10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended		March 31, 2009
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________________________________________ to _______________________________________

Commission file number	001-14124
MILLER INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)

Tennessee	62-1566286
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
8503 Hilltop Drive Ooltewah, Tennessee	37363
(Address of principal executive offices)	(Zip Code)
(423) 238-4171
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

                   x Yes          o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

                   o Yes          o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer o	Accelerated filer x
Non-accelerated filer o	Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

                    o Yes          x No

The number of shares outstanding of the registrant’s common stock, par value $.01 per share, as of April 30, 2009, was 11,608,455.

Index

			Page Number
PART I	FINANCIAL INFORMATION
	Item 1.	Financial Statements
		Condensed Consolidated Balance Sheets – March 31, 2009 and December 31, 2008	2
		Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2009 and 2008	3
		Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2009 and 2008	4
		Notes to Condensed Consolidated Financial Statements	5
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	14
	Item 4.	Controls and Procedures	14
PART II	OTHER INFORMATION
	Item 1.	Legal Proceedings	15
	Item 1A.	Risk Factors	15
	Item 6.	Exhibits	15
SIGNATURES			16

FORWARD-LOOKING STATEMENTS

Certain statements in this Form 10-Q, including but not limited to statements made in Part I, Item 2–“Management’s Discussion and Analysis of Financial Condition and Results of Operations,” may be deemed to be forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the use of words such as “may,” “will,” “should,” “could,” “continue,” “future,” “potential,” “believe,” “project,” “plan,” “intend,” “seek,” “estimate,” “predict,” “expect,” “anticipate” and similar expressions, or the negative of such terms, or other comparable terminology. Forward-looking statements also include the assumptions underlying or relating to any of the foregoing statements. Such forward-looking statements are made based on our management’s beliefs as well as assumptions made by, and information currently available to, our management. Our actual results may differ materially from the results anticipated in these forward-looking statements due to, among other things, economic and market conditions; the risks related to the general economic health of our customers; our customers’ access to capital and credit to fund purchases, including the ability of our customers to secure floor plan financing; changes in fuel and other transportation costs; the cyclical nature of our industry; our dependence on outside suppliers of raw materials; changes in the cost of aluminum, steel and related raw materials; the success and timing of existing and additional export and governmental orders; and those other risks referenced herein, including those risks referred to in this report, in Part II, Item 1A–“Risk Factors” and those risks discussed in our other filings with the Securities and Exchange Commission, including those risks discussed under the caption “Risk Factors” in our Annual Report on Form 10-K for fiscal 2008, which discussion is incorporated herein by this reference. Such factors are not exclusive. We do not undertake to update any forward-looking statement that may be made from time to time by, or on behalf of, our company.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

MILLER INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

	March 31, 2009 (Unaudited)			December 31, 2008
ASSETS
CURRENT ASSETS:
Cash and temporary investments	$	21,414		$	19,445
Accounts receivable, net of allowance for doubtful accounts of $1,992 and $1,881 at March 31, 2009 and December 31, 2008, respectively		40,299			52,424
Inventories		44,373			43,107
Prepaid expenses and other		3,435			1,840
Current deferred income taxes		2,498			2,440
Total current assets		112,019			119,256
PROPERTY, PLANT, AND EQUIPMENT, net		34,027			34,757
GOODWILL		11,619			11,619
DEFERRED INCOME TAXES		8,355			8,542
OTHER ASSETS		74			107
	$	166,094		$	174,281
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of long-term obligations	$	1,696		$	1,849
Accounts payable		18,397			26,710
Accrued liabilities and other		12,890			11,333
Total current liabilities		32,983			39,892
LONG-TERM OBLIGATIONS, less current portion		480			2,417
COMMITMENTS AND CONTINGENCIES (Notes 5 and 7)
SHAREHOLDERS’ EQUITY:
Preferred stock, $.01 par value; 5,000,000 shares authorized, none issued or outstanding		—			—
Common stock, $.01 par value; 100,000,000 shares authorized, 11,608,360 and 11,593,798 outstanding at March 31, 2009 and December 31, 2008, respectively		116			116
Additional paid-in capital		161,094			160,919
Accumulated deficit		(27,709	)		(28,622	)
Accumulated other comprehensive loss		(870	)		(441	)
Total shareholders’ equity		132,631			131,972
	$	166,094		$	174,281

The accompanying notes are an integral part of these financial statements.

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MILLER INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

(Unaudited)

	Three Months Ended March 31,
	2009		2008
NET SALES	$	58,756	$	67,621
COSTS AND EXPENSES:
Costs of operations		50,353		59,357
Selling, general and administrative expenses		6,438		6,311
Interest expense, net		325		454
Other expense		55		22
Total costs and expenses		57,171		66,144
INCOME BEFORE INCOME TAXES		1,585		1,477
INCOME TAX PROVISION		672		550
NET INCOME	$	913	$	927
BASIC INCOME PER COMMON SHARE	$	0.08	$	0.08
DILUTED INCOME PER COMMON SHARE	$	0.08	$	0.08
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic		11,608		11,594
Diluted		11,644		11,632

The accompanying notes are an integral part of these financial statements.

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MILLER INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Three Months Ended March 31,
	2009			2008
OPERATING ACTIVITIES:
Net income	$	913		$	927
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		888			890
Amortization of deferred financing costs		23			31
Provision for doubtful accounts		295			57
Loss on disposal of equipment		17			—
Stock-based compensation		100			77
Issuance of non-employee director shares		75			75
Deferred income tax provision		127			(197	)
Changes in operating assets and liabilities:
Accounts receivable		11,447			12,638
Inventories		(1,665	)		(2,965	)
Prepaid expenses and other		(1,605	)		(1,310	)
Accounts payable		(8,007	)		(7,006	)
Accrued liabilities and other		1,670			278
Net cash flows from operating activities		4,278			3,495
INVESTING ACTIVITIES:
Purchases of property, plant, and equipment		(222	)		(2,264	)
Proceeds from sale of property, plant and equipment		1			—
Payments received on notes receivable		20			85
Net cash flows from investing activities		(201	)		(2,179	)
FINANCING ACTIVITIES:
Payments on long-term obligations		(2,090	)		(459	)
Other		—			(2	)
Net cash flows from financing activities		(2,090	)		(461	)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND TEMPORARY INVESTMENTS		(18	)		96
NET CHANGE IN CASH AND TEMPORARY INVESTMENTS		1,969			951
CASH AND TEMPORARY INVESTMENTS, beginning of period		19,445			23,282
CASH AND TEMPORARY INVESTMENTS, end of period	$	21,414		$	24,233
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash payments for interest	$	392		$	596
Cash payments for income taxes, net of refunds	$	279		$	1,078

The accompanying notes are an integral part of these financial statements.

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MILLER INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. BASIS OF PRESENTATION

The condensed consolidated financial statements of Miller Industries, Inc. and subsidiaries (the “Company”) included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. Nevertheless, the Company believes that the disclosures are adequate to make the financial information presented not misleading. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, to present fairly the Company’s financial position, results of operations and cash flows at the dates and for the periods presented. Cost of goods sold for interim periods for certain entities is determined based on estimated gross profit rates. Interim results of operations are not necessarily indicative of results to be expected for the fiscal year. These condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.

2. BASIC AND DILUTED INCOME PER SHARE

Basic income per share is computed by dividing income by the weighted average number of common shares outstanding. Diluted income per share is calculated by dividing income by the weighted average number of common and potential dilutive common shares outstanding. Diluted income per share takes into consideration the assumed conversion of outstanding stock options resulting in approximately 36,000 and 38,000 potential dilutive common shares for the three months ended March 31, 2009 and 2008, respectively. Options to purchase approximately 127,000 and 76,000 shares, for the three months ended March 31, 2009 and 2008, respectively, which were outstanding during the period, were not included in the computation of diluted earnings per share because the effect would have been anti-dilutive.

3. INVENTORIES

Inventory costs include materials, labor and factory overhead. Inventories are stated at the lower of cost or market (net realizable value), determined on a first-in, first-out basis. Appropriate consideration is given to obsolescence, valuation and other factors in determining net realizable value. Revisions of these estimates could result in the need for adjustments. Inventories, net of reserves, at March 31, 2009 and December 31, 2008 consisted of the following (in thousands):

	March 31, 2009		December 31, 2008
Chassis	$	7,029	$	6,493
Raw materials		19,196		18,764
Work in process		10,841		11,526
Finished goods		7,307		6,324
	$	44,373	$	43,107

4. GOODWILL AND LONG-LIVED ASSETS

The Company periodically reviews the carrying amount of its long-lived assets and goodwill to determine if those assets may be recoverable based upon the future operating cash flows expected to be generated by those assets. Management believes that its long-lived assets are appropriately valued.

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5. LONG-TERM OBLIGATIONS

Long-term obligations consisted of the following at March 31, 2009 and December 31, 2008 (in thousands):

	March 31, 2009			December 31, 2008
Outstanding borrowings under Senior Credit Facility	$	1,750		$	2,100
Mortgage, equipment and other notes payable		426			2,166
		2,176			4,266
Less current portion		(1,696	)		(1,849	)
	$	480		$	2,417

Certain equipment and manufacturing facilities are pledged as collateral under the mortgage and equipment notes payable.

In February 2009, approximately $1.7 million of the mortgage notes payable was repaid and the related obligation was terminated.

Future maturities of long-term obligations at March 31, 2009 are as follows (in thousands):

2009	$	1,696
2010		475
2011		5
	$	2,176

Credit Facilities and Other Obligations

Senior Credit Facility

The Company is party to a Credit Agreement (the “Senior Credit Agreement”) with Wachovia Bank, National Association, for a $27.0 million senior secured credit facility (the “Senior Credit Facility”). The Senior Credit Facility, which was amended on July 11, 2007, consists of a $20.0 million revolving credit facility (the “Revolver”), and a $7.0 million term loan (the “Term Loan”). The Senior Credit Facility is secured by substantially all of the Company’s assets, and contains customary representations and warranties, events of default and affirmative and negative covenants for secured facilities of this type. Covenants under the Senior Credit Facility restrict the payment of cash dividends if a default or event of default under the Senior Credit Agreement has occurred or would result from the dividends, or if the Company would be in violation of the consolidated fixed charge coverage ratio test in the Senior Credit Agreement as a result of the dividends, among various other restrictions.

In the absence of a default, all borrowings under the Revolver and Term Loan bear interest at the LIBOR Market Index Rate plus a margin of between 0.75% to 1.50% per annum that is subject to adjustment from time to time based upon the Consolidated Leverage Ratio (as defined in the Senior Credit Agreement). The Revolver is scheduled to expire on June 17, 2010, and the Term Loan is scheduled to mature on June 15, 2010.

At March 31, 2009 and December 31, 2008, the Company had no outstanding borrowings under the Revolver.

Interest Rate Risk

Changes in interest rates affect the interest paid on indebtedness under the Senior Credit Facility because the outstanding amounts of indebtedness under the Senior Credit Facility are subject to variable interest rates. Under the Senior Credit Facility, the non-default rate of interest is equal to the LIBOR Market Index Rate plus a margin of between 0.75% to 1.50% per annum (for a rate of interest of 1.20% at March 31, 2009). A one percent change in the interest rate on our variable-rate debt would not have a material impact on our financial position, results of operations or cash flows for the period ended March 31, 2009.

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6. STOCK-BASED COMPENSATION

Stock compensation expense for the three months ended March 31, 2009 and 2008 was $100,000 and $77,000, respectively, and is included in selling, general and administrative expenses in the accompanying consolidated statements of income. The Company did not issue any stock options during the three months ended March 31, 2009. As of March 31, 2009, the Company had $1,429,000 of unrecognized compensation expense related to stock options with $299,000 to be expensed during the remainder of 2009, $399,000 to be expensed in 2010 and 2011, and $332,000 to be expensed in 2012. For additional disclosures related to the Company’s stock-based compensation refer to Notes 2 and 5 of the Notes to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.

