EXHIBIT 10.1
THE MIDDLEBY CORPORATION
1400 Toastmaster Drive
Elgin, Illinois 60120
February 15, 2005
William F. Whitman, Jr.
8050 Southeast S.E. Little Harbour Drive,
H-7
Hobe Sound, Florida 33455
Mr. Whitman:
Reference is made to that certain Stock Repurchase Agreement,
dated as of December 23, 2004 (the
"Agreement"), by and among The Middleby
Corporation (the "Company"), you and the
other parties signatory thereto.
You hereby agree that, pursuant to Section 6.3(a) of the
Agreement, the payment by the Company to
you in the amount of $7,500,000 by
wire transfer of immediately available
funds shall constitute the full and
final satisfaction of the Company's
obligations to fund the monthly pension
benefits described in Section 7(a) of the
Amended and Restated Employment
Agreement of William F. Whitman, Jr., dated
January 1, 1995, as amended (the
"Monthly Pension Benefits"). Upon receipt
of the foregoing amount, you also
hereby agree to release absolutely and
forever discharge the Company and each
of its affiliated companies from and
against all obligations
