Chipotle 2013 Annual Report Download - page 103

Claw-back Provision for Executive Officers
Equity awards granted to a participant who is determined by the Board to be an “executive officer” shall be
subject to any right that Chipotle may have under any recoupment policy or other agreement with such
participant, including any provisions that may be adopted regarding the recovery of “incentive-based
compensation” under the Dodd-Frank Act.
Amendments Requiring Shareholder Approval
The Board may terminate, amend, or suspend the 2011 Stock Incentive Plan, provided that no action is
taken by the Board (except those described in “Adjustments”) without shareholder approval to:
• increase the number of shares that may be issued under the 2011 Stock Incentive Plan;
• reprice, repurchase, or exchange underwater stock options or stock appreciation rights;
• amend the maximum number of shares that may be granted to a participant within a single calendar
year;
• extend the term of the 2011 Stock Incentive Plan;
• change the class of persons eligible to participate in the 2011 Stock Incentive Plan; or
• otherwise implement any amendment required to be approved by shareholders under exchange listing
rules as in effect from time to time.
Adjustments
In the event of a stock dividend, recapitalization, stock split, combination of shares, extraordinary dividend
of cash or assets, reorganization, or exchange of our common stock, or any similar equity restructuring
transaction (as that term is used in ASC 718) affecting our common stock, the Compensation Committee will
equitably adjust the number and kind of shares available for grant under the 2011 Stock Incentive Plan, the
number and kind of shares subject to the award limitations set forth in the 2011 Stock Incentive Plan and subject
to outstanding awards under the 2011 Stock Incentive Plan and the exercise price of outstanding stock options
and of other awards.
The impact of a merger or other reorganization of Chipotle on outstanding stock options, stock appreciation
rights and Full Value Awards granted under the 2011 Stock Incentive Plan shall be determined in the
Compensation Committee’s sole discretion. Permitted adjustments include assumption of outstanding equity
awards, accelerated vesting, or accelerated expiration of outstanding equity awards, or settlement of outstanding
awards in cash.
U.S. Tax Consequences under the 2011 Stock Incentive Plan
The following summary sets forth the tax events generally expected for United States citizens under current
United States federal income tax laws in connection with equity awards under the 2011 Stock Incentive Plan.
This summary omits the tax laws of any municipality, state, or foreign country in which a participant resides.
Stock Options
A participant will realize no taxable income, and we will not be entitled to any related deduction, at the time
a stock option that does not qualify as an “incentive stock option” under the Code is granted under the Stock
Incentive Plan. At the time of exercise of such a non-qualified stock option, the participant will realize ordinary
income, and we will be entitled to a deduction, equal to the excess of the fair market value of the stock on the
date of exercise over the option price. Upon disposition of the shares, any additional gain or loss realized by the
recipient will be taxed as a capital gain or loss, long-term or short-term, based upon how long the shares are held.
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Proxy Statement