EX-10.2 3 cmg-20220630xex10_2.htm EX-10.2

Exhibit 10.2

CHIPOTLE MEXICAN GRILL, INC.
2022 STOCK INCENTIVE PLAN

1.Purpose of the Plan

The purpose of the Chipotle Mexican Grill, Inc. 2022 Stock Incentive Plan as set forth herein (this “Plan”) is to attract and retain Employees, Consultants and Non-Employee Directors and to provide additional incentives for these persons consistent with the long-term success of the business of Chipotle Mexican Grill, Inc. (“Chipotle”) and its Subsidiaries. This Plan is subject to the approval of Chipotle’s share holders at Chipotle’s 2022 annual shareholders’ meeting (or any adjournment thereof) and shall have no effect prior to that time. If this Plan is approved, no future grants shall be made under the Amended and Restated Chipotle Mexican Grill, Inc. 2011 Stock Incentive Plan (the “Prior Plan”).

2.Definitions

As used in the Plan or in any instrument governing the terms of any Incentive Award, the following definitions apply to the terms indicated below:

(a)“Board” or “Board of Directors” means the Board of Directors of Chipotle.

(b)“Business Combination” means a merger, consolidation, statutory share exchange, reorganization or similar form of corporate transaction.

(c)“Cause” means, when used in connection with the termination of a Participant’s employment with the Company, unless otherwise provided in the Participant’s award agreement with respect to an Incentive Award or employment agreement or other written agreement with respect to the termination of a Participant’s employment with the Company and which is in effect on the date the Incentive Award is granted to the Participant, the termination of the Participant’s employment with the Company on account of: (i) failure to competently perform statutory or reasonably assigned duties with the Company at a level that can be reasonably expected of a person with the P articipant’s position, excluding a failure that the P articipant could not be reasonably expected to realize would constitute such a failure (other than a failure resulting from Participant’s incapacity due to physical or mental illness), which failure is not cured, if curable, within twenty (2 0) days after written notice from the Company or, in the case of individuals subject to reporting obligations under Section 16 of the Exchange Act, the Board (which notice specifies in reasonable detail the grounds constituting Cause); (ii) the Participant’s willful misconduct or gross negligence which is materially injurious to the Company (financially, reputationally, or otherwise); (iii) a breach by the Participant of the Participant’s fiduciary duty or duty of loyalty to the Company; (iv) the Participant’s unauthorized use or disclosure of the Company’s confidential information or trade secrets; (v) the commission by the Participant of, or guilty plea or plea of no contest to, any felony or other serious crime involving fraud, dishonesty or moral turpitude; or (vi) the Participant’s material breach of his or her obligations under any written material Company policy, including any code of conduct that, if curable, is not cured within t wenty (2 0) days after the Company or, in the case of individuals subject to reporting obligations under Section 16 of the Exchange Act, the Board notifies the

Participant of such breach (which notice specifies in reasonable detail the grounds constituting Cause). An y rights the Company may have hereunder in respect of the events giving rise to Cause shall be in addition to the rights the Company may have under any other agreement with the Participant or at law or in equity. If, subsequent to a Participant’s termination of employment prior to a Change in Control, it is discovered that such Participant’s employment could have been terminated for Cause, the Participant’s employment shall, at the election of the Committee, in its sole discretion, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred.

(d)“Change in Control” means the occurrence, in a single transaction or in a series of related transactions, of one or more of the following events:

(i)Any Person becoming the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act, a “Beneficial Owner”), directly or indirectly, of thirty-five percent (35%) or more of the combined voting power of Voting Securities; provided, however that a Change in Control shall not be deemed to occur by reason of an acquisition of Voting Securities (A) by Chipotle or any Subsidiary, (B) by an employee benefit plan (or a related trust) sponsored or maintained by Chipotle or any Subsidiary, (C) by any underwriter temporarily holding securities pursuant to an offering of such securities, (D) pursuant to a Business Combination that is not a Change in Control pursuant to sub-clause (iii) below, or (E) by any Person of Voting Securities from the Company, if a majority of the Incumbent Board approves in advance the acquisition of beneficial ownership of t hirty-five percent (35%) or more of Voting Securities by such Person. No twithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any Person becomes the Beneficial Owner of thirty-five percent (35%) or more of the outstanding Voting Securities as a result of the acquisition of Voting Securities by the Company which, by reducing the number of Voting Securities deemed to be outstanding, increases the proportional number of shares Beneficially Owned by such Person, provided, however, that if a Change in Control would have occurred (but for the operation of this proviso) as a result of the acquisition of Voting Securities by the Company and at any time after such acquisition such Person becomes the Beneficial Owner of any additional Voting Securities following which such Person is the Beneficial Owner of thirty-five percent (35%) or more of the outstanding Voting Securities, a Change in Control shall occur;

(ii)The individuals who, as of the Effective Date are members of the Board of Directors (the “Incumbent Board”), cease for any reason to constitute at least a majority of the members of the B oard of Directors; provided, however that if the election or appointment, or nomination for election by Chipotle’s common share holders, of any new director was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall, for purposes of the Plan, thereafter be considered as a member of the Incumbent Board; provided, further, however, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of an actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors (a “Proxy Contest”) including by reason of any agreement intended to avoid or settle any Proxy Contest; or

2

(iii)The consummation of:

(A)a Business Combination with or into the Company or in which securities of Chipotle are issued, unless such Business Combination is a Non-Control Transaction;

(B)a complete liquidation or dissolution of the Company; or

(C)the sale or other disposition of all or substantially all of the assets of the Company (on a consolidated basis) to any Person other than the Company or an employee benefit plan (or a related trust) sponsored or maintained by Chipotle or any Subsidiary or by a Person which, immediately thereafter, will have all its voting securities owned by the holders of the Voting Securities immediately prior thereto, in substantially the same proportions.

For purposes of the Plan, a “Non-Control Transaction” is Business Combination involving the Company where:

(x)the holders of Voting Securities immediately before such Business Combination own, directly or indirectly immediately following such Business Combination more than fifty percent of the combined voting power of the outstanding voting securities of the parent corporation resulting from, or the corporation issuing its voting securities as part of, such Business Combination (the “Surviving Corporation”) in substantially the same proportion as their ownership of the Voting Securities immediately before such Business Combination by reason of their prior ownership of Voting Securities;

(y)the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such Business Combination constitute a majority of the members of the board of d irectors of the Surviving Corporation, or a corporation beneficially owning a majority of the voting securities of the Surviving Corporation; and

(z)no Person other than the Company or any employee benefit plan (or any trust forming a part thereof) maintained immediately prior to such Business Combination by the Company immediately following the time at which such transaction occurs, is a Beneficial Owner of thirty-five percent (35%) or more of the combined voting power of the Surviving Corporation’s voting securities outstanding immediately following such Business Combination.

Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any Incentive Award that provides for the deferral of compensation and is subject to Section 409A of the Code, the transaction or event described in (i), (ii), or (iii) above with respect to such Incentive Award must also constitute a “change in control event,” as defined in Treasury Regulation § 1.409A-3(i)(5) to the extent required by Section 409A of the Code. Th e Committee shall have full and final authority, which shall be exercised in its sole discretion, to determine conclusively whether a Change in Control has occurred for purposes of this Section 2(d), and the date of the occurrence of such Change in Control and any incidental matters relating thereto.

