Exhibit 10(B)
CONFIDENTIAL
THE MIDDLEBY CORPORATION
SEVERANCE AGREEMENT
The Middleby Corporation ("Middleby") and Xxxxx X. Xxxxxxx ("Employee") enter
into this severance agreement on this 16th day of April 2002. In recognition of
the Employee's past and continued service to The Middleby Corporation, Xxxxxxxx
agrees to provide the Employee with two years of base salary severance and two
years 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 two-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 Xxxxxxxx or its
successor. Upon providing such notice of termination Employee shall be entitled
to receive two years of base salary severance and two years of normal employer
provided health insurance. For purposes of this agreement a Change of Control
shall mean any 25 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 April 16, 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 September 16, 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 September 16, 2002.
This agreement supersedes the Severance Agreement dated May 16, 2001 between the
parties hereto. This agreement expires December 31, 2006.
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XXXXX X. XXXXXXX
THE MIDDLEBY CORPORATION
By:
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Xxxxxxx X. Xxxxxxx, Xx., Chairman
