1 THE CHEESECAKE FACTORY INCORPORATED Code of Ethics

THE CHEESECAKE FACTORY INCORPORATED

Code of Ethics and Business Conduct

(Revised May 29, 2019)

I. INTRODUCTION

This Code of Ethics and Business Conduct (the “Code of Ethics”) is intended to facilitate

The Cheesecake Factory Incorporated’s compliance with legal requirements and our standards

of ethical business conduct for our staff members. It is your responsibility to read and

understand this Code of Ethics, as well as to adhere to the standards set forth in it. Except

when the context requires otherwise, the terms “we” and “our” and the “Company,” refer to

The Cheesecake Factory Incorporated and its subsidiaries and affiliates. In this Code of Ethics,

“employee” or “staff member” refers to a full or part-time employee of the Company except for

Executive Officers, Senior Financial Officers, and Directors of the Company. These individuals

are governed by our Code of Ethics for Executive Officers, Senior Financial Officers, and

Directors, in accordance with applicable laws.

Our Code of Ethics cannot possibly contemplate every possible situation. Accordingly,

these provisions are to be applied using common sense and good judgment. We rely on the

good judgment of our staff members to always act in the best interest of our Company.

As the principles described in this Code of Ethics are general in nature, our staff members

need to review all applicable Company Policies and Procedures for more specific instructions.

Additionally, because the Company conducts business in more than one state, there could be

variances in state law that may further dictate our conduct. Any inconsistency between this

Code of Ethics and applicable laws should be resolved in favor of applicable law.

Nothing contained in this Code of Ethics is intended to create or imply an employment

contract or term of employment, and this Code of Ethics does not create any rights in any

employee, customer, supplier, competitor, stockholder, or any other person or entity. This Code

of Ethics is subject to periodic review and modification.

Please sign the Acknowledgement Form at the end of this Code of Ethics and return it to

the Corporate Center Staff Relations Department for placement in your personnel file. Your

signature indicates you received, read, understand, and agree to comply with the Code of

Ethics.

II. YOUR RESPONSIBILITIES

A. General Standards of Conduct

Our Company encourages a relationship of trust, loyalty, honesty, and responsibility

among staff members at all levels. We believe that all staff members deserve to be treated with

dignity and respect. We are committed to celebrating the diversity of our workforce and our

guests, and respecting each staff member as we work together to achieve excellence in our

business.

In turn, as a Company staff member, whether you work in a restaurant, the Corporate

Center, our Bakery Production Facility, or at a remote location, you have a responsibility to

know and follow our Code of Ethics and all of our Policies and Procedures and to uphold the

Company’s interests at all times.

B. Compliance with Laws

We expect staff members to comply with all applicable federal, state, and local laws,

regulations, rules, and regulatory orders at all times. Neither a supervisor nor any other staff

member has the authority to direct another staff member to break any law or to conduct

him/herself in a manner that is counter to the Code of Ethics.

We take very seriously and will not tolerate any form of harassment, including sexual

harassment, or other discriminatory behavior. We also have no tolerance for drug or alcohol

abuse among our staff members in the workplace. Compliance with these policies is essential

to our corporate philosophy. Accordingly, all staff members must understand and abide by our

policies relating to sexual harassment, drug and alcohol abuse, diversity, and non-

discrimination.

C. Conflicts of Interest

All staff members have responsibilities with respect to our Company and its stockholders.

Accordingly, staff members must avoid situations that create a conflict of interest or the

appearance of a conflict of interest with the Company. A conflict of interest often arises when

an individual’s personal interests conflict with those of the Company. Examples of such

situations include:

(i) Related Parties: As a general rule, you should avoid engaging in Company business

with a relative (by blood or marriage), a “significant other,” or with another business

in which you, a relative, or a “significant other” is involved. If such a transaction is

unavoidable, you must disclose both the relationship and the transaction to your

supervisor, in advance, and obtain approval. You cannot improperly use your position

with the Company for personal gain or for the benefit of relatives, friends, or another

business in which you, a relative, or a “significant other” have such a relationship.

(ii) Business Financial Interests: Similarly, a conflict of interest may arise when you or

a relative own an interest in or otherwise invest in a customer, supplier, contractor,

or competitor of our Company. Many factors are considered in determining whether

a conflict exists under this scenario. Accordingly, you must disclose all business

interests of this nature to your supervisor.

