Chipotle 2013 Annual Report Download - page 153

the Board. Notwithstanding the foregoing sentence, a Participant’s employment will be deemed to terminate
immediately upon such Participant’s termination for Cause, regardless of whether Participant remains on the
Board following such termination.
8. Performance Measures
(a) Performance Measures
The performance goals upon whichCommittee shall have the payment or vestingauthority, at the time of
grant of any Full Value Award, to a Covered Employee that is intended to qualify as designate it as a
Performance-Based Compensation depends shall relateintended to qualify as “performance-based compensation”
under Section 162(m) of the Code. Notwithstanding anything to one or more of the following the contrary in the
Plan, the Committee shall not be obligated to grant any Incentive Award in the form of “performance-based
compensation” under Section 162(m) of the Code.
The Performance Measures that will be used to establish Performance Goals shall be based on attaining
specific levels of performance (either alone or in any combination, and may be expressed with respect to the
Company (and/or one or more of its Subsidiaries, divisions or operating units or groups, or any combination of
the foregoing), and may include any of the following as the Committee may determine):: revenue growth; cash
flow; cash flow from operations; net income; net income before equity compensation expense; earnings per
share, diluted or basic; earnings per share from continuing operations, diluted or basic; earnings before interest
and taxes; earnings before interest, taxes, depreciation, and amortization; earnings from continuing operations;
net asset turnover; inventory turnover; capital expenditures; income from operations; income from operations
excluding non-cash related entries; income from operations excluding non-cash adjustments; income from
operations before equity compensation expenses; income from operations excluding equity compensation
expense and lease expense; operating cash flow from operations; income before income taxes; gross or operating
margin; restaurant-level operating margin; profit margin; assets; debt; working capital; return on equity; return
on net assets; return on total assets; return on capital; return on investment; return on revenue; net or gross
revenue; comparable restaurant sales; new restaurant openings; market share; economic value added; cost of
capital; expense reduction levels; safety record; stock price; productivity; customer satisfaction; employee
satisfaction; and total shareholder return. For any Plan Year, Performance Measures may be determined on an
absolute basis or relative to internal goals or relative to levels attained in years prior to such Plan Year or related
to other companies or indices or as ratios expressing relationships between two or more Performance Measures.
In the event that applicable tax and/or securities laws change to permit Committee discretion to alter the
governing Performance Measures without obtaining stockholder approval of such alterations, the Committee
shall have sole discretion to make such alterations without obtaining stockholder approval. The Committee is
authorized at any time during the first ninety (90) days of a Performance Period (or, if longer or shorter, within
the maximum period allowed under Section 162(m) of the Code), or at any time thereafter to the extent the
exercise of such authority at such time would not cause the Performance-Based Compensation granted to any
Participant for such Performance Period to fail to qualify as “performance-based compensation” under
Section 162(m) of the Code, in its sole discretion, to adjust or modify the calculation of a Performance Goal for
such Performance Period, based on and in order to appropriately reflect the following events: (i) asset write-
downs; (ii) litigation or claim judgments or settlements; (iii) the effect of changes in tax laws, accounting
principles, or other laws or regulatory rules affecting reported results; (iv) any reorganization and restructuring
programs; (v) extraordinary nonrecurring items as described in Accounting Principles Board Opinion No. 30 (or
any successor pronouncement thereto) and/or in management’s discussion and analysis of financial condition and
results of operations appearing in the Company’s annual report to stockholders for the applicable year;
(vi) acquisitions or divestitures; (vii) any other specific unusual or nonrecurring events, or objectively
determinable category thereof; (viii) foreign exchange gains and losses; and (ix) a change in the Company’s
fiscal year.
A-11
Proxy Statement