8-K

===============================================================================

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


        Date of Report (Date of earliest event reported): April 29, 2005


                            THE MIDDLEBY CORPORATION
             (Exact Name of Registrant as Specified in its Charter)


         Delaware                       1-9973                   36-3352497
(State or Other Jurisdiction    (Commission File Number)       (IRS Employer
     of Incorporation)                                      Identification No.)


     1400 Toastmaster Drive, Elgin, Illinois                   60120
     (Address of Principal Executive Offices)                (Zip Code)


                                 (847) 741-3300
              (Registrant's telephone number, including area code)


                                      N/A
         (Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))



Item 1.01         Entry Into a Material Agreement.

                  In connection with the previously disclosed grant of options
(the "Options") by The Middleby Corporation (the "Company") on February 28,
2005 to the following officers of the Company: Mark A. Sieron, Phil Dei Dolori,
Nazih Ibrahim and Martin M. Lindsay (collectively, the "Officers," and each, an
"Officer"), each of the Officers entered into a Non-Qualified Stock Option
Agreement substantially in the form attached hereto as Exhibit 10.1 (the
"Option Agreement") and a Confidentiality and Non-Competition Agreement
substantially in the form attached hereto as Exhibit 10.2 (the "Non-Competition
Agreement").

                  The Option Agreement sets forth the previously disclosed
terms of the Options. The Non-Competition Agreement contains provisions (i)
requiring that the Officer maintain the confidentiality of the Company's
confidential information; (ii) restricting an Officer's ability to compete with
the Company for a period of one year following such Officer's voluntary
termination of employment in the event that such termination occurs within
five years of the date of the Non-Competition Agreement; and (iii) restricting
an Officer's ability to solicit customers, suppliers or employees of the
Company for a period of one year following such Officer's voluntary termination
of employment in the event that such termination occurs within five years
of the date of the Non-Competition Agreement. Violation of any of the foregoing
would result in the recission of the Option and forfeiture by the Officer of
any shares acquired from the exercise of the Option and/or the profits from the
sale of any such acquired shares.

                  Copies of the form of the Option Agreement and form of the
Non-Competition Agreement are attached hereto as Exhibits 10.1 and 10.2,
respectively. The foregoing descriptions of the Option Agreement and
Non-Competition Agreement are qualified in their entirety by reference to the
complete copies of the agreements attached hereto as exhibits.

Item 9.01.        Financial Statements and Exhibits.

                  (c)      Exhibits.

Exhibit No.       Description
- -----------       ----------------------------------------------------------

Exhibit 10.1      Form of Non-Qualified Stock Option Agreement

Exhibit 10.2      Form of Confidentiality and Non-Competition Agreement



                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                         THE MIDDLEBY CORPORATION


Dated: May 5, 2005                       By: /s/ Timothy J. FitzGerald
                                             ----------------------------------
                                             Timothy J. FitzGerald
                                             Vice President and Chief Financial
                                             Officer



                                 EXHIBIT INDEX

Exhibit No.       Description
- -----------       ---------------------------------------------------------

Exhibit 10.1      Form of Non-Qualified Stock Option Agreement

Exhibit 10.2      Form of Confidentiality and Non-Competition Agreement

EX-10

                                                                   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 death, whichever is the shorter period.

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 transferred continues to be subject to the same terms and conditions
that were applicable to the Option immediately prior to the transfer. In the
event of such a transfer, the Transferee may not subsequently transfer the
Option. However, the designation of a beneficiary will not constitute a
transfer. The Option may not be exercised to any extent by anyone after the
expiration of its term. The Company assumes no responsibility and is under not
obligation to notify a Transferee of early termination of the Option on account
of the Grantees complete termination of employment, directorship and/or
consultancy.

         6.     Changes in Capital Structure. If the outstanding shares of
Common Stock of the Company are increased or decreased or changed into or
exchanged for a different number or kind of shares or other securities of the
Company or of another corporation by reason of any reorganization, merger,
consolidation, plan of exchange, recapitalization, reclassification, stock
split, combination of shares, or dividend payable in shares, appropriate
adjustment shall be made by the Committee to the end that the Grantee's
proportionate interest derived under this Option is maintained as before the
occurrence of such event. The Committee may also require that any securities
issued in respect of or exchange for shares issued hereunder that are subject
to restrictions be subject to similar restrictions. Notwithstanding the
foregoing, the Committee shall have no obligation to effect any adjustment that
would or might result in the issuance of fractional shares, and any fractional
shares resulting from any adjustment may be disregarded or provided for in any
manner determined by the Committee. Any such adjustments made by the Committee
shall be conclusive.