7. COMMITMENTS AND CONTINGENCIES

Commitments

The Company has entered into arrangements with third-party lenders where it has agreed, in the event of default by a customer, to repurchase from the third-party lender Company products repossessed from the customer. These arrangements are typically subject to a maximum repurchase amount. The maximum amount of collateral that the Company could be required to purchase was approximately $19.5 million at March 31, 2009, and $21.7 million at December 31, 2008. However, the Company’s risk under these arrangements is mitigated by the value of the products that would be repurchased as part of the transaction. The Company considered the fair value at inception of its liability under these arrangements in accordance with the provisions of Financial Accounting Standards Board Interpretation No. 45 “Guarantor’s Accounting and Disclosure Requirements for Guarantees, including Indirect Guarantees of Indebtedness of Others” and concluded that the liability associated with these potential repurchase obligations is not material.

Contingencies

The Company is, from time to time, a party to litigation arising in the normal course of its business. Litigation is subject to various inherent uncertainties, and it is possible that some of these matters could be resolved unfavorably to the Company, which could result in substantial damages against the Company. The Company has established accruals for matters that are probable and reasonably estimable and maintains product liability and other insurance that management believes to be adequate. Management believes that any liability that may ultimately result from the resolution of these matters in excess of available insurance coverage and accruals will not have a material adverse effect on the consolidated financial position or results of operations of the Company.

8. INCOME TAXES

The Company adopted the provisions of Financial Accounting Standards Board Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB No. 109” (“FIN 48”) on January 1, 2007. At March 31, 2009 and December 31, 2008, the Company had no unrecognized tax positions recorded. The Company does not expect its unrecognized tax positions to change significantly in the next twelve months. If unrecognized tax positions existed, the interest and penalties related to the unrecognized tax positions would be recorded as income tax expense in the consolidated statement of operations.

The Company is subject to United States federal income taxes, as well as income taxes in various states and foreign jurisdictions. The Company’s tax years 2006 through 2008 remain open to examination for U.S. Federal income taxes. With few exceptions, the Company is no longer subject to state or non-U.S. income tax examinations prior to 2006.

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9. COMPREHENSIVE INCOME

The Company had comprehensive income of $0.5 million and $0.9 million for the three months ended March 31, 2009 and 2008, respectively. Components of the Company’s other comprehensive income consist primarily of foreign currency translation adjustments.

10. GEOGRAPHIC AND CUSTOMER INFORMATION

Net sales and long-lived assets (property, plant and equipment and goodwill and intangible assets) by region were as follows (revenue is attributed to regions based on the locations of customers) (in thousands):

	For the Three Months Ended March 31,
	2009		2008
Net Sales:
North America	$	43,800	$	55,416
Foreign		14,956		12,205
	$	58,756	$	67,621

	March 31, 2009		December 31, 2008
Long Lived Assets:
North America	$	42,730	$	43,472
Foreign		2,916		2,904
	$	45,646	$	46,376

The Company’s largest customer accounted for 17.8% of consolidated net sales for the three months ended March 31, 2009. No single customer accounted for 10% or more of consolidated net sales for the three months ended March 31, 2008.

11. RECENT ACCOUNTING PRONOUNCEMENTS

Recently Adopted Standards

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS No. 157”). SFAS No. 157 provides a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures regarding fair value measurements and the effect on earnings. SFAS No. 157 was effective January 1, 2008 and did not have a material impact on our financial statements.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets & Financial Liabilities – Including an Amendment of SFAS No. 115” (“SFAS No. 159”). SFAS No. 159 will create a fair value option under which an entity may irrevocably elect fair value as the initial and subsequent measurement attribute for certain financial assets and liabilities on a contract by contract basis, with changes in fair values recognized in earnings as these changes occur. SFAS No. 159 was effective January 1, 2008 and did not have a material impact on our financial statements.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS No. 162”). SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements that are presented in conformity with generally accepted accounting principles in the United States. This Statement became effective on November 15, 2008, and its adoption did not have a material impact on our financial condition or results of operations.

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Recently Issued Standards

In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations” (“SFAS No. 141(R)”), which applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Early adoption is not permitted. SFAS No. 141(R) establishes principles and requirements for how the acquirer: (i) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree; (ii) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and (iii) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. We do not expect the adoption of SFAS No. 141(R) to have an effect on our results of operations and our financial condition unless we enter into a business combination after January 1, 2009.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51” (“SFAS No. 160”). This standard requires all entities to report minority interests in subsidiaries as equity in the consolidated financial statements, and requires that transactions between entities and noncontrolling interests be treated as equity. SFAS No. 160 is effective for fiscal years beginning after December 15, 2008, which for the Company is fiscal 2009. We are currently evaluating the impact of SFAS No. 160 on our consolidated financial position and results of operations but do not expect the adoption of SFAS No. 160 to have an effect on our financial statements.

In March 2008, the FASB issued SFAS No. 161, “Disclosures About Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133” (“SFAS No. 161”). SFAS No. 161 expands disclosure requirements in SFAS No. 133 about an entity’s derivative instruments and hedging activities. SFAS No. 161 is effective for fiscal years beginning after November 15, 2008. We are currently assessing the impact of SFAS No. 161 on our financial position and results of operations but do not expect the adoption of SFAS No. 161 to have an effect on our financial statements.

In April 2008, the FASB issued FSP FAS 142-3, “Determination of the Useful Life on Intangible Assets” (“FSP 142-3”) that amends the factors considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142. FSP 142-3 requires a consistent approach between the useful life of a recognized intangible asset under SFAS No. 142 and the period of expected cash flows used to measure the fair value of an asset under SFAS No. 141(R). FSP 142-3 also requires enhanced disclosures when an intangible asset’s expected future cash flows are affected by an entity’s intent and/or ability to renew or extend the arrangement. FSP 142-3 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and it applies prospectively to intangible assets that are acquired individually or with a group of other assets in business combinations and asset acquisitions. Early adoption is prohibited. We are currently evaluating the impact of this standard on our consolidated financial statements; however, we do not expect that the adoption of FSP 142-3 will have a material impact on our financial condition or results of operations.

In May 2008, the FASB issued Staff Position No. APB 14-1, “Accounting for Convertible Debt Instruments that May be Settled in Cash Upon Conversion (Including Partial Cash Settlement)” (“APB 14-1”). APB 14-1 requires that the liability and equity components of convertible debt instruments that may be settled in cash (or other assets) upon conversion (including partial cash settlement) be separately accounted for in a manner that reflects an issuer’s nonconvertible debt borrowing rate. The resulting debt discount is amortized over the period the convertible debt is expected to be outstanding as additional non-cash interest expense. APB 14-1 is effective for us at the beginning of our 2010 fiscal year and early adoption is not permitted. Retrospective application to all periods presented is required except for instruments that were not outstanding during any of the periods that will be presented in the annual financial statements for the period of adoption but were outstanding during an earlier period. We are currently evaluating the impact adoption of this statement could have on our financial statements.

In June 2008, the FASB ratified Emerging Issues Task Force (“EITF”) Issue No. 07-5, “Determining Whether an Instrument (or an Embedded Feature) Is Indexed to an Entity’s Own Stock” (“EITF 07-5”). EITF 07-5 provides that an entity should use a two step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions. It also clarifies on the impact of foreign currency denominated strike prices and market-based employee stock option valuation instruments on the evaluation. EITF 07-5 is effective for us at the beginning of our 2010 fiscal year and cannot be adopted early. We are currently assessing the impact that EITF 07-5 will have on our consolidated financial position and results of operations.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Executive Overview

Miller Industries, Inc. is the world’s largest manufacturer of vehicle towing and recovery equipment, with domestic manufacturing subsidiaries in Tennessee and Pennsylvania, and foreign manufacturing subsidiaries in France and the United Kingdom. We offer a broad range of equipment to meet our customers’ design, capacity and cost requirements under our Century®, Vulcan®, Challenger®, Holmes®, Champion®, Chevron™, Eagle®, Titan®, Jige™ and Boniface™ brand names. . In this Item 2 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the words “Miller Industries,” “the Company,” “we,” “our,” “ours” and “us” refer to Miller Industries, Inc. and its subsidiaries or any of them.

Our management focuses on a variety of key indicators to monitor our overall operating and financial performance. These indicators include measurements of revenue, operating income, gross margin, earnings per share, capital expenditures and cash flow.

We derive revenues primarily from product sales made through our network of domestic and foreign independent distributors. Our revenues are sensitive to a variety of factors including general economic conditions as well as demand for, and price of, our products, our technological competitiveness, our reputation for providing quality products and reliable service, competition within our industry, and the cost of raw materials (including aluminum, steel and petroleum-related products).

Our industry is cyclical in nature and over the course of 2008 and the first quarter of 2009 the overall demand for our products and our resulting revenues continued to be negatively affected by lower levels of consumer confidence; volatility and disruption in domestic and international capital and credit markets and the resulting decrease in the availability of financing, including floor plan financing, for our customers and towing operators; significant periodic increases in fuel and insurance costs and their negative effect on the ability of our customers to purchase towing and related equipment; and the overall effects of the current global economic crisis.

We remain concerned about the current economic crisis and its effect on the towing and recovery industry. Accordingly, we took specific steps during 2008, which we continued in early 2009, to reduce our production levels and lower our costs in response to these uncertainties. These steps included reductions in production hours through reduced work weeks and furloughs at all U.S. facilities, headcount reductions for certain non-production personnel and salary reductions for most salaried personnel. In addition, we are closely monitoring and reducing certain administrative expenses and disposing of certain non-production assets. We will continue to monitor our cost structure to ensure that it remains in line with business conditions.

In addition, we have been and will continue to be affected by changes in the prices that we pay for raw materials, particularly aluminum, steel, petroleum-related products and other raw materials, which represent a substantial part of our total costs of operations. Aluminum and steel prices were at historically high levels for the first three quarters of 2008, but moderated beginning in the fourth quarter of 2008. In the past, as we have determined necessary, we have implemented price increases to offset these higher costs. We also developed alternatives to the components used in our production process that incorporate these raw materials. We shared several of these alternatives with our major component part suppliers, and our suppliers have begun to implement them in the production of our component parts. We continue to monitor raw material prices and availability in order to more favorably position the company in this dynamic market.

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Follow-on orders under our 2007 municipal and military contracts were minimal until the second half of 2008, when we began to secure additional export and governmental orders for which we now expect production to continue into the fourth quarter of 2009. Through these orders, which accounted for 17.8% of consolidated net sales for the three months ended March 31, 2009, along with continued performance in the government and international marketplace, we were able to somewhat offset lower demand from our core customers during the second half of 2008 and the first quarter of 2009. We continue to work to fulfill these orders, and to secure additional export and governmental orders, but we cannot predict the success or timing of any such orders.

In the first quarter of 2009, we continued to repay principal under our senior credit facility, and as a result, total debt under this facility at March 31, 2009 was $1.8 million. This level of debt represents a significant decrease in our overall indebtedness from prior periods.

In 2008, we completed our modernization and expansion projects at our manufacturing facilities in Hermitage, Pennsylvania, and Ooltewah, Tennessee. We believe these modernization and expansion efforts will position us to more effectively face the challenges of the global marketplace in the future.

Critical Accounting Policies

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America, which require us to make estimates. Certain accounting policies are deemed “critical,” as they require management’s highest degree of judgment, estimates and assumptions. A discussion of critical accounting policies, the judgments and uncertainties affecting their application and the likelihood that materially different amounts would be reported under different conditions or using different assumptions follows:

Accounts receivable

We extend credit to customers in the normal course of business. Collections from customers are continuously monitored and an allowance for doubtful accounts is maintained based on historical experience and any specific customer collection issues. While such bad debt expenses have historically been within expectations and the allowance established, there can be no assurance that we will continue to experience the same credit loss rates as in the past.

Inventory

Inventory costs include materials, labor and factory overhead. Inventories are stated at the lower of cost or market (net realizable value), determined on a first-in, first-out basis. Appropriate consideration is given to obsolescence, valuation and other factors in determining net realizable value. Revisions of these estimates could result in the need for adjustments.

Valuation of long-lived assets and goodwill

Long-lived assets and goodwill are reviewed for impairment whenever events or circumstances indicate that the carrying amount of these assets may not be fully recoverable. When a determination has been made that the carrying amount of long-lived assets and goodwill may not be fully recovered, the amount of impairment is measured by comparing an asset’s estimated fair value to its carrying value. The determination of fair value is based on projected future cash flows discounted at a rate determined by management or, if available independent appraisals or sales price negotiations. The estimation of fair value includes significant judgment regarding assumptions of revenue, operating costs, interest rates, property and equipment additions; and industry competition and general economic and business conditions among other factors. We believe that these estimates are reasonable; however, changes in any of these factors could affect these evaluations. Based on these estimations, we believe that our long-lived assets are appropriately valued.

