EX-10.19




	




Exhibit 10.19 



AMENDMENT NO. 2 
TO
EMPLOYMENT
AGREEMENT OF SELIM A. BASSOUL 



     
        This
Amendment No. 2 is made this 15th day of December, 2003, by and among THE MIDDLEBY
CORPORATION, a Delaware corporation (“TMC”), MIDDLEBY MARSHALL INC., a Delaware
corporation, (collectively the “Employer”) and SELIM A. BASSOUL (“Employee”). 



RECITALS 



A.         Employer and Employee are
parties to that certain Employment Agreement dated as of May 16, 2002, and as amended
from time to time thereafter (the “Employment Agreement”). 



B.         Employer and Employee
wish to amend the Employment Agreement to make certain changes to Employee’s
compensation. 



AGREEMENT 



     
        NOW
THEREFORE the parties agree as follows: 



1.         Section 4(a) of the
Employment Agreement is hereby amended to read as follows: 










	 	
“(a)
     Base Salary.  For the period beginning July 1, 2002, and ending on December 31,
2003, Employee’s annual base salary rate shall be $360,000.    Effective
           for the period beginning January 1, 2004, the Employer shall pay to Employee a
base salary at a rate per annum of $400,000, payable in accordance with the normal
           payroll practices of Employer.”






	


2.         Section 4(b) of the
Employment Agreement is hereby amended by adding to the end thereof the following new
sentence: 










	 	
“Effective
with respect to bonuses payable under the Management Incentive Plan for fiscal years
ending on and after December 31, 2003, the maximum bonus payable to            the
Employee under the Management Incentive Plan shall be increased to $2,400,000 and the
Employer will modify the Management Incentive Plan accordingly.”






	


3.         Section 4(c) of the
Employment Agreement is hereby amended to read as follows: 



     
        “(c)
     Stock Options. 










	 	     
        (i)
On February 26, 2002, but subject to approval by TMC’s shareholders, Employee was
granted stock options with respect to 200,000 shares of TMC common stock, under the 1998
Stock Incentive Plan. In the event that the 2002 EBITDA Goal, as set forth on Exhibit A,
is attained, TMC shall cause to be granted to Employee an option, under the 1998 Stock
Incentive Plan, with respect to an additional 50,000 shares of TMC common stock, such
grant to be made during the first quarter of 2003 (or as soon thereafter as practicable),
following completion of the year end audit.






	


 






















	 	     
        (ii)
On October 23, 2003, Employee was granted a fully vested stock option with respect to
50,000 shares of TMC common stock, under the 1998 Stock Incentive Plan. This grant is in
lieu of the grant that was to be made to employee under the 1998 Stock Incentive Plan,
with respect to 50,000 shares of TMC common stock during the first quarter of 2004 in the
event that the 2003 EBITDA Goal, as set forth on Exhibit A, is attained.






	 	     
        (iii)
    On October 23, 2003, Employee was granted a fully vested stock option with respect to
125,000 shares of TMC common stock, under the 1998 Stock            Incentive Plan.






	 	     
        (iv)
On October 23, 2003, Employee was granted a stock option with respect to 100,000 shares
of TMC common stock, under the 1998 Stock Incentive Plan, which option shall vest on
October 23, 2008, provided that if, at any time prior to such date, the 20-day average
closing price of TMC’s common stock equals or exceeds the following prices, then the
corresponding shares shall vest immediately:






		20
      Day Average	Number
      of Shares Vesting
		
      

    	
      

    
	   		
	                                       	$36.00	20,000
		$37.00	20,000
	                                       	$38.00	20,000
		$39.00	20,000
	                                       	$40.00	20,000






	 	
Notwithstanding
anything contained to the contrary, the 100,000 shares of TMC common stock referred to in
this Section shall immediately vest upon a change of            control.






	 	     
        (v)
All options granted to Employee prior to December 15, 2003, shall be amended, and the
form of option agreement used for the grant of any option to Employee on or after such
date shall be revised, to remove any limitations on vesting of such option(s) in the event
of a change in control on account of the provisions of sections 280G or 4999 of the
Internal Revenue Code (or any successor or replacement sections thereto).






	


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        (vi)
TMC agrees to amend the 1998 Stock Incentive Plan, enter into one or more stock option
agreements with the Employee, and modify any other plans or agreements as is necessary to
comply with the terms of this Section 4(c).”






	


4.         Section 4 of the
Employment Agreement is hereby amended by adding the following new subsections (d) and
(e) to the end thereof: 










	 	
“(d)
     Expense Reimbursement.  Employer shall reimburse Employee for those reasonable legal
and consulting expenses incurred by him for personal financial, tax            and estate
planning purposes.






	 	
(e)
      2003 Bonuses.






	 	     
        (i)
      The Employer agrees to accelerate the payment of approximately 90% of Employee’s
projected bonus for 2003 to be paid no later than December 31,            2003, rather
than in 2004 as is normally the case.  Payment of the bonus is further conditioned upon
attainment of the pre-approved performance goals for 2003,            prorated to the
date of payment.






