Chipotle 2008 Annual Report Download - page 59

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ITEM 9B. OTHER INFORMATION
On February 18, 2009, we entered into an unsecured revolving credit facility with Bank of America, N.A.
with an initial principal amount of $25 million and an additional $25 million accordion feature. Borrowings
under the credit facility will bear interest at a rate set, at our option, at either (i) a rate equal to an adjusted
LIBOR rate plus a margin ranging from 0.75% to 2.0% depending on a lease-adjusted leverage ratio, or (ii) a
daily rate equal to (a) the highest of the federal funds rate plus 0.5%, the bank’s published prime rate, and
one-month LIBOR plus 1.0%, plus (b) a margin ranging from 0.0% to 1.0% depending on a lease-adjusted
leverage ratio. The facility requires that we pay a commitment fee on the unused balance ranging from 0.25% to
0.5%, based on the lease-adjusted leverage ratio. Availability of borrowings under the facility requires that we be
in compliance with specified covenants. The facility also includes customary events of default, including failure
to repay amounts when due, failure to comply with covenants, representations and warranties made under the
facility being incorrect or misleading when made, specified cross-defaults, bankruptcies or other insolvency
events, entry of material judgments against us, or changing in control of us. Domestic subsidiaries that are not
borrowers under the facility are guarantors of the borrowers’ obligations. The Credit Agreement for this facility
is filed as an exhibit to this Annual Report on Form 10-K.
On February 16, 2009, the Compensation Committee of our Board of Directors approved adjustments to the
base salaries of our executive officers, including setting 2009 base salaries of $1,100,000 for Steve Ells, our
Chairman and co-Chief Executive Officer, $850,000 for Monty Moran, our co-Chief Executive Officer and
$470,000 for Jack Hartung, our Chief Financial Officer. In addition, the Committee set 2009 target bonus levels
for the executive officers, generally consistent with the target bonuses in past years. The target bonus for
Mr. Moran was increased, in recognition of his promotion to co-Chief Executive Officer, to 100% of base salary.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Incorporated by reference from the definitive proxy statement for our 2009 annual meeting of shareholders,
which will be filed no later than 120 days after December 31, 2008.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated by reference from the definitive proxy statement for our 2009 annual meeting of shareholders,
which will be filed no later than 120 days after December 31, 2008.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
Incorporated by reference from the definitive proxy statement for our 2009 annual meeting of shareholders,
which will be filed no later than 120 days after December 31, 2008.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Incorporated by reference from the definitive proxy statement for our 2009 annual meeting of shareholders,
which will be filed no later than 120 days after December 31, 2008.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Incorporated by reference from the definitive proxy statement for our 2009 annual meeting of shareholders,
which will be filed no later than 120 days after December 31, 2008.
57
Annual Report