Form 8-K

8-K — Shake Shack Inc.

Accession: 0001104659-26-056664

Filed: 2026-05-07

Period: 2026-05-06

CIK: 0001620533

SIC: 5810 (RETAIL-EATING & DRINKING PLACES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2613751d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2613751d1_ex10-1.htm)

EX-99.1 — EXHIBIT 99.1 (tm2613751d1_ex99-1.htm)

GRAPHIC (tm261375d1_8kimg001.jpg)

GRAPHIC (tm261375d1_ex99-1img001.jpg)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2613751d1_8k.htm · Sequence: 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities

Exchange Act of 1934

May 6, 2026

Date of Report (Date of earliest event reported)

SHAKE SHACK INC.

(Exact name of registrant as specified in its charter)

Delaware

001-36823

47-1941186

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(IRS Employer

Identification No.)

225 Varick Street, Suite 301

New York, New York

10014

(Address of principal executive offices)

(Zip Code)

(646) 747-7200

(Registrant's telephone number, including area code)

Not applicable

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act

Title of each class

Trading symbol(s)

Name of each exchange on which

registered

Class A Common Stock, par value $0.001

SHAK

New York Stock Exchange

Indicate by check mark whether the registrant is

an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities

Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging

growth company ¨

If an emerging

growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any

new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02 Departure

of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 6, 2026, the Board of Directors (the “Board”)

of Shake Shack Inc. (“Shake Shack”) appointed Michelle Hook to serve as its Chief Financial Officer, effective as of

May 11, 2026 (the “Effective Date”). Ms. Hook will report to Robert Lynch, Shake Shack’s Chief Executive Officer,

and work closely with the current senior executive leadership team.

Since December 2020, Ms.

Hook, 51, served as the Chief Financial Officer of Portillo's Inc. In that role, Ms. Hook led finance, supply chain and information technology,

helped take the company public in 2021, and led efforts to create processes to support significant growth. Previously, Ms. Hook spent

more than 17 years at Domino's Pizza, Inc., where she most recently served as Vice President of Finance for global FP&A and investor

relations, and held various accounting and finance positions with increasing responsibilities since joining Domino’s Pizza in 2003.

Prior to joining Domino’s Pizza, Ms. Hook was with Holcim, one of the largest manufacturers and suppliers of cement around the world.

Ms. Hook began her career as a senior auditor at Arthur Andersen LLP. Ms. Hook holds an MBA from the University of Michigan and a B.A.

in accounting from Michigan State University, and is a certified public accountant.

In connection with her appointment, Ms. Hook entered

into an Employment Agreement (the “Employment Agreement”) with Shake Shack and its subsidiaries SSE Holdings, LLC and

Shake Shack Enterprises, LLC (together with Shake Shack, the “Company”). All capitalized terms used but not defined

in this Form 8-K shall be as set forth in the Employment Agreement. The term of Ms. Hook’s employment will be 1 year from the Effective

Date, subject to automatic 1-year extensions unless either party gives notice of non-extension no later than 90 days prior to the expiration

of the then-applicable term.

Ms. Hook will receive an initial annual base salary

of $625,000, subject to annual review. Ms. Hook will be eligible to receive an annual bonus as determined by the Board (or the Board’s

Compensation Committee), based on an annualized target bonus opportunity of 100% of her annual base salary, payable upon the attainment

of Company performance goals established each fiscal year by the Board (or the Compensation Committee), with the opportunity to make up

to 200%, on an annualized basis, of her annual base salary, if such performance goals are exceeded. For fiscal 2026, the annual bonus

for which Ms. Hook is eligible shall be pro-rated from the Effective Date. Commencing in fiscal 2027, Ms. Hook will be eligible to receive

an annual equity award, with such 2027 award currently expected to have a minimum grant date fair value targeted at $900,000.

Ms. Hook will receive a signing cash award equal

to $300,000, subject to repayment if Ms. Hook is terminated by the Company for Cause or resigns without Good Reason within 12 months following

the date on which the cash award is paid. In addition, on July 15, 2026, Ms. Hook will receive a signing equity award comprised of restricted

stock units representing the right to receive shares of the Company’s Class A common stock as may be determined based on an aggregate

grant date fair value of $1,200,000 as calculated using the closing stock price of the common stock on the award date. Provided that Ms.

Hook remains employed through the applicable vesting date, the restricted stock units will vest in 3 equal installments on each of the

first, second, and third anniversaries of the award date. To support her relocation, the Company will reimburse Ms. Hook’s relocation

expenses up to $50,000.

The Employment Agreement provides for severance

upon a termination by the Company without Cause or by Ms. Hook 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. Hook will be entitled to severance consisting of (a) continued payment of

her base salary through the 12-month anniversary of the termination of her employment, (b) a pro rata portion of the annual cash bonus

for the year of termination based on actual Company performance, and (c) 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 employees.

Ms. Hook will be subject to certain non-competition

and non-solicitation restrictions for a 12-month period following termination of employment.

There is no arrangement or understanding between

Ms. Hook or any other persons or entities pursuant to which Ms. Hook was appointed to serve as Chief Financial Officer. Ms. Hook does

not have any family relationship with the Company’s executive officers or directors nor are there any related party transactions

between the Company and Ms. Hook that would require disclosure under Item 404(a) of Regulation S-K.

A copy of the employment agreement with Ms. Hook

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. Hook will execute the Company’s standard indemnification agreement, the

form of which is included as Exhibit 10.6 to the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange

Commission on February 26, 2026.

Item 7.01 Regulation FD Disclosure

A copy of the press release containing the announcement

of Ms. Hook’s appointment is attached hereto as Exhibit 99.1 to this current report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1

Employment Agreement, effective May

11, 2026, by and among Michelle Hook, Shake Shack Inc., SSE Holdings, LLC, and Shake Shack Enterprises, LLC

99.1

Press Release, dated May

7, 2026, announcing appointment of Michelle Hook to serve as the Chief Financial Officer of the Company

104

Cover Page Interactive Data

File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

Shake Shack Inc.

(Registrant)

Dated: May 7, 2026

By:

/s/ Ronald Palmese, Jr.

Ronald Palmese, Jr.

Chief Legal Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2613751d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

EXECUTION COPY

Employment Agreement

This Employment

Agreement (the “Agreement”), dated as of May 4, 2026, but effective as of May 11, 2026 (the “Effective Date”),

is by and between Michelle Hook, on the one hand (“Executive”), and each of Shake Shack Inc., a corporation organized

under the laws of the State of Delaware (“Pubco”), SSE Holdings, LLC, a limited liability company organized under the

laws of the State of Delaware (the “Partnership”), and Shake Shack Enterprises, LLC, a limited liability company organized

under the laws of the State of New York, on the other hand (“Enterprises” and, together with Pubco and the Partnership,

collectively, the “Company”).

RECITALS

WHEREAS, Executive has been appointed Chief Financial Officer

as of the Effective Date; and

WHEREAS, in connection with

such appointment, the parties desire to enter into this Agreement to reflect the terms of Executive’s employment.

