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8-K
CHIPOTLE MEXICAN GRILL INC filed this Form 8-K on 12/01/2017
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2. Compensation.

(a) Base SalaryPrior to the Appointment Date and subject to the Executive’s continued employment as CEO, the Company shall continue to pay the Executive his base salary as in effect as of the date hereof in accordance with the Company’s regular payroll practicesEffective as of the Appointment Date and subject to the Executive’s continued employment as Executive Chairman, the Company shall pay the Executive a base salary for the Company’s 2018 fiscal year at an annualized rate of $900,000, payable in accordance with the Company’s regular payroll practices.    The Executive’s base salary as in effect from time to time is referred to herein as “Base Salary.”  Following the 2018 fiscal year, the Base Salary shall be determined by the Compensation Committee of the Board (the “Compensation Committee”) in its sole discretion.

(b) Annual BonusFollowing the Appointment Date and subject to the Executive’s continued employment as Executive Chairman, the Executive shall be eligible to receive an annual cash bonus (the “Annual Bonus”) under the Company’s 2014 Cash Incentive Plan (as it may be amended or supplemented from time to time, the “Cash Incentive Plan”), with a target bonus opportunity of 100% of the Base Salary and a maximum bonus opportunity equal to 225% of the Base Salary.  The actual amount of the Executive’s Annual Bonus shall be determined by the Compensation Committee based on the achievement of the applicable performance goals in accordance with the Cash Incentive Plan.  Any earned Annual Bonus shall be paid to the Executive in accordance with the Cash Incentive Plan.  Following the 2018 fiscal year, any Annual Bonus shall be determined by the Compensation Committee of the Board in its sole discretion.

(c) Prorated Payments.    For the year in which the Appointment Date occurs, the Executive’s Base Salary and Annual Bonus shall be prorated as between amounts determined for his service as CEO and his service as Executive Chairman, based on the portion of such year served in each such capacity.

(d) Special Option Grant.  On or about January 2, 2018 (the “Grant Date”), the Company shall make a grant to the Executive of a stock option (the “Stock Option”) to purchase 175,000 shares of common stock, par value $0.01 per share, of the Company (“Common Stock”), having an exercise price per share equal to the greater of  $500 and  the Fair Market Value (as defined in the Amended and Restated Chipotle Mexican Grill, Inc. 2011 Stock Incentive Plan (the “Equity Plan”)) of a share of Common Stock on the Grant Date, subject to the Executive’s continued employment with the Company through the Grant Date.  The Stock Option shall be granted under, and be subject to the terms and conditions of, the Equity Plan and Section 4The Stock Option shall vest on the date that is 18 months following the Grant Date (the “Vesting Date”), subject to  the Executive’s continued employment with the Company through the Vesting Date and  the occurrence of the Appointment Date prior to the Vesting Date;  provided,  however, that, if the Executive’s employment is terminated prior to the Vesting Date by the Company without Cause (as defined in Exhibit A hereto), by the Executive with Good Reason, or due to the Executive’s death or disability, then, subject, in the case of any such termination of employment other than due to the Executive’s death, to the Executive’s execution and delivery of a customary general release of claims in favor of the Company and its affiliates in substantially the form used by the Company for senior executives

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