         If any such adjustment provided for in this Paragraph 6 requires the
approval of stockholders of the Company in order to enable the Company to
adjust the Option, then no such adjustment shall be made without the required
stockholder approval.

         7.     Acceleration of Vesting and Exercise Upon Certain Transactions.
In anticipation of (a) the dissolution or liquidation of the Company; or (b) a
reorganization, merger or consolidation of the Company as a result of which the
outstanding securities of the class then subject to this Option are changed
into or exchanged for cash or property or securities not of the Company's
issue, or upon a sale of substantially all the property of the Company to, or
the acquisition of stock representing more than fifty percent (50%) of the
voting power of the stock of the Company then outstanding by another
corporation or persons unrelated to the Company or one hundred percent (100%)
of the voting power of the stock of the Company then outstanding to persons
related to the Company, the Company may require that this Option be terminated
as of a date certain. If the Option is to terminate pursuant to the foregoing
sentence, the Grantee shall have the right, at time designated by the Company
prior to the consummation of the transaction causing such termination, to
exercise the unexercised portions of this Option, including the portions
thereof that would, but for this Paragraph 7, not yet be exercisable.

         The Company is authorized by Grantee to collect from Grantee any
additional income, employment or excise taxes, which the Company may incur on
account of this provision.

         8.     Rights in Shares Before Issuance and Delivery. Grantee, or his
executor, administrator or legatee if he is deceased, shall have no rights as a
stockholder with respect to any stock covered by this Option until the date of
issuance of the stock certificate to him for such stock after receipt of the
consideration in full set forth herein, or as may be approved by the Company.
No adjustments shall be made for dividends, whether ordinary or extraordinary,
whether in cash, securities, or other property, for distributions in which the
record date is prior to the date for which the stock certificate is issued.

         9.     Requirements of Law. The certificate or certificates
representing the shares of the Common Stock to be issued or delivered upon
exercise of this Option may bear a legend evidencing the foregoing and other
legends required by any applicable securities laws. Furthermore, nothing herein
shall require the Company to issue any stock upon exercise of this Option if
the issuance would, in the opinion of counsel for the Company, constitute a
violation of the Securities Act of 1933, as amended, the Delaware securities
laws, or any other applicable rule or regulation then in effect.

         10.    Disposition of Shares--Restrictions. If so required by the
Company, no stock shall be acquired upon exercise of this Option unless and
until the Optionee has properly executed a valid stock transfer restriction
agreement, provided by the Company.

         11.    No Right to Continued Service. This Option shall not confer upon
the Grantee any right with respect to continued employment with the Company or
any subsidiary, nor shall it alter, modify, limit or interfere with any right
or privilege of the Company or any subsidiary under any employment contract
heretofore or hereinafter executed with the Grantee, including the right to
terminate the Grantee's employment at any time for or without cause, to change
the Grantee's level of compensation, or to change the Grantee's
responsibilities or position.

         12.    The Middleby Corporation 1998 Stock Incentive Plan. Grantee
hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all
terms and provisions thereof and as the same shall have been amended from time
to time in accordance with the terms thereof, provided that no such amendment
shall deprive the Grantee, without his consent, of this Option or any of his
rights hereunder. Grantee acknowledges and agrees that such provisions are
acceptable to him for all purposes. Grantee further acknowledges and agrees
that in the event of any conflict herewith, the provisions of the Plan shall
govern and control, and this Agreement or the applicable provision hereof shall
automatically be deemed modified to have conformed at all times.

         13.    Notices. Any notice to be given to the Committee shall be
addressed to the Committee in care of the Company at its principal office, and
any notice to be given to the Grantee shall be addressed to him at the address
given beneath his signature hereto or at such other address as the Grantee may
hereafter designate in writing to the Company. Any such notice shall be deemed
duly given when enclosed in a properly sealed envelope or wrapper addressed as
aforesaid, registered or certified, and deposited, postage and registry or
certification fee prepaid, in a post office or branch post office regularly
maintained by the United States Postal Service.

