Chipotle 2013 Annual Report Download - page 147

(r)(t) “Participant” means a Director, consultant, advisor or employee of the Company who is eligible to
participate in the Plan and to whom one or more Incentive Awards have been granted pursuant to the Plan and,
following the death of any such Person, his successors, heirs, executors and administrators, as the case may be.
(s)(u) “Performance-Based Compensation” means compensation intended to satisfyany Full Value Award
designated by the requirements ofCommittee as Performance-Based Compensation under Section 162(m)8 of the
Code for deductibility of remuneration paid to Covered EmployeesPlan.
(v) “Performance Goals” mean, for a Performance Period, the one or more goals established by the
Committee for the Performance Period based upon the Performance Measures.
(l)(w) “Performance Measures” means such measures as are described in Section 8 on which performance
goalsPerformance Goals are based in order to qualify certain awards granted hereunder as Performance-Based
Compensation.
(u)(x) “Performance Period” means the period of time during which the performance goalsPerformance
Goals must be met in order to determine the degree of payout and/or vesting with respect to an Incentivea Full
Value Award that is intended to qualify as Performance-Based Compensation.
(v)(y) “Person” means a “person” as such term is used in Section 13(d) and 14(d) of the Exchange Act,
including any “group” within the meaning of Section 13(d)(3) under the Exchange Act.
(w)(z) “Plan” means this Amended and Restated Chipotle Mexican Grill, Inc. 2011 Stock Incentive Plan, as
it may be amended from time to time.
(x)(aa) “Qualifying Termination” means a Participant’s termination of employment by the Company
Without Cause or for Good Reason, in either case during the period commencing on a Change in Control and
ending on the second anniversary of the Change in Control.
(y)(bb) “Securities Act” means the Securities Act of 1933, as amended.
(z)(cc) “Subsidiary” means any “subsidiary” within the meaning of Rule 405 under the Securities Act.
(aa)(dd) “Voting Securities” means, at any time, Chipotle’s then outstanding voting securities.
(bb)(ee) “Without Cause” means a termination of a Participant’s employment with the Company other than:
(i) a termination of employment by the Company for Cause, (ii) a termination of employment as a result of the
Participant’s death or Disability or (iii) a termination of employment by the Participant for any reason.
3. Stock Subject to the Plan
(a) In General
Subject to adjustment as provided in Section 9 and the following provisions of this Section 3, the maximum
number of shares of Common Stock that may be issued pursuant to Incentive Awards granted under the Plan
shall not exceedbe increased from 3,360,000 to 5,960,000 shares of Common Stock in the aggregate, of which
960,000 shares of Common Stock were available for issuance but were not issued under the Company’s
Amended and Restated 2006 Stock Incentive Plan. Out of such aggregate, the maximum number of shares of
Common Stock that may be covered by Options that are designated as “incentive stock options” within the
meaning of Section 422 of the Code shall not exceed 3,000,000 shares of Common Stock, subject to adjustment
as provided in Section 9 and the following provisions of this Section 3. Shares of Common Stock issued under
the Plan may be either authorized and unissued shares or treasury shares, or both, at the discretion of the
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