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10-K
CHIPOTLE MEXICAN GRILL INC filed this Form 10-K on 02/08/2018
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and the term “Years of Service” means the number of years and fractions thereof during the period beginning on a Participant’s most recent commencement of employment with the Company or a subsidiary or parent of the Company and ending on such Participant’s Date of Termination.  In the event that a Participant meeting the Age and Years of Service criteria for classification as a Retiree retires and (i) has given the Chief Executive Officer of the Company or his or her designee at least six months prior written notice of such Participant’s retirement; (ii) has signed and delivered to the Company an agreement providing for such restrictive covenants, for a period of two years after such retirement, as may be determined from time to time by the Committee, based on individual facts and circumstances, to be reasonably necessary to protect the Company¹s interests, (iii) has signed and delivered to the Company, within 21 days of the Executive’s date of employment termination (or such later time as required under applicable law) a general release agreement of claims against the Company and its affiliates in a form reasonably acceptable to the Committee, which is not later revoked, and (iv) voluntarily terminates from service with the Company, then the following special provisions shall apply (with the Participant’s refusal to meet any of the conditions set forth in (i), (ii), (iii) or (iv) above constituting a waiver by such Participant of the benefits attributable to Retirees under this Agreement):

(a) Unvested SARs Held on the Date of Termination.  Any unvested SARs held by the Participant as of the Date of Termination shall vest on the regularly scheduled vesting date or dates described in Section 4 above as if the Participant remained employed by the Company, provided, however, that there shall be no additional vesting under this Section 10(a) if the Participant at any time during the two year period after retirement violated the provisions of any agreement entered into pursuant to sub-clauses (ii) or (iii) as described above.

(b) Post-Termination Exercise and Expiration.  The Exercise Deadline for the Participant’s vested SARs (determined after application of Section 10(a)) shall be (i) the third anniversary of the Date of Termination in the case of any SARs that were vested as of the Date of Termination, and (ii) the third anniversary of the applicable vesting date in the case of any SARs that were unvested as of the Date of Termination. 

11. Death or Disability.  In the event that a Participant’s Employment is terminated by reason of death or disability (for purposes of this SAR Agreement, “disability” shall mean that the Participant is unable to perform his or her job duties due to a medically diagnosed permanent physical or mental condition), the following shall apply:

(a) Unvested SARs Held on the Date of Termination.  Any unvested SARs held by the Participant as of the Date of Termination shall immediately vest.

(b)  Post-Termination Exercise and Expiration.  The Exercise Deadline for any SARs held by the Participant (or his or her beneficiaries or estate, in the case of death) on the Date of Termination shall be the third anniversary of the Date of Termination.  Any unexercised SARs held by the Participant (or his or her beneficiaries or estate, in the case of death) shall expire immediately after the Exercise Deadline.

 

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