         14.    Miscellaneous. This Agreement and the Plan constitute the entire
agreement and understanding between the Company and the Grantee and may not be
changed, modified or amended by oral statements to the contrary, but only by
written document signed by both parties hereto. The titles to each paragraph
herein are for convenience only and are not to be used in the construction or
interpretation of this document. This Agreement shall be binding on and inure
to the benefit of the parties hereto, and their respective heirs, legatees,
successors and assigns. This Agreement shall be construed in accordance with
the laws of the State of Illinois.

         This document constitutes an offer by the Company to enter into an
Agreement under the terms and conditions herein set forth. Said offer will
expire and terminate without further notice at 5 o'clock p.m. (prevailing local
time at the Company's principal office) on __________________, unless sooner
accepted by the Grantee by delivering a copy of this Agreement, executed by the
Grantee, to the Company on or before said time and date.

         IN WITNESS THEREOF, the Company has granted this Option on the date of
grant specified above.

                           [Signature page follows.]



ACCEPTED:                                THE MIDDLEBY CORPORATION



_________________________________        By:_________________________________
Grantee:                                      Its: __________________________


Address: c/o The Middleby Corporation
             1400 Toastmaster Drive
             Elgin, Il 60120
             Attn: [Grantee]


Date:  __________________________        Date: ______________________________





                        NOTATIONS AS TO PARTIAL EXERCISE


                 Number of       Balance of
Date of          Purchased       Shares on         Authorized         Notation
Exercise         Shares          Option            Signature          Date
- --------         ------          ------            ---------          ----

EX-10

                                                                   Exhibit 10.2


                 CONFIDENTIALITY AND NON-COMPETITION AGREEMENT
                 ---------------------------------------------

         This CONFIDENTIALITY AND NON-COMPETITION AGREEMENT (referred to herein
as this "Agreement") is made and entered by and between __________ ("Employee")
and The Middleby Corporation (the "Company") as of this ___ day of ______, 2005
(the "Agreement Date").

                                R E C I T A L S:
                                ---------------

         WHEREAS, the Company and Employee acknowledge that they have a
confidential relationship and that, in the course of employment by the Company,
Employee will acquire, develop, be provided with and become privy to valuable
confidential, restricted, and proprietary information pertaining to the Company
and its business; and

         WHEREAS, pursuant to the terms of The Middleby Corporation 1998 Stock
Option Plan (the "Plan") and Employee's Non-Qualified Stock Option Agreement
dated as of ___________________ (the "Option Agreement"), Employee has been
granted a non-qualified option (the "Option") to purchase the number of shares
specified in the Option Agreement conditioned upon entering into this
Agreement.

         NOW, THEREFORE, in consideration of Employee's Option, the benefits to
be gained by the performance thereof, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto, intending to be legally bound, hereby agree as follows:

         1. Confidentiality.

            (a) Employee will hold all "Confidential Information" (as defined
below) in strictest confidence at all times during and after Employee's
employment, and will not use or disclose such Confidential Information on
Employee's own behalf, or on the behalf of any third parties, to any business,
individual, partner, firm, corporation, or other entity, at any time, other
than as required in performance of Employee's duties on behalf of the Company
or unless first authorized in writing by an executive officer of the Company.
In the event that Employee is required by law to disclose any Confidential
Information, Employee will give the Company prompt written notice prior to such
disclosure and provide the Company with reasonable assistance in obtaining an
order to protect the Confidential Information from public disclosure.

