EX-10.21




	




Exhibit 10.21 









	THE
      MIDDLEBY CORPORATION
	
      

    
	1400
      Toastmaster Drive, Elgin, Illinois 60120 • (847) 741-3300 • Fax
      (847) 741-9561






	


CONFIDENTIAL 



THE MIDDLEBY
CORPORATION
SEVERANCE AGREEMENT



The Middleby Corporation
(“Middleby” or “Employer”) and Timothy J. FitzGerald
(“Employee”) enter into this severance agreement on this 1st day of
March 2004. In recognition of the Employee’s past and continued service to
The Middleby Corporation, Middleby agrees to provide the Employee with two years
of base salary severance and two years of normal employer provided health
insurance in the event of the Employee’s involuntary termination of
employment from Middleby for any reason other than Cause. Cause shall mean gross
negligence, willful misconduct, breach of fiduciary duty involving personal
profit, substance abuse, or commission of a felony. 



This two-year base salary
severance and health insurance guarantee to the Employee will also be in effect
in the event of a Change of Control of Middleby and shall be considered a
liability of the successor owner of Middleby. In the event of a Change of
Control of Middleby, Employee shall have the right at any time within the
six-month period immediately following the Change of Control to terminate his
employment by providing written notice to Middleby or its Successor. Upon
providing such notice of termination Employee shall be entitled to receive two
years of base salary severance and two years of normal employer provided health
insurance. For purposes of this agreement a Change of Control shall mean any
twenty-five percentage point increase in the percentage of outstanding voting
securities of The Middleby Corporation hereafter held by any person or group of
persons who agree to act together for the purpose of acquiring, holding, voting,
or disposing of such voting securities as compared to the percentage of
outstanding voting securities of The Middleby Corporation held by such person or
group of persons on the date hereof. 



     
        Example:
On February 11, 2004 individual A owns 2.42% of the total outstanding voting
securities of The Middleby Corporation. Thereafter, individual A commences a
series of open market and private purchases, and on March 1, 2004 for the first
time his holdings exceed 27.42% of the outstanding voting securities of The
Middleby Corporation. A Change of Control occurs on March 1, 2004. 



In addition, if the
Employee is involuntarily terminated other than for Cause by Middleby or its
Successor, 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 Middleby or its Successor. 



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.






	


 






















	 	     
        (ii)
     The Gross-Up  Payments  provided for 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 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 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 Parachute Payments
           Section shall be excluded from the calculation of EBITDA under the Management
Incentive Plan for purposes of determining bonuses thereunder.






	


This agreement expires two
years from the date first above written (the “Expiration Date”),
provided however that such expiration shall not limit or diminish
Employee’s rights hereunder which are triggered by (i) involuntary
termination of Employee’s employment prior to the Expiration Date, or (ii)
voluntary termination of Employee’s employment within the six-month period
immediately following a Change of Control if such Change of Control occurs prior
to the Expiration Date. 









	Agreed: /s/
      Timothy J. FitzGerald	Timothy
      J. FitzGerald, VP and CFO
	               ——————————————–	
	   	
	For Middleby:
      /s/ Selim A. Bassoul	Selim A. Bassoul,
      President and CEO
	                          ————————————   	






	


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