the Release becomes irrevocable, the Retention Bonus will: (i) vest one hundred percent (100%) as of the date on which the Release becomes effective; and (ii) be paid to the Executive in a cash lump-sum at the same time as the Retention Bonus would have been paid to the Executive pursuant to Section 1.b. of this Agreement if the Executive had remained actively employed with the Company through the payment date. For the avoidance of doubt, if the Executive fails to timely execute the Release, or if the Executive revokes the Release before it becomes effective, the Executive will automatically forfeit the Retention Bonus without consideration and without any further action by the Company.
d.Other Terminations of Employment; Resignation Notice. If the Executive’s employment with the Company terminates for any reason other than a Qualifying Termination (including, for the avoidance of doubt, as a result of the Executive’s death or Disability, termination by the Company for Cause, or termination by the Executive without Good Reason), or the Executive gives the Company a Resignation Notice, in each case on or prior to the Vesting Date, the Executive will automatically forfeit the Retention Bonus without consideration and without any further action by the Company.
e.Definition of “Cause”. For purposes of this Agreement, “Cause” means: (i) the Executive’s willful failure to substantially perform the Executive’s duties (other than as a result of physical or mental illness or injury); (ii) the Executive’s willful misconduct or gross negligence, which is materially injurious to the Company; (iii) a breach by the Executive of his fiduciary duty or duty of loyalty to the Company; (iv) the Executive’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a serious crime involving moral turpitude; (v) the Executive’s unauthorized disclosure of the Company’s or its affiliates’ trade secrets or other secret or confidential information, knowledge, or data concerning the Company’s or its affiliates’ businesses, strategies, operations, clients, customers, prospects, financial affairs, organizational and personnel matters, policies, procedures, or other nonpublic matters, or concerning those of third parties; or (vi) the Executive’s material breach of any material obligation under this Agreement or any other written agreement between the Executive and the Company. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors of Chipotle Mexican Grill, Inc. or upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company.
f.Definition of “Disability”. For purposes of this Agreement, “Disability” means: (i) the Executive is unable due to a medically determinable physical or mental condition to perform the essential functions of the Executive’s position, with or without reasonable accommodation, for three (3) months in the aggregate during any twelve (12) month period; or (ii) a licensed physician chosen by the Company and reasonably acceptable to the Executive (or the Executive’s legal representative) has certified to the Company in writing that due to a medically determinable physical or mental condition, the Executive will be unable to perform the essential functions of the Executive’s position, with or without reasonable accommodation, for three (3) months in the aggregate during the twelve (12) month period immediately following such certification.