	 	     
        (ii)
In light of the Employer’s financial success during 2003, the Employer agrees to pay
to Employee a bonus, in addition to any incentive compensation to which Employee may
become entitled under the Management Incentive Plan for 2003, in the amount of $125,000
plus applicable Medicare and state taxes (if any) calculated as mutually agreed by
Employer and Employee, such amount to be paid to Employee in cash, in one lump sum, no
later than December 31, 2003. Notwithstanding anything contained herein or in the
Management Incentive Plan to the contrary, the amount of the bonus payable pursuant to
this Section 4(e)(ii) shall be excluded from the calculation of EBITDA under the
Management Incentive Plan for purposes of determining bonuses thereunder and the Employer
will modify the Management Incentive Plan accordingly.”






	


5.         Section 5(a) of the
Employment Agreement is hereby amended to read as follows: 










	 	
“(a)
     Employee’s employment hereunder may be terminated by Employer or by Employee at
any time, or by the death of the Employee.  Such termination shall
           automatically terminate all of the Employer’s obligations not theretofore
accrued under this Agreement other than as specifically set forth in this Agreement or in
           any employee benefit plan, program or arrangement in which Employee
participates.  If the Employee’s employment is involuntarily terminated other than
for “Cause”           (as defined below), incentive compensation under the
Management Incentive Plan for any year shall be deemed to have accrued as of the date of
termination if and to            the extent that incentive compensation under the
Management Incentive Plan would have been payable to Employee if he had been employed on
the last day of such            fiscal year and shall be (i) pro rated based on the
number of days that Employee was employed during the fiscal year and (ii) payable in the
following fiscal year,            on the earlier of April 1 or at the same time as
incentive compensation under the Management Incentive Plan for such year is paid to those
employees who are still            employed by the Employer.”






	


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6.         Section 5(b) of the
Employment Agreement is hereby amended to read as follows: 










	 	
“(b)
     Notwithstanding anything to the contrary contained in this Agreement, in the event
that (i) the Employer terminates Employee’s employment under this
           Agreement (as hereafter amended or extended) without “Cause” (as
defined below), or (ii) the Employee terminates his employment under this Agreement
within the            six-month period immediately following a “Change in Control” (as
defined below), by providing written notice of such termination to the Employer, Employee
shall be            entitled to (A) payments for a period of twenty-four (24) months
following his date of termination of employment in an amount equal to his annual monthly
salary in            effect at such date, payable at the times such amounts would have
been payable were Employee still employed by the Employer; and (B) a payment equal to two
times            the amount of his incentive compensation under the Management Incentive
Plan with respect to the fiscal year immediately prior to the year in which the
termination            occurs, payable in a single lump sum payment to Employee,
provided, however, that the amount payable pursuant to clauses (A) and (B) shall be
limited to the            largest amount (if any) which, when added to all other payments
made to the Employee and described in Section 280G(b)(2) of the Code does not constitute
a            “parachute payment” within the meaning of Section 280G(b)(2)
thereof.  The limitations on the payments made pursuant to clauses (A) and (B) shall in
no way limit            any other payments made to the Employee which may be described in
Section 280(G)(b)(2) of the Code and shall in no way limit the Employer’s obligation
under            Section 5(f) hereof.”






	


7.         Section 5(c) of the
Employment Agreement is hereby amended to read as follow: 










	 	
“(c)
     Notwithstanding anything to the contrary contained in this Agreement, in the event
that Employee’s employment with Employer terminates for any reason            other
than a termination for Cause, then, in any such event Employee shall be entitled to
continued participation by Employee and any dependents who were            participating
immediately prior to Employee’s termination of employment, in all health and medical
plans and programs which the Employer maintains, from time to            time, for its
senior executives and their families, under the same terms and conditions, including
payment of any required employee contributions therefor, as may            generally
apply (including any limitation or termination of coverage of non-spouse dependents after
a stated age), until the later of the death of Employee or            Employee’s
surviving spouse to whom he was married at the time of termination of employment,
provided that such participation in the Employer plans and programs is
           permitted under the provisions of such Employer plans and programs, and
provided, further, that at such time as Employee, or any covered dependent of Employee,
           becomes eligible for health or medical benefits under Title XVIII of the
Social Security Act (Medicare) or any governmental program in replacement thereof, such
           health or medical benefits shall automatically become the primary coverage for
such person(s) and the coverage provided hereunder shall be secondary to such other
           coverage, to the maximum extent permitted under applicable law.  If, while
eligible for benefits under this Subsection 5(c), Employee becomes employed by any
           person and becomes eligible for health and medical benefits under such employer’s
health plan, the Employer shall be relieved, during the period of such employment
           and to the extent of the benefits for which Employee and his dependents are
eligible under such employer’s plan, of the obligation to provide the health and
           medical benefits described in this Subsection 5(c).  In the event that
participation in any such Employer plan or program is barred or otherwise not permitted,
the            Employer shall provide substantially similar health and medical benefits
to Employee and any eligible dependents, in which case the Employer may self-fund such
           benefits or may purchase individual policies or plans to provide such
benefits, in its sole discretion.”






