Amended and Restated Chipotle Mexican Grill, Inc.



 EXHIBIT 10.2 
 AMENDED AND RESTATED 
 CHIPOTLE MEXICAN GRILL, INC. 

2006 STOCK INCENTIVE PLAN 
 (As Adopted May 21, 2008 and Amended September 24, 2008 and further Amended 
 February 8, 2011) 
  

	1.	Purpose of the Plan 


This Chipotle Mexican Grill, Inc. Amended and Restated 2006 Stock Incentive Plan is intended to promote the interests of the Company and
its shareholders by providing the employees of the Company and eligible non-employee directors of Chipotle, who are largely responsible for the management, growth and protection of the business of the Company, with incentives and rewards to
encourage them to continue in the service of the Company. The Plan is designed to meet this intent by providing such employees and eligible non-employee directors with a proprietary interest in pursuing the long-term growth, profitability and
financial success of the Company. 
  

	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 of Directors” means the Board of Directors of Chipotle. 

(b)            “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 effective employment agreement or other written agreement with respect to the
termination of a Participant’s employment with the Company, the termination of the Participant’s employment with the Company on account of: (i) a failure of the Participant to substantially perform his or her duties (other than as a
result of physical or mental illness or injury); (ii) the Participant’s willful misconduct or gross negligence which is materially injurious to the Company; (iii) a breach by a Participant of the Participant’s fiduciary duty or
duty of loyalty to the Company; (iv) the Participant’s unauthorized removal from the premises of the Company of any document (in any medium or form) relating to the Company or the customers of the Company; or (v) the commission by the
Participant of any felony or other serious crime involving moral turpitude. Any 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, 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. 
 (c)            “Change in Control” means the occurrence of any of the following: 

(i)        Any Person becoming the beneficial owner (within the meaning of Rule 13d-3
promulgated under the Exchange Act, a “Beneficial Owner”) of twenty-five percent 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 by the Company or by an employee benefit plan (or a trust forming a part thereof) maintained by the Company; and provided, further that a Change in Control shall not be deemed to occur solely because any Person becomes the
Beneficial Owner of twenty-five percent or more of the outstanding Voting Securities (A) in connection with a Business Combination that is not a Change in Control pursuant to sub-clause (iii), below, or (B) 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, except that a Change in Control shall occur 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 after such acquisition such Person becomes the Beneficial Owner of any additional Voting Securities
following which such Person is the Beneficial Owner of twenty-five percent or more of the outstanding Voting Securities; 







 (ii)        The individuals who, as of
March 19, 2008, 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 Board of Directors; provided, however that if the election or appointment, or
nomination for election by Chipotle’s common stockholders, 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 
 (iii)        The consummation of: 
 (A)        A merger, consolidation, reorganization or similar transaction (any of the foregoing, 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 trust forming a part thereof) maintained by the Company 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: 

(D)        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 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, 
 (E)        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 directors of the Surviving Corporation, or a corporation beneficially
owning a majority of the voting securities of the Surviving Corporation, and 

(F)        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 or any of its Subsidiaries immediately following the time at which such transaction occurs, is a Beneficial Owner of twenty-five percent or more
of the combined voting power of the Surviving Corporation’s voting securities outstanding immediately following such Business Combination. 
 Notwithstanding the foregoing, a Change in Control shall not be deemed to occur as a result of any event or transaction to the extent that treating such event or transaction as a Change in Control would
cause any tax to become due under Section 409A of the Code. 

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

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

  
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(f)            “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.

 (g)            “Common Stock” means Chipotle’s
Class A 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 9 of the Plan. 

(h)            “Company” means Chipotle and all of its
Subsidiaries, collectively. 
 (i)            “Covered
Employee” means a Participant who at the time of reference is a “covered employee” as defined in Section 162(m) of the Code and the regulations promulgated thereunder. 

(j)            “Director” means a member of the Board of Directors
who is not at the time of reference an employee of the Company. 

(k)            “Exchange Act” means the Securities Exchange Act of
1934, as amended. 
 (l)            “Fair Market Value” or
“FMV” as of any date means, unless otherwise expressly provided in the Plan or an award agreement issued under the Plan, the closing sale price of a share of Common Stock 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) on that date or, if no sale of the Company’s Common Stock occurred on that date, on the next preceding day on which a sale of Common Stock occurred.
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. 

