Chipotle 2013 Annual Report Download - page 132

(3) One half of these SOSARs vested on February 6, 2014; the remaining half will vest on February 6, 2015,
subject to potential accelerated vesting as described in the footnotes to the table below under “Potential
Payments Upon Termination or Change-in-Control.”
(4) Vesting of these Performance SOSARs is contingent upon our achievement of stated levels of cumulative
adjusted cash flow from operations, subject to adjustments for stock-based compensation expense and for
one-time or unusual items, prior to the fourth and fifth fiscal year-ends following the award date, with
vesting to occur no sooner than February 6, 2014 and 2015 (with half of each Performance SOSAR subject
to each such time-based vesting date). Half of these Performance SOSARs vested in full on February 6,
2014. Vesting of the remaining unvested Performance SOSARs may accelerate as described in the footnotes
to the table below under “Potential Payments Upon Termination or Change-in-Control.”
(5) These SOSARs will vest in equal amounts on February 7, 2015 and 2016, subject to potential accelerated
vesting as described in the footnotes to the table below under “Potential Payments Upon Termination or
Change-in-Control.”
(6) Vesting of these Performance SOSARs is contingent upon our achievement of stated levels of cumulative
adjusted cash flow from operations prior to the fourth and fifth fiscal year-ends following the award date,
with vesting to occur no sooner than February 7, 2015 and 2016 (with half of each Performance SOSAR
subject to each such time-based vesting date). Vesting of these Performance SOSARs may accelerate as
described in the footnotes to the table below under “Potential Payments Upon Termination or Change-in-
Control.”
(7) As provided in the original terms of the awards, outstanding and unvested SOSARs held by Mr. Blessing,
other than Performance SOSARs, vested in full upon his retirement on October 31, 2013.
(8) These SOSARs will vest in equal amounts on June 8, 2015 and 2016, subject to potential accelerated vesting
as described in the footnotes to the table below under “Potential Payments Upon Termination or Change-in-
Control.”
(9) Represents shares issuable under the 2013 performance share awards, assuming achievement at the
threshold level of cumulative adjusted cash flow from operations, subject to certain adjustments for stock-
based compensation expense and for one-time or unusual items, through September 30, 2016.
(10) Based on the closing stock price of our common stock on December 31, 2013 of $532.78 per share.
OPTION EXERCISES AND STOCK VESTED IN 2013
The following table provides summary information about SOSARs exercised by our executive officers
during 2013 and shares of restricted stock that vested during 2013.
Option Awards Stock Awards
Name
Number of
Shares Acquired
on Exercise
Value
Realized on
Exercise (1)
Number of
Shares Acquired
on Vesting
Value
Realized on
Vesting (2)
Steve Ells ............ 150,000 $41,720,947 40,000 $20,389,600
Monty Moran ......... 5,000 $ 1,699,100 40,000 $20,389,600
Jack Hartung ......... 30,000 $ 9,415,176 20,000 $10,194,800
Bob Blessing ......... — — 5,500 $ 2,803,570
Mark Crumpacker ..... 20,000 $ 5,822,473 5,500 $ 2,803,570
(1) Based on the amount by which the closing price of our common stock on the date of exercise exceeded the
exercise price of the SOSARs.
(2) Based on the closing price of our common stock on the date of vesting.
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Proxy Statement