Chipotle 2013 Annual Report Download - page 157

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12. Securities Matters
(a) Chipotle shall be under no obligation to effect the registration pursuant to the Securities Act of any
shares of Common Stock to be issued hereunder or to effect similar compliance under any state laws.
Notwithstanding anything herein to the contrary, Chipotle shall not be obligated to cause to be issued or
delivered any certificates evidencing shares of Common Stock pursuant to the Plan unless and until Chipotle is
advised by its counsel that the issuance and delivery of such certificates is in compliance with all applicable laws,
regulations of governmental authority and the requirements of any securities exchange on which shares of
Common Stock are traded. The Committee may require, as a condition to the issuance and delivery of certificates
evidencing shares of Common Stock pursuant to the terms hereof, that the recipient of such shares make such
covenants, agreements and representations, and that such certificates bear such legends, as the Committee deems
necessary or desirable.
(b) The exercise of any Option granted hereunder shall only be effective at such time as counsel to Chipotle
shall have determined that the issuance and delivery of shares of Common Stock pursuant to such exercise is in
compliance with all applicable laws, regulations of governmental authority and the requirements of any securities
exchange on which shares of Common Stock are traded. Chipotle may, in its discretion, defer the effectiveness of
an exercise of an Option hereunder or the issuance or transfer of shares of Common Stock pursuant to any
Incentive Award pending or to ensure compliance under federal or state securities laws or the rules or regulations
of any exchange on which the Shares are then listed for trading. Chipotle shall inform the Participant in writing
of its decision to defer the effectiveness of the exercise of an Option or the issuance or transfer of shares of
Common Stock pursuant to any Incentive Award. During the period that the effectiveness of the exercise of an
Option has been deferred, the Participant may, by written notice, withdraw such exercise and obtain the refund of
any amount paid with respect thereto.
13. Withholding Taxes
(a) Cash Remittance
Whenever shares of Common Stock are to be issued upon the exercise of an Option or the grant or vesting
of an Incentive Award, Chipotle shall have the right to require the Participant to remit to Chipotle in cash an
amount sufficient to satisfy federal, state and local withholding tax requirements, attributable to such exercise,
grant or vesting prior to the delivery of any certificate or certificates for such shares or the effectiveness of the
lapse of such restrictions. In addition, upon the exercise or settlement of any Incentive Award in cash, Chipotle
shall have the right to withhold from any cash payment required to be made pursuant thereto an amount sufficient
to satisfy the federal, state and local withholding tax requirements, if any, attributable to such exercise or
settlement.
(b) Stock Remittance
At the election of the Participant, subject to the approval of the Committee, when shares of Common Stock
are to be issued upon the exercise, grant or vesting of an Incentive Award, the Participant may tender to Chipotle
a number of shares of Common Stock (subject to any minimum holding period as the Committee may determine)
having a fair market value at the tender date determined by the Committee to be sufficient to satisfy the
minimum federal, state and local withholding tax requirements, if any, attributable to such exercise, grant or
vesting but not greater than such minimum withholding obligations. Such election shall satisfy the Participant’s
obligations under Section 13(a) hereof, if any.
(c) Stock Withholding
At the election of the Participant, subject to the approval of the Committee, when shares of Common Stock
are to be issued upon the exercise, grant or vesting of an Incentive Award, Chipotle shall withhold a number of
such shares having a fair market value at the exercise date determined by the Committee to be sufficient to
A-15
Proxy Statement