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SEC Filings

S-1/A
CHIPOTLE MEXICAN GRILL INC filed this Form S-1/A on 12/23/2005
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(2)
In 2003, we granted stock options, and in 2004, we granted stock appreciation rights, or SARs.

(3)
All Other Compensation for 2005 consists of                        . 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.

(4)
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 153,333 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

        We did not grant any stock options or stock appreciation rights in 2005.

    Aggregated Company Option / SAR Exercises in Last Fiscal Year and Fiscal Year-End

        The following table provides summary information about options and SARs held by the named executive officers in fiscal 2005. The value of unexercised, in-the-money options and SARs at fiscal year-end is calculated using the difference between the applicable exercise price and the estimated fair market value at December 31, 2005, which has been deemed to be $      per share, multiplied by the number of shares underlying the option or SAR. An option or SAR is in-the-money if the fair market value of the common stock subject to the option is greater than the exercise price. The estimated initial public offering price of $16.50 per share (the midpoint of the range shown on the cover page of this prospectus) is higher than the estimated fair market value at fiscal year-end and the value of unexercised options and SARs would be higher than the numbers shown in the table if the value were calculated by subtracting the exercise price from the initial public offering price.

 
   
   
  Number of Securities Underlying Unexercised Options / SARs as of December 31, 2005 (#)
   
 
   
   
  Value of Unexercised
In-the-Money Options /SARs
at December 31, 2005 ($)(1)

Name and Principal Position

  Shares Acquired
on Exercise (#)

  Value Realized ($)
  Exercisable/Unexercisable
  Exercisable/Unexercisable
M. Steven Ells
Chief Executive Officer
    N/A   20,000 / 49,834    
John R. Hartung
Chief Finance and
    Development Officer
    N/A   13,333 / 32,166    
Robert D. Wilner
Chief Administrative
    Officer
    N/A   13,333 / 27,166    
Montgomery F. Moran
Chief Operating Officer
          0 / 0    

(1)
Calculated using the price of $          less the applicable exercise price multiplied by the number of option shares or SARs, as applicable.

    Aggregated McDonald's Option / SAR Exercises in Last Fiscal Year and Fiscal Year-End

        Messrs. Hartung and Wilner were both employees of McDonald's prior to joining Chipotle. Due to McDonald's current economic interest in us, any options granted to Messrs. Hartung and Wilner 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.

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