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S-1/A
CHIPOTLE MEXICAN GRILL INC filed this Form S-1/A on 12/23/2005
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Exhibit 10.5


FORM OF SERVICES AGREEMENT

        THIS SERVICES AGREEMENT (this "Agreement") is entered into as of [            ], 2006 by and between Chipotle Mexican Grill, Inc., a Delaware corporation ("Chipotle"), and McDonald's Corporation, a Delaware corporation ("McDonald's").

RECITALS

        WHEREAS, Chipotle will be issuing shares of Class A Common Stock, $0.01 par value per share ("Class A Common Stock"), to the public in an offering registered under the Securities Act of 1933, as amended (the "Initial Public Offering");

        WHEREAS, after the Initial Public Offering, McDonald's will own, indirectly through its wholly-owned subsidiary McDonald's Ventures, LLC, (a) [    %] of the outstanding shares of Class A Common Stock and (b) [    %] of the outstanding shares of Class B Common Stock, $0.01 par value per share, of Chipotle ("Class B Common Stock"), which ownership, in the aggregate, will provide McDonald's with [    %] of the combined voting power of the outstanding Common Stock (as defined below);

        WHEREAS, McDonald's has heretofore directly or indirectly provided certain services to Chipotle, including (a) accounting and financial transaction processing and reporting services, as described in more detail on Schedule I attached to this Agreement (the "Accounting Services"), (b) making certain insurance coverage programs available to Chipotle, as described in more detail on Schedule II attached to this Agreement (the "Insurance Services"), and (c) making certain McDonald's employee benefit plans available to employees of Chipotle, as described in more detail on Schedule III attached to this Agreement (the "Benefits Services", and together with the Accounting Services and the Insurance Services, collectively, the "Services");

        WHEREAS, on the terms and subject to the conditions set forth herein, Chipotle desires to retain McDonald's as an independent contractor to provide, directly or indirectly, the Services to Chipotle after the Closing Date (as defined below); and

        WHEREAS, on the terms and subject to the conditions set forth herein, McDonald's desires to provide, directly or indirectly, such Services to Chipotle.

AGREEMENTS

        NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged by this Agreement, McDonald's and Chipotle, for themselves, their successors and assigns, agree as follows:

ARTICLE I
DEFINITIONS

        As used in this Agreement, the following terms will have the following meanings, applicable both to the singular and the plural forms of the terms described:

        "Accounting Services" has the meaning ascribed thereto in the recitals to this Agreement.

        "Action" has the meaning ascribed thereto in Section 5.02.

        "Agreement" has the meaning ascribed thereto in the preamble to this Agreement, as such agreement may be amended and supplemented from time to time in accordance with its terms.

        "Benefits Services" has the meaning ascribed thereto in the recitals to this Agreement.

        "Chipotle" has the meaning ascribed thereto in the preamble to this Agreement.

        "Chipotle Indemnified Person" has the meaning ascribed thereto in Section 5.03.


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