         (b) For purposes of this Agreement, "Confidential Information" shall
mean any confidential or proprietary information about the Company and/or any
person, firm, company, or other organization that directly, or indirectly,
through one or more intermediaries, controls, is controlled by, or is under
common control with, the Company (each, an "Affiliate," and together,
"Affiliates"), and their joint or respective products, services or clients,
which is developed by or for the Company or its Affiliate or which is owned or
used in the course of business by the Company or its Affiliates, including, but
in no way limited to: (i) information relating to research, development, patent
and copyright development and licensing thereof, trade secrets, inventions,
formulas, designs, drawings, specifications and engineering, laboratory
analysis, production processes, or equipment; (ii) information related to the
specific or unique marketing techniques, price lists, pricing policies, sales,
services, costs, business methods, formulas, product specifications or business
planning of the Company or its Affiliates; (iii) information relating to the
names of customers of the Company or its Affiliates and their representatives,
customer services, or the type, quantity and specifications of products
purchased by or from customers which came into Employee's knowledge,
possession, or control in connection with his or her employment; and (iv)
information relating to the specific or unique computer programs, software,
techniques or equipment of the Company or its Affiliates. The term
"Confidential Information" does not include information, materials or devices
which are generally known to the public (other than as a result of an improper
or unauthorized disclosure by Employee in violation of the terms hereof) or
information, materials or devices that are not in any manner competitively
sensitive to the Company or any of its Affiliates.

         2. Non-Competition.

           (a) During the "Restricted Period" (as defined below), Employee will
not engage in "Competitive Activities" (as defined below) within the "Covered
Area" (as defined below) unless first authorized in writing by an executive
officer of the Company.

           (b) For purposes of this Agreement:

               (i) "Restricted Period" means the period during which
Employee is employed with the Company or its Affiliates and, in the event that
Employee voluntarily terminates employment prior to the fifth anniversary of
the Agreement Date, a one (1) year period following such termination.
Notwithstanding the foregoing, the lapse or expiration of the Restricted Period
shall not extinguish or effect any obligations or restrictions that may
otherwise be applicable to Employee, including, but not limited to, with
respect to Confidential Information as provided under this Agreement.

               (ii) "Competitive Activities" means rendering the same
services or substantially the same services, or being involved in the same
capacity or substantially the same capacity as Employee was, for the Company or
any of its Affiliates, whether as an officer, director, employee, consultant,
agent, owner or shareholder (excluding ownership of less than five percent (5%)
of the stock of a publicly traded company), in the manufacture, development,
promotion, distribution or sale of any cooking or warming products or services
which are the same as or competitive with any products or services of any of
the businesses of the Company or its Affiliates in which Employee has
participated in any material respect during Employee's last twelve (12) months
of employment (including any products or services known to Employee to be in
development or which Employee knew the Company or its Affiliates had plans to
sell within the succeeding twelve (12) months) (the "Covered Products").

               (iii) "Covered Area" means any state, county, city, town,
province or comparable unit of local government where the Covered Products are
now or hereafter manufactured, marketed, distributed or sold by the Company or
any of its Affiliates. Employee expressly acknowledges that as of the Agreement
Date the products of the Company and its Affiliates are manufactured, marketed,
distributed and sold in Canada, China, India, Korea, Mexico, the Philippines,
Spain, Taiwan, the United Kingdom and the United States.

         3. Business Relationship Non-Solicit/Non-Interference. During the
Restricted Period, Employee will not: (a) directly or indirectly solicit,
induce or influence (or attempt to solicit, induce or influence) any clients,
customers, vendors or suppliers of the Company or its Affiliates with which
Employee was involved as part of Employee's job responsibilities during
Employee's last twelve (12) months of employment to divert their business to
any business, individual, partner, firm, corporation, or other entity that is a
current or prospective competitor of the Company or its Affiliates (each such
person or entity, a "Competitor of the Company"), or to terminate his, her or
its relationship with the Company; (b) interfere with or damage (or attempt to
interfere with or damage) any relationship and/or agreement between any of the
Company or its Affiliates and known potential or current clients, customers,
vendors or suppliers of any of the Company or its Affiliates; or (c) otherwise
intentionally interfere with or damage the business or accounts of the Company
or its Affiliates.

         4. Employee Non-Solicit. During Restricted Period, Employee will not:
(a) directly or indirectly solicit, induce or cause (or attempt to solicit,
induce or cause) another person in the employ of the Company or its Affiliates
to terminate his or her employment for the purposes of joining, associating,
consulting or becoming employed with any Competitor of the Company; or (b) make
known to any potential employer, firm, corporation, association, or other
entity the names or addresses of, or any information pertaining to, any current
or former employee of the Company or its Affiliates.

