Chipotle 2013 Annual Report Download - page 159

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which 2021. After the Plan is the date of its adoption by the Board, subject to approval of the Plan by the
stockholders of the Company. Noterminated, no new Incentive Awards may be granted but Incentive
Awards previously granted shall be made pursuant to the Plan on or after the tenth anniversary of the
Effective Dateremain outstanding in accordance with their applicable terms and conditions and the Plan’s
terms and conditions.
20. Company Recoupment of Incentive Awards
The rights contained in this Plan shall be subject to (i) any right that the Company may have under any other
Company recoupment policy or other agreement or arrangement with a Participant, or (ii) any right or obligation
that the Company may have regarding the recovery of “incentive-based compensation” under Section 10D of the
Exchange Act, as amended (as determined by the applicable rules and regulations promulgated thereunder from
time to time by the U.S. Securities and Exchange Commission) or other applicable law. The Committee may
determine, as late as the time of such recoupment or recovery, regardless of whether such method is stated in the
Incentive Award agreement, whether the Company shall effect any such recoupment or recovery: (i) by seeking
repayment from the Participant; (ii) by reducing (subject to applicable law and the terms and conditions of the
applicable plan, program or arrangement) the amount that would otherwise be payable to the Participant under
any compensatory plan, program or arrangement maintained by the Company, (iii) by withholding payment of
future increases in compensation (including the payment of any discretionary bonus amount) or grants of
compensatory awards that would otherwise have been made in accordance with the Company’s otherwise
applicable compensation practices, (iv) by holdback or escrow (before or after taxation) of part or all the
Common Stock, payment or property received upon exercise or satisfaction of an Incentive Award or (v) by any
combination of the foregoing.
21. International Participants.
With respect to Participants who reside or work outside of the United States of America and subject to
Section 8 above, the Committee may in its sole discretion grant Incentive Awards on such terms and conditions
different from those specified in the Plan as may, in the judgment of the Committee, be necessary or desirable to
foster and promote achievement of the purposes of the Plan, and, in furtherance of such purposes, the Committee
may make such modifications, amendments, procedures, or subplans as may be necessary or advisable to comply
with such legal or regulatory provisions and/or to obtain more favorable tax or other treatment for a Participant,
the Company or its Subsidiaries. For avoidance of doubt, the Committee may delegate its authority under this
Section 21 with respect to any Participant; provided, however that only the Committee (or a subcommittee)
thereof shall be authorized to grant Incentive Awards or otherwise provide additional benefits to a member of the
Board or officer (as defined under SEC Rule 16a-1).
A-17
Proxy Statement