Standard Contracts
] Shares CHIPOTLE MEXICAN GRILL, INC. Class A Common Stock (Par Value $0.01 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • May 12th, 2006 • Chipotle Mexican Grill Inc • Retail-eating & drinking places • New York
Certain shareholders of Chipotle Mexican Grill, Inc., a Delaware corporation (the “Company”), named in Schedule I hereto (the “Selling Shareholders”) propose to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”) an aggregate of [ ] shares (the “Firm Shares”) of the Company’s Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), each Selling Shareholder selling the amount set forth opposite such Selling Shareholder’s name in Schedule I hereto.
Stock Appreciation Rights AgreementStock Appreciation Rights Agreement • April 26th, 2018 • Chipotle Mexican Grill Inc • Retail-eating places • Delaware
This Stock Appreciation Rights Agreement (“SAR Agreement”) evidences the grant to Participant Name (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. Capitalized terms used in this SAR Agreement and not defined herein shall have the meanings attributed to them in the Plan.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 7th, 2017 • Chipotle Mexican Grill Inc • Retail-eating places • Delaware
THIS REGISTRATION RIGHTS AGREEMENT, dated as of February 3, 2017 (this “Agreement”), by and between Pershing Square Capital Management, L.P. (“Pershing Square”), as investment advisor of the funds it advises (such funds, together with Pershing Square in such capacity, collectively, the “Pershing Square Group”), and Chipotle Mexican Grill, Inc. a Delaware corporation (the “Company”).
CHIPOTLE MEXICAN GRILL, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • October 30th, 2024 • Chipotle Mexican Grill Inc • Retail-eating places
This Restricted Stock Unit Agreement, including Appendix A attached hereto (this “Agreement”), dated as of the Grant Date stated above, is delivered by Chipotle Mexican Grill, Inc., a Delaware corporation (the “Company”), to the Participant named above (the “Participant” or “you”).
4,197,331 Shares CHIPOTLE MEXICAN GRILL, INC. Class A Common Stock (Par Value $0.01 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • May 23rd, 2006 • Chipotle Mexican Grill Inc • Retail-eating & drinking places • New York
Certain shareholders of Chipotle Mexican Grill, Inc., a Delaware corporation (the “Company”), named in Schedule I hereto (the “Selling Shareholders”) propose to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”) an aggregate of 4,197,331 shares (the “Firm Shares”) of the Company’s Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), each Selling Shareholder selling the amount set forth opposite such Selling Shareholder’s name in Schedule I hereto.
CHIPOTLE MEXICAN GRILL, INC. RESTRICTED STOCK UNITS AGREEMENTRestricted Stock Units Agreement • April 26th, 2018 • Chipotle Mexican Grill Inc • Retail-eating places
This Restricted Stock Units Agreement (this “Agreement”), dated as of the Grant Date first stated above, is delivered by Chipotle Mexican Grill, Inc., a Delaware corporation, to the Participant named above (the “Participant”).
January 5, 2018Retention Agreement • April 26th, 2018 • Chipotle Mexican Grill Inc • Retail-eating places • Colorado
Your service to CMG Strategy Co., LLC, for the benefit of the affiliated companies of Chipotle Mexican Grill, Inc. (collectively, the “Company”) is critical to the success of the Company. Because of your importance to the Company, the Company would like to provide you with a retention agreement that is intended to encourage your continued service to the Company. The terms of this Retention Agreement (this “Agreement”) between you (the “Executive”) and the Company, if you accept them, are as follows:
FORM OF CHIPOTLE MEXICAN GRILL, INC.Stock Appreciation Rights Agreement • April 25th, 2024 • Chipotle Mexican Grill Inc • Retail-eating places
This Stock Appreciation Rights Agreement, including Appendix A attached hereto (this “Agreement”), dated as of the Grant Date stated above, is delivered by Chipotle Mexican Grill, Inc., a Delaware corporation (the “Company”), to the Participant named above (the “Participant” or “you”).