(m)            “Full Value Award” means any Incentive Award other
than an Option or stock appreciation right. 

(n)            “Good Reason” means, unless otherwise provided in
any award agreement entered between the Company and the Participant with respect to an Incentive Award or effective 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, the Participant’s termination of employment on account of: (i) a material diminution in a Participant’s duties and responsibilities other than a change in such Participant’s duties
and responsibilities that results from becoming part of a larger organization following a Change in Control, (ii) a decrease in a Participant’s base salary, bonus opportunity or benefits other than a decrease in bonus opportunity or
benefits that applies to all employees of the Company otherwise eligible to participate in the affected plan or (iii) a relocation of a Participant’s primary work location more than 30 miles from the Participant’s work location on the
date of grant of a Participant’s Incentive Awards under the Plan, without the Participant’s prior written consent; provided that, within thirty 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 days following the Company’s receipt of such notice. 
 (o)            “Incentive Award” means an Option or Other Stock-Based Award granted to a Participant pursuant to the terms of the
Plan. 
 (p)            “Option” means an option to
purchase shares of Common Stock granted to a Participant pursuant to Section 6. 

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

(r)            “Participant” means a Director or employee of the
Company who is eligible to participate in the Plan and to whom one or more Incentive Awards have been granted pursuant to the Plan and, following the death of any such Person, his successors, heirs, executors and administrators, as the case may be.

 (s)            “Performance-Based Compensation” means
compensation intended to satisfy the requirements of Section 162(m) of the Code for deductibility of remuneration paid to Covered Employees. 
 (t)            “Performance Measures” means such measures as are described in Section 8 on which performance goals are based in
order to qualify certain awards granted hereunder as Performance-Based Compensation. 

(u)            “Performance Period” means the period of time during
which the performance goals must be met in order to determine the degree of payout and/or vesting with respect to an Incentive Award that is intended to qualify as Performance-Based Compensation. 

(v)            “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. 
 (w)            “Plan” means this Amended and Restated Chipotle Mexican Grill, Inc. 2006 Stock Incentive Plan, as it may be amended
from time to time. 
 (x)            “Qualifying
Termination” means a Participant’s termination of employment by the Company Without Cause or for Good Reason, in either case during the period commencing on a Change in Control and ending on the second anniversary of the Change in Control.

 (y)            “Securities Act” means the Securities
Act of 1933, as amended. 
 (z)            “Subsidiary”
means any “subsidiary” within the meaning of Rule 405 under the Securities Act. 

(aa)          “Voting Securities” means, at any time, Chipotle’s then
outstanding voting securities. 
 (bb)          “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 termination of employment by the Participant for any reason. 
  

	3.	Stock Subject to the Plan 


(a)            In General 

Subject to adjustment as provided in Section 9 and the following provisions of this Section 3, the maximum number of shares of
Common Stock that may be issued pursuant to Incentive Awards granted under the Plan shall not exceed 4,450,000 shares of Common Stock in the aggregate, of which 666,666 shares of Common Stock were available for issuance but were not issued under the
Company’s Executive Stock Option Plan. 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 422 of the
Code shall not exceed 2,700,000 shares of Common Stock, subject to adjustment as provided in Section 9 and the following provisions of this Section 3. Shares of Common Stock issued under the Plan may be either authorized and unissued
shares or treasury shares, or both, at the discretion of the Committee. 

  
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 For purposes of the preceding paragraph, shares of Common Stock covered by Incentive Awards
shall only be counted as used to the extent they are actually issued and delivered to a Participant (or such Participant’s permitted transferees as described in the Plan) pursuant to the Plan. For purposes of clarification, if shares of Common
Stock are issued subject to conditions which may result in the forfeiture, cancellation or return of such shares to the Company, any portion of the shares forfeited, cancelled or returned shall be treated as not issued pursuant to the Plan. Shares
of Common Stock covered by Incentive Awards granted pursuant to the Plan in connection with the assumption, replacement, conversion or adjustment of outstanding equity-based awards in the context of a corporate acquisition or merger (within the
meaning of Section 303A.08 of the New York Stock Exchange Listed Company Manual or any successor provision) shall not count as used under the Plan for purposes of this Section 3. 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 outstanding Incentive Award, or (iii) shares of Common Stock repurchased on the open market with the proceeds from the exercise of an Option. 