3

(e)“Chipotle” means Chipotle Mexican Grill, Inc., a Delaware corporation, and any successor thereto.

(f)“Code” means the Internal Revenue Code of 1986, as amended from time to time, and all regulations, interpretations and administrative guidance issue d thereunder.

(g)“Committee” means the Compensation Committee of the Board of Directors or such other committee as the Board of Directors shall appoint from time to time to administer the Plan and to otherwise exercise and perform the authority and functions assigned to the Committee under the terms of the Plan.

(h)“Common Stock” means Chipotle’s Common Stock, $0.01 par value per share, or any other security into which the common stock shall be changed pursuant to the adjustment provisions of Section 8 of the Plan.

(i)“Company” means Chipotle and all of its Subsidiaries, collectively.

(j) “Consultant” means any consultant or advisor to Chipotle or any of its Subsidiaries who may be offered securities registrable on Form S-8 under the Securities Act or any available exemption from the Securities Act, as applicable.

(k)“Dividend Equivalent” means a right to receive the equivalent value (in cash or Common Stock) of dividends paid on Common Stock. Dividend Equivalents may be granted based on dividends declared on the Common Stock, to be credited as of dividend payment dates during the period between the date an Incentive Award is granted to a Participant and such date or dates as determined by the Committee. Such Dividend Equivalents shall be converted to cash or additional shares of Common Stock by such formula and at such time and subject to such limitations as may be determined by the Committee and set forth in the agreement evidencing the Incentive Award. Dividend Equivalents shall be subject to the same restrictions, vesting, and risk of forfeiture as the shares subject to the underlying Incentive Award. For the avoidance of doubt, Dividend Equivalents with respect to an Incentive Award that are based on dividends paid prior to the vesting of such Incentive Award shall only be paid out to the Participant to the extent that the vesting conditions are subsequently satisfied and such award vests and the shares of Common Stock underlying the Incentive Award are delivered to the Participant. No Dividend Equivalent shall be payable with respect to any Incentive Award unless specified by the Committee in the agreement evidencing the Incentive Award. Dividend Equivalents shall not be issued in tandem with Options or Stock Appreciation Rights.

(l)“Effective Date” means May 18, 2022, the date of Chipotle’s 2022 annual shareholders’ meeting (or any adjournment thereof).

(m)“Eligible Person” means any (i) Employee, (ii) Non-Employee Director or (iii) Consultant, including persons who have accepted offers of employment or consultancy from Chipotle or its Subsidiaries (and would satisfy the provisions of clauses (i) through (iii) above once such person begins employment with or providing services to Chipotle or its Subsidiaries).

4

(n)“Employee” means an individual who is on the payroll of Chipotle or one of its Subsidiaries and is classified on the employer’s human resource payroll system as a regular full-time or regular part-time employee.

(o)“Exchange Act” means the Securities Exchange Act of 1934, as amended.

(p)“Fair Market Value” or “FMV” means, as of any date, the value of a share of Common Stock as determined by the Committee, in its discretion, subject to the following:

(i) If, on such date, Common Stock is listed on the New York Stock Exchange (“NYSE”) (or such other national securities exchange as may at the time be the principal market for the Common Stock), then: the Fair Market Value of a share shall be the closing price of a share of Common Stock as quoted on such exchange, as reported in The Wall Street Journal or such other source as the Company deems reliable (or, if no such closing price is reported, the closing price on the last preceding date on which a sale of Common Stock occurred); provided, however, that the Committee may, in its discretion, determine the Fair Market Value of a share of Common Stock on the basis of the opening, closing, or average of the high and low sale prices of a share of Common Stock on such date or the preceding trading day, the actual sale price of a Share, any other reasonable basis using actual transactions involving shares of Common Stock as reported on an established U.S. national or regional securities exchange, or on any other basis consistent with the requirements of Section 409A of the Code.

(ii) If the Common Stock is not then listed and traded on the NYSE or other national securities exchange, Fair Market Value shall be what the Committee determines in good faith to be 100% of the fair market value of a share of Common Stock on that date, using such criteria as it shall determine, in its sole discretion, to be appropriate for valuation and consistent with the requirements of Section 409A of the Code.

(iii) The Committee may vary in its discretion the method of determining Fair Market Value as provided in this Section to the extent the Company determines such method is more practical for administrative purposes, such as for purposes of tax withholding.

(q)“Full Value Award” means any Incentive Award other than an Option or Stock Appreciation Right.

(r)“Good Reason” means, unless otherwise provided in any award agreement entered between the Company and the Participant with respect to an Incentive Award or employment agreement or other written agreement between the Participant and the Company with respect to the termination of a Participant’s employment with the Company and which is in effect on the date the Incentive Award is granted to the Participant, the Participant’s termination of employment on account of: (i) a material diminution in the Participant’s statutory and reasonably assigned duties that would be reasonably expected of a person with Participant’s position, other than a change in such duties of the Participant that results from becoming part of a larger organization following a Change in Control, (ii) a material decrease in the Participant’s base salary or annual bonus opportunity other than a decrease in base salary or annual bonus

5

opportunity of 10% or less that applies to all employees of the Company otherwise eligible to participate in the affected plan, or (iii) a relocation of the Participant’s primary work location more than thirty (30) miles from the Participant’s work location on the date of grant of the Participant’s Incentive Awards under the Plan, without the Participant’s prior written consent; provided that, within thirty (30) days following the occurrence of any of the events set forth herein, the Participant shall have delivered written notice to the Company of his or her intention to terminate his or her employment for Good Reason, which notice specifies in reasonable detail the circumstances claimed to give rise to the Participant’s right to terminate employment for Good Reason, and the Company shall not have cured such circumstances within thirty (30) days following the Company’s receipt of such notice and the Participant terminates employment within thirty (30) days following the expiration of the Company’s cure period.

(s)“Incentive Award” means an Option, Stock Appreciation Right or Other Stock-Based Award granted to a Participant pursuant to the terms of the Plan.

(t)“Non-Employee Director” means a member of the Board of Directors who is not an Employee.

(u)“Option” means an option to purchase shares of Common Stock granted to a Participant pursuant to Section 6.

(v)“Other Stock-Based Award” means an equity or equity-related award granted to a Participant pursuant to Section 7.

(w)“Participant” means an Eligible Person who has been granted an Incentive Award pursuant to the Plan and, following the death of any such Person, his or her successors, heirs, executors and administrators, as the case may be.

(x)“Performance-Based Compensation” means any Incentive Award that is granted subject to the achievement of Performance Goals.

(y)“Performance Goal” means the level of performance with respect to one or more Performance Measures that must be achieved during a Performance Period to earn a payment under an Incentive Award structured as Performance-Based Compensation.

