AMENDMENT NO. 3
EMPLOYMENT AGREEMENT OF SELIM A. BASSOUL
This Amendment No. 3 is made this 27th day of May, 2004, by and among THE MIDDLEBY
CORPORATION, a Delaware corporation ("TMC"), MIDDLEBY MARSHALL INC., a Delaware
corporation, (collectively the "Employer") and SELIM A. BASSOUL ("Employee").
A. Employer and Employee are parties to that certain Employment Agreement dated as of May 16, 2002, and as
amended from time to time thereafter (the "Employment Agreement").
B. Employer and Employee wish to amend the Employment Agreement to make certain changes to Employee's
NOW THEREFORE the parties agree as follows:
1. Section 4 of the Employment Agreement is hereby amended by adding to the end thereof the following new
"(f) 2005 Bonus. Notwithstanding anything contained in this Agreement to the contrary, in the event that for any
reason whatsoever other than (i) termination of Employee's employment for "Cause", as defined below, or
(ii) voluntary resignation by Employee prior to January 4, 2005, Employer does not offer, on or before February
1, 2005, to extend the term of this Agreement, or that an extension is offered and Employee does not accept
such offer on or before February 1, 2005, then, in addition to all other amounts payable to Employee hereunder,
Employer shall pay to Employee, not later than February 15, 2005, the sum of $1,100,000.
2. This Amendment No. 3 is effective as of the date hereof.
3. Except as above amended, the Employment Agreement shall remain in full force and effect.
IN WITNESS WHEREOF the parties hereto have executed this instrument on the
day and year first above stated.
THE MIDDLEBY CORPORATION SELIM A. BASSOUL
MIDDLEBY MARSHALL INC.
By: /s/ William F. Whitman, Jr. /s/ Selim A. Bassoul
Chairman of the Board