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SEC Filings

CHIPOTLE MEXICAN GRILL INC filed this Form S-1/A on 12/05/2005
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by McDonald's continue to vest while these individuals remain employed by Chipotle. In addition, we granted McDonald's options to our employees prior to 2002 because we did not have our own employee stock option plan at that time.

        Options granted under McDonald's plan have an exercise price equal to the fair market value of a share of McDonald's common stock on the grant date, generally have a ten-year life, and vest in equal annual installments over periods of four years. Generally, options expire 30 days after termination of employment; however, McDonald's equity compensation plans provide for accelerated vesting and an extended exercise period upon death, change of control, disability, retirement and, under other limited circumstances, upon termination of employment. The compensation committee has general authority to accelerate, extend or otherwise modify benefits under stock option grants. Subject to the approval of the compensation committee, options may be transferred to certain permissible transferees, including immediate family members, for no consideration.

        The following table provides summary information about McDonald's options held by the named executive officers during fiscal 2004.

  Number of McDonald's Securities Underlying Unexercised Options / SARs at December 31, 2004(2)
  Value of Unexercised
In-the-Money Options / SARs
at December 31, 2004 ($)(3)

Name and Principal Position

Shares Acquired
on Exercise (#)

Value Realized ($)(1)

M. Steven Ells
Chief Executive Officer
      30,788 / 10,262   80,972 / 26,989
John R. Hartung
Chief Finance and
    Development Officer
  15,000   181,024   123,625 / 26,275   479,131 / 104,370
Robert D. Wilner
Chief Administrative
  21,000   241,014   77,365 / 16,875   313,506 / 63,265
Kevin Reddy
Chief Operating Officer
  11,540   147,672   182,325 / 13,375   902,034 / 60,616

Calculated by subtracting the exercise price from the market value of McDonald's common stock on the exercise date, then multiplying by the number of shares exercised. All values are on a pretax basis.

The option term was extended three years for those options granted between May 1, 1999 and December 31, 2000 that have an exercise price greater than $28.90.

Calculated using the market value of McDonald's common stock at December 31, 2004 ($32.06 per share), less the option exercise price multiplied by the number of exercisable and unexercisable option shares. All values are on a pretax basis.

Description of Equity Compensation Plans

    Chipotle Executive Stock Option Plan

        Under the Chipotle Executive Stock Option Plan (the "Option Plan"), our board of directors or a committee designated by our board of directors may grant to our key employees who are employed in job classification A, B or C options to purchase our common stock. The Option Plan provides for the issuance of up to 3,000,000 shares of our common stock (before taking into account the Reclassification), and further provides that grants in any consecutive 12 month period, (i) the aggregate exercise price of options granted under the Option Plan may not exceed the greater of (A) $1,000,000; and (B) 15% of our total


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