Warranty Reserves

We estimate expense for product warranty claims at the time products are sold. These estimates are established using historical information about the nature, frequency, and average cost of warranty claims. We review trends of warranty claims and take actions to improve product quality and minimize warranty claims. We believe the warranty reserve is adequate; however, actual claims incurred could differ from the original estimates, requiring adjustments to the accrual.

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Income taxes

We recognize deferred tax assets and liabilities based on differences between the financial statement carrying amounts and the tax bases of assets and liabilities. We consider the need to record a valuation allowance to reduce deferred tax assets to the amount that is more likely than not to be realized. We consider tax loss carryforwards, reversal of deferred tax liabilities, tax planning and estimates of future taxable income in assessing the need for a valuation allowance. If unrecognized tax positions exist, we record interest and penalties related to the unrecognized tax positions as income tax expense in our consolidated statement of operations.

Revenues

Under our accounting policies, revenues are recorded when risk of ownership has transferred to independent distributors or other customers, which generally occurs on shipment. From time to time, revenue is recognized under a bill and hold arrangement. While we manufacture only the bodies of wreckers, which are installed on truck chassis manufactured by third parties, we frequently purchase the truck chassis for resale to our customers. Sales of company-purchased truck chassis are included in net sales. Margins are substantially lower on completed recovery vehicles containing company-purchased chassis because the markup over the cost of the chassis is nominal.

Foreign Currency Translation

The functional currency for our foreign operations is the applicable local currency. The translation from the applicable foreign currencies to U.S. dollars is performed for balance sheet accounts using current exchange rates in effect at the balance sheet date, historical rates for equity and the weighted average exchange rate during the period for revenue and expense accounts. Foreign currency translation adjustments are included in shareholders equity. Intercompany debt denominated in a currency other than the functional currency, is remeasured into the functional currency. Gains and losses resulting from foreign currency transactions are included in other income and expense in our consolidated statement of income.

Results of Operations–Three Months Ended March 31, 2009 Compared to Three Months Ended March 31, 2008

Net sales for the three months ended March 31, 2009 decreased 13.0% to $58.8 million from $67.6 million for the comparable period in 2008. This decrease is attributable to lower production levels in response to decreased demand due to deteriorating economic conditions and limited customer access to capital and credit.

Costs of operations for the three months ended March 31, 2009 decreased 15.2% to $50.4 million from $59.4 million for the comparable period in 2008, which was attributable to lower overall production levels in the first quarter of 2009 compared to the comparable period in 2008 as described above. Overall, costs of operations decreased as a percentage of sales from 87.8% to 85.7% primarily due to product mix as well as volatility of raw materials costs including aluminum, steel and other petroleum-related products.

Selling, general, and administrative expenses for the three months ended March 31, 2009 increased to $6.4 million from $6.3 million for the three months ended March 31, 2008. The increase is attributable to personnel related costs in the quarter. As a percentage of sales, selling, general, and administrative expenses increased to 10.9% for the three months ended March 31, 2009 from 9.3% for the three months ended March 31, 2008 due to the fixed nature of many of these expenses.

Total interest expense decreased to $0.3 million for the three months ended March 31, 2009 from $0.5 million for the comparable year-ago period. Decreases in interest expense were primarily due to lower debt levels, decreases in interest on chassis purchases together with interest on distributor floor plan financing as well as overall declining interest rates.

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Other income and expense relate to foreign currency transaction gains and losses. During the three months ended March 31, 2009, the loss was $55,000 compared to a loss of $22,000 for the prior year period.

The provision for income taxes for the three months ended March 31, 2009 and 2008 reflects the combined effective U.S. federal, state and foreign tax rate of 42.4% and 37.2%, respectively.

Liquidity and Capital Resources

Cash provided by operating activities was $4.3 million for the three months ended March 31, 2009, compared to $3.5 million for the comparable period in 2008. The cash provided by operating activities for the three months ended March 31, 2009 reflects decreases in accounts receivable due to lower sales volume offset by increases in inventory and decreases in accounts payable. Increases in inventory resulted from purchases of materials to fill the export and government orders the Company received in the second half of 2008.

Cash used in investing activities was $0.2 million for the three months ended March 31, 2009, compared to $2.2 million for the comparable period in 2008. The cash used in investing activities was for the purchase of property, plant and equipment.

Cash used in financing activities was $2.1 million for the three months ended March 31, 2009, compared to $0.5 million for the comparable period in 2008. The cash used in financing activities repaid mortgage notes payable, paid down our term loan under our senior credit facility, and repaid other outstanding long-term debt.

During 2008 and the first quarter of 2009, we generally have used available cash flow from operations to reduce the outstanding balance on our credit facilities, to pay down other long-term debt and to pay for capital expenditures related to our recently completed plant modernization.

Our primary cash requirements include working capital, capital expenditures and interest and principal payments on indebtedness under our senior credit facility. We expect our primary sources of cash to be cash flow from operations, cash and cash equivalents on hand at March 31, 2009 and borrowings from unused availability under our senior credit facility. We expect these sources to be sufficient to satisfy our cash needs during 2009 and the next several years. However, our ability to satisfy our cash needs will substantially depend upon a number of factors, including our future operating performance, taking into account the economic and other factors discussed above and elsewhere in this Quarterly Report, as well as financial, business and other factors, many of which are beyond our control.

Credit Facilities and Other Obligations

Senior Credit Facility

We are party to a Credit Agreement with Wachovia Bank, National Association for a $27.0 million senior secured credit facility. The senior credit facility, which was amended on July 11, 2007, consists of a $20.0 million revolving credit facility, and a $7.0 million term loan. The senior credit facility is secured by substantially all of our assets, and contains customary representations and warranties, events of default and affirmative and negative covenants for secured facilities of this type. Covenants under the senior credit facility restrict the payment of cash dividends if a default or event of default under the Credit Agreement has occurred or would result from the dividends or if the Company would be in violation of the consolidated fixed charge coverage ratio test in the Credit Agreement as a result of the dividends, among various other restrictions.

In the absence of a default, all borrowings under the revolver and term loan bear interest at the LIBOR Market Index Rate plus a margin of between 0.75% to 1.50% per annum that is subject to adjustment from time to time based upon the Consolidated Leverage Ratio (as defined in the Senior Credit Agreement). The revolver is scheduled to expire on June 17, 2010, and the term loan is scheduled to mature on June 15, 2010.

At March 31, 2009 and December 31, 2008, we had no outstanding borrowings under the revolving credit facility.

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Other Long-Term Obligations

In February 2009, approximately $1.7 million of mortgage notes payable was repaid and the related obligation was terminated. In addition to the borrowings under the senior credit facility described above, at March 31, 2009 we had approximately $0.4 million of mortgage notes payable, equipment notes payable and other long-term obligations. We also had approximately $1.5 million in non-cancelable operating lease obligations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In the normal course of our business, we are exposed to market risk from changes in interest rates and foreign currency exchange rates that could impact our results of operations and financial position.

Interest Rate Risk

Changes in interest rates affect the interest paid on indebtedness under our senior credit facility because the outstanding amounts of indebtedness under our senior credit facility are subject to variable interest rates. Under our senior credit facility, the non-default rate of interest is equal to the LIBOR Market Index Rate plus a margin of between 0.75% to 1.50% per annum (for a rate of interest of 1.20% at March 31, 2009). A one percent change in the interest rate on our variable-rate debt would not have materially impacted our financial position, results of operations or cash flows for the quarter ended March 31, 2009.

Foreign Currency Exchange Rate Risk

We are subject to risk arising from changes in foreign currency exchange rates related to our international operations in Europe. We manage our exposure to our foreign currency exchange rate risk through our regular operating and financing activities, and not through the use of any financial or derivative instruments, forward contracts or hedging activities. Because we report in U.S. dollars on a consolidated basis, foreign currency exchange fluctuations could have a translation impact on our financial position. At March 31, 2009, we recognized a $0.4 million decrease in our foreign currency translation adjustment account compared with December 31, 2008 because of strengthening of the U.S. dollar against certain foreign currencies. During the three months ended March 31, 2009, the impact of foreign currency exchange rate changes on our results of operations and cash flows was not material.

ITEM 4. CONTROLS AND PROCEDURES

Within 90 days prior to the filing date of this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Co-Chief Executive Officers (Co-CEOs) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a14(c) under the Securities Exchange Act of 1934. Based upon this evaluation, our Co-CEOs and CFO have concluded that the disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

There were no significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to the date of this evaluation.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are, from time to time, a party to litigation arising in the normal course of our business. Litigation is subject to various inherent uncertainties, and it is possible that some of these matters could be resolved unfavorably to us, which could result in substantial damages against us. We have established accruals for matters that are probable and reasonably estimable and maintain product liability and other insurance that management believes to be adequate. Management believes that any liability that may ultimately result from the resolution of these matters in excess of available insurance coverage and accruals will not have a material adverse effect on our consolidated financial position or results of operations.

ITEM 1A. RISK FACTORS

There have been no material changes to the Risk Factors included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008.

ITEM 6. EXHIBITS

3.1	Charter, as amended, of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on April 22, 2002)
3.2	Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on November 8, 2007)
10.1	Employment Agreement, dated as of December 30, 2008, between the Registrant and William G. Miller
10.2	Employment Agreement, effective as of December 30, 2008, between the Registrant and Jeffrey I. Badgley
10.3	Employment Agreement, effective as of December 30, 2008, between the Registrant and Frank Madonia
10.4	Employment Agreement, effective as of December 30, 2008, between the Registrant and J. Vincent Mish
10.5	Agreement, effective as of December 30, 2008, between the Registrant and Jeffrey I. Badgley
10.6	Agreement, effective as of December 30, 2008, between the Registrant and Frank Madonia
10.7	Agreement, effective as of December 30, 2008, between the Registrant and J. Vincent Mish
31.1	Certification Pursuant to Rules 13a-14(a)/15d-14(a) by Co-Chief Executive Officer*
31.2	Certification Pursuant to Rules 13a-14(a)/15d-14(a) by Co-Chief Executive Officer*
31.3	Certification Pursuant to Rule 13a-14(a)/15d-14(a) by Chief Financial Officer*
32.1	Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of United States Code by Co-Chief Executive Officer*
32.2	Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of United States Code by Co-Chief Executive Officer*
32.3	Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of United States Code by Chief Financial Officer*

* Filed herewith

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Miller Industries, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MILLER INDUSTRIES, INC.
	By:	/s/ J. Vincent Mish
		J. Vincent Mish
		Executive Vice President and Chief Financial Officer
Date: May 6, 2009

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EX-10.1

Exhibit 10.1

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of December 30, 2008, is made and entered into by and between MILLER INDUSTRIES, INC., a Tennessee corporation (the “Company”), and WILLIAM G. MILLER (the “Employee”).

W I T N E S S E T H:

WHEREAS, Employee and the Company entered into an employment agreement (the “Original Agreement”) as of July 8, 1997, embodying the terms of Employee’s employment and pursuant to which Employee has been serving as Chairman of the Board of Directors and Co-Chief Executive Officer of the Company; and

WHEREAS, this Agreement amends and restates the Original Agreement as of the Effective Date in order, inter alia, to evidence formal compliance with Section 409A of the Internal Revenue Code of 1986, as amended, and the guidance thereunder (such Section, referenced herein as “Section 409A”; and such code, referenced herein as the “Code”).

NOW, THEREFORE, in consideration of these premises, and of the mutual covenants and agreements hereinafter set forth, the parties agree as follows:

1.            Term.  Employee’s employment under this Agreement shall commence on the date hereof and shall continue until terminated in accordance with the provisions of Section 4 below (the “Employment Period”).

2.            Salary and Benefits.

2.1           During the Employment Period, for all services rendered by the Employee under this Agreement, the Company shall pay the Employee a base salary per annum (the “Base Salary”) that shall be agreed to by the Company and the Employee from time to time, but which shall in any event be substantially the same as the base salary of the Co-Chief Executive Officer of the Company or the Chief Executive Officer of the Company if other than Employee, payable in accordance with the customary payroll policy of the Company in effect at the time such payment is made.