NOW, THEREFORE,

in consideration of the foregoing, and for other good and valuable consideration, including the respective covenants and agreements set

forth below, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree, effective as of the Effective Date,

as follows:

1. Certain Definitions

(a) “Accrued Obligations” shall have the meaning set forth in

Section 5(a).

(b)

“Affiliate” shall mean, with respect to any Person, any other Person directly

or indirectly controlling, controlled by, or under common control with, such Person where “control” shall have the meaning

given such term under Rule 405 of the Securities Act of 1933, as amended from time to time.

hereto.

(d) “Annual Base Salary” shall have the meaning set forth in

Section 3(a).

(e) “Annual Bonus” shall have the meaning set forth in Section

3(b).

(f) “Annual Equity Award” shall have the meaning set forth in

Section 3(c).

(g) “Benefits” shall have the meaning set forth in Section

20(d).

(h) “Board” shall mean the Board of Directors of Shake Shack

Inc.

(i)

“Business” shall mean the business of developing, managing, and/or operating of

(i) “better burger” restaurants, (ii) “quick service” or “fast food” restaurants with an emphasis

on hamburgers, and (iii) fast casual restaurants (i.e., restaurants that do not offer table service but promise a higher quality of food

with fewer frozen or processed ingredients than a fast food restaurant; e.g., Chipotle Mexican Grill, Culvers and Panera).

(j)                 The

Company shall have “Cause” to terminate Executive’s employment hereunder upon: (i) the willful misconduct,

gross negligence or an act of dishonesty of Executive with regard to the Company or any of its Affiliates, which in either case,

results in or could reasonably be expected to result in material harm to the Company or such Affiliate; (ii) the willful and

continued failure of Executive to attempt to perform her duties with the Company or any of its Affiliates (other than any such

failure resulting from Executive’s Disability), which failure is not remedied within thirty (30) days after receiving written

notice thereof; (iii) the conviction of Executive of (or the plea by Executive of guilty or nolo contendere to) any felony

involving moral turpitude (other than traffic related offenses or as a result of vicarious liability); or (iv) a material breach by

Executive of any material provision of this Agreement, which breach is not remedied within ten (10) days after receiving written

notice thereof.

(k) “Claims” shall have the meaning set forth in Section

8(a).

(l) “COBRA” shall have the meaning set forth in Section 5(b)(iii).

(m) “Code” shall mean the Internal Revenue Code of 1986, as

amended.

(n) “Company” shall have the meaning set forth in the preamble

hereto.

(o)

“Confidential Information” shall mean confidential, proprietary, and personal

information about the Company, its partners and owners, and its customers and patrons. Such confidential, proprietary, and personal information

includes but is not limited to information concerning the personal and financial affairs of the Company’s partners and owners as

well as the Company’s business, financial condition, operations, assets and liabilities, research and development, marketing and

public relations strategies, formulas, programs, systems of operations, recipes, ingredient lists, identification of suppliers and resources

for goods and services, information regarding the needs, preferences, electronic mail addresses, names and telephone numbers of Company

customers and guests, customer and guest lists, employee information, training manuals and videos, written procedures integral to the

Company’s day-to-day operations, trade secrets, sales, products, services, accounts, purchasers of Company products, marketing,

packaging, merchandising, distribution, manufacturing, finance, financial data, technology, intellectual property, including patents,

design patents, trademarks, trade dress, copyrights, strategies, business structures, operations or ventures or other business affairs

or plans, or information relating to existing or contemplated businesses, products and/or services of the Company, and any other information

which the Company does not disclose to third parties not in a relationship of confidence with the Company.

(p)

“Date of Termination” shall mean (i) if Executive’s employment is terminated

due to Executive’s death, the date of Executive’s death; (ii) if Executive’s employment is terminated due to Executive’s

Disability, the date determined pursuant to Section 4(a)(ii); or (iii) if Executive’s employment is terminated pursuant to

Section 4(a)(iii)-(vi), either the date indicated in the Notice of Termination or the date specified by the Company pursuant to

Section 4(b), whichever is earlier.

(q)

“Disability” shall mean Executive’s inability to engage in any substantial

gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that

can be expected to last for a continuous period of not less than twelve (12) months.

(r) “Effective Date” shall have the meaning set forth in the

recitals hereto.

(s) “Executive” shall have the meaning set forth in the preamble

hereto.

(t) “Excise Tax” shall have the meaning set forth in Section

20(d).

(u) “Extension Term” shall have the meaning set forth in Section

2(b).

(v) “Full Payment” shall have the meaning set forth in Section

20(d).

(w)             Executive

shall have “Good Reason” to terminate Executive’s employment hereunder after the occurrence of one or more

of the following conditions without Executive’s consent: (i) any material adverse change by the Company in the Annual Base

Salary, position, duties, responsibilities, authority, title or reporting obligations, or the assignment of duties to Executive by

the Company that are materially inconsistent with Executive’s position; (ii) a relocation of Executive’s principal

business location in New York City, NY by more than fifty (50) miles from its then current location; or (iii) any other material

breach by the Company of this Agreement or any other agreement with Executive. Notwithstanding the foregoing, no termination for

Good Reason will be effective unless: (A) Executive provides the Company with at least thirty (30) days prior written notice of her

intent to resign for Good Reason (which notice must be provided within sixty (60) days following the occurrence of the event(s)

purported to constitute Good Reason); and (B) the Company has not remedied the alleged violation(s) within the thirty (30)-day

period; in which event Executive’s resignation shall become effective on the thirtieth (30th) day following the

Company’s receipt of written notice.

(x) “Incentive Award Plan” shall have the meaning set forth

in Section 3(c).

(y) “Initial Term” shall have the meaning set forth in Section

2(b).

(z) “Notice of Termination” shall have the meaning set forth

in Section 4(b).

(aa)      “Person”

shall mean any individual, natural person, corporation (including any non-profit corporation), general partnership, limited partnership,

limited liability partnership, joint venture, estate, trust, company (including any company limited by shares, limited liability company

or joint stock company), incorporated or unincorporated association, governmental authority, firm, society or other enterprise, organization

or other entity of any nature.

(bb)       “Reduced Payment” shall

have the meaning set forth in Section 20(d).

(cc)        “Release” shall have the meaning set forth in Section

5(b).

(dd)       “Release Expiration Date”

shall have the meaning set forth in Section 20(c).

(ee)        “Restricted Area” shall have the meaning set forth

in Section 6(b).

(ff)          “Rules” shall have the meaning

set forth in Section 8(a).

(gg)       “Section

409A” shall mean Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance issued

thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date.

(hh)        “Severance

Period” shall mean the period beginning on the Date of Termination and ending on the date that is twelve (12) fiscal months

following the date of Termination.

(ii)           “Signing

Cash Award” shall have the meaning set forth in Section 3(d).

(jj)           “Signing

Restricted Stock Unit Award” shall have the meaning set forth in Section

3(e).

(kk)          “Target Bonus Opportunity”

shall have the meaning set forth in Section 3(b).

(ll)             “Term” shall have the meaning set forth in Section

2(b).

