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8-K
CHIPOTLE MEXICAN GRILL INC filed this Form 8-K on 12/01/2017
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(b) Noncompetition.  The Executive acknowledges that, in the course of his employment with and service to the Company and its affiliates (including their predecessor and any successor entities), the Executive has become familiar with Confidential Information, and that the Executive’s employment with the Company has been of special, unique, and extraordinary value to the Company and its affiliates.  Therefore, the Executive agrees that, during the Executive’s employment with the Company and for the two-year period commencing on the date on which the Executive’s employment terminates for any reason (the “Restricted Period”), the Executive shall not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, director, consultant, independent contractor, or otherwise, and whether or not for compensation), or render services, advice, or assistance in any capacity to, a Competing Business (as defined below) anywhere in the continental United States where the Company or any of its affiliates conducts business.  For purposes of this Agreement, a “Competing Business” means any person, firm, corporation, or other entity, in whatever form, that operates fast-casual, quick-service, or casual dining restaurants (excluding casual dining restaurants that (i) provide table service, (ii) have an average entrée price of at least two times the average entrée price of the Company, and (iiioperate in five or fewer units).  Nothing herein shall prohibit the Executive from being a passive owner of not more than 1% of the outstanding equity interest in any entity that is publicly traded, so long as the Executive has no active participation in the business of such entity.

(c) Nonsolicitation.  The Executive agrees that, during the Restricted Period, the Executive shall not  recruit or hire or attempt to recruit or hire, directly or by assisting others, any individual who is, on the date on which the Executive’s employment terminates for any reason (the “Termination Date”) (or was, during the six-month period prior to the Termination Date), employed by the Company or its affiliates to terminate or refrain from renewing or extending such employment or to become employed by or become a consultant to any other individual or entity other than the Company or its affiliates,  contact or communicate with any employees of the Company or its affiliates for the purpose of inducing other employees to terminate their employment with the Company or its affiliates, or  induce or attempt to induce any supplier, licensee, or other business relation of the Company or its affiliates to cease doing business with the Company or its affiliates, or in any way interfere with the relationship between any such supplier, licensee, or business relation, on the one hand, and the Company or its affiliates, on the other hand.

(d) Nondisparagement.  The Executive shall not at any time make any written or oral statements, representations, or other communications that disparage the business or reputation of the Company or any of its affiliates or any officer, director, employee, stockholder, agent, or representative of, or consultant to, the Company or any of its affiliates, other than to the extent necessary to respond in an appropriate and truthful manner to any legal process or give appropriate and truthful testimony in a legal or regulatory proceeding.  The Company shall instruct its officers and directors not to make any written or oral statements, representations, or other communications that disparage the business or reputation of the Executive, other than to the extent necessary to respond in an appropriate and truthful manner to any legal process or give appropriate and truthful testimony in a legal or regulatory proceeding.    Nothing in this Section 4(d) is intended to  prevent either party from conferring in confidence with his or its legal representatives, or  prevent either party from responding publicly to incorrect,

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