Chipotle 2012 Annual Report Download - page 122

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award in the event that the holder’s employment is terminated by the surviving or successor entity
without cause or by the holder for good reason, in each case as defined in the plan; and
• the replacement award must provide for immediate vesting upon any transaction with respect to the
surviving or successor entity (or parent or subsidiary company thereof) of substantially similar
character to a change in control as defined in the plan, or upon the securities constituting such
replacement award ceasing to be listed on a national securities exchange.
In the event of a change in control under the plan as of December 31, 2012, if SOSARs outstanding on that
date were not replaced with replacement awards meeting the criteria specified above, the executive officers
would have had vesting accelerated on awards with the following dollar values as of that date:
Executive Officer
Value of
Vested
Award
Steve Ells ...................................................... $18,834,750
Monty Moran ................................................... $18,834,750
Jack Hartung ................................................... $ 6,278,250
Bob Blessing ................................................... $ 2,009,040
Mark Crumpacker ............................................... $ 1,661,075
Performance Shares
The award agreement for our outstanding performance share awards provides that in the event of a change
in control under our 2011 Stock Incentive Plan that also constitutes a “change in the ownership or effective
control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation”
under applicable U.S. Treasury Regulations, the performance share awards remain outstanding and vesting will
only accelerate in the event the employment of the holder is terminated without cause or by the holder for good
reason within two years following the change in control.
In the event of a change in control under the plan that also constitutes a “change in the ownership of a
corporation” or a “change in the ownership of a substantial portion of a corporation’s assets” under applicable
U.S. Treasury Regulations, the performance share awards immediately vest unless they are replaced with an
award meeting the following criteria:
• the replacement award must consist of securities listed on a national securities exchange;
• the replacement award must have a value equal to the value of the unvested performance share award
assuming the target level of performance, calculated as if each unvested share were exchanged for the
consideration (including all stock, other securities or assets, including cash) payable for one share of
common stock in the change in control transaction;
• the vesting date of the replacement award must be September 30, 2013, subject to full acceleration of
vesting of the replacement award in the event that the holder’s employment is terminated by the
surviving or successor entity without cause or by the holder for good reason, in each case as defined in
the plan, or the holder’s employment terminates due to the holder’s medically diagnosed permanent
physical or mental inability to perform his or her job duties; and
• the replacement award must provide for immediate vesting upon any transaction with respect to the
surviving or successor entity (or parent or subsidiary company thereof) of substantially similar
character to a change in control as defined in the plan, or the securities constituting such replacement
award ceasing to be listed on a national securities exchange.
52
Proxy Statement