AMENDMENT
TO

    


    EMPLOYMENT
AGREEMENT


    


    THIS
AMENDMENT (“Amendment”) to the Employment Agreement (“Employment Agreement”) by
and between The Middleby Corporation (the “Company”) and Selim A. Bassoul (the
“Employee”) dated as of December 23, 2004, 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.

            	
              Section
      6(d) of the Employment Agreement is hereby amended by replacing such
      Section in its entirety with the
following:

            


    

    


    “(d)        Time
of Payment of Retirement Benefit.  Upon Employee's retirement on or
after the Early Retirement Date, subject to the provisions of Section 6(g),
Employer shall commence payment of the monthly supplemental retirement benefit,
as applicable, as of the end of the month in which such retirement occurs, and
shall make each monthly payment at the end of each month thereafter. For
purposes of this Section 6, the term “retirement” shall mean Employee’s
separation from service (other than due to death) on or after Early Retirement
Date (i.e., the date on which Employee attains age 55).

    


    
      	
               
      

            	
              2.

            	
              Section
      6(e)(vi) of the Employment Agreement is hereby amended by replacing the
      Section in its entirety with the
following:

            


    

    


    “(vi)       In
the event of Employee's death, either prior to or after the commencement of
payments pursuant to this Section 6 (but prior to Employee attaining the age of
75 years), the applicable supplemental retirement benefits shall be paid (or
shall continue to be paid, if already in pay status) to such beneficiary as
Employee shall designate in writing (or in the absence of such designation, to
his estate) in a lump sum cash payment equal to the present value of Employee's
supplemental retirement benefit determined under subparagraphs (a), (b) or (c)
or (e)(i), (ii), (iii) or (iv) above, as applicable, as reasonably determined by
the Employer, payable on the first day of the month following Employee's
death.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              3.

            	
              A
      new Section 17 of the Employment Agreement is added to the end
      thereof:

            


    

    


    “17.        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.”

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    


    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.

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    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

                          	 
	 
      	 
      	 
	 
      	 
      	 
	 
      	
                            Selim
      A. Bassoul