0001193125-08-121882 Sample Contracts

Form of Performance-Contingent Restricted Stock Agreement
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.

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CHIPOTLE MEXICAN GRILL, INC. BOARD OF DIRECTORS RESTRICTED STOCK UNITS AGREEMENT
Units Agreement • May 23rd, 2008 • Chipotle Mexican Grill Inc • Retail-eating & drinking 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.

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