Chipotle 2009 Annual Report Download - page 69

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(4) Based solely on a report on Schedule 13G filed on February 12, 2010. Shares beneficially owned by
T. Rowe Price Associates, Inc. (Price Associates) are owned by various individual and institutional investors
including T. Rowe Price Mid-Cap Growth Fund, Inc. (which owns 1,900,000 shares, representing 6.10
percent of the shares of common stock outstanding), which Price Associates serves as investment adviser
with power to direct investments and/or sole power to vote the securities. For purposes of the reporting
requirements of the Securities Exchange Act of 1934, Price Associates is deemed to be a beneficial owner of
such securities; however, Price Associates expressly disclaims that it is, in fact, the beneficial owner of such
securities. The address of Price Associates is 100 E. Pratt Street, Baltimore, Maryland 21202.
(5) Shares beneficially owned by Mr. Ells include 80,000 shares underlying stock options, which have an
exercise price of $63.89 and which expire on February 20, 2014.
(6) A portion of the shares beneficially owned by each of Mr. Ells, Mr. Moran, Mr. Baldocchi and
Ms. Friedman are entitled to piggyback registration rights.
(7) Shares beneficially owned by Mr. Moran include 40,000 shares underlying stock options, which have an
exercise price of $63.89 and which expire on February 20, 2014.
(8) Shares beneficially owned by Mr. Hartung include: 15,681 shares jointly owned by Mr. Hartung and his
spouse; 25,000 shares underlying stock options, which have an exercise price of $63.89 and which expire on
February 20, 2014; and 148 shares beneficially owned by his minor children. Mr. Hartung disclaims
beneficial ownership of the shares beneficially owned by his children.
(9) Shares beneficially owned by Mr. Blessing include 10,000 shares underlying stock options, which have an
exercise price of $63.89 and which expire on February 20, 2014.
(10) Shares beneficially owned by Mr. Jones include 345 shares held by a revocable trust of which Mr. Jones is a
co-trustee, and 8,500 shares underlying stock options, which have an exercise price of $63.89 and which
expire on February 20, 2014.
(11) Shares beneficially owned by each of Mssrs. Baldocchi, Charlesworth, Flanzraich and Flynn and
Ms. Friedman include 1,484 shares underlying unvested restricted stock units, which are deemed to be
beneficially owned because each director is eligible for accelerated vesting of the awards in the event of the
director’s retirement.
(12) Shares beneficially owned by Mr. Baldocchi include 140,623 shares owned jointly by Mr. Baldocchi and his
spouse. A total of 47,000 shares beneficially owned by Mr. Baldocchi are pledged as collateral to secure a
personal line of credit.
(13) Shares beneficially owned by Ms. Friedman are held by a revocable trust of which Ms. Friedman is a
co-trustee.
(14) See Notes (5) through (9) and (11) through (13).
5
Proxy Statement