Chipotle 2013 Annual Report Download - page 143

This version of the proposed Amended and Restated Chipotle Mexican Grill, Inc. 2011 Stock Incentive Plan
reflects additions (in double underlined text) and deletions (in lined-through text) that are proposed to be made to
the existing Chipotle Mexican Grill, Inc. 2011 Stock Incentive Plan, as amended, as described further in Proposal D.
Appendix A
AMENDED AND RESTATED
CHIPOTLE MEXICAN GRILL, INC.
2011 STOCK INCENTIVE PLAN
1. Effective Date; Purpose of the Plan
This Chipotle Mexican Grill, Inc. established, effective as of March 6, 2011, the Chipotle Mexican Grill, Inc.
2011 Stock Incentive Plan, which is hereby amended and restated effective as of May 15, 2014, and shall remain in
effect as provided in Section 19 below. The Plan is intended to promote the interests of the Company and its
shareholders by providing the employees of the Company and eligible non-employeecurrent and prospective
directors of Chipotle, officers, employees, consultants and advisors of the Company and its Subsidiaries, who are
largely responsible for the management, growth and protection of the business of the Company, with incentives and
rewards to encourage them to continue in the service of the Company. The Plan is designed to meet this intent by
providing such employees and eligible non-employee directorsEligible Persons (as defined below) with a
proprietary interest in pursuing the long-term growth, profitability and financial success of the Company.
2. Definitions
As used in the Plan or in any instrument governing the terms of any Incentive Award, the following
definitions apply to the terms indicated below:
(a) “Board of Directors” means the Board of Directors of Chipotle.
(b) “Business Combination” means a merger, consolidation, reorganization or similar transaction.
(c) “Cause” means, when used in connection with the termination of a Participant’s employment with the
Company, unless otherwise provided in the Participant’s award agreement with respect to an Incentive Award or
effective employment agreement or other written agreement with respect to the termination of a Participant’s
employment with the Company, the termination of the Participant’s employment with the Company on account of:
(i) a failure of the Participant to substantially perform his or her duties (other than as a result of physical or mental
illness or injury); (ii) the Participant’s willful misconduct or gross negligence which is materially injurious to the
Company; (iii) a breach by a Participant of the Participant’s fiduciary duty or duty of loyalty to the Company; (iv) the
Participant’s unauthorized removal from the premises of the Company of any document (in any medium or form)
relating to the Company or the customers of the Company; or (v) the commission by the Participant of any felony or
other serious crime involving moral turpitude. Any rights the Company may have hereunder in respect of the events
giving rise to Cause shall be in addition to the rights the Company may have under any other agreement with the
Participant or at law or in equity. If, subsequent to a Participant’s termination of employment, it is discovered that such
Participant’s employment could have been terminated for Cause, the Participant’s employment shall, at the election of
the Committee, in its sole discretion, be deemed to have been terminated for Cause retroactively to the date the events
giving rise to Cause occurred.
(d) “Change in Control” means the occurrence, in a single transaction or in a series of anyrelated
transactions, of one or more of the following events:
(i) Any Person becoming the beneficial owner (within the meaning of Rule 13d-3 promulgated under
the Exchange Act, a “Beneficial Owner”), directly or indirectly, of twenty-five percent or more of the combined
voting power of Voting Securities; provided, however that a Change in Control shall not be deemed to occur by
reason of an acquisition of Voting Securities by the Company or by an employee benefit plan (or a trust forming
A-1
Proxy Statement