(iii) Outside Employment: As an employee of our Company, you are expected to devote

your full business attention to the Company and act in the best interests of the

Company at all times. Accordingly, a conflict of interest may exist if you are

employed simultaneously by a customer, supplier, competitor, or contractor of the

Company, or if your other outside employment interferes with your job

performance or the responsibilities you owe to the Company. The same type of conflict

may exist if a relative works for a supplier, contractor, customer, or competitor. In such

a situation, special care should be taken to respect the loyalty and confidentiality that

you have to the Company. The Company may rescind the approval for outside

employment if, for any reason, it is deemed not to be in the Company’s best interests.

Finally, remember that you may not solicit outside work while on the Company’s

premises.

(iv) Outside Directorship: As a general rule, it is a conflict of interest to serve as an outside

director of a current or likely supplier, contractor, or direct competitor of the Company.

Accordingly, you may not accept such a directorship while simultaneously serving as a

staff member of the Company unless approved in advance by the Company’s Chief

Executive Officer (CEO). You may accept outside directorships for charitable or civic

service organizations, provided that such directorships do not interfere with your job

performance or the responsibilities you owe to the Company.

(v) Corporate Opportunities: You may not take, for your own personal gain or the gain of a

relative, a “significant other,” or another business in which you, a relative, or a

“significant other” is involved, any business opportunity belonging to the Company,

including those discovered through the use of Company property, information or

position.

(vi) Dealing with Suppliers or Contractors:

(a) Selection: Our suppliers and contractors must be chosen in a fair and ethical

manner. The Company selects its suppliers and contractors based on quality,

price, performance, consistency, and suitability. We demand high performance

from all our vendors and suppliers and recognize that our stringent requirements

sometimes may limit the number of available sources. While a competitive

bidding process is desirable in order to obtain the best pricing possible under the

circumstances, equally important is the ability to timely and consistently obtain

goods and services that meet and exceed our specifications. In order to ensure

that sole sourcing arrangements are utilized appropriately, such arrangements

require the advance approval of a Vice President with responsibility over the

purchasing area in question. In addition, our Policy and Procedures regarding

Commitment Approval Levels and Delegation of Authority must be followed when

authorizing and approving any expenditure on behalf of the Company.

(b) Gifts, Gratuities, and Payments: As a general rule, gifts and favors may not be

accepted from competitors, customers, suppliers, and contractors. Occasional

participation in business-related activities (such as luncheons and reasonable,

ordinary entertainment such as tickets to reasonably-priced sporting events) is

acceptable. However, you should avoid activities which may create feelings of

obligation to competitors, customers, suppliers, and contractors or which create

the appearance of impropriety. Inexpensive promotional items (e.g., calendars,

pens, note pads) or other non-cash gifts with a value totaling less than $75 per

year may be accepted. However, you must disclose any single gift with an

estimated value greater than $75 to your supervisor. If a gift seems

questionable, politely reject it. It is your responsibility to observe all government

restrictions to gifts and entertainment provided to others. In addition, you may

not accept any personal favorable treatment, discounts, etc. from any supplier

or contractor unless the same treatment is extended to all staff members of the

Company.

Additionally, except in rare and extraordinary circumstances, you may not accept

payment from any source other than the Company for performing services for or on behalf of

the Company. Any arrangement under which a staff member would receive such extra pay must

be approved in advance by the SVP of Human Resources.

D. Non-Solicitation

Our restaurants, Corporate Center, Bakery Production Facility, and any other Company

facilities should provide a welcoming atmosphere for our guests, vendors, staff members, and

applicants. We do not want anyone to feel pressured by our staff members to contribute,

purchase, or participate in events, goods, or services that are not Company related. Guests or

visitors should not be made to feel as if they are being solicited by any representative of our

Company for non-Company related goods or services. Managers and supervisors have a special

obligation not to solicit or endorse non-Company related goods, services, or organizations, as

staff members may interpret it as a condition of employment to purchase, accept, or participate

in such activity.

Solicitation of non-Company related goods, services, organizations, or personal

philosophies and beliefs on our premises during working hours is prohibited unless specifically

approved in advance by the Company President or a President of a restaurant or bakery division.

