Chipotle 2012 Annual Report Download - page 96

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which remains in whole or in part unpaid, and/or demand that the participant pay to us in cash the amount of
certain prior payments received by the participant under the plan. The plan also provides that if we are required
to prepare an accounting restatement due to our material noncompliance with any financial reporting
requirements under the securities laws, participants shall return us, or forfeit if not yet paid, the amount of any
payment received with respect to an award under the plan during the three-year period preceding the date on
which we are required to prepare the accounting restatement, based on the erroneous data, in excess of what
would have been paid to the participant under the accounting restatement as determined by the committee in
accordance with any applicable “clawback requirements” under applicable securities laws, regulations or
securities exchange listing conditions, or any policy adopted by the committee pursuant to any such
requirements.
Federal Income Tax Consequences
All cash payments made under the 2014 Cash Incentive Plan are taxable to the participant when received.
While we intend that payments made under the plan will be fully deductible when paid, there are operational
requirements that must be met in order to qualify for the Section 162(m) performance-based exception, and there
is no guarantee that amounts will in fact be deductible.
New Plan Benefits
The specific individuals who will be granted awards under the 2014 Cash Incentive Plan will be determined
by the Compensation Committee, subject to limits on the maximum amounts that may be awarded to any
individual as described above. Future awards to be received by or allocated to particular individuals under the
plan are not presently determinable. Amounts paid to participants under the Amended and Restated 2006 Cash
Incentive Plan for the 2012 fiscal year, as determined under the terms of the AIP, are set forth below.
Name and Position Dollar Value
Steve Ells, Chairman and Co-Chief Executive Officer .................... $2,404,864
Monty Moran, Co-Chief Executive Officer ............................ $2,061,312
Jack Hartung, Chief Financial Officer ................................ $ 781,402
Bob Blessing, Chief Development Officer ............................. $ 287,207
Mark Crumpacker, Chief Marketing Officer ........................... $ 308,888
Executive Officers as a Group ...................................... $5,843,673
Non-employee Directors as a Group .................................. $ —
Non-officer Employees as a Group ................................... $ 472,466
The Board of Directors recommends a vote FOR the approval of the Chipotle Mexican Grill, Inc. 2014
Cash Incentive Plan.
26
Proxy Statement