2. Employment

(a)

In General. The Company shall employ Executive under this Agreement and Executive shall remain

in the employ of the Company under this Agreement, for the period set forth in Section 2(b), in the position set forth in Section

2(c), and upon the other terms and conditions herein provided.

(b)

Term of Employment. The initial term of employment under this Agreement (the “Initial

Term”) shall be for the period beginning on the Effective Date and ending on the first (1st) anniversary thereof,

unless earlier terminated as provided in Section 4. The Initial Term shall automatically be extended for successive one-year periods

(each, an “Extension Term” and, collectively with the Initial Term, the “Term”), unless either party

hereto gives notice of non-extension of the Term to the other no later than ninety (90) days prior to the expiration of the then-applicable

Term.

(c)

Position and Duties. During the Term, Executive: (i) shall serve as Chief Financial Officer

of the Company, with responsibilities, duties and authority customary for such position; (ii) shall report directly to the Chief Executive

Officer; (iii) shall devote substantially all Executive’s working time and efforts to the business and affairs of the Company; and

(iv) agrees to observe and comply with the Company’s rules and policies as adopted by the Company from time to time. The parties

acknowledge and agree that Executive’s duties, responsibilities and authority may include services for one or more Affiliates of

the Company.

(d)

Work Location. Executive shall work primarily from the Company’s New York City, NY office.

3. Compensation and Related Matters

(a)

Annual Base Salary. During the Term, Executive shall receive a base salary at a rate of Six

Hundred Twenty-Five Thousand U.S. Dollars (US$625,000.00) per annum, as adjusted, which shall be paid in accordance with the customary

payroll practices of the Company (the “Annual Base Salary”). Executive’s Annual Base Salary shall be reviewed

annually in connection with Executive’s annual performance review. The annual review of Executive’s Annual Base Salary will

consider both Executive’s and the Company’s performance. Any adjusted salary then shall become Executive’s Annual Base

Salary.

(b)

Annual Bonus. With respect to each Company fiscal year that commences during the Term, Executive

shall be eligible to receive an annual performance-based cash bonus (the “Annual Bonus”) based on an annualized target

bonus opportunity of One Hundred Percent (100.0%) of the Annual Base Salary (the “Target Bonus Opportunity”), which

shall be payable based upon the attainment of Company performance goals established each fiscal year by the Board (or the

Compensation Committee thereof),

with the opportunity to make up to Two Hundred Percent (200.0%), on an annualized basis, of the Target Bonus Opportunity, which shall

be payable if the Company exceeds such performance goals. Each such Annual Bonus shall be payable on, or at such date as is determined

by the Board within 120 days following, the last day of the fiscal year with respect to which it relates. Except as provided in Section

5, notwithstanding any other provision of this Section 3(b), no bonus shall be payable with respect to any fiscal year unless

Executive remains continuously employed with the Company during the period beginning on the Effective Date and ending on the applicable

bonus payment date. The Annual Bonus for which Executive shall be eligible for fiscal 2026 shall be pro-rated from the Effective Date.

(c)

Annual Equity Awards. With respect to each Company fiscal year commencing in fiscal year 2027,

Executive shall be eligible to receive an annual equity compensation award (each such award, an “Annual Equity Award”),

currently with a minimum target value of Nine Hundred Thousand U.S. Dollars (US$900,000.00). Each Annual Equity Award shall be subject

to the terms of the Shake Shack Inc. 2025 Incentive Award Plan, as amended and restated, and as it may be further amended, or its successor

plan (the “Incentive Award Plan”), and shall be set forth in one or more written award agreements between the Company

and Executive. Executive agrees and acknowledges that the future grant of equity awards, if any, and the terms and conditions of such

equity awards, shall be subject to the sole discretion of the Board (or the Compensation Committee thereof).

(d)

Signing Cash Award. Executive shall be entitled to receive a cash award (the “Signing

Cash Award”) equal to Three Hundred Thousand U.S. Dollars (US$300,000.00), less applicable withholdings. The Signing Cash Award

shall be payable within fourteen (14) days following the Effective Date; provided, however, that in the event Executive

is terminated for Cause or resigns without Good Reason prior to the first (1st) anniversary of the date on which the Signing

Cash Award is paid, Executive shall repay to the Company the total value of the Signing Cash Award within thirty (30) days of the Date

of Termination. Executive further authorizes the Company to deduct from any wages owed to Executive any amount owed to the Company hereunder.

(e)

Signing Restricted Stock Unit Award. On June

15, 2026, Executive shall be granted restricted stock units for such number of shares of the Company’s Class A common stock as

may be determined based on an aggregate grant date fair value of One Million Two Hundred Thousand U.S. Dollars (US$1,200,000.00), as

calculated using the closing stock price on the award date (the “Signing Restricted Stock Unit Award”). Provided that

Executive remains employed by the Company through the applicable vesting dates, and except as otherwise provided for in this Agreement,

the Signing Restricted Stock Unit Award shall vest in three (3) equal installments on each of the first (1st), second (2nd),

and third (3rd) anniversaries of the award date.

(f)

Benefits. During the Term, Executive shall be eligible to participate in employee benefit

plans, programs and arrangements of the Company in accordance with their terms, as in effect from time to time, including Health, Dental,

and Vision insurance plans (available on the 91st day after the Effective Date) and the 401(k) plan (available as of 90 days

following the Effective Date), and as are generally provided by the Company to its senior executive officers. In addition, during the

portion of the Term beginning on the Effective Date and such date that Executive is eligible to participate in the Company’s Health,

Dental, and Vision insurance plans, the Company shall reimburse Executive for the equivalent of the monthly employer portion of health

care coverage costs that the Company pays for the Company’s other senior executive officers; provided that Executive submits to

the Company evidence of Executive’s payments to the COBRA administrator.

(g)

Vacation; Holidays. During the Term, Executive shall be entitled to paid time off each full

calendar year in accordance with the Company’s Paid Time Off Policy. As of the Effective Date, Executive shall be eligible to accrue

hours for the equivalent of eighteen (18) days of paid time off each fiscal year. Any vacation shall be taken at the reasonable and mutual

convenience of the Company and Executive. Holidays shall be provided in accordance with Company policy, as in effect from time to time.

(h) Business Expenses; Housing & Housing Expenses.

(i)

During the Term, the Company shall reimburse Executive for all reasonable, documented, out-of-pocket

travel and other business expenses incurred by Executive in the performance of Executive’s duties to the Company in accordance with

the Company’s Travel and Expense policy, as in effect from time to time.

(ii)

No later than October 1, 2026, Executive shall maintain a residence withing New York City, NY or within a reasonable commuting distance,

as determined by Shake Shack in its sole discretion. To support Executive’s relocation, the Company will reimbursed Executive for

reasonable, documented expenses associated with securing such residence, including but not limited to lease break fees, broker fees, and

customary apartment search costs, up to Fifty Thousand U.S. Dollars (US$50,000.00), subject to applicable tax withholdings. Except as

expressly set forth above, Executive shall be sole responsible for all costs associated with Executive’s residence, including but

not limited to rent, utilities, and any ongoing housing-related expenses.

