Document

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。

(i) 死亡或残疾除非委员会另有决定，或在您与公司之间的协议中另有规定，如果在授予期届满前您因死亡或公司因残疾而终止您的雇佣，则将根据本奖项而设定之全部RSUs数量（不按比例）在您死亡或公司因残疾而终止您的日期当日解除限制。根据本协议，“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) 变更控制权此奖项将立即完全授予，如果（A）您经历符合条件的终止，或（B）在变更控制时，如果此奖项未由存续或收购公司在这种变更控制中（由董事会或委员会决定，并对股份的数量和类型进行适当调整，从而保留此奖项的价值和生效，及其他本奖项的重要条款和条件）。

(iii) 在特定情况下终止雇员。如果外部候选人被委任为公司的首席执行官，在该任命之后，您出于任何原因自愿终止您的雇佣，则此奖项将立即完全授予您，不会因您的离职而进行分配。如果您的离职是公司无故对您进行的强制性解雇，或者您因正当理由自愿终止您的雇佣，则此奖项将立即完全授予您，不会因您的离职而进行分配。

(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. 授权时分配。除第 18 条另有规定外，本公司应尽快（但不迟于六十 (60) 天）后，根据本协议的条件下发行或交付给您所获授权的 RSU 的股份；但是，如果奖励构成非合格延期赔偿（在《守则》第 409A 条的意义下）因授权奖项与本公司因残疾而终止或因控制权变更而不构成「」的资格终止有关更改控制事件」（根据《守则》第 409A 条的意义），则股份将按照以下规定分配给您

根据第2(a)条列明的定期分配计划，在必要时应遵守第409A条的规定；若因特许部分2(b)(ii)条所述的情况发生控制权变更，且这种控制权变更不是根据法典第409A条所指的「控制权变更事件」或在此控制权变更下进行结算将违反法典第409A条的规定，则股份将根据第2(a)条列明的定期分配计划分配予您，以符合法典第409A条的规定，或者（或者之前）在您违例根据法典第409A条的规定生死或终止雇用，凭借公司账簿或公司的授权过户代理人的适当记录，发行或交付这些股份；公司将支付所有原始发行或过户税项，以及所有与此类发行或交付有关的费用和开支，除非另有规定。在向您发行奖励股份之前，您将对公司特定资产或这些股份无法直接或担保主张，并将被视为公司的普通无担保债权人。

4. 没有股东权利你或你的继受人对任何股份持有者的权利均不存在（你无权投票或领取分红），直到根据本拟授予的 RSU 已将 RSU 以你名义注册为业主的股份解决为止。在发行或交付该等已上市股份予你之前，你对已实现股份没有利益或拥有权。例如，你或你的继受人对任何股份持有者的权利均不存在（你无权投票或领取分红），直到根据本拟授予的 RSU 已将 RSU 以你名义注册为业主的股份解决为止。在发行或交付该等已实现股份予你之前，你对已实现股份没有利益或拥有权。

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.