Chipotle 2013 Annual Report Download - page 158

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.
(d) Section 16 Approval
With respect to any Participant who is a member of the Board or an officer (as defined under SEC Rule 16a-
1), a withholding or tender of shares of Common Stock shall be a subsequent transaction approved as part of the
Incentive Award for purposes of the exemption under Rule 16b-3 of the Exchange Act.
14. Amendment or Termination of the Plan
The Board of Directors may at any time suspend or discontinue the Plan or revise or amend it in any respect
whatsoever; provided, however, that to the extent any applicable law, regulation or rule of a stock exchange
requires shareholder approval in order for any such revision or amendment to be effective, such revision or
amendment shall not be effective without such approval. The preceding sentence shall not restrict the
Committee’s ability to exercise its discretionary authority hereunder pursuant to Section 4, which discretion may
be exercised without amendment to the Plan. No provision of this Section 14 shall be given effect to the extent
that such provision would cause any tax to become due under Section 409A of the Code. Except as expressly
provided in the Plan, no action hereunder may, without the consent of a Participant, reduce the Participant’s
rights under any previously granted and outstanding Incentive Award. Nothing in the Plan shall limit the right of
the Company to pay compensation of any kind outside the terms of the Plan.
15. No Obligation to Exercise
The grant to a Participant of an Incentive Award shall impose no obligation upon such Participant to
exercise such Incentive Award.
16. Transfers Upon Death
Upon the death of a Participant, outstanding Incentive Awards granted to such Participant may be exercised
only by the executors or administrators of the Participant’s estate or by any person or persons who shall have
acquired such right to exercise by will or by the laws of descent and distribution. No transfer by will or the laws
of descent and distribution of any Incentive Award, or the right to exercise any Incentive Award, shall be
effective to bind Chipotle unless the Committee shall have been furnished with (a) written notice thereof and
with a copy of the will and/or such evidence as the Committee may deem necessary to establish the validity of
the transfer and (b) an agreement by the transferee to comply with all the terms and conditions of the Incentive
Award that are or would have been applicable to the Participant and to be bound by the acknowledgements made
by the Participant in connection with the grant of the Incentive Award.
17. Expenses and Receipts
The expenses of the Plan shall be paid by Chipotle. Any proceeds received by Chipotle in connection with
any Incentive Award will be used for general corporate purposes.
18. Governing Law
The Plan and the rights of all persons under the Plan shall be construed and administered in accordance with
the laws of the State of Delaware without regard to its conflict of law principles.
19. Duration of Plan
19. Effective Datewith this amendment and Termrestatement of Plan The the Plan , unless sooner terminated as
provided herein, the Plan shall become effective on terminate after March 16, 2011 (the “Effective Date”),
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