(z)“Performance Measures” means the measures that may be used as part of a Performance Goal when granting Performance-Based Compensation. The Performance Measures that may be used to establish Performance Goals shall be based on attaining specific levels of performance (either alone or in any combination, and may be expressed with respect to the Chipotle (and/or one or more of its Subsidiaries, divisions or operating units or groups or any combination of the foregoing), and may include any of the following as the Committee may determine: revenue growth; cash flow; cash flow from operations; net income; net income before equity compensation expense; earnings per share, diluted or basic; earnings per share from continuing operations, diluted or basic; earnings before interest and taxes; earnings before interest, taxes, depreciation, and amortization; earnings from continuing operations; net asset turnover; inventory turnover; capital expenditures; income from operations; income from operations excluding non-cash related entries; income from operations excluding non-cash adjustments; income from operations before equity compensation expenses; income from

6

operations excluding equity compensation expense and lease expense; operating cash flow from operations; income before income taxes; gross or operating margin; restaurant-level operating margin; profit margin; assets; debt; working capital; return on equity; return on net assets; return on total assets; return on capital; return on investment; return on revenue; net or gross revenue; comparable restaurant sales; new restaurant openings; market share; economic value added; cost of capital; expense reduction levels; safety record; stock price; productivity; customer satisfaction; employee satisfaction; total shareholder return or any other criteria that the Committee determines in its sole discretion to be appropriate. For any Plan Year, Performance Measures may be determined on an absolute basis or relative to internal goals or relative to levels attained in years prior to such Plan Year or related to other companies or indices or as ratios expressing relationships between two or more Performance Measures. In establishing a Performance Measure or determining the achievement of a Performance Measure, the Committee may provide that achievement of the applicable Performance Measures may be amended or adjusted to include or exclude components of any Performance Measure, including, without limitation, foreign exchange gains and losses, asset write-downs, acquisitions and divestitures, change in fiscal year, unbudgeted capital expenditures, special charges such as restructuring or impairment charges, debt refinancing costs, extraordinary or noncash items, unusual, infrequently occurring, nonrecurring or one-time events affecting the Company or its financial statements or changes in law or accounting principles. Performance Measures shall be subject to such other special rules and conditions as the Committee may establish at any time.

(aa)“Performance Period” means the period of time during which the Performance Goals must be met in order to determine the degree of payout a nd/or vesting with respect to Performance-Based Compensation.

(bb)“Person” means a “person” as such term is used in Section 13(d) and 14(d) of the Exchange Act, including any “group” within the meaning of Section 13(d)(3) under the Exchange Act.

(cc)“Plan” means this Chipotle Mexican Grill, Inc. 2022 Stock Incentive Plan, as it may be amended from time to time.

(dd)“Qualifying Termination” means, unless otherwise provided in the Participant’s award agreement with respect to an Incentive Award or employment agreement or other written agreement with respect to the termination of a Participant’s employment with the Company and which is in effect on the date the Incentive Award is granted to the Participant, (i) with respect to a Participant that is an Employee who is an executive officer, such Participant’s termination of employment by the Company Without Cause or by such Participant for Good Reason, or (ii) with respect to a Participant who is a non-executive officer Employee, such Participant’s termination of employment by the Company Without Cause, in the case or either (i) or (ii), during the period commencing on a Change in Control and ending on the second anniversary of the Change in Control.

(ee)“Securities Act” means the Securities Act of 1933, as amended.

(ff)“Stock Appreciation Right” means a right granted to a Participant pursuant to Section 6. The Committee may grant Stock Appreciation Rights (i) in tandem with all or part of

7

any Option granted under the Plan or at any subsequent time during the term of such Option, (ii) in tandem with all or part of any Incentive Award (other than an Option) granted under the Plan or at any subsequent time during the term of such Award, or (iii) without regard to any Option or other Incentive Award in each case upon such terms and conditions as the Committee may establish in its sole discretion (subject to the term s of the Plan). Upon the exercise of a Stock Appreciation Right, the holder shall have the right to receive the excess of (a) the Fair Market Value of one Share on the date of exercise (or such amount less than such Fair Market Value as the Committee shall so determine at any time during a specified period before the date of exercise) over (b) the base price of the Stock Appreciation Right. The award agreement with respect to the Stock Appreciation Right shall specify whether payment on exercise of a Stock Appreciation Right shall be made in cash, in whole Shares or other property, or any combination thereof.

(gg)“Subsidiary” means any “subsidiary” within the meaning of Rule 405 under the Securities Act.

(hh)“Substitute Award” shall mean an award granted under this Plan upon the assumption of, or in substitution for, outstanding equity awards previously granted by a company or other entity in connection with a corporate transaction, including a merger, combination, consolidation or acquisition of property or stock; provided, however, that in no event shall the term “Substitute Award” be construed to refer to an award made in connection with the cancellation and repricing of an Option or S tock A ppreciation R ight.

(ii)“Voting Securities” means, at any time, Chipotle’s then outstanding voting securities.

(jj)“Without Cause” means a termination of a Participant’s employment with the Company other than: (i) a termination of employment by the Company for Cause, (ii) a termination of employment as a result of the Participant’s death or Disability or (iii) a voluntary resignation by the Participant for any reason, including retirement.

3.Stock Subject to the Plan

(a)In General

Subject to adjustment as provided in Section 8 and the following provisions of this Section 3, as of the Effective Date, the maximum number of shares of Common Stock that may be issued pursuant to Incentive Awards granted under the Plan, other than Substitute Awards, shall be 2,431,419, less one share for every one share subject to an Option or stock appreciation right granted under the Prior Plan after December 31, 2021 and prior to the Effective Date, and less two shares for every one (1) share subject to a Full Value Award granted under the Prior Plan after December 31, 2021 and prior to the Effective Date. Out of such aggregate, the maximum number of shares of Common Stock that may be covered by Options that are designated as “incentive stock options” within the meaning of Section 42 2 of the Code shall not exceed 2,372,000 shares of Common Stock, subject to adjustment as provided in Section 8. Shares of Common Stock issued under the Plan may be authorized and unissued shares, authorized and issued shares held in Chipotle’s treasury or otherwise acquired for purposes of the

8

Plan, at the discretion of the Committee. An y shares of Common Stock subject to Options or Stock Appreciation Rights shall be counted against the maximum share limitation of this Section 3(a) as one share of Common Stock for every share of Common Stock subject thereto. An y shares of Common Stock subject to Full Value Awards shall be counted against the maximum share limitation of this Section 3(a) as two shares of Common Stock for every share of Common Stock subject thereto.

Any shares of Common Stock related to Incentive Awards, whether granted unde r this Plan or the Prior Plan, that at any time on or after the December 31, 2021, terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of such shares (including but not limited to settlement of an Incentive Award at less than the target number of shares), are settled in cash in lieu of shares of Common Stock, or are exchanged with the Committee’s permission, prior to the issuance of shares of Common Stock, for Incentive Awards not involving shares of Common Stock, shall be available again (or, with respect to awards granted under the Prior Plan, shall be added to the shares available) for grant under this Plan and shall be added back to the Plan based on the share deduction ratio used with respect to such Incentive Award. Shares of Common Stock covered by Substitute Awards shall not count as used under the Plan for purposes of this Section 3. In addition, shares of Common Stock related to Incentive Awards, whether granted under this Plan or the Prior Plan, that at any time after December 31, 2021 are used to pay the withholding taxes related to any outstanding Full Value Award shall be available again (or, with respect to full value awards granted under the Prior Plan, shall be added to the shares available) for grant under this Plan and shall be added back to the Plan based on the share deduction ratio used with respect to such Full Value Award (or full award granted under the Prior Plan). Notwithstanding the foregoing, the following shares of Common Stock may not again be made available for issuance as Incentive Awards under the Plan: (i) shares of Common Stock not issued or delivered as a result of the net settlement of an outstanding Option or Stock Appreciation Right, (ii) shares of Common Stock used to pay the exercise price or withholding taxes related to an y outstanding Option or Stock Appreciation Right, or (iii) shares of Common Stock reacquired by the Company with the amount received upon exercise of an Option.

