展品10.2
CHIPOTLE MEXICAN GRILL, INC。
2024年保留受限制的股票单位协议
2024年保留受限制的股票单位协议
参与者姓名：约翰·R·（杰克）哈通
RSU数量：
授予日期： 2024年8月22日
解禁日期：在授予日期的第一周年解禁60%
在授予日期的第二周年解禁40%
在授予日期的第二周年解禁40%
本限制股票单位协议，包括 附录A 附件(这“协议 ”)，日期为上述授予日期，由特步墨西哥烧烤餐厅股份有限公司，一家特拉华公司（该“权益代理”），交付给上述被指定的参与者(该“参与者”或“您”).
前文
鉴于最近的领导层变动以及您对业务带来的价值，本公司决定授予您受限股份单位（"限制性股票单位”），代表您有权收取本公司普通股（“股份”）股份，条件如下所述，根据Chipotle Mexican Grill, Inc. 2022股票激励计划（“或者为法定目的而成立的人士，其业务或活动（“法定机构”）包括对各种公共机构的员工福利计划、养老金计划、保险计划开展投资基金管理；”）。本协议及在此授予的RSUs明确受制于计划的所有条款、定义和规定。 除本协议中明确指示的外，本协议中使用的定义词语概念与计划中所列一致。
鉴于薪酬委员会（「董事会）已批准授予这项限制性股票单位（「委员会董事会薪酬委员会采纳了薪酬追回政策，作为公司董事会的一部分，"政策"为其所采纳。董事会」奖励”).
协议
现在，因此，各方特此同意如下：
1. 授予奖项公司特此根据上文设定的RSU数目授予您该奖励，根据此奖励，您将有资格获得一定数量的等值股份，但须符合本协议中设定的授予条件及其他条件。 该奖励仅可以股份进行结算。
2. 授予条件.
（a）定期分割配股. 除非计划或本第2条其他地方另有规定，您的RSUs将在授予日期的第1周年时60%的资格解除限制，并在授予日期的第2周年时剩余40%的资格解除限制，条件是您在适用的解除限制日期之前继续与公司雇佣或服务。在奖励完全解除限制之前的时间期间将在此称为“获得期限.”
(b) 按特定事件套现.
(i) 死亡或残疾除非委员会另有决定，或者在您与公司之间订立的协议中另有规定，在您死亡或因残障而导致您的离职在兑现期届满前，本奖励所授予的RSUs的总数，在您死亡或因残障而导致您的离职当天即可免除部分条件而生效。根据本协议的定义，“伤残”指您根据医学诊断，永久无法执行您作为公司员工的职责的身体或心理能力。
(ii) 变更控制权此奖励若发生符合资格的终止事由或在不获得或继续在该变更控制中存续的公司承担时，将立即完全发放（依据董事会或委员会的决定，对股份的数量和类型进行适当调整，从而保留奖励的价值和本奖项的其他重要条款和条件，在变更控制前立即生效）。
(iii) 遭解雇而无故或有正当理由
。若公司任命外部候选人为公司首席执行官，在此任命后且在累积期届满前，您的雇佣由公司无故终止或您基于正当理由自愿终止，则此奖项将立即授予，不需进行比例分配。
(iv) 授予日期后满1周年退休如果您在授予日期的一周年之前退休，则任何未发股权将于您退休当日被没收和取消。如果您在授予日期的一周年之后退休，您将继续按照股权单位的剩余授予期间无分配比例地获得股权奖励。
根据本协议的定义：“养老”指您的综合年龄和工作年限（如下所定义）至少达到70岁，并且您已完成以下所有步骤：(w)至少提前六（6）个月给予公司有关您养老的书面通知；(x)根据委员会根据个人事实和情况确定需要合理保护公司利益的限制契约签署并交付给公司，该限制契约将在养老后二（2）年的期间内继续有效（或者在保密和类似限制契约的情况下，可能无限期继续），(y)在您的离职日期后21天内（或根据适用法律要求的较晚时间）签署并交付给公司针对公司及其联属公司的索赔的一般释放协议，该协议需要以公司可接受的形式进行，并且不得被后来撤销，及（z）自愿终止您在公司的就业关系。该术语“年龄”意味著（在特定确定日期），指该日期时您的完整年龄及任何小数位；而“服务年资”意味著（截至特定确定日期），您在那日期之前已取得的年龄及其小数位所构成的年限
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在您最近一次与公司开始任职并在您与公司终止离职的日期之间。 您先前已提前至少六(6)个月书面通知公司您的养老，您已同意推迟，因此公司放弃了释放的控制项(w)条款的遵循。您拒绝履行(x)、(y)或(z)中设定的任何条款，您违反根据(x)或(y)签订的任何协议，或者，在您养老后，发现事实和情况，如果您仍在公司任职，这些事实和情况将会成为您放弃本协议下与养老相关的福利。
(c) 未发生 RSUs 被放弃若您的雇佣在任何原因下于获得期满前终止，而非第2(b)条所指明的原因，未实现的限制性股票丧失和取消，直至雇佣终止之日，除非 (i) 委员会决定作出其他规定；或 (ii) 根据1934年交易所法修订案第30亿7条的规定，您被视为公司的「执行长」，则公司的执行长遣散计划可能提供不同待遇，以当时生效的该计划为准。尽管本第2条有任何相反规定，您对于限制性股票的权利，无论是否已实现，将于因事由解雇后立即丧失和取消。
3. Distribution Upon Vesting. Subject to Section 18, as soon as practicable (but no later than sixty (60) days) after the vesting of the RSUs, the Company shall issue or deliver to you, subject to the conditions of this Agreement, the Shares for the vested RSUs; provided, however, that (i) in the event the Award constitutes nonqualified deferred compensation (within the meaning of Section 409A of the Code) because the vesting of the Award is in connection with a termination by the Company due to Disability or a Qualifying Termination following a Change in Control that does not constitute a “change in control event” (within the meaning of Section 409A of the Code), then the Shares shall be distributed to you in accordance with the regular vesting schedule set forth in Section 2(a) to the extent required to comply with Section 409A and (ii) in the event of a Change in Control in which Award is not effectively assumed pursuant to Section 2(b)(ii) and such Change in Control is not a “change in control event” (within the meaning of Section 409A of the Code) or settlement upon such Change in Control would otherwise be prohibited under Section 409A of the Code, then the Shares shall be distributed to you in accordance with the regular vesting schedule set forth in Section 2(a) to the extent required to comply with Section 409A of the Code or, if earlier, upon your death or termination of employment if permitted under Section 409A of the Code. Such issuance or delivery of Shares shall be evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company. The Company shall pay all original issue or transfer taxes and all fees and expenses incident to such issuance or delivery, except as otherwise provided in Section 6. Prior to the issuance to you of the Shares subject to the Award, you shall have no direct or secured claim in any specific assets of the Company or in such Shares and will have the status of a general unsecured creditor of the Company.