2.2           In addition to the Base Salary, the Employee shall be entitled to participate in any of the Company’s present and future stock or cash based bonus plans that are generally available to its senior executives, as such plans may exist or be changed from time to time at the discretion of the Company.

2.3           The Employee shall be entitled to such vacation time, fringe benefits, insurance coverage, and other benefits as the Company generally provides to its executive officers from time to time.

3.            Duties.  The Employee shall serve the Company as its Chairman of the Board (“Chairman”) and as its Co-Chief Executive Officer (“CCEO”) (the Employee may cease serving as the CCEO at his discretion without terminating or otherwise affecting this Agreement).  As Chairman and CCEO, the duties of the Employee shall include but not be limited to the supervision of the business affairs of the Company and such other duties as are customarily performed by comparably situated officers and as may be assigned from time to time by the Company’s Board of Directors (the “Board”).  During the term of this Agreement, the Employee shall devote his primary time, attention and skill to his duties hereunder; faithfully and diligently perform such duties and exercise such powers as may be from time to time assigned to or vested in him by the Board; obey the directions of the Board; and use his best efforts to promote the interests of the Company.  The Company acknowledges, however, that the Employee may pursue other business related interests so long as they do not interfere with the performance of Employee’s duties for the Company.  The Employee may be required in pursuance of his duties hereunder, to perform services for any company controlling, controlled by or under common control with the Company (such companies hereinafter collectively called “Affiliates”) for some period of time and from time to time.  The Employee shall obey all policies of the Affiliates.

4.            Termination.  Unless terminated in accordance with the following provisions to this Section 4, the Company shall continue to employ the Employee and the Employee shall continue to work for the Company, during the Employment Period.

4.1           The Company may terminate the Employee’s employment at any time for Cause.  “Cause” shall mean (i) willful malfeasance or gross negligence or (ii) knowingly engaging in wrongful conduct resulting in detriment to the good will of the Company or damage to the Company’s relationships with its customers, suppliers or employees.  Upon termination pursuant to this Section 4.1, the Company shall pay the Employee any salary earned and unpaid to the date of termination, and any outstanding funds advanced by the Company to or on behalf of the Employee shall become immediately due and payable.

4.2           In the event the Employee dies or becomes mentally or physically handicapped or disabled so as to be unable to perform his duties during the Employment Period, this Agreement shall automatically terminate with no further liability on the part of the Company.

4.3           This Agreementmay be terminated by either partyupon three (3) years prior written notice of termination, with or without Cause. If the Company breaches this Agreement by terminating Employee’s employment without Cause without notice or prior to the end of the three-year notice period, the Employee shall be entitled to receive, as damages payable as a result of, and arising from, a breach of this Agreement, the compensation and benefits set forth in (a) through (c) below.  All compensation payable under (a) through (c) below shall be subject to the terms of Section 8.10, which may delay the payment of the compensation for up to 6 months.

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(a)           Base Salary.  The Employee will continue to receive his current Base Salary (subject to withholding of all applicable taxes) through the end of the thirty-six-month notice period, payable in normal payroll periods, in the same manner as it was being paid as of the date of termination, and no less frequently than monthly.  For purposes hereof, the Employee’s “current Base Salary” shall be the highest rate in effect during the twelve-month period prior to the Employee's termination.

(b)           Bonus.  The Employee shall be paid bonus payments from the Company in each month beginning with the month following the month in which his employment is terminated and ending with the month in which falls the last day of the thirty-six month notice period, in an amount for each such month equal to one-twelfth of the average (“Average Bonus”) of the bonuses earned by him for the three calendar years immediately preceding the year in which such termination occurs.  Any bonus amounts that the Employee had previously earned from the Company but which may not yet have been paid as of the date of termination shall not be affected by this provision.  Employee shall also receive, within 60 days after the date of his termination, a prorated bonus for any uncompleted fiscal year at the date of termination equal to the Average Bonus multiplied by the number of days he worked in such year divided by 365 days.

(c)           Health and Life Insurance Coverage.  The Company shall provide Employee (and any spouse or dependents covered at the time of the Employee’s termination) with medical, dental, life insurance and other health benefits (pursuant to the same Company Plans that are medical, dental, life insurance and other health benefit plans and that are in effect for active employees of the Company), for the remainder of the thirty-six (36) month notice period following the date of Employee’s termination of employment.  The coverages provided for in this paragraph shall be applied against and reduce the period for which COBRA will be provided.

(1)           To the extent that such medical, dental or other health benefit plan coverage is provided under a self-insured plan maintained by the Company (within the meaning of Section 105(h) of the Code):

(X)           the charge to Employee for each month of coverage will equal the monthly COBRA charge established by the Company for such coverage in which the Employee or the Employee’s spouse or dependents (as applicable) are enrolled from time to time, based on the coverage generally provided to salaried employees (less the amount of any administrative charge typically assessed by the Company as part of its COBRA charge), and Employee will be required to pay such monthly charge in accordance with the Company’s standard COBRA premium payment requirements; and

(Y)           on the date of Employee’s termination of employment (subject to delay under Paragraph 8 below), the Company will pay Employee a lump sum in cash equal, in the aggregate, to the monthly COBRA charge established by the Company for the coverage being provided on Employee’s termination date to the Employee and, if applicable, his spouse and dependents, for each month of coverage in the 36-month period. For this purpose, the Company’s monthly COBRA charge will be increased by 10% on each January in the projected payment period and such increased amount shall apply to each successive month in the calendar year in which the increase became applicable.

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(2)           To the extent that such medical, dental or other health benefit plan coverage is provided under a fully-insured medical reimbursement plan (within the meaning of Section 105(h) of the Code), there will be no charge to Employee for such coverage.

4.4           In the event of a “Change in Control” (as such term is defined in the Company’s Stock Option and Incentive Plan), the Employee may terminate this Agreement upon sixty (60) days notice of termination.

5.            Competition.  The Employee agrees that during the term of this Agreement, the Employee will not directly or indirectly, whether or not for compensation and whether or not as an employee, be engaged in any business competing with or which may compete with the business of the Company (or with any business of any Affiliate for which the Employee performed services hereunder) within any state, region or locality in which the Company or such Affiliate is then doing business or marketing its products, as the business of the Company or such Affiliate may then be constituted and in which the Employee has been involved.  This agreement not to compete shall be applicable for three (3) years from the date of termination of employment hereunder by the Employee in breach of this Agreement or by the Company for Cause, notwithstanding that the Employee shall not be entitled to any compensation hereunder from and after any such termination.

For purposes of this Agreement, the Employee shall be deemed to be engaged in such a business if he is an employee, officer, director, or partner, of any person, partnership, corporation, trust or other entity which is engaged in such a business or if he directly or indirectly performs services for such entity or if he or any member of his immediate family beneficially owns an equity interest, or interest convertible into equity, in such entity; provided, however, that the foregoing shall not prohibit the Employee or a member of his immediate family from owning, for the purpose of passive investment, less than five percent (5%) of any class of securities of a publicly held corporation.

The Employee acknowledges that his services to be rendered to the Company in the aforesaid capacity are of a special and unusual character which have a unique value to the Company, the loss of which cannot adequately be compensated by damages in an action at law.  In view of (i) the unique value to the Company of the services of the Employee for which the Company has employed the Employee; and (ii) the confidential information to be obtained by or disclosed to the Employee as an employee of the Company; and as a material inducement to the Company to employ the Employee and to pay to the Employee the compensation for such services to be rendered for the Company by the Employee, the Employee covenants and agrees the Company shall be entitled to equitable relief to the full extent available under the applicable law.

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6.            Confidentiality.  The Employee shall not divulge or communicate to any person (except in performing his duties under this Agreement) or use for his own purposes trade secrets, confidential commercial information or any other information, knowledge or data of the Company or of any of its Affiliates which is not generally known to the public and shall use his best efforts to prevent the publication or disclosure by any other person of any such secret, information, knowledge or data.  All documents and objects made, compiled, received, held or used by the Employee while employed by the Company in connection with the business of the Company shall be and remain the Company’s property and shall be delivered by the Employee to the Company upon the termination of the Employee’s employment or at any earlier time requested by the Company.

7.            Ownership of Confidential Information.  The Employee hereby agrees that any and all improvements, inventions, discoveries, formulas, processes, methods, know-how, confidential data, trade secrets and other proprietary information (collectively “Work Product”) within the scope of any business of the Company or any Affiliate which the Employee may conceive or make or has conceived or made during his employment with the Company shall be and are the sole and exclusive property of the Company, and that the Employee shall, whenever requested to do so by the Company, at its expense, execute and sign any and all applications, assignments or other instruments and do all other things which the Company may deem necessary or appropriate (i) in order to apply for, obtain, maintain, enforce or defend letters patent of the United States or any foreign country for any Work Product, or (ii) in order to assign, transfer, convey or otherwise make available to the Company the sole and exclusive right, title and interest in and to any Work Product.

8.            Miscellaneous.

8.1           Notice.  Any notice or other communication required or permitted under this Agreement shall be effective only if it is in writing and delivered personally or sent by registered or certified mail, postage prepaid, addressed as follows:

If to the Company:	Miller Industries, Inc.
	P.O. Box 120
	8503 Hilltop Drive
	Ooltewah, Tennessee 37363
	Attention:  President
If to the Employee:	William G. Miller
	1025 Abingdon Lane
	Alpharetta, Georgia  30202

or to such other address as any party may designate by notice to the others, and shall be deemed to have been given upon receipt.

8.2           Entire Agreement.  This Agreement constitutes the entire agreement between the parties hereto with respect to the Employee’s employment by the Company, and supersedes and is in full substitution for any and all prior understandings or agreements with respect to the Employee’s employment.

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8.3           Amendment.  This Agreement may be amended only by an instrument in writing signed by the parties hereto, and any provision hereof may be waived only by an instrument in writing signed by the party or parties against whom or which enforcement of such waiver is sought.  The failure of either party hereto to comply with any provision hereof shall in no way affect the full right to require such performance at any time thereafter, nor shall the waiver by either party hereto of a breach of any provision hereof be taken or held to be a waiver of any succeeding breach of such provision, or a waiver of the provision itself, or a waiver of any other provision of this Agreement.

8.4           Binding Effect.  This Agreement is binding on and is for the benefit of the parties hereto and their respective successors, heirs, executors, administrators and other legal representatives.  Neither this Agreement nor any right or obligation hereunder may be assigned by the Employee or the Company, except for assignment by the Company to any wholly owned subsidiary.

8.5           Severability and Modification.  If any provision of this Agreement or portion thereof is so broad, in scope or duration, so as to be unenforceable, such provision or portion thereof shall be interpreted to be only so broad as is enforceable.  In addition, to the extent that any provision of this Agreement as applied to either party or to any circumstances shall be adjudged by a court of competent jurisdiction to be void or unenforceable, the same shall in no way affect any other provision of this Agreement or the validity or enforceability of this Agreement.

8.6           Cost of Litigation.  In the event there is any litigation between the Company or its successors or assigns and the Employee or his heirs or representatives concerning or arising out of this Agreement, the party prevailing in such litigation shall be reimbursed for all costs and expenses (including, but not limited to, reasonable attorneys’ fees) incurred in connection with such litigation.

8.7           Interpretation.  This Agreement shall be interpreted, construed and governed by and under the laws of the State of Tennessee.  If any provision of this Agreement is deemed or held to be illegal, invalid, or unenforceable under present or future laws effective during the term hereof, this Agreement shall be considered divisible and inoperative as to such provision to the extent it is deemed to be illegal, invalid or unenforceable, and in all other respects this Agreement shall remain in full force and effect; provided, however, that if any provision of this Agreement is deemed or held to be illegal, invalid or unenforceable there shall be added hereto automatically a provision as similar as possible to such illegal, invalid or unenforceable provision as shall be legal, valid or enforceable.  Further, should any provision contained in this Agreement ever be reformed or rewritten by any judicial body of competent jurisdiction, such provision as so reformed or rewritten shall be binding upon the Employee and the Company.

