Chipotle 2013 Annual Report Download - page 150

has been delegated against any cost or expense (including counsel fees) or liability (including any sum paid in
settlement of a claim with the approval of the Committee) arising out of any action, omission or determination
relating to the Plan, unless, in either case, such action, omission or determination was taken or made by such
member, director or employee in bad faith and without reasonable belief that it was in the best interests of the
Company.
5. Eligibility
The Persons who shall be eligible to receive Incentive Awards pursuant to the Plan shall be those
employees, consultants and advisors of the Company and Directors whom the Committee shall select from time
to time. All Incentive Awards granted under the Plan shall be evidenced by a separate written agreement entered
into by the Company and the recipient of such Incentive Award.
6. Options
The Committee may from time to time grant Options, subject to the following terms and conditions:
(a) Exercise Price
The exercise price per share of Common Stock covered by any Option shall be not less than 100% of
the Fair Market Value of a share of Common Stock on the date on which such Option is granted. The agreement
evidencing the award of each Option shall clearly identify such Option as either an “incentive stock option”
within the meaning of Section 422 of the Code or as not an incentive stock option.
(b) Term and Exercise of Options
(1) Each Option shall become vested and exercisable on such date or dates, during such period and for
such number of shares of Common Stock as shall be determined by the Committee on or after the date such
Option is granted (including without limitation in accordance with terms and conditions relating to the vesting or
exercisability of an Option set forth in any employment, severance, change in control or similar agreement
entered into by the Company with a Participant on or after the date of grant) and subject to the restrictions set
forth in Section 4; provided, however that no Option shall be exercisable after the expiration of ten years from
the date such Option is granted; and, provided, further, that each Option shall be subject to earlier termination,
expiration or cancellation as provided in the Plan or in the agreement evidencing such Option. In addition, except
as otherwise determined by the Committee at or after the time of grant, unless an Option becomes vested or
exercisable pursuant to Sections 6(c) or 6(d) hereof, an Option may not become vested or exercisable in whole or
in part during the twelve-month period commencing with the date on which the Option was granted.
(2) Each Option may be exercised in whole or in part; provided, however that nothe Committee (or its
delegatee) may impose a minimum size for a partial exercise of an Option shall be for an aggregate exercise price
of less than $1,000 or such other amount as the Committee may determinein its discretion from time to time. The
partial exercise of an Option shall not cause the expiration, termination or cancellation of the remaining portion
thereof.
(3) An Option shall be exercised by such methods and procedures as the Committee determines from
time to time, including without limitation through net physical settlement or other method of cashless exercise.
With respect to any Participant who is a member of the Board or an officer (as defined under SEC Rule 16a-1), a
tender of shares of Common Stock or, a cashless or net exercise shall be a subsequent transaction approved as
part of the original grant of an Option for purposes of the exemption under Rule 16b-3 of the Exchange Act.
(4) Options may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any
manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of a
Participant, only by the Participant; provided, however that the Committee may permit Options to be pledged,
A-8
Proxy Statement