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CHIPOTLE MEXICAN GRILL INC filed this Form 8-K on 12/01/2017
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12117_Exhibit 101_Executive Chairman Agreement


Executive Chairman Agreement

THIS EXECUTIVE CHAIRMAN AGREEMENT (this “Agreement”), dated as of November 28, 2017, is entered into by and between Chipotle Mexican Grill, Inc., a Delaware corporation (the “Company”), and Steve Ells (the “Executive”).

WHEREAS, the Executive currently serves as (a) Chief Executive Officer of the Company (“CEO”), and (b) Chairman of the Board of Directors of the Company (the “Board”);

WHEREAS, the Board and the Executive have mutually determined that the Executive shall transition to the role of Executive Chairman of the Board, effective as of and subject to the Company’s appointment of a new CEO (the “Appointment” and, the effective date of the Appointment, the “Appointment Date”);

WHEREAS, between the date hereof and the Appointment Date, the Executive shall continue to serve as CEO and shall continue to be eligible to receive the salary and cash and non-cash benefits provided to the Executive as of the date hereof in accordance with the terms and conditions thereof, other than as stated herein; and

WHEREAS, the Company and the Executive now desire to enter into a mutually satisfactory arrangement concerning, among other things, the Executive’s role as Executive Chairman following the Appointment Date, post-employment restrictive covenants to which the Executive will be subject, and other matters related thereto.

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:

1. Appointment as Executive Chairman.

(a) Appointment Date.  Effective as of and subject to the occurrence of the Appointment Date and the Executive’s continued employment through the Appointment Date, the Executive shall continue to be employed by the Company as Executive Chairman of the Board and shall cease to be the CEOThe Executive acknowledges and agrees that the Executive’s appointment as Executive Chairman shall not constitute Good Reason (as defined in Exhibit A hereto) or a similar term of like meaning for purposes of any employee benefit plans, programs, agreements, or arrangements of the Company.

(b) Hiring of CEO.  The Company and the Executive shall each use reasonable best efforts to identify and hire a CEO promptly following the date hereof.  The new CEO will report to the Board and have ultimate authority with respect to all business operations of the Company as set forth in the Bylaws of the Company as in effect from time to time.

(c) Reporting.  While serving as Executive Chairman, the Executive shall report to the Board.



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