展覽10.5
CHIPOTLE MEXICAN GRILL, INC。
限制股份單位協議
限制股份單位協議
參與者姓名: 亞當·萊默
RSU數量：
授予日期: 2024年10月1日
解凍日期: 2未定 授予日期的週年紀念日
3樓層：33 授予日期的週年紀念日
3樓層：33 授予日期的週年紀念日
本限制股票單位協議，包括 附錄A 附件(這“協議 ”)，日期為上述授予日期，由特步墨西哥燒烤餐廳股份有限公司，一家特拉華公司（該“權益代理”），交付給上述被指定的參與者(該“參與者”或“您”).
前文
鑒於公司正在授予您限制性股票單位（“限制性股票單位”），代表您有權收取本公司普通股（“股份”）股份，條件如下所述，根據Chipotle Mexican Grill, Inc. 2022股票激勵計劃（“或者為法定目的而成立的人士，其業務或活動（“法定機構”）包括對各種公共機構的員工福利計劃、養老金計劃、保險計劃開展投資基金管理；”）。本協議及在此授予的RSUs明確受制於計劃的所有條款、定義和規定。 除本協議中明確指示的外，本協議中使用的定義詞語概念與計劃中所列一致。
鑑於薪酬委員會（「董事會）已批准授予這項限制性股票單位（「委員會董事会薪酬委员会采纳了薪酬追回政策，作为公司董事会的一部分，"政策"为其所采纳。董事會」獎勵”).
協議
現在，因此，各方特此同意如下：
1. 授予獎項公司特此根據上文設定的RSU數目授予您該獎勵，根據此獎勵，您將有資格獲得一定數量的等值股份，但須符合本協議中設定的授予條件及其他條件。 該獎勵僅可以股份進行結算。
2. 授予条件.
（a）定期分割配股除非計畫或本第 2 部分另有規定，您的 RSUs 將於授予日期的第 2 週年時的 50% 股份開放，餘下的 50% 股份將於授予日期的第 3樓層：33 周年時開放，須視您在適用開放日期之前繼續與公司任職或服務。在獎勵完全開放之前的時間段將在此處稱為“獲得期限.”
(b) 接受授予時，您承認、了解並同意以下所有內容：.
（i）除非委員會另有決定，或是在您與公司之間的協議中另有規定，如果在授權期屆滿之前您因死亡、因殘疾或養老（如下所定）而被公司解雇，您應按以下方式取得 RSUs 的擁有權：
(A) 若在授予日期滿一年前退休，則您將繼續按比例條款授予 RSU 的剩餘部分。按比例條款部分將通過將此獎勵所涉及的總 RSU 數乘以一分數來確定，其中分子為從授予日期至您退休的天數，分母為365。
(B) 若您在授予日期滿一年後養老，您將繼續按照授權期限完整授予員工股，不得比例減少。
(C) 若因為您去世或因殘疾而被公司終止，此獎勵的全部 RSUs 數量將在您去世或被公司因殘疾而終止的當天立即生效，不予比例調整。
根據本協議的目的：“傷殘”指您經醫生診斷的永久性身體或精神上的無法履行公司員工職責的狀況；“養老”指您的綜合年齡和工作年限（如下所定義）至少達到70歲，並且您已完成以下所有步驟：(w)至少提前六（6）個月給予公司有關您養老的書面通知；(x)根據委員會根據個人事實和情況確定需要合理保護公司利益的限制契約簽署並交付給公司，該限制契約將在養老後二（2）年的期間內繼續有效（或者在保密和類似限制契約的情況下，可能無限期繼續），(y)在您的離職日期後21天內（或根據適用法律要求的較晚時間）簽署並交付給公司針對公司及其聯屬公司的索賠的一般釋放協議，該協議需要以公司可接受的形式進行，並且不得被後來撤銷，及（z）自願終止您在公司的就業關係。該術語“年齡”意味著（在特定確定日期），指該日期時您的完整年齡及任何小數位；而“服務年資「」指從您最近一次與公司開始的聘僱期間至您與公司終止就業的日期間的年數及其中間的分數。 如果您拒絕履行(w)、(x)、(y)或(z)中的任何一項條件，違反(x)或(y)據此簽署的任何協議，或者在您養老後發現了可以證明正當解雇您的原因的事實和情況（如
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如果您仍在公司受雇，上述情況（如下所定義），將視為您放棄根據本協議養老所應享有的福利。
