Chipotle 2012 Annual Report Download - page 117

(5) Vesting of these Performance SOSARs is contingent upon our achievement of stated levels of cumulative
cash flow from operations prior to the fourth and fifth fiscal year-ends following the award date, with
vesting to occur no sooner than February 11, 2013 and 2014 (with half of each Performance SOSAR subject
to each such time-based vesting date). Half of these Performance SOSARs vested in full on February 11,
2013. Vesting of the remaining unvested Performance SOSARs may accelerate as described in the footnotes
to the table below under “Potential Payments Upon Termination or Change-in-Control.”
(6) These SOSARs will vest in equal amounts on February 6, 2014 and 2015, subject to potential accelerated
vesting as described in the footnotes to the table below under “Potential Payments Upon Termination or
Change-in-Control.”
(7) Vesting of these Performance SOSARs is contingent upon our achievement of stated levels of cumulative
cash flow from operations prior to the fourth and fifth fiscal year-ends following the award date, with
vesting to occur no sooner than February 6, 2014 and 2015 (with half of each Performance SOSAR subject
to each such time-based vesting date). Vesting of these Performance SOSARs may accelerate as described
in the footnotes to the table below under “Potential Payments Upon Termination or Change-in-Control.”
OPTION EXERCISES AND STOCK VESTED IN 2012
The following table provides summary information about SOSARs exercised by our executive officers
during 2012 and shares of restricted stock that vested during 2012.
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 $46,907,200 — —
Monty Moran .......... 176,000 $55,453,580 — —
Jack Hartung .......... 77,300 $24,657,145 — —
Bob Blessing .......... 20,000 $ 6,202,080 — —
Mark Crumpacker ...... 10,000 $ 3,302,200 13,600 $4,593,264
(1) Based on the amount by which the closing price of our common stock on the date of exercise exceeded the
exercise price of the SOSARs.
(2) Based on the closing price of our common stock on the date of vesting.
NON-QUALIFIED DEFERRED COMPENSATION FOR 2012
The Chipotle Mexican Grill, Inc. 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. 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 in value to track a variety of available investment choices selected by the participant (which may be
changed by the participant at any time), 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
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