(i)            Indemnification.

During the Term and for so long thereafter as liability exists with regard to Executive’s activities during the Term on behalf of

the Company, the Company shall indemnify, defend, and hold harmless Executive (other than in connection with Executive’s gross negligence

or willful misconduct) in accordance with the Company’s customary indemnification policies and procedures which are applicable to

the Company’s officers and directors.

4.                       Termination. During the Term, Executive’s employment

hereunder may be terminated by the Company or Executive, as applicable, without any breach of this Agreement only under the following

circumstances:

(a) Circumstances

(i)             Death.           Executive’s

employment hereunder shall terminate upon Executive’s death.

(ii)            Disability.     If

Executive incurs a Disability, the Company may give Executive written notice of its intention to terminate Executive’s employment.

In that event, Executive’s employment with the Company shall terminate, effective on the later of the thirtieth (30th)

day after receipt of such notice by Executive or the date specified in such notice; provided that, within the thirty (30)-day

period following receipt of such notice, Executive shall not have returned to full- time performance of Executive’s duties hereunder.

(iii)

Termination for Cause.      The Company may terminate Executive’s employment for Cause.

(iv)

Termination without Cause. The Company may terminate Executive’s employment without

Cause.

(v)

Resignation for Good Reason. Executive may resign from Executive’s employment for Good

Reason.

(vi)

Resignation without Good Reason.       Executive

may resign from Executive’s employment without Good Reason.

(b)

Notice of Termination. Any termination of Executive’s employment by the Company or

by Executive under this Section 4 (other than a termination pursuant to Section 4(a)(i) above) shall be communicated by

a written notice to the other party hereto (a “Notice of Termination”): (i) indicating the specific termination provision

in this Agreement relied upon, (ii) setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination

of Executive’s employment under the provision so indicated (except with respect to a termination pursuant to Sections 4(a)(iv)

or (vi), for which no detail is necessary), and (iii) specifying a Date of Termination which, if submitted by Executive, shall

be at least thirty (30) days following the date of such notice with respect to a termination pursuant to Section 4(a)(v) or ninety

(90) days following the date of such notice with respect to a termination pursuant to Section 4(a)(vi); provided, however,

that a Notice of Termination delivered by the Company pursuant to Section 4(a)(ii) shall not be required to specify a Date of

Termination, in which case the Date of Termination shall be determined pursuant to Section 4(a)(ii); provided  further,

that, notwithstanding the foregoing, in the event that Executive delivers a Notice of Termination to the Company, the Company may, in

its sole discretion, accelerate the Date of Termination to any date that occurs following the date of Company’s receipt of such

Notice of Termination (even if such date is prior to the date specified in such Notice of Termination). A Notice of Termination submitted

by the Company (other than a Notice of Termination under Section 4(a)(ii)) may provide for a Date of Termination on the date Executive

receives the Notice of Termination, or any date thereafter elected by the Company in its sole discretion. The failure by the Company

or Executive to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Cause or Good Reason

shall not waive any right of the Company or Executive hereunder or preclude the Company or Executive from asserting such fact or circumstance

in enforcing the Company’s or Executive’s rights hereunder. Notwithstanding the foregoing, a termination pursuant to Section

4(a)(iii) shall be deemed to occur if following Executive’s termination of employment for any reason the Company determines

that circumstances existing prior to such termination would have entitled the Company to terminate Executive’s employment pursuant

to Section 4(a)(iii) (disregarding any applicable cure period).

5. Company Obligations Upon Termination of Employment

(a)

In General. Upon a termination of Executive’s employment for any reason, Executive

(or Executive’s estate) shall only be entitled to receive: (i) any portion of Executive’s Annual Base Salary through the

Date of Termination not theretofore paid, (ii) any expenses owed to Executive under Section 3(h), (iii) any accrued but unused

time off pay owed to Executive pursuant to Section 3(g), subject to the Company’s Paid Time Off policy and (iv) any amount

arising from Executive’s participation in, or benefits under, any employee benefit plans, programs or arrangements under Section

3(f), which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs or arrangements

(the “Accrued Obligations”). Except as otherwise set forth in Section 5(b) below, the payments and benefits

described in this Section 5(a) shall be the only payments and benefits payable in the event of Executive’s termination of

employment for any reason.

(b)

Termination without Cause or for Good Reason. In the event of Executive’s termination

of employment by the Company without Cause pursuant to Section 4(a)(iv) or by Executive for Good Reason pursuant to Section

4(a)(v), in addition to the Accrued Obligations described in Section 5(a) above, the Company shall, subject to Section 20

and Section 5(c) and subject to Executive’s execution and non-revocation of a waiver and release of claims agreement in the

Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c):

(i)

Continue to pay to Executive Annual Base Salary during the Severance Period in accordance with the

Company’s regular payroll practice as of the Date of Termination;

(ii)

Pay to Executive an amount equal to the (A) the amount of the Annual Bonus that would have been payable

to Executive pursuant to Section 3(b) if Executive was still employed as of the applicable bonus payment date in respect of the

fiscal year in which the Date of Termination occurs, multiplied by (B) the ratio of (x) the number of full months elapsed during

the fiscal year during which such termination of employment occurs on or prior to the Date of Termination, to (y) twelve (12). Any amount

payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Employee in accordance

with Section 3(b) as if Executive was still employed on the applicable bonus payment date, but in no event earlier than January

1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs.

In any fiscal

year, in the event the Date of Termination occurs prior to the applicable bonus payment date for the prior fiscal year, Executive shall

be entitled to receive an Annual Bonus with respect to the prior fiscal year in accordance with the terms set forth in Section 3(b)

as if Executive was still employed on the applicable bonus payment date, but in no event prior to the applicable bonus payment date for

such prior fiscal year;

(iii)

If, during the Severance Period, Executive elects to continue coverage under the Company’s

group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”),

continue coverage for Executive and any eligible dependents under the Company group health benefit plans in which Executive and any dependents

were entitled to participate immediately prior to the Date of Termination. In the event Executive elects to continue with COBRA coverage,

provided, that Executive timely submits to the Company evidence of Executive’s payments made to the COBRA administrator,

the Company will reimburse Executive for the Company’s share of the premiums associated therewith in an amount equal to what the

Company pays for the health insurance premiums of other senior executive officers at the Company. The COBRA health continuation period

under Section 4980B of the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iii);

provided, however, that in the event Executive obtains other employment that offers group health benefits, such continuation

of COBRA coverage by the Company under this Section 5(b)(iii) shall immediately cease.

(iv)

As of the Date of Termination, the Company shall, at its expense, provide Executive with outplacement

services from one or more organizations that are then offered by the Company from time to time for up to six (6) months from the Date

of Termination or until employment is obtained, whichever occurs first.

(c)

Breach of Restrictive Covenants. Notwithstanding any other provision of this Agreement, no

payment or benefit shall be made or provided pursuant to Section 5(b) following the

date Executive first violates any of the restrictive covenants

set forth in Section 6 or any other written agreement between Executive and the Company or any of its Affiliates.