CHIPOTLE MEXICAN GRILL, INC. 2024 RETENTION RESTRICTED STOCK UNIT AGREEMENTRetention Restricted Stock Unit Agreement • October 30th, 2024 • Chipotle Mexican Grill Inc • Retail-eating places
This Restricted Stock Unit Agreement, including Appendix A attached hereto (this “Agreement”), dated as of the Grant Date stated above, is delivered by Chipotle Mexican Grill, Inc., a Delaware corporation (the “Company”), to the Participant named above (the “Participant” or “you”).
FORM OF CHIPOTLE MEXICAN GRILL, INC.Stock Option Agreement • April 25th, 2024 • Chipotle Mexican Grill Inc • Retail-eating places
This Stock Option Agreement (this “Agreement”), dated as of the Grant Date stated above, is delivered by Chipotle Mexican Grill, Inc., a Delaware corporation (the “Company”), to the Participant named above (the “Participant” or “you”).
CHIPOTLE MEXICAN GRILL, INC. BOARD OF DIRECTORS RESTRICTED STOCK UNITS AGREEMENTRestricted Stock Units Agreement • July 22nd, 2014 • Chipotle Mexican Grill Inc • Retail-eating places
This Board of Directors Restricted Stock Units Agreement (this “Agreement”), dated as of the Grant Date first stated above, is delivered by Chipotle Mexican Grill, Inc., a Delaware corporation, to the Participant named above (the “Participant”), who is a member of the Board of Directors of the Company.
CHIPOTLE MEXICAN GRILL, INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT Dated as of January 31, 2006Registration Rights Agreement • March 17th, 2006 • Chipotle Mexican Grill Inc • Retail-eating & drinking places • New York
This Amended and Restated Registration Rights Agreement (this "Agreement"), dated as of January 31, 2006, by and among Chipotle Mexican Grill, Inc., a Delaware corporation (together with its successors, the "Company"), McDonald's Ventures, LLC, a Delaware corporation (together with its successors, "McDonald's"), and the parties set forth on Schedule 1 attached hereto (together with their respective successors, the "Individual Shareholders," and, together with McDonald's, the "Investors").
FORM OF CHIPOTLE MEXICAN GRILL, INC. 2024 PERFORMANCE SHARE AGREEMENTPerformance Share Agreement • April 25th, 2024 • Chipotle Mexican Grill Inc • Retail-eating places
This Performance Share Agreement, including the appendices attached hereto (this “Agreement”), dated as of the Grant Date stated above, is delivered by Chipotle Mexican Grill, Inc., a Delaware corporation (the “Company”), to the Participant named above (the “Participant” or “you”).
SEPARATION AGREEMENTSeparation Agreement • March 14th, 2018 • Chipotle Mexican Grill Inc • Retail-eating places • Colorado
This Separation Agreement (“Agreement”) is entered into between Chipotle Mexican Grill, Inc. (“Chipotle”) and Mark Crumpacker (“Crumpacker”) and is effective as of the date last signed by the parties hereto (the “Effective Date”). Chipotle and Crumpacker may be referred to collectively herein as “the parties.”
CREDIT AGREEMENT Dated as of February 18, 2009 Among CHIPOTLE MEXICAN GRILL, INC., CHIPOTLE MEXICAN GRILL OF COLORADO, LLC, CHIPOTLE MEXICAN GRILL SERVICE CO., LLC, and CHIPOTLE MEXICAN GRILL U.S. FINANCE CO., LLC, as Borrowers, BANK OF AMERICA, N.A.,...Credit Agreement • February 19th, 2009 • Chipotle Mexican Grill Inc • Retail-eating & drinking places • New York
CREDIT AGREEMENT (this “Agreement”) is entered into as of February 18, 2009, among CHIPOTLE MEXICAN GRILL, INC., a Delaware corporation (“Parent Borrower”), CHIPOTLE MEXICAN GRILL OF COLORADO, LLC, a Colorado limited liability company, CHIPOTLE MEXICAN GRILL SERVICE CO., LLC, a Colorado limited liability company, and CHIPOTLE MEXICAN GRILL U.S. FINANCE CO., LLC, a Colorado limited liability company (collectively, “Borrowers” and individually, a “Borrower”) each lender from time to time party hereto (collectively, “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.
