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Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

12K characters. Original on sec.gov ·

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

1. All Financial statements

Consolidated financial statements filed as part of this report are listed under Item 8. “Financial Statements and Supplementary Data.”

2. Financial statement schedules

No schedules are required because either the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements or the notes thereto.

3. Exhibits

Description of Exhibit Incorporated Herein by Reference
Exhibit NumberExhibit DescriptionFormFile No.Filing DateExhibit NumberFiled Herewith
3.1Amended and Restated Certificate of Incorporation of Chipotle Mexican Grill, Inc.10-Q001-32731October 26, 20163.1
3.2Chipotle Mexican Grill, Inc. Amended and Restated Bylaws8-K001-32731October 6, 20163.1
4.1Form of Stock Certificate for Shares of Common Stock10-K001-32731February 10, 20124.1
4.2Description of Chipotle Securities10-K001-32731February 5, 20204.2
10.1†Form of 2019 Performance Share Unit Agreement10-Q001-32731April 25, 201910.1
10.2†Form of 2019 Transformation Performance Share Unit Agreement (1)----X
10.3†Change in Control Severance Plan, effective June 1, 201910-Q001-32731July 24, 201910.1
10.4†Form of Participation and Restrictive Covenant Agreement for Change in Control Severance Plan10-Q001-32731July 24, 201910.2
10.5†Amended and Restated Chipotle Mexican Grill, Inc. 2011 Stock Incentive Plan8-K001-32731May 24, 201810.1
10.6†Form of Stock Appreciation Rights Agreement10-Q001-32731April 20, 201210.1
10.7†Form of 2014 Stock Appreciation Rights Agreement10-K001-32731February 7, 201710.2.4
10.8†Form of 2014 Performance-Based Stock Appreciation Rights Agreement10-K001-32731February 7, 201710.2.5
10.9†Form of 2016 Stock Appreciation Rights Agreement10-Q001-32731April 27, 201610.1
10.10†Retention Agreement, dated January 9, 2018, between Jack Hartung and Chipotle Mexican Grill, Inc.8-K001-32731January 12, 201810.1
10.11†Amended and Restated Registration Rights Agreement dated January 31, 2006 among Chipotle Mexican Grill, Inc., McDonald’s Corporation and certain shareholders10-K001-32731March 17, 200610.6
10.12†Retention Agreement, dated January 9, 2018, between Scott Boatwright and Chipotle Mexican Grill, Inc.10-Q001-32731April 26, 201810.4
10.13†Supplemental Deferred Investment Plan10-Q001-32731July 27, 201810.3
10.14†Retention Agreement, dated January 9, 2018, between Curt Garner and Chipotle Mexican Grill, Inc.10-Q001-32731April 26, 201810.5
10.15†Form of Director and Officer Indemnification Agreement8-K001-32731March 21, 200710.1
10.16†Offer Letter, dated February 11, 2018, between Brian R. Niccol and Chipotle Mexican Grill, Inc.8-K001-32731February 15, 201810.1
10.17†Chipotle Mexican Grill, Inc. Employee Stock Purchase Plan10-K001-32731February 10, 201210.11
10.18†Non-Plan Inducement SOSARs Agreement between Brian R. Niccol and Chipotle Mexican Grill, Inc.S-833-223467March 6, 20184.3
10.19†Non-Plan Inducement RSUs Agreement between Brian R. Niccol and Chipotle Mexican Grill, Inc.S-833-223467March 6, 20184.4
10.20Investor Agreement dated December 14, 2016 between Chipotle Mexican Grill, Inc. and Pershing Square Capital Management, L.P.8-K001-32731December 19, 201610.1
10.21Registration Rights Agreement dated February 3, 2017, between Chipotle Mexican Grill, Inc. and Pershing Square Capital Management, L.P.10-K001-32731February 7, 201710.11
10.22†Form of 2018 CEO SOSARs Agreement8-K/A001-32731April 3, 201810.2
10.23†Executive Agreement dated May 29, 2017 between Chipotle Mexican Grill, Inc. and Scott Boatwright8-K001-32731September 15, 201710.1
10.24†Form of 2018 Premium-priced SOSARs Agreement8-K/A001-32731April 3, 201810.3
10.25†Executive Chairman Agreement dated November 28, 2017 between Chipotle Mexican Grill, Inc. and Steve Ells8-K001-32731December 1, 201710.1
10.26†Offer Letter, dated March 9, 2018, between Christopher Brandt and Chipotle Mexican Grill, Inc.10-Q001-32731April 26, 201810.13
10.27†Form of 2018 Stock Appreciation Rights Agreement10-Q001-32731April 26, 201810.14
10.28†Form of 2018 Restricted Stock Units Agreement10-Q001-32731April 26, 201810.15
10.29†Form of 2019 Director Restricted Stock Unit Agreement10-K001-32731February 5, 202010.34
10.30†Amendment No. 1 dated March 5, 2020 to the Executive Chairman Agreement dated November 28, 2017 between Chipotle Mexican Grill, Inc. and Steve Ells10-Q001-32731April 29, 202010.1
10.31†Deferred Prosecution Agreement dated April 20, 2020 between Chipotle Mexican Grill, Inc. and the United States Attorney’s Office for the Central District of California and the United States Department of Justice’s Consumer Protection Branch8-K001-32731April 21, 202010.1
10.32364-Day Revolving Credit Agreement dated May 8, 2020, among Chipotle Mexican Grill, Inc. and JPMorgan Chase Bank, N.A., Administrative Agent, and other lenders party to the Agreement8-K001-32731May 8, 202010.1
10.33Director Compensation Program and Stock Ownership Guidelines----X
10.34†Form of 2020 Performance Share Agreement----X
10.35†Form of 2020 Restricted Stock Units Agreement----X
10.36†Form of 2020 Stock Appreciation Rights Agreement----X
21.1Subsidiaries of Chipotle Mexican Grill, Inc.----X
23.1Consent of Ernst & Young LLP (as the independent registered public accounting firm of Chipotle Mexican Grill, Inc.)----X
24.1Power of Attorney (included on signature page of this report)----X
31.1Certification of Chief Executive Officer of Chipotle Mexican Grill, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002----X
31.2Certification of Chief Financial Officer of Chipotle Mexican Grill, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002----X
32.1Certification of Chief Executive Officer and Chief Financial Officer of Chipotle Mexican Grill, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002----X
101.INSInline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)----X
101.SCHInline XBRL Taxonomy Extension Schema Document----X
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document----X
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document----X
101.LABInline XBRL Taxonomy Extension Label Linkbase Document----X
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document----X
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)----X
(1) Portions of this exhibit have been omitted as permitted by applicable regulations. †- Management contracts and compensatory plans or arrangements required to be filed as exhibits.

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