(b)Prohibition on Repricing

Other than pursuant to a change in capitalization in accordance with Section 8, the Committee shall not without the approval of Chipotle’s share holders (i) lower the exercise price or base price per s hare of an Option or S tock A ppreciation R ight after it is granted, (ii) cancel an Option or S tock A ppreciation R ight when the exercise price or base price per s hare exceeds the Fair Market Value of one s hare in exchange for cash or another Incentive Award (other than in connection with a transaction pursuant to Section 8), or (iii) take any other action with respect to an Option or S tock A ppreciation R ight that would be treated as a repricing under the rules and regulations of the principal U.S. national securities exchange on which the s hares of Common Stock are listed.

9

4.Administration of the Plan; Certain Restrictions on Incentive Awards

(a)General

The Plan shall be administered by a Committee of the Board of Directors designated by the Board of Directors consisting of two or more persons, at least two of whom are intended to qua lify as Non-Employee D irectors (within the meaning of Rule 16b-3 promulgated under S ection 16 of the Exchange Act) and as “independent” within the meaning of the rules of any applicable stock exchange or similar regulatory authority. Th e Committee shall, consistent with the terms of the Plan, from time to time designate th ose Eligible Persons who shall be granted Incentive Awards under the Plan and the amount, type and other terms and conditions of such Incentive Awards. Except to the extent prohibited by applicable law or the applicable rules of a stock exchange on which Chipotle’s shares are traded, the Committee may (i) delegate all or any portion of its responsibilities and powers to any one or more members of the Board and (ii) delegate all or any part of its responsibilities and powers to any person or persons selected by it, provided that no such delegation may be made that would cause any Incentive Awards or other transactions under the Plan to fail to or cease to be exempt from Section 16(b) of the Exchange Act. An y such delegation may be revoked by the Committee at any time.

The Committee shall have full discretionary authority to administer the Plan, including discretionary authority to interpret and construe any and all provisions of the Plan and the terms of any Incentive Award (and any agreement evidencing any Incentive Award) granted thereunder and to adopt and amend from time to time such rules and regulations for the administration of the Plan as the Committee may deem necessary or appropriate (including without limitation the adoption or amendment of rules or regulations applicable to the grant, vesting or exercise of Incentive Awards issued to employees located outside the United States). Without limiting the generality of the foregoing, the employment of a Participant with the Company shall be deemed to have terminated for all purposes of the Plan if such person is employed by or provides services to a Person that is a Subsidiary of Chipotle and such Person ceases to be a Subsidiary of Chipotle, unless the Committee specifically determines otherwise in writing. Decisions of the Committee shall be final, binding and conclusive on all parties.

On or after the date of grant of an Incentive Award under the Plan, the Committee may (i) accelerate the date on which any such Incentive Award becomes vested, exercisable or transferable, as the case may be, (ii) extend the term of any such Incentive Award, including, without limitation, extending the period following a termination of a Participant’s employment with or services as a Non-Employee Director or Consultant of the Company during which any such Incentive Award may remain outstanding, (iii) waive any conditions to the vesting, exercisability or transferability, as the case may be, of any such Incentive Award, (iv) provide for the payment of dividends or Dividend Equivalents (subject to Section 2(k)) with respect to any such Incentive Award, or (v) otherwise amend an outstanding Incentive Award in whole or in part from time-to-time as the Committee determines, in its sole and absolute discretion, to be necessary or appropriate to conform the Incentive 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 the approval or consent of the Participant to the extent permitted by applicable law; provided, that the Committee shall not

10

have any such authority to the extent that the grant or exercise of such authority would cause any tax to become due under Section 409A of the Code.

No member of the Committee shall be liable for any action, omission, or determination relating to the Plan, and Chipotle shall indemnify and hold harmless each member of the Committee and each other Non-Employee Director or employee of the Company to whom any duty or power relating to the administration or interpretation of the Plan has been delegated against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Committee) arising out of any action, omission or determination relating to the Plan, unless, in either case, such action, omission or determination was taken or made by such member, director or employee in bad faith and without reasonable belief that it was in the best interests of the Company.

(b)Non-Employee Director Compensation Limit

Notwithstanding any other provision of the Plan to the contrary, the aggregate grant date fair value (computed as of the date of grant in accordance with applicable financial accounting rules) of all Incentive Awards granted to any Non-Employee Director during any single calendar year, plus the total cash and other compensation paid to such Non-Employee Director for director services rendered for such calendar year, shall not exceed $750,000; provided, however, that the limitation described in this Section shall be determined without regard to amounts paid to a Non-Employee Director during any period in which such individual was an Employee or Consultant (other than grants of awards paid for service in their capacity as a Non-Employee Director), and any severance and other payments, such as consulting fees, paid to a Non-Employee Director for such director’s prior or current service to Chipotle or any Subsidiary other than serving as a director, shall not be taken into account in applying the limit provided above. For the avoidance of doubt, any compensation that is deferred shall be counted toward this limit for the year in which it was first earned, and not when paid or settled if later.

5.Eligibility

The Persons who shall be eligible to receive Incentive Awards pursu ant to the P lan shall be those Eligible Persons whom the Committee shall select from time to time. Al l Incentive Awards granted under the Plan shall be evidenced by a separate agreement setting forth the terms of such Incentive Award.

6.Options and Stock Appreciation Rights

The Committee may from time to time grant Options or Stock Appreciation Rights, subject to the following terms and conditions:

(a)Exercise or Base Price

The exercise price or base price per share of Common Stock covered by any Option or Stock Appreciation Right shall be not less than 100% of the Fair Market Value of a share of Common Stock on the date on which such Option or Stock Appreciation Right is granted. Notwithstanding the foregoing, an Option or Stock Appreciation Right may be granted with an exercise price or base price lower than 100% of the Fair Market Value on the date of grant of

11

such Option or Stock Appreciation Right if such Option or Stock Appreciation Right is granted as a Substitute Award and the exercise price or base price is determined in a manner consistent with the provisions of Sections 409A and, if applicable, 424(a) of the Code. Th e agreement evidencing the award of each Option shall clearly identify such Option as either an “incentive stock option” within the meaning of Section 422 of the Code or as not an incentive stock option.

(b)Term and Exercise of Options and Stock Appreciation Rights

(1)Each Option or Stock Appreciation Right shall become vested and exercisable on such date or dates, during such period and for such number of shares of Common Stock as shall be determined by the Committee on or after the date such Option or Stock Appreciation Right is granted (including without limitation in accordance with terms and conditions relating to the vesting or exercisability of an Option or Stock Appreciation Right set forth in any employment, severance, change in control or similar agreement entered into by the Company with a Participant); provided, however that no Option or Stock Appreciation Right shall be exercisable after the expiration of ten years from the date such Option or Stock Appreciation Right is granted; and, provided, further, that each Option or Stock Appreciation Right shall be subject to earlier termination, expiration or cancellation as provided in the Plan or in the agreement evidencing such Option or Stock Appreciation Right.

