Chipotle 2012 Annual Report Download - page 121

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replacement award must provide that if the employment of the holder is terminated without cause or due to
death or disability of the holder, or by the holder for good reason, in each case as defined in our 2011 Stock
Incentive Plan, the award will vest.
(4) In the event the employment with us of a holder of SOSARs granted prior to 2012, or a holder of SOSARs
without performance conditions granted in 2012, terminates as a result of the holder’s death or disability
(that is, a medically diagnosed permanent physical or mental inability to perform his or her job), all of the
holder’s unvested SOSARs will vest and become immediately exercisable, and will remain outstanding and
exercisable for a period of three years following the holder’s death or disability.
In the event the employment with us of a holder of SOSARs granted in 2012 subject to performance
conditions terminates as a result of the holder’s death or disability, service-based vesting conditions on such
SOSARs are deemed satisfied immediately. In such event, the SOSARs remain outstanding and subject to
vesting based on achievement of the performance conditions, with vesting to be prorated for the time period
of the holder’s service prior to death and disability as a proportion of the period from the grant date to the
satisfaction of the performance condition. The amounts reflected in the table as realizable upon death or
disability in respect of SOSARs does not reflect any amounts in respect of SOSARs with performance
conditions due to the ongoing vesting conditions that would be in effect at the time of the holder’s death or
disability.
In the event the employment with us of a holder of performance shares terminates as a result of the holder’s
death or disability, the performance shares will be paid out on the payout date, with the number of shares
issuable to be based on actual performance over the performance period and pro-rated in an amount equal to
the period of the holder’s service with us following the grant of the award as a percentage of the time period
from the grant of the award until the end of the performance period. The amounts reflected in the table as
realizable in respect of the performance shares as a result of the death or disability of each executive officer
assumes that the performance shares actually paid out at target.
(5) The dollar values reflected in the table are based on the excess of the closing price of our common stock on
December 31, 2012 over the exercise price of the applicable SOSARs.
Equity Award Vesting Upon Change in Control
In addition to the provisions described above relating to equity-based awards for which vesting may
accelerate in connection with a termination of the holder’s employment following certain changes in control of
Chipotle, our outstanding SOSARs and performance shares have provisions providing for the immediate
acceleration of vesting in connection with certain changes in control in some circumstances, as described in more
detail below.
SOSARs
The award agreement for outstanding SOSARs provides that in the event of a change in control under our
2011 Stock Incentive Plan, any unvested SOSARs will automatically vest as of the date of the change in control,
unless the SOSARs are replaced with an award meeting the following criteria:
• the replacement award must be denominated in securities listed on a national securities exchange;
• the replacement award must have a value equal to the SOSARs being replaced, including an aggregate
exercise price equal to the aggregate exercise price of such SOSARs, an aggregate spread equal to the
aggregate spread of such SOSARs as determined immediately prior to the relevant change in control,
and a ratio of exercise price to the fair market value of the securities subject to such replacement award
that is equal to the ratio of exercise price of such SOSARs to the price of our common stock at the time
of the change in control;
• 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
51
Proxy Statement