Chipotle 2013 Annual Report Download - page 137

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. These amounts would not be realizable until
following completion of the performance period.
(5) The dollar values reflected in the table are based on the excess of the closing price of our common stock on
December 31, 2013 over the exercise price of the applicable SOSARs.
Mr. Blessing retired as our Chief Development Officer effective October 31, 2013. In connection with his
retirement and pursuant to the terms of the outstanding SOSARs held by Mr. Blessing as of his retirement date,
unvested SOSARs that were not subject to performance conditions vested in full as of his retirement date. As a
result, vesting accelerated on SOSARs held by Mr. Blessing as of his retirement date having a total value of
$3,943,840 as of his retirement date.
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
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.
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Proxy Statement