Chipotle 2009 Annual Report Download - page 102

Name
Termination
for Cause(1)
Termination
Without
Cause(1)
Voluntary
Resignation
Without
Good
Reason(2)
Voluntary
Resignation
with Good
Reason(2)
Economic
Termination(3) Retirement(4)
Qualifying
Termination
Following
Change in
Control(5)
Death/
Disability(6)
Rex Jones
Stock Options/
SOSARs (7) ...... — — — — $206,295 N/A $ 902,295 $ 902,295
Performance
Shares .......... — — — — — N/A $ 484,880 $ 484,880
Total ......... $ 0 $ 0 $ 0 $ 0 $206,295 N/A $1,387,175 $1,387,175
(1) In the event of termination for cause, as defined in the plan under which the award was granted, of the employment of the holder of an
equity award, all unvested equity awards, as well as vested stock options and SOSARs, terminate immediately. “Cause” under our
Amended and Restated 2006 Stock Incentive Plan generally means an award holder’s failure to perform his or her duties, willful
misconduct or gross negligence, breach of fiduciary duties to us, unauthorized use of company information, or commission of a felony
involving moral turpitude.
(2) Under our Amended and Restated 2006 Stock Incentive Plan, “good reason” generally means a reduction in an employee’s
responsibilities or pay, or a change by more than 30 miles in the location of an employee’s job.
(3) In the event of termination of the employment of an employee holding options or SOSARs as a result of a reduction in force, downsizing,
technology changes, a reorganization, or adverse economic or business conditions, any options or SOSARs (except SOSARs granted in
2009) scheduled to vest on or before the first anniversary of the termination date vest immediately and any remaining unvested awards
are terminated. Options or SOSARs vested on or before the termination date remain exercisable for a period of 90 days following the
termination date. Only options granted in 2007 would have accelerated in the event of termination of an executive officer’s employment
on December 31, 2009 for economic reasons.
Economic termination under applicable option and SOSAR agreements would also constitute termination without cause under other
outstanding equity awards.
(4) Certain outstanding equity awards provide that the holder is eligible for retirement when the employee reaches a combined age and
years-of-service with us (and with McDonald’s Corporation unless there was a break in service prior to joining us from McDonald’s) of
70. Of the executive officers, only Mr. Hartung and Mr. Blessing are eligible for retirement.
In the event the employment with us of a holder of options or SOSARs terminates as a result of the holder’s retirement, provided we
receive six months’ prior written notice of the retirement and the holder executes an agreement not to engage in any competitive activity
with us for a period of at least two years following retirement, any options and SOSARs scheduled to vest on or before the third
anniversary of the retirement date vest immediately and any remaining unvested options and SOSARs are terminated. Because our
currently-outstanding options and SOSARs have a three year vesting term, all unvested options and SOSARs held by retirement-eligible
employees would vest upon the holder’s retirement. Options and SOSARs vested on or before the holder’s retirement remain exercisable
for a period of three years following the holder’s retirement.
In the event the employment with us of a holder of performance shares terminates as a result of the holder’s retirement, the performance
shares will be paid out only upon satisfaction of the applicable performance condition, in a pro-rata amount equal to the period of the
holder’s service with us following the grant of the award as a percentage of the time period from the grant of the award until satisfaction
of the performance condition. Amounts reflected for retirement-eligible employees assume the awards vested as of February 20, 2010,
the earliest date, as of December 31, 2009, that the awards could have vested. These awards were not vested as of the date of this filing.
(5) Our Amended and Restated 2006 Stock Incentive Plan provides that, unless otherwise specified for an award under the plan, if the
employment of a holder of an award under the plan is terminated without cause or by the holder for good reason within two years
following a change in control as defined in the plan (in either case a “qualifying termination”), the holder’s unvested awards will vest and
become exercisable. This provision applies to our outstanding options and SOSARs (other than SOSARs granted in 2009), and provides
that such options and SOSARs will remain outstanding and exercisable for their full term.
A change in control would generally be deemed to occur under our Amended and Restated 2006 Stock Incentive Plan in the event any
person or group acquires shares of our common stock representing greater than 25 percent of the combined voting power of our
outstanding common stock, or in the event our current directors, or persons we nominate to replace current directors, do not constitute at
least a majority of our Board, or in the event of certain mergers, liquidations, or sales of substantially all of our assets by us.
The award agreement for SOSARs granted in 2009 provides that in the event of a change in control under the plan, unless the SOSARs
are replaced with an award meeting the criteria described below under “—Equity Award Vesting Upon Change in Control,” the SOSARs
immediately vest. One of the provisions required to be included in a replacement award in order to avoid vesting of the SOSARs
immediately upon occurrence of a change in control is that the replacement award must provide that if the employment of the holder is
terminated without cause or by the holder for good reason, in each case as defined in our Amended and Restated 2006 Stock Incentive
Plan, the award will vest.
The award agreement for our outstanding shares of performance-contingent restricted stock provide that in the event of a change in
control under the plan, unless the performance-contingent restricted stock is replaced with an award meeting the criteria described below
under “–Equity Award Vesting Upon Change in Control,” the performance-contingent restricted stock immediately vests. One of the
provisions required to be included in a replacement award in order to avoid vesting of the performance-contingent restricted stock
immediately upon occurrence of a change in control is that the replacement award must provide that if the employment of the holder is
terminated without cause or due to death or disability of the holder, or by the holder for good reason, in each case as defined in our
Amended and Restated 2006 Stock Incentive Plan, the award will vest.
The award agreement for our outstanding performance shares provides that in the event of a change in control under the plan that also
constitutes a “change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the
assets of a corporation” under applicable U.S. Treasury Regulations, the performance shares remain outstanding and vesting will accelerate
in the event the employment of the holder is terminated without cause or by the holder for good reason within two years following the
change in control. In the event of a change in control under the plan that also constitutes a “change in the ownership of a corporation” or a
“change in the ownership of a substantial portion of a corporation’s assets” under applicable U.S. Treasury Regulations, unless the
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Proxy Statement