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SEC Filings

CHIPOTLE MEXICAN GRILL INC filed this Form 10-Q on 07/26/2017
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Exhibit 101

Exhibit 10.1

Board Pay Policies

As of March 14, 2017

The purpose of this document is to summarize the compensation policies and programs that apply to non-employee directors of Chipotle Mexican Grill, Inc. (Chipotle).

Overview—Total Compensation

Chipotle aims to compensate directors at competitive market levels. A director’s compensation may include up to four components:


Annual retainer (both cash and equity portions);


Board meeting fee;


Committee meeting fee; and


Committee chairperson retainer.

The sum of these components received by a non-employee director comprises total compensation. Following is a detailed explanation of each.

Annual Retainer

Non-employee directors receive a $195,000 annual retainer.  $75,000 of this retainer is paid in cash. Cash payments will be distributed to directors via standard Chipotle payroll processing and paid out in equal amounts in June and December of each year.  The appropriate payroll tax elections must be made with Chipotle upon election to the Board.

The remaining portion of the retainer will be delivered via Restricted Stock Units denominated in shares of common stock issued on the date of Chipotle’s annual meeting of shareholders each year to each non-employee director under Chipotle’s 2011 Stock Incentive Plan.  The number of RSU’s delivered will be determined by dividing $120,000 by the closing stock price on the day of grants.  The RSU’s will be subject to cliff vesting on the third anniversary of the date of grant, and directors may elect to defer receipt of the shares issuable under the RSU’s by making an election with Chipotle Human Resources, as further described in the RSU agreement issued to each director.  A Form 4 will need to be filed with the SEC, this will be done by Chipotle on behalf of each director within the required time frame.  A Form 4 is a document required by the SEC that discloses changes in equity holdings of directors, officers, and 10 percent shareholders.

For the first year of service, the cash and RSU portions of the annual retainer will be prorated based on a calendar year, using the date of election to the Board (whether by the Board to fill a vacancy, or by the shareholders).  Payment of the prorated cash portion of a new director’s annual retainer will be made on the first regularly-scheduled date for




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