Chipotle 2013 Annual Report Download - page 145

Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any
Incentive Award that provides for the deferral of compensation and is subject to Section 409A of the Code, the
transaction or event described in (i), (ii), or (iii) above with respect to such Incentive Award must also constitute
a “change in control event,” as defined in Treasury Regulation § 1.409A-3(i)(5) to the extent required by
Section 409A of the Code. The Committee shall have full and final authority, which shall be exercised in its sole
discretion, to determine conclusively whether a Change in Control has occurred for purposes of this Section 1(d),
and the date of the occurrence of such Change in Control and any incidental matters relating thereto.
(e) “Chipotle” means Chipotle Mexican Grill, Inc., a Delaware corporation, and any successor thereto.
(f) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and all regulations,
interpretations and administrative guidance issued thereunder.
(g) “Committee” means the Compensation Committee of the Board of Directors or such other committee as
the Board of Directors shall appoint from time to time to administer the Plan and to otherwise exercise and
perform the authority and functions assigned to the Committee under the terms of the Plan.
(h) “Common Stock” means Chipotle’s Common Stock, $0.01 par value per share, or any other security into
which the common stock shall be changed pursuant to the adjustment provisions of Section 9 of the Plan.
(i) “Company” means Chipotle and all of its Subsidiaries, collectively.
(j) “Covered Employee” means a Participant who at the time of reference is a “covered employee” as
defined in Section 162(m) of the Code and the regulations promulgated thereunder.
(k)(j) “Director” means a member of the Board of Directors who is not at the time of reference an employee
of the Company.
(k) “Dividend Equivalent” means a right to receive the equivalent value (in cash or Common Stock) of
dividends paid on Common Stock. Dividend Equivalents may be granted based on dividends declared on the
Common Stock, to be credited as of dividend payment dates during the period between the date an Incentive
Award is granted to a Participant and such date or dates as determined by the Committee. Such Dividend
Equivalents shall be converted to cash or additional shares of Common Stock by such formula and at such time
and subject to such limitations as may be determined by the Committee. In addition, Dividend Equivalents with
respect to an Incentive Award with performance-based vesting that are based on dividends paid prior to the
vesting of such Incentive Award shall only be paid out to the Participant to the extent that the performance-based
vesting conditions are subsequently satisfied and such award vests. No Dividend Equivalent shall be payable
with respect to any Incentive Award unless specified by the Committee in the agreement evidencing the
Incentive Award.
(l) “Eligible Person” means any (i) individual employed by the Company or any of its Subsidiaries;
(ii) director of the Company or any of its Subsidiaries; (iii) consultant or advisor to the Company or any of its
Subsidiaries who may be offered securities registrable on Form S-8 under the Securities Act or pursuant to Rule
701 of the Securities Act, or any other available exemption, as applicable; or (iv) prospective employees,
directors, officers, consultants or advisors who have accepted offers of employment or consultancy from the
Company or its Subsidiaries (and would satisfy the provisions of clauses (i) through (iii) above once such person
begins employment with or providing services to the Company or its Subsidiaries).
(l)(m) “Exchange Act” means the Securities Exchange Act of 1934, as amended.
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