8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

December 12, 2006

THE CHEESECAKE FACTORY INCORPORATED

(Exact Name of Registrant as Specified in its Charter)

Delaware	0-20574	51-0340466
(State or other jurisdiction	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)

26901 Malibu Hills Road
Calabasas Hills, California 91301

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:
(818) 871-3000

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14.d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

ITEM 5.02  DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

In a press release dated December 18, 2006, The Cheesecake Factory Incorporated (the “Company”) announced that its Board of Directors has increased its size from five to six members and unanimously appointed David R. Klock, Ph.D. to fill the newly created vacancy, effective December 12, 2006.  Dr. Klock’s term will expire at the Company’s Annual Meeting of Stockholders to be held in 2007, and he will be subject to election at that meeting.

The full text of the press release is attached as Exhibit 99.1 to this report and is hereby incorporated by reference herein.

On December 13, 2006, the Company amended two outstanding and unexercised options granted on January 31, 2000 and January 2, 2001 to Debby Zurzolo, Executive Vice President, General Counsel and Secretary of the Company.  The amendments increased the per share exercise prices of these options to $8.80 and $16.72 from $8.48 and $16.31, respectively. The numbers of shares subject to the amendments were 13,500 and 9,000, respectively.  These amendments were made in light of recent guidance issued by the Internal Revenue Service and were intended to correct the exercise price so that the options shall not be subject to Section 409A of the Internal Revenue Code.  The amendments were approved by the Compensation Committee of the Company’s Board of Directors on December 12, 2006.

The full texts of the amendments are attached as Exhibit 99.2 and Exhibit 99.3 to this report and are hereby incorporated by reference herein.

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SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS

(d)Exhibits

99.1	Press release dated December 18, 2006 entitled, “The Cheesecake Factory Appoints New Member to its Board of Directors”
99.2	Amended Agreement of Grant of Stock Options dated December 13, 2006
99.3	Amended Agreement of Grant of Stock Options dated December 13, 2006

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:        December 18, 2006	THE CHEESECAKE FACTORY INCORPORATED
	By:	/s/ MICHAEL J. DIXON
		Michael J. Dixon
		Senior Vice President and Chief Financial Officer

4

EXHIBIT INDEX

Exhibit	Description
99.1	Press release dated December 18, 2006 entitled, “The Cheesecake Factory Appoints New Member to its Board of Directors”
99.2	Amended Agreement of Grant of Stock Options dated December 13, 2006
99.3	Amended Agreement of Grant of Stock Options dated December 13, 2006

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EX-99.1

EXHIBIT 99.1

PRESS RELEASE

THE CHEESECAKE FACTORY APPOINTS NEW
MEMBER TO ITS BOARD OF DIRECTORS

FOR IMMEDIATE RELEASE	CONTACT: JILL PETERS
	(818) 871-3000

Calabasas Hills, CA – December 18, 2006– The Cheesecake Factory Incorporated (Nasdaq: CAKE) today announced that the Company’s Board of Directors has increased its size from five to six members and unanimously appointed David R. Klock, Ph.D. to fill the newly created vacancy, effective December 12, 2006.

Dr. Klock is currently Dean of the College of Business Administration and Interim Dean of the Collins School of Hospitality Management at California State Polytechnic University in Pomona, California.  He also currently serves as the Chairman Emeritus and Chairman of the Audit Committee of CompBenefits Corporation, an Atlanta, Georgia-based provider of dental and vision plans to over 4.5 million members in the United States.  Dr. Klock also served as non-management Chairman for CompBenefits from 2004 to 2006, and as Chairman and CEO from 1993 to 2004.  Dr. Klock became an active consultant to CompBenefits in 1981 and a Board member in 1984.  Dr. Klock obtained a Doctorate in Finance from the University of Illinois, following which he held several academic appointments, most notably as Chairman of the Finance Department at the University of Central Florida (UCF) from 1982 to 1987.  He took a leave of absence from UCF in 1987 to serve as a Financial/Insurance Economist at Goldman, Sachs & Co. in New York.  Dr. Klock is the co-author of four books and over 40 other scholarly publications.

“We are fortunate to have someone of David Klock’s caliber joining the Board.  David further strengthens the level of financial expertise on our Board, and we extend a warm welcome to him,” said David Overton, Chairman and CEO of The Cheesecake Factory Incorporated.

Dr. Klock’s term will expire at the Company’s Annual Meeting of Stockholders to be held in 2007, and he will be subject to election at that meeting.

About The Cheesecake Factory Incorporated

The Cheesecake Factory Incorporated operates 121 upscale, casual dining restaurants under The Cheesecake Factoryâ name that offer an extensive menu of more than 200 items with an average check of approximately $17.00.  The Company also operates two bakery production facilities that produce over 50 varieties of quality cheesecakes and other baked products for the Company’s restaurants and for other leading foodservice operators, retailers and distributors.  Additionally, the Company operates eight upscale, casual dining restaurants under the Grand Lux Cafeâ name; one self-service, limited menu “express” foodservice operation under The Cheesecake Factory Express® mark inside the DisneyQuest® family entertainment center in Orlando, Florida; and licenses two bakery cafe outlets to another foodservice operator under The Cheesecake Factory Bakery Cafeâ name.  For more information about The Cheesecake Factory Incorporated, please visit thecheesecakefactory.com.