Subject to adjustment as provided in Section 9, the maximum number of shares of Common Stock that may be covered by Incentive Awards
granted under the Plan to any single Participant in any fiscal year of the Company shall not exceed 500,000 shares, prorated on a daily basis for any fiscal year of the Company that is shorter than 365 days. 

Subject to adjustment as provided in Section 9, the maximum number of shares of Common Stock that may be covered by Full Value
Awards shall not exceed 1,400,000 shares. 

(b)            Prohibition on Substitutions and Repricings 

Except as provided in this Section 3(b), in no event shall any new Incentive Awards be issued in substitution for outstanding
Incentive Awards previously granted to Participants, nor shall any repricing (within the meaning of US generally accepted accounting practices or any applicable stock exchange rule) of Incentive Awards issued under the Plan be permitted at any time
under any circumstances, in each case unless the shareholders of the Company expressly approve such substitution or repricing. Notwithstanding the foregoing, the Committee may authorize the issuance of Incentive Awards in substitution for
outstanding Full Value Awards, provided such substituted Incentive Awards are for a number of shares of Common Stock no greater than the number included in the original award, have an exercise price or base price (if applicable) at least as great as
the exercise price or base price of the substituted award, and the effect of the substitution is (A) solely to add restrictions (such as performance conditions) to the award or (B) to provide a benefit to the Company (and not the
Participant) (which, for the avoidance of doubt, shall include substitutions performed for the purpose of permitting the Incentive Awards to qualify as “performance based compensation” for purposes of Section 162(m) of the Code).

  

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

 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 qualify as non-employee directors
(within the meaning of Rule 16b-3 promulgated under Section 16 of the Exchange Act), and as “outside directors” within the meaning of Treasury Regulation Section 1.162-27(e)(3) and as “independent” within the meaning of
any applicable stock exchange or similar regulatory authority. The Committee shall, consistent with the terms of the Plan, from time to time designate those employees and non-employee directors 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 the Company’s shares are traded, the Committee may
(i) allocate all or any portion of its responsibilities and powers to any one or more of its members 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 Incentive Awards or other 

  
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transactions under the Plan to cease to be exempt from Section 16(b) of the Exchange Act, or cause an Incentive Award designated as Performance-Based Compensation not to qualify for, or to
cease to qualify for, any exemption from non-deductibility under Section 162(m) of the Code. Any such allocation or 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, (i) the Committee shall determine whether an authorized leave of absence, or absence in military or government service, shall constitute termination of employment and (ii) 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 the Company and such Person ceases to be a Subsidiary of the
Company, unless the Committee determines otherwise. 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 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 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 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. 

Notwithstanding anything herein to the contrary, in no event shall a Full Value Award not subject to performance-based conditions and
granted on or after September 24, 2008 have a vesting schedule resulting in such Full Value Award vesting in full prior to the third anniversary of the grant date, provided, however, that this restriction will be inapplicable to
awards representing no more than 10% of the total shares of Common Stock authorized for issuance under the Plan. For purposes of clarity, this restriction will not prohibit any Full Value Award from (i) having partial vesting dates prior to the
third anniversary of the grant date in accordance with a proportionate vesting schedule determined at the discretion of the Committee, so long as such award does not vest in full prior to the third anniversary of the grant date, or (ii) having
provisions for acceleration of the vesting date within the limitations set forth in the following paragraph. 
 Also
notwithstanding anything herein to the contrary, in no event shall any Incentive Award granted on or after September 24, 2008 provide for acceleration of the vesting date of such award other than in connection with the death, disability or
retirement of the Participant holding such Incentive Award or a Change in Control, provided, however, that this restriction will be inapplicable to awards representing no more than 10% of the total shares of Common Stock authorized for
issuance under the Plan. 
 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 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 

  
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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. 
  

	5.	Eligibility 

 The Persons
who shall be eligible to receive Incentive Awards pursuant to the Plan shall be those employees of the Company and Directors whom the Committee shall select from time to time. All Incentive Awards granted under the Plan shall be evidenced by a
separate written agreement entered into by the Company and the recipient of such Incentive Award. 
  