（ii）如果您發生符合條件的離職，或者在公司控制權發生變更時，如果這項獎勵未被控制權發生變更的存活或收購公司所承擔或延續（由董事會或委員會確定，對於保持獎勵價值及其他本獎勵立即在控制權變更前生效的特定條款和條件進行適當調整，包括股份數量和種類）。
根據本協議的目的，以及儘管計劃內有任何相反之處，以判斷變更控制權後的兩年期間是否發生「合資格終止」：(A)」原因」指，除非有效僱傭協議或其他書面協議有關您與本公司的僱傭有關終止，除非有關您與本公司的僱傭，除非因為：(u) 您未能嚴重履行職責（因身體或精神疾病或傷害除外）；(w) 您的故意不當行為或嚴重疏忽，對本公司造成實質損害或導致聲譽損害；(x) 閣下違反你的信託責任或忠誠度責任公司；(y) 您進行任何涉及道德疏忽的嚴重罪行或其他嚴重罪行；或 (z) 您對您與本公司之間的公司政策或協議的重大違反，以及 (B)」很好的理由」意指，除非有效僱傭協議或其他書面協議中有關於您與本公司終止僱傭，否則指在以下情況下終止您在本公司的僱傭： 除了因控制權變更後成為大型組織的一員而導致的職責和責任變化以外，(y) 基本工資或獎金機會的重大降低，除了獎金機會減少以外，適用於其他合資格參與適用獎金計劃的公司所有員工，或 (z) 在授予日期將您的主要工作地點搬遷離您的工作地點超過 30 英里，未經您事先書面同意；只要在本文所述的任何理由事件發生後三十天內，閣下應已向本公司發出書面通知閣下出於有效理由終止僱傭的意圖，該通知詳細說明你聲稱引起閣下出於有合理原因終止僱傭權的情況，並且本公司不會在收到該通知後三十天內解決這類情況。
(c) Forfeiture of Unvested RSUs. If your employment terminates prior to the expiration of the Vesting Period for any reason other than death, termination by the Company due to Disability, Retirement or a Qualifying Termination, any unvested RSUs will be forfeited and canceled as of the date of such employment termination, unless (i) the Committee determines otherwise, or (ii) a different treatment is provided in a written agreement between you and the
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Company, or (iii) if you are an “executive officer” of the Company within the meaning of Rule 3b-7 under the Securities Exchange Act of 1934, as amended, a different treatment may be provided in the Company’s Executive Officer Severance Plan, as such plan is then in effect. Notwithstanding anything to the contrary in this Section 2, your rights with respect to the RSUs, whether vested or unvested, shall in all events be immediately forfeited and canceled as of the date of your termination of employment for Cause (as defined above).
