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CORRESP
1
filename1.htm

VIA
EDGAR

December 10,
2010

Ms. Julie
F. Rizzo

Attorney-Advisor

Division
of Corporation Finance

Securities
and Exchange Commission

100
F Street NE

Washington,
D.C. 20549

  Re:

  The Cheesecake Factory Incorporated

  Form 10-K for the Fiscal Year Ended December 29,
  2009

  Filed February 26, 2010

  Definitive Proxy Statement on Schedule 14A

  Filed April 23, 2010

  File No. 000-20574

Dear
Ms. Rizzo:

On
behalf of The Cheesecake Factory Incorporated (the “Company”), this letter is
being transmitted in response to comments received from the staff (the “Staff”)
of the Securities and Exchange Commission (“SEC”) by letter dated November 30,
2010 with respect to the Company’s Annual Report on Form 10-K for the
fiscal year ended December 29, 2009, filed on February 26, 2010, and
the Company’s definitive Proxy Statement on Schedule 14A, filed on April 23,
2010.  The numbering of the paragraphs below corresponds to the numbering
of the comments which, for the Staff’s convenience, we have incorporated into
this response letter.

Form 10-K for the year ended December 29, 2009

Item 1A.  Risk
Factors, page 14

1.              We note your
disclosure in the first two paragraphs of this section in which you state that “[i]n
addition to the risk factors presented below . . . other factors that may
affect consumer behavior and spending for restaurant dining occasions in
general, may have a material impact” on you.
We also note your disclosure that “[o]ther sections of this report may
identify additional risk factors that could materially and adversely impact
[your] business, operating results, financial position and/or cash flows.”  All material risks should be discussed in
this section.  Please confirm that in
future filings you will revise this section to clarify that all known material
risks are discussed.

We
hereby confirm that, in future filings, we will revise this section to clarify
that all known material risks are discussed in Item 1A.

Definitive Proxy Statement on Schedule 14A

General

2.              We note
that you have not included any disclosure in response to Item 402(s) of
Regulation S-K.  Please advise us of the
basis for your conclusion that disclosure is not necessary and describe the
process you undertook to reach that conclusion.

The
Company has carefully considered the requirements of Item 402(s) of
Regulation S-K. In particular, we have noted that Item 402(s) provides
that “[t]o the extent that risks arising from the
registrant’s compensation policies and practices for its employees are
reasonably likely to have a material adverse effect on the registrant, discuss the registrant’s policies and practices of compensating its
employees, including non-executive officers, as they relate to risk management
practices and risk-taking incentives (emphasis added).”  In addition, we have noted that in
its adopting Release 33-9089 at page 17, the Staff concluded that “the final rule does not require a company to make an affirmative
statement that it has determined that the risks arising from its compensation
policies and practices are not reasonably likely to have a material adverse
effect on the company.”

As
part of its annual review of the Company’s employee compensation policies and
practices, including those for non-executive officers, the Compensation
Committee of the Board of Directors of the Company considered a number of
factors in addition to those specified in Item 402(s), including:

·                  The general design philosophy of our
compensation policies and practices for employees whose behavior would be most
affected by the incentives established by the policies and practices, as such
policies and practices relate to or affect risk taking by employees and the
manner of their implementation;

·                  Our risk assessment or incentive
considerations, if any, in structuring our compensation policies and practices
or in awarding and paying compensation;

·                  How our compensation policies and practices
relate to the realization of risks resulting from the actions of employees in
both the short term and the long term, such as through policies requiring claw
backs or imposing holding periods;

·                  Our policies regarding adjustments to
compensation policies and practices to address changes in our risk profile;

·                  Any material adjustments we have made to our
compensation policies and practices as a result of changes in our risk profile;
and

·                  The extent to which we monitor our
compensation policies and practices to determine whether our risk management
objectives are being met with respect to incentivizing our employees.

Following
this review, and taking into consideration the Staff’s position regarding
affirmative statements as set forth above, the Compensation Committee concluded
that the risks arising from the Company’s compensation policies and practices
were not reasonably likely to have a material adverse effect on the Company
and, accordingly, no additional disclosure concerning the Company’s policies
and practices of compensating its employees, including non-executive officers,
as they relate to risk management practices and risk-taking incentives, was
required in accordance with Item 402(s).
The risk assessment process has been incorporated into the Compensation
Committee’s annual compensation policy and practices review, and we will
provide disclosure in accordance with Item 402(s) in future filings should
such disclosure be required by the applicable rule.

Executive Compensation, page 39

Market Positioning and Pay Benchmarking, page 44

3.              We note
that your Compensation Committee reviewed a competitive executive compensation
summary in January 2009 to identify a competitive market range for named
executive officer compensation.  In
future filings, please list the companies to which you benchmark and disclose
the degree to which the Compensation Committee considered such companies
comparable to you or advise.  Refer to
Item 402(b)(2)(xiv) of Regulation S-K.

We
acknowledge your comment and will provide in future filings a list of the
companies against which our executive compensation is benchmarked and the
Compensation Committee’s analysis of the degree to which such companies compare
to us.  As part of this expanded
disclosure, we expect to discuss (i) the specific factors to which we have
looked in determining that a company is comparable (for example, annual
revenue, market capitalization, industry segment, whether we hire from a
similar talent pool as a peer company, and other factors if and as considered),
(ii) how we use executive compensation surveys, if any, in setting
compensation, and (iii) what specific data in the survey affected our
compensation decisions (for example, the percentile of the peer companies’
compensation in which our base salaries fall).

Fiscal 2009 Award Program under the 2005 Incentive Plan, page 48

4.              Your
disclosure of strategic objectives on page 50 appears to describe
performance targets you use to evaluate performance but does not quantify these
targets.  Please confirm that in future
filings you will quantify all company-wide performance targets or provide us
with your analysis for concluding that the disclosure of such targets is not
required because it would result in competitive harm and such disclosure may be
omitted pursuant to Instruction 4 to Item 402(b) of Regulation S-K.  Please refer to Item 402 of Regulation S-K.

We
acknowledge your comment and will identify and quantify in future filings all
company-wide performance targets that may be disclosed without resulting in
competitive harm.  While some of our
strategic objectives (such as operating margins) may be measured using metrics
that we disclose publicly, others (such as our guest satisfaction scores) are
proprietary and are not disclosed to the public.  In the past, we have stated in our public
disclosures that our guest satisfaction scores have improved, but we have not,
and currently do not intend to, disclose the scores themselves as such
disclosure would likely result in serious competitive harm to the Company.   A similar analysis will be performed with
respect to each target and, where we do not quantify those targets, we will (i) include
in our discussion of executive compensation a statement to the effect that
quantifying such targets would result in competitive harm and (ii) provide
the Staff upon request with our analysis of such harm.

* * *

The
Company further acknowledges that:

·                  the Company is
responsible for the adequacy and accuracy of the disclosure in these filings;

·                  Staff comments
or changes to disclosure in response to Staff comments do not foreclose the SEC
from taking any action with respect to these filings; and

·                  the Company may
not assert Staff comments as a defense in any proceeding initiated by the SEC
or any person under the federal securities laws of the United States.

Please
contact the undersigned at (818) 871-3080 with any questions regarding the
above.

  Sincerely,

  /s/
  Debby R. Zurzolo

  Debby
  R. Zurzolo

  Executive
  Vice President, General Counsel and Secretary