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CHIPOTLE MEXICAN GRILL INC filed this Form 8-K on 12/01/2017
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(b) Amendment; Entire Agreement.  No provision of this Agreement may be amended, modified, waived, or discharged unless such amendment, modification, waiver, or discharge is agreed to in writing and such writing is signed by the Company and the Executive.  From and after the date hereof, this Agreement shall supersede any other agreement between the parties with respect to the subject matter hereof, except as otherwise explicitly provided herein.  The Company acknowledges and confirms its obligations to indemnify the Executive pursuant to that certain Indemnification Agreement, dated as of April 26, 2007, by and between the Company and the Executive.

(c) Severability.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and this Agreement shall be construed as if such invalid or unenforceable provision were omitted (but only to the extent that such provision cannot be appropriately reformed or modified).

(d) Waiver of Breach.  No waiver by any party hereto of a breach of any provision of this Agreement by any other party, or of compliance with any condition or provision of this Agreement to be performed by such other party, shall operate or be construed as a waiver of any subsequent breach by such other party of any similar or dissimilar provisions and conditions at the same or any prior or subsequent time.  The failure of any party hereto to take any action by reason of such breach will not deprive such party of the right to take action at any time while such breach continues.

(e) Notice.  All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

if to the Executive:

At the address most recently on the books and records of the Company.

if to the Company:

Chipotle Mexican Grill, Inc.
1401 Wynkoop Street
Suite 500
Denver, Colorado 80202
Attention:  General Counsel

with a copy (which shall not constitute notice) to:

Messner Reeves LLP
1430 Wynkoop Street
Suite 300
Denver, Colorado 80202
Attention:  Bryant “Corky” Messner, Esq.



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