(2)Each Option or Stock Appreciation Right may be exercised in whole or in part; provided, however that the Committee (or its delegate) may impose a minimum size for a partial exercise of an Option or Stock Appreciation Right in its discretion from time to time. Th e partial exercise of an Option or Stock Appreciation Right shall not cause the expiration, termination or cancellation of the remaining portion thereof.

(3)An Option or Stock Appreciation Right shall be exercised by such methods and procedures as the Committee determines from time to time, including without limitation through net physical settlement or other method of cashless exercise. With respect to any Participant who is a member of the Board or an officer (as defined under SEC Rule 16a-1), a tender of shares of Common Stock or, a cashless or net exercise shall be a subsequent transaction approved as part of the original grant of an Option or Stock Appreciation Right for purposes of the exemption under Rule 16b-3 of the Exchange Act.

(4)Options and Stock Appreciation Rights may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of a Participant, only by the Participant; provided, however that the Committee may permit Options or Stock Appreciation Rights to be pledged, assigned, hypothecated, transferred, or disposed of, on a general or specific basis, subject to such conditions and limitations as the Committee may determine, except that Options and Stock Appreciation Right may not be sold for consideration or transferred for value (provided further that donative transfers described in Section A.1.(a)(5) of the general instructions to Form S-8 shall not be deemed transfers for value for purposes of this section).

(5)If the exercise of the Option or Stock Appreciation Right following the termination of the Participant’s employment or service (other than upon the Participant’s death

12

or disability) would be prohibited at any time solely because the issuance of shares of Common Stock would violate the registration requirements under the Securities Act, or any other requirements of applicable law, then the Option or Stock Appreciation Right shall terminate on the earlier of (i) the expiration of the term of the Option and (ii) the expiration of a period of thirty (30) days after the termination of the Participant’s employment or service during which the exercise of the Option or Stock Appreciation Right would not be in violation of such registration requirements or other applicable requirements.

(6)Notwithstanding the foregoing, the Committee may, in its sole discretion, implement a provision in existing and future grants of Options and Stock Appreciation Rights providing that if, on the last day that an Option or Stock Appreciation Right may be exercised, the Participant has not then exercised such Option or Stock Appreciation Right, such Option or Stock Appreciation Right shall be deemed to have been exercised by the Participant on such last day and the Company shall make the appropriate payment to such Participant after applying required tax withholding. Th e Committee may delegate this authority to one or more of the Company’s officers, who may implement this provision by including it in grant agreements or including it in the Plan’s administrative rules, provided that such officers may not implement it in Incentive Awards to persons who are Non-Employee Directors or executive officers otherwise subject to reporting obligations under Section 16 of the Exchange Act.

(c)Effect of Termination of Employment or other Relationship

The agreement evidencing the award of each Option or Stock Appreciation Right shall specify the consequences with respect to such Option or Stock Appreciation Right of the termination of the employment, service as a Non-Employee Director or other relationship between the Company and the Participant holding the Option or Stock Appreciation Right, provided, however, that except as expressly provided to the contrary in the agreement evidencing the award of a particular Option or Stock Appreciation Right, where continued vesting or exercisability of an Option or Stock Appreciation Right terminates in connection with the termination of a Participant’s employment relationship with the Company, such Participant’s employment relationship with the Company will be deemed, for purposes of such Option or Stock Appreciation Right, to continue so long as Participant serves as either an employee of the Company or as a member of the Board or Consultant Notwithstanding the foregoing sentence, a Participant’s employment will be deemed to terminate immediately upon such Participant’s termination for Cause, regardless of whether Participant remains on the Board or as a Consultant following such termination.

(d)Effect of Qualifying Termination

If a Participant experiences a Qualifying Termination or a Non-Employee Director’s service on the Board terminates in connection with or as a result of a Change in Control, each Option or Stock Appreciation Right outstanding immediately prior to such Qualifying Termination or termination of a Non-Employee Director’s service shall become fully and immediately vested and exercisable as of such Qualifying Termination or termination of a Non-Employee Director’s service and shall remain exercisable until its expiration, termination or cancellation pursuant to the terms of the Plan and the agreement evidencing such Option or Stock Appreciation Right, with the attainment level of any performance-based vesting conditions

13

determined in accordance with the agreement evidencing such Option or Stock Appreciation Right.

(e)Special Rules for Incentive Stock Options

(1)The aggregate Fair Market Value of shares of Common Stock with respect to which “incentive stock options” (within the meaning of Section 422 of the Code) are exercisable for the first time by a Participant during any calendar year under the Plan and any other stock option plan of Chipotle (or any “subsidiary”, as such term is defined in Section 424 of the Code, of Chipotle) shall not exceed $100,000. Such Fair Market Value shall be determined as of the date on which each such incentive stock option is granted. In the event that the aggregate Fair Market Value of shares of Common Stock with respect to such incentive stock options exceeds $100,000, then incentive stock options granted hereunder to such Participant shall, to the extent and in the order required by regulations promulgated under the Code (or any other authority having the force of regulations) (“Regulations”), automatically be deemed to be non-qualified stock options, but all other terms and provisions of such incentive stock options shall remain unchanged. In the absence of such Regulations (and authority), or in the event such Regulations (or authority) require or permit a designation of the options which shall cease to constitute incentive stock options, incentive stock options granted hereunder shall, to the extent of such excess and in the order in which they were granted, automatically be deemed to be non-qualified stock options, but all other terms and provisions of such incentive stock options shall remain unchanged.

(2)No incentive stock option may be granted to an individual if, at the time of the proposed grant, such individual owns stock possessing more than ten percent of the total combined voting power of all classes of stock of Chipotle or any of its “subsidiaries” (within the meaning of Section 424 of the Code), unless (i) the exercise price of such incentive stock option is at least one hundred and ten percent of the Fair Market Value of a share of Common Stock at the time such incentive stock option is granted and (ii) such incentive stock option is not exercisable after the expiration of five years from the date such incentive stock option is granted.

7.Other Stock-Based Awards

(a)Authorization of Other Stock-Based Awards

The Committee may grant equity-based or equity-related awards not otherwise described herein in such amounts and subject to such terms and conditions as the Committee shall determine. Without limiting the generality of the preceding sentence, each such Other Stock-Based Award may (i) involve the transfer of actual shares of Common Stock to Participants, either at the time of grant or thereafter, or payment in cash or otherwise of amounts based on the value of shares of Common Stock, (ii) be subject to performance-based and/or service-based conditions, (iii) be in the form of phantom stock, restricted stock, restricted stock units, performance shares, or share-denominated performance units, and (iv) be designed to comply with applicable laws of jurisdiction s other than the United States.

14

(b)Effect of Qualifying Termination; Other Termination Provisions

Except as may be expressly provided to the contrary by the Committee in an agreement evidencing the grant of an Other Stock-Based Award or any employment, severance, change in control or similar agreement entered into with a Participant, if a Participant experiences a Qualifying Termination or a Non-Employee Director’s service on the Board terminates in connection with or as a result of a Change in Control, each Other Stock-Based Award outstanding immediately prior to such Qualifying Termination or termination of Non-Employee Director’s service shall become fully and immediately vested and, if applicable, exercisable as of such Qualifying Termination or termination and shall remain exercisable until its expiration, termination or cancellation pursuant to the terms of the Plan and the agreement evidencing such Other Stock-Based Award, with the attainment level of any performance-based vesting conditions determined in accordance with the agreement evidencing such Other Stock-Based Award.