3. Distribution Upon Vesting. Subject to Section 18, as soon as practicable (but no later than sixty (60) days) after the vesting of the RSUs, the Company shall issue or deliver, subject to the conditions of this Agreement, the Shares for the vested RSUs to you; provided, however, that (i) in the event of vesting of the Award in connection with a Retirement, then Shares shall be distributed to you in accordance with the regular vesting schedule set forth in Section 2(a), (ii) in the event the Award constitutes nonqualified deferred compensation (within the meaning of Section 409A of the Code) because you would satisfy the Age and Service requirements for Retirement during the Vesting Period or otherwise and the vesting of the Award is in connection with a termination by the Company due to Disability or a Qualifying Termination following a Change in Control that does not constitute a “change in control event” (within the meaning of Section 409A of the Code), then the Shares shall be distributed to you in accordance with the regular vesting schedule set forth in Section 2(a) to the extent required to comply with Section 409A and (iii) in the event of a Change in Control in which Award is not effectively assumed pursuant to Section 2(b)(ii) and such Change in Control is not a “change in control event” (within the meaning of Section 409A of the Code) or settlement upon such Change in Control would otherwise be prohibited under Section 409A of the Code, then the Shares shall be distributed to you in accordance with the regular vesting schedule set forth in Section 2(a) to the extent required to comply with Section 409A of the Code or, if earlier, upon your death or termination of employment if permitted under Section 409A of the Code. Such issuance or delivery of Shares shall be evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company. The Company shall pay all original issue or transfer taxes and all fees and expenses incident to such issuance or delivery, except as otherwise provided in Section 6. Prior to the issuance to you of the Shares subject to the Award, you shall have no direct or secured claim in any specific assets of the Company or in such Shares and will have the status of a general unsecured creditor of the Company.
4. No Shareholder Rights. Neither you nor any person claiming under or through you shall have rights as a holder of Shares (e.g., you have no right to vote or receive dividends) with respect to the RSUs granted hereunder unless and until such RSUs have been settled in Shares that have been registered in your name as owner. You shall have no beneficial interest or ownership in the vested Shares until the issue or delivery of those vested Shares to you.
5. Dividend Equivalents. During the Vesting Period, you shall accumulate dividend equivalents with respect to the RSUs, which dividend equivalents shall be paid in cash (without interest) to you only if and when the applicable RSUs vest and become payable. Dividend equivalents shall equal the dividends, if any, actually paid with respect to Shares during the Vesting Period while (and to the extent) the RSUs remain outstanding and unpaid. In the event
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you forfeit the RSUs, you also shall immediately forfeit any dividend equivalents held by the Company that are attributable to the Shares underlying such forfeited RSUs.
6. Tax Withholding. As a condition precedent to the issuance of Shares following the vesting of the Shares, you shall, upon request by the Company, pay to the Company such amount as the Company determines is required, under all applicable federal, state, local or other laws or regulations, to be withheld and paid over as income or other withholding taxes (the “Required Tax Payments”) with respect to such vesting of the Shares. If you shall fail to advance the Required Tax Payments after request by the Company, the Company may, in its discretion, deduct any Required Tax Payments from any amount then or thereafter payable by the Company to you. Notwithstanding the foregoing, your obligation to advance the Required Tax Payments shall be satisfied by the Company withholding whole Shares that would otherwise be delivered to you upon vesting of the Shares having an aggregate fair market value, determined as of the date on which such withholding obligation arises (the “Tax Date”), equal to the Required Tax Payments; however, if you submit a written request to the Company at least ten (10) days in advance of the Vesting Date, the Company may agree, in its discretion, to permit you to satisfy your obligation to advance the Required Tax Payments by a check or cash payment to the Company. Shares shall be withheld based on the applicable statutory minimum tax rate; however, if you submit a written request to the Company at least ten (10) days in advance of the Vesting Date, the Company (or, in the case of an individual subject to Section 16 of the Securities Exchange Act of 1934, as amended, the Committee) may agree, in its discretion, to withhold shares based on a higher tax rate permitted by applicable withholding rules and accounting rules without resulting in variable accounting treatment. No Share or certificate representing a Share shall be issued or delivered until the Required Tax Payments have been satisfied in full.
7. Tax Indemnification. Notwithstanding the provisions of Section 6 above, you agree to indemnify the Company and each affiliate, and hold the Company and each affiliate harmless against and from any and all liability for any taxes or payments in respect of taxes (including social security and national insurance contributions, to the extent permitted by applicable law), arising as a result of, in connection with or in respect of the grant of the Award, vesting of the Award and/or the delivery of the Shares pursuant to this Agreement.
