Attached files
file | filename |
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EX-32.1 - EX-32.1 - CHIPOTLE MEXICAN GRILL INC | cmg-20180331xex32_1.htm |
EX-31.2 - EX-31.2 - CHIPOTLE MEXICAN GRILL INC | cmg-20180331xex31_2.htm |
EX-31.1 - EX-31.1 - CHIPOTLE MEXICAN GRILL INC | cmg-20180331xex31_1.htm |
EX-10.5 - EX-10.5 - CHIPOTLE MEXICAN GRILL INC | cmg-20180331xex10_5.htm |
EX-10.4 - EX-10.4 - CHIPOTLE MEXICAN GRILL INC | cmg-20180331xex10_4.htm |
EX-10.16 - EX-10.16 - CHIPOTLE MEXICAN GRILL INC | cmg-20180331xex10_16.htm |
EX-10.15 - EX-10.15 - CHIPOTLE MEXICAN GRILL INC | cmg-20180331xex10_15.htm |
EX-10.14 - EX-10.14 - CHIPOTLE MEXICAN GRILL INC | cmg-20180331xex10_14.htm |
EX-10.13 - EX-10.13 - CHIPOTLE MEXICAN GRILL INC | cmg-20180331xex10_13.htm |
10-Q - 10-Q - CHIPOTLE MEXICAN GRILL INC | cmg-20180331x10q.htm |
Stock Appreciation Rights Agreement
This Stock Appreciation Rights Agreement (“SAR Agreement”) evidences the grant to Steve Ells (the “Participant”) by Chipotle Mexican Grill, Inc. (the “Company”) of the right to receive shares of Common Stock of the Company (the “Shares”) on the terms and conditions provided for below (the “SARs”) pursuant to the Amended and Restated Chipotle Mexican Grill, Inc. 2011 Stock Incentive Plan (the “Plan”). This SAR Agreement and the SARs granted hereunder are expressly subject to all of the terms, definitions and provisions of the Plan as it may be amended and restated from time to time, and are being entered into and granted pursuant to that certain Executive Chairman Agreement by and between the Participant and the Company dated November 28, 2017 (the “Executive Chairman Agreement”). Capitalized terms used in this SAR Agreement and not defined herein shall have the meanings attributed to them in the Plan.
3. Base Price. The Base Price of the SARs is $500 (subject to any adjustment under Section 9 of the Plan). |
No other accelerated vesting shall occur except as determined by the Committee or as described in Section 11 of this SAR Agreement. Notwithstanding any earlier vesting of the SARs, the SARs may only be exercised during the period beginning January 5, 2021, and ending upon the date of expiration or earlier termination of the SARs (such period, the “Exercise Period”). |
The SARs granted hereby shall not be transferable except in accordance with the following provisions:
(a) Limit on Transfers. During the Participant’s lifetime, all SARs shall be exercisable only by the Participant or, if the Participant is disabled, by the legal guardian of the disabled Participant. |
be deemed to refer to the Participant’s beneficiaries, the personal representative of the Participant’s estate or the Participant’s heirs, as applicable after his or her death; provided, however, that references in the Plan or this SAR Agreement to the employment of the Participant or to the termination of such employment or to any competitive activity by the Participant shall continue to refer to the employment or any competitive activity of the Participant. |
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(a) Such Replacement Award shall be denominated in securities listed for trading following such Change in Control on a national securities exchange. |
Upon such substitution the unvested SARs and this SAR Agreement shall terminate and be of no further force and effect; but if the Committee does not or cannot provide for a Replacement Award meeting all of the terms set forth above, any unvested SARs shall vest immediately prior to such Change in Control and the Participant shall be entitled to exercise the SARs and receive upon such exercise the consideration to which the Participant would have been entitled in such Change in
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Control transaction as a holder of Common Stock had the SARs been exercised in accordance with Section 5 of this SAR Agreement on the business day immediately preceding such Change in Control transaction.
If to the Participant: |
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to the Participant’s most recent address on the records of the Company |
If to the Company: |
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Chipotle Mexican Grill, Inc. |
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(or to such other address as the party in question shall from time to time designate by written notice to the other parties).
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15. Governing Law. Except to the extent that provisions of the Plan are governed by applicable provisions of the Code or other substantive provisions of federal law, the Plan and all SARs made and actions taken thereunder shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without regard to the principles of conflicts of law thereof. |