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CHIPOTLE MEXICAN GRILL INC filed this Form S-1/A on 12/23/2005
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Services Agreement—Schedule I

Accounting Services


        Chart A below details the Accounting Services and related service levels (subject to Chipotle system obligations, as discussed below). The Accounting Services are anticipated to be provided by the McDonald's personnel located at the McDonald's accounting center in Columbus, Ohio.

        Chipotle shall remain responsible for all accounting policy decisions. McDonald's will be responsible for incorporating accounting policies into the functions performed for Chipotle. McDonald's will provide input on proposed accounting policy changes. McDonald's will escalate to appropriate Chipotle management any exceptions to accounting policies.

        Notwithstanding anything to the contrary in the Agreement or this Schedule I, all losses, costs and expenses relating to any accounting or processing errors in the delivery of the Accounting Services by McDonald's shall be borne by Chipotle.

Billing Methodology:

        McDonald's will charge Chipotle a "fully-loaded all-in" charge for delivery of the Accounting Services. This "fully-loaded all-in" charge is intended to reimburse McDonald's for all costs incurred by McDonald's in the delivery of the Accounting Services, including, without limitation, related McDonald's employee costs (salary and benefits), office and occupancy costs, travel costs, computer and related technology equipment costs, and non-cash charges (such as depreciation). This "fully-loaded all-in" charge is not intended to provide a profit to McDonald's. In the event that McDonald's ceases to own, directly or indirectly, shares of Common Stock representing more than fifty percent (50%) of the combined voting power of the outstanding Common Stock (and Chipotle continues to receive the Accounting Services from McDonald's under the terms of this Agreement), the amount that would otherwise be charged by McDonald's to Chipotle for delivery of the Accounting Services shall be increased by ten percent (10%), which amount is intended to provide a profit margin to McDonald's for the delivery of the Accounting Services.

        For calendar year 2006, the charge for Accounting Services shall be billed to Chipotle on a per store basis at a charge of $4920.00 per year (or $410 per month) per store (the "Per Store Fee"). For each calendar year after 2006, the Per Store Fee shall be calculated by dividing the projected "fully-loaded all-in" costs of delivering the Accounting Services for such calendar year (the "Projected Costs") by the projected average number of Chipotle stores for such calendar year (the "Projected Stores"), which amount can be divided again by twelve (12) to obtain the per month per store amount. In consultation with Chipotle, McDonald's shall calculate the Projected Costs and Projected Stores in good faith exercising McDonald's' reasonable judgment. McDonald's and Chipotle agree to cooperate in business and efficiency initiatives to improve service and reduce costs.

Term; Termination of Accounting Services:

        Unless terminated earlier pursuant to Section 6.02 of the Agreement or as set forth below, the Accounting Services shall have an initial term expiring on December 31, 2007, and will be renewed automatically thereafter for successive two (2) year terms unless either Chipotle or McDonald's elects not to renew the Accounting Services upon not less than fifteen (15) months' written notice prior to any such renewal.

        Notwithstanding anything to the contrary set forth herein, either Party may terminate the Accounting Services at any time on fifteen (15) months' prior written notice to the other Party.


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