Executive Chairman AgreementExecutive Chairman Agreement • December 1st, 2017 • Chipotle Mexican Grill Inc • Retail-eating places • New York
THIS EXECUTIVE CHAIRMAN AGREEMENT (this “Agreement”), dated as of November 28, 2017, is entered into by and between Chipotle Mexican Grill, Inc., a Delaware corporation (the “Company”), and Steve Ells (the “Executive”).
CHIPOTLE MEXICAN GRILL, INC. RESTATED RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • February 26th, 2008 • Chipotle Mexican Grill Inc • Retail-eating & drinking places
This Restricted Stock Agreement (this “Agreement”), dated as of the date of grant first stated above (the “Grant Date”), is delivered by Chipotle Mexican Grill, Inc., a Delaware corporation, to the Participant named above (the “Participant”), who is an employee of the Company.
Performance Share AgreementPerformance Share Agreement • July 26th, 2017 • Chipotle Mexican Grill Inc • Retail-eating places • Delaware
This Performance Share Agreement (“Agreement”) evidences the grant to the Participant by Chipotle Mexican Grill, Inc. (the “Company”) of the right to receive shares of Common Stock of the Company, $.01 par value per share (“Common Stock”), on the terms and conditions provided for herein pursuant to the Chipotle Mexican Grill, Inc. 2011 Stock Incentive Plan (the “Plan”). Except as specifically set forth herein, this Agreement and the rights 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. Capitalized terms used in this Agreement and not defined herein shall have the meanings attributed to them in the Plan.
Form of Performance-Contingent Restricted Stock AgreementPerformance-Contingent Restricted Stock Agreement • May 23rd, 2008 • Chipotle Mexican Grill Inc • Retail-eating & drinking places • Delaware
This Performance-Contingent Restricted Stock Agreement (“Agreement”) evidences the grant to the Participant by Chipotle Mexican Grill, Inc. (the “Company”) of the number of restricted shares (the “Restricted Stock”) of Class A Common Stock of the Company, $.01 par value per share set forth above, subject to forfeiture on the terms and conditions provided for herein, pursuant to the Chipotle Mexican Grill, Inc. Amended and Restated 2006 Stock Incentive Plan (the “Plan”). Except as specifically set forth herein, this Agreement and the rights 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. Capitalized terms used in this Agreement and not defined herein (including in Appendix A hereto) shall have the meanings attributed to them in the Plan.
CHIPOTLE MEXICAN GRILL, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • October 30th, 2024 • Chipotle Mexican Grill Inc • Retail-eating places
This Restricted Stock Unit Agreement, including Appendix A attached hereto (this “Agreement”), dated as of the Grant Date stated above, is delivered by Chipotle Mexican Grill, Inc., a Delaware corporation (the “Company”), to the Participant named above (the “Participant” or “you”).
Chipotle Mexican Grill, Inc. Restricted Stock Award AgreementRestricted Stock Award Agreement • January 10th, 2006 • Chipotle Mexican Grill Inc • Retail-eating & drinking places • Colorado
This document describes the terms of your Restricted Stock Award Agreement, entered into and effective as of March 24, 2005, by and between Montgomery F. Moran (the "Executive") and Chipotle Mexican Grill, Inc., a Delaware corporation (the "Company").
SEPARATION AGREEMENTSeparation Agreement • September 8th, 2006 • Chipotle Mexican Grill Inc • Retail-eating & drinking places • Illinois
THIS SEPARATION AGREEMENT (the "Agreement"), dated as of September 7, 2006, is entered into by and between Chipotle Mexican Grill, Inc., a Delaware corporation ("Chipotle"), and McDonald's Corporation, a Delaware corporation ("McDonald's").
