Chipotle 2008 Annual Report Download - page 101

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McDonald’s Excess Non-Qualified Plan and Non-Qualified Supplemental Plan
Prior to our separation from McDonald’s in October 2006, our executive officers and other key employees
were permitted to participate in non-qualified deferred compensation plans maintained by McDonald’s. The
McDonald’s Excess Non-Qualified Plan and Non-Qualified Supplemental Plan provide substantially similar
benefits to participants as our Supplemental Deferred Investment Plan, except that the investment and
distribution options in the McDonald’s plans are different than those in our plan. Effective with our separation
from McDonald’s, our employees’ service with McDonald’s was deemed to have terminated, and the balances in
these plans will be distributed in accordance with each participant’s distribution elections. Our employees are no
longer permitted to contribute to these plans, but the balances remaining in the plans in respect of our executive
officers are attributable in part to service as one of our employees.
The table below presents each executive officer’s aggregate earnings under and aggregate withdrawals from
the McDonald’s plans during 2008, as well as each executive officer’s aggregate ending balances in the plans as
of December 31, 2008.
Name
Executive
Contributions
in Last FY
Registrant
Contributions
in Last FY
Aggregate
Earnings/(Loss)
in Last FY(1)
Aggregate
Withdrawals/
Distributions
Aggregate
Balance
at Last FYE(2)
Steve Ells ....................... — — $ 1,877 $12,199 $ 37,870
Jack Hartung ..................... — — $(40,552) $31,207 $1,457,534
Rex Jones ....................... — — $ (616) $10,636 $ 12,946
(1) These amounts are not reported as compensation in the Summary Compensation Table because none of the
earnings are “above market” as defined in SEC rules.
(2) These amounts include amounts reported in the Summary Compensation Table as Salary or All Other
Compensation for 2006 (ignoring for purposes of this footnote any investment losses on balances in the
plans), in the following aggregate amounts: $55,652 for Mr. Ells and $140,647 for Mr. Hartung.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
We have not entered into written employment, change-in-control, severance or similar agreements with any
of our employees, including our executive officers. Accordingly, we do not have any written agreements
requiring that we make post-employment severance payments to the executive officers in the event their
employment terminates. In addition, payouts under the AIP are conditioned on the employee being employed as
of the end of the year for which the payout relates. We have in the past paid severance to executives or other key
employees who have left us, and we may negotiate individual severance arrangements with any executive officer
whose employment with us terminates, depending on the circumstances of the executive’s termination.
The terms of the equity-based awards made to our executive officers do provide for post-employment
benefits in certain circumstances. The table below reflects the dollar value, based on the closing price of our
Class A common stock on December 31, 2008, of the amount of each listed type of equity award for which
vesting would have been accelerated had the executive’s employment terminated as of December 31, 2008 for
the reasons identified in the table.
38
Proxy Statement