Furthermore, except as expressly provided to the contrary in the agreement evidencing the award of a particular Other Stock-Based Award, where continued vesting or exercisability of an Other Stock-Based Award terminates in connection with the termination of a Participant’s employment relationship with the Company, such Participant’s employment relationship with the Company will be deemed, for purposes of such Other Stock-Based Award, to continue so long as Participant serves as either an employee of the Company or as a member of the Board or Consultant. No twithstanding the foregoing sentence, a Participant’s employment will be deemed to terminate immediately upon such Participant’s termination for Cause, regardless of whether Participant remains on the Board or as a Consultant following such termination.

8.Capitalization Events and Corporate Transactions

(a)Capitalization Adjustments

In the event of any equity restructuring (within the meaning of Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation, or any successor or replacement accounting standard) that causes the per share value of shares of Common Stock to change, such as a stock dividend, stock split, spinoff, rights offering or recapitalization through an extraordinary cash dividend, the number and class of securities available under this Plan, the terms of each outstanding Option and S tock A ppreciation R ight (including the number and class of securities subject to each outstanding Option and S tock A ppreciation R ight and the exercise price or base price per share), and the terms of each outstanding Other Stock-Based Award (including the number and class of securities subject thereto) shall be appropriately adjusted by the Committee, such adjustments to be made in the case of outstanding Options and S tock A ppreciation R ights without an increase in the aggregate exercise price or base price and in accordance with Section 409A of the Code. In the event of any other change in corporate capitalization, including a merger, consolidation, reorganization, or partial or complete liquidation of the Company, such equitable adjustments described in the foregoing sentence may be made as determined to be appropriate and equitable by the Committee to prevent dilution or enlargement of rights of participants. Moreover, in the event of any such transaction or event, or in the event of a Change in Control, the Committee may provide in substitution for any or all outstanding Incentive Awards such alternative consideration (including

15

cash), if any, as it, in good faith, may determine to be equitable in the circumstances and shall require in connection therewith the surrender of all Incentive Awards so replaced in a manner that complies with Section 409A of the Code. In the event of any of the foregoing, the decision of the Committee regarding any such adjustment shall be final, binding and conclusive.

(b)C hange in Control

In the event of a Change in Control, the Committee shall, in its discretion, have the power to:

(i)provide that (A) some or all outstanding Options and S tock A ppreciation R ights shall become exercisable in full or in part, either immediately or upon a subsequent termination of employment, (B) the vesting period applicable to some or all outstanding Incentive Awards shall lapse in full or in part, either immediately or upon a subsequent termination of employment, (C) the Performance Period applicable to some or all outstanding Incentive Awards shall lapse in full or in part, and (D) the Performance Goals applicable to some or all outstanding awards shall be deemed to be satisfied at the target or any other level;

(ii)require that shares of stock of the corporation resulting from such Change in Control, or a parent corporation thereof, or other property be substituted for some or all of the shares of Common Stock subject to an outstanding Incentive Award, with an appropriate and equitable adjustment to such award as shall be determined by the Committee in accordance with Section 8(a); and/or

(iii)require outstanding Incentive Awards, in whole or in part, to be surrendered to the Company by the holder, and to be immediately cancelled by the Company, and to provide for the holder to receive (A) a cash payment or other property in an amount equal to (1) in the case of an Option or a S tock A ppreciation R ight, the aggregate number of shares of Common Stock then subject to the portion of such Option or S tock A ppreciation R ight surrendered multiplied by the excess, if any, of the Fair Market Value of a share of Common Stock as of the date of the Change in Control, over the exercise price or base price per share of Common Stock subject to such Option or S tock A ppreciation R ight, (2) in the case of an Other Stock-Based Award denominated in shares of Common Stock, the aggregate number of shares of Common Stock then subject to the portion of such award surrendered to the extent the Performance Measures applicable to such award have been satisfied or are deemed satisfied pursuant to Section 8(b)(i), multiplied by the Fair Market Value of a share of Common Stock as of the date of the Change in Control, and (3) in the case of Performance-Based Compensation denominated in cash, the value of the Performance-Based Compensation then subject to the portion of such award surrendered to the extent the Performance Measures applicable to such award have been satisfied or are deemed satisfied pursuant to Section 8(b)(i); (B) shares of capital stock of the corporation resulting from or succeeding to the business of the Company pursuant to such Change in Control, or a parent corporation thereof, having a fair market value not less than the amount determined under clause (A) above; or (C) a combination of the payment of cash or other property pursuant to clause (A) above and the issuance of shar es pursuant to clause (B) above; or

(iv)a combination of the foregoing, which may vary among Participants.

16

(c)No Other Rights

Except as expressly provided in the Plan or the agreement evidencing the grant of an Option or Other Stock-Based Award, no Participant shall have any rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any dividend, any increase or decrease in the number of shares of stock of any class or any dissolution, liquidation, merger or consolidation of Chipotle or any other corporation. Except as expressly provided in the Plan or the agreement evidencing the grant of an Option or Other Stock-Based Award, no issuance by Chipotle of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of shares or amount of other property subject to any Incentive Award.

(d)Code Section 409A

(i)To the extent applicable and notwithstanding any other provision of the Plan, the Company intends to administer, operate and interpret the Plan and all Incentive Awards granted thereunder in a manner that complies with Section 409A of the Code, however, Chip otle and its Subsidiaries (including their respective employees, officers, directors or agents) shall not have any liability to any Participant (or any other person) that is related to a Section 409A violation, nor will the Company indemnify or otherwise reimburse Participant (or any other person) for any liability incurred as a result of a violation of Section 409A of the Code.

(ii)Notwithstanding any provision in Section 13 of the Plan to the contrary, in the event that the Committee determines that any amounts payable hereunder will be taxable to a Participant under Section 409A of the Code prior to the payment and/or delivery to such Participant of such amount, the Company may (A) adopt such amendments to the Plan and related agreement, and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Committee determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by the Plan and awards hereunder and/or (B) take such other actions as the Committee determines necessary or appropriate to comply with the requirements of Section 409A of the Code. No action shall be taken under this Plan which shall cause an award to fail to comply with Section 409A of the Code, to the extent applicable to such Award.

(iii)With respect to any Incentive Award that is considered “deferred compensation” subject to Section 409A of the Code, references in the Plan to “termination of employment” (and substantially similar phrases) shall mean “separation from service” within the meaning of Section 409A of the Code. For purposes of Section 409A of the Code, each of the payments that may be made in respect of any Incentive Award granted under the Plan are designated as separate payments.

(iv)Notwithstanding any payment provision in the Plan or an agreement evidencing an Incentive Award to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, no payments in respect of any Incentive Awards that are “deferred compensation” subject to Section 409A of the Code and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A of the Code), to the extent necessary to avoid the imposition of taxes under Section 409A

17

of the Code, shall be made to such Participant prior to the date that is six months after the date of such Participant’s “separation from service” or, if earlier, the Participant’s date of death. Following any applicable six-month delay, all such delayed payments will be paid in a single lump sum, without interest, on the earliest date permitted under Section 409A of the Code that is also a business day.

