Chipotle 2013 Annual Report Download - page 146

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(n) “Fair Market Value” or “FMV” means, as of any date means, unless otherwise expressly provided in ,
the Plan or an award agreement issued under the Plan, the closing sale pricevalue of a share of Common Stock as
determined by the Committee, in its discretion, subject to the following:
(i) If, on such date, Common Stock is listed on the New York Stock Exchange (“NYSE”) (or such other
national securities exchange as may at the time be the principal market for the Common Stock) on that date or, if
no sale of the Company’s Common Stock occurred on that date, on the next preceding day on which a sale of
Common Stock occurred. ), then:the Fair Market Value of a share shall be the closing price of a share of
Common Stock as quoted on such exchange, as reported in The Wall Street Journal or such other source as the
Company deems reliable (or, if no such closing price is reported, the closing price on the last preceding date on
which a sale of Common Stock occurred); provided, however, that the Committee may, in its discretion,
determine the Fair Market Value of a share of Common Stock on the basis of the opening, closing, or average of
the high and low sale prices of a share of Common Stock on such date or the preceding trading day, the actual
sale price of a Share, any other reasonable basis using actual transactions involving shares of Common Stock as
reported on an established U.S. national or regional securities exchange, or on any other basis consistent with the
requirements of Section 409A of the Code.
(i)(ii) If the Common Stock is not then listed and traded on the NYSE or other national securities
exchange, Fair Market Value shall be what the Committee determines in good faith to be 100% of the fair market
value of a share of Common Stock on that date, using such criteria as it shall determine, in its sole discretion, to
be appropriate for valuation.
(iii) The Committee may vary in its discretion the method of determining Fair Market Value as
provided in this Section for purposes of different provisions under the Plan. The Committee may delegate its
authority to establish Fair Market Value for purposes of determining whether sufficient consideration has been
paid to exercise Options or SARs or for purposes of any other transactions involving outstanding Incentive
Awards.
(m)(o) “Full Value Award” means any Incentive Award other than an Option or stock appreciation right.
(n)(p) “Good Reason” means, unless otherwise provided in any award agreement entered between the
Company and the Participant with respect to an Incentive Award or effective employment agreement or other
written agreement between the Participant and the Company with respect to the termination of a Participant’s
employment with the Company, the Participant’s termination of employment on account of: (i) a material
diminution in a Participant’s duties and responsibilities other than a change in such Participant’s duties and
responsibilities that results from becoming part of a larger organization following a Change in Control, (ii) a
decrease in a Participant’s base salary, bonus opportunity or benefits other than a decrease in bonus opportunity
or benefits that applies to all employees of the Company otherwise eligible to participate in the affected plan or
(iii) a relocation of a Participant’s primary work location more than 30 miles from the Participant’s work location
on the date of grant of a Participant’s Incentive Awards under the Plan, without the Participant’s prior written
consent; provided that, within thirty days following the occurrence of any of the events set forth herein, the
Participant shall have delivered written notice to the Company of his or her intention to terminate his or her
employment for Good Reason, which notice specifies in reasonable detail the circumstances claimed to give rise
to the Participant’s right to terminate employment for Good Reason, and the Company shall not have cured such
circumstances within thirty days following the Company’s receipt of such notice.
(o)(q) “Incentive Award” means an Option or Other Stock-Based Award granted to a Participant pursuant to
the terms of the Plan.
(p)(r) “Option” means an option to purchase shares of Common Stock granted to a Participant pursuant to
Section 6.
(q)(s) “Other Stock-Based Award” means an equity or equity-related award granted to a Participant pursuant
to Section 7.
A-4
Proxy Statement