Liability Insurance if such 
insurance shall be available at rates and on terms reasonably acceptable to 
the Board.

     9.   TERMINATION.

          (a)  DEATH.  This Agreement shall terminate upon the Employee's 
death. Employee's estate shall be entitled to any unpaid pro rata salary 
earned prior to such death and a lump sum payment of the pro rata portion of 
Employee's Incentive Plan award for the fiscal year, if any, when paid to all 
other participants.

          (b)  DISABILITY.  If, as a result of the Employee's incapacity due 
to physical or mental illness, she shall have been absent from the full-time 
performance of substantially all of her material duties with the Company for 
90 consecutive days or 180 days within any 12-month period, her employment 
may be terminated by the Company for "Disability."  Termination shall occur 
30 days after a notice of a written termination is delivered to Employee by 
the Company. Employee shall be entitled to any unpaid pro rata salary earned 
prior to such "Disability" and a lump sum payment of the pro rata portion of 
Employee's Incentive Plan award for the fiscal year, if any, when paid to all 
other participants, and all benefits and rights provided under any applicable 
stock option plan and disability plan.  The Company will pay Employee's COBRA 
payments for the maximum term for Employee and her dependents.



          (c)  CAUSE.  Subject to the notice provisions set forth below, the 
Company may terminate the Employee's employment for "Cause" at any time. 
"Cause" shall mean termination upon:  (1) the willful failure by the Employee 
to substantially perform her duties with the Company for a reasonable period 
of time (other than any such failure resulting from her incapacity due to 
physical or mental illness), after a written demand for substantial 
performance is delivered to her by the Board, which demand specifically 
identifies the manner in which the Board believes that she has not 
substantially performed her duties; (2) the Employee's willful misconduct 
that is demonstrably and materially injurious to the Company, monetarily or 
otherwise; or (3) the Employee's commission of such acts of dishonesty, 
fraud, misrepresentation or other acts of moral turpitude as would prevent 
the effective performance of her duties.  For purposes of this subsection 
(c), no act, or failure to act, on the Employee's part shall be deemed 
"willful" unless done, or omitted to be done, by her not in good faith and 
without the reasonable belief that her action or omission was in the best 
interest of the Company.  Notwithstanding the foregoing, the Employee shall 
not be deemed to have been terminated for Cause unless and until there shall 
have been delivered to her a copy of a resolution duly adopted by the 
affirmative vote of a majority of the members of the Board at a meeting of 
such members finding that she has engaged in the conduct set forth above in 
this subsection (c) and specifying the particulars thereof in detail.  
Employee shall be entitled to any unpaid pro rata salary earned prior to 
termination under this paragraph (c).

          (d)  WITHOUT CAUSE.  This Agreement and the Employee may be 
terminated for any reason without cause by the Company at any time.  In such 
case, the Employee shall be entitled to (i) any unpaid pro rata salary earned 
up to the date of termination, (ii) immediate vesting of any options granted 
to Employee under its stock option plans, (iii) a lump-sum payment of the pro 
rata portion of Employee's Incentive Plan award for the fiscal year, if any, 
when awards are paid to all other plan participants, and (iv) any amounts 
accrued and unpaid under any plan or benefit of which Employee is a 

          (e)  BY EMPLOYEE.  Employee may terminate this Agreement upon 60 
days written notice to the Company and shall be entitled to any unpaid pro 
rata salary earned up to the date of termination.  In case of a "change in 
control" Employee may terminate this Agreement at any time within 180 days by 
written notice after such "change in control" and Employee shall be entitled 
to any unpaid pro rata salary earned up to the date of termination plus a 
lump-sum payment in an amount equal to two year's base salary then in effect. 
 "Change of Control" shall mean (i) any reorganization, merger or 
consolidation of the Company with one or more corporations where the Company 
is the surviving corporation and the stockholders of the Company immediately 
prior to such transaction do not own at least 80% of the Company's Common 
Stock immediately after such transaction, (ii) any reorganization, merger or 
consolidation of the Company with one or more corporations where the Company 
is not the surviving corporation, (iii) a sale of substantially all of the 
Company's assets, or (iv) a sale of 80% or more of the then outstanding 
shares of Common Stock of the Company.