         5. Return of the Company's Property and Confidential Information. Upon
request by the Company at any time, and, in any event, upon the termination of
Employee's employment, whether voluntary or involuntary, Employee will return
to the Company, and not retain copies, electronic versions, duplicates or
printouts of, all documents, materials, equipment, devices and property
belonging to the Company or its Affiliates or containing Confidential
Information, including, but not limited to, computer files, e-mails,
correspondence, notes, memoranda, reports and manuals, and copies, electronic
versions, duplicates or printouts thereof. This provision is intended to
include all documents, materials, equipment and devices made or compiled by
Employee, as well as all materials furnished to Employee by any third party. At
the Company's request, Employee will confirm in writing his or her compliance
with the requirements of this provision.

         6. Acknowledgements.

            (a) Employee acknowledges the importance of the restrictions and
obligations contained in this Agreement and that (i) Confidential Information
is valuable proprietary information of the Company and its Affiliates which the
Company and its Affiliates have devoted, and will continue to devote,
substantial resources to develop and to protect, (ii) the business of the
Company and its Affiliates is intensely competitive and the use or disclosure
of Confidential Information could be damaging to the business operations of the
Company and/or its Affiliates, particularly if such disclosure is by or to a
Competitor of the Company, vendor, or service provider, (iii) Employee provides
unique and extraordinary services to the Company which involve Employee's use
and access to particularly sensitive and valuable Confidential Information,
(iv) the restrictions and obligations contained in this Agreement are
reasonable and necessary to safeguard the Company's legitimate protectable
business interests, including, but not limited to, with respect to Confidential
Information and the development, at significant costs to the Company and its
Affiliates, of customer and employee relationships, (v) Employee has and will
continue to come into contact with Confidential Information and develop
relationships with customers and employees of the Company or its Affiliates
solely due to Employee's employment with the Company or its Affiliates, and
(vi) the restrictions and obligations contained in this Agreement are in
addition to, and do not limit or supercede, any preexisting obligations
Employee may have to the Company or its Affiliates concerning such matters,
including confidentiality, competition, solicitation of customers and
employees, non-interference and return of Company property.

         (b) In addition, Employee recognizes and agrees that any violation or
threatened or anticipated violation of any part of this Agreement will result
in irreparable harm and continuing damage to the Company, and that the remedy
at law for any such breach or threatened or anticipated breach will be
inadequate. Accordingly, in addition to any other legal or equitable remedies
that may be available to the Company or its Affiliates, Employee acknowledges
and agrees that the Company shall be entitled to seek and obtain an injunction
or injunctions, without bond or other security, to prevent any breach or
threatened or anticipated breach of this Agreement.

         7. Cancellation of Options and "Clawback" of Proceeds.

            (a) In the event of a violation of the restrictions and obligations
contained in this Agreement by Employee, in addition and without prejudice to
any other remedies the Company may have, the Option shall be rescinded and
Employee (or, if applicable, his or her heirs, beneficiaries or estate) shall
promptly, at the Company's request (i) sell back to the Company all "Acquired
Shares" (as defined below) held by Employee (or, if applicable, his or her
heirs, beneficiaries or estate) for a per share price equal to the per share
exercise price paid by Employee pursuant to the Option Agreement to acquire
such shares (the "Exercise Price"), and (ii) to the extent such Acquired Shares
have previously been sold or otherwise disposed of by Employee (or, if
applicable, by his or her heirs, beneficiaries or estate), repay to the Company
the excess of (x) the aggregate Fair Market Value (as defined below) of such
Acquired Shares on the date of such sale or disposition over (y) the aggregate
Exercise Price of such Acquired Shares. For purposes of this Section 7, the
amount of the repayment described herein shall not be affected by whether
Employee (or, if applicable, his or her heirs, beneficiaries or estate)
actually received such Fair Market Value with respect to such sale or other
disposition.

            (b) For purposes of this Agreement, "Acquired Shares" shall mean
shares of Company common stock that were acquired upon exercise of the Option
granted to Employee by the Company, and "Fair Market Value" shall mean, as of
any given date: (i) if the shares are publicly traded, the closing sale price
of a share on the date preceding such given date as reported in the Western
Edition of The Wall Street Journal or (ii) if the shares are not publicly
traded, the fair market value of a share as otherwise determined by the Company
in its sole discretion.