This includes personal products (e.g., cosmetics, vitamins, etc.), household goods or services

(e.g., storage containers, cleaning products, maid services, baby-sitting, etc.), sports or other

“pools” involving games of chance that are legally permissible. Company assets (cash,

inventory, equipment, etc.) may not be contributed to any public candidate, political action

committee, party, or ballot measure without the advance written permission of the Company’s

General Counsel. You may, of course, participate in any political activities of your choice on you

own time and with your own money.

Any Company-sponsored event, such as a sporting event, picnic, or party, must be

approved in advance by the Company President or a President of a restaurant or bakery division.

Restaurant staff members who have personal events they wish to promote or sell (e.g., a baby

shower for a fellow staff member, a used car for sale, etc.) must obtain permission from the

restaurant General Manager before posting it in the restaurant. Corporate Center staff may use

the Company designated “Trading Post Bulletin Board” (located in the mail room) to promote

or post personal events, services, or goods. The SVP of Human Resources has discretion to

remove or edit any posted item if such item is reasonably deemed to be inappropriate, in

violation of Company policy, or otherwise in poor taste.

When Company sanctioned events and activities are offered (e.g., Company picnic, trip

to a baseball game, or annual holiday party), they should be made available to all staff

members in the applicable group, or restaurant location. Staff members may participate, but

are not required to do so, and should not be made to feel obligated to do so. Participation at

such events is always voluntary and staff members must not be pressured to attend and will

not be paid for attending.

E. Non-Disparage and Non-Recruitment Issues

Your responsibility in upholding our Code of Ethics does not end with your separation of

employment. Unless compelled to do so by applicable law, former staff members of the

Company may not disparage the Company or its officers during or after employment in an

attempt to discredit the Company, its assets, and/or future growth, or disparage or defame the

Company, its practices, or existing staff members in an attempt to discourage guests or

potential job candidates from considering the Company; provided that nothing herein is

intended to or shall prevent you from communicating directly with, cooperating with, or

providing information or documents to, any federal, state, or local government regulator,

including, but not limited to, the U.S. Securities and Exchange Commission (“SEC”), the U.S.

Commodity Futures Trading Commission, the U.S. Department of Justice, the Equal

Employment Opportunity Commission, the National Labor Relations Board, or the Occupational

Safety and Health Administration. Additionally, the Company has instituted a policy that

prohibits former corporate staff and supervisors from recruiting current staff members away

from the Company for two (2) years from the date of their termination of employment.

F. Protection of the Company’s Confidential Information

(i) Non-Disclosure: All information, whether or not marked as “confidential,” about

our business, is property of the Company, and must not be used or disclosed by

staff members except in the discharge of their normal job responsibilities or when

applicable law compels disclosure. Similarly, you must not disclose the

Company’s confidential technical and financial information and business trade

secrets. All such information is a valuable asset of our Company that must be

protected. Accordingly, all articles, documents, and records containing such

information must be returned to your supervisor at the end of your employment.

Even after you leave our employment, you have a continuing duty to maintain

the confidentiality of our Company’s confidential and propriety information. The

use of information about our business for personal benefit may be against the

law and may subject you to civil and criminal fines and penalties.

(ii) Request for Disclosure by Regulatory Agencies: It is the Company’s policy to

cooperate fully with all appropriate government inquiries and investigations. It is

also important in this context to recognize and protect the rights of the Company

with respect to its confidential and proprietary information. Accordingly, unless

prevented by applicable law, all requests for information, documents, or

interviews from a governmental or regulatory agency must be immediately

referred to the General Counsel for appropriate handling.

(iii) Exceptions for Government; Defend Trade Secrets Act Notice of Immunity Rights:

Nothing herein is intended to or shall prevent you from communicating directly

with, cooperating with, or providing information or documents to, any federal,

state, or local government regulator, including, but not limited to, the SEC, the

U.S. Commodity Futures Trading Commission, the U.S. Department of Justice,

the Equal Employment Opportunity Commission, the National Labor Relations

Board, or the Occupational Safety and Health Administration. You shall not be

held criminally or civilly liable under any federal or state trade secret law for the

disclosure of confidential or proprietary information that is made in confidence to

a federal, state, or local government official or to an attorney solely for the

purpose of reporting or investigating a suspected violation of law. You shall not

be held criminally or civilly liable under any federal or state trade secret law for

the disclosure of confidential or proprietary information that is made in a

complaint or other document filed in a lawsuit or other proceeding, if such filing

is made under seal. If you file a lawsuit for retaliation by the Company for

reporting a suspected violation of law, you may disclose confidential or

proprietary information to your attorney and use the confidential or proprietary

information in the court proceeding, if you file any document containing the

confidential or proprietary information under seal, and do not disclose the

confidential or proprietary information, except pursuant to court order.

