Chipotle 2008 Annual Report Download - page 97

Terms of 2008 Equity-Based Awards
SOSARs
Each SOSAR represents the right to receive shares of Class A common stock in an amount equal to (i) the
excess of the market price of the Class A common stock at the time of exercise over the base price of the
SOSAR, divided by (ii) the market price of the Class A common stock at the time of exercise. The base price of
the SOSARs, $102.65, was equal to the closing price of our Class A common stock on the date the committee
approved the grants, and the SOSARs are subject to three year cliff vesting. Vesting of the SOSARs may also
accelerate as described in the footnotes to the Equity Award Vesting table appearing below under “Potential
Payments Upon Termination or Change-in-Control.” We filed the form of SOSAR Agreement for 2008 grants as
an exhibit to our Annual Report on Form 10-K filed on February 26, 2008.
Performance Shares
The performance shares represent a right to be issued shares of our Class A common stock, subject to
satisfaction of a specified level of cumulative aggregate operating income beginning with the first quarter of
2008 and prior to completion of our 2011 fiscal year, provided that the performance shares may generally not
vest prior to February 20, 2010. Payout of the awards requires that the executive serve as our employee or as a
non-employee member of our Board at all times from the grant date to the payout, subject to pro-rata payouts in
the event the executive terminates service with us due to death, disability, or the executive’s retirement and the
performance target is subsequently met prior to the expiration date. Vesting of the performance shares may also
accelerate as described in the footnotes to the Equity Award Vesting Upon Termination table appearing below
under “Potential Payments Upon Termination or Change-in-Control,” and in the text under “Potential Payments
Upon Termination or Change-in-Control—Equity Award Vesting Upon Change-in-Control—Performance
Shares.” We filed the form of Performance Share Agreement for 2008 grants as an exhibit to our Annual Report
on Form 10-K filed on February 26, 2008.
Performance-Contingent Restricted Stock
Following approval by our shareholders on May 21, 2008 of our Amended and Restated 2006 Stock
Incentive Plan, the Compensation Committee authorized the cancellation of shares of restricted Class A common
stock awarded to the executive officers in February 2007, the vesting of which was based solely on the
recipient’s continued employment through the vesting dates, in consideration of the grant of an equal number of
shares of performance-contingent restricted stock. The shares of performance-contingent restricted stock
represent a right to be issued shares of our Class A common stock, subject to satisfaction of a specified level of
cumulative aggregate operating income, beginning with the second quarter of 2008 and prior to completion of the
first quarter of 2012. Payout of half of the awards, assuming the performance goal is met, also requires that the
executive serve as our employee through April 1, 2009, and payout of the remaining half of the awards, assuming
the performance goal is met, requires that the executive serve as our employee through February 20, 2010.
Vesting of the performance-contingent restricted stock may also accelerate as described in the footnotes to the
Equity Award Vesting table appearing below under “Potential Payments Upon Termination or
Change-in-Control,” and in the text under “Potential Payments Upon Termination or Change-in-Control—Equity
Award Vesting Upon Change in Control—Performance-Contingent Restricted Stock.” We filed the form of
Performance-Contingent Restricted Stock Agreement as an exhibit to our Current Report on Form 8-K filed on
May 23, 2008.
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Proxy Statement