THE MIDDLEBY CORPORATION
MANAGEMENT INCENTIVE PLAN
To be eligible, an employee must be employed by the Company on the last day of the fiscal year and have been
in such incentive position a minimum of six (6) months. If the employee works in such position for the minimum of
six (6) months, but less than twelve (12) months, the incentive compensation will be prorated (i.e., seven months
= 7/12). Incentive compensation is computed on the employee's base salary as of the beginning of the year
(January 1, 1995).
Incentive compensation will be paid upon completion of the audited fiscal year results of the Company, usually on
or about March 1. Incentive compensation awards under the 1995 Management Incentive Plan for certain
positions are subject to the conditions of The Middleby Corporation Stock Ownership Plan.
The incentive compensation will be based on the achievement of the following category versus defined objective
EARNINGS BEFORE INTEREST AND TAXES (EBIT) - Defined as Operating Profit less other income or
expense. EBIT includes the expense of the corporate and operating division incentive compensation pools and
excludes the expenses of The Middleby Corporation entity. It is the intent of the Company that incentive
compensation is to be self-funded at the operating division level.
The incentive compensation award will be computed based on the achieved level of the objective (i.e. EBIT) and
the designated percentage of the participant's base salary. If the achieved level is between the plateaus, an
extrapolation of the percentage of salary will be computed.
The percentage of base salary (as of January 1, 1995) for incentive compensation if 100% of the 1995 MIP
objective is achieved and the maximum percentage for your position are detailed on Attachment I.
Attachment II provides the MIP objective for the current fiscal year.