Chipotle 2013 Annual Report Download - page 144

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a part thereof) maintained by the Company. Notwithstanding the foregoing, a Change in Control shall not be
deemed to occur solely because any Person becomes the Beneficial Owner of twenty-five percent or more of the
outstanding Voting Securities (A) in connection with a Business Combination that is not a Change in Control
pursuant to sub-clause (iii), below, or (B) as a result of the acquisition of Voting Securities by the Company
which, by reducing the number of Voting Securities deemed to be outstanding, increases the proportional number
of shares Beneficially Owned by such Person, provided, however, that if a Change in Control would have
occurred (but for the operation of this proviso) as a result of the acquisition of Voting Securities by the Company
and at any time after such acquisition such Person becomes the Beneficial Owner of any additional Voting
Securities following which such Person is the Beneficial Owner of twenty-five percent or more of the
outstanding Voting Securities, a Change in Control shall occur;
(ii) The individuals who, as of March 16, 2011 are members of the Board of Directors (the “Incumbent
Board”), cease for any reason to constitute at least a majority of the members of the Board of Directors;
provided, however that if the election or appointment, or nomination for election by Chipotle’s common
stockholders, of any new director was approved by a vote of at least two-thirds of the Incumbent Board, such
new director shall, for purposes of the Plan, thereafter be considered as a member of the Incumbent Board;
provided, further, however, that no individual shall be considered a member of the Incumbent Board if such
individual initially assumed office as a result of an actual or threatened solicitation of proxies or consents by or
on behalf of a Person other than the Board of Directors (a “Proxy Contest”) including by reason of any agreement
intended to avoid or settle any Proxy Contest; or
(iii) The consummation of:
(A) a Business Combination with or into the Company or in which securities of Chipotle are issued,
unless such Business Combination is a Non-Control Transaction;
(B) a complete liquidation or dissolution of the Company; or
(C) the sale or other disposition of all or substantially all of the assets of the Company (on a consolidated
basis) to any Person other than the Company or an employee benefit plan (or a trust forming a part thereof)
maintained by the Company or by a Person which, immediately thereafter, will have all its voting securities
owned by the holders of the Voting Securities immediately prior thereto, in substantially the same proportions.
For purposes of the Plan, a “Non-Control Transaction” is Business Combination involving the Company
where:
(x) the holders of Voting Securities immediately before such Business Combination own, directly or
indirectly immediately following such Business Combination more than fifty percent of the combined
voting power of the outstanding voting securities of the parent corporation resulting from, or the corporation
issuing its voting securities as part of, such Business Combination (the “Surviving Corporation”) in
substantially the same proportion as their ownership of the Voting Securities immediately before such
Business Combination by reason of their prior ownership of Voting Securities;
(y) the individuals who were members of the Incumbent Board immediately prior to the execution of
the agreement providing for such Business Combination constitute a majority of the members of the board
of directors of the Surviving Corporation, or a corporation beneficially owning a majority of the voting
securities of the Surviving Corporation; and
(z) no Person other than the Company or any employee benefit plan (or any trust forming a part
thereof) maintained immediately prior to such Business Combination by the Company immediately
following the time at which such transaction occurs, is a Beneficial Owner of twenty-five percent or more of
the combined voting power of the Surviving Corporation’s voting securities outstanding immediately
following such Business Combination.
Notwithstanding the foregoing, a Change in Control shall not be deemed to occur as a result of any event or
transaction to the extent that treating such event or transaction as a Change in Control would cause any tax to
become due under Section 409A of the Code.
A-2
Proxy Statement