(d)

Complete Severance. The provisions of this Section 5 shall supersede in their entirety

any severance payment or benefit obligations to Executive pursuant to the provisions in any severance plan, policy, program or other arrangement

maintained by the Company.

Restrictive Covenants. In consideration for the potential

payments to Executive hereunder, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,

Executive agrees to the following:

(a)

Confidentiality. Executive shall not, at any time during the Term or at any time thereafter,

directly or indirectly, use for the benefit of himself or any third party or disclose to any Person, firm, company or other entity (other

than the Company or any of its Affiliates) any Confidential Information without the prior written consent of the Company, except (i) as

required in the performance of her duties to the Company and its Affiliates, (ii) to the extent that Executive is required by law, subpoena

or court order to disclose any Confidential Information (provided that in such case, Executive shall (1) provide the Company with the

earliest notice possible that such disclosure is or may be required, (2) reasonably cooperate with the Company and its Affiliates, at

the Company’s expense, in protecting, to the maximum extent legally permitted, the confidential or proprietary nature of such Confidential

Information and (3) disclose only that Confidential Information which he is legally required to disclose), (iii) disclosing information

that has been or is hereafter made public through no act or omission of Executive in violation of this Agreement or any other confidentiality

obligation or duty owed to the Company or its Affiliates, (iv) disclosing information and documents to her attorney or tax adviser for

the purpose of securing legal or tax advice (provided that such Persons agree to keep such information confidential) or (v) disclosing

only the post- employment restrictions in this Agreement in confidence to any potential new employer. Executive shall take all actions

necessary to protect the integrity of the business plans, customer lists, statistical data and compilations, agreements, contracts, manuals

or other materials, in whatever form, of the Company and its Affiliates that contain Confidential Information, and upon the termination

of Executive’s employment, Executive agrees that all Confidential Information in her possession or under her control, directly or

indirectly, that is in writing, computer generated or other tangible form (together with all duplicates thereof) will forthwith be returned

to the Company and will not be retained by Executive or furnished to any Person, either by sample, facsimile, film, audio or video cassette,

electronic data, verbal communication or any other means of communication. Executive agrees that the provisions of this Section 6

are reasonable and necessary to protect the proprietary rights of the Company and its Affiliates in the Confidential Information and trade

secrets, goodwill and reputation. In addition, the terms and conditions of this Agreement shall remain strictly confidential, and Executive

shall not disclose the terms and conditions hereof to any Person, other than immediate family members, legal advisors or personal tax

or financial advisors, provided that each such Person agrees to keep such terms and conditions confidential.

(b)

Non-Competition. Executive shall not, during the Term and for a period of time after Executive’s

Date of Termination equal to twelve (12) months, directly or indirectly, whether for himself or on behalf of any other Person, engage

in, own, manage, operate, advise, provide financing to, control or participate in the ownership, management or control of, or be connected

as an officer, employee, partner, director, or otherwise with, or have any financial interest (whether as a stockholder, director, officer,

partner, consultant, proprietor, agent or otherwise) in, or aid or assist anyone else in the conduct of, any Business that competes, directly

or indirectly, with the Company or any of its

Affiliates in the Business or is

otherwise engaged in activities competitive with the Company or any of its Affiliates in the Business, in any jurisdiction in the United

States of America or any other country in the world where the Company or any of its Affiliates are then engaged in the Business (the “Restricted

Area”). The Business of any of the Company’s licensed or franchise partners, whether now or in the future, shall be deemed

competitive with the Company or any of its Affiliates in the Business. Executive agrees that the restrictions set forth in this Section

6(b) shall apply to any business (not only the Business) of the Company’s licensed or franchised partners.

Executive agrees

that the Restricted Area is reasonable taking into consideration the nature and scope of the operations of the Company and its Affiliates

in the Business and Executive’s role in such operations. It shall not be a violation of this Section 6(b) for Executive to

own less than 1% of the outstanding shares of a corporation that is engaged in the Business whose shares are listed on a national stock

exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers.

(c)

Non-Solicitation. Executive shall not, during the Term and for a period time after Executive’s

Date of Termination equal to twelve (12) months, either directly or indirectly, and whether for himself or on behalf of any other Person;

(i) seek to persuade any employee or consultant of the Company or any of its Affiliates to discontinue or diminish his or her status or

employment therewith or seek to persuade any employee, former employee (who was employed by the Company or any of its Affiliates at any

time during the 12-month period prior to the termination of Executive’s employment with the Company), or exclusive consultant of

the Company or any of its Affiliates to become employed or to provide consulting or contract services to a business competitive with the

Company or its Affiliates in the Business; (ii) solicit, employ or engage, or cause to be solicited, employed, or engaged, any person

who is or was employed by the Company or any of its Affiliates at any time during the 12-month period prior to the termination of Executive’s

employment with the Company; or (iii) solicit, encourage, or induce any contractor, agent, client, customer, supplier, or the like of

the Company or any of its Affiliates to terminate or diminish its/his relationship with, the Company or any of its Affiliates, or to refrain

from entering into a relationship with the Company or any of its Affiliates, including, without limitation, any prospective contact, contractor,

agent, client, customer, or the like of the Company or any of its Affiliates; provided, however, that the foregoing shall

not prohibit Executive from placing any general advertisements for employees so long as such general advertisements are not directed to

any employees of the Company or any of its Affiliates (provided that Executive may not, during the time periods set forth in this Section

6(c), hire or engage any such Person who responds to such general advertisement).

(d)

Non-Disparagement. Executive agrees not to disparage the Company, any of its products or practices,

or any of its directors, officers, agents, representatives, partners, members, equity holders or Affiliates, either orally or in writing,

at any time, and the Company agrees to instruct its directors and officers as of the Date of Termination not to disparage Executive, either

orally or in writing, at any time; provided that Executive, the Company and the Company’s directors and officers may confer

in confidence with their respective legal representatives and make truthful statements as required by law.

(e)

Return of Company Property. On the date of Executive’s termination of employment with

the Company for any reason, Executive shall return all property belonging to the Company or its Affiliates (including, but not limited

to, any Company-provided laptops, computers, cell phones, wireless electronic mail devices or other equipment, or documents and property

belonging

to the Company). Executive may retain her rolodex and similar

books, provided that such items only include contact information.

(f)                  Remedies.

