Chipotle 2013 Annual Report Download - page 155

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(c) Certain Mergers
Subject to any required action by the shareholders of Chipotle, in the event that Chipotle shall be the
surviving corporation in any merger, consolidation or similar transaction as a result of which the holders of
shares of Common Stock receive consideration consisting exclusively of securities of such surviving corporation,
the Committee shall adjust each Incentive Award outstanding on the date of such merger or consolidation to the
extent deemed appropriate by the Committee so that it pertains to and applies to the securities which a holder of
the number of shares of Common Stock subject to such Incentive Award would have received in such merger or
consolidation.
(d) Certain Other Transactions
In the event of (i) a dissolution or liquidation of Chipotle, (ii) a sale of all or substantially all of the
Company’s assets (on a consolidated basis), (iii) a Business Combination in which Chipotle is not the surviving
corporation, (iv) a Business Combination in which Chipotle is the surviving corporation but the holders of shares
of Common Stock receive securities of another corporation and/or other property, including cash, or (v) a
Business Combination that is a Change in Control, the Committee shall, in its discretion, have the power to:
(i) cancel, effective immediately prior to the occurrence of such event, each Incentive Award (whether
or not then exercisable), and, in full consideration of such cancellation, pay to the Participant to whom such
Incentive Award was granted an amount in cash, for each share of Common Stock subject to such Incentive
Award equal to the value, as determined by the Committee in its discretion, of such Incentive Award, provided
that with respect to any outstanding Option or Stock Appreciation Rightstock appreciation right such value shall
be equal to the excess of (A) the value, as determined by the Committee in its discretion, of the property
(including cash) received by the holder of a share of Common Stock as a result of such event over (B) the
exercise price (with respect to an Option) or the base price (with respect to a Stock Appreciation Right);stock
appreciation right);
(ii) provide for the exchange of each Incentive Award (whether or not then exercisable or vested) for an
incentive award with respect to, as appropriate, some or all of the property which a holder of the number of
shares of Common Stock subject to such Incentive Award would have received in such transaction and, incident
thereto, make an equitable adjustment as determined by the Committee in its discretion in the exercise price of
the incentive award, or the number of shares or amount of property subject to the incentive award or, if
appropriate, provide for a cash payment to the Participant to whom such Incentive Award was granted in partial
consideration for the exchange of the Incentive Award; or
(iii) a combination of the foregoing, which may vary among Participants.
(e) Other Changes
In the event of any change in the capitalization of Chipotle or corporate change other than those specifically
referred to in paragraphs (b), (c) or (d), the Committee may, in its discretion, make such adjustments in the
number and class of shares subject to Incentive Awards outstanding on the date on which such change occurs and
in such other terms of such Incentive Awards as the Committee may consider appropriate.
(f) No Other Rights
Except as expressly provided in the Plan or the agreement evidencing the grant of an Option or Other Stock-
Based Award, no Participant shall have any rights by reason of any subdivision or consolidation of shares of
stock of any class, the payment of any dividend, any increase or decrease in the number of shares of stock of any
class or any dissolution, liquidation, merger or consolidation of Chipotle or any other corporation. Except as
expressly provided in the Plan or the agreement evidencing the grant of an Option or Other Stock-Based Award,
no issuance by Chipotle of shares of stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to, the number of shares or amount
of other property subject to any Incentive Award.
A-13
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