	6.	Options 

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

(a)            Exercise Price 

The exercise price per share of Common Stock covered by any Option shall be not less than 100% of the Fair Market Value of a share of
Common Stock on the date on which such Option is granted. The 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 
 (1)            Each Option 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 is granted (including without limitation in accordance with terms and
conditions relating to the vesting or exercisability of an Option set forth in any employment, severance, change in control or similar agreement entered into by the Company with a Participant on or after the date of grant) and subject to the
restrictions set forth in Section 4; provided, however that no Option shall be exercisable after the expiration of ten years from the date such Option is granted; and, provided, further, that each Option shall be
subject to earlier termination, expiration or cancellation as provided in the Plan or in the agreement evidencing such Option. In addition, except as otherwise determined by the Committee at or after the time of grant, unless an Option becomes
vested or exercisable pursuant to Sections 6(c) or 6(d) hereof, an Option may not become vested or exercisable in whole or in part during the twelve-month period commencing with the date on which the Option was granted. 

(2)            Each Option may be exercised in whole or in part;
provided, however that no partial exercise of an Option shall be for an aggregate exercise price of less than $1,000 or such other amount as the Committee may determine from time to time. The partial exercise of an Option shall not
cause the expiration, termination or cancellation of the remaining portion thereof. 

(3)            An Option 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. 
 (4)            Options 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 to be sold, pledged, assigned, hypothecated, transferred, or
disposed of, on a general or specific basis, subject to such conditions and limitations as the Committee may determine. 

  
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 (c)             Effect of
Termination of Employment or other Relationship 
 The agreement evidencing the award of each Option shall specify the
consequences with respect to such Option of the termination of the employment, service as a director or other relationship between the Company and the Participant holding the Option, subject to the restrictions set forth in Section 4,
provided, however, that except as expressly provided to the contrary in the agreement evidencing the award of a particular Option, where continued vesting or exercisability of an Option 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, to continue so long as Participant serves as either an employee of the
Company or as a member of the Board. 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 following such termination. 
 (d)            Effect of
Qualifying Termination 
 If a Participant experiences a Qualifying Termination or a Director’s service on the Board
terminates in connection with or as a result of a Change in Control, each Option outstanding immediately prior to such Qualifying Termination or termination of a Director’s service shall become fully and immediately vested and exercisable as of
such Qualifying Termination or termination of a 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. 

(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 the Company (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 

 

  
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 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, subject to the restrictions set forth in Section 4
(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 cash-settled stock appreciation rights, stock-settled stock appreciation rights, phantom stock, restricted stock, restricted stock units, performance shares, or
share-denominated performance units (iv) be designed to comply with applicable laws of jurisdictions other than the United States, and (v) be designed to qualify as Performance Based Compensation. Notwithstanding the foregoing, any Other
Stock-Based Award having a value determined by reference to a base or exercise price shall have a base or exercise price not less than 100% of the Fair Market Value of a share of Common Stock on the date on which such Other Stock-Based Award is
granted, and no Other Stock-Based Award shall have an expiration date greater than ten years from the date on which such Other Stock-Based Award is granted. Any stock-settled stock appreciation right granted pursuant to this Section 7 on or
after February 11, 2011 shall provide for settlement solely in the number of shares of Common Stock with an aggregate fair market value (as determined pursuant to the method set forth in an award agreement) on the date of exercise equal to
(x) the excess of the fair market value of a share of Common Stock as of such date (as determined pursuant to the method set forth in an award agreement) over the base or exercise price of such stock appreciation right, multiplied by
(y) the number of stock appreciation rights being exercised. 

(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 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 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. 

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. 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 following such termination. 
  

	8.	Performance Measures 


(a)            Performance Measures 

The performance goals upon which the payment or vesting of any Full Value Award to a Covered Employee that is intended to qualify as
Performance-Based Compensation depends shall relate to one or more of the following Performance Measures (either alone or in any combination, and may be expressed with respect to the Company or one or more operating units or groups, as the Committee
may determine): revenue growth; cash flow; cash flow from operations; net income; 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 before income taxes; gross or operating margin;