The Cheesecake Factory Incorporated

26901 Malibu Hills Road, Calabasas Hills, CA 91301 · Telephone (818) 871-3000 · Fax (818) 871-3100

EX-99.2

EXHIBIT 99.2

The Cheesecake Factory Incorporated
1992 Performance Employee Stock Option Plan

AMENDED AGREEMENT OF GRANT OF STOCK OPTION

This Amended Agreement of Grant of Stock Option (“Amended Agreement”), dated December 13, 2006 (“Amended Agreement Date”) amends that certain 2001 Stock Option Plan NonQualified Stock Option Agreement between the Grantee identified below and The Cheesecake Factory Incorporated, a Delaware corporation (“Original Agreement”), pursuant to the 1992 Performance Employee Stock Option Plan, as amended (“Plan”). In consideration of the promises and of the mutual agreements contained in this Amended Agreement, the parties hereto agree as follows:

Section 1.        Purpose of Amended Agreement Unless otherwise stated to the contrary, all capitalized terms used herein shall have the meaning given such term in the Original Agreement. The Company granted to Grantee an Option to purchase shares of the Company’s Common Stock pursuant to the Original Agreement. The number of Option Shares outstanding and unexercised by Grantee under the Original Agreement which are subject to this Amended Agreement is set forth below. The Company and Grantee hereby agree to enter into this Amended Agreement in order to correct the Exercise Price of the Option only as to the outstanding and unexercised Option Shares specified below. This Amended Agreement is entered into pursuant to Section 409A of the Internal Revenue Code (“Section 409A”), and the Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation, any such regulations or guidance that may be issued after the Amended Agreement Date, with the intent that the Option, as amended by this Amended Agreement, shall not be subject to taxation under Section 409A.

Section 2.        Amendment of Original Agreement. Subject to the terms and conditions of the Plan and the Original Agreement, as modified herein, the Exercise Price of the Option with respect to only the Option Shares outstanding and unexercised by Grantee listed below is hereby amended as follows:

Grantee	Debby Zurzolo
Original Agreement	Notice and Agreement of Grant of Stock Option Grant Date: 1/31/2000
Number and Exercise Date of Option Shares Amended Under this Amended Agreement	13,500 Option Shares vesting on 1/31/2005
Amended Exercise Price	$8.80 per share

Section 3.        Effect of Amended Agreement. Grantee understands that by execution of this Amended Agreement, the Amended Exercise Price with respect to the Option Shares specified herein will be greater than the Exercise Price under the Original Agreement. Accordingly, if and when Grantee exercises such Option Shares, Grantee will pay an amount based upon the Amended Exercise Price, and not the Exercise Price set forth in the Original Agreement, to acquire such Option Shares. The Company cannot provide Grantee with financial, legal or tax advice. BEFORE YOU EXECUTE THIS AMENDED AGREEMENT, THE COMPANY RECOMMENDS THAT GRANTEE CONSULT WITH HER FINANCIAL, LEGAL AND/OR TAX ADVISORS.

Section 4.        No Further Modification. Except as set forth in this Amended Agreement, the Original Agreement remains unmodified and in full force and effect.

Section 5.        Counterparts.  This Agreement may be executed in one or more counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts together shall constitute but one agreement.

Section 6,        Entire Agreement.  The Original Agreement, as amended by this Amended Agreement and the Plan (and the other writings incorporated herein or therein) constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior written or oral negotiations, commitments, representations and agreements with respect thereto. By signing this Amended Agreement, Grantee acknowledges receipt of the Original Agreement and this Amended Agreement. A copy of the Plan is available, without charge, upon request.

Section 7.        Compliance with Section 409A of the Internal Revenue Code.  This Amended Agreement is intended in all respects not to subject the Grantee to taxation under Section 409A.  To the extent applicable, this Amended Agreement shall be interpreted in accordance with Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation, any such regulations or guidance that may be issued after the Amended Agreement Date so that the Option will not be subject to Section 409A.  In the event that the Company determines that any amounts will be taxable to Grantee under Section 409A and related Department of Treasury guidance, the Company may, in its sole and absolute discretion, adopt such amendments to this Amended Agreement (having prospective or retroactive effect), and/or take such other actions, as the Company determines to be necessary or appropriate to avoid the application of Section 409A to such Option.

