0001058090-18-000042 Sample Contracts

Stock Appreciation Rights Agreement
Stock 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.

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CHIPOTLE MEXICAN GRILL, INC. RESTRICTED STOCK UNITS AGREEMENT
Restricted 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, 2018
Retention 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:

Stock Appreciation Rights Agreement
Stock 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 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.

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