Chipotle 2013 Annual Report Download - page 149

to any one or more of its members and (ii) delegate all or any part of its responsibilities and powers to any person
or persons selected by it, provided that no such delegation may be made that would cause any Incentive Awards
or other transactions under the Plan to fail to or cease to be exempt from Section 16(b) of the Exchange Act, or
cause an Incentive Award designated as Performance-Based Compensation not to qualify for, or to cease to
qualify for, any exemption from non-deductibility under Section 162(m) of the Code. Any such allocation or
delegation may be revoked by the Committee at any time.
The Committee shall have full discretionary authority to administer the Plan, including discretionary
authority to interpret and construe any and all provisions of the Plan and the terms of any Incentive Award (and
any agreement evidencing any Incentive Award) granted thereunder and to adopt and amend from time to time
such rules and regulations for the administration of the Plan as the Committee may deem necessary or
appropriate (including without limitation the adoption or amendment of rules or regulations applicable to the
grant, vesting or exercise of Incentive Awards issued to employees located outside the United States). Without
limiting the generality of the foregoing, (i) the Committee shall determine whether an authorized leave of
absence, or absence in military or government service, shall constitute termination of employment and (ii) the
employment of a Participant with the Company shall be deemed to have terminated for all purposes of the Plan if
such person is employed by or provides services to a Person that is a Subsidiary of the Company and such Person
ceases to be a Subsidiary of the Company, unless the Committee specifically determines otherwise in writing.
Decisions of the Committee shall be final, binding and conclusive on all parties.
On or after the date of grant of an Incentive Award under the Plan, the Committee may (i) accelerate the
date on which any such Incentive Award becomes vested, exercisable or transferable, as the case may be,
(ii) extend the term of any such Incentive Award, including, without limitation, extending the period following a
termination of a Participant’s employment with or services as a Director of the Company during which any such
Incentive Award may remain outstanding, (iii) waive any conditions to the vesting, exercisability or
transferability, as the case may be, of any such Incentive Award (iv) provide for the payment of dividends or
dividend equivalentsDividend Equivalents with respect to any such Incentive Award; or (v) otherwise amend an
outstanding Incentive Award in whole or in part from time-to-time as the Committee determines, in its sole and
absolute discretion, to be necessary or appropriate to conform the Incentive Award to, or otherwise satisfy any
legal requirement (including without limitation the provisions of Section 409A of the Code), which amendments
may be made retroactively or prospectively and without the approval or consent of the Participant to the extent
permitted by applicable law; provided, that the Committee shall not have any such authority to the extent that the
grant or exercise of such authority would cause any tax to become due under Section 409A of the Code.
Notwithstanding anything herein to the contrary, in no event shall a Full Value Award not subject to
performance-based conditions have a vesting schedule resulting in such Full Value Award vesting in full prior to
the third anniversary of the grant date, provided, however, that this restriction will be inapplicable to awards
representing no more than 5% of the total shares of Common Stock authorized for issuance under the Plan. For
purposes of clarity, this restriction will not prohibit any Full Value Award from (i) having partial vesting dates
prior to the third anniversary of the grant date in accordance with a proportionate vesting schedule determined at
the discretion of the Committee, so long as such award does not vest in full prior to the third anniversary of the
grant date, or (ii) having provisions for acceleration of the vesting date within the limitations set forth in the
following paragraph.
Also notwithstanding anything herein to the contrary, in no event shall any Incentive Award provide for
acceleration of the vesting date of such award other than in connection with the death, disability or retirement of
the Participant holding such Incentive Award or a Change in Control, provided, however, that this restriction will
be inapplicable to awards representing no more than 5% of the total shares of Common Stock authorized for
issuance under the Plan.
No member of the Committee shall be liable for any action, omission, or determination relating to the Plan,
and Chipotle shall indemnify and hold harmless each member of the Committee and each other Director or
employee of the Company to whom any duty or power relating to the administration or interpretation of the Plan
A-7
Proxy Statement