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4. No Shareholder Rights. Neither you nor any person claiming under or through you shall have rights as a holder of Shares (e.g., you have no right to vote or receive dividends) with respect to the RSUs granted hereunder unless and until such RSUs have been settled in Shares that have been registered in your name as owner. You shall have no beneficial interest or ownership in the vested Shares until the issue or delivery of those vested Shares to you.
5. Dividend Equivalents. During the Vesting Period, you shall accumulate dividend equivalents with respect to the RSUs, which dividend equivalents shall be paid in cash (without interest) to you only if and when the applicable RSUs vest and become payable. Dividend equivalents shall equal the dividends, if any, actually paid with respect to Shares during the Vesting Period while (and to the extent) the RSUs remain outstanding and unpaid. In the event you forfeit the RSUs, you also shall immediately forfeit any dividend equivalents held by the Company that are attributable to the Shares underlying such forfeited RSUs.
6. Tax Withholding. As a condition precedent to the issuance of Shares following the vesting of the Shares, you shall, upon request by the Company, pay to the Company such amount as the Company determines is required, under all applicable federal, state, local or other laws or regulations, to be withheld and paid over as income or other withholding taxes (the “Required Tax Payments”) with respect to such vesting of the Shares. If you shall fail to advance the Required Tax Payments after request by the Company, the Company may, in its discretion, deduct any Required Tax Payments from any amount then or thereafter payable by the Company to you. Notwithstanding the foregoing, your obligation to advance the Required Tax Payments shall be satisfied by the Company withholding whole Shares that would otherwise be delivered to you upon vesting of the Shares having an aggregate fair market value, determined as of the date on which such withholding obligation arises (the “Tax Date”), equal to the Required Tax Payments; however, if you submit a written request to the Company at least ten (10) days in advance of the Vesting Date, the Company may agree, in its discretion, to permit you to satisfy your obligation to advance the Required Tax Payments by a check or cash payment to the Company. Shares shall be withheld based on the applicable statutory minimum tax rate; however, if you submit a written request to the Company at least ten (10) days in advance of the Vesting Date, the Company (or, in the case of an individual subject to Section 16 of the Securities Exchange Act of 1934, as amended, the Committee) may agree, in its discretion, to withhold shares based on a higher tax rate permitted by applicable withholding rules and accounting rules without resulting in variable accounting treatment. No Share or certificate representing a Share shall be issued or delivered until the Required Tax Payments have been satisfied in full.
