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鑒於最近的領導層變動以及您對業務帶來的價值，本公司決定授予您受限股份單位（"限制性股票單位”），代表您有權收取本公司普通股（“股份”）股份，條件如下所述，根據Chipotle Mexican Grill, Inc. 2022股票激勵計劃（“或者為法定目的而成立的人士，其業務或活動（“法定機構”）包括對各種公共機構的員工福利計劃、養老金計劃、保險計劃開展投資基金管理；”）。本協議及在此授予的RSUs明確受制於計劃的所有條款、定義和規定。除本協議中明確指示的外，本協議中使用的定義詞語概念與計劃中所列一致。

（a）定期分割配股除非計劃或本第2部分另有規定，您的RSU將於授予日期的第1個週年日解凍60%，並於授予日期的第2個週年日解凍餘下的40%，前提是您持續與公司的雇佣或服務直至適用的解凍日期。在獲全數解凍獎項之前的時間段應稱為“獲得期限.”

(i) 死亡或殘疾除非委員會另有決定，或在您與公司之間的協議中另有規定，如果在授予期屆滿前您因死亡或公司因殘疾而終止您的僱傭，則將根據本獎項而設定之全部RSUs數量（不按比例）在您死亡或公司因殘疾而終止您的日期當日解除限制。根據本協議，“傷殘”指您根據醫學診斷，永久無法執行您作為公司員工的職責的身體或心理能力。

(ii) 變更控制權此獎項將立即完全授予，如果（A）您經歷符合條件的終止，或（B）在變更控制時，如果此獎項未由存續或收購公司在這種變更控制中（由董事會或委員會決定，並對股份的數量和類型進行適當調整，從而保留此獎項的價值和生效，及其他本獎項的重要條款和條件）。

(c) 未發生 RSUs 被放棄若您的雇傭在任何原因下於獲得期滿前終止，而非第2(b)條所指明的原因，未實現的限制性股票喪失和取消，直至雇傭終止之日，除非 (i) 委員會決定作出其他規定；或 (ii) 根據1934年交易所法修訂案第30億7條的規定，您被視為公司的「執行長」，則公司的執行長遣散計劃可能提供不同待遇，以當時生效的該計劃為準。儘管本第2條有任何相反規定，您對於限制性股票的權利，無論是否已實現，將於因事由解雇後立即喪失和取消。

3. 授權時分配。除第 18 條另有規定外，本公司應盡快（但不遲於六十 (60) 天）後，根據本協議的條件下發行或交付給您所獲授權的 RSU 的股份；但是，如果獎勵構成非合格延期賠償（在《守則》第 409A 條的意義下）因授權而言獎項與本公司因殘疾而終止或因控制權變更而不構成「」的資格終止有關。更改控制事件」（根據《守則》第 409A 條的意義），則股份將按照第 2 (a) 條所載的定期授權時間分配給您，在遵守第 409A 條所需的範圍內，以及 (ii) 如發生控制權變更而未有效承擔獎勵的情況下，則股份將按照第 2 (a) 條所列的定期授權時間分配給您

根據條款2(b)(ii)及此交易控制權不視為“Code第409A條的更替控制權事件”，或是在此交易控制權上解決即可能因Code第409A條禁止，那麼股份應按照第2(a)條所規定的正常授權時間表分配予您，以符合Code第409A條的要求，或者，如果允許根據Code第409A條，而在您死亡或終止服務前提前的話。該發行或交付股份應由公司的帳簿或公司的授權轉移代理人適當記錄。公司應支付所有原始發行或轉移稅以及與該發行或交付相關的一切費用及開支，除非在第6條另有規定。在授予您獎勵股份之前，您對公司的具體資產或該等股份擁有直接或有擔保的要求，並將成為公司的一般無擔保債權人。

4. 沒有股東權利你或你的繼受人對任何股份持有者的權利均不存在（你無權投票或領取分紅），直到根據本擬授予的 RSU 已將 RSU 以你名義註冊為業主的股份解決為止。在發行或交付該等已上市股份予你之前，你對已實現股份沒有利益或擁有權。例如，你或你的繼受人對任何股份持有者的權利均不存在（你無權投票或領取分紅），直到根據本擬授予的 RSU 已將 RSU 以你名義註冊為業主的股份解決為止。在發行或交付該等已實現股份予你之前，你對已實現股份沒有利益或擁有權。

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.

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.