8. Repayment; Right of Set-Off. You agree and acknowledge that this Agreement is subject the Company’s Executive Compensation Recoupment Policy and any other “clawback,” recoupment or set-off policies in effect on the Grant Date or that the Committee thereafter may adopt. If the Company determines, in its sole discretion, that you have engaged in misconduct that constitutes “Cause” as defined in the Plan, you agree that any unvested portion of the Award shall be immediately forfeited as of the date the Company determines that you engaged in such misconduct. The foregoing shall not be the Company’s exclusive remedies, which may also include injunctive relief and damages, as applicable. In addition, you agree that in the event the Company, in its reasonable judgment, determines that you owe the Company any amount due to any loan, note, obligation or indebtedness, including but not limited to amounts owed to the Company pursuant to the Company’s policies with respect to travel and business expenses, and if you have not satisfied such obligation, then the Company may instruct the plan administrator to
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withhold and/or sell Shares acquired by you upon settlement of the Award, or the Company may deduct funds equal to the amount of such obligation from other funds due to you from the Company.
9. Adjustment of RSUs. The number of RSUs subject to this Award will automatically be adjusted in accordance with Section 9 of the Plan to prevent accretion, or to protect against dilution, in the event of a change to the Common Stock resulting from a recapitalization, stock split, consolidation, spin-off, reorganization, or liquidation or other similar transactions.
10. Non-Transferability of Award. Unless the Committee specifically determines otherwise, the RSUs may not be transferred by you other than by will or the laws of descent and distribution. Except to the extent permitted by the foregoing sentence, the Award may not be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of the Award, the Award and all rights hereunder shall immediately become null and void.
11. No Right to Continued Employment or Service. The granting of the Award shall not be construed as granting to you any right to continue your employment or service with the Company.
12. Amendment of this Award. This Award or the terms of this Agreement may be amended by the Board or the Committee at any time (a) if the Board or the Committee determines, in its reasonable discretion, that amendment is necessary or appropriate to conform the 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 your approval or consent to the extent permitted by applicable law; provided that, such amendment shall not materially and adversely affect your rights hereunder; or (b) with your consent.
13. Electronic Delivery and Acceptance. You hereby consent and agree to electronic delivery of any Plan documents, proxy materials, annual reports and other related documents. You also hereby consent to any and all procedures that the Company has established or may establish for an electronic signature system for delivery and acceptance of Plan documents (including documents relating to any programs adopted under the Plan), and agree your electronic signature is the same as, and shall have the same force and effect as, your manual signature. You consent and agree that any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan, including any program adopted under the Plan.
14. Governing Plan Document. The Award is subject to all the provisions of the Plan, the provisions of which are hereby made a part of this Agreement, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated
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and adopted pursuant to the Plan. In the event of any conflict between the provisions of the Award or this Agreement and those of the Plan, the provisions of the Plan shall control.
15. Governing Law. The validity, construction, interpretation and effect of this Agreement shall exclusively be governed by and determined in accordance with the laws of the State of Delaware, without giving effect to conflict of law rules or principles.
16. Entire Agreement. This Agreement and the Plan constitute the entire understanding and agreement between the Company and the Participant with respect to the subject matter contained herein and supersedes any prior agreements, understandings, restrictions, representations, or warranties between the Company and the Participant with respect to such subject matter other than those as set forth or provided for herein.
17. No Waiver. No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach or any other covenant, duty, agreement or condition.
18. Saving Clause. If any provision of this Agreement shall be determined to be illegal or unenforceable, such determination shall in no manner affect the legality or enforceability of any other provision hereof.
