Amendment No. 4 to
Amended and Restated Employment Agreement
of William F. Whitman, Jr.
This Amendment No. 4 is made this 2nd day of January, 2003 by and among THE MIDDLEBY
CORPORATION, a Delaware corporation, MIDDLEBY MARSHALL INC., a Delaware corporation, (collectively
the “ Employer ”) and WILLIAM F. WHITMAN, JR. (“ Whitman ”).
A. Employer and Whitman are parties to that certain Amended and Restated Employment Agreement dated as
of January 1, 1995 (the “ 1995 Agreement ”) as amended by Amendment No. 1 dated January 1, 1998, Amendment
No. 2 dated January 1, 2001 and Amendment No. 3 dated April 16, 2002 (as so amended, the “ Employment
B. In 2001 Employer adopted a Management Incentive Plan (the “ Plan ”) for certain senior executives,
including Whitman. The Plan provides for specified annual cash bonuses in amounts determined by the level of
Employer’s attainment of pre-established performance goals. With respect to Whitman, the Plan was intended to,
and did in fact, replace the annual bonus provided for under the Employment Agreement.
C. Employer and Whitman wish to amend the Employment Agreement (i) to reflect the aforesaid facts, (ii) to
increase Whitman’s base salary, and (iii) to eliminate an offset against Whitman’s retirement benefit.
NOW THEREFORE the parties agree as follows:
1. Effective as of the beginning of Employer’s fiscal year 2001, Section 4(b) of the Employment Agreement is
hereby amended to read as follows:
(b) Incentive Compensation . Whitman shall be eligible to participate in the Management Incentive
Plan adopted by the Employer in 2001 subject to all terms and conditions thereof. Under such Plan,
if the Employer attains certain pre-established EBITDA goals (attainment of such goals to be
determined after taking into account any incentive compensation to be paid to Whitman and any
other participating employees under the Plan), Whitman shall be entitled to receive (i