  
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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; and total shareholder return. 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. 
 Performance Periods may be equal to
or longer than, but not less than, one fiscal year of the Company and may be overlapping. Within 90 days after the beginning of a Performance Period, and in any case before 25% of the Performance Period has elapsed, the Committee shall establish
(a) performance goals and objectives for the Company for such Performance Period, (b) target awards for each Participant, and (c) schedules or other objective methods for determining the applicable performance percentage to be applied
to each such target award. 
 To the extent determined by the Committee at the time the Performance Measures are established,
the measurement of any Performance Measure(s) may exclude the impact of charges for restructurings, discontinued operations, extraordinary items, and other unusual or non-recurring items, and the cumulative effects of accounting changes, each as
defined by generally accepted accounting principles and as identified in the Company’s audited financial statements, including the notes thereto. To the extent determined by the Committee at the time the Performance Measures are established,
any Performance Measure(s) may be used to measure the performance of the Company or a Subsidiary as a whole or any business unit of the Company or any Subsidiary or any combination thereof, as the Committee may deem appropriate, or any of the above
Performance Measures as compared to the performance of a group of comparator companies, or a published or special index that the Committee, in its discretion, deems appropriate. 

Nothing in this Section 8 is intended to limit the Committee’s discretion to adopt conditions with respect to any Incentive
Award that is not intended to qualify as Performance-Based Compensation that relate to performance other than the Performance Measures. In addition, the Committee may, subject to the terms of the Plan, amend previously granted Incentive Awards in a
way that disqualifies them as Performance-Based Compensation. 

(b)            Committee Discretion 

In the event that the requirements of Section 162(m) of the Code and the regulations thereunder change to permit Committee
discretion to alter the Performance Measures without obtaining shareholder approval of such changes, the Committee shall have discretion to make such changes without obtaining shareholder approval. 

 

	9.	Adjustment Upon Changes in Common Stock 

 (a)            Shares Available for Grants 
 In the event of any change in the number of shares of Common Stock outstanding by reason of any stock dividend or split, recapitalization, merger, consolidation, combination or exchange of shares or
similar corporate change, the maximum aggregate number of shares of Common Stock with respect to which the Committee may grant Incentive Awards and the maximum aggregate number of shares of Common Stock with respect to which the Committee may grant
Incentive Awards to any individual Participant in any year shall be appropriately adjusted by the Committee. In the event of any change in the number of shares of Common Stock outstanding by reason of any other similar event or transaction, the
Committee may, but need not, make such adjustments in the number and class of shares of Common Stock with respect to which Incentive Awards may be granted as the Committee may deem appropriate. 

  
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 (b)            Increase or
Decrease in Issued Shares Without Consideration 
 Subject to any required action by the shareholders of Chipotle, in the event
of any increase or decrease in the number of issued shares of Common Stock resulting from a subdivision or consolidation of shares of Common Stock or the payment of a stock dividend (but only on the shares of Common Stock), or any other increase or
decrease in the number of such shares effected without receipt or payment of consideration by the Company or the payment of an extraordinary cash dividend, the number of shares of Common Stock subject to each outstanding Incentive Award and the
exercise price per share of Common Stock of each such Incentive Award shall be adjusted as necessary to prevent the enlargement or dilution of rights under such Incentive Award. 

(c)            Certain Mergers 

Subject to any required action by the shareholders of Chipotle, in the event that Chipotle shall be the surviving corporation in any
merger, consolidation or similar transaction as a result of which the holders of shares of Common Stock receive consideration consisting exclusively of securities of such surviving corporation, the Committee shall adjust each Incentive Award
outstanding on the date of such merger or consolidation to the extent deemed appropriate by the Committee so that it pertains to and applies to the securities which a holder of the number of shares of Common Stock subject to such Incentive Award
would have received in such merger or consolidation. 

(d)            Certain Other Transactions 

In the event of (i) a dissolution or liquidation of Chipotle, (ii) a sale of all or substantially all of the Company’s
assets (on a consolidated basis), (iii) a merger, consolidation or similar transaction involving Chipotle in which Chipotle is not the surviving corporation, (iv) a merger, consolidation or similar transaction involving Chipotle in which
Chipotle is the surviving corporation but the holders of shares of Common Stock receive securities of another corporation and/or other property, including cash, or (v) a Business Combination that is a Change in Control, the Committee shall, in
its discretion, have the power to: 
 (i)         cancel, effective immediately prior
to the occurrence of such event, each Incentive Award (whether or not then exercisable), and, in full consideration of such cancellation, pay to the Participant to whom such Incentive Award was granted an amount in cash, for each share of Common
Stock subject to such Incentive Award equal to the value, as determined by the Committee in its discretion, of such Incentive Award, provided that with respect to any outstanding Option such value shall be equal to the excess of (A) the value,
as determined by the Committee in its discretion, of the property (including cash) received by the holder of a share of Common Stock as a result of such event over (B) the exercise price of such Option; or 