In addition to whatever other rights and remedies the Company and its Affiliates may have at equity or in law (including, without

limitation, the right to seek monetary damages), if Executive breaches any of the provisions contained in this Section 6, (i)

the Company shall have the right immediately to terminate Executive’s right to any amounts payable under this Agreement and

(ii) the Company and its Affiliates shall have the right to injunctive relief, without the requirement to prove actual damages or to

post any bond or other security, and to obtain the costs and reasonable attorneys’ fees they incur in enforcing their rights

under this Agreement. Executive acknowledges that (A) her breach of this Section 6 would cause irreparable injury to the

Company and/or its Affiliates, (B) money damages alone would not provide an adequate remedy for the Company or its Affiliates, (C)

her services to the Company are special, unique and extraordinary, and (D) the restrictions in this Section 6 (x) are

no greater than required to protect the Company’s legitimate protectable interests (including, without limitation, the

Confidential Information and the Company’s goodwill), (y) do not impose undue hardship on Executive, and (z) are reasonable in

duration and geographic scope. Executive further acknowledges that (I) any breach or claimed breach of the provisions set forth in

this Agreement shall not be a defense to enforcement of the restrictions set forth in this Section 6 and (II) the

circumstances of Executive’s termination of employment with the Company shall have no impact on her obligations under this Section

(g)

Blue Pencil. In the event the terms of this Section 6 shall be determined by any court

of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical

area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time

for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all

other respects as to which it may be enforceable, all as determined by such court in such action.

(h)

Tolling During Periods Of Breach. Executive and the Company agree and intend that Executive’s

obligations under this Section 6 be tolled during any period that Executive is in breach of any of the obligations under this Section

6, so that the Company and each Affiliate of the Company are provided with the full benefit of the restrictive periods set forth herein.

(i)

Third Party Beneficiary. The Company and each Affiliate of the Company are intended third

party beneficiaries of the terms of this Section 6 and shall have the right to enforce the provisions of this Section 6

as if they were a party hereto.

(j)

Survival. Executive’s obligations under this Section 6 shall survive the termination

of this Agreement and the termination of her employment with the Company.

Assignment and Successors. The Company may assign

its rights and obligations under this Agreement to any entity, including any successor to all or substantially all the assets of the Company,

by merger or otherwise, and may assign or encumber this Agreement and its rights hereunder as security for indebtedness of the Company

and its Affiliates. Executive may not assign Executive’s rights or obligations under this Agreement to any individual or entity.

This Agreement shall be binding upon and inure to the benefit of the Company, Executive and their respective successors, assigns, personnel

and legal representatives, executors, administrators, heirs, distributees, devisees, and legatees, as applicable.

8. Dispute Resolution.

(a)

Executive and the Company agree that any claim, dispute, or controversy arising between them, including

but not limited to all issues and questions concerning the application, construction, validity, interpretation and enforcement of this

Agreement (collectively, “Claims”), shall be resolved by final and binding arbitration, pursuant to the Federal Arbitration

Act, by JAMS in accordance with its Employment Arbitration Rules & Procedures (or any successor rules and procedures then in effect

for employment disputes) (“Rules”). Both the Company and Executive shall have the right to be represented by counsel

of their choosing (at their own expense) and shall be entitled to adequate discovery prior to the arbitration as determined by the arbitrator,

who shall be selected in accordance with the Rules. Any such arbitration shall take place in New York, New York, unless otherwise mutually

agreed upon by Executive and the Company. To the extent the rules of JAMS differ from the terms of this Agreement, the terms of this Agreement

shall govern.

(b)                Executive

understands and agrees that the procedures outlined in this Agreement will be the exclusive means of redress for any disputes

relating to or arising from Executive’s employment with the Company (or Executive’s termination), whether such disputes

are initiated by Executive or the Company. The claims covered by this provision include, but are not limited to: (i) claims for

wages or other compensation, including such claims due to breach of any contract or covenant (express or implied); (ii) tort claims,

including claims for damages or personal injury; (iii) claims for benefits (except where an employee benefit or pension plan

specifies that its claims procedures shall culminate in an arbitration procedure different from this one); and (iv) claims for

violation of any federal, state, or local law, statute, regulation, or ordinance, or the common law. The arbitrator shall apply the

substantive law of the state in which the Claim arose or federal law, or both, as applicable to the Claim asserted. The following

claims are not covered by this Section 8 arbitration provision: claims for: (i) workers’ compensation; (ii)

unemployment compensation benefits; (iii) pre- dispute claims under the Dodd-Frank Act; and (iv) to the extent that the Federal

Arbitration Act, 9 U.S.C. § 1 et seq., does not preempt New York State Senate Bill S7507C and/or New York Civil Practice

Law and Rules Section 7515, claims for sexual harassment. A request for arbitration must be submitted within the applicable statute

of limitations period under the federal, state, or local law governing the Claim at issue; otherwise, the Claim shall be void and

deemed waived. The Federal Rules of Evidence shall apply to the arbitration proceeding.

(c)

Executive and the Company understand and acknowledge that, by entering into this Agreement, Executive

and the Company are waiving their respective rights to a trial by jury and to have any Claims adjudicated by a court or jury. Executive

and the Company agree that the arbitrator’s award will be final and binding on both parties and understand that their ability to

appeal the arbitrator’s written decision is strictly limited under the Federal Arbitration Act. Each party will have the right to

request that the arbitrator issue a written decision that memorializes the essential findings of fact and law and the conclusions upon

which the arbitrator’s decision and the award, if any, are based. The arbitrator shall be empowered to award either party any remedy

at law or equity to which the party otherwise would have been entitled had the matter been litigated in court, including, but not limited

to, general, special, and punitive damages, injunctive relief, costs and attorneys’ fees; provided, however, that the authority

to award any remedy is subject to whatever limitations, if any, exist in the applicable law on such remedies. The arbitrator shall have

no jurisdiction to issue any award contrary to or inconsistent with the law, including the statute, regulation, ordinance, or common law

at issue.

(d)

Executive understands that nothing in this Agreement shall prohibit Executive from filing a charge

with a government agency responsible for the enforcement of statutory rights, including but not limited to the National Labor Relations

Board, the U.S. Equal Employment Opportunity Commission, the United States Department of Labor, and similar state and local agencies.

However, notwithstanding the foregoing, Executive may not file a private lawsuit in any court regarding those statutory rights. Moreover,

Executive may not participate as a class and/or collective member in any class and/or collective action filed in any court.

(e)

Executive and the Company expressly intend and agree that: (i) class action, collective action, and

representative action procedures shall not be asserted, nor will they apply, in any arbitration pursuant to this Agreement; (ii) neither

Executive nor the Company will assert, participate in, or join class action, collective action, or representative action claims against

the other party in arbitration or otherwise; and (iii) Executive and the Company shall only submit their own, individual claims in arbitration

and will not seek to represent the interests of any other person.

(f)

This Agreement will be governed by and construed in accordance with the laws of the State of New

York without reference to principles of conflict of laws. Except as provided in Section 6(f) of this Agreement, any controversy,

claim or dispute arising out of or relating to this Agreement shall be settled by final and binding arbitration in accordance with this

Section 8.

Validity. The invalidity or unenforceability of any

provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which

shall remain in full force and effect.

10.

Notices. Any notice, request, claim, demand, document

and other communication hereunder to any party hereto shall be effective upon receipt (or refusal of receipt) and shall be in writing

and delivered personally or sent by telex, telecopy, or certified or registered mail, postage prepaid, to the following address (or at

any other address as any party hereto shall have specified by notice in writing to the other party hereto):

(a) If to the Company:

Shake Shack Enterprises, LLC

225 Varick Street, Suite

301

New York, NY 10014

Attn: Ronald Palmese, Jr., Chief Legal Officer

Email: rpalmese@shakeshack.com

Phone: 646-747-7241

(b) If to Executive, at the address set forth on the signature page hereto.