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8.8           Counterparts.  This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

8.9           No Conflicting Agreement.  The Employee represents and warrants that he is not party to any agreement, contract or understanding which would prohibit him from entering into this Agreement or performing fully his obligations hereunder.

8.10         Section 409A.

(a)            Expense Reimbursements.  To the extent that any expense reimbursement provided for by this Agreement does not qualify for exclusion from Federal income taxation, the Company will make the reimbursement only if Employee incurs the corresponding expense during the term of this Agreement or the period of two years thereafter and submits the request for reimbursement no later than two months prior to the last day of the calendar year following the calendar year in which the expense was incurred so that the Company can make the reimbursement on or before the last day of the calendar year following the calendar year in which the expense was incurred; the amount of expenses eligible for such reimbursement during a calendar year will not affect the amount of expenses eligible for such reimbursement in another calendar year, and the right to such reimbursement is not subject to liquidation or exchange for another benefit from the Company.

(b)            Meaning of Termination of Employment.  Solely as necessary to comply with Section 409A, for purposes of Section 4, “termination of employment” or “employment termination” or similar terms shall have the same meaning as “separation from service” under Section 409A(a)(2)(A)(i) of the Code.

(c)            Installment Payments.  For purposes of Section 4.3 with respect to amounts payable in the event of termination of employment by the Company without Cause, each such payment is a separate payment within the meaning of the final regulations under Section 409A.  Each such payment that is made within 2-1/2 months following the end of the year that contains the date of Employee’s termination of employment is intended to be exempt from Section 409A as a short-term deferral within the meaning of the final regulations under Section 409A, each such payment that is made later than 2-1/2 months following the end of the year that contains the date of Employee’s termination of employment is intended to be exempt under the two-times separation pay exception of Treasury Reg. § 1.409A-1(b)(9)(iii) up to the limitation on the availability of such exception specified in such regulation, and each such payment that is made after the two-times separation pay exception ceases to be available shall be subject to delay in accordance with Section 8.10(d) below.

(d)            Six Month Delay.  This Agreement will be construed and administered to preserve the exemption from Section 409A of payments that qualify as a short-term deferral or that qualify for the two-times separation pay exception.  With respect to other amounts that are subject to Section 409A, it is intended, and this Agreement will be so construed, that any such amounts payable under this Agreement and the Company’s and Employee’s exercise of authority or discretion hereunder shall comply with the provisions of Section 409A and the treasury regulations relating thereto so as not to subject Employee to the payment of interest and additional tax that may be imposed under Section 409A.  As a result, in the event Employee is a “specified employee” on the date of Employee’s termination of employment (with such status determined by the Company in accordance with rules established by the Company in writing in advance of the “specified employee identification date” that relates to the date of Employee’s termination of employment, or in the absence of such rules established by the Company, under the default rules for identifying specified employees under Section 409A), any payment that is subject to Section 409A, that is payable to Employee in connection with Employee’s termination of employment, shall not be paid earlier than six months after such termination of employment (if Employee dies after the date of Employee’s termination of employment but before any payment has been made, such remaining payments that were or could have been delayed will be paid to Employee’s estate without regard to such six-month delay).

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(e)            Tax Treatment.  This Agreement will be construed and administered to preserve the exemption from Section 409A of payments that qualify as short-term deferrals pursuant to Treas. Reg. §1.409A-1(b)(4) or that qualify for the two-times compensation exemption of Treas. Reg. §1.409A-1(b)(9)(iii).  Employee acknowledges and agrees that the Company has made no representation to Employee as to the tax treatment of the compensation and benefits provided pursuant to this Agreement and that Employee is solely responsible for all taxes due with respect to such compensation and benefits.

IN WITNESS WHEREOF, the Company and the Employee have executed this Agreement as of the date first written above.

MILLER INDUSTRIES, INC.
By:	/s/ Jeffrey I. Badgley
	Jeffrey I. Badgley
	President and Co-Chief Executive Officer
EXECUTIVE
/s/ William G. Miller
William G. Miller

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EX-10.2

Exhibit 10.2

EMPLOYMENT AGREEMENT

          THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of the 30th day of December, 2008 (the “Effective Date”), by and between Miller Industries, Inc., a corporation organized under the laws of the State of Tennessee, USA (the “Company”), and Jeffrey I. Badgley (the “Executive”).

          WHEREAS, Executive and the Company entered into an employment agreement (the “Original Agreement”) as of September, 1998, embodying the terms of Executive’s employment and pursuant to which Executive has been serving as President and Co-Chief Executive Officer of the Company; and

          WHEREAS, this Agreement amends and restates the Original Agreement as of the Effective Date in order, inter alia, to evidence formal compliance with Section 409A of the Internal Revenue Code of 1986, as amended, and the guidance thereunder (such Section, referenced herein as “Section 409A”; and such code, referenced herein as the “Code”).

          NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the parties hereto agree as follows:

          1.          Employment. Subject to the terms and conditions of this Agreement, Executive shall be employed by the Company as President and Co-Chief Executive Officer, and shall perform such duties and functions for the Company and any company controlling, controlled by or under common control with the Company (such companies hereinafter collectively called “Affiliates”) as shall be specified from time to time by the Chairman of the Board; Executive hereby accepts such employment and agrees to perform such executive duties as may be assigned to him.

          2.          Duties. Executive shall devote his full business related time and best efforts to accomplishing such executive duties at such locations as may be requested by the Chairman of the Board of the Company. While employed by the Company, Executive shall not serve as a principal, partner, employee, officer or director of, or consultant to, any other business or entity conducting business for profit without the prior written approval of the Chairman of the Board of the Company. In addition, under no circumstances will Executive have any financial interest in any competitor of the Company; provided, however, that Executive may invest in no more than 2% of the outstanding stock or securities of any competitor whose stock or securities are traded on a national stock exchange of any country.

          3.           Term. The term of this Agreement shall be for a rolling, three (3) year term commencing on the date hereof, and shall be deemed automatically (without further action by either the Company or the Executive) to extend each day for an additional day such that the remaining term of the Agreement shall continue to be three (3) years; provided, however, that on Executive’s 62nd birthday this Agreement shall cease to extend automatically and, on such date, the remaining “term” of this Agreement shall be three (3) years; provided, further, that the Company may, by notice to the Executive, cause this Agreement to cease to extend automatically and, upon such notice, the “Term” of this Agreement shall be three (3) years following such notice.

          4.           Compensation and Benefits. As compensation for his services during the Term of this Agreement, Executive shall be paid and receive the amounts and benefits set forth in subsections (a), (b), and (c) below:

          (a)          Base Salary. An annual base salary (“Base Salary”) of $312,033 prorated for any partial year of employment. Executive’s Base Salary shall be subject to annual review, for adjustments at such time as the Company conducts salary reviews for its executive officers generally. Executive’s salary shall be payable in accordance with the Company’s regular payroll practices in effect from time to time for executive officers of the Company.

          (b)          Bonus. In addition to the Base Salary, the Executive shall be entitled to participate in any of the Company’s present and future stock or cash based bonus plans that are generally available to its executive officers, as such plans may exist or be changed from time to time at the discretion of the Company

          (c)          Other Benefits. Executive shall be entitled to vacation with pay, life insurance, health insurance, fringe benefits, and such other employee benefits generally made available by the Company to its executive officers, in accordance with the established plans and policies of the Company, as in effect from time to time.

          5.           Termination.

          (a)          By Executive. Executive may voluntarily terminate his employment hereunder at any time, to be effective 60 days after delivery to the Company of his signed, written resignation; Company may accept said resignation and pay Executive in lieu of waiting for passage of the notice period. Executive hereby agrees and acknowledges that if he voluntarily resigns from his employment prior to the end of the Term of this Agreement, then he shall be entitled to no payment or compensation whatsoever from the Company under this Agreement, other than as may be due him through his last day of employment.

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           (b)        By Company. Subject to the terms of this Paragraph and Paragraph 5(c) below, the Company may terminate Executive’s employment hereunder, in its sole discretion, whether with or without just cause (as defined in Paragraph 5(b)(viii) below and subject to the notice periods described therein), at any time upon written notice to Executive. If the Company terminates Executive’s employment for just cause (as defined in (viii) below), Executive shall be entitled to no payment or compensation whatsoever from the Company under this Agreement, other than as may be due him through his last day of employment. If, prior to the end of the Term of this Agreement, the Company terminates Executive’s employment without just cause (as defined in (viii) below), the Executive shall be entitled to receive, as damages payable as a result of, and arising from, a breach of this Agreement, the compensation and benefits set forth in (i) through (iv) below. Except to the extent provided in (vii) below, Executive shall not be required to mitigate damages by reducing the amounts he is entitled to receive hereunder by earnings from subsequent employment. The time periods in (i) through (iii) below shall be the lesser of the 36-month period stated therein or the time period remaining from the date of Executive’s termination to the end of the Term of this Agreement. All compensation payable under (i) through (iv) below shall be subject to the terms of Paragraph 8 below, which may delay the payment of the compensation for up to 6 months.

            (i)          Base Salary. The Executive will continue to receive his current salary (subject to withholding of all applicable taxes and any amounts referred to in paragraph (iii) below) for a period of thirty-six (36) months from his date of termination, payable in normal payroll periods, in the same manner as it was being paid as of the date of termination, and no less frequently than monthly. For purposes hereof, the Executive’s “current salary” shall be the highest rate in effect during the twelve-month period prior to the Executive’s termination.

            (ii)         Bonus. The Executive shall be paid bonus payments from the Company in each of the thirty-six (36) months following the month in which his employment is terminated in an amount for each such month equal to one-twelfth of the average (“Average Bonus”) of the bonuses earned by him for the three calendar years immediately preceding the year in which such termination occurs. Any bonus amounts that the Executive had previously earned from the Company but which may not yet have been paid as of the date of termination shall not be affected by this provision. Executive shall also receive, within 60 days after the date of his termination, a prorated bonus for any uncompleted fiscal year at the date of termination equal to the Average Bonus multiplied by the number of days he worked in such year divided by 365 days.

            (iii)        Health and Life Insurance Coverage. The Company shall provide Executive (and any spouse or dependents covered at the time of the Executive’s termination) with medical, dental, life insurance and other health benefits (pursuant to the same Company Plans that are medical, dental, life insurance and other health benefit plans and that are in effect for active employees of the Company), for thirty-six (36) months following the date of Executive’s termination of employment. The coverages provided for in this paragraph shall be applied against and reduce the period for which COBRA will be provided.

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              (1)        To the extent that such medical, dental or other health benefit plan coverage is provided under a self-insured plan maintained by the Company (within the meaning of Section 105(h) of the Code):

		(X)          the charge to Executive for each month of coverage will equal the monthly COBRA charge established by the Company for such coverage in which the Executive or the Executive’s spouse or dependents (as applicable) are enrolled from time to time, based on the coverage generally provided to salaried employees (less the amount of any administrative charge typically assessed by the Company as part of its COBRA charge), and Executive will be required to pay such monthly charge in accordance with the Company’s standard COBRA premium payment requirements; and
		(Y)           on the date of Executive’s termination of employment (subject to delay under Paragraph 8 below), the Company will pay Executive a lump sum in cash equal, in the aggregate, to the monthly COBRA charge established by the Company for the coverage being provided on Executive’s termination date to the Executive and, if applicable, his spouse and dependents, for each month of coverage in the 36-month period. For this purpose, the Company’s monthly COBRA charge will be increased by 10% on each January in the projected payment period and such increased amount shall apply to each successive month in the calendar year in which the increase became applicable.
	(2)        To the extent that such medical, dental or other health benefit plan coverage is provided under a fully-insured medical reimbursement plan (within the meaning of Section 105(h) of the Code), there will be no charge to Executive for such coverage.
(iv)         Stock Options and Other Equity Awards. As of Executive’s date of termination, all outstanding stock options, stock appreciation rights, restricted stock units, and other equity awards granted to Executive under the Stock Option and Incentive Plan and any other Company stock plans (the “Stock Option Plans”) shall become 100% vested and immediately exercisable. To the extent necessary, the provisions of this paragraph (iv) shall constitute an amendment of the Executive’s stock option or other equity compensation agreements under the Stock Option Plans.
(v)          Effect of Death. In the event of the Executive’s death after his termination of employment by the Company under this Paragraph 5(b), the benefits payable under (i) and (ii) of this Paragraph 5(b) shall continue for a period of twelve (12) months, or, if shorter, until the end of the Term of this Agreement; provided, however, such payments will be paid in a lump sum payment within 60 days following the Executive’s death, to the Executive’s surviving spouse, or, if none, to the Executive’s estate. In addition, in the event of Executive’s death, any dependent coverage in effect under (iii) of this Paragraph 5(b) shall continue, for a period of 12 months, or, if shorter, until the end of the Term of this Agreement.

