Chipotle 2013 Annual Report Download - page 152

shall be determined as of the date on which each such incentive stock option is granted. In the event that the
aggregate Fair Market Value of shares of Common Stock with respect to such incentive stock options exceeds
$100,000, then incentive stock options granted hereunder to such Participant shall, to the extent and in the order
required by regulations promulgated under the Code (or any other authority having the force of regulations)
(“Regulations”), automatically be deemed to be non-qualified stock options, but all other terms and provisions of
such incentive stock options shall remain unchanged. In the absence of such Regulations (and authority), or in the
event such Regulations (or authority) require or permit a designation of the options which shall cease to
constitute incentive stock options, incentive stock options granted hereunder shall, to the extent of such excess
and in the order in which they were granted, automatically be deemed to be non-qualified stock options, but all
other terms and provisions of such incentive stock options shall remain unchanged.
(2) No incentive stock option may be granted to an individual if, at the time of the proposed grant, such
individual owns stock possessing more than ten percent of the total combined voting power of all classes of stock
of Chipotle or any of its “subsidiaries” (within the meaning of Section 424 of the Code), unless (i) the exercise
price of such incentive stock option is at least one hundred and ten percent of the Fair Market Value of a share of
Common Stock at the time such incentive stock option is granted and (ii) such incentive stock option is not
exercisable after the expiration of five years from the date such incentive stock option is granted.
7. Other Stock-Based Awards
(a) Authorization of Other Stock-Based Awards
The Committee may grant equity-based or equity-related awards not otherwise described herein in such
amounts and subject to such terms and conditions as the Committee shall determine. Without limiting the
generality of the preceding sentence, each such Other Stock-Based Award may, subject to the restrictions set
forth in Section 4 (i) involve the transfer of actual shares of Common Stock to Participants, either at the time of
grant or thereafter, or payment in cash or otherwise of amounts based on the value of shares of Common Stock,
(ii) be subject to performance-based and/or service-based conditions, (iii) be in the form of cash-settled stock
appreciation rights, stock-settled stock appreciation rights, phantom stock, restricted stock, restricted stock units,
performance shares, or share-denominated performance units (iv) be designed to comply with applicable laws of
jurisdictions other than the United States, and (v) be designed to qualify as Performance-Based Compensation.
Notwithstanding the foregoing, any Other Stock-Based Award that is a stock appreciation right (i) shall have a
base price of not less than 100% of the Fair Market Value of a share of Common Stock on the date on which such
stock appreciation right is granted, and no stock appreciation right(ii) shall not have an expiration date greater
than ten years from the date on which such stock appreciation right is granted and (iii) shall be subject to deemed
exercise rule under Section 6(b)(6) using a settlement method similar to a net exercise for an Option.
(b) Effect of Qualifying Termination; Other Termination Provisions
Except as may be expressly provided to the contrary by the Committee in an agreement evidencing the grant
of an Other Stock-Based Award or any employment, severance, change in control or similar agreement entered
into with a Participant, if a Participant experiences a Qualifying Termination or a Director’s service on the Board
terminates in connection with or as a result of a Change in Control, each Other Stock-Based Award outstanding
immediately prior to such Qualifying Termination or termination of Director’s service shall become fully and
immediately vested and, if applicable, exercisable as of such Qualifying Termination or termination and shall
remain exercisable until its expiration, termination or cancellation pursuant to the terms of the Plan and the
agreement evidencing such Other Stock-Based Award.
Furthermore, except as expressly provided to the contrary in the agreement evidencing the award of a
particular Other Stock-Based Award, where continued vesting or exercisability of an Other Stock-Based Award
terminates in connection with the termination of a Participant’s employment relationship with the Company, such
Participant’s employment relationship with the Company will be deemed, for purposes of such Other Stock-
Based Award, to continue so long as Participant serves as either an employee of the Company or as a member of
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Proxy Statement