CHEESECAKE FACTORY INC

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APPENDIX B—STOCK PLAN SECOND AMENDMENT

SECOND AMENDMENT TO

THE CHEESECAKE FACTORY INCORPORATED STOCK INCENTIVE PLAN

THIS SECOND AMENDMENT TO THE CHEESECAKE FACTORY INCORPORATED STOCK INCENTIVE PLAN (this “Second Amendment”), is made and adopted by the Board of Directors (the “Board”) of The Cheesecake Factory Incorporated, a Delaware corporation (the “Company”), on March 26, 2025. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Plan (as defined below).

RECITALS

WHEREAS, the Company maintains The Cheesecake Factory Incorporated Stock Incentive Plan (as amended, the “Plan”);

WHEREAS, pursuant to Section 15(b) of the Plan, the Plan may be amended at any time and for any reason by the Board; and

WHEREAS, the Company desires to amend the Plan as set forth herein.

NOW, THEREFORE, BE IT RESOLVED, that the Plan is hereby amended as set forth herein, subject to the approval of this Second Amendment by the Company’s stockholders.

AMENDMENT

1. Section 5(a). Section 5(a) of the Plan is hereby deleted and replaced in its entirety with the following:

“(a)Basic Limitations and Fungible Share Counting. The Common Stock issuable under the Plan shall be authorized but unissued Shares or treasury Shares. Subject to adjustment as provided in Section 11, the aggregate number of Shares reserved for issuance under the Plan shall not exceed 13,150,000 Shares plus any Shares which as of the date on which the Plan was originally approved by the Company’s stockholders (the “Original Effective Date) were available for issuance under the Prior Equity Plan or were subject to awards under the Prior Equity Plan which are (or were) forfeited or lapse unexercised or are settled in cash and which following the Original Effective Date were not issued under the Prior Equity Plan (“Share Issuance Limit”). Subject to Section 5(b), the number of Shares available for issuance under the Plan shall be reduced: by one (1) Share for each Share issued pursuant to an exercise of an Option or a SAR and by two (2) Shares for each Share issued pursuant to a Restricted Stock Grant or settlement of Stock Units (for avoidance of doubt, two (2) Shares shall again become available for issuance for every Share of a Restricted Stock Grant that is forfeited back to the Company under Section 5(b)). In addition, the following Shares shall count against the Share Issuance Limit and shall count against the Share Issuance Limit to the same extent as if the Shares had been issued: (i) Shares tendered or not issued or delivered as a result of the net settlement of an outstanding Option, (ii) Shares tendered or withheld to pay the withholding taxes related to an outstanding Award, (iii) Shares subject to a SAR that are not issued in connection with its stock settlement on exercise thereof; or (iv) Shares repurchased on the open market with the proceeds of an Option’s Exercise Price. The aggregate number of Shares that may be issued in connection with ISOs under the Plan shall not exceed 13,150,000 Shares.”

This Second Amendment shall be and hereby is incorporated in and forms a part of the Plan.

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3. Except as expressly provided herein, all terms and provisions of the Plan shall remain in full force and effect.

I hereby certify that the foregoing Second Amendment was duly adopted by the Board of Directors of The Cheesecake Factory Incorporated on March 26, 2025.

Executed on this 26 day of March, 2025 The Cheesecake Factory Incorporated

/s/ David Overton

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By:

David Overton

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Its:

Chief Executive Officer

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