11.

Counterparts. This Agreement may be executed in several

counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.

12.

Entire Agreement. The terms of this Agreement (together

with any other agreements and instruments contemplated hereby or referred to herein) is intended by the parties hereto to be the final

expression of their agreement with respect to the employment of Executive by the Company and may not be contradicted by evidence of any

prior or contemporaneous agreement (including, without limitation, any term sheet or offer letter). The parties hereto further intend

that this Agreement shall

constitute the complete and exclusive

statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding

to vary the terms of this Agreement.

13.

Amendments; Waivers. This Agreement may not be modified,

amended, or terminated except by an instrument in writing, signed by Executive and a duly authorized officer of the Partnership, which

expressly identifies the amended provision of this Agreement. Executive or a duly authorized officer of the Partnership may waive compliance

by the other party or parties hereto with any provision of this Agreement that such other party was or is obligated to comply with or

perform; provided, however, that such waiver shall not operate as a waiver of, or estoppel with respect to, any other or

subsequent failure to comply or perform. No failure to exercise and no delay in exercising any right, remedy, or power hereunder shall

preclude any other or further exercise of any other right, remedy, or power provided herein or by law or in equity.

14.

No Inconsistent Actions. The parties hereto shall

not voluntarily undertake or fail to undertake any action or course of action inconsistent with the provisions or essential intent of

this Agreement. Furthermore, it is the intent of the parties hereto to act in a fair and reasonable manner with respect to the interpretation

and application of the provisions of this Agreement.

15.                   Construction.

This Agreement shall be deemed drafted equally by both of the parties hereto. Its language shall be construed as a whole and according

to its fair meaning. Any presumption or principle that the language is to be construed against any party hereto shall not apply. The

headings in this Agreement are only for convenience and are not intended to affect construction or interpretation. Any references to

paragraphs, subparagraphs, sections or subsections are to those parts of this Agreement, unless the context clearly indicates to the

contrary. Also, unless the context clearly indicates to the contrary, (a) the plural includes the singular and the singular includes

the plural; (b) “and” and “or” are each used both conjunctively and disjunctively; (c) “any,” “all,”

“each,” or “every” means “any and all,” and “each and every”; (d) ”includes”

and “including” are each “without limitation”; (e) “herein,” “hereof,” “hereunder”

and other similar compounds of the word “here” refer to the entire Agreement and not to any particular paragraph, subparagraph,

section or subsection; and (f) all pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter,

singular or plural as the identity of the Persons referred to may require.

16.

Enforcement. If any provision of this Agreement is

held to be illegal, invalid or unenforceable under present or future laws effective during the term of this Agreement, such provision

shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never

comprised a portion of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall

not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such

illegal, invalid or unenforceable provision there shall be added automatically as part of this Agreement a provision as similar in terms

to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

17.

Withholding. The Company and its Affiliates shall

be entitled to withhold from any amounts payable under this Agreement, any federal, state, local or foreign withholding or other taxes

or charges which the Company or any of its Affiliates is required to withhold. The Company and its Affiliates shall be entitled to rely

on an opinion of counsel if any questions as to the amount or requirement of withholding shall arise.

18.

Absence of Conflicts; Executive Acknowledgement; Confidentiality.

Executive hereby represents that from and after the Effective Date the performance of Executive’s duties hereunder will not breach

any other agreement to which Executive is a party. Executive acknowledges that Executive has read and understands this Agreement, is fully

aware of its legal effect, has not acted in reliance upon any representations or promises made by the Company or any of its Affiliates

other than those contained in writing herein, and has entered into this Agreement freely based on Executive’s own judgment. Executive

agrees not to disclose the terms or existence of this Agreement to any Person unless the Company agrees to such disclosure in advance

and in writing; provided that Executive may, without such permission, make such disclosures as are required by applicable law,

including disclosures to taxing agencies, and disclose the terms of this Agreement to Executive’s attorney(s), accountant(s), tax

advisor(s), and other professional service provider(s), and to members of Executive’s immediate family, as reasonably necessary;

provided, further, that Executive instructs such Person(s) that the terms of this Agreement are strictly confidential and

are not to be revealed to anyone else except as required by applicable law.

19.

Survival. The expiration or termination of the Term

shall not impair the rights or obligations of any party hereto which shall have accrued prior to such expiration or termination (including,

without limitation, pursuant to the provisions of Section 6 hereof).

20. Section 409A.

(a)

General. The parties hereto acknowledge and agree that, to the extent applicable, this Agreement

shall be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A. Notwithstanding any provision

of this Agreement to the contrary, in the event that the Company determines that any amounts payable hereunder will be immediately taxable

to Executive under Section 409A, the Company reserves the right (without any obligation to do so or to indemnify Executive for failure

to do so) to (i) adopt such amendments to this Agreement and appropriate policies and procedures, including amendments and policies with

retroactive effect, that the Company determines to be necessary or appropriate to preserve the intended tax treatment of the benefits

provided by this Agreement, to preserve the economic benefits of this Agreement and to avoid less favorable accounting or tax consequences

for the Company and/or (ii) take such other actions as the Company determines to be necessary or appropriate to exempt the amounts payable

hereunder from Section 409A or to comply with the requirements of Section 409A and thereby avoid the application of penalty taxes thereunder.

Notwithstanding anything herein to the contrary, in no event shall any liability for failure to comply with the requirements of Section

409A be transferred from Executive or any other individual to the Company or any of its Affiliates, employees or agents pursuant to the

terms of this Agreement or otherwise.

(b)

Separation from Service under Section 409A. Notwithstanding any provision to the contrary

in this Agreement: (i) no amount shall be payable pursuant to Section 5(b) unless the termination of Executive’s employment

constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Department of Treasury Regulations;

(ii) for purposes of Section 409A, Executive’s right to receive installment payments pursuant to Section 5(b) shall be treated

as a right to receive a series of separate and distinct payments; and (iii) to the extent that any reimbursement of expenses or in-kind

benefits constitutes “deferred compensation” under Section 409A, such reimbursement or benefit shall be provided no later

than December 31 of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year shall

not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall

not affect the amount of in-kind benefits provided in any other year.

Notwithstanding any provision to

the contrary in this Agreement, if Executive is deemed at the time of her separation from service to be a “specified employee”

for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the termination benefits to

which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i)

of the Code, such portion of Executive’s termination benefits shall not be provided to Executive prior to the earlier of (A) the

expiration of the six-month period measured from the date of Executive’s “separation from service” with the Company

(as such term is defined in the Treasury Regulations issued under Section 409A of the Code) or (B) the date of Executive’s death;

upon the earlier of such dates, all payments deferred pursuant to this sentence shall be paid in a lump sum to Executive, and any remaining

payments due under the Agreement shall be paid as otherwise provided herein.

