Chipotle 2012 Annual Report Download - page 131

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Section 9. General Provisions.
(a) No Rights to Awards or Continued Employment. No employee of the Company shall have any claim
or right to receive Awards under the Plan. Neither the Plan nor any action taken under the Plan shall be construed
as giving any employee any right to be retained by the Company.
(b) No Limits on Other Awards and Plans. Nothing contained in the Plan shall prohibit the Company
from establishing other special awards or compensation plans providing for the payment of compensation to
employees of the Company, including any Participants.
(c) Withholding Taxes. The Company shall deduct from all payments and distributions under the Plan any
required federal, state or local governments tax withholdings.
(d) Rights are Non-Assignable. A Participant nor any beneficiary nor any other person shall have any right
to assign the right to receive payments hereunder, in whole or in part, which payments are non-assignable and
non-transferable, whether voluntarily or involuntarily.
(e) Unfunded Status of Plan. The Company shall not have any obligation to establish any separate fund or
trust or other segregation of assets to provide for payments under the Plan. To the extent any person acquires any
rights to receive payments hereunder from the Company, such rights shall be no greater than those of an
unsecured creditor.
(f) Effective Date; Amendment. The Plan shall become effective on January 1, 2014 if approved by
Chipotle’s stockholders at Chipotle’s 2013 annual stockholder meeting. The Committee may at any time and
from time to time alter, amend, suspend or terminate the Plan in whole or in part; provided, however, (i) any
change to the Performance Goal or (ii) any alteration or amendment that requires shareholder approval in order to
allow Awards under the Plan to qualify as “performance-based compensation” under Section 162(m) of the Code
or to comply with other applicable laws or regulations, shall be made subject to such shareholder approval.
(g) Governing Law. The Plan and the rights of all persons under the Plan shall be construed and
administered in accordance with the laws of the State of Delaware without regard to its conflict of law principles.
(h) Interpretation. The Plan is designed and intended to comply with the requirements for “performance-
based compensation” under Section 162(m) of the Code and all provisions hereof shall be construed consistent
with this intention.
Approved by the Board of Directors on March 14, 2013, subject to shareholder approval.
A-5
Proxy Statement