          (f)  NOTICE AND DATE OF TERMINATION.  Any termination of the 
Employee's employment by the Company or by the Employee shall be communicated 
by written Notice of Termination to the other party hereto in accordance with 
Section 12.  "Notice of Termination" shall mean a notice that indicates the 
specific termination provision in this Agreement relied upon and sets forth 
in reasonable detail the facts and circumstances claimed to provide a basis 
for the termination of the Employee's employment under the provision so 
indicated. Unless otherwise provided Employee's employment is terminated upon 
the date set forth in the Notice of Termination.  For purposes of this 
Agreement, the term of this Agreement shall end on the effective date of 
Employee's termination as provided in the foregoing notice or, if no 
effective date is provided, the date such notice is received by Employee.

     10.  ASSIGNMENT.

          (a)  This Agreement is personal to each of the parties hereto.  No 
party may assign or delegate any rights or obligations hereunder without 
first obtaining the written consent of the other party hereto, except that 
this Agreement shall be binding upon and inure to the benefit of any 
successor corporation to the Company.

          (b)  The Company shall require any successor (whether direct or 
indirect, by purchase, merger, consolidation or otherwise) to all or 
substantially all of the business and/or assets of the Company to expressly 
assume and agree to perform this Agreement in the same manner and to the same 
extent that the Company would be required to perform as if no such succession 
had taken place.  As used in this Agreement, "Company" shall mean the Company 
as hereinbefore defined and any successor to its business and/or assets as 
aforesaid which assumes this Agreement by operation of law, or otherwise.

          (c)  This Agreement shall inure to the benefit of and be 
enforceable by the Employee and her personal or legal representatives, 
executors, administrators, successors, heirs, distributees, devisees and 


          (a)  During the term of this Agreement and thereafter, the Employee 
shall not, except as may be required to perform her duties hereunder or as 
required by applicable law, disclose to others for use, whether directly or 
indirectly, any Confidential Information regarding the Company.  
"Confidential Information" shall mean information about the Company, its 
subsidiaries and affiliates, and their respective clients and customers that 
is not available to the general public and that was learned by the Employee 
in the course of her employment by the Company, including (without 
limitation) any data, formulae, information, proprietary knowledge, trade 
secrets and client and customer lists and all papers, resumes, records and 
the documents containing such Confidential Information.  The Employee 
acknowledges that such Confidential Information is specialized, unique in 
nature and of great value to the Company, and that such information gives the 
Company a competitive advantage.  Upon the termination of her employment, the 
Employee will



promptly deliver to the Company all documents (and all copies thereof) 
containing any Confidential Information.

          (b)  NONCOMPETITION.  Except as otherwise provided herein, the 
Employee agrees that during the term of this Agreement she will not, directly 
or indirectly, without the prior written consent of the Company, provide 
consulting service with or without pay, own, manage, operate, join, control, 
participate in, or be connected as a stockholder, partner, or otherwise with 
any business, individual, partner, firm, corporation, or other entity which 
is then in competition with the Company or any present affiliate of the 
Company; provided, however, that the "beneficial ownership" by the Employee, 
either individually or as a member of a "group," as such terms are used in 
Rule 13d of the General Rules and Regulations under the Securities Exchange 
Act of 1934 ("Exchange Act"), of not more than 1% of the voting stock of any 
corporation shall not be a violation of this Agreement.  It is further 
expressly agreed that the Company will or would suffer irreparable injury if 
the Employee were to compete with the Company or any subsidiary or affiliate 
of the Company in violation of this Agreement and that the Company would by 
reason of such competition be entitled to injunctive relief in a court of 
appropriate jurisdiction, and the Employee further consents and stipulates to 
the entry of such injunctive relief in such a court prohibiting the Employee 
from competing with the Company or any subsidiary or affiliate of the Company 
in violation of this Agreement.

