Chipotle 2013 Annual Report Download - page 154

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Performance Periods may be equal to or longer than, but not less than, one fiscal year of the Company and
may be overlapping. Within 90 days after the beginning of a Performance Period, and in any case before 25% of
the Performance Period has elapsed, the Committee shall establish (a) performance goals and objectives for the
CompanyPerformance Goals for such Performance Period, (b) target awards for each Participant, and
(c) schedules or other objective methods for determining the applicable performance percentage to be applied to
each such target award.
To the extent determined by the Committee at the time the Performance Measures are established, the
measurement of any Performance Measure(s) may exclude the impact of charges for restructurings, discontinued
operations, extraordinary items, and other unusual or non-recurring items, and the cumulative effects of
accounting changes, each as defined by generally accepted accounting principles and as identified in the
Company’s audited financial statements, including the notes thereto. To the extent determined by the Committee
at the time the Performance Measures are established, any Performance Measure(s) may be used to measure the
performance of the Company or a Subsidiary as a whole or any business unit of the Company or any Subsidiary
or any combination thereof, as the Committee may deem appropriate, or any of the above Performance Measures
as compared to the performance of a group of comparator companies, or a published or special index that the
Committee, in its discretion, deems appropriate.
Nothing in this Section 8 is intended to limit the Committee’s discretion to adopt conditions with respect to
any Incentive Award that is not intended to qualify as Performance-Based Compensation that relate to
performance other than the Performance Measures. In addition, the Committee may, subject to the terms of the
Plan, amend previously granted Incentive Awards in a way that disqualifies them as Performance-Based
Compensation.
(b) Committee Discretion
In the event that the requirements of Section 162(m) of the Code and the regulations thereunder change to
permit Committee discretion to alter the Performance Measures without obtaining shareholder approval of such
changes, the Committee shall have discretion to make such changes without obtaining shareholder approval.
9. Adjustment Upon Changes in Common Stock
(a) Shares Available for Grants
In the event of any change in the number of shares of Common Stock outstanding by reason of any stock
dividend or split, recapitalization, merger, consolidation, combination or exchange of shares or similar corporate
change, the maximum aggregate number of shares of Common Stock with respect to which the Committee may
grant Incentive Awards and the maximum aggregate number of shares of Common Stock with respect to which
the Committee may grant Incentive Awards to any individual Participant in any year shall be equitably adjusted
by the Committee. In the event of any change in the number of shares of Common Stock outstanding by reason
of any other similar event or transaction, the Committee may, but need not, make such adjustments in the number
and class of shares of Common Stock with respect to which Incentive Awards may be granted as the Committee
may deem appropriate.
(b) Increase or Decrease in Issued Shares Without Consideration
Subject to any required action by the shareholders of Chipotle, in the event of any increase or decrease in
the number of issued shares of Common Stock resulting from a subdivision or consolidation of shares of
Common Stock or the payment of a stock dividend (but only on the shares of Common Stock), or any other
increase or decrease in the number of such shares effected without receipt or payment of consideration by the
Company or the payment of an extraordinary cash dividend, the number of shares of Common Stock subject to
each outstanding Incentive Award and the exercise price per share of Common Stock of each such Incentive
Award shall be adjusted as necessary to prevent the enlargement or dilution of rights under such Incentive
Award.
A-12
Proxy Statement