Chipotle 2009 Annual Report Download - page 99

February 20, 2010 (or in Mr. Crumpacker’s case, January 1, 2012) or satisfaction of performance criteria, subject to potential accelerated
vesting as described below under “Potential Payments Upon Termination or Change-in-Control—Equity Award Vesting Upon
Change-in-Control—Performance Shares,” and expire on March 1, 2012 if they have not vested prior to that date.
(6) SOSARs vest in equal amounts on February 17, 2011 and 2012, subject to potential accelerated vesting as described in the footnotes to
the table below under “Potential Payments Upon Termination or Change-in-Control.”
OPTION EXERCISES AND STOCK VESTED IN 2009
The following table provides summary information about stock options exercised by our executive officers
during 2009 and shares of performance-contingent restricted stock which vested during 2009.
Option Awards Stock Awards
Name
Number of
Shares Acquired
on Exercise
Value
Realized
on Exercise(1)
Number of
Shares Acquired
on Vesting
Value
Realized
on Vesting(2)
Steve Ells ............ 150,000 $10,237,101 27,500 $2,049,850
Monty Moran ......... 80,000 $ 4,775,510 15,000 $1,118,100
Jack Hartung ......... 34,400 $ 2,251,828 10,000 $ 745,400
Bob Blessing ......... 20,000 $ 1,198,378 — —
Mark Crumpacker ..... — — — —
Rex Jones ............ 20,333 $ 1,265,460 — —
(1) Based upon the amount by which the closing price of our Class A common stock on the date of exercise
exceeded the exercise price of the options.
(2) Based upon the closing price of our Class A common stock on April 15, 2009, the vesting date, of $74.54
per share.
NON-QUALIFIED DEFERRED COMPENSATION FOR 2009
Our Supplemental Deferred Investment Plan permits eligible management employees who elect to
participate in the plan, including our executive officers, to make contributions to deferral accounts once the
participant has maximized his or her contributions to our 401(k) plan. Contributions are made on the participant’s
behalf through payroll deductions from 1 percent to 50 percent of the participant’s monthly base compensation,
which are credited to the participant’s “Supplemental Account,” and from 1 percent to 100 percent of awards
under the AIP, which are credited to the participant’s “Deferred Bonus Account.” We also match contributions at
the rate of 100 percent on the first 3 percent of compensation contributed and 50 percent on the next 2 percent of
compensation contributed, provided, however, that we only match contributions to a participant’s Deferred
Bonus Account if the participant contributes to his or her Supplemental Account. Amounts contributed to a
participant’s deferral accounts are not subject to federal income tax at the time of contribution. Amounts credited
to a participant’s deferral accounts fluctuate to track a variety of available investment choices selected by the
participant, and are fully vested at all times following contribution.
Participants may elect to receive distribution of amounts credited to either or both of the participant’s
Supplemental Account or Deferred Bonus Account, in either (1) a lump sum amount paid from two to six years
following the end of the year in which the deferral is made, subject to a one-time opportunity to postpone such lump
sum distribution, or (2) a lump sum or installment distribution following termination of the participant’s service
with us, with installment payments made in accordance with the participant’s election on a monthly, quarterly or
annual basis over a period of up to 15 years following termination, subject to a one-time opportunity to change such
distribution election within certain limitations. Distributions in respect of one or both of a participant’s deferral
accounts are subject to federal income tax as ordinary income in the year the distribution is made.
Amounts credited to participants’ deferral accounts are un-funded, unsecured general obligations of ours to
pay in the future the value of the accounts.
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Proxy Statement