As amended through 5/16/02
THE MIDDLEBY CORPORATION
1998 STOCK INCENTIVE PLAN
This document contains the provisions of The Middleby Corporation 1998 Stock Incentive Plan, as adopted
effective as of February 19, 1998 (the "Effective Date"). The purpose of this Plan is to provide a means to attract
and retain employees of experience and ability and to furnish additional incentives to them.
1.1. "Board" means the Company's Board of Directors.
1.2. "Code" means the Internal Revenue Code of 1986, as amended.
1.3. "Company" means The Middleby Corporation, a Delaware corporation.
1.4. "Eligible Employee" means any employee of an Employer.
1.5. "Employer" means the Company or any affiliate or subsidiary of the Company.
1.6. "Fair Market Value" means, as of any date, the closing price of Stock on the national stock exchange or
automated quotation system on which the Stock is then listed or, if there was no trading in Stock on that date, the
closing price of Stock on such exchange or automated quotation system on the next preceding date on which
there was trading in Stock.
1.7. "Grant" means any award of Options, Stock Appreciation Rights, Restricted Stock or Performance Stock
(or any combination thereof) made under this Plan to an Eligible Employee.
1.8. "Option" means any stock option granted under this Plan.
1.9. "Performance Stock" means Stock issued pursuant to Article VII of this Plan.
1.10. "Plan" means The Middleby Corporation 1998 Stock Incentive Plan, as set out in this document and as
1.11. "Recipient" means an Eligible Employee to whom a Grant has been made.
1.12. "Restricted Stock" means Stock transferred to a Recipient in a Grant which is, at the date on which the
Grant is made, both (i) not "transferable" and (ii) "subject to a substantial risk of forfeiture," within the meaning of
Section 83 of the Code.
1.13. "Stock" means the Company's authorized common stock, par value $.01 per share.