January 5, 2018
Re: Retention Agreement
Your service to CMG Strategy Co., LLC, for the benefit of the affiliated companies of Chipotle Mexican Grill, Inc. (collectively, the “Company”) is critical to the success of the Company. Because of your importance to the Company, the Company would like to provide you with a retention agreement that is intended to encourage your continued service to the Company. The terms of this Retention Agreement (this “Agreement”) between you (the “Executive”) and the Company, if you accept them, are as follows:
a.Amount. Subject to the terms and conditions of this Agreement, the Executive is eligible to receive a retention bonus of six hundred thousand dollars ($600,000) (the “Retention Bonus”), subject to any and all required tax withholdings.
b.Vesting and Payment. The Retention Bonus will vest one hundred percent (100%) on the first anniversary of the date of this Agreement set forth above (such first anniversary, the “Vesting Date”), subject to the Executive’s continuous employment with the Company through the Vesting Date (except as otherwise
set forth in Section 1.c. of this Agreement) and the Executive not having given the Company a “Resignation Notice” (as defined in this Section 1.b.) on or prior to the Vesting Date. For the avoidance of doubt, no portion of the Retention Bonus will vest prior to the Vesting Date, except as otherwise set forth in Section 1.c. of this Agreement. Provided the Executive remains continuously employed with the Company through the Vesting Date and has not given the Company a Resignation Notice as of the Vesting Date, the Company will pay the Executive the Retention Bonus in a cash lump-sum as soon as reasonably practicable following the Vesting Date, but in no event later than March 15, 2019; provided, that, notwithstanding the foregoing, if the Company terminates the Executive’s employment for Cause following the Vesting Date and prior to payment of the Retention Bonus, the Executive will automatically forfeit the Retention Bonus without consideration and without any further action by the Company. For purposes of this Agreement, “Resignation Notice” means a notice of the Executive’s intent to terminate the Executive’s employment with the Company without Good Reason, whether such notice is delivered verbally or in writing.
c.Termination of Employment by the Company without Cause or by the Executive with Good Reason. If the Company terminates the Executive’s employment without Cause (and other than due to the Executive’s death or Disability) or the Executive terminates the Executive’s employment with Good Reason, in each case on or prior to the Vesting Date (each, a “Qualifying Termination”), provided the Executive timely executes a general release of claims in favor of the Company and its affiliates in a form provided by the Company (the “Release”) and