	


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8.         Section 5 of the
Employment Agreement is hereby amended by deleting subsection (f) (the definition of
“Disability”) therefrom. 



9.         Section 5 of the
Employment Agreement is hereby amended by deleting subsection (g) (the definition of
“90% Change in Control”) therefrom. 



10.        Section 5 of the
Employment Agreement is hereby amended by adding to the end thereof a new subsection (f)
to read as follows: 



     
        “(f)
     Parachute Payments. 










	 	     
        (i)
      To the extent that any amount payable to Employee  (hereunder or otherwise)  alone
or together with other  compensation  constitutes a “parachute  payment”            within
the meaning of section  280G(b)(2)  of the Internal  Revenue Code of 1986,  as amended,
 (the “Code”) that would result in some or all of the  compensation  owed being
            characterized  as “excess  parachute  payments” (as defined by
section  280G(b)(1) of the Code), and would,  therefore,  be subject to an excise tax
under section 4999 of the             Code (the “Excise Tax”),  the Employer
 shall pay to the Employee,  at the time specified  below,  that  additional  amount (the
 “Gross-Up  Payment”)  necessary to reimburse             Employee for the
amount of any (i) Excise Tax,  (ii)  federal,  state and local income and  employment
 taxes  (including  additional  Excise Tax) payable with respect to the
            Gross-Up  Payment,  and (iii)  interest,  penalties  or additions to tax
payable by the  Employee  with  respect to the Excise Tax or the  Gross-Up  Payment.  For
purposes of             determining the amount of the Gross-Up Payment,  the Employee
shall be deemed to pay federal income taxes at the highest marginal rates of taxation
 applicable to individuals             as are in effect in the calendar year in which the
Gross-Up  Payment is to be made and state and local income taxes at the highest  marginal
 rates of taxation  applicable to             individuals as are in effect in the state
and locality of the Employee’s residence,  and/or any other state or locality that
may be applicable,  in the calendar year in which             the Gross-Up  Payment is to
be made,  net of the maximum  reduction in federal  income taxes that can be obtained
 from  deduction of such state and local taxes,  taking into             account any
limitations applicable to individuals subject to federal income tax at the highest
marginal rates.






	


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        (ii)
     The Gross-Up  Payments  provided for in Section  5(f)(i)  above shall be made upon
the earlier of (i) the payment to the  Employee of  compensation  in the
            nature of a parachute payment or (ii) the imposition upon the Employee or
payment by the Employee of any Excise Tax.






	 	     
        (iii)
    If it is established  pursuant to a final  determination of a court or an Internal
 Revenue Service  proceeding that the Excise Tax is less than the amount
            taken into account under Section 5(f)(i) above, the Employee shall repay to
the Employer within thirty (30) days of Employee’s  receipt of notice of such final
 determination             the portion of the Gross-Up  Payment  attributable to such
reduction  (plus the portion of the Gross-Up  Payment  attributable to the Excise Tax and
federal,  state and local             income and  employment  taxes imposed on the
Gross-Up  Payment being repaid by the Employee,  if such repayment  results in a
reduction in Excise Tax or a federal,  state and             local income tax deduction).
 If it is established  pursuant to a final  determination  of a court or an Internal
 Revenue Service  proceeding that the Excise Tax exceeds the             amount taken
into account  under Section  5(f)(i) above  (including by reason of any payment the
existence or amount of which cannot be determined at the time of the Gross-Up
            Payment),  the Employer  shall make any  additional  Gross-Up  Payment in
respect of such excess  within  thirty (30) days of the  Employer’s  receipt of
notice of such final             determination.






	 	     
        (iv)
     Notwithstanding  anything  contained herein or in the Management  Incentive Plan to
the contrary,  the amount of any payments made pursuant to this Section             5(f)
shall be excluded from the calculation of EBITDA under the Management Incentive Plan for
purposes of determining bonuses thereunder.”






	


11.        The Employer agrees to
modify any and all agreements, plans and contracts as may be necessary to effectuate the
terms of this Amendment. 



12.        The effective date of
this Amendment No. 2 is October 23, 2003. 



13.        Except as above amended,
the Employment Agreement shall remain in full force and effect. 



     
        IN
WITNESS WHEREOF the parties hereto have executed this instrument on the day and
year first above stated. 









	THE
      MIDDLEBY CORPORATION

      AND

      MIDDLEBY MARSHALL INC. 

      	      	SELIM
      A. BASSOUL
	    

             		
	By: /s/ William
      F. Whitman, Jr.

             ——————————————
      

             Chairman of the Board

      		/s/ Selim A.
      Bassoul

      ——————————————
      






	


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