(ii)        provide for the exchange of each Incentive Award (whether or not then exercisable or
vested) for an incentive award with respect to, as appropriate, some or all of the property which a holder of the number of shares of Common Stock subject to such Incentive Award would have received in such transaction and, incident thereto, make an
equitable adjustment as determined by the Committee in its discretion in the exercise price of the incentive award, or the number of shares or amount of property subject to the incentive award or, if appropriate, provide for a cash payment to the
Participant to whom such Incentive Award was granted in partial consideration for the exchange of the Incentive Award. 

(e)            Other Changes 

In the event of any change in the capitalization of Chipotle or corporate change other than those specifically referred to in paragraphs
(b), (c) or (d), the Committee may, in its discretion, make such adjustments in the number and class of shares subject to Incentive Awards outstanding on the date on which such change occurs and in such other terms of such Incentive Awards as
the Committee may consider appropriate. 

  
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 (f)            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. 

(g)            Code Section 409A 

The Company intends to administer the Plan and all Incentive Awards granted thereunder in a manner that complies with Code
Section 409A, however, the Company shall not be responsible for any additional tax imposed pursuant to Code Section 409A, nor will the Company indemnify or otherwise reimburse Participant for any liability incurred as a result of Code
Section 409A. 
  

	10.	Rights as a Stockholder 


No person shall have any rights as a stockholder with respect to any shares of Common Stock covered by or relating to any Incentive Award
granted pursuant to the Plan until the date of the issuance of a stock certificate with respect to such shares. Except as otherwise expressly provided in Section 9 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 such stock certificate is issued. 
  

	11.	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 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. The 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. 
  

	12.	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. Notwithstanding 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. The 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 Stock pursuant to such exercise is in compliance with all applicable laws, regulations of governmental authority and the
requirements of 

  
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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. 
  

	13.	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 withholding tax requirements, if any, 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 that have been owned by the Participant for at least six months (or such other 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 withholding tax requirements, if any, attributable to such exercise, grant or vesting but not greater than such minimum withholding obligations. Such election shall satisfy the
Participant’s obligations under Section 13(a) hereof, if any. 

(c)            Stock Withholding 

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, Chipotle shall withhold a number of such shares having a Fair Market Value at the exercise date determined by the Committee to be sufficient to satisfy the minimum federal, state and local
withholding tax requirements, if any, attributable to such exercise, grant or vesting but not greater than such minimum withholding obligations. Such election shall satisfy the Participant’s obligations under Section 13(a) hereof, if any.

  

	14.	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 to the extent any applicable law, regulation
or rule of a stock exchange requires shareholder approval in order for any such revision or amendment to be effective, such revision or amendment shall not be effective without such approval. The preceding sentence shall not restrict the
Committee’s ability to exercise its discretionary authority hereunder pursuant to Section 4 hereof, which discretion may be exercised without amendment to the Plan. No provision of this Section 14 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, reduce the Participant’s rights under any
previously granted and outstanding Incentive Award. Nothing in the Plan shall limit the right of the Company to pay compensation of any kind outside the terms of the Plan. 

  
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	15.	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.

  

	16.	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 Committee shall have been furnished with (a) written notice thereof and with a copy of the will and/or such evidence as the Committee
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. 
  

	17.	Expenses and Receipts 


The expenses of the Plan shall be paid by Chipotle. Any proceeds received by Chipotle in connection with any Incentive Award will be used
for general corporate purposes. 
  

	18.	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. 

 

	19.	Effective Date and Term of Plan 

 The Plan was originally adopted by the Board of Directors on January 25, 2006, and approved by the shareholders of Chipotle on January 25, 2006, was amended on December 14, 2006, and was
further amended and restated and approved by the shareholders of Chipotle on May 21, 2008. No grants may be made under the Plan after the tenth anniversary of such amendment and restatement. The Plan was subsequently amended on
September 24, 2008 and February 8, 2011. 

  
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