Exhibit 10.1


 


 


 


October
11, 2022


 


Lori Billingsley


 


Dear Lori:


 


This letter
sets forth the terms and conditions of your appointment to serve as a director ("Director") on the board of directors
(the "Board") of Shake Shack Inc. (the "Company") and to serve as a member of the Nominating and Corporate
Governance Committee of the Board (the "Committee"), effective as of October 17, 2022 (the "Effective Date").
Please note that your appointment remains subject to the Board's approval, which we formally requested on October 11, 2022.


 


As a Director,
you will be expected to attend at least four (4) Board and four (4) Committee meetings annually and shall have such other duties and responsibilities
as are customarily associated with this position. You shall continue to serve on the Board until such time as either you or the Company
terminates your service or you are not re-elected to the Board at the Annual General Meeting of Stockholders in June 2025.


 


As consideration
for your anticipated service on the Board and the Committee, you will be eligible to receive cash and equity compensation totaling One
Hundred Twenty-Five Thousand Dollars ($125,000) each service year.1 This is pursuant to the Compensation's Non-Employee Director
Compensation Policy, a copy of which has been provided to you. You may elect to receive additional equity in lieu of some or all of the
cash portion of your compensation. Please refer to the Director Compensation Election Cover Letter and Director Compensation Election
Form, copies of which have been provided to you as well. Given that your Director service will commence halfway through the current service
year, your compensation for this service year will total Sixty-Two Thousand Five Hundred Dollars ($62,500).


 


You will also
be entitled to coverage under a directors' and officers' liability insurance policy maintained by the Company.


 


During your
tenure as a Director, you shall at all times and for all purposes be acting as an independent contractor and not as an employee of the
Company. Accordingly, you shall not be eligible to participate in employee benefit plans provided by the Company to its employees and
the Company shall not, on your account, (i) pay any unemployment tax or other taxes required under the law to be paid with respect to
employees or (ii) withhold any monies from any compensation paid to you for income or employment tax purposes. Director compensation is
established by the Board and so, notwithstanding this letter, it may be revised at any time and from time to time.


 


You will receive
a number of onboarding documents from Ron Palmese, the Company's General Counsel. He will be your primary contact in the weeks ahead.
If you have any questions once you receive them, do not hesitate to reach out to him.


 


Please confirm
that the foregoing reflects your understanding by signing and returning to us the enclosed duplicate of this letter at your earliest convenience.
We are glad to have you aboard and look forward to working together. Please feel free to contact me should you wish to discuss any aspect
of your service on the Company's Board.


 


	 	
    Sincerely, 

	 	 
	 	/s/ Daniel H. Meyer 

	 	
    Daniel H. Meyer, Chairman 




 


	Accepted & Agreed	 
	 	 
	/s/ Lori Billingsley	 
	Lori Billingsley	 
	Date: October 12, 2022	 



 









1 Each
service year runs from Q2 in a given year through Q1 the following year.


 


	 	
    225 Varick Street, Suite 301  | New York, NY
    10014 |  shakeshack.com