Chipotle 2013 Annual Report Download - page 156

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(g) Code Section 409A
(i) TheTo the extent applicable and notwithstanding any other provision of the Plan, the Company
intends to administer, operate and interpret the Plan and all Incentive Awards granted thereunder in a manner that
complies with Code Section 409A, however, the Company and its Subsidiaries (including their respective
employees, officers, directors or agents) shall not be responsible for any additional tax imposed pursuant have
any liability to Code any Participant (or any other person) that is related to a Section 409A violation, nor will the
Company indemnify or otherwise reimburse Participant (or any other person) for any liability incurred as a result
of a violation of Code Section 409A.
(ii) Notwithstanding any provision in Section 14 of the Plan to the contrary, in the event that the
Committee determines that any amounts payable hereunder will be taxable to a Participant under Section 409A
of the Code prior to the payment and/or delivery to such Participant of such amount, the Company may (A) adopt
such amendments to the Plan and related agreement, and appropriate policies and procedures, including
amendments and policies with retroactive effect, that the Committee determines necessary or appropriate to
preserve the intended tax treatment of the benefits provided by the Plan and awards hereunder and/or (B) take
such other actions as the Committee determines necessary or appropriate to comply with the requirements of
Section 409A of the Code. No action shall be taken under this Plan which shall cause an award to fail to comply
with Section 409A of the Code, to the extent applicable to such Award.
(iii) With respect to any Incentive Award that is considered “deferred compensation” subject to
Section 409A of the Code, references in the Plan to “termination of employment” (and substantially similar
phrases) shall mean “separation from service” within the meaning of Section 409A of the Code. For purposes of
Section 409A of the Code, each of the payments that may be made in respect of any Incentive Award granted
under the Plan are designated as separate payments.
(iv) Notwithstanding any payment provision in the Plan or an agreement evidencing an Incentive
Award to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i)
of the Code, no payments in respect of any Incentive Awards that are “deferred compensation” subject to
Section 409A of the Code and which would otherwise be payable upon the Participant’s “separation from
service” (as defined in Section 409A of the Code) shall be made to such Participant prior to the date that is six
months after the date of such Participant’s “separation from service” or, if earlier, the Participant’s date of death.
Following any applicable six month delay, all such delayed payments will be paid in a single lump sum, without
interest, on the earliest date permitted under Section 409A of the Code that is also a business day.
10. Rights as a Stockholder
No person shall have any rights as a stockholder with respect to any shares of Common Stock covered by or
relating to any Incentive Award granted pursuant to the Plan until the date of the issuance of a stock certificate
with respect to such shares. Except as otherwise expressly provided in Section 9 hereof, no adjustment of any
Incentive Award shall be made for dividends or other rights for which the record date occurs prior to the date
such stock certificate is issued.
11. No Special Employment Rights; No Right to Incentive Award
(a) Nothing contained in the Plan or any Incentive Award shall confer upon any Participant any right with
respect to the continuation of his employment by or service to the Company or interfere in any way with the right
of the Company at any time to terminate such employment or to increase or decrease the compensation of the
Participant from the rate in existence at the time of the grant of an Incentive Award.
(b) No person shall have any claim or right to receive an Incentive Award hereunder. The Committee’s
granting of an Incentive Award to a Participant at any time shall neither require the Committee to grant an
Incentive Award to such Participant or any other Participant or other person at any time nor preclude the
Committee from making subsequent grants to such Participant or any other Participant or other person.
A-14
Proxy Statement