if to the Company:
Chipotle Mexican Grill, Inc.
1401 Wynkoop Street
Denver, Colorado 80202
Attention: Legal Department
h.Withholding. The Company may withhold from any amounts payable under this Agreement such federal, state, local, or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.
i.Headings. The headings of this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
j.Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
k.Not an Employment Contract. This Agreement is not to be construed to constitute an employment contract between the Company and the Executive. The Executive will at all times remain an “at will” employee of the Company, and the Company or the Executive may terminate the Executive’s employment at any time and for any reason or no reason as otherwise permitted.
l.Not Compensation for Benefits Purposes. If and when the Executive earns and is paid the Retention Bonus under this Agreement, the Retention Bonus will not be treated as additional compensation under any other employee benefit plan, program or arrangement, unless that plan, program or arrangement expressly provides for such treatment.
m.Confidentiality. The Executive agrees to keep the terms and conditions of this Agreement confidential and to refrain from disclosing the terms and conditions of this Agreement to anyone without the advance written permission of the Company, unless disclosure is required by law or is necessary for internal processing and payment; provided, however, that the Executive may disclose the terms and conditions of this Agreement without such advance written permission to the Executive’s immediate family and legal or financial advisors, but then only on the condition that these individuals not make further disclosure. If the Executive violates this Section 2.m., no benefit will be paid to the Executive under this Agreement, and the Executive will automatically forfeit the Retention Bonus without consideration and without any further action by the Company. Executive acknowledges and agrees that the Company will disclose this Agreement, and the terms hereof, in accordance with applicable rules and regulations of the Securities and Exchange Commission, and that as a result of such disclosure, the terms of this Agreement will become publicly available.
[Signature Page Follows]