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          (vi)         Coordination with Change in Control Agreement. Notwithstanding any provision of this Agreement to the contrary, if Executive’s employment is terminated (whether by the Company or by Executive) under circumstances that would entitle him to receive benefits under his agreement with the Company providing compensation and benefits for termination following a “change in control” of the Company (as defined in such agreement), then any such termination shall be treated under this Agreement as a termination by the Company without just cause and the Executive shall be entitled to the compensation and benefits set forth in (i) through (iv) above for the time periods provided in this Paragraph 5(b), and such amounts shall be treated as damages payable as a result of, and arising from, a breach of this Agreement.

          (vii)        Mitigation. If Executive becomes entitled to compensation and benefits under this Paragraph 5(b) and such payments would be considered to be severance payments contingent upon a change in control under Code Section 280G, Executive shall be required to mitigate damages (but only with respect to amounts that would be treated as severance payments under Code Section 280G) by reducing the amount of severance payments he is entitled to receive by any compensation and benefits he earns from subsequent employment (but shall not be required to seek such employment).

          (viii)       “Just Cause”. For purposes of this Agreement, the phrase “just cause” shall mean: (A) Executive’s material fraud, malfeasance, gross negligence, or willful misconduct with respect to business affairs of the Company which is directly or materially harmful to the business or reputation of the Company or any subsidiary of the Company; (B) Executive’s conviction of or failure to contest prosecution for a felony or a crime involving moral turpitude; or (C) Executive’s material breach of this Agreement. A termination of Executive for just cause based on clause (A) or (C) of the preceding sentence shall take effect 30 days after the Executive receives from Company written notice of intent to terminate and Company’s description of the alleged cause, unless Executive shall, during such 30-day period, remedy the events or circumstances constituting cause; provided, however, that such termination shall take effect immediately upon the giving of written notice of termination of just cause under any clause if the Company shall have determined in good faith that such events or circumstances are not remediable (which determination shall be stated in such notice).

            (c)     By Death. If Executive’s employment is terminated due to Executive’s death, the Executive’s surviving spouse, or if none, his estate, shall receive the benefits payable under (i) and (ii) of Paragraph 5(b) above; provided, however, such payments shall be for a period of 12 months rather than 36 months and such payments shall be made in a lump sum payment within 60 days of the Executive’s death.

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          (d)         For Disability. If Executive’s employment is terminated due to Executive’s disability (as defined in the Company’s long-term disability plan or insurance policy, or if no such plan or policy, as determined in good faith by the Company), Executive shall be entitled to the benefits payable or to be provided under (i), (ii), (iii) and (iv) of Paragraph 5(b); provided, however, the benefits under (i), (ii) or (iii) of Paragraph 5(b) shall be payable or to be provided for a period of 24 months. Executive or his estate, as the case may be, shall not by operation of this paragraph forfeit any rights in which he is vested at the time of his death or disability.

          (e)         Survival of Restrictive Covenants. Upon termination of Executive’s employment for any reason whatsoever (whether voluntary on the part of Executive, for just cause, or other reasons), the obligations of Executive pursuant to Paragraphs 6 and 7 hereof shall survive and remain in effect for the periods described in Paragraph 6.

          6.          Competition, Confidentiality, and Nonsolicitation. Executive agrees to be bound by the terms and conditions of the Noncompetition Agreement attached hereto as Exhibit “A”, which is hereby made a part of this Agreement.

          7.          Injunctive Relief. The Executive acknowledges that his services to be rendered to the Company are of a special and unusual character which have a unique value to the Company, the loss of which cannot adequately be compensated by damages in an action at law. Executive further acknowledges that any breach of the terms of Paragraph 6, including Exhibit ”A”, would result in material damage to the Company, although it might be difficult to establish the monetary value of the damage. Executive therefore agrees that the Company, in addition to any other rights and remedies available to it, shall be entitled to obtain an immediate injunction (whether temporary or permanent) from any court of appropriate jurisdiction in the event of any such breach thereof by Executive, or threatened breach which the Company in good faith believes will or is likely to result in irreparable harm to the Company. The existence of any claim or cause of action by Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of Executive’s agreement under this Paragraph and Paragraph 6 above.

          8.          Section 409A.

          (a)         Meaning of Termination of Employment. Solely as necessary to comply with Section 409A, for purposes of Paragraph 5(b) and Paragraph 5(d), “termination of employment” or “employment termination” or similar terms shall have the same meaning as “separation from service” under Section 409A(a)(2)(A)(i) of the Code.

          (b)         Installment Payments. For purposes of Paragraph 5(b) with respect to amounts payable in the event of termination of employment by the Company without just cause and Paragraph 5(d) with respect to amount payable in the event of termination of Executive’s employment for Disability, each such payment is a separate payment within the meaning of the final regulations under Section 409A. Each such payment that is made within 2-1/2 months following the end of the year that contains the date of Executive’s termination of employment is intended to be exempt from Section 409A as a short-term deferral within the meaning of the final regulations under Section 409A, each such payment that is made later than 2-1/2 months following the end of the year that contains the date of Executive’s termination of employment is intended to be exempt under the two-times separation pay exception of Treasury Reg. § 1.409A-1(b)(9)(iii) up to the limitation on the availability of such exception specified in such regulation, and each such payment that is made after the two-times separation pay exception ceases to be available shall be subject to delay in accordance with Paragraph 8(c) below.

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          (c)          Six Month Delay. This Agreement will be construed and administered to preserve the exemption from Section 409A of payments that qualify as a short-term deferral or that qualify for the two-times separation pay exception. With respect to other amounts that are subject to Section 409A, it is intended, and this Agreement will be so construed, that any such amounts payable under this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with the provisions of Section 409A and the treasury regulations relating thereto so as not to subject Executive to the payment of interest and additional tax that may be imposed under Section 409A. As a result, in the event Executive is a “specified employee” on the date of Executive’s termination of employment (with such status determined by the Company in accordance with rules established by the Company in writing in advance of the “specified employee identification date” that relates to the date of Executive’s termination of employment, or in the absence of such rules established by the Company, under the default rules for identifying specified employees under Section 409A), any payment that is subject to Section 409A, that is payable to Executive in connection with Executive’s termination of employment, shall not be paid earlier than six months after such termination of employment (if Executive dies after the date of Executive’s termination of employment but before any payment has been made, such remaining payments that were or could have been delayed will be paid to Executive’s estate without regard to such six-month delay).

          9.          Miscellaneous.

          (a)         Notice. Any notice or other communication required or permitted under this Agreement shall be effective only if it is in writing and shall be deemed to have been duly given when delivered personally or seven days after mailing if mailed first class by registered or certified mail, postage prepaid, addressed as follows:

If to the Company:	Miller Industries, Inc.
	P.O. Box 120
	8503 Hilltop Drive
	Ooltewah, Tennessee 37363
	Attention: Chairman of the Board
If to the Executive:	Jeffrey I. Badgley
	1905 Stoney Creek Drive
	Chattanooga, Tennessee 37421

or to such other address as any party may designate by notice to the others.

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          (b)          Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the Executive’s employment by the Company, and supersedes and is in full substitution for any and all prior understandings or agreements with respect to the Executive’s employment.

          (c)          Amendment. This Agreement may be amended only by an instrument in writing signed by the parties hereto, and any provision hereof may be waived only by an instrument in writing signed by the party or parties against whom or which enforcement of such waiver is sought. The failure of either party hereto to comply with any provision hereof shall in no way affect the full right to require such performance at any time thereafter, nor shall the waiver by either party hereto of a breach of any provision hereof be taken or held to be a waiver of any succeeding breach of such provision, or a waiver of the provision itself, or a waiver of any other provision of this Agreement.

          (d)          Binding Effect. This Agreement is binding on and is for the benefit of the parties hereto and their respective successors, heirs, executors, administrators and other legal representatives. Neither this Agreement nor any right or obligation hereunder may be assigned by the Executive or the Company, except for assignment by the Company to any wholly owned subsidiary.

          (e)          Severability and Modification. If any provision of this Agreement or portion thereof is so broad, in scope or duration, so as to be unenforceable, such provision or portion thereof shall be interpreted to be only so broad as is enforceable. In addition, to the extent that any provision of this Agreement as applied to either party or to any circumstances shall be adjudged by a court of competent jurisdiction to be void or unenforceable, the same shall in no way affect any other provision of this Agreement or the validity or enforceability of this Agreement.

          (f)           Interpretation. This Agreement shall be interpreted, construed and governed by and under the laws of the State of Tennessee. Each party irrevocably (i) consents to the exclusive jurisdiction and venue of the courts of Hamilton County, State of Tennessee and federal courts in the Eastern District of Tennessee, in any action arising under or relating to this Agreement (including Exhibit “A” hereto), and (ii) waives any jurisdictional defenses (including personal jurisdiction and venue) to any such action. If any provision of this Agreement is deemed or held to be illegal, invalid, or unenforceable under present or future laws effective during the term hereof, this Agreement shall be considered divisible and inoperative as to such provision to the extent it is deemed to be illegal, invalid or unenforceable, and in all other respects this Agreement shall remain in full force and effect; provided, however, that if any provision of this Agreement is deemed or held to be illegal, invalid or unenforceable there shall be added hereto automatically a provision as similar as possible to such illegal, invalid or unenforceable provision as shall be legal, valid or enforceable. Further, should any provision contained in this Agreement ever be reformed or rewritten by any judicial body of competent jurisdiction, such provision as so reformed or rewritten shall be binding upon the Executive and the Company.

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          (g)          Failure to Enforce. The failure of either party hereto at any time, or for any period of time, to enforce any of the provisions of this Agreement shall not be construed as a waiver of such provision(s) or of the right of such party hereafter to enforce each and every such provision.

          (h)          Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

          (i)           No Conflicting Agreement. The Executive represents and warrants that he is not party to any agreement, contract or understanding which would prohibit him from entering into this Agreement or performing fully his obligations hereunder.

          IN WITNESS WHEREOF, the Company and the Executive have executed this Agreement as of the date first written above.

MILLER INDUSTRIES, INC.
By:	/s/ J. Vincent Mish
	J. Vincent Mish
	Chief Financial Officer
EXECUTIVE
/s/ Jeffrey I. Badgley
Jeffrey I. Badgley

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EX-10.3

Exhibit 10.3

EMPLOYMENT AGREEMENT

          THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of the 30th day of December, 2008 (the “Effective Date”), by and between Miller Industries, Inc., a corporation organized under the laws of the State of Tennessee, USA (the “Company”), and Frank Madonia (the “Executive”).

          WHEREAS, Executive and the Company entered into an employment agreement (the “Original Agreement”) as of September, 1998, embodying the terms of Executive’s employment and pursuant to which Executive has been serving as Executive Vice President, General Counsel and Secretary of the Company; and

         WHEREAS, this Agreement amends and restates the Original Agreement as of the Effective Date in order, inter alia, to evidence formal compliance with Section 409A of the Internal Revenue Code of 1986, as amended, and the guidance thereunder (such Section, referenced herein as “Section 409A”; and such code, referenced herein as the “Code”).

          NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the parties hereto agree as follows:

          1.          Employment. Subject to the terms and conditions of this Agreement, Executive shall be employed by the Company as Executive Vice President, General Counsel and Secretary of the Company, and shall perform such duties and functions for the Company and any company controlling, controlled by or under common control with the Company (such companies hereinafter collectively called “Affiliates”) as shall be specified from time to time by the Chief Executive Officer (“CEO”) or the Board of Directors of the Company; Executive hereby accepts such employment and agrees to perform such executive duties as may be assigned to him.

