Exhibit 10(D)
CONFIDENTIAL
THE MIDDLEBY CORPORATION
SEVERANCE AGREEMENT
The Middleby Corporation ("Middleby") and Xxxxx X. Xxxxx ("Employee") enter into
this severance agreement on this 21st day of June 2002. In recognition of the
Employee's past and continued service to The Middleby Corporation, Xxxxxxxx
agrees to provide the Employee with one year of base salary severance and one
year of normal employer provided health insurance in the event of the Employee's
involuntary termination of employment from Middleby for any reason other than
Cause. Cause shall mean gross negligence, willful misconduct, breach of
fiduciary duty involving personal profit, substance abuse, or commission of a
felony.
This one-year base salary severance and health insurance guarantee to the
Employee will also be in effect in the event of a Change of Control of Middleby
and shall be considered a liability of the successor owner of Middleby. In the
event of a Change of Control of Middleby, Employee shall have the right at any
time within the six-month period immediately following the Change of Control to
terminate his employment by providing written notice to Middleby or its
Successor. Upon providing such notice of termination Employee shall be entitled
to receive one-year of base salary severance and one year of normal employer
provided health insurance. For purposes of this agreement a Change of Control
shall mean any twenty-five percentage point increase in the percentage of
outstanding voting securities of The Middleby Corporation hereafter held by any
person or group of persons who agree to act together for the purpose of
acquiring, holding, voting, or disposing of such voting securities as compared
to the percentage of outstanding voting securities of The Middleby Corporation
held by such person or group of persons on the date hereof.
Example: On June 21, 2002 individual A owns 2.42% of the total
outstanding voting securities of The Middleby Corporation.
Thereafter, individual A commences a series of open market and
private purchases, and on October 7, 2002 for the first time
his holdings exceed 27.42% of the outstanding voting
securities of The Middleby Corporation. A Change of Control
occurs on October 7, 2002.
This agreement expires two years from the date first above written.
Agreed: _______________________ Xxxxx X. Xxxxx, VP and Chief Financial Officer
For Middleby: _________________ Xxxxx X. Xxxxxxx, President and CEO