THE CHEESECAKE FACTORY
INCORPORATED,

a Delaware corporation

By:

David Overton, Chairman of the Board and

Chief Executive Officer

BY EXECUTION BELOW, I ACKNOWLEDGE THAT I HAVE BEEN GIVEN THE OPPURTUNITY TO DISCUSS THIS DOCUMENT WITH MY TAX, LEGAL AND/OR FINANICIAL ADVISORS, AND I ACCEPT ALL TERMS AND CONDITIONS OF THE AMENDED AGREEMENT AND OF GRANT OF STOCK OPTION

GRANTEE:

(Signature)

Debby Zurzolo

(Print Name)

(Please execute and return this Notice of Grant to the Company’s Stock Option Coordinator at 26901 Malibu Hills Road, Calabasas, California 91301 on or before December 30, 2006)

KEEP A COPY FOR YOUR RECORDS

EX-99.3

EXHIBIT 99.3

The Cheesecake Factory Incorporated
1992 Performance Employee Stock Option Plan

AMENDED AGREEMENT OF GRANT OF STOCK OPTION

This Amended Agreement of Grant of Stock Option (“Amended Agreement”), dated December 13, 2006 (“Amended Agreement Date”) amends that certain 2001 Stock Option Plan NonQualified Stock Option Agreement between the Grantee identified below and The Cheesecake Factory Incorporated, a Delaware corporation (“Original Agreement”), pursuant to the 1992 Performance Employee Stock Option Plan, as amended (“Plan”). In consideration of the promises and of the mutual agreements contained in this Amended Agreement, the parties hereto agree as follows:

Section 1.         Purpose of Amended Agreement Unless otherwise stated to the contrary, all capitalized terms used herein shall have the meaning given such term in the Original Agreement. The Company granted to Grantee an Option to purchase shares of the Company’s Common Stock pursuant to the Original Agreement. The number of Option Shares outstanding and unexercised by Grantee under the Original Agreement which are subject to this Amended Agreement is set forth below. The Company and Grantee hereby agree to enter into this Amended Agreement in order to correct the Exercise Price of the Option only as to the outstanding and unexercised Option Shares specified below. This Amended Agreement is entered into pursuant to Section 409A of the Internal Revenue Code (“Section 409A”), and the Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation, any such regulations or guidance that may be issued after the Amended Agreement Date, with the intent that the Option, as amended by this Amended Agreement, shall not be subject to taxation under Section 409A.

Section 2.         Amendment of Original Agreement. Subject to the terms and conditions of the Plan and the Original Agreement, as modified herein, the Exercise Price of the Option with respect to only the Option Shares outstanding and unexercised by Grantee listed below is hereby amended as follows:

Grantee	Debby Zurzolo
Original Agreement	Notice and Agreement of Grant of Stock Option Grant Date: 1/02/2001
Number and Exercise Date of Option Shares Amended Under this Amended Agreement	9,000 Option Shares vesting on 1/02/05
Amended Exercise Price	$16.72 per share

Section 3.         Effect of Amended Agreement. Grantee understands that by execution of this Amended Agreement, the Amended Exercise Price with respect to the Option Shares specified herein will be greater than the Exercise Price under the Original Agreement. Accordingly, if and when Grantee exercises such Option Shares, Grantee will pay an amount based upon the Amended Exercise Price, and not the Exercise Price set forth in the Original Agreement, to acquire such Option Shares. The Company cannot provide Grantee with financial, legal or tax advice. BEFORE YOU EXECUTE THIS AMENDED AGREEMENT, THE COMPANY RECOMMENDS THAT GRANTEE CONSULT WITH HER FINANCIAL, LEGAL AND/OR TAX ADVISORS.

Section 4.         No Further Modification. Except as set forth in this Amended Agreement, the Original Agreement remains unmodified and in full force and effect.

Section 5.         Counterparts.  This Agreement may be executed in one or more counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts together shall constitute but one agreement.

Section 6,         Entire Agreement.  The Original Agreement, as amended by this Amended Agreement and the Plan (and the other writings incorporated herein or therein) constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior written or oral negotiations, commitments, representations and agreements with respect thereto. By signing this Amended Agreement, Grantee acknowledges receipt of the Original Agreement and this Amended Agreement. A copy of the Plan is available, without charge, upon request.

Section 7.        Compliance with Section 409A of the Internal Revenue Code.  This Amended Agreement is intended in all respects not to subject the Grantee to taxation under Section 409A.  To the extent applicable, this Amended Agreement shall be interpreted in accordance with Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation, any such regulations or guidance that may be issued after the Amended Agreement Date so that the Option will not be subject to Section 409A.  In the event that the Company determines that any amounts will be taxable to Grantee under Section 409A and related Department of Treasury guidance, the Company may, in its sole and absolute discretion, adopt such amendments to this Amended Agreement (having prospective or retroactive effect), and/or take such other actions, as the Company determines to be necessary or appropriate to avoid the application of Section 409A to such Option.

THE CHEESECAKE FACTORY
INCORPORATED,

a Delaware corporation

By:

David Overton, Chairman of the Board and
Chief Executive Officer

BY EXECUTION BELOW, I ACKNOWLEDGE THAT I HAVE BEEN GIVEN THE OPPURTUNITY TO DISCUSS THIS DOCUMENT WITH MY TAX, LEGAL AND/OR FINANICIAL ADVISORS, AND I ACCEPT ALL TERMS AND CONDITIONS OF THE AMENDED AGREEMENT AND OF GRANT OF STOCK OPTION

GRANTEE:

(Signature)

Debby Zurzolo

(Print Name)

(Please execute and return this Notice of Grant to the Company’s Stock Option Coordinator at 26901 Malibu Hills Road, Calabasas, California 91301 on or before December 30, 2006)

KEEP A COPY FOR YOUR RECORDS