(iv) Company Spokesperson: We have authorized only certain executives to speak on

our behalf to investors, the news media, and securities analysts. These

designations are intended to ensure that we comply with the regulations of the

SEC governing selective disclosures. If you have not been specifically authorized,

you must decline to comment and refer all requests for information about the

Company to the General Counsel, the Vice President of Investor Relations, or the

Senior Vice President of Marketing.

G. Prohibition Against “Insider Trading”

The common stock of our Company is currently publicly traded on the Nasdaq Stock

Market. Accordingly, our Company and its staff members are subject to federal and state

securities laws, rules, and regulations and Nasdaq rules and regulations. It is generally illegal

for you, either personally or on behalf of others, to buy or sell our stock when you are aware of

material nonpublic information about the Company irrespective of your position in the Company.

It is also illegal to disclose (“tip”) such information to others who may trade on the basis of the

information. These illegal activities are commonly referred to as “insider trading.”

“Material nonpublic information” is information that has not been effectively disclosed to

the public (e.g., through official Company press releases or through filings with governmental

agencies) that would affect decisions by investors to buy, sell, or hold the stock of our Company.

Some examples of material information include information about actual or expected sales or

earnings for a quarter or year; possible mergers, acquisitions, divestitures, or joint ventures;

changes in relationships with significant bakery customers; obtaining or losing important

contracts; major financing developments; stock splits; important recipe and menu changes,

including pricing decisions; current or pending litigation; operational and expansion plans;

changes in management or other key personnel; non-public salary and compensation packages;

significant disputes with suppliers, customers, contractors, or staff members; and substantial

changes in accounting methods. The foregoing list is not exhaustive. Information may be

material regardless of whether it is favorable or unfavorable. If you have any questions

regarding whether information is material, please contact our General Counsel.

When you are aware of material nonpublic information about our Company, you, your

spouse, members of your immediate family who live in your household, and any trust, or other

entities in which you have a beneficial interest or over which you exercise control, are prohibited

from the following activities: (1) buying or selling our Company’s common stock or other

securities; (2) having others trade for you in the Company’s stock or other securities; (3)

disclosing the information to others who might then trade in the Company’s stock or other

securities; and (4) exercising stock options in the Company [if shares are sold to the public in

connection with such exercise, e.g., through a “broker-assisted” transaction, or if you

immediately sell the underlying stock. There is no exception for financial hardship, emergencies,

or margin calls. However, you may trade pursuant to a prearranged trading plan that meets

all of the requirements of the SEC Rule 10b5-1(c) and has the prior approval of our General

Counsel to verify such compliance.

To avoid the risk of “tipping,” you should not make a recommendation of our stock even

when you believe you are not aware of material nonpublic information.

In addition, certain staff members may be subject to trading “blackout periods” or

“windows” established by the Company and must observe these restrictions. If you have any

questions about these restrictions on insider trading, please contact our General Counsel.

H. Posting Messages Regarding the Company on Internet Message Boards or

Chat Rooms

All postings to the Internet via the Company’s computer system must comply with the

Company’s “Use of Company Electronic Communication Systems” Policy. Staff members should

not use the Company’s electronic communication systems to express personal opinions relating

to the Company on the Internet as such communications may imply that the Company endorses

the message. Staff members, who on their own time and via their own computer wish to express

personal opinions regarding the Company, should be wary of the danger that such opinions may

imply inappropriate access to and dissemination of confidential, sensitive or proprietary

information. Opinions concerning the Company that are expressed should clearly indicate that

they do not reflect the opinion of the Company or its officers or management. Staff members

are prohibited from making representations about the Company or on behalf of the Company

in any Public Forum, unless the representation has been previously approved in writing by the

Company’s General Counsel. For purposes of this Policy, the term “Public Forum” includes

Internet home pages, electronic bulletin boards, media advertisements, Internet chat rooms,

email, voice mail, or other media that may be accessed by individuals who are not staff

members of the Company. Under no circumstances may a staff member post to or otherwise

make available on the Internet, directly or indirectly, Company information of a confidential,

sensitive, or otherwise proprietary nature.

