Chipotle 2009 Annual Report Download - page 97

Download and view the complete annual report

Please find page 97 of the 2009 Chipotle annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 112

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112

GRANTS OF PLAN-BASED AWARDS IN 2009
Name
Grant
Date(1) Award Description
Estimated Possible Payouts
Under Non-Equity
Incentive Plan Awards(1)
Estimated Future Payouts
Under Equity
Incentive Plan Awards(2)
All
Other
Option
Awards:
Number
of
Securities
Underlying
Options
Exercise
or Base
Price of
Option
Awards
($/Sh)
Grant
Date Fair
Value of
Stock and
Option
Awards(3)
Threshold
($)
Target
($)
Maximum
($)
Threshold
(# shares)
Target
(# shares)
Maximum
(# shares)
Steve Ells . . . 2/17/09 SOSARs(4) 150,000 $53.36 $2,827,500
2/17/09 AIP $0 $1,100,000 $2,244,000
Monty
Moran ....2/17/09 SOSARs(4) 150,000 $53.36 $2,827,500
2/17/09 AIP $0 $ 850,000 $1,734,000
Jack
Hartung . . 2/17/09 SOSARs(4) 55,600 $53.36 $1,048,060
2/17/09 AIP $0 $ 352,500 $ 719,100
Bob
Blessing . . 2/17/09 SOSARs(4) 24,000 $53.36 $ 452,400
2/17/09 AIP $0 $ 162,500 $ 331,500
Mark
Crumpacker 1/5/09 Performance Shares(4) 13,600 13,600 13,600 $ 850,680
2/17/09 SOSARs(4) 20,000 $53.26 $ 377,000
2/17/09 AIP $0 $ 150,000 $ 306,000
Rex Jones . . . 2/17/09 SOSARs(4) 20,000 $53.36 $ 377,000
2/17/09 AIP $0 $ 150,000 $ 469,350
(1) Each executive officer was entitled to a cash award to be paid under our Amended and Restated 2006 Cash Incentive Plan, although as a
matter of practice the Compensation Committee exercises discretion to pay each executive officer a lesser amount determined under the
AIP as described under “Compensation Discussion and Analysis—Components of Compensation—Annual Incentives,” as adjusted in
the committee’s discretion when determined to be appropriate. Amounts under Threshold reflect the terms of the AIP as approved at the
beginning of 2009. Amounts under Target reflect the target AIP bonus, which would have been paid to the executive officer if each of
the company performance factor, team performance factor and individual performance factor under the AIP had been set at 100 percent.
Amounts under Maximum reflect the AIP bonus which would have been payable had each of the company performance factor, team
performance factor and individual performance factor been at the maximum level. Actual AIP bonuses paid are reflected in the “Non-
Equity Incentive Plan Compensation” column of the table labeled “Summary Compensation Table” above.
(2) Performance shares awarded to Mr. Crumpacker will only vest in the event we achieve a specified performance target prior to expiration
of the award. See “—Terms of 2009 Equity-Based Awards—Performance Shares” below.
(3) See Note 5 to our financial statements for the year ended December 31, 2009, which are included in our Annual Report on Form 10-K
filed with the SEC on February 19, 2010, for descriptions of the methodologies and assumptions we use to value SOSAR awards
pursuant to FASB Topic 718. The grant date fair value of equity awards is included in the “Stock Awards” or “Option Awards” columns
of the Summary Compensation Table for each executive officer for 2009.
(4) All equity awards are denominated in shares of common stock, and are granted under the Amended and Restated Chipotle Mexican Grill,
Inc. 2006 Stock Incentive Plan.
Terms of 2009 Equity-Based Awards
SOSARs
Each SOSAR represents the right to receive shares of common stock in an amount equal to (i) the excess of
the market price of the common stock at the time of exercise over the base price of the SOSAR, divided by
(ii) the market price of the common stock at the time of exercise. The base price of the SOSARs, $53.36, 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 vesting in equal amounts on the second and third anniversary of the grant date. 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 2009 grants as an exhibit to our Annual Report on Form 10-K filed on February 19, 2009.
Performance Shares
The performance shares granted to Mr. Crumpacker had the same terms as performance share awards made
to each other executive officer in February 2008, except that the performance goal for Mr. Crumpacker’s
performance shares was adjusted to reflect the shorter performance period resulting from Mr. Crumpacker
33
Proxy Statement