AMENDMENT NO. 5
EMPLOYMENT AGREEMENT OF WILLIAM F. WHITMAN, JR.
This Amendment No. 5 is made this 15th day of December, 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 Employment Agreement dated as of January 1, 1995, and as
amended from time to time thereafter (the “Employment Agreement”).
B. Employer and Whitman wish to amend the Employment Agreement to make certain changes to Whitman’s
NOW THEREFORE the parties agree as follows:
1. 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 (in addition to his base salary) for the
fiscal year ending December 31, 2002 and for each fiscal year thereafter, an amount equal to (i) $310,000
(for fiscal 2002), $360,000 (for fiscal 2003) or $400,000 (for each fiscal year after 2003), plus (ii) an
additional $25,000 for each $120,000 by which the Employer’s actual EBITDA for such fiscal year exceeds
the EBITDA goal for such fiscal year. The EBITDA goals are set forth on Exhibit A hereto. Effective with
respect to bonuses payable under the Management Incentive Plan for fiscal years ending on and after
December 31, 2003, the maximum bonus payable to Whitman under the Management Incentive Plan shall
be increased to $2,400,000 and the Employer will modify the Management Ince