9.Rights as a Share holder

No person shall have any rights as a share holder with respect to any shares of Common Stock covered by or relating to any Incentive Award granted pursuant to the Plan unless and until such person becomes a share holder of record with respect to such shares. Except as otherwise expressly provided in Section 8 hereof, no adjustment of any Incentive Award shall be made for dividends or other rights for which the record date occurs prior to the date on which such person becomes the share holder of record. Notwithstanding any other provisions of this Section 9, dividends shall be subject to the same restrictions, and risk of forfeiture, including but not limited to meeting vesting requirements and achieving applicable Performance Goals, as the underlying Incentive Award and such other restrictions as the Committee may determine.

10.No Special Employment Rights; No Right to Incentive Award

(a)Nothing contained in the Plan or any Incentive Award shall confer upon any Participant any right with respect to the continuation of his employment by or service to the Company or interfere in any way with the right of the Company at any time to terminate such employment or service or to increase or decrease the compensation of the Participant from the rate in existence at the time of the grant of an Incentive Award.

(b)No person shall have any claim or right to receive an Incentive Award hereunder. Th e Committee’s granting of an Incentive Award to a Participant at any time shall neither require the Committee to grant an Incentive Award to such Participant or any other Participant or other person at any time nor preclude the Committee from making subsequent grants to such Participant or any other Participant or other person.

11.Securities Matters

(a)Chipotle shall be under no obligation to effect the registration pursuant to the Securities Act of any shares of Common Stock to be issued hereunder or to effect similar compliance under any state laws. No twithstanding anything herein to the contrary, Chipotle shall not be obligated to cause to be issued or delivered any certificates evidencing shares of Common Stock pursuant to the Plan unless and until Chipotle is advised by its counsel that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Common Stock are traded. Th e Committee may require, as a condition to the issuance and delivery of certificates evidencing shares of Common Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that such certificates bear such legends, as the Committee deems necessary or desirable.

(b)The exercise of any Option granted hereunder shall only be effective at such time as counsel to Chipotle shall have determined that the issuance and delivery of shares of Common

18

Stock pursuant to such exercise is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Common Stock are traded. Chipotle may, in its discretion, defer the effectiveness of an exercise of an Option hereunder or the issuance or transfer of shares of Common Stock pursuant to any Incentive Award pending or to ensure compliance under federal or state securities laws or the rules or regulations of any exchange on which the Shares are then listed for trading. Chipotle shall inform the Participant in writing of its decision to defer the effectiveness of the exercise of an Option or the issuance or transfer of shares of Common Stock pursuant to any Incentive Award. During the period that the effectiveness of the exercise of an Option has been deferred, the Participant may, by written notice, withdraw such exercise and obtain the refund of any amount paid with respect thereto.

12.Withholding Taxes

(a)Cash Remittance

Whenever shares of Common Stock are to be issued upon the exercise of an Option or the grant or vesting of an Incentive Award, Chipotle shall have the right to require the Participant to remit to Chipotle in cash an amount sufficient to satisfy federal, state and local (or other) withholding tax requirements, attributable to such exercise, grant or vesting prior to the delivery of any certificate or certificates for such shares or the effectiveness of the lapse of such restrictions. In addition, upon the exercise or settlement of any Incentive Award in cash, Chipotle shall have the right to withhold from any cash payment required to be made pursuant thereto an amount sufficient to satisfy the federal, state and local withholding tax requirements, if any, attributable to such exercise or settlement.

(b)Stock Remittance

At the election of the Participant, subject to the approval of the Committee, when shares of Common Stock are to be issued upon the exercise, grant or vesting of an Incentive Award, the Participant may tender to Chipotle a number of shares of Common Stock (subject to any minimum holding period as the Committee may determine) having a fair market value at the tender date determined by the Committee to be sufficient to satisfy the minimum federal, state and local (or other) withholding tax requirements, if any, attributable to such exercise, grant or vesting but not greater than such minimum withholding obligations (or, if permitted by the Company, such other withholding rate as will not cause adverse accounting consequences under the accounting rules then in effect). Such election shall satisfy the Participant’s obligations under Section 12(a) hereof, if any.

(c)Stock Withholding

At the election of the Participant, subject to the approval of the Committee or as required by the Committee, when shares of Common Stock are to be issued upon the exercise, grant or vesting of an Incentive Award, Chipotle shall withhold such number of shares elected by the Participant not in excess of the maximum amount required for federal, state and lo cal (or other) tax withholding attributable to such exercise, gra nt or vesting (or, if permitted by the Company, such other withholding rate as will not cause adverse accounting consequences under the

19

accounting rules then in effect). Such election shall satisfy the Participant’s o bligations under Section 12(a) hereof, if any.

(d)Section 15 Approval

With respect to any Participant who is a member of the Board of Directors or an officer (as defined under SEC Rule 16a-1), a withholding or tender of shares of Common Stock shall be a subsequent transaction approved as part of the Incentive Award for purposes of the exemption under Rule 16b-3 of the Exchange Act.

13.Amendment or Termination of the Plan

The Board of Directors may at any time suspend or discontinue the Plan or revise or amend it in any respect whatsoever; provided, however, that no amendment to the Plan shall be effective without the approval of Chipotle’s share holders if (i) share holder approval is required by applicable law, rule or regulation, including any rule of the NYSE, or any other stock exchange on which the Common Stock is then traded, or (ii) such amendment seeks to modify the prohibition on repricing set forth in Section 3(b) or the Non-Employee Director compensation limit set forth in Section 4; provided further, that no amendment may materially impair the rights of a holder of an outstanding award without the consent of such holder. Th e preceding sentence shall not restrict the Committee’s ability to exercise its discretionary authority hereunder pursuant to Section 4, which discretion may be exercised without amendment to the Plan. No provision of this Section 13 shall be given effect to the extent that such provision would cause any tax to become due under Section 409A of the Code. Except as expressly provided in the Plan, no action hereunder may, without the consent of a Participant, materially impair the Participant’s rights under any previously granted and outstanding Incentive Award. No thing in the Plan shall limit the right of the Company to pay compensation of any kind outside the terms of the Plan.

14.No Obligation to Exercise

The grant to a Participant of an Incentive Award shall impose no obligation upon such Participant to exercise such Incentive Award.

15.Transfers Upon Death

Upon the death of a Participant, outstanding Incentive Awards granted to such Participant may be exercised only by the executors or administrators of the Participant’s estate or by any person or persons who shall have acquired such right to exercise by will or by the laws of descent and distribution. No transfer by will or the laws of descent and distribution of any Incentive Award, or the right to exercise any Incentive Award, shall be effective to bind Chipotle unless the Company shall have been furnished with (a) written notice thereof and with a copy of the will and/or such evidence as the Company may deem necessary to establish the validity of the transfer and (b) an agreement by the transferee to comply with all the terms and conditions of the Incentive Award that are or would have been applicable to the Participant and to be bound by the acknowledgements made by the Participant in connection with the grant of the Incentive Award.

20

16.Expenses and Receipts

T h e expenses of the Plan shall be paid by Chipotle. An y proceeds received by Chipotle in connection with any Incentive Award will be used for general corporate purposes.

17.Governing Law

The Plan and the rights of all persons under the Plan shall be construed and administered in accordance with the laws of the State of Delaware without regard to its conflict of law principles.

