|
Exhibit 10.1
THE MIDDLEBY CORPORATION
1998 STOCK INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
The Middleby Corporation (the "Company"), desiring to afford
an
opportunity to the Grantee named below to purchase certain
shares of the
Company's common stock, $.01 par value ("Common Stock"), in
order to provide
the Grantee an added incentive as an employee of the Company,
hereby grants to
Grantee, pursuant to the terms of The Middleby Corporation 1998
Stock Option
Plan (the "Plan"), a non-qualified option ("Option") to purchase
the number of
such shares specified below, during the term ending at 5 o'clock
p.m.
(prevailing local time at the Company's principal offices) on
the expiration
date of this Option specified below, at the Option exercise
price specified
below, subject to and upon the following terms and
conditions:
1. Identifying Provisions. As used in this Option, the
following
terms shall have the following respective meanings:
(a) Grantee: __________________________
(b) Date of grant: __________________________
(c) Number of shares optioned: __________________________
(d) Option exercise price per share:
__________________________
(e) Expiration Date: __________________________
2. Timing of Purchases. Subject to the other terms of this
Agreement regarding the exercisability of this Option, this
Option may be
exercised in accordance with the following schedule:
This Option shall be Exercisable
With Respect to the Following
Shall be Exercisable Cumulative Number of Shares
-------------------- ---------------------------
___, 2006 ___ Shares of Common Stock shall
to ___, 2015 be exercisable IF the closing
price of the MiddlebyCorporation
common stock averages $___ per
share or higher over any
consecutive period of 45 business
days or greater between the dates
of ___, 2005 and ___, 2009.
___ Shares of Common Stock shall
___, 2007 be exercisable IF the closing
to ___, 2015 price of the Middleby Corporation
common stock averages $___ per
share or higher over any
consecutive period of 45 business
days or greater between the dates
of ___, 2006 and ___, 2009.
___, 2008 ___ Shares of Common Stock shall
to ___, 2015 be exercisable IF the closing
price of the Middleby Corporation
common stock averages $___ per
share or higher over any
consecutive period of 45 business
days or greater between the dates
of ___, 2007 and ___, 2009.
___, 2009* ___ Shares of Common Stock shall
to ___, 2015 be exercisable IF the closing
price of the Middleby Corporation
common stock averages $___ per
share or higher over any
consecutive period of 45 business
days or greater between the dates
of ___, 2008 and ___, 2009
* If the options fail to vest before ___, 2009 in accordance
with the
criteria indicated above, such options shall be deemed to be
expired.
Any exercise shall be accompanied by a written notice to the
Company
specifying the number of shares as to which the Option is being
exercised.
Notation of any partial exercise shall be made by the Company on
a schedule
attached hereto.
3. Exercise: Payment For and Delivery of Stock. Grantee
shall
acquire shares pursuant to this Option by delivering to the
Company a written
notice of exercise, specifying the number of shares as to which
Grantee desires
to exercise this Option and the date on which Grantee desires to
complete the
transaction. Grantee shall pay to the Company the full purchase
price of the
shares to be acquired hereunder, in cash, on or before the date
specified for
completion of the purchase. Alternatively, such payment may be
made in whole or
in part in any of the following manner:
a) With shares of the same class of stock as that then subject
to
the Option, delivered in lieu of cash concurrently with such
exercise, the shares so delivered to be valued on the basis
of
the fair market value of stock, provided that the Company is
not then prohibited from purchasing or acquiring shares of
such
stock and the shares of stock were not obtained within the
six
months prior through the exercise of a stock option
previously
granted by the Middleby Corporation.
No shares shall be issued hereunder until full payment has been
made to the
Company. If the Company is required to withhold federal income
taxes on account
of any present or future income or employment tax imposed in
connection with
Grantee's exercise of this Option, Grantee shall be required to
pay all such
withholding in cash as a condition to the receipt of shares. If
the Grantee,
however, fails to tender payment for such withholding, the
Company may withheld
from the Grantee sufficient shares or fractional shares having a
fair market
value equal to such amount.
4. Restrictions on Exercise. The following additional
provisions
shall apply to the exercise of this Option:
a) If the employment of a Grantee who is not disabled within
the
meaning of Section 422(c)(6) of the Internal Revenue Code of
1986, as amended (the "Code") (a "Disabled Grantee") is
terminated for any reason other than death, any portion of
this
Option that is outstanding and exercisable by the Grantee at
the time of such termination shall be exercisable, in
accordance with the provisions of this Agreement, by such
Grantee at any time prior to the expiration date of this
Option
or within three months after the date of such termination of
employment, whichever is the shorter period;
b) If the employment of a Grantee who is a Disabled Grantee
is
terminated by reason of such Disability, any portion of this
Option that is outstanding and exercisable by the Grantee at
the time of such termination shall be exercisable, in
accordance with the provisions of this Agreement, by such
Grantee at any time prior to the expiration date of this
Option
or within one year after the date of such termination of
employment, whichever is the shorter period; and
c) Following the death of a Grantee during employment, any
portion
of this Option that is outstanding and exercisable by the
Grantee at the time of his or her death shall be
exercisable,
in accordance with the provisions of this Agreement, by the
person or persons entitled to do so under the will of the
Grantee, or, if the Grantee shall fail to make testamentary
disposition of this Option or shall die intestate, by the
legal
representative of the Grantee at any time prior to the
expiration date of this Option or within one year after the
date of
| 
