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SEC Filings

CHIPOTLE MEXICAN GRILL INC filed this Form S-1/A on 12/23/2005
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        We expect that the 2006 Incentive Plan will provide that Participants may elect to satisfy certain federal income tax withholding requirements by remitting to us cash or, subject to certain conditions, Shares or by instructing us to withhold Shares payable to the Participant.

        We expect that under the 2006 Incentive Plan, Options may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution, except as permitted by the Committee on a general or specific basis.

        Our board of directors may at any time suspend or discontinue the 2006 Incentive Plan or revise or amend it in any respect whatsoever, except that, to the extent any applicable law, regulation or rule of a stock exchange requires shareholder approval for any revision or amendment to be effective, the revision or amendment will not be effective without shareholder approval.

        We will not make any grants of Incentive Awards under the 2006 Incentive Plan following the            anniversary of the date that the 2006 Incentive Plan becomes effective.

        We expect the 2006 Incentive Plan to provide for accelerated vesting of awards under certain circumstances in connection with a change in control of Chipotle.

        Tax Consequences of the Plan.    The tax consequences of participation in the Plan for Participants and us will generally depend on the type of award issued to a Participant. In general, if a Participant recognizes ordinary income in connection with the grant, vesting or exercise of an award, we will be entitled to a corresponding deduction equal to the amount recognized as income by the Participant.

    Chipotle 2006 Cash Incentive Plan

        Prior to this offering, we intend to adopt a cash bonus plan for our key employees. We expect that the cash bonus plan will be administered by a committee of our board of directors, which will include at least two members who qualify as "outside directors" within the meaning of Section 162(m) of the Code.

        Awards under the cash incentive plan may be designed to qualify under the requirements of Section 162(m) of the Code as performance-based compensation. The performance goals upon which the payment or vesting of any cash award that is intended to so qualify depends may relate to one or more of the following performance measures: (i) revenue growth; (ii) operating income; (iii) operating cash flow; (iv) net income; (v) earnings per share; (vi) return on sales; (vii) return on assets; (viii) return on equity; (ix) return on invested capital; and (x) total shareholder return, or such other performance targets as we may determine prior to the adoption and approval of the Chipotle 2006 Cash Incentive Plan.

        We expect that performance periods under the cash bonus plan may be equal to or longer than, but not less than, one of our fiscal years and may be overlapping. Within 90 days after the beginning of a performance period, and in any case before 25% of the performance period has elapsed, it is expected that the compensation committee will establish (i) performance goals and objectives for such performance period; (ii) target awards for each participant; and (iii) performance schedules or other objective methods for determining the applicable performance percentage to be applied to each such target award. The measurement of any performance measure(s) may exclude the impact of charges for restructurings, discontinued operations, extraordinary items, and other unusual or non-recurring items, and the cumulative effects of accounting changes, each as defined by generally accepted accounting principles and as identified in our company's audited financial statements, including the notes thereto. Any performance measure(s) may be used to measure the performance of our company as a whole or any business unit of our company or any combination thereof, as the compensation committee may deem appropriate, or any of the above performance measures as compared to the performance of a group of competitor companies, or a published or special index that the compensation committee, in its sole discretion, deems appropriate.

        The amount paid under the cash bonus plan to any participant with respect to any award for a performance period of one year will not exceed $            . The amount paid under the cash bonus plan to any participant with respect to any award for a performance period of more than one year will not exceed $            . No participant will be eligible to earn awards for more than three performance periods that end within any single fiscal year.


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