STOCK OPTION AGREEMENT

Exhibit 4.5

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:

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:

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 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.

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:

g)                                      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;

h)                                      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

i)                                          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 death, whichever is the shorter period.

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Whether a Grantee is disabled within the meaning of Section 422(c)(6) of the Code shall be determined in each case, in its discretion, by the board of directors stock option committee (the “Committee”), and any such determination by the Committee shall be final and binding.

5.             Nontransferability.   The Grantee may not transfer the Option except by will or the laws of descent and distribution, and during the lifetime of the Grantee, the Option will be exerciseable only by the Grantee or his guardian or legal representative.  However, subject to the approval of the Board, the Option may be transferable as permitted under the Exchange Act, as long as such transfers are made to one or more of the following: family members, including children of the Grantee, the spouse of the Grantee, or grandchildren of the Grantee, trusts for such family members or charities (“Transferees”), and provided that such transfer is a bona fide gift and accordingly, the Grantee receives no consideration for the transfer, and that the Option