18.Duration of the Plan

The Board may suspend or terminate the Plan at any time. I n no event may an Incentive Stock Option be granted more than ten years after the earlier of (a) the date of the adoption of the Plan by the Board or (b) the Effective Date. After the Plan is terminated, no new Incentive Awards may be granted but Incentive Awards previously granted shall remain outstanding in accordance with their applicable terms and conditions and the Plan’s terms and conditions.

19.Company Recoupment of Incentive Awards

The rights contained in this Plan shall be subject to (a) any right that the Company may have under any other Company recoupment policy or other agreement or arrangement with a Participant in effect as of the date of grant of the Incentive Award or adopted thereafter to comply with applicable law, including Chipotle’s Clawback and Recoupment of Compensation Policy, as amended from time to time, or (b) any right or obligation that the Company may have regarding the recovery of “incentive-based compensation” under Section 10D of the Exchange Act, as amended (as determined by the applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission) or other applicable law. Th e Committee may determine, as late as the time of such recoupment or recovery, regardless of whether such method is stated in the Incentive Award agreement, whether the Company shall effect any such recoupment or recovery: (i) by seeking repayment from the Participant; (ii) by reducing (subject to applicable law and the terms and conditions of the applicable plan, program or arrangement) the amount that would otherwise be payable to the Participant under any compensatory plan, program or arrangement maintained by the Company; (iii) by withholding payment of future increases in compensation (including the payment of any discretionary bonus amount) or grants of compensatory awards that would otherwise have been made in accordance with the Company’s otherwise applicable compensation practices; (iv) by holdback or escrow (before or after taxation) of part or all the Common Stock, payment or property received upon exercise or satisfaction of an Incentive Award or (v) by any combination of the foregoing.

20.International Participants.

With respect to Participants who reside or work outside of the United States of America, the Committee may in its sole discretion grant Incentive Awards on such terms and conditions different from those specified in the Plan as may, in the judgment of the Committee, be necessary or desirable to foster and promote achievement of the purposes of the Plan, and, in furtherance of such purposes, the Committee may make such modifications, amendments,

21

procedures, or subplans as may be necessary or advisable to comply with such legal or regulatory provisions and/or to obtain more favorable tax or other treatment for a Participant, Chipotle or its Subsidiaries. For avoidance of doubt, the Committee may delegate its authority under this Section 20 with respect to any Participant; provided, however that only the Committee (or a subcommittee) thereof shall be authorized to grant Incentive Awards or otherwise provide additional benefits to a member of the Board of Directors or officer (as defined under SEC Rule 16a-1).

21.Provisions Relating to Termination of Consultants and Non-Employee Directors.

To the extent that an Incentive Award is made to a Non-Employee Director or Consultant, the provisions of the Plan relating to termination of employment shall be deemed to refer to the termination of such individual’s service with Chipotle or a Subsidiary.

22.Certain Terminations of Employment, Hardship and Approved Leave of Absence.

Notwithstanding any other provision of this Plan to the contrary, in the event of a Participant’s termination of employment (including by reason of death, disability or retirement) or in the event of hardship or other special circumstances, the Committee may in its sole discretion take any action that it deems to be equitable under the circumstances or in the best interests of the Company, including, without limitation, waiving or modifying any limitation or requirement with respect to any Award under this Plan. The Committee shall have the discretion to determine whether and to what extent the vesting of Awards shall be tolled during any leave of absence, paid or unpaid; provided however, that in the event of military leave, vesting shall toll during any unpaid portion of such leave, provided that, upon a Participant’s returning from military leave (under conditions that would entitle him or her to protection upon such return under the Uniform Services Employment and Reemployment Rights Act), he or she shall be given vesting credit with respect to the Award to the same extent as would have applied had the Participant continued to provide services to the Company throughout the leave on the same terms as he or she was providing services immediately prior to such leave. Any actions taken by the Committee shall be taken consistent with the requirements of Section 409A of the Code.

23.Tolling of Exercisability of Options and Stock Appreciation Rights.

In the event a Participant is prevented from exercising an Option or Stock Appreciation Right or the Company is unable to settle an Incentive Award due to either any trading restrictions applicable to Chipotle’s shares of Common Stock, the Participant’s physical infirmity or administrative error by the Company relied upon and not caused by the Participant, then unless otherwise determined by the Committee and subject to Section 409A of the Code, the length of time applicable to any such restriction, condition or event shall toll any exercise period (i) until such restriction lapses, (ii) until the Participant (or his representative) is able to exercise the Incentive Award or (iii) until such error is corrected, as applicable.

24. No Duty to Inform Regarding Exercise Rights.

Neither Chipotle, its Subsidiaries, the Committee nor the Board of Directors shall have any duty to inform a Participant of the pending expir ation of the period in which a Stock Appreciation Right may be exercised or in which an Option may be exercised.

22

25.No Constraint on Corporate Action.

Nothing in this Plan shall be construed to: (i) limit, impair, or otherwise affect Chipotle’s or a Subsidiary’s right or power to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets; or (ii) limit the right or power of Chipotle or a Subsidiary to take any action which such entity deems to be necessary or appropriate.

26.Effect of Disposition of Facility or Operating Unit.

If Chipotle or any of its Subsidiaries closes or disposes of the facility at which a Participant is located or Chipotle or any of its Subsidiaries diminish or eliminate ownership interests in any operating unit of Chipotle or any of its Subsidiaries so that such operating unit ceases to be majority owned by Chipotle or any of its Subsidiaries then, with respect to Incentive Awards held by Participants who subsequent to such event will not be Employees, the Committee may, to the extent consistent with Section 409A (if applicable), take any of the actions described in Section 8 with respect to a Change in Control. If the Committee takes no special action with respect to any disposition of a facility or an operating unit, then the Participant shall be deemed to have terminated his or her employment with Chipotle and its Subsidiaries and the terms and conditions of the award agreement and the other terms and conditions of this Plan shall control.

27.Limitations Period.

Any person who believes he or she is being denied any benefit or right under this Plan may file a written claim with the Committee. Any claim must be delivered to the Committee within forty-five (45) days of the specific event giving rise to the claim. Untimely claims will not be processed and shall be deemed denied. The Committee, or its designated agent, will notify the Participant of its decision in writing as soon as administratively practicable. Claims not responded to by the Committee in writing within ninety (90) days of the date the written claim is delivered to the Committee shall be deemed denied. The Committee’s decision shall be final, conclusive and binding on all persons. No lawsuit relating to this Plan or an Incentive Award granted hereunder may be filed before a written claim is filed with the Committee and is denied or deemed denied, and any lawsuit must be filed within one year of such denial or deemed denial or be forever barred. The venue for any lawsuit relating to this Plan or an Incentive Award shall be Wilmington, Delaware.

28.No Fractional Shares.

No fractional shares of Chipotle Common Stock shall be issued or delivered pursuant to the Plan or any grant. The Committee shall determine whether cash, other awards or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.

29.Protected Rights.

Nothing contained in this Plan or an agreement evidencing an Incentive Award is intended to limit the Participant’s ability to (i) report possible violations of law or regulation to,

23

or file a charge or complaint with, the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Department of Justice, the Congress, any Inspector General, or any other federal, state or local governmental agency or commission (“Government Agencies”), (ii) communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company or (iii) under applicable United States federal law to (A) disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law or (B) disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.

24