AMENDMENT NO. 1 TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
OF XXXXXXX X. XXXXXXX, XX.
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
XXXXXXX X. XXXXXXX, XX. ("XXXXXXX").
RECITAL
Employer and Xxxxxxx 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. Section 2 of the 1995 Agreement is hereby amended by deleting the date
"December 31, 2000" and substituting therefor the date "December 31,
2003".
2. Section 4(a) of the 1995 Agreement is hereby amended by adding
immediately after the first sentence the following sentence:
Commencing January 1, 1998 Xxxxxxx'x base salary shall be at a rate
not less than $414,815 per annum.
3. Section 7 of the 1995 Agreement is hereby amended by adding immediately
after Subsection 7(c) a new Subsection 7(d) to read as follows:
(d) NON-ASSIGNABILITY. The retirement benefits provided
under Subsection 7(a) are non-assignable.
4. Section 14 of the 1995 Agreement is hereby amended to read as follows:
14. 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: President
To Xxxxxxx: Xxxxxxx X. Xxxxxxx, Xx.
Belfair Plantation
00 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxx, Xxxxx 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.
5. 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:__________________________ _____________________________
President and Chief XXXXXXX X. XXXXXXX, XX.
Executive Officer
MIDDLEBY MARSHALL INC.
By:__________________________
President and Chief
Executive Officer
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