CHIPOTLE MEXICAN GRILL, INC. PROMOTION RESTRICTED STOCK UNITS AGREEMENTRestricted Stock Units Agreement • February 8th, 2018 • Chipotle Mexican Grill Inc • Retail-eating places
This Promotion Restricted Stock Units Agreement (this “Agreement”), dated as of the Grant Date first stated above, is delivered by Chipotle Mexican Grill, Inc., a Delaware corporation, to the Participant named above (the “Participant”) on account of being promoted to either Restaurateur or Team Leader.
EXECUTIVE AGREEMENTExecutive Agreement • September 15th, 2017 • Chipotle Mexican Grill Inc • Retail-eating places • Colorado
THIS EXECUTIVE AGREEMENT (this “Agreement”), dated as of May29, 2017, is entered into by and between Chipotle Services, LLC, a Colorado limited liability company (the “Company”), and Scott Boatwright (the “Executive”).
Performance Share AgreementPerformance Share Agreement • April 5th, 2018 • Chipotle Mexican Grill Inc • Retail-eating places • Delaware
This Performance Share Agreement (“Agreement”) evidences the grant to the Participant by Chipotle Mexican Grill, Inc. (the “Company”) of the right to receive shares of Common Stock of the Company, $.01 par value per share (“Common Stock”), on the terms and conditions provided for herein pursuant to the Amended and Restated Chipotle Mexican Grill, Inc. 2011 Stock Incentive Plan (the “Plan”). Except as specifically set forth herein, this Agreement and the rights 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. Capitalized terms used in this Agreement and not defined herein shall have the meanings attributed to them in the Plan.
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 21st, 2007 • Chipotle Mexican Grill Inc • Retail-eating & drinking places • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of , 2007, is entered into by and between Chipotle Mexican Grill, Inc., a Delaware corporation (“Corporation”), and (“Indemnitee”).
Performance Share AgreementPerformance Share Agreement • April 22nd, 2015 • Chipotle Mexican Grill Inc • Retail-eating places • Delaware
This Performance Share Agreement (“Agreement”) evidences the grant to the Participant by Chipotle Mexican Grill, Inc. (the “Company”) of the right to receive shares of Common Stock of the Company, $.01 par value per share (“Common Stock”), on the terms and conditions provided for herein pursuant to the Chipotle Mexican Grill, Inc. 2011 Stock Incentive Plan (the “Plan”). Except as specifically set forth herein, this Agreement and the rights 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. Capitalized terms used in this Agreement and not defined herein shall have the meanings attributed to them in the Plan.
Form of Performance Share AgreementPerformance Share Agreement • February 26th, 2008 • Chipotle Mexican Grill Inc • Retail-eating & drinking places • Delaware
This Performance Share Agreement (“Agreement”) evidences the grant to the Participant by Chipotle Mexican Grill, Inc. (the “Company”) of the right to receive shares of Class A Common Stock of the Company, $.01 par value per share (“Common Stock”), on the terms and conditions provided for herein pursuant to the Chipotle Mexican Grill, Inc. 2006 Stock Incentive Plan (the “Plan”). Except as specifically set forth herein, this Agreement and the rights 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. Capitalized terms used in this Agreement and not defined herein shall have the meanings attributed to them in the Plan.
CHIPOTLE MEXICAN GRILL, INC. PERFORMANCE SHARE AGREEMENTPerformance Share Agreement • April 29th, 2021 • Chipotle Mexican Grill Inc • Retail-eating places
This Performance Share Agreement (this “Agreement”), dated as of the Grant Date stated above, is delivered by Chipotle Mexican Grill, Inc., a Delaware corporation (the “Company”), to the Participant named above (the “Participant” or “you”).
