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SEC Filings

10-K
CHIPOTLE MEXICAN GRILL INC filed this Form 10-K on 02/08/2018
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Exhibit 1029

Exhibit 10.2.9


Stock Appreciation Rights Agreement

This Stock Appreciation Rights Agreement (“SAR Agreement”) evidences the grant to Participant Name (the “Participant”) by Chipotle Mexican Grill, Inc.  (the “Company”) of the right to receive shares of Common Stock of the Company (the “Shares”) on the terms and conditions provided for below (the “SARs”) pursuant to the Amended and Restated Chipotle Mexican Grill, Inc. 2011 Stock Incentive Plan (the “Plan”).  This SAR Agreement and the SARs granted hereunder are expressly subject to all of the terms, definitions and provisions of the Plan as it may be amended and restated from time to time.  Capitalized terms used in this SAR Agreement and not defined herein shall have the meanings attributed to them in the Plan.

1. Grant Date and Term.  The date on which the SARs are granted is Date (the “Grant Date”).  The term of the SARs is from the Grant Date until the seventh anniversary of the Grant Date, subject to earlier termination in connection with employment termination.

2. Number of Shares Subject to SARs; Rights Conferred by Grant of SARs.  The number of Shares subject to the SARs is Number of SARs.  The SARs represent the right, upon exercise, to receive a number of Shares with a fair market value, determined on the date of exercise, equal to the product of (i) the aggregate number of Shares with respect to which this SAR is exercised and (ii) the excess of (A) the fair market value of a Share as of the date of exercise over (B) the SAR Base Price specified below.  The fair market value of a share on the date of exercise shall be determined as provided in Section 5 below.  The Participant shall not be entitled to receive a cash payment in respect of the Shares underlying the SARs on any dividend payment date for the Shares.

3. Base Price.  The Base Price of the SARs is Market Price (subject to any adjustment under Section 9 of the Plan).

4. Vesting.  Subject to the provisions of the Plan and the Participant’s continued employment with the Company, the SARs shall vest as to fifty percent of all Shares subject to the SARs on the second anniversary of the Grant Date and the remaining Shares subject to the SARs on the third anniversary of the Grant Date.  No accelerated vesting shall occur except as provided in the Plan, as determined by the Committee or as described in Section 10,  11 or 13 of this SAR Agreement.

5. Exercise of SARs.  Except as provided in the Plan, the Participant may exercise a vested SAR, in whole or in part, at any time during the term of the SARs by providing written notice to the Company stating the number of shares in respect of which the SAR is being exercised.  Such written notice may be delivered in person or by certified mail to the Corporate Secretary of the Company or in such other form or manner as the Committee may approve or any administrative agent engaged by the Company may specify for such purpose, including by electronic means.  The SARs may not be exercised with respect to a number of Shares that is less than the lesser of (i) twenty-five or (ii) the total number of Shares remaining available for exercise pursuant to this SAR Agreement.  Upon exercise, the Participant will receive a number of Shares having a fair market value at the time of exercise equal to the product of (A) the excess of the fair market value

 


 

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