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CHIPOTLE MEXICAN GRILL INC filed this Form 10-K on 02/08/2018
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(c) Forfeiture.  If, in any case prior to a Vesting Date or any Accelerated Vesting Date, the Participant ceases to provide services as an employee other than under circumstances that would result in an Accelerated Vesting Date, then any unvested RSUs shall be forfeited by the Participant to the Company, and the Participant shall thereafter have no right, title or interest whatever in such RSUs.    

(d) Effect of Vesting; Issuance of Unrestricted StockRSUs will be settled as soon as reasonably practicable, but in no event later than thirty (30) days, after becoming vested under this Section 3 (each, a  “Settlement Date”).  Upon a Settlement Date and pursuant to the terms and conditions set forth in this Agreement, the Company will issue (subject to Sections 11 and 15 below) to the Participant a certificate or electronically transfer by book-entry the number of shares of Common Stock of the Company equal to the number of vested RSUs which are then to be settled, which shares of Common Stock shall be free of any transfer or other restrictions arising under this Agreement.  For the avoidance of doubt, the settlement of RSUs is intended to qualify as a “short-term deferral” that is exempt from Section 409A of the Code.

4. Adjustment of RSUs.  The number of RSUs subject to this Award will automatically adjust to prevent accretion, or to protect against dilution, in the event of a change to the Company’s Common Stock resulting from a recapitalization, stock split, consolidation, spin-off, reorganization, or liquidation or other similar transactions and any transaction in which shares of Common Stock are changed into or exchanged for a different number or kind of shares of stock or other securities of the Company or another corporation as provided under Section 9 of the Plan.

5. No Rights as a Stockholder.  As of the Grant Date, the Participant shall have no rights as a stockholder of the Company with respect to the RSUs (including voting rights and the right to receive dividends and other distributions), except as otherwise specifically provided in this Agreement; provided that dividends and other distributions paid on the Common Stock shall be credited to the Participant in an amount equal to the amount that would have been payable or distributable to the Participant had the Common Stock underlying the RSUs been issued and outstanding as of the record date for such dividend or distribution, to be held by the Company on the Participant's behalf and made subject to the same vesting conditions applicable to the underlying RSUs.  At the time of delivery of the underlying shares of Common Stock, the Company shall distribute to the Participant in cash all dividends or distributions previously paid with respect to the RSUs that vested hereunder without interest.  In the event the Participant forfeits RSUs, the Participant shall also immediately forfeit any dividends or distributions held by the Company that are attributable to the Common Stock underlying such forfeited RSUs.

6. Non-Transferability of Award.  The RSUs shall not be assignable or transferable by the Participant prior to their vesting in accordance with Section 3 of this Agreement.  In addition, RSUs shall not be subject to attachment, execution or other similar process prior to vesting.

7. No Right to Continued Service.  The granting of the Award shall not be construed as granting to the Participant any right to continue services with the Company as an employee.

8. Amendment of RSUs Award.  The Award or the terms of this Agreement may be amended by the Board or the Committee at any time (a) if the Board or the Committee determines, in its reasonable discretion, that amendment is necessary or advisable in the light of any addition to or change in the Code or in the regulations issued thereunder, or any federal or state securities law or other law or regulation, which change occurs after the Grant Date and by its terms applies to the Award; provided that, such amendment shall not materially and adversely affect the rights of the Participant hereunder; or (b) other than in the circumstances described in clause (a), with the consent of the Participant.

9. Notice.  Any notice to the Company provided for in this Agreement shall be addressed to the Company in care of its Secretary at its executive offices at 1401 Wynkoop, Suite 500, Denver, Colorado 80202, and any notice to the Participant shall be addressed to the Participant at the current address shown on the payroll records of the Company. Any notice shall be deemed to be duly given if and when properly addressed and posted by registered or certified mail, postage prepaid.

10. BeneficiaryThe Participant may file with the Company a written designation of a beneficiary on such form as may be prescribed by the Company and may, from time to time, amend or revoke such designation. If no designated beneficiary survives the Participant, the executor or administrator of the Participant’s estate shall be deemed to be the Participant’s beneficiary.

DM_US 79735183-1.082000.0011 


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