Chipotle 2013 Annual Report Download - page 148

Committee. Any shares of Common Stock subject to Options or stock appreciation rights shall be counted against
the maximum share limitation of this Section 3(a) as one share of Common Stock for every share of Common
Stock subject thereto. Any shares of Common Stock subject to Full- Value Awards shall be counted against the
maximum share limitation of this Section 3(a) as two shares of Common Stock for every share of Common Stock
subject thereto.
For purposes of the preceding paragraph, shares of Common Stock covered by Incentive Awards shall only
be counted as used to the extent they are actually issued and delivered to a Participant (or such Participant’s
permitted transferees as described in the Plan) pursuant to the Plan. For purposes of clarification, if shares of
Common Stock are issued subject to conditions which may result in the forfeiture, cancellation or return of such
shares to the Company, any portion of the shares forfeited, cancelled or returned shall be treated as not issued
pursuant to the Plan. Shares of Common Stock covered by Incentive Awards granted pursuant to the Plan in
connection with the assumption, replacement, conversion or adjustment of outstanding equity-based awards in
the context of a corporate acquisition or merger (within the meaning of Section 303A.08 of the New York Stock
Exchange Listed Company Manual or any successor provision) shall not count as used under the Plan for
purposes of this Section 3. Notwithstanding the foregoing, the following shares of Common Stock subject to
Incentive Awards that are not Full Value Awards may not again be made available for issuance as Incentive
Awards under the Plan: (i) shares of Common Stock not issued or delivered as a result of the net settlement of an
outstanding Option or stock appreciation right, (ii) shares of Common Stock used to pay the exercise price or
withholding taxes related to an outstanding Incentive Award that is not a Full Value Award, or (iii) shares of
Common Stock reacquired by the Company with the amount received upon exercise of an Option.
Subject to adjustment as provided in Section 9, the maximum number of shares of Common Stock subject to
Incentive Awards which may be granted under the Plan to any single Participant in any fiscal year of the
Company shall not exceed 700,000 shares per fiscal year.
(b) Prohibition on Substitutions and Repricings
Except as provided in this Section 3(b) in no event shall any new Incentive Awards be issued in substitution
for outstanding Incentive Awards previously granted to Participants, nor shall any repricing (within the meaning
of US generally accepted accounting practices or any applicable stock exchange rule) of Incentive Awards issued
under the Plan be permitted at any time under any circumstances, in each case unless the shareholders of the
Company expressly approve such substitution or repricing. Notwithstanding the foregoing, the Committee may
authorize the issuance of Incentive Awards in substitution for outstanding Full Value Awards, provided such
substituted Incentive Awards are for a number of shares of Common Stock no greater than the number included
in the original award, have an exercise price or base price (if applicable) at least as great as the exercise price or
base price of the substituted award, and the effect of the substitution is (A) solely to add restrictions (such as
performance conditions) to the award or (B) to provide a benefit to the Company (and not the Participant)
(which, for the avoidance of doubt, shall include substitutions performed for the purpose of permitting the
Incentive Awards to qualify as “performance based compensation” for purposes of Section 162(m) of the Code).
4. Administration of the Plan; Certain Restrictions on Incentive Awards
The Plan shall be administered by a Committee of the Board of Directors designated by the Board of
Directors consisting of two or more persons, at least two of whom qualify as non-employee directors (within the
meaning of Rule 16b-3 promulgated under Section 16 of the Exchange Act), and as “outside directors” within the
meaning of Treasury Regulation Section 1.162-27(e)(3) and as “independent” within the meaning of the rules of
any applicable stock exchange or similar regulatory authority. The Committee shall, consistent with the terms of
the Plan, from time to time designate those employees and non-employee directors who shall be granted
Incentive Awards under the Plan and the amount, type and other terms and conditions of such Incentive Awards.
Except to the extent prohibited by applicable law or the applicable rules of a stock exchange on which the
Company’s shares are traded, the Committee may (i) allocate all or any portion of its responsibilities and powers
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