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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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Services Agreement—Schedule III

Benefits Services

Services:

        On and after the Closing Date, Chipotle employees shall continue to be eligible to participate in McDonald's Plans, subject to the terms of the governing plan documents, as interpreted by the appropriate plan fiduciaries. On and after the Closing Date, subject to regulatory requirements, McDonald's will continue to provide Benefits Services to and in respect of Chipotle employees with reference to McDonald's Plans as it administered the plans prior to the Closing Date. The McDonald's Plans for purposes of this Agreement are as follows:

    The McDonald's Corporation Health Plan for Chipotle Employees
    McDonald's Ventures 401(k) Plan
    The McDonald's Excess Benefit and Deferred Bonus Plan.

Billing Methodology:

        Chipotle shall reimburse McDonald's for McDonald's costs (including any contributions and premium costs and including certain third-party expenses and allocations of certain McDonald's personnel expenses), generally in accordance with past practice, relating to participation by Chipotle employees in the McDonald's Plans.

        The reimbursement for The McDonald's Corporation Health Plan for Chipotle Employees shall be a monthly premium determined actuarially on an annual basis to reflect (a) the prior year's claims experience, (b) risk assumption, (c) plan design, (d) demographic and geographic adjustments, and (e) vendor, legal, benefits accounting, administrative and consulting fees for services on behalf of Chipotle employees for the upcoming year.

        It is the express intent of the Parties that Service Costs relating to the administration of the McDonald's Plans and the performance of related Services will not exceed reasonable compensation for such Services as defined in 29 CFR Section 2550.408c-2.

        In addition, costs associated with certain McDonald's Plans will be paid in part through employee payroll deductions for such McDonald's Plans.

Term; Termination of Benefits Services:

        Unless terminated earlier pursuant to Section 6.02 of the Agreement or as set forth below, the Benefits Services shall have an initial term expiring on December 31, 2006, and will be renewed automatically thereafter for successive one (1) year terms unless either Chipotle or McDonald's elects not to renew the Benefits Services upon not less than six (6) months' written notice prior to any such renewal.

        The Benefits Services are subject to early termination by either Chipotle or McDonald's at any time on or after an Ownership Reduction Date, provided the terminating party has provided not less than sixty (60) days' written notice of such termination. The required sixty (60) days' written notice may be provided before or after the Ownership Reduction Date, so long as (i) the termination date is no earlier than the Ownership Reduction Date and (ii) the period between the date of notice and the termination date is at least sixty (60) days.

Other Terms and Conditions Relating to Benefits Services

        McDonald's and Chipotle agree to cooperate fully with each other in the administration and coordination of regulatory and administrative requirements associated with McDonald's Plans,

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