Chipotle 2012 Annual Report Download - page 127

Annex A
CHIPOTLE MEXICAN GRILL, INC.
2014 CASH INCENTIVE PLAN
Section 1. Purpose.
The purpose of the 2014 Cash Incentive Plan (the “Plan”) is to promote the interests of Chipotle Mexican
Grill, Inc. (“Chipotle”) and its subsidiaries (collectively the “Company”) by providing eligible key employees
of the Company with incentive to assist the Company in meeting and exceeding its business goals. The Plan
provides opportunities for Participants (as defined in Section 3 below) to earn financial rewards for their role in
assisting Chipotle to meet its annual performance targets. Awards (as defined in Section 5 below) under the Plan
are based on the Company achieving the Performance Goal (as defined in Section 5). The Plan will cover each
fiscal year of Chipotle beginning with its 2014 fiscal year. Each such fiscal year is referred to herein as a
“Performance Period.”
Section 2. Administration.
(a) The Plan shall be administered by the Executive Compensation Committee (the “Committee”) of
the Board of Directors of Chipotle (the “Board”) from among its members and shall be comprised of not fewer
than two members who are intended to qualify as “outside directors” within the meaning of Section 162(m) of
the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder.
(b) The Committee shall have broad authority to grant and administer Awards under the Plan and may,
subject to the provisions of the Plan, establish, adopt or revise rules and regulations relating to the Plan or take
such actions as it deems necessary or advisable for the proper administration of the Plan. The Committee shall
have the authority to interpret and make decisions under the Plan in its sole discretion including but not limited to
determining whether the Performance Goal and other conditions that are a prerequisite to earning an Award have
been met and exercising discretion to reduce or eliminate the amount to be provided as an incentive payment
hereunder. Any decision or interpretation by the Committee hereunder shall be final and conclusive for all
purposes and binding upon all Participants or former Participants and their successors in interest.
(c) Neither the Committee nor any member of the Committee shall be liable for any act, omission,
interpretation, construction or determination made in good faith in connection with the Plan, and the members of
the Committee shall be entitled to indemnification and reimbursement by Chipotle in respect of any claim, loss,
damage or expense (including, without limitation, reasonable attorneys’ fees) arising or resulting therefrom to the
fullest extent permitted by law.
Section 3. Eligibility.
Awards may be granted to officers, executive directors and key employees of the Company who are selected
for participation in the Plan by the Committee. The Committee shall select in writing who shall receive an Award
with respect to a Performance Period within 90 days after the beginning of such Performance Period. A
qualifying employee selected by the Committee to participate in the Plan shall be a “Participant” with respect to
such Performance Period. Provided the Committee determines that the Company has met the Performance Goal
for the Performance Period as set forth under Section 5 below and all other eligibility requirements are met, the
following guidelines will be used to determine Participants’ incentive award eligibility. Awards are not
guaranteed and will not be paid unless the Performance Goal is met and the Committee authorizes the payment of
an incentive payment hereunder.
Each employee whose employment terminates prior to the end of a Performance Period will not be eligible
to receive an incentive award under the Plan for that Performance Period. Notwithstanding the foregoing, if a
Participant’s employment is terminated due to retirement with Board’s consent, permanent disability or death
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