0001193125-08-038764 Sample Contracts

CHIPOTLE MEXICAN GRILL, INC. RESTATED RESTRICTED STOCK AGREEMENT
Restricted 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.

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Form of Performance Share Agreement
Performance 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.

Form of Stock Appreciation Rights Agreement
Form of Stock 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.

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