CHIPOTLE MEXICAN GRILL, INC. NON-EMPLOYEE DIRECTORRestricted Stock Unit Agreement • February 5th, 2020 • Chipotle Mexican Grill Inc • Retail-eating places • Delaware
This Non-Employee Director 2019 Restricted Stock Unit Agreement (this “Agreement”), dated as of the Grant Date stated above, is delivered by Chipotle Mexican Grill, Inc., a Delaware corporation (the “Company”), to the Participant named above (“you” or the “Participant”), in your capacity as a non-employee member of the Board of Directors of the Company (the “Board”).
Form of Stock Appreciation Rights AgreementStock Appreciation Rights Agreement • February 26th, 2008 • Chipotle Mexican Grill Inc • Retail-eating & drinking places • Delaware
This Stock Appreciation Rights Agreement (“SAR Agreement”) evidences the grant to [ ] (the “Participant”) by Chipotle Mexican Grill, Inc. (the “Company”) of the right to receive shares of Class A Common Stock of the Company (the “Shares”) on the terms and conditions provided for below (the “SAR”) pursuant to the Chipotle Mexican Grill, Inc. 2006 Stock Incentive Plan (the “Plan”). This SAR Agreement and the SAR 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. Capitalized terms used in this SAR Agreement and not defined herein shall have the meanings attributed to them in the Plan.
Amended and Restated Performance Share AgreementPerformance Share Agreement • April 29th, 2021 • Chipotle Mexican Grill Inc • Retail-eating places • Delaware
This Performance Share Agreement (“Agreement”) evidences the grant to the Participant by Chipotle Mexican Grill, Inc. (the “Company”) of the right to receive shares of Common Stock of the Company, $.01 par value per share (“Common Stock”), on the terms and conditions provided for herein pursuant to the Amended and Restated Chipotle Mexican Grill, Inc. 2011 Stock Incentive Plan (the “Plan”). Except as specifically set forth herein, this Agreement and the rights 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. Capitalized terms used in this Agreement and not defined herein shall have the meanings attributed to them in the Plan.
FORM OF SERVICES AGREEMENTServices Agreement • December 23rd, 2005 • Chipotle Mexican Grill Inc • Retail-eating & drinking places • Illinois
THIS SERVICES AGREEMENT (this "Agreement") is entered into as of [ ], 2006 by and between Chipotle Mexican Grill, Inc., a Delaware corporation ("Chipotle"), and McDonald's Corporation, a Delaware corporation ("McDonald's").
Form of Option AgreementOption Agreement • February 23rd, 2007 • Chipotle Mexican Grill Inc • Retail-eating & drinking places • Delaware
This option agreement (“Option Agreement”) evidences the grant to [ ] (the “Participant”) by Chipotle Mexican Grill, Inc. (the “Company”) of the non-qualified option to purchase shares of Common Stock provided for below (the “Option”) pursuant to the Chipotle Mexican Grill, Inc. 2006 Stock Incentive Plan (the “Plan”). This Option Agreement and the Option granted hereunder is expressly subject to all of the terms, definitions and provisions of the Plan as it may be amended and restated from time-to-time. Capitalized terms used in this Option Agreement and not defined herein shall have the meanings attributed to them in the Plan.
Performance Share AgreementPerformance Share Agreement • February 17th, 2011 • Chipotle Mexican Grill Inc • Retail-eating places • Delaware
This Performance Share Agreement (“Agreement”) evidences the grant to the Participant by Chipotle Mexican Grill, Inc. (the “Company”) of the right to receive shares of Common Stock of the Company, $.01 par value per share (“Common Stock”), on the terms and conditions provided for herein pursuant to the Amended and Restated Chipotle Mexican Grill, Inc. 2006 Stock Incentive Plan (the “Plan”). Except as specifically set forth herein, this Agreement and the rights 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. Capitalized terms used in this Agreement and not defined herein shall have the meanings attributed to them in the Plan.