          2.          Duties. Executive shall devote his full business related time and best efforts to accomplishing such executive duties at such locations as may be requested by the CEO or Board of Directors of the Company. While employed by the Company, Executive shall not serve as a principal, partner, employee, officer or director of, or consultant to, any other business or entity conducting business for profit without the prior written approval of the CEO of the Company. In addition, under no circumstances will Executive have any financial interest in any competitor of the Company; provided, however, that Executive may invest in no more than 2% of the outstanding stock or securities of any competitor whose stock or securities are traded on a national stock exchange of any country.

          3.          Term. The term of this Agreement shall be for a rolling, three (3) year term commencing on the date hereof, and shall be deemed automatically (without further action by either the Company or the Executive) to extend each day for an additional day such that the remaining term of the Agreement shall continue to be three (3) years; provided, however, that on Executive’s 62nd birthday this Agreement shall cease to extend automatically and, on such date, the remaining “term” of this Agreement shall be three (3) years; provided further that the Company may, by notice to the Executive, cause this Agreement to cease to extend automatically and, upon such notice, the “Term” of this Agreement shall be three (3) years following such notice.

          4.          Compensation and Benefits. As compensation for his services during the Term of this Agreement, Executive shall be paid and receive the amounts and benefits set forth in subsections (a), (b), and (c) below:

          (a)        Base Salary. An annual base salary (“Base Salary”) of $214,117 prorated for any partial year of employment. Executive’s Base Salary shall be subject to annual review, for adjustments at such time as the Company conducts salary reviews for its executive officers generally. Executive’s salary shall be payable in accordance with the Company’s regular payroll practices in effect from time to time for executive officers of the Company.

          (b)        Bonus. In addition to the Base Salary, the Executive shall be entitled to participate in any of the Company’s present and future stock or cash based bonus plans that are generally available to its executive officers, as such plans may exist or be changed from time to time at the discretion of the Company

          (c)        Other Benefits. Executive shall be entitled to vacation with pay, life insurance, health insurance, fringe benefits, and such other employee benefits generally made available by the Company to its executive officers, in accordance with the established plans and policies of the Company, as in effect from time to time.

          5.          Termination.

          (a)        By Executive. Executive may voluntarily terminate his employment hereunder at any time, to be effective 60 days after delivery to the Company of his signed, written resignation; Company may accept said resignation and pay Executive in lieu of waiting for passage of the notice period. Executive hereby agrees and acknowledges that if he voluntarily resigns from his employment prior to the end of the Term of this Agreement, then he shall be entitled to no payment or compensation whatsoever from the Company under this Agreement, other than as may be due him through his last day of employment.

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            (b)      By Company. Subject to the terms of this Paragraph and Paragraph 5(c) below, the Company may terminate Executive’s employment hereunder, in its sole discretion, whether with or without just cause (as defined in Paragraph 5(b)(viii) below and subject to the notice periods described therein), at any time upon written notice to Executive. If the Company terminates Executive’s employment for just cause (as defined in (viii) below), Executive shall be entitled to no payment or compensation whatsoever from the Company under this Agreement, other than as may be due him through his last day of employment. If, prior to the end of the Term of this Agreement, the Company terminates Executive’s employment without just cause (as defined in (viii) below), the Executive shall be entitled to receive, as damages payable as a result of, and arising from, a breach of this Agreement, the compensation and benefits set forth in (i) through (iv) below. Except to the extent provided in (vii) below, Executive shall not be required to mitigate damages by reducing the amounts he is entitled to receive hereunder by earnings from subsequent employment. The time periods in (i) through (iii) below shall be the lesser of the 36-month period stated therein or the time period remaining from the date of Executive’s termination to the end of the Term of this Agreement. All compensation payable under (i) through (iv) below shall be subject to the terms of Paragraph 8 below, which may delay the payment of the compensation for up to 6 months.

            (i)          Base Salary. The Executive will continue to receive his current salary (subject to withholding of all applicable taxes and any amounts referred to in paragraph (iii) below) for a period of thirty-six (36) months from his date of termination, payable in normal payroll periods, in the same manner as it was being paid as of the date of termination, and no less frequently than monthly. For purposes hereof, the Executive’s “current salary” shall be the highest rate in effect during the twelve-month period prior to the Executive’s termination.

            (ii)         Bonus. The Executive shall be paid bonus payments from the Company in each of the thirty-six (36) months following the month in which his employment is terminated in an amount for each such month equal to one-twelfth of the average (“Average Bonus”) of the bonuses earned by him for the three calendar years immediately preceding the year in which such termination occurs. Any bonus amounts that the Executive had previously earned from the Company but which may not yet have been paid as of the date of termination shall not be affected by this provision. Executive shall also receive, within 60 days after the date of his termination, a prorated bonus for any uncompleted fiscal year at the date of termination equal to the Average Bonus multiplied by the number of days he worked in such year divided by 365 days.

            (iii)        Health and Life Insurance Coverage. The Company shall provide Executive (and any spouse or dependents covered at the time of the Executive’s termination) with medical, dental, life insurance and other health benefits (pursuant to the same Company Plans that are medical, dental, life insurance and other health benefit plans and that are in effect for active employees of the Company), for thirty-six (36) months following the date of Executive’s termination of employment. The coverages provided for in this paragraph shall be applied against and reduce the period for which COBRA will be provided.

             (1)         To the extent that such medical, dental or other health benefit plan coverage is provided under a self-insured plan maintained by the Company (within the meaning of Section 105(h) of the Code):

          (X)          the charge to Executive for each month of coverage will equal the monthly COBRA charge established by the Company for such coverage in which the Executive or the Executive’s spouse or dependents (as applicable) are enrolled from time to time, based on the coverage generally provided to salaried employees (less the amount of any administrative charge typically assessed by the Company as part of its COBRA charge), and Executive will be required to pay such monthly charge in accordance with the Company’s standard COBRA premium payment requirements; and

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          (Y)          on the date of Executive’s termination of employment (subject to delay under Paragraph 8 below), the Company will pay Executive a lump sum in cash equal, in the aggregate, to the monthly COBRA charge established by the Company for the coverage being provided on Executive’s termination date to the Executive and, if applicable, his spouse and dependents, for each month of coverage in the 36-month period. For this purpose, the Company’s monthly COBRA charge will be increased by 10% on each January in the projected payment period and such increased amount shall apply to each successive month in the calendar year in which the increase became applicable.

              (2)        To the extent that such medical, dental or other health benefit plan coverage is provided under a fully-insured medical reimbursement plan (within the meaning of Section 105(h) of the Code), there will be no charge to Executive for such coverage.

           (iv)          Stock Options and Other Equity Awards. As of Executive’s date of termination, all outstanding stock options, stock appreciation rights, restricted stock units, and other equity awards granted to Executive under the Stock Option and Incentive Plan and any other Company stock plans (the “Stock Option Plans”) shall become 100% vested and immediately exercisable. To the extent necessary, the provisions of this paragraph (iv) shall constitute an amendment of the Executive’s stock option or other equity compensation agreements under the Stock Option Plans.

           (v)           Effect of Death. In the event of the Executive’s death after his termination of employment by the Company under this Paragraph 5(b), the benefits payable under (i) and (ii) of this Paragraph 5(b) shall continue for a period of twelve (12) months, or, if shorter, until the end of the Term of this Agreement; provided, however, such payments will be paid in a lump sum payment within 60 days following the Executive’s death, to the Executive’s surviving spouse, or, if none, to the Executive’s estate. In addition, in the event of Executive’s death, any dependent coverage in effect under (iii) of this Paragraph 5(b) shall continue, for a period of 12 months, or, if shorter, until the end of the Term of this Agreement.

           (vi)          Coordination with Change in Control Agreement. Notwithstanding any provision of this Agreement to the contrary, if Executive’s employment is terminated (whether by the Company or by Executive) under circumstances that would entitle him to receive benefits under his agreement with the Company providing compensation and benefits for termination following a “change in control” of the Company (as defined in such agreement), then any such termination shall be treated under this Agreement as a termination by the Company without just cause and the Executive shall be entitled to the compensation and benefits set forth in (i) through (iv) above for the time periods provided in this Paragraph 5(b), and such amounts shall be treated as damages payable as a result of, and arising from, a breach of this Agreement.

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          (vii)         Mitigation. If Executive becomes entitled to compensation and benefits under this Paragraph 5(b) and such payments would be considered to be severance payments contingent upon a change in control under Code Section 280G, Executive shall be required to mitigate damages (but only with respect to amounts that would be treated as severance payments under Code Section 280G) by reducing the amount of severance payments he is entitled to receive by any compensation and benefits he earns from subsequent employment (but shall not be required to seek such employment).

          (viii)        “Just Cause”. For purposes of this Agreement, the phrase “just cause” shall mean: (A) Executive’s material fraud, malfeasance, gross negligence, or willful misconduct with respect to business affairs of the Company which is directly or materially harmful to the business or reputation of the Company or any subsidiary of the Company; (B) Executive’s conviction of or failure to contest prosecution for a felony or a crime involving moral turpitude; or (C) Executive’s material breach of this Agreement. A termination of Executive for just cause based on clause (A) or (C) of the preceding sentence shall take effect 30 days after the Executive receives from Company written notice of intent to terminate and Company’s description of the alleged cause, unless Executive shall, during such 30-day period, remedy the events or circumstances constituting cause; provided, however, that such termination shall take effect immediately upon the giving of written notice of termination of just cause under any clause if the Company shall have determined in good faith that such events or circumstances are not remediable (which determination shall be stated in such notice).

            (c)      By Death. If Executive’s employment is terminated due to Executive’s death, the Executive’s surviving spouse, or if none, his estate, shall receive the benefits payable under (i) and (ii) of Paragraph 5(b) above; provided, however, such payments shall be for a period of 12 months rather than 36 months and such payments shall be made in a lump sum payment within 60 days of the Executive’s death.

            (d)      For Disability. If Executive’s employment is terminated due to Executive’s disability (as defined in the Company’s long-term disability plan or insurance policy, or if no such plan or policy, as determined in good faith by the Company), Executive shall be entitled to the benefits payable or to be provided under (i), (ii), (iii) and (iv) of Paragraph 5(b); provided, however, the benefits under (i), (ii) or (iii) of Paragraph 5(b) shall be payable or to be provided for a period of 24 months. Executive or his estate, as the case may be, shall not by operation of this paragraph forfeit any rights in which he is vested at the time of his death or disability.

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          (e)          Survival of Restrictive Covenants. Upon termination of Executive’s employment for any reason whatsoever (whether voluntary on the part of Executive, for just cause, or other reasons), the obligations of Executive pursuant to Paragraphs 6 and 7 hereof shall survive and remain in effect for the periods described in Paragraph 6.

          6.           Competition, Confidentiality, and Nonsolicitation. Executive agrees to be bound by the terms and conditions of the Noncompetition Agreement attached hereto as Exhibit “A”, which is hereby made a part of this Agreement.

          7.           Injunctive Relief. The Executive acknowledges that his services to be rendered to the Company are of a special and unusual character which have a unique value to the Company, the loss of which cannot adequately be compensated by damages in an action at law. Executive further acknowledges that any breach of the terms of Paragraph 6, including Exhibit ”A”, would result in material damage to the Company, although it might be difficult to establish the monetary value of the damage. Executive therefore agrees that the Company, in addition to any other rights and remedies available to it, shall be entitled to obtain an immediate injunction (whether temporary or permanent) from any court of appropriate jurisdiction in the event of any such breach thereof by Executive, or threatened breach which the Company in good faith believes will or is likely to result in irreparable harm to the Company. The existence of any claim or cause of action by Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of Executive’s agreement under this Paragraph and Paragraph 6 above.

          8.            Section 409A.

          (a)          Meaning of Termination of Employment. Solely as necessary to comply with Section 409A, for purposes of Paragraph 5(b) and Paragraph 5(d), “termination of employment” or “employment termination” or similar terms shall have the same meaning as “separation from service” under Section 409A(a)(2)(A)(i) of the Code.

