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CHIPOTLE MEXICAN GRILL INC filed this Form 8-K on 12/01/2017
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disparaging, or derogatory public statements to the extent reasonably necessary to correct or refute such statements.

(e) Remedies.  The Executive acknowledges and agrees that:   the purpose of the restrictive covenants set forth in this Section 4 is to protect the goodwill and trade secrets and other Confidential Information of the Company; and  because of the nature of the business in which the Company and its affiliates are engaged and because of the nature of the trade secrets and other Confidential Information to which the Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company if the Executive breached the restrictive covenants set forth in this Section 4.  The Executive understands that the restrictive covenants set forth in this Section 4 may limit the Executive’s ability to earn a livelihood in a Competing Business.  The Executive acknowledges that the Company would be irreparably injured by a violation of this Section 4 and that it is impossible to measure in money the damages that will accrue to the Company by reason of a failure by the Executive to perform any of the Executive’s obligations under this Section 4.  Accordingly, if the Company institutes any action or proceeding to enforce any of the provisions of this Section 4, to the extent permitted by applicable law, the Executive hereby waives the claim or defense that the Company has an adequate remedy at law or that such covenants are unfair or unreasonable, are not supported by sufficient or valid consideration, or impose any greater restraint than is necessary to protect the goodwill and other legitimate business interests of the Company, and the Executive shall not urge any such claim or defense in any such action or proceeding.  In the event of the Executive’s breach of this Section 4 (which breach, if curable, is not cured within 30 days following the Company’s written notification to the Executive of such breach (the “Cure Period”)),   the Stock Option, if outstanding and unexercised as of expiration of the applicable Cure Period (if any), shall be cancelled without consideration effective as of the expiration of the Cure Period;  the Executive shall be required to repay to the Company any shares of Common Stock received by the Executive upon exercise of the Stock Option within 12 months prior to the expiration of the Cure Period (or a cash amount equal to the amount received by the Executive upon the sale of any such shares of Common Stock), and  the Company shall be entitled to cease payment of the Restrictive Covenant Payments (if any).  The Company shall respond promptly to any inquiry by the Executive regarding whether a proposed action to be taken by the Executive would constitute a breach of this Section 4In addition to the foregoing remedies and other remedies that may be available, the Company shall be entitled to specific performance and other injunctive relief, without the requirement to post a bond.  If any portion of the covenants set forth in this Section 4 is finally held to be invalid, illegal, or unenforceable (whether in whole or in part), such covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality, or unenforceability and the remaining covenants shall not be affected thereby.

5. 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 Internal Revenue Code of 1986, as amended (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



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