          (c)  RIGHT TO COMPANY MATERIALS.  The Employee agrees that all 
styles, designs, recipes, lists, materials, books, files, reports, 
correspondence, records, and other documents ("Company Material") used, 
prepared, or made available to the Employee, shall be and shall remain the 
property of the Company.  Upon the termination of her employment or the 
expiration of this Agreement, all Company Materials shall be returned 
immediately to the Company, and Employee shall not make or retain any copies 

          (d)  ANTISOLICITATION.  The Employee promises and agrees that 
during the term of this Agreement, and for a period of two years thereafter, 
she will not influence or attempt to influence employees, customers, 
franchisees, landlords, or suppliers of the Company or any of its present or 
future subsidiaries or affiliates, either directly or indirectly, to divert 
their employment or business to or with any individual, partnership, firm, 
corporation or other entity then in competition with the business of the 
Company, or any subsidiary or affiliate of the Company.

     12.  NOTICE.  For the purpose of this Agreement, notices and all other 
communications provided for in this Agreement shall be in writing and shall 
be deemed to have been duly given when delivered or mailed by United States 
certified or registered mail, return receipt requested, postage prepaid, 
addressed to the respective addresses set forth below, or to such other 
addresses as either party may have furnished to the other in writing



in accordance herewith, except that notice of a change of address shall be 
effective only upon actual receipt:

               Company:               The Cheesecake Factory Incorporated
                                      26950 Agoura Road
                                      Calabasas Hills, California  91301

               with a copy to:        the Secretary of the Company;

               Employee:              Linda J. Candioty
                                      3696 Dixie Canyon Ave.
                                      Sherman Oaks CA 91423

     13.  AMENDMENTS OR ADDITIONS.  No amendment or additions to this 
Agreement shall be binding unless in writing and signed by both parties 

     14.  SECTION HEADINGS.  The section headings used in this Agreement are 
included solely for convenience and shall not affect, or be used in 
connection with, the interpretation of this Agreement.

     15.  SEVERABILITY.  The provisions of this Agreement shall be deemed 
severable and the invalidity or unenforceability of any provision shall not 
affect the validity or enforceability of the other provisions hereof.

     16.  COUNTERPARTS.  This Agreement may be executed in counterparts, each 
of which shall be deemed to be an original, but both of which together will 
constitute one and the same instrument.

     17.  ARBITRATION.  Any dispute or controversy arising under or in 
connection with this Agreement shall be settled exclusively by arbitration, 
conducted before a panel of three arbitrators in Los Angeles, California, in 
accordance with the rules of the American Arbitration Association then in 
effect.  Judgment may be entered on the arbitrator's award in any court 
having jurisdiction; provided, however, that the Employee shall be entitled 
to seek specific performance of her right to be paid until the Date of 
Termination during the pendency of any dispute or controversy arising under 
or in connection with this Agreement.

     18.  MISCELLANEOUS.  No provision of this Agreement may be modified, 
waived or discharged unless such waiver, modification or discharge is agreed 
to in writing and signed by the Employee and such officer as may be 
specifically designated by the Board.  No waiver by either party hereto at 
any time of any breach by the other party hereto of, or compliance with, any 
condition or provision of this Agreement to be performed by such other party 
shall be deemed a waiver of similar or dissimilar provisions or conditions at 
the same or at any prior or subsequent time.  No agreements or 
representations, oral or otherwise, express or implied, with respect to the 
subject matter hereof have been made by



either party which are not expressly set forth in this Agreement.  The 
validity, interpretation, construction and performance of this Agreement 
shall be governed by the laws of the State of California without regard to 
its conflicts of law principles.  All references to sections of the Exchange 
Act shall be deemed also to refer to any successor provisions to such 

     Any payments provided for hereunder shall be paid net of any applicable 
withholding required under federal, state or local law.  Sections 11 and 17 
shall survive the expiration of this Agreement.

     IN WITNESS WHEREOF, each of the parties hereto has executed this 
Agreement on the date first indicated above.

                                         THE CHEESECAKE FACTORY INCORPORATED

                                         By: /s/
                                             DAVID OVERTON
                                             Chief Executive Officer


                                             Linda J. Candioty