Exhibit 10.2


                            THE MIDDLEBY CORPORATION

                            1998 STOCK INCENTIVE PLAN
                           RESTRICTED STOCK AGREEMENT

     This RESTRICTED STOCK AGREEMENT (this "Agreement"), dated as of the ___ day
of _______,  2005,  is entered into by and between The Middleby  Corporation,  a
Delaware  corporation  (the  "Company"),  Middleby  Marshall  Inc.,  a  Delaware
Corporation ("MMI") (together, the "Employer"), and _____________ (the "Grantee"
and, together with the Company, the "Parties").



                                    RECITALS

          A.   Pursuant to the Company's 1998 Stock Incentive Plan (the "Plan"),
the Board of Directors of the Company (the "Board"), as the administrator of the
Plan, has determined to grant to the Grantee  restricted shares of the Company's
common stock, par value $0.01 per share (the "Common  Stock"),  on the terms and
conditions set forth herein, and hereby grants such restricted shares.

          B.   Such grant is made in satisfaction of certain  obligations of the
Employer under Section ___ of the employment agreement between the Company, MMI,
and the Grantee, dated _______, 2005, (the "Employment Agreement").

          Any capitalized  terms not defined herein shall have their  respective
meanings set forth in the Plan.

          NOW, THEREFORE, the Parties hereto agree as follows:

     1.   Grant of  Restricted  Stock.  The Grantee is  entitled  to  __________
shares of Common Stock  pursuant to the terms and  conditions of this  Agreement
(the  "Restricted  Stock")  granted as of _______,  2005, (the "Date of Grant"),
subject to the restrictions set forth below and the terms of this Agreement. The
Grantee shall not be required to pay any cash  consideration in exchange for the
Restricted Shares.

     2.   Restrictions and Restricted Period.

          (a)  Restrictions.  Shares of Restricted  Stock granted  hereunder may
not be sold, assigned, transferred,  pledged, hypothecated or otherwise disposed
of and shall be subject to a risk of  forfeiture as described in Section 4 below
until the lapse of the Restricted Period (as defined below).
<PAGE>

          (b)  Restricted  Period.  The restrictions set forth above shall lapse
and the  shares  of  Restricted  Stock  shall  become  vested  and  transferable
(provided,  that such transfer is otherwise in accordance with federal and state
securities  laws) as to: _____ of the shares of Restricted Stock on December 31,
2005; _____ shares of the Restricted Stock on December 31, 2006; _____ shares of
the Restricted  Stock on December 31, 2007; _____ shares of the Restricted Stock
on December 31, 2008; _____ shares of the Restricted Stock on December 31, 2009,
provided in each case that the Grantee is employed by the  Employer on such date
(the "Restricted Period").

     3.   Rights of a  Stockholder.  From and after the Date of Grant and for so
long as the Restricted  Stock is held by or for the benefit of the Grantee,  the
Grantee shall have all the rights of a  stockholder  of the Company with respect
to the  Restricted  Stock,  including,  but not limited to, the right to receive
dividends  and the right to vote such  shares.  If there is any stock  dividend,
stock split or other change in character or amount of the Restricted Stock, then
in such event,  any and all new,  substituted or additional  securities to which
Grantee is  entitled  by reason of the  Restricted  Stock  shall be  immediately
subject to the  Restrictions  with the same  force and effect as the  Restricted
Stock subject to such Restrictions immediately before such event.

     4.   Cessation of Employment.

          (a)  Forfeiture.  If the  Grantee's  employment  with the  Employer is
terminated  for any reason  other  than those set forth in Section  4(b) of this
Agreement,  then any portion of the  Restricted  Stock for which the  Restricted
Period has not lapsed shall be forfeited to the Company  without  payment of any
consideration by the Company, and neither the Grantee nor any of his successors,
heirs,  assigns, or personal  representatives  shall thereafter have any further
rights or interests in such shares of Restricted Stock.

          (b)  Accelerated Vesting. If the Grantee's employment is terminated by
the  Employer  for reasons  other than  "Cause"  (as  defined in the  Employment
Agreement) or the Grantee  terminates his employment within the six-month period
immediately  following  a "Change in  Control"  (as  defined  in the  Employment
Agreement), by providing written notice of such termination to the Employer, the
Restricted Stock shall immediately vest in full.

     5.   Certificates. Restricted Stock granted herein may be evidenced in such
manner as the Board shall  determine.  If certificates  representing  Restricted
Stock are  registered  in the name of the  Grantee,  then the Company may retain
physical possession of the certificate until the Restricted Period has lapsed.

     6.   Legends. The Company may  require,  as a condition of the issuance and
delivery  of  certificates  evidencing  Restricted  Stock  pursuant to the terms
hereof, that the certificates bear the legend as set forth immediately below, in
addition to any other legends  required under federal and state  securities laws
or as otherwise  determined by the Board. All  certificates  representing any of
the shares of Restricted Stock subject to the provisions of this Agreement shall
have endorsed thereon the following legend:
<PAGE>
                    THE SHARES  REPRESENTED BY THIS  CERTIFICATE  ARE SUBJECT TO
                    CERTAIN RESTRICTIONS UPON TRANSFER HELD BY THE ISSUER OR ITS
                    ASSIGNEES(S)AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY
                    AND THE HOLDER OF THE SHARES,  A COPY OF WHICH IS ON FILE AT
                    THE PRINCIPAL OFFICE OF THE COMPANY.

