SECURED PROMISSORY NOTE
March 01, 2001
FOR VALUE RECEIVED, the undersigned, SELIM BASSOUL (“Maker”), promises to pay to the order of
MIDDLEBY MARSHALL, INC., a Delaware corporation (the “Company”), the principal sum of Three Hundred
Thousand Dollars ($300,000) plus interest thereon at the rate of 6.00% per annum on the principal balance
outstanding from time to time. All principal and interest, if not sooner paid, shall be and become due and payable
on the Maturity Date. Unpaid interest shall compound annually on the last day of Maker’s fiscal year.
Maturity Date shall mean the earliest to occur of (i) the date on which Maker voluntarily leaves the employ of
the Company, (ii) the date the Company terminates Maker’s employment for Cause or (iii) February 28, 2004.
Notwithstanding the foregoing, if prior to December 31, 2003 the Company terminates Maker’s employment
without Cause, then the Maturity Date shall be the second anniversary of the date of such termination of
employment. Cause shall mean personal dishonesty, gross negligence, willful misconduct, breach of fiduciary
duty involving personal profit, substance abuse, or commission of a felony.
This Note is issued to implement that certain special executive compensation program offered by the
Company to Maker and described in memorandum dated 03/01/2001 from David B. Baker to Maker. Maker
acknowledges and agrees that no special bonus will be awarded or paid under said program for any given year
unless Maker is in the employ of the Company at all times during such year.
1. Prepayment. This Note may be prepaid in whole or in part at any time or times without premium or penalty.
All prepayments shall apply first to accrued but unpaid interest and the remainder to principal.
2. Pledge. To secure the obligations of Maker under this Note, Maker hereby grants to the Company a
continuing first security interest in the following property of Maker: 50,000 shares of common stock of Th