CHIPOTLE MEXICAN GRILL, INC. (NYSE:CMG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 9, 2018, Chipotle Mexican Grill, Inc. entered into retention agreements with certain employees, including Chief Financial Officer Jack Hartung and Chief Marketing and Strategy Officer Mark Crumpacker. The retention agreementsare intended to encourage the employees’ continued service to Chipotle during the pendency of a search for Chipotle’s next Chief Executive Officer, and were approved by the Compensation Committee of Chipotle’s Board of Directors.
The agreements provide for retention bonuses that are scheduled to vest and become payable on the first anniversary of the appointment of a permanent successor to Steve Ells as Chipotle’s Chief Executive Officer, subject to the employee recipient’s continuous employment with Chipotle through the vesting date and the employee recipient’s not having given Chipotle notice of the employee’s termination of employment with Chipotle (other than resignation with “good reason” as defined in the agreement) on or prior to the vesting date. The amount of the retention bonus provided for Mr. Hartung is $1,000,000, and for Mr. Crumpacker is $600,000. If Chipotle terminates the employee recipient’s employment for “cause” (as defined in the agreement) following the vesting date but prior to payment of the retention bonus, the retention bonus will be automatically forfeited.If,prior to the vesting date, Chipotle terminates the employee recipient’s employmentwithout cause (and other than due to the employee’s death or disability, as defined in the agreement) or the employee recipient terminates the employee’s employment with good reason, provided the employee timely executes ageneral release of claims in favor of Chipotle and such release becomes irrevocable, the retention bonus will fully vest as of the date on which the release becomes effective, and be paid to the employee recipient in a cash lump-sum at the same time as the bonus would havebeen paid if the employee hadremained actively employed with the Chipotle through the payment date. If the employee recipient’s employment terminates for any other reason (including as a result of the employee’s death or disability, termination by Chipotle for cause, or termination by the employee without good reason), or the employee gives Chipotle notice of resignation without good reason, in either case prior to the vesting date, the employee will automatically forfeit the retention bonus.
The foregoing description of the retention agreements with Messrs. Crumpacker and Hartung does not purport to be complete and is qualified in its entirety by reference to the full text of the retention agreements attached hereto as Exhibits10.1 and 10.2, which are incorporated herein by reference.
Item 5.02.Financial Statements and Exhibits.
Exhibit Index
CHIPOTLE MEXICAN GRILL INC ExhibitEX-10.1 2 cmg-20180112xex10_1.htm EX-10.1 exhibit 1.12.18_hartung Exhibit 10.1 January 5,…To view the full exhibit click here
About CHIPOTLE MEXICAN GRILL, INC. (NYSE:CMG)
Chipotle Mexican Grill, Inc., together with its subsidiaries operates Chipotle Mexican Grill restaurants. The Company’s Chipotle Mexican Grill restaurants serve a menu of burritos, tacos, burrito bowls (a burrito without the tortilla) and salads. The Company operates approximately 1,970 Chipotle restaurants throughout the United States, over 10 in Canada, seven in England, four in France and one in Germany. The Company’s restaurants include over 10 ShopHouse Southeast Asian Kitchen restaurants, serving Asian-inspired cuisine. The Company owned and operated approximately three Pizzeria Locale restaurants, a fast casual pizza concept, resulting in a totaling of approximately 2,010 restaurants. The Company sells gift cards which do not have an expiration date.
