SHAKE SHACK INC. (NYSE:SHAK) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Appointment of Chief Financial Officer

On April 28, 2017, the Board of Directors (the Board) of Shake
Shack Inc. (Shake Shack) appointed Tara Comonte to serve as its
Chief Financial Officer, effective as of a date in mid-June 2017
to be agreed upon by the parties (the Effective Date).

From October 2016 until the present, Ms. Comonte, 43, has served
as Chief Financial Business Affairs Officer and Executive Vice
President at Getty Images, a global digital media company, where
she is responsible for the companys global finance, enterprise
reporting analytics and investor relations functions, together
with real estate and facilities, as well as oversight of
information systems technology. Prior to that, Ms. Comonte served
as the Chief Financial Officer and Senior Vice President since
April 2013, where she managed the overall leadership and
strategic direction of all aspects of the companys global finance
function. Prior to that, Ms. Comonte served as the Chief
Financial Officer at McCann Worldgroup, the worlds largest
marketing communications business, since October 2010.

In connection with her appointment, Ms. Comonte entered into an
Employment Agreement (the Employment Agreement) with Shake Shack
and SSE Holdings, LLC (collectively, the Company). The term of
Ms. Comontes employment will be three years from the Effective
Date, subject to automatic one-year extensions; provided, that
neither party provides written notice of non-extension within 90
days of the expiration of the then-current term.

Ms. Comonte will receive an initial annual base salary of
$450,000. Ms. Comonte will be eligible to receive an annual
performance-based cash bonus based on a target bonus opportunity
of 50% of base salary, upon the attainment of individual and
Company performance goals established each year by the Board or
the compensation committee, with the opportunity to make up to
50% of base salary, upon exceeding such performance goals. For
fiscal 2017, Ms. Comonte will receive a cash bonus comprised of
(1) a guaranteed pro-rated portion of $225,000 based on her start
date, and (2) a non-guaranteed performance-based amount if the
Company exceeds its performance goals for the year, with the
opportunity to make up to 50% of the amount set forth in (1)
above. In addition, the Company will pay to Ms. Comonte as a
signing bonus (X) $250,000 plus (Y) an amount equal to the
difference between $225,000 and the guaranteed portion of the
bonus set forth in (1) above. Ms. Comonte also will be eligible
for annual equity awards, the form and terms of which will be
determined by the Board or the compensation committee in its
discretion. With respect to each of fiscal 2018, fiscal 2019,
fiscal 2020 and fiscal 2021, Ms. Comonte shall receive an annual
equity award comprised of restricted stock units for such number
of shares of the Companys Class A common stock as may be
determined based on an aggregate grant date fair value of
$500,000, as calculated on or as close in time as practicable to
each grant date. The restricted stock units shall vest, provided
that Ms. Comonte continues through the applicable vesting dates,
in five equal installments, beginning on the first anniversary of
each grant date and continuing on each of the following four year
anniversaries of such grant date. With respect to each of fiscal
2017, fiscal 2018, fiscal 2019, fiscal 2020 and fiscal 2021, Ms.
Comonte shall receive an annual equity award comprised of the
option to acquire shares of the Companys Class A common stock,
with the number of options to be granted in each fiscal year to
be determined as of each grant date by applying an accounting
value of $100,000 based on the black scholes model. The options
shall have an exercise price equivalent to the price of the
Companys Class A common stock on each grant date. The options
shall vest, provided that Ms. Comonte continues through the
applicable vesting dates, in five equal installments, beginning
on the first anniversary of each grant date and continuing on
each of the following four year anniversaries of such grant date.
With respect to year 2017, Ms. Comonte shall be granted an annual
equity award comprised of performance stock units payable in
restricted stock units representing the right to receive shares
of the Companys Class A common stock as may be determined based
on an aggregate grant date fair value of $150,000, as calculated
on or as close in time as practicable to the grant date. The
performance stock units are payable in restricted stock units
only to the extent the Company achieves total revenue and
adjusted EBITDA performance goals. Any restricted stock units
that are issued shall vest, provided that Ms. Comonte continues
through the applicable vesting dates, in three equal
installments, beginning on the first anniversary of the grant
date and continuing on each of the following two year
anniversaries of the grant date. The amount of restricted stock
units issued to Ms. Comonte is a percentage, ranging from zero to
125% of her restricted stock unit target and is based on the
Companys achievement of each performance goals target. In
addition, the Company will grant to Ms. Comonte as a signing
award restricted stock units for such number of shares of the
Companys Class A common stock as may be determined based on an
aggregate grant date fair value of $1,500,000, as calculated on
or as close in time as practicable to the grant date. The
restricted stock units shall vest, provided that Ms. Comonte
continues through the applicable vesting dates, in five equal
installments, beginning on the first anniversary of the grant
date and continuing on each of the following four year
anniversaries of such date.

The Employment Agreement provides for severance upon a
termination by the Company without cause or by Ms. Comonte for
good reason, in each case, subject to her execution and
non-revocation of a waiver and release of claims. In either such
event, Ms. Comonte will be entitled to severance consisting of
(a) continued base salary through the first anniversary of the
termination of her employment, (b) a prorated annual
performance-based cash bonus for the year of termination based on
actual individual and Company performance, (c) accelerated
vesting of a prorated portion of the annual equity awards that,
absent such termination, would have next vested following the
date of termination, such

amount to be based on the number of full (not partial) fiscal
months elapsed during the 12-month period between the previous
vesting date or, if none, the award date, and the date of
termination, and (d) reimbursement of a portion of any COBRA
premiums for a period of up to 12 months equal to the amount the
Company pays for the health insurance premiums of then-current
executive level employees.

Ms. Comonte will be subject to certain non-competition and
non-solicitation restrictions for a 12-month period after
termination of employment, during which time she may not compete,
directly or indirectly, with the Company in the business of
developing, managing, and/or operating of (a) “better burger”
restaurants, (b) “quick service” or “fast food” restaurants with
an emphasis on hamburgers, or (c) “fast casual” restaurants. No
severance payments or benefits described above shall be paid
following the first date that Ms. Comonte violates her
restrictive covenants; provided that, if employment is terminated
by the Company without cause or by Ms. Comonte for good reason,
Ms. Comonte may compete in the “fast casual” restaurant business
only during the restricted period without violating the
Employment Agreement, but she will not receive any severance
after the date that she began to compete in the “fast casual”
restaurant business.

There is no arrangement or understanding between Ms. Comonte and
any other persons or entities to which Ms. Comonte was appointed
to serve as Chief Financial Officer. Nor are there any related
party transactions between the Company and Ms. Comonte that would
require disclosure under Item 404(a) of Regulation S-K.

A copy of the employment agreement with Ms. Comonte is filed as
Exhibit 10.1 to this current report on Form 8-K. The above
summary of the Employment Agreement is qualified in its entirety
by reference to the Employment Agreement. In addition, Ms.
Comonte will execute the Companys form of indemnification
agreement, a copy of which has been filed as Exhibit 10.21 to the
Companys Registration Statement on Form S-1 filed with the U.S.
Securities and Exchange Commission on January 20, 2015.

A copy of the press release containing the announcement of Ms.
Comontes appointment is attached hereto as Exhibit 99.1 to this
current report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.