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SEC Filings

CHIPOTLE MEXICAN GRILL INC filed this Form S-1/A on 12/05/2005
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    incurred in connection with his relocation; (ii) for 2003, $43,057 and $54,535 in temporary housing and relocation expenses for Mr. Hartung and Mr. Wilner, respectively, and $19,616 in company car costs for Mr. Hartung; and (iii) for 2002, $25,465 for temporary housing and relocation expenses for Mr. Wilner.

In 2002 and 2003, we granted stock options, and in 2004, we granted stock appreciation rights, or SARs.

All Other Compensation for 2004 for the listed persons consists solely of employer matching contributions to a 401(k) and a supplemental retirement plan maintained by McDonald's in which certain of our executives participate.

Messrs. Hartung, Wilner and Reddy were McDonald's employees before transferring to us on September 1, 2002. However, the table reflects their salaries and bonuses for the entire year, a portion of which was paid by McDonald's.

Mr. Reddy's employment with Chipotle was terminated on March 31, 2005. There is currently a dispute with Mr. Reddy regarding his severance agreement and Chipotle has ceased making severance payments. The severance amount in dispute is $188,120. In 2005, we have paid Mr. Reddy $146,313 in connection with his severance.

        Mr. Montgomery F. Moran was hired as President and Chief Operating Officer on March 24, 2005. His annual salary is $330,000. He was also granted 460,000 shares of non-vested common stock, which are subject to forfeiture, that vest in equal annual installments over three years from March 24, 2005, subject to his continued employment with us. Mr. Moran has the right to vote these shares and to accrue dividends.

    SAR Grants in Last Fiscal Year

        The following table provides information about stock appreciation rights granted during fiscal year 2004 to the named executive officers. We did not grant any stock options in 2004.

  Individual Grants
  Potential Realizable Value at Assumed Annual Rate of Stock Price Appreciation for SAR Term ($)(3)
  Number of

  Percent of
Total SARs
Granted to
Employees in

Name and Principal Position

  Exercise or
Base Price


M. Steven Ells
Chief Executive Officer
  75,000   15.0   7.45   Last day of exercise window in 2010   189,750   431,250
John R. Hartung
Chief Finance and Development
  55,000   11.0   7.45   Last day of exercise window in 2010   139,150   316,250
Robert D. Wilner
Chief Administrative Officer
  40,000   8.0   7.45   Last day of exercise window in 2010   101,200   230,000
Kevin Reddy(4)
Chief Operating Officer
  55,000   11.0   7.45   Last day of exercise window in 2010   139,150   316,250

All SARs included in the table were granted on July 14, 2004 and vest in full on the third anniversary of grant, subject to continued employment through the vesting date.

Currently, we value our stock once per year and participants are permitted to exercise their vested SARs during annual exercise windows. SARs will expire no later than the last day of the exercise window six years after grant. In connection with this initial public offering, we intend to amend our SARs consistent with the terms of the SAR Plan so that the awards will be converted into options to purchase our class A common stock. We intend to provide that shares issuable upon the exercise of the options will be issued under the Chipotle 2006 Stock Incentive Compensation Plan. We also intend


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