This Retention Agreement (the "Agreement") is made this 22nd day of July, 2004, by and between THE
MIDDLEBY CORPORATION, a Delaware corporation, (“Employer”) and TIMOTHY J. FITZGERALD (“
WHEREAS, Employee is a very valuable employee of Employer and Employer wishes to provide an
incentive for Employee to continue to remain in the Employee's service.
NOW THEREFORE the parties agree as follows:
In the event that for any reason whatsoever other than (i) termination of
Employee’s employment for “Cause”, as defined in the Severance Agreement by and between Employee and
Employer dated March 1, 2004, or (ii) voluntary resignation by Employee prior to February 1, 2005, Employer
does not offer, on or before February 1, 2005, to enter into an employment agreement with Employee or
Employee does not accept such employment offer on or before February 1, 2005, then Employer shall pay to
Employee, not later than February 15, 2005, the sum of $500,000.
IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day and year first
THE MIDDLEBY CORPORATION
TIMOTHY J. FITZGERALD
/s/ Selim A. Bassoul
/s/ Timothy J. FitzGerald