Chipotle 2013 Annual Report Download - page 135

The terms of the equity-based awards made to our executive officers do provide for post-employment
benefits in certain circumstances. The table below reflects the dollar value, based on the closing price of our
common stock on December 31, 2013, of the value of each listed type of equity award that was not vested on
December 31, 2013 and on which vesting would have been accelerated had the executive’s employment
terminated, for the reasons identified in the table, as of December 31, 2013.
Potential Amounts Realizable Upon Termination Under Equity Awards
Name
Involuntary
Termination (1)
Voluntary
Resignation (1) Retirement (2)
Qualifying
Termination
Following
Change in
Control (3)
Death/
Disability (4)
Steve Ells
SOSARs (5) .................. — — N/A $76,125,750 $54,007,875
Performance Shares ........... — — N/A $10,655,600 $ 21,142
Total ................... $ 0 $ 0 N/A $86,781,350 $54,029,017
Monty Moran
SOSARs (5) .................. — — N/A $76,125,750 $54,007,875
Performance Shares ........... — — N/A $10,655,600 $ 21,142
Total ................... $ 0 $ 0 N/A $86,781,350 $54,029,017
Jack Hartung
SOSARs (5) .................. — — $18,002,625 $25,375,250 $18,002,625
Performance Shares ........... — — $ 10,571 $ 5,327,800 $ 10,571
Total ................... $ 0 $ 0 $18,013,196 $30,703,050 $18,013,196
Mark Crumpacker
SOSARs (5) .................. — — N/A $ 8,523,950 $ 6,164,710
Performance Shares ........... — — N/A $ 4,262,240 $ 8,457
Total ................... $ 0 $ 0 N/A $12,786,190 $ 6,173,167
(1) Assumes the absence of a change in control as described in further detail in footnote 3 below.
(2) Certain outstanding equity awards provide that the holder is eligible for retirement when the employee
reaches a combined age and years-of-service with us (and with McDonald’s Corporation unless there was a
break in service prior to joining us from McDonald’s) of 70. Of the executive officers, only Mr. Hartung
was eligible for retirement as of December 31, 2013.
In the event the employment of a holder of SOSARs terminates as a result of the holder’s retirement,
provided we receive six months’ prior written notice of the retirement and the holder executes an agreement
not to engage in any competitive activity with us for a period of at least two years following retirement,
service-based vesting conditions on the SOSARs are deemed satisfied immediately. In such event, SOSARs
subject to performance conditions remain outstanding and subject to vesting based on achievement of the
performance conditions, and SOSARs without performance conditions are immediately vested. All such
SOSARs remain outstanding and exercisable (following vesting) for the original duration of the SOSAR.
The amounts reflected in the table as realizable upon retirement in respect of SOSARs reflects amounts
attributable to the portion of SOSARs granted in 2011 and 2012 subject to performance conditions for
which the performance conditions were satisfied as of December 31, 2013, notwithstanding that the
Compensation Committee had not yet certified the satisfaction of the performance conditions as of that date
as is required for the awards to vest, but does not reflect any amounts in respect of performance SOSARs for
which the performance conditions were not yet satisfied as of December 31, 2013, due to the ongoing
vesting conditions that would be in effect at the time of the holder’s retirement.
In the event the employment with us of a holder of performance shares terminates as a result of the holder’s
retirement, 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
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Proxy Statement