19. Compliance with Section 409A of the Code. This Award is intended to be exempt from or comply with Section 409A of the Code, and shall be interpreted and construed accordingly, and each payment hereunder shall be considered a separate payment. To the extent this Agreement provides for the Award to become vested and be settled upon the Holder’s termination of employment, the applicable shares of Stock shall be transferred to you or your beneficiary upon your “separation from service,” within the meaning of Section 409A of the Code; provided that if you are a “specified employee,” within the meaning of Section 409A of the Code, then to the extent the Award constitutes nonqualified deferred compensation, within the meaning of Section 409A of the Code, such Shares shall be transferred to you or your beneficiary upon the earlier to occur of (i) the six-month anniversary of such separation from service and (ii) the date of your death.
20. Local Law Requirements. Appendix A forms part of the Agreement and contains additional terms and conditions that will apply to you if you reside outside of the United States, are a citizen of a jurisdiction other than the United States or are otherwise subject to tax in jurisdiction outside the United States.
CHIPOTLE MEXICAN GRILL, INC.
By: /s/ Ilene Eskenazi
Chief Human Resources Officer
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Appendix A to 2023 Restricted Stock Unit Agreement
Country-Specific Addenda
1. This Addendum includes additional country-specific notices, disclaimers, and/or terms and conditions that apply to individuals who are working or residing in the countries listed below and that may be material to your participation in the Plan. However, because foreign exchange regulations and other local laws are subject to frequent change, you are advised to seek advice from his or her own personal legal and tax advisor prior to accepting an Award.
2. If you are a citizen or resident of a country, or otherwise subject to tax in another country other than the one in which you are currently working and/or residing, transfers to another country after the date of grant of the Award, or is considered a resident of another country for local law purposes, the Company shall, in its discretion, determine the extent to which the special terms and conditions contained herein shall be applicable to you.
3. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your acceptance of the Award or participation in the Plan.
4. Unless otherwise noted below, capitalized terms shall have the same meaning assigned to them under the Plan and this Agreement. This Addendum forms part of the Agreement and should be read in conjunction with the Agreement and the Plan.
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Canada
1. Application. This Addendum shall apply to you if (a) you are employed in, resident in, a citizen of, or otherwise subject to tax in Canada; or (b) in circumstances where the Company, in exercising its discretion in accordance with paragraph 2 of the Country-Specific Addendum, determines this Addendum shall apply to you.
2. Use of Information. For the purposes of managing and administering the arrangements under this Agreement, the Company may share basic information such as information concerning your eligibility, grants, settlement or vesting in accordance with this Agreement with and between affiliates. The Company may also share this information with service providers that may assist in administering the arrangements under this Agreement, as well as with relevant government authorities.
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France
1. Application. This Addendum shall apply to you if (a) you are employed in, resident in, a citizen of, or otherwise subject to tax in France; or (b) in circumstances where the Company, in exercising its discretion in accordance with paragraph 2 of the Country-Specific Addendum, determines this Addendum shall apply to you.
2. Language Consent. By accepting the Plan, you confirm that you have read and understood the documents relating to this grant (the Plan and any agreement, including this Addendum) which were provided in English language. You accept the terms of those documents accordingly.
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United Kingdom
1. Application. This Addendum shall apply to you if (a) you are employed in, resident in, a citizen of, or otherwise subject to tax in the United Kingdom; or (b) in circumstances where the Company, in exercising its discretion in accordance with paragraph 2 of the Country-Specific Addendum, determines this Addendum shall apply to you.
2. Recovery of Tax. In the event that you have failed to make arrangements under Section 6 of this Agreement for the amount so indemnified under Section 7 of this Agreement, you shall pay to the Company or subsidiary, as relevant, (or such other affiliate, as the case may be) the balance of any Required Tax Payments then due in cash promptly on written demand and in any event within 60 days from the date on which any relevant amount indemnified under Section 7 of this Agreement is due to be accounted for to the applicable tax authority, failing which you shall also be liable to account to the Company or any subsidiary for any additional liability that may arise to the Company or such other affiliate as a result of the operation of Section 222 of ITEPA.
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