7. Tax Indemnification. Notwithstanding the provisions of Section 6 above, you agree to indemnify the Company and each affiliate, and hold the Company and each affiliate harmless against and from any and all liability for any taxes or payments in respect of taxes (including social security and national insurance contributions, to the extent permitted by applicable law), arising as a result of, in connection with or in respect of the grant of the Award, vesting of the Award and/or the delivery of the Shares pursuant to this Agreement.
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8. Repayment; Right of Set-Off. You agree and acknowledge that this Agreement is subject the Company’s Executive Compensation Recovery Policy and any other “clawback,” recoupment or set-off policies in effect on the Grant Date or that the Committee thereafter may adopt. If the Company determines, in its sole discretion, that you have engaged in misconduct that constitutes “Cause” as defined in the Plan, you agree that any unvested portion of the Award shall be immediately forfeited as of the date the Company determines that you engaged in such misconduct. The foregoing shall not be the Company’s exclusive remedies, which may also include injunctive relief and damages, as applicable. In addition, you agree that in the event the Company, in its reasonable judgment, determines that you owe the Company any amount due to any loan, note, obligation or indebtedness, including but not limited to amounts owed to the Company pursuant to the Company’s policies with respect to travel and business expenses, and if you have not satisfied such obligation, then the Company may instruct the plan administrator to withhold and/or sell Shares acquired by you upon settlement of the Award, or the Company may deduct funds equal to the amount of such obligation from other funds due to you from the Company.
9. Adjustment of RSUs. The number of RSUs subject to this Award will automatically be adjusted in accordance with Section 9 of the Plan to prevent accretion, or to protect against dilution, in the event of a change to the Common Stock resulting from a recapitalization, stock split, consolidation, spin-off, reorganization, or liquidation or other similar transactions.
10. Non-Transferability of Award. Unless the Committee specifically determines otherwise, the RSUs may not be transferred by you other than by will or the laws of descent and distribution. Except to the extent permitted by the foregoing sentence, the Award may not be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of the Award, the Award and all rights hereunder shall immediately become null and void.
11. No Right to Continued Employment or Service. The granting of the Award shall not be construed as granting to you any right to continue your employment or service with the Company.
12. Amendment of this Award. This Award or the terms of this Agreement may be amended by the Board or the Committee at any time (a) if the Board or the Committee determines, in its reasonable discretion, that amendment is necessary or appropriate to conform the Award to, or otherwise satisfy, any legal requirement (including without limitation the provisions of Section 409A of the Code), which amendments may be made retroactively or prospectively and without your approval or consent to the extent permitted by applicable law; provided that, such amendment shall not materially and adversely affect your rights hereunder; or (b) with your consent.
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13. Electronic Delivery and Acceptance. You hereby consent and agree to electronic delivery of any Plan documents, proxy materials, annual reports and other related documents. You also hereby consent to any and all procedures that the Company has established or may establish for an electronic signature system for delivery and acceptance of Plan documents (including documents relating to any programs adopted under the Plan), and agree your electronic signature is the same as, and shall have the same force and effect as, your manual signature. You consent and agree that any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan, including any program adopted under the Plan.
14. Governing Plan Document. The Award is subject to all the provisions of the Plan, the provisions of which are hereby made a part of this Agreement, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of the Award or this Agreement and those of the Plan, the provisions of the Plan shall control.
15. Governing Law. The validity, construction, interpretation and effect of this Agreement shall exclusively be governed by and determined in accordance with the laws of the State of Delaware, without giving effect to conflict of law rules or principles.
16. Entire Agreement. This Agreement and the Plan constitute the entire understanding and agreement between the Company and the Participant with respect to the subject matter contained herein and supersedes any prior agreements, understandings, restrictions, representations, or warranties between the Company and the Participant with respect to such subject matter other than those as set forth or provided for herein.
