AMENDMENT NO. 1 TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
OF XXXXX X. XXXXX
This Amendment No. 1 is made as of January 1, 1998 by and among THE
MIDDLEBY CORPORATION, a Delaware corporation ("TMC"), MIDDLEBY MARSHALL INC.,
a Delaware corporation (the "COMPANY") (collectively the "EMPLOYER") and
XXXXX X. XXXXX ("XXXXX").
RECITAL
Employer and Xxxxx are parties to that certain Amended and Restated
Employment Agreement dated as of January 1, 1995 (the "1995 AGREEMENT") and
wish to amend and extend the 1995 Agreement as provided hereinbelow.
AGREEMENT
NOW THEREFORE the parties agree as follows:
1. Subsection 3(a) of the 1995 Agreement is hereby amended by adding
immediately after the first sentence the following sentence:
Commencing January 1, 1998 Xxxxx'x base salary shall be at a
rate not less than $355,555 per annum.
2. The last sentence of Subsection 4(a) of the 1995 Agreement is hereby
amended by deleting the date "December 31, 2000" and substituting therefor
the date "December 31, 2003".
3. Subsection 4(e) of the 1995 Agreement is hereby deleted.
4. Section 6 of the 1995 Agreement is hereby amended by adding immediately
after Subsection 6(b) a new Subsection 6(c) to read as follows:
(c) NON-ASSIGNABILITY. The retirement benefits provided
under Subsection 6(a) are non-assignable.
5. Subsection 10(g) of the 1995 Agreement is hereby amended to read as
follows:
(g) NOTICES. All notices, requests, demands and other
communications made or given in connection with this
Agreement shall be in writing and shall be deemed to
have been duly given when received, or if sooner, (a)
two business days after date mailed at any general or
branch United States Post Office enclosed in a
registered or certified post-paid envelope, or (b) one
business day after the date of delivery to a recognized
overnight courier, in either case addressed to the
respective parties as follows:
To Employer: The Middleby Corporation
0000 X. Xxxx Xxxx
Xxxxx 000
Xxxxxxx Xxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxxx, Xx.
Chairman of the Board
To Xxxxx: Xxxxx X. Xxxxx
000 Xxxx Xxxxxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
or to such other address as the party to whom notice is to be given
may have previously furnished to the other party in writing in the
manner set forth above.
6. Except as above amended and extended, the 1995 Agreement shall remain in
full force and effect.
IN WITNESS WHEREOF the parties hereto have executed this instrument as
of the day and year first above stated.
THE MIDDLEBY CORPORATION
By:
------------------------------ ------------------------------
Chairman of Board XXXXX X. XXXXX
XXXXXXXX XXXXXXXX INC.
By:
-----------------------------
Chairman of the Board
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