AMENDMENT
TO

      


      EMPLOYMENT
AGREEMENT

      


      THIS
AMENDMENT (“Amendment”) to the Employment Agreement (“Employment Agreement”) by
and between The Middleby Corporation (the “Company”) and Timothy J. FitzGerald
(the “Employee”) dated as of March 7, 2005, is entered into by the Company and
the Employee on, and to be effective as of, December 31,
2008.  Capitalized terms used but not otherwise defined herein shall
have the respective meanings ascribed to such terms in the Employment
Agreement.

      


      WITNESSETH

      


      WHEREAS,
the parties hereto desire to amend the Employment Agreement on the terms set
forth herein, including amendments to allow the Employment Agreement to comply
with, or be exempt from, the requirements of Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”).

      


      NOW,
THEREFORE, in consideration of the foregoing, and of the representations,
warranties, covenants and agreements contained in the Employment Agreement and
herein, and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged and accepted, the parties hereto hereby agree
as follows:

      


      
        	
                 
      

              	
                1.

              	
                A
      new Section 16 of the Employment Agreement is added to the end
      thereof:

              


      

      


      “16.    Section
409A.           It is intended
that the payments and benefits under this Agreement comply with, or as
applicable, constitute a short-term deferral or otherwise be exempt from, the
provisions of Section 409A of the Code and the regulations and other guidance
issued thereunder (“Section 409A”).  The Company shall administer and
interpret this Agreement in a manner so that such payments and benefits comply
with, or are otherwise exempt from, the provisions of Section
409A.  Any provision that would cause this Agreement to fail to
satisfy Section 409A will have no force and effect until amended to comply
therewith (which amendment may be retroactive to the extent permitted by Section
409A).  Notwithstanding anything contained herein to the contrary, to
the extent required in order to avoid accelerated taxation and/or tax penalties
under Section 409A, Employee shall not be considered to have terminated
employment with the Company for purposes of this Agreement and no payments shall
be due to Employee under this Agreement providing for payment of amounts on
termination of employment unless Employee would be considered to have incurred a
“separation from service” from the Company within the meaning of Section
409A.  To the extent required in order to avoid accelerated taxation
and/or tax penalties under Section 409A, amounts that would otherwise be payable
and benefits that would otherwise be provided pursuant to this Agreement during
the six-month period immediately following Employee’s termination of employment
shall instead be paid on the first business day after the date that is six
months following Employee’s termination of employment (or upon death, if
earlier).  In addition, for purposes of this Agreement, each amount to
be paid or benefit to be provided to Employee pursuant to this Agreement which
constitutes deferred compensation subject to Section 409A shall be construed as
a separate identified payment for purposes of Section 409A.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      


      With
regard to any provision herein that provides for reimbursement of costs and
expenses or in-kind benefits, except as permitted by Section 409A, (i) the right
to reimbursement or in-kind benefits shall not be subject to liquidation or
exchange for another benefit, (ii) the amount of expenses eligible for
reimbursement, of in-kind benefits, provided during any taxable year shall not
affect the expenses eligible for reimbursement, or in-kind benefits to be
provided, in any other taxable year, and (iii) such payments shall be made on or
before the last day of Employee’s taxable year following the taxable year in
which the expense occurred.  Any tax gross-up payment as provided
herein shall be made in any event no later than the end of the calendar year
immediately following the calendar year in which Employee remits the related
taxes, and any reimbursement of expenses incurred due to a tax audit or
litigation shall be made no later than the end of the calendar year immediately
following the calendar year in which the taxes that are the subject of the audit
or litigation are remitted to the taxing  authority, or, if no taxes are to
be remitted, the end of the calendar year following the calendar year in which
the audit or litigation is completed.”

      


      Except as
amended hereunder, all other terms and conditions of the Employment Agreement
shall remain in full force and effect.  This Amendment may be executed
in counterparts, each of which shall be an original, with the same effect as of
the signatures hereto and thereto were upon the same
instrument.


      
        
           


        

        
          2

          
            

          

        

        
           


        

      

       

      IN
WITNESS WHEREOF, the parties have executed this Amendment and caused the same to
be duly delivered on their behalf on the day and year first written
above.

       

       

      
        
          
            
              
                
                  
                    
                      
                        	
                                THE MIDDLEBY CORPORATION

                              	 
	 
      	 
      	 
	 	 	 
	
                                By

                              	 
      	 
	 
      	 
      	 
	
                                EMPLOYEE

                              	 
	 
      	 
      	 
	 	 
	
                                Timothy J. FitzGerald