17. No Waiver. No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach or any other covenant, duty, agreement or condition.
18. Saving Clause. If any provision of this Agreement shall be determined to be illegal or unenforceable, such determination shall in no manner affect the legality or enforceability of any other provision hereof.
19. Compliance with Section 409A of the Code. This Award is intended to be exempt from or comply with Section 409A of the Code, and shall be interpreted and construed accordingly, and each payment hereunder shall be considered a separate payment. To the extent this Agreement provides for the Award to become vested and be settled upon the Holder’s termination of employment, the applicable shares of Stock shall be transferred to you or your beneficiary upon your “separation from service,” within the meaning of Section 409A of the Code; provided that if you are a “specified employee,” within the meaning of Section 409A of the Code, then to the extent the Award constitutes nonqualified deferred compensation, within the meaning of Section 409A of the Code, such Shares shall be transferred to you or your beneficiary upon the earlier to occur of (i) the six-month anniversary of such separation from service and (ii) the date of your death.
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20. Local Law Requirements. Appendix A forms part of the Agreement and contains additional terms and conditions that will apply to you if you reside outside of the United States, are a citizen of a jurisdiction other than the United States or are otherwise subject to tax in jurisdiction outside the United States.
CHIPOTLE MEXICAN GRILL, INC.
By: /s/ Ilene Eskenazi
Chief Human Resources Officer
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Appendix A to 2023 Restricted Stock Unit Agreement
Country-Specific Addenda
1. This Addendum includes additional country-specific notices, disclaimers, and/or terms and conditions that apply to individuals who are working or residing in the countries listed below and that may be material to your participation in the Plan. However, because foreign exchange regulations and other local laws are subject to frequent change, you are advised to seek advice from his or her own personal legal and tax advisor prior to accepting an Award.
2. If you are a citizen or resident of a country, or otherwise subject to tax in another country other than the one in which you are currently working and/or residing, transfers to another country after the date of grant of the Award, or is considered a resident of another country for local law purposes, the Company shall, in its discretion, determine the extent to which the special terms and conditions contained herein shall be applicable to you.
3. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your acceptance of the Award or participation in the Plan.
4. Unless otherwise noted below, capitalized terms shall have the same meaning assigned to them under the Plan and this Agreement. This Addendum forms part of the Agreement and should be read in conjunction with the Agreement and the Plan.
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Canada
1. Application. This Addendum shall apply to you if (a) you are employed in, resident in, a citizen of, or otherwise subject to tax in Canada; or (b) in circumstances where the Company, in exercising its discretion in accordance with paragraph 2 of the Country-Specific Addendum, determines this Addendum shall apply to you.
2. Use of Information. For the purposes of managing and administering the arrangements under this Agreement, the Company may share basic information such as information concerning your eligibility, grants, settlement or vesting in accordance with this Agreement with and between affiliates. The Company may also share this information with service providers that may assist in administering the arrangements under this Agreement, as well as with relevant government authorities.
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France
1. Application. This Addendum shall apply to you if (a) you are employed in, resident in, a citizen of, or otherwise subject to tax in France; or (b) in circumstances where the Company, in exercising its discretion in accordance with paragraph 2 of the Country-Specific Addendum, determines this Addendum shall apply to you.
2. Language Consent. By accepting the Plan, you confirm that you have read and understood the documents relating to this grant (the Plan and any agreement, including this Addendum) which were provided in English language. You accept the terms of those documents accordingly.
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United Kingdom
1. Application. This Addendum shall apply to you if (a) you are employed in, resident in, a citizen of, or otherwise subject to tax in the United Kingdom; or (b) in circumstances where the Company, in exercising its discretion in accordance with paragraph 2 of the Country-Specific Addendum, determines this Addendum shall apply to you.
2. Recovery of Tax. In the event that you have failed to make arrangements under Section 6 of this Agreement for the amount so indemnified under Section 7 of this Agreement, you shall pay to the Company or subsidiary, as relevant, (or such other affiliate, as the case may be) the balance of any Required Tax Payments then due in cash promptly on written demand and in any event within 60 days from the date on which any relevant amount indemnified under Section 7 of this Agreement is due to be accounted for to the applicable tax authority, failing which you shall also be liable to account to the Company or any subsidiary for any additional liability that may arise to the Company or such other affiliate as a result of the operation of Section 222 of ITEPA.
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