I. Prohibition Against Short Selling

No staff member may, directly or indirectly, sell any equity security, including

derivatives, of the Company if he or she does not own the security sold, or if he or she owns

the security, does not deliver it against such sale within twenty days thereafter. No staff

member may engage in short sales. A short sale, as defined in this policy, means any

transaction whereby one may benefit from a decline in the Company’s stock price. While staff

members who are not beneficial owners of more than 10% of the Company’s stock, officers, or

directors are not prohibited by law from engaging in short sales of Company securities, the

Company has adopted as policy that our staff members are also prohibited from doing so.

J. Protection and Use of the Company’s Assets

(i) General: Protecting the Company’s assets is a key responsibility of all staff

members. Care must be taken to ensure that our assets are not misused or

misappropriated. Accordingly, each staff member is individually responsible

for the proper use of our assets and must safeguard them against loss,

damage, misuse, and theft. The Company may take disciplinary action, up to

and including dismissal, for failure to do so, as well as prosecute, when

appropriate, in cases of theft and willful destruction. Accordingly, if you

witness or become aware of any theft, abuse, or misuse of the Company’s

assets, including Company cash, inventory, equipment, furnishings, supplies,

property, information, records, trademark infringement, or the

misappropriation of receipts of other Company material, whether internally or

outside the Company, you have an obligation to inform your supervisor or the

Company’s Manager of Loss Prevention of the situation immediately.

(ii) Company Property, Funds, and Records: Every staff member is personally

responsible for all Company cash, inventory, equipment, supplies, credit

cards, property, and funds over which he or she has control. No Company

property or funds may be used for anything other than serving the Company’s

business purposes. No Company property or funds may be sold, loaned, used,

donated, or otherwise disposed of without authorization from the Company’s

President or the President of a restaurant or bakery division.

Similarly, each staff member is responsible for preparing, maintaining, and

safeguarding all Company records in his or her control in an accurate and

timely manner.

(iii) Use of Company Electronic Communications Systems: The Company provides

email, voice mail, Internet, and fax systems to improve the timeliness and

effectiveness of business communications. Those systems must be used for

business purposes, regardless of who owns the equipment or whether the

staff member is on or off duty. Use discretion when using Company equipment

(phones, email, etc.) for personal use. Your use should be limited and may

not be used in a manner that interferes with your job performance or the

responsibility you have to the Company. Offensive or disruptive email, voice

mail, or fax communications (e.g., those that involve profanity, pornography,

or any type of harassment or discrimination) are prohibited. All email, voice

mail, and fax messages are Company property and we therefore reserve the

right to monitor, access, audit, scan, review, or intercept any message sent

or received on the Company’s communication systems.

K. Your Obligation to Communicate and Cooperate

Every Company staff member has a responsibility to help enforce this Code of Ethics. Additionally,

staff members are expected to ensure that all of our suppliers and contractors are aware of,

understand, and adhere to these standards, as well. If you have a question concerning a potential

or possibly existing conflict of interest involving you, another staff member, or any supplier,

contractor, or customer, or you otherwise have a question regarding this Code of Ethics, ask your

supervisor or the SVP of Human Resources. If you observe a staff member, supplier, or contractor

who has taken, or is planning to take, an action which could be a violation of our Code of Ethics

and/or Company policy, or you believe that you may have taken any action, intentionally or

otherwise, in violation of this Code of Ethics, you have the obligation to promptly report the

action to your supervisor or a Vice President responsible for your restaurant or department. If

you reasonably suspect that your report is not being investigated, or otherwise are not

comfortable reporting to your supervisor or Vice President, you may also contact the SVP of

Human Resources. You do not necessarily need to identify yourself when making your report

and, if requested, confidentiality will be maintained, subject to applicable law, regulations and

legal proceedings. The Staff Relations “CARELINE” at 1-800-241-5689 is designed for instances

such as these.