(c)

Release. Notwithstanding anything to the contrary in this Agreement, to the extent that any

payments of “nonqualified deferred compensation” (within the meaning of Section 409A) due under this Agreement as a result

of Executive’s termination of employment are subject to Executive’s execution, delivery and non-revocation of a Release, (i)

the Company shall deliver the Release to Executive within 7 days following the Date of Termination, and (ii) if Executive fails to execute

the Release on or prior to the Release Expiration Date (as defined below) or timely revokes her acceptance of the Release thereafter,

Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release. For purposes of this Section 20(c),

“Release Expiration Date” shall mean the date that is 21 days following the date upon which the Company timely delivers

the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive

or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date

that is 45 days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning

of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to Section

5(b) and this Section 20(c), such amounts shall be paid in a lump sum on the first payroll date to occur on or after the 60th

day following the Date of Termination, provided that, as of such 60th day, Executive has executed and has not revoked the Release (and

any applicable revocation period has expired).

(d)

Section 280G. In the event that the payments and benefits provided under this Agreement and

benefits provided to, or for the benefit of, Executive under any other plan or agreement (such payments or benefits are collectively referred

to as the “Benefits”) would be subject to the excise tax (the “Excise Tax”) imposed under Section

4999 of the Internal Revenue Code of 1986, as amended (the “Code”), in connection with any transaction, then the Company shall

cause to be determined, before any amounts of the Benefits are paid to Executive, which of the following two alternative forms of payment

would result in Executive’s receipt, on an after-tax basis, of the greater amount of the Benefits notwithstanding that all or some

portion of the Benefits may be subject to the Excise Tax: (a) payment in full of the entire amount of the Benefits (a “Full Payment”),

or (b) payment of only a part of the Benefits so that Executive receives the largest payment possible without the imposition of the Excise

Tax (a “Reduced Payment”), and Executive shall be entitled to payment of whichever amount shall result in a greater

after-tax amount for Executive. If a Reduced Payment is made, the reduction in payments and/or benefits shall occur in the following order:

(1) first, reduction of cash payments, in reverse order of scheduled payment date (or if necessary, to zero), (2) then, reduction of non-cash

and non-equity benefits provided to Executive, on a pro rata basis (or if necessary, to zero) and (3) then, cancellation of the acceleration

of vesting of equity award compensation in the reverse order of the date of grant of Executive’s equity awards.

21.

Clawback Policy. Executive acknowledges and agrees

that any compensation or benefits received under this Agreement shall be subject to the Company’s Dodd-Frank Clawback Policy and

any rules and regulations promulgated thereunder and that Executive shall take all action necessary or appropriate to comply with such

policy (including, without limitation, entering into any further agreements, amendments or policies necessary or appropriate to implement

and/or enforce such policy).

[Signature pages follow]

IN WITNESS WHEREOF, the parties hereto

have executed this Employment Agreement on the date and year first above written, effective as of the Effective Date.

PUBCO

SHAKE SHACK INC.

By: /s/ Ronald Palmese Jr.

Name: Ronald Palmese Jr.

Title: Chief Legal Officer

PARTNERSHIP

SSE HOLDINGS, LLC

By: /s/ Ronald Palmese Jr.

Name: Ronald Palmese Jr.

Title: Chief Legal Officer

ENTERPRISES

SHAKE SHACK ENTERPRISES, LLC

By: /s/ Ronald Palmese Jr.

Name: Ronald Palmese Jr.

Title: Chief Legal Officer

EXECUTIVE

By: /s/ Michelle Hook

Name: Michelle Hook

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2613751d1_ex99-1.htm · Sequence: 3

Exhibit 99.1

Shake Shack Appoints Michelle Hook as Chief Financial

Officer

NEW YORK, NY

– May 7, 2026 – (BUSINESS WIRE) – Shake Shack Inc. ("Shake Shack" or the "Company") (NYSE:SHAK)

today announced the appointment of Michelle Hook as the Company's Chief Financial Officer, effective May 11, 2026. Ms. Hook joins Shake

Shack's executive leadership team and will be responsible for leading financial operations across the Company, including accounting and

treasury, financial planning and analysis, tax, investor relations and external reporting.

Ms. Hook brings more

than two decades of financial and operational leadership experience in the restaurant industry, with a proven track record of scaling

growth companies and building high-performing teams.

“We are thrilled to welcome Michelle to the

Shake Shack team,” said Rob Lynch, Chief Executive Officer of Shake Shack. “She brings deep restaurant industry expertise

and significant public company experience to the role. I’m confident Michelle will be a valuable addition to our leadership team

as we continue to advance our culture of Enlightened Hospitality and further strengthen our best-in-class finance organization on our

path to 1,500 Company-operated Shacks.”

Ms. Hook joins Shake Shack from Portillo’s,

where she served as Chief Financial Officer beginning in December 2020. In that role, she led finance, supply chain and information technology,

helped take the company public in 2021, strengthened its financial infrastructure, built processes to support significant growth, and

fostered transparent communication with the investment community. Previously, Ms. Hook spent more than 17 years at Domino’s Pizza,

Inc., where she most recently served as Vice President of Finance for global FP&A and investor relations, and held various accounting

and finance leadership positions. Earlier in her career, she worked at Arthur Andersen and held finance roles at Holcim. Ms. Hook holds

an MBA from the University of Michigan and a B.A. in accounting from Michigan State University. She is a certified public accountant.

“I’ve long admired Shake Shack and

the team’s disciplined approach to building a beloved brand,” said Michelle Hook. “The team’s ability to grow

thoughtfully while keeping hospitality at the core

of the business is a powerful driver of sustainable value and I am honored to contribute

to its next chapter of growth.”

Photo available here.

About Shake Shack

Shake Shack serves elevated versions of American

classics using only the best ingredients. It’s known for its delicious made-to-order Angus beef burgers, crispy chicken, hand-spun

milkshakes, house-made lemonades, beer, wine, and more. With its high-quality food at a great value, warm hospitality, and a commitment

to crafting uplifting experiences, Shake Shack quickly became a cult-brand with widespread appeal. Shake Shack’s purpose is to Stand

For Something Good®, from its premium ingredients and employee development to its inspiring designs and deep community investment.

Since the original Shack opened in 2004 in NYC’s Madison Square Park, the Company has expanded to over 685 locations system-wide,

including over 440 in 35 U.S. States and the District of Columbia, and over 245 international locations across London, Hong Kong, Shanghai,

Singapore, Mexico City, Istanbul, Dubai, Tokyo, Seoul and more.

Skip the line with the Shack App, a mobile ordering

app that lets you save time by ordering ahead! Guests can select their location, pick their food, choose a pickup time and their meal

will be cooked-to-order and timed to arrival. Available on iOS and Android.

Learn more: shakeshack.com

| IG: @shakeshack | X: @shakeshack | facebook.com/shakeshack

Media:

Meg Davis, Shake Shack

mcastranova@shakeshack.com

Investor Relations:

Alison Sternberg, Shake Shack

Head of Investor Relations

(844) SHACK-04 (844-742-2504)

investor@shakeshack.com

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