Such legend  shall not be removed  until such shares vest  pursuant to the terms
hereof.

     7.   Taxes. The Grantee shall pay to the Employer promptly upon request, at
the time the  Grantee  recognizes  taxable  income in  respect  to the shares of
Restricted  Stock, an amount equal to the federal,  state and/or local taxes the
Company  determines it is required to withhold  under  applicable  tax laws with
respect to the shares of Restricted  Stock.  In lieu of collecting  payment from
the Grantee,  the Employer may, in its discretion,  distribute  vested shares of
Common  Stock net of the number of whole  shares of Common Stock the fair market
value of which is equal to the minimum amount of federal,  state and local taxes
required to be withheld under applicable tax laws. The Grantee  understands that
he (and not the Company)  shall be  responsible  for any tax liability  that may
arise as a result of the transactions contemplated by this Agreement.

     8.   Miscellaneous.

          (a)  Restrictions on Transfer.  Shares of Restricted  Stock may not be
transferred or otherwise  disposed of by the Grantee,  including by way of sale,
assignment, transfer, pledge, hypothecation or otherwise, except as permitted by
the Committee, or by will or the laws of descent and distribution.

          (b)  Compliance with Law and Regulations. The award and any obligation
of the Employer hereunder shall be subject to all applicable federal,  state and
local laws,  rules and  regulations  and to such  approvals by any government or
regulatory  agency as may be  required.  Any  purported  transfer or sale of the
shares of Common Stock shall be subject to restrictions  on transfer  imposed by
any applicable state and federal securities laws. Any transferee shall hold such
shares  of  Common  Stock  subject  to  all  the  provisions  hereof  and  shall
acknowledge the same by signing a copy of this Agreement.

          (c)  Invalid  Transfers.  No  purported  sale,  assignment,  mortgage,
hypothecation, transfer, pledge, encumbrance, gift, transfer in trust (voting or
other) or other  disposition  of, or creation of a security  interest in or lien
on, any of the shares of Restricted  Stock by any holder thereof in violation of
the  provisions  of this  Restricted  Stock  Agreement  shall be valid,  and the
Company will not transfer any of said shares of Restricted Stock on its books or
otherwise nor will any of said shares of  Restricted  Stock be entitled to vote,
nor will any  dividends  be paid  thereon,  unless and until there has been full
compliance  with  said  provisions  to  the  satisfaction  of the  Company.  The
foregoing restrictions are in addition to and not in lieu of any other remedies,
legal or equitable, available to enforce said provisions.
<PAGE>

          (d)  Incorporation   of  Plan.   This  Agreement  is  made  under  the
provisions of the Plan (which is incorporated  herein by reference) and shall be
interpreted in a manner consistent with it. To the extent that this Agreement is
silent with respect to, or in any way inconsistent  with, the terms of the Plan,
the  provisions  of the Plan shall govern and this  Restricted  Stock  Agreement
shall be deemed to be modified accordingly.

          (e)  Notices.  Any notices  required or permitted  hereunder  shall be
addressed to the Employer,  at its principal  offices,  or to the Grantee at the
address  then on record with the  Employer,  as the case may be, and  deposited,
postage prepaid,  in the United States mail.  Either party may, by notice to the
other  given in the  manner  aforesaid,  change  his or its  address  for future
notices.

          (f)  Successor.  This Agreement shall bind and inure to the benefit of
the  Employer,  its  successors  and  assigns,  and the  Grantee  and his or her
personal representatives and beneficiaries.

          (g)  Governing Law. This Agreement  shall be governed by and construed
in accordance with the laws of the State of Delaware. The Board shall have final
authority to interpret and construe the Plan and this  Agreement and to make any
and all  determinations  under  them,  and its  decision  shall be  binding  and
conclusive  upon the  Grantee  and his  personal  and legal  representatives  in
respect of any questions arising under the Plan or this Agreement.

          (h)  Amendment.  This  Agreement  may be  amended or  modified  by the
Employer  at any time;  provided  that  notice is  provided  to the  Grantee  in
accordance  with  Section  8(e);  and  provided  further  that no  amendment  or
modification  that is adverse to the rights of the  Grantee as  provided by this
Agreement shall be effective unless set forth in a writing signed by the parties
hereto.
<PAGE>
          IN WITNESS  WHEREOF,  the Parties have executed this  Agreement on the
day and year first above written.

THE MIDDLEBY CORPORATION


By
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Name:
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Title:
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MIDDLEBY MARSHALL INC.


By
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Name:
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Title:
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The undersigned hereby accepts and agrees to all the terms and provisions of the
foregoing Agreement.


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[Grantee]



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Address