         8. Future Engagements and Employment. Prior to providing any services
to any future employer or business entity during the Restricted Period,
Employee agrees to inform the Company of the nature of the services to be
provided and, if directed in writing by the Company, to provide a copy of this
Agreement to such employer or business entity for whom Employee is to provide
services so that the employer or business entity will be cognizant of
Employee's promises and obligations hereunder.

         9. No Right to Continued Employment. This Agreement shall not confer
upon Employee any right with respect to continued employment with the Company
or its Affiliates, nor shall it alter, modify, limit or interfere with any
right or privilege of the Company or its Affiliates under any employment
contract or other agreement or arrangement heretofore or hereinafter executed
with the Employee, including the right to terminate the Employee's employment
at any time for or without cause, to change the Employee's level of
compensation, or to change the Employee's responsibilities or position.

         10. Notices. Any notice necessary under this Agreement shall be
addressed to the Company in care of its Secretary at the principal executive
office of the Company and to Employee at the address appearing in the personnel
records of the Company for such Employee or to either party at such other
address as either party hereto may hereafter designate in writing to the other.
Any such notice shall be deemed effective upon receipt thereof by the
addressee.

         11. Waiver. The failure of either party to this Agreement to enforce
any of its terms, provisions or covenants shall not be construed as a waiver of
the same or of the right of such party to enforce the same. Waiver by either
party hereto of any breach or default by the other party of any term or
provision of this Agreement shall not operate as a waiver of any other breach
or default.

         12. Severability. In the event that any one or more of the provisions
of this Agreement shall be held to be invalid, illegal or unenforceable, the
validity, legality and enforce ability of the remainder of the Agreement shall
not in any way be affected or impaired thereby. Moreover, if any one or more of
the provisions contained in this Agreement shall be held to be excessively
broad as to duration, scope, activity or subject, such provisions shall be
construed by limiting and reducing them so as to be enforceable to the maximum
extent allowed by applicable law.

         13. Governing Law; Consent to Jurisdiction. Employee agrees and
acknowledges that: (a) other employees of the Company granted options are
subject to a form of agreement similar to this Agreement; (b) other individuals
involved with the Company, including future employees, may execute a form of
agreement similar to this Agreement; (c) the foregoing employees and
individuals live and work in various locations across the United States; and
(d) the Company has a legitimate interest in the uniform legal interpretation
and application of this Agreement. Accordingly, the interpretation, performance
and enforcement of this agreement and any disputes between Employee and the
Company arising under it shall be governed by, and construed in accordance
with, the laws of Illinois, the site of the company's principal place of
business, without regard to its conflict of law rules. The parties further
hereby irrevocably consent to the jurisdiction of the federal and state courts
located within the state of Illinois in any suit, action or proceeding seeking
to enforce any provision of, or based on any matter arising out of or in
connection with, this Agreement. Each party hereby irrevocably consents to the
service of any and all process in any such suit, action or proceeding by the
delivery of such process to such party at the address and manner specified for
notices under this agreement.

         14. Assignment. This Agreement and all rights hereunder are personal
to Employee and may not, unless otherwise specifically permitted herein, be
assigned by Employee. Notwithstanding anything else in this Agreement to the
contrary, the Company may assign this Agreement to its successors or assigns,
including to any person, firm, company, or other organization or entity
acquiring, whether by merger, consolidation, purchase of assets or otherwise,
all or substantially all of the Company's assets or business.

         15. Descriptive Headings. The section headings contained herein are
for reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.

         16. Entire Agreement; Option Subject to Plan. This Agreement, the
Option Agreement and the Plan contain the entire understanding and agreement of
the parties concerning the subject matter hereof, and supersede all earlier
negotiations and understandings, written or oral, between the parties with
respect thereto, except as is otherwise expressly provided herein, for example,
in Section 6(a)(vi). The Option Agreement and this Agreement are subject to the
terms and conditions of the Plan. By entering into this Agreement, Employee
agrees and acknowledges that Employee has received and read a copy of the Plan.
The terms and provisions of the Plan as it may be amended from time-to-time are
hereby incorporated herein by reference.

                           [Signature page follows.]



         IN WITNESS WHEREOF, the parties hereto have executed this Agreement.


ACCEPTED & AGREED:

                                         THE MIDDLEBY CORPORATION



______________________________           By:_________________________________
Employee:                                Its: ___________________________


Date:__________________________          Date: _____________________________