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CHIPOTLE MEXICAN GRILL INC filed this Form 8-K on 12/01/2017
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generally (the “Release”) (and non-revocation thereof) within the time period set forth therein, the Stock Option shall become fully vested as of the date on which the Release becomes non-revocable.  The Stock Option (1) if vested, shall first be exercisable on January 4, 2021, (2) shall expire  on January 4, 2022, (3) in the event of a change in control of the Company shall be treated on a basis no less favorable than that generally applicable to stock options held by other senior executives of the Company, and (4) shall otherwise have terms and conditions (excluding vesting and retirement terms and conditions) that are consistent with stock options granted to senior executives of the Company.    Subject to applicable law and the Company’s Insider Trading Policy as in effect from time to time, the Company shall permit the Executive to exercise the Stock Option pursuant to net physical settlement or other method of cashless exercise.

(e) Benefits; PerquisitesWhile serving as Executive Chairman, the Executive shall  be provided with retirement benefits, health and welfare benefits, fringe benefits, and perquisites that are consistent with the benefits and perquisites provided to the Executive as of the date hereof and  be entitled to use of a  private aircraft for valid business purposes.

(f) Expense Reimbursement.  While the Executive is serving as Executive Chairman, the Company shall reimburse the Executive for all reasonable expenses incurred by him in the performance of his duties under this Agreement in accordance with the Company’s policies applicable to the Company’s senior executives from time to time.    

3. Restrictive Covenant Payment.  If the Executive’s employment with the Company is terminated by the Company without Cause or by the Executive with Good Reason, then, subject to the Executive’s continued compliance with Section 4, the Company shall continue to pay the Executive the Base Salary at the rate in effect as of the date of such termination of employment during the Restricted Period (as defined below) in accordance with the Company’s regular payroll practices (collectively, the “Restrictive Covenant Payments”).    

4. Restrictive Covenants.

(a) Confidential Information.  The Executive agrees to hold the Confidential Information (as defined below) in the strictest of confidence and further agrees that, during the Executive’s employment and at all times after the Executive’s termination of employment for any reason, the Executive shall not, in any capacity, directly or indirectly, use, disclose, publish, or make available to any person or entity any Confidential Information, except such as may be necessary on behalf of the Company, on a “need to know” basis, in the ordinary course of the Executive’s employment with the Company.  Notwithstanding the foregoing, the confidentiality obligations under this Section 4(a) shall not apply to any  information that is now in the public domain or subsequently enters the public domain by publication or otherwise through no action or fault of the Executive; or  information required to be disclosed by law or by a government agency or necessary to defend or prosecute a claim brought against the Executive.  For purposes of this Agreement, “Confidential Information” means the Company’s and its affiliates’ trade secrets and other secret or confidential information, knowledge, or data concerning the Company’s and its affiliates’ businesses, strategies, operations, clients, customers, prospects, financial affairs, organizational and personnel matters, policies, procedures, and other nonpublic matters, or concerning those of third parties.



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