CHIPOTLE MEXICAN GRILL, INC.
RESTRICTED STOCK UNITS AGREEMENT
Name of Participant:Participant Name
No. of RSUs: ____________
Vesting Date:1ST Anniversary of Grant Date
This Promotion 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”) on account of being promoted to either Restaurateur or Team Leader.
A.The Company is awarding the Participant, under the 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, the RSUs will vest in full on the Vesting Date indicated above or upon the Accelerated Vested Date (as defined herein) provided the Participant remains continuously employed by the Company from the Grant Date until the respective Vesting Date or Accelerated Vesting Date (as defined in Section 3(b) below).
Acceleration of Vesting. Notwithstanding the foregoing subparagraph (a), in the event that prior to the 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, then all of the unvested RSUs will vest immediately upon the earliest of any such event to occur, if any. Any vesting date described in this Section 3(b) shall be referred to herein as an “Accelerated Vesting Date.”