You must also fully cooperate with any external or internal investigation as to possible

violations of our Code of Ethics. Reprisals, threats, retribution, or retaliation of any type against

any person who has in good faith reported a violation or suspected violation of law, this Code

of Ethics, or other Company policies, or against any person as a result of assisting or

participating in an investigation of a possible violation, is strictly prohibited.

The Company is required to make full, fair, accurate, timely, and understandable

disclosures in reports and documents that it files with, or submits to, the SEC and its other

public communications. The Company’s CEO and CFO are legally responsible for the fair

presentation of the Company’s financial position and results of operations, and are also

responsible for the effective operation of the Company’s overall system of accounting and

administrative controls and procedures. The CEO and CFO take these responsibilities very

seriously and invite any Company staff member to directly communicate with either one of

them, or the Company’s General Counsel, if any question, complaint, or concern arises as to

the accuracy, quality, timeliness, or effectiveness of any aspect of the Company’s financial

reporting or internal control processes. If a material mistake in any financial disclosures

previously filed with, or submitted to, the SEC is discovered, such mistake should be

immediately brought to the attention of the CEO or CFO.

In addition, you may submit complaints or concerns regarding financial statement

disclosures, accounting, internal accounting controls, misuse or inappropriate use of corporate

assets, or auditing matters to the Chairperson of the Audit Committee of our Board of Directors.

Such submissions should be forwarded in a sealed envelope addressed to the Chairperson of

the Audit Committee, c/o Vice President, Internal Audit, 26901 Malibu Hills Road, Calabasas

Hills, California, 91301. Please mark the envelope “To be opened by the Audit Committee only.”

Such correspondence will be promptly directed to the Chairperson of the Audit Committee by

our General Counsel. If you would like to discuss any matter with the Audit Committee, you

should indicate this on your submission and include a telephone number at which you might be

contacted if the Audit Committee deems it appropriate. If requested by an employee, the

Company will protect the confidentiality and anonymity of an employee who makes a complaint.

The Company is not obligated to protect the confidentiality and anonymity of a non-employee

who makes a complaint.

L. Supervisors

If you are in a supervisory role, you are required to conduct yourself in a professional

manner with staff, regardless of whether you are on duty or on Company premises. It is your

responsibility to protect and enhance the assets and reputation of The Cheesecake Factory

Incorporated. Managers and supervisors have a responsibility to know and follow all of our

policies and procedures, and to uphold the Company’s best interests at all times. A manager or

supervisor may not authorize any staff member to violate any of our Company policies, including

without limitation, authorizing unpaid work or services performed “off the clock,” or any other

business transaction which is not fully documented and reported in a timely manner.

We believe that all staff members deserve to be treated with fairness, dignity, and

respect. We will not tolerate abusive, discriminatory, harassing, or unprofessional behavior

from any manager, supervisor, vendor, guest, or co-worker. It is not appropriate to raise your

voice to staff members, or to address staff members in an abusive manner. Managers and

supervisors may not threaten, coerce, or intimidate staff in any way. If staff members are

unable or unwilling to perform necessary job-related tasks as prescribed by a manager or

supervisor, then the manager or supervisor must use the appropriate coaching and counseling

techniques as described in our disciplinary procedures based on the circumstances presented.

Managers and supervisors should preserve dignity by disciplining staff out of the view of

others. It is unacceptable to admonish staff in front of their peers. Counseling sessions should

take place in a private area and in a manner that is designed to promote a fair and objective

outcome.

Managers and supervisors must set the example by adhering to all Company standards,

policies, and procedures, including, but not limited to, being on time, following the appropriate

dress guidelines, following alcohol consumption guidelines, and responsibly limiting conducting

personal business on Company time or on Company premises. Managers and supervisors may

not use their position for personal gain, nor abuse their rank or position to the outside public in

exchange for social favors or personal gain. It is your responsibility to know the “Personal

Relations Between Managers and Staff” Policy.

