O'Charley's names new board member as part of agreement with Crescendo Partners

By Lisa Kerner

Charlotte, N.C., Jan. 6 - Investors led by Crescendo Partners II, LP entered into a second settlement agreement with O'Charley's Inc. on Dec. 22, replacing the parties' March 12, 2008 settlement agreement, it was reported in a schedule 13D/A filed with the Securities and Exchange Commission.

O'Charley's agreed to increase the size of its board of directors to 12 members from 11 and appointed Philip J. Hickey Jr., recommended by Crescendo, to the newly created position, a company news release said.

Hickey was chief executive officer of RARE Hospitality International, Inc. from 1998 to 2007.

O'Charley's CEO and chairman Gregory L. Burns agreed to retire effective Feb. 12.

Under the agreement, the board may expand its size at any time by one director in connection with the hiring of a new permanent CEO.

Following the 2009 annual meeting, O'Charley's board will be comprised of 10 directors.

Crescendo affiliate Gregory Monahan will continue as a member of O'Charley's nominating and executive committees.

Arnaud Ajdler, another Crescendo affiliate, will remain a member of O'Charley's compensation and human resources committee.

Crescendo has an 11.9% stake in the Nashville-based casual-dining restaurant company.

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