Chipotle 2009 Annual Report Download - page 105

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In the event of such a change in control under the plan as of December 31, 2009, if the outstanding
performance share awards were not replaced with a replacement award meeting the criteria specified above, the
executive officers would have had vesting accelerated on awards with the following dollar values as of
December 31, 2009 (in addition to any acceleration of vesting as described below under “—Performance-
Contingent Restricted Stock”):
Executive Officer Value of Vested Award
Steve Ells ................................................ $3,667,456
Monty Moran ............................................. $2,680,064
Jack Hartung ............................................. $1,322,400
Bob Blessing ............................................. $ 484,880
Mark Crumpacker ......................................... $1,198,976
Rex Jones ................................................ $ 484,880
Performance-Contingent Restricted Stock
The award agreement for our outstanding shares of performance-contingent restricted stock provides that in
the event of a change in control under our Amended and Restated 2006 Stock Incentive Plan, any unvested shares
of performance-contingent restricted stock will automatically vest as of the date of the change in control, unless
the performance-contingent restricted stock is replaced with an award meeting the following criteria:
• the replacement award must consist of securities listed on a national securities exchange;
• the performance criteria applicable to the performance-contingent restricted stock will be deemed
satisfied;
• the replacement award must have a value equal to the value of the unvested shares of performance-
contingent restricted stock, calculated as if each unvested share were exchanged for the consideration
(including all stock, other securities or assets, including cash) payable for one share of common stock
in the change in control transaction;
• the vesting date(s) of the replacement award must be the same as the vesting date(s) of the
performance-contingent restricted stock, subject to full acceleration of vesting of the replacement
award in the event that the holder’s employment is terminated by the surviving or successor entity
without cause or by the holder for good reason, in each case as defined in our Amended and Restated
2006 Stock Incentive Plan, or the holder’s employment is terminated due to the holder’s death, or the
holder’s disability as defined in our Amended and Restated 2006 Stock Incentive Plan; and
• the replacement award must provide for immediate vesting upon (i) any transaction with respect to the
surviving or successor entity (or parent or subsidiary company thereof) of substantially similar
character to a change in control as defined in our Amended and Restated 2006 Stock Incentive Plan,
(ii) the securities constituting such replacement award ceasing to be listed on a national securities
exchange, or (iii) the date the holder experiences a qualifying termination as defined in our Amended
and Restated 2006 Stock Incentive Plan.
In the event of a change in control under the plan as of December 31, 2009, if the outstanding performance-
contingent restricted stock awards were not replaced with a replacement award meeting the criteria specified
above, the executive officers would have had vesting accelerated on awards with the following dollar values as of
December 31, 2009:
Executive Officer Value of Vested Award
Steve Ells ................................................ $2,424,400
Monty Moran ............................................. $1,322,400
Jack Hartung ............................................. $ 881,600
41
Proxy Statement