Managers and supervisors are obligated to report any suspected violations of Company

policy to their direct supervisor or the SVP of Human Resources, unless another officer of the

Company is designated above to receive information concerning violations of this Code of Ethics,

in which case, such reporting should be to the designated person. This includes any suspected

occurrences of theft, substance abuse on the job, violation of labor laws, safety violations,

destruction of Company property, solicitations or “kickbacks,” incidents of sexual harassment,

discriminatory behavior, threats of violence, or other infractions of this Code of Ethics or other

Company policies and/or applicable federal, state and local laws, rules, and regulations.

Managers and supervisors are also obligated to report to their respective supervisors and/or

General Manager (at the restaurants), Vice President (at the corporate offices) or President (at

the bakeries) any information concerning any such violations or suspected violations reported

to them by staff members working under their supervision or otherwise.

III. ADMINISTRATION OF THE “CODE OF ETHICS”

The SVP of Human Resources at the Corporate Center is responsible for the day-to-day

administration of the “Code of Ethics” and will interpret the code in his/her best judgment. If

you are not satisfied with an interpretation of the code, you may request a review by the

Company President.

IV. QUESTIONS

Any questions regarding this policy may be directed to your immediate

supervisor.

V. QUICK REFERENCE GUIDE WHOM TO GO TO FOR QUESTIONS/CONCERNS

Area of Concern Code of Ethics Section Person

1. General Code of Ethics Questions

2. Gifts, Gratuities, and Payments

3. Personal Events to Promote or Sell

(Corporate)

4. Administration of the Code of

Ethics

SVP of Human Resources

II, C (vi) (b)

II, D

III

1. Solicitation of Non-Company

Goods and Services

2. Company Sponsored Events

3. Company Assets and Systems

II, D

II, J

Company President or

President of a restaurant or

bakery division

1. Gifts to Political Parties or

II, D

General Counsel

Candidates

2. Requests for Information by

II, F (ii)

Regulatory Agencies

3. Company Spokesperson for

II, F (iii)

Investors, News Media, and

Securities Analysts

4. Insider Trading 5. Internet

II, G II, H

Message Boards

6. Accessing ECS

II, J (iii)

1. Financial Statement Disclosures

and Accounting

II, K

CEO, CFO

1. Other Sole Sourcing

2. Obligation to Communicate and

Cooperate

II, C (vi) (a)

II, K

Departmental VP

1. Company Spokesperson for

Investors, News Media, and

Securities Analysts

II, F (iii)

Vice President of Investor

Relations, General Counsel,

Senior Vice President of

Marketing

Unless it is not appropriate due to the circumstances, it is usually best to first speak

with your supervisor about any Code of Ethics concern you may have.

THE CHEESECAKE FACTORY INCORPORATED

Code of Ethics and Business Conduct

(Revised May 29,2019)

All Cheesecake Factory Incorporated managers, corporate/bakery management, and

new restaurant opening designated staff are to read and sign this acknowledgement.

I have read The Cheesecake Factory Incorporated Code of Ethics and Business

Conduct (the “Code of Ethics”). Some of the key areas covered include:

A. General Standards of Conduct

B. Compliance with Laws

C. Conflicts of Interest

D. Non-Solicitation

E. Non-Raid and Non-Disparage Issues

F. Protection of the Company’s Confidential Information

G. Prohibition Against “Insider Trading”

H. Posting Messages Regarding the Company on Internet Message Boards or

Chat Rooms

I. Prohibition Against Short Selling

J. Protection and Use of the Company’s Assets

K. Your Obligation to Communicate

L. Supervisors

I agree to abide by this Code of Ethics. I understand that if I violate any of the

provisions of the Code of Ethics, I may be subject to disciplinary action, up to and including

discharge. I also understand that if I have any questions about this Code of Ethics or how it

pertains to my job, I may contact my supervisor or the SVP of Human Resources. Additionally,

I understand that the provisions of this policy do not attempt to address or cover every

situation that might arise on these subjects, that the Code of Ethics is subject to modification,

and that the Company relies on the personal integrity and good business judgment exercised

by all of its staff members to act in the best interests if our Company. Finally, I understand

that nothing contained in this Code of Ethics is intended to create a contract for employment,

express or implied. I acknowledge that my employment remains “at will” and that either the

Company or I can terminate it at any time and for any reason.

Signature Date

Print Name Location

We recommend that you keep a copy of this signed agreement for your

records.

Send this original, signed acknowledgement to the Corporate Center Staff Relations

Department for inclusion in your personnel file.