Chipotle 2012 Annual Report Download - page 130

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(iii) the Participant’s engagement in intentional deceitful act(s) that results in (A) an improper personal
benefit, or (B) injury to Chipotle or any of its subsidiaries or affiliates; or
(iv) The Participant’s engagement in fraud or willful misconduct (not acting in good faith or with
reasonable belief that conduct was in the best interests of Chipotle or its subsidiaries or affiliates) that
significantly contributes to Chipotle preparing a material financial restatement, other than a restatement of
financial statements that became materially inaccurate because of revisions to generally accepted accounting
principles.
(d) Amount of Recovery. With respect to Misconduct described in clause (i) of the definition of
Misconduct (breach of agreement) and clause (ii) of such definition (violation of Code of Conduct), and in
addition to its right to effect a termination of participation and a forfeiture of outstanding Awards under the Plan,
the Board may recover from the Participant the amount of any payments made to the Participant under the Plan
during the last 12 months of employment with the Company. With respect to Misconduct described in clause
(iii) of the definition of Misconduct (intentional deceitful acts), and in addition to its right to effect a termination
of participation and a forfeiture of outstanding awards under the Plan, the Board may recover from the
Participant the greater of (1) the amount paid to the Participant with respect to any Award made under the Plan
with a fiscal year that includes any period during which the Misconduct occurred, or with a fiscal year which was
directly impacted by the Misconduct, or (2) the amount determined by the Board in its sole discretion to
represent the financial impact of the Misconduct upon the Company; provided, however, that such recovery
amount shall be reduced by the value of any forfeited outstanding awards under the Plan (value to be reasonably
determined by the Committee) and any amounts recovered from the Participant under the Company’s cash bonus
plans and other short term or long term incentive plans as a result of such Misconduct. With respect to
Restatement Misconduct, and in addition to its right to effect a termination of participation and a forfeiture of
outstanding awards under the Plan, the Board shall seek to recover the entire amount paid to the Participant with
respect to any award made under the Plan in the twenty-four (24) month period following the first public
issuance of the financial statements that are the subject of an accounting restatement relating to the Misconduct.
The term “recover” or “recovered” shall include, but shall not be limited to, any right of set-off, reduction,
recoupment, off-set, forfeiture, or other attempt by Chipotle to withhold or claim payment of an award or any
proceeds thereof. Chipotle’s right of forfeiture and recovery of awards shall not limit any other right or remedy
available to Chipotle with respect to a Participant’s Misconduct, whether in law or equity, including but not
limited to injunctive relief, terminating the Participant’s employment with Chipotle, or taking other legal action
against the Participant.
The amount that may be recovered under this Section 7 shall be determined on a gross basis without
reduction for taxes paid or payable by a Participant.
Section 8. Dodd-Frank Clawback.
Notwithstanding any other provision of the Plan to the contrary, in order to comply with Section 10D of the
Securities Exchange Act of 1934, as amended, and any regulations promulgated, or national securities exchange
listing conditions adopted, with respect thereto (collectively, the “Clawback Requirements”), if Chipotle is
required to prepare an accounting restatement due to its material noncompliance with any financial reporting
requirements under the securities laws, then the Participant shall return to Chipotle, or forfeit if not yet paid, the
amount of any payment received with respect to an Award under the Plan during the three-year period preceding
the date on which Chipotle is required to prepare the accounting restatement, based on the erroneous data, in
excess of what would have been paid to the Participant under the accounting restatement as determined by the
Committee in accordance with the Clawback Requirements and any policy adopted by the Committee pursuant to
the Clawback Requirements.
A-4
Proxy Statement