CHIPOTLE MEXICAN GRILL, INC.
RESTRICTED STOCK UNITS AGREEMENT
Name of Participant:Participant Name
No. of RSUs: ____________
Vesting Dates:2nd Anniversary of Grant Date
3rd Anniversary of Grant Date
This Restricted Stock Units Agreement (this “Agreement”), dated as of the Grant Date first stated above, is delivered by Chipotle Mexican Grill, Inc., a Delaware corporation, to the Participant named above (the “Participant”).
A.The Company is awarding the Participant, under the Amended and Restated Chipotle Mexican Grill, Inc. 2011 Stock Incentive Plan (the “Plan”), restricted stock units (“RSUs”) as indicated above (the “Award”), subject to the terms and conditions hereof and the Plan.
B.The Compensation Committee (the “Committee”) of the Company’s Board of Directors (the “Board”) has approved this Award.
NOW, THEREFORE, the parties hereby agree as follows:
Definitions. Except as expressly indicated herein, defined terms used in this Agreement have the meanings set forth in the Plan.
Grant of RSUs. Subject to the terms and conditions hereinafter set forth and the terms and conditions of
the Plan, the Company, with the approval and at the direction of the Committee, hereby grants to the Participant the number of RSUs indicated above.
Vesting and Forfeiture of RSUs.
Vesting of RSUs. The RSUs subject to this Award shall be subject to the restrictions contained in this Agreement and subject to forfeiture to the Company unless and until the RSUs have vested in accordance with the terms and conditions of this Agreement. Subject to the terms and conditions of this Agreement, (i) 50% of the total RSUs subject to this award will vest on each Vesting Date indicated above, with 100% of the unvested RSUs vesting on the 3rd anniversary of the Grant Date and (ii) notwithstanding the provisions of sub-clause (i), any then-unvested RSUs will vest upon the Accelerated Vested Date (as defined in Section 3(b) below); provided that in each case the Participant remains continuously employed by the Company from the Grant Date until the Vesting Date or Accelerated Vesting Date, as applicable.
Acceleration of Vesting. In the event that prior to a Vesting Date: (1) the Committee determines that the Participant’s employment was terminated as a result of the Participant’s medically diagnosed permanent physical or mental inability to perform his or her duties as an employee of the Company (“Disability”), (2) the Participant’s employment terminates due to the Participant’s death, or (3) the Company undergoes a Change in Control while the Participant is employed by the Company, then all of the unvested RSUs will vest immediately upon the earliest of any such event to occur, if any. Any date on which vesting occurs as described in this Section 3(b) shall be referred to herein as an “Accelerated Vesting Date.”