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CHIPOTLE MEXICAN GRILL INC filed this Form 8-K on 09/15/2017
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91517_101 Scott Exhibit

Exhibit 10.1


THIS EXECUTIVE AGREEMENT (this “Agreement”), dated as of May29, 2017, is entered into by and between Chipotle Services, LLC, a Colorado limited liability company (the “Company”), and Scott Boatwright (the “Executive”).

WHEREAS, the Executive has been hired by the Company, effective May 29, 2017 (the “Initial Date of Employment”), to serve, on an at-will employment basis, as Chief Restaurant Officer of the Company and its affiliated companies;

WHEREAS, the Company and the Executive desire to enter into a mutually satisfactory arrangement concerning certain benefits to be granted to the Executive in the event that the Executive’s employment is terminated without cause prior to the second anniversary of commencement of his employment.

NOW, THEREFORE, in consideration of the premises and the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Executive hereby agree as follows:


Separation from Service.

(a) Severance AgreementIn the event the Executive is terminated by the Company for any reason other than “cause” (as defined below) within twenty-four months of the Executive’s Initial Date of Employment, the Executive shall be entitled to receive up to twelve months’ base salary, at the mutually-agreed salary rate in effect at the time of such termination.  If the termination occurs within twelve months of the Initial Date of Employment, the Executive shall be entitled to receive twelve months’ base salary. Following the Executive’s initial twelve months of employment, the maximum twelve-month severance will reduce one month for each additional month of service until fully exhausted at twenty-four months of employment.

(b) “Cause”. For purposes of this Agreement, “cause” shall mean the occurrence of one or more of the following events: (i) the Executive’s arrest for or conviction of any felony and/or any misdemeanor involving moral turpitude, fraud, or embezzlement, or the Executive’s arrest for or conviction of a crime related to any other act or omission involving dishonesty or fraud; (ii) the Executive’s working under the influence of alcohol, the use of illegal drugs (whether or not at the workplace), or other conduct causing the Company or any of its subsidiaries or affiliates public disgrace, disrepute or economic harm; (iii) the Executive’s failure to take specific actions as directed by the Company’s CEO or the Board of Directors of the Company’s parent corporation; (iv) any negligence, misconduct, or breach of fiduciary duty by the Executive; (v) the Executive’s failure to cooperate in any audit or investigation; (vi) any act of theft, embezzlement, fraud or misappropriation of the property of the Company, its subsidiaries, or affiliates; or (vii) any breach of any agreement with, or policy of, the Company, its subsidiaries, or affiliates.

(c) Release of Claims In consideration of the payments and benefits to be provided to the Executive under this Agreement, within 45 days following the date of a termination of the Executive for any reason other than “cause”, the Executive shall execute and deliver to the Company a mutual release of claims and non-competition agreement in customary form (the “Release”) and shall not revoke such Release. If the Executive does not execute and deliver the Release within such 45-day period or revokes the Release in the time period set forth therein, this Agreement shall be null and void ab initio and of no force or effect.


Section 409A.

(a) The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and the regulations and guidance promulgated thereunder, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. For purposes of Section 409A of the Code, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. In no event may the Executive,


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