          (b)         Installment Payments. For purposes of Paragraph 5(b) with respect to amounts payable in the event of termination of employment by the Company without just cause and Paragraph 5(d) with respect to amount payable in the event of termination of Executive’s employment for Disability, each such payment is a separate payment within the meaning of the final regulations under Section 409A. Each such payment that is made within 2-1/2 months following the end of the year that contains the date of Executive’s termination of employment is intended to be exempt from Section 409A as a short-term deferral within the meaning of the final regulations under Section 409A, each such payment that is made later than 2-1/2 months following the end of the year that contains the date of Executive’s termination of employment is intended to be exempt under the two-times separation pay exception of Treasury Reg. § 1.409A-1(b)(9)(iii) up to the limitation on the availability of such exception specified in such regulation, and each such payment that is made after the two-times separation pay exception ceases to be available shall be subject to delay in accordance with Paragraph 8(c) below.

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          (c)          Six Month Delay. This Agreement will be construed and administered to preserve the exemption from Section 409A of payments that qualify as a short-term deferral or that qualify for the two-times separation pay exception. With respect to other amounts that are subject to Section 409A, it is intended, and this Agreement will be so construed, that any such amounts payable under this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with the provisions of Section 409A and the treasury regulations relating thereto so as not to subject Executive to the payment of interest and additional tax that may be imposed under Section 409A. As a result, in the event Executive is a “specified employee” on the date of Executive’s termination of employment (with such status determined by the Company in accordance with rules established by the Company in writing in advance of the “specified employee identification date” that relates to the date of Executive’s termination of employment, or in the absence of such rules established by the Company, under the default rules for identifying specified employees under Section 409A), any payment that is subject to Section 409A, that is payable to Executive in connection with Executive’s termination of employment, shall not be paid earlier than six months after such termination of employment (if Executive dies after the date of Executive’s termination of employment but before any payment has been made, such remaining payments that were or could have been delayed will be paid to Executive’s estate without regard to such six-month delay).

          9.           Miscellaneous.

          (a)          Notice. Any notice or other communication required or permitted under this Agreement shall be effective only if it is in writing and shall be deemed to have been duly given when delivered personally or seven days after mailing if mailed first class by registered or certified mail, postage prepaid, addressed as follows:

If to the Company:	Miller Industries, Inc.
	P.O. Box 120
	8503 Hilltop Drive
	Ooltewah, Tennessee 37363
	Attention: President
If to the Executive:	Frank Madonia
	932 St. Lyonn Court
	Marietta, Georgia 30068

or to such other address as any party may designate by notice to the others.

          (b)          Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the Executive’s employment by the Company, and supersedes and is in full substitution for any and all prior understandings or agreements with respect to the Executive’s employment.

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          (c)          Amendment. This Agreement may be amended only by an instrument in writing signed by the parties hereto, and any provision hereof may be waived only by an instrument in writing signed by the party or parties against whom or which enforcement of such waiver is sought. The failure of either party hereto to comply with any provision hereof shall in no way affect the full right to require such performance at any time thereafter, nor shall the waiver by either party hereto of a breach of any provision hereof be taken or held to be a waiver of any succeeding breach of such provision, or a waiver of the provision itself, or a waiver of any other provision of this Agreement.

          (d)          Binding Effect. This Agreement is binding on and is for the benefit of the parties hereto and their respective successors, heirs, executors, administrators and other legal representatives. Neither this Agreement nor any right or obligation hereunder may be assigned by the Executive or the Company, except for assignment by the Company to any wholly owned subsidiary.

          (e)          Severability and Modification. If any provision of this Agreement or portion thereof is so broad, in scope or duration, so as to be unenforceable, such provision or portion thereof shall be interpreted to be only so broad as is enforceable. In addition, to the extent that any provision of this Agreement as applied to either party or to any circumstances shall be adjudged by a court of competent jurisdiction to be void or unenforceable, the same shall in no way affect any other provision of this Agreement or the validity or enforceability of this Agreement.

          (f)           Interpretation. This Agreement shall be interpreted, construed and governed by and under the laws of the State of Tennessee. Each party irrevocably (i) consents to the exclusive jurisdiction and venue of the courts of Hamilton County, State of Tennessee and federal courts in the Eastern District of Tennessee, in any action arising under or relating to this Agreement (including Exhibit “A” hereto), and (ii) waives any jurisdictional defenses (including personal jurisdiction and venue) to any such action. If any provision of this Agreement is deemed or held to be illegal, invalid, or unenforceable under present or future laws effective during the term hereof, this Agreement shall be considered divisible and inoperative as to such provision to the extent it is deemed to be illegal, invalid or unenforceable, and in all other respects this Agreement shall remain in full force and effect; provided, however, that if any provision of this Agreement is deemed or held to be illegal, invalid or unenforceable there shall be added hereto automatically a provision as similar as possible to such illegal, invalid or unenforceable provision as shall be legal, valid or enforceable. Further, should any provision contained in this Agreement ever be reformed or rewritten by any judicial body of competent jurisdiction, such provision as so reformed or rewritten shall be binding upon the Executive and the Company.

          (g)          Failure to Enforce. The failure of either party hereto at any time, or for any period of time, to enforce any of the provisions of this Agreement shall not be construed as a waiver of such provision(s) or of the right of such party hereafter to enforce each and every such provision.

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          (h)          Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

          (i)          No Conflicting Agreement. The Executive represents and warrants that he is not party to any agreement, contract or understanding which would prohibit him from entering into this Agreement or performing fully his obligations hereunder.

          IN WITNESS WHEREOF, the Company and the Executive have executed this Agreement as of the date first written above.

MILLER INDUSTRIES, INC.
By:	/s/ Jeffrey I. Badgley
	Jeffrey I. Badgley
	President and Co-Chief Executive Officer
EXECUTIVE
/s/ Frank Madonia
Frank Madonia

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EX-10.4

Exhibit 10.4

EMPLOYMENT AGREEMENT

          THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of the 30th day of December, 2008 (the “Effective Date”), by and between Miller Industries, Inc., a corporation organized under the laws of the State of Tennessee, USA (the “Company”), and J. Vincent Mish (the “Executive”).

          WHEREAS, Executive and the Company entered into an employment agreement (the “Original Agreement”) in 2002, embodying the terms of Executive’s employment and pursuant to which Executive has been serving as Executive Vice President and Chief Financial Officer of the Company; and

          WHEREAS, this Agreement amends and restates the Original Agreement as of the Effective Date in order, inter alia, to evidence formal compliance with Section 409A of the Internal Revenue Code of 1986, as amended, and the guidance thereunder (such Section, referenced herein as “Section 409A”; and such code, referenced herein as the “Code”).

          NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the parties hereto agree as follows:

          1.          Employment. Subject to the terms and conditions of this Agreement, Executive shall be employed by the Company as Executive Vice President and Chief Financial Officer of the Company, and shall perform such duties and functions for the Company and any company controlling, controlled by or under common control with the Company (such companies hereinafter collectively called “Affiliates”) as shall be specified from time to time by the Chief Executive Officer (“CEO”) or the Board of Directors of the Company; Executive hereby accepts such employment and agrees to perform such executive duties as may be assigned to him.

          2.          Duties. Executive shall devote his full business related time and best efforts to accomplishing such executive duties at such locations as may be requested by the CEO or Board of Directors of the Company. While employed by the Company, Executive shall not serve as a principal, partner, employee, officer or director of, or consultant to, any other business or entity conducting business for profit without the prior written approval of the CEO of the Company. In addition, under no circumstances will Executive have any financial interest in any competitor of the Company; provided, however, that Executive may invest in no more than 2% of the outstanding stock or securities of any competitor whose stock or securities are traded on a national stock exchange of any country.

          3.          Term. The term of this Agreement shall commence on the date hereof and shall end on the third annual shareholders’ meeting at which directors are to be elected following the Effective Date (the “Term”), provided, however, beginning with the first annual shareholders’ meeting at which directors are to be elected following the Effective Date and each such annual shareholders’ meeting thereafter, Executive’s employment and the Term of this Agreement shall be extended automatically (without further action by either the Company or the Executive) for an additional period such that the Term of this Agreement will end on the 3rd anniversary of such shareholders’ meeting, unless no later than 10 days following the date of such shareholders’ meeting, the Company provides the Executive with written notice that the Term of this Agreement is not being extended. Notwithstanding the above, the Term of this Agreement shall end on the Executive’s 65th birthday.

          4.          Compensation and Benefits. As compensation for his services during the Term of this Agreement, Executive shall be paid and receive the amounts and benefits set forth in subsections (a), (b) and (c) below:

          (a)        Base Salary. An annual base salary (“Base Salary”) of $212,033 prorated for any partial year of employment. Executive’s Base Salary shall be subject to annual review, for adjustments at such time as the Company conducts salary reviews for its executive officers generally. Executive’s salary shall be payable in accordance with the Company’s regular payroll practices in effect from time to time for executive officers of the Company.

          (b)        Bonus. In addition to the Base Salary, the Executive shall be entitled to participate in any of the Company’s present and future stock or cash based bonus plans that are generally available to its executive officers, as such plans may exist or be changed from time to time at the discretion of the Company

          (c)        Other Benefits. Executive shall be entitled to vacation with pay, life insurance, health insurance, fringe benefits, and such other employee benefits generally made available by the Company to its executive officers, in accordance with the established plans and policies of the Company, as in effect from time to time.

          5.          Termination.

          (a)        By Executive. Executive may voluntarily terminate his employment hereunder at any time, to be effective 60 days after delivery to the Company of his signed, written resignation; Company may accept said resignation and pay Executive in lieu of waiting for passage of the notice period. Executive hereby agrees and acknowledges that if he voluntarily resigns from his employment prior to the end of the Term of this Agreement, then he shall be entitled to no payment or compensation whatsoever from the Company under this Agreement, other than as may be due him through his last day of employment, including any vested benefits and any benefit continuation or conversion rights which he may have in accordance with the established plans and policies of the Company.

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            (b)       By Company. Subject to the terms of this Paragraph and Paragraph 5(c) below, the Company may terminate Executive’s employment hereunder, in its sole discretion, whether with or without just cause (as defined in Paragraph 5(b)(viii) below and subject to the notice periods described therein), at any time upon written notice to Executive. If the Company terminates Executive’s employment for just cause (as defined in (viii) below), Executive shall be entitled to no payment or compensation whatsoever from the Company under this Agreement, other than as may be due him through his last day of employment. If, prior to the end of the Term of this Agreement, the Company terminates Executive’s employment without just cause (as defined in (viii) below), the Executive shall be entitled to receive, as damages payable as a result of, and arising from, a breach of this Agreement, the compensation and benefits set forth in (i) through (iv) below, subject to the Executive’s obligation to mitigate damages by reducing the amounts he is entitled to receive hereunder by earnings from subsequent employment as provided in (vii) below. The time periods in (i) through (iii) below shall be the lesser of 36 months or the time period remaining from the date of Executive’s termination to the end of the Term of this Agreement (the “Severance Period”). All compensation payable under (i) through (iv) below shall be subject to the terms of Paragraph 8 below, which may delay the payment of the compensation for up to 6 months.

             (i)          Base Salary. The Executive will continue to receive his current Base Salary (subject to withholding of all applicable taxes and any amounts referred to in paragraph (iii) below) for the Severance Period, payable in normal payroll periods, in the same manner as it was being paid as of the date of termination, and no less frequently than monthly. For purposes hereof, the Executive’s “current Base Salary” shall be the highest rate in effect during the twelve-month period prior to the Executive’s termination.

             (ii)         Bonus. The Executive shall be paid monthly bonus payments from the Company in each month of the Severance Period beginning with the month following the month in which his employment is terminated in an amount for each such month equal to one-twelfth of the average (“Average Bonus”) of the bonuses earned by him for the three calendar years immediately preceding the year in which such termination occurs. Any bonus amounts that the Executive had previously earned from the Company but which may not yet have been paid as of the date of termination shall not be affected by this provision. Executive shall also receive, within 60 days after the date of his termination, a prorated bonus for any uncompleted fiscal year at the date of termination equal to the Average Bonus multiplied by the number of days he worked in such year divided by 365 days.

             (iii)        Health and Life Insurance Coverage. The Company shall provide Executive (and any spouse or dependents covered at the time of the Executive’s termination) with medical, dental, life insurance and other health benefits (pursuant to the same Company Plans that are medical, dental, life insurance and other health benefit plans and that are in effect for active employees of the Company), for the Severance Period. The coverages provided for in this paragraph shall be applied against and reduce the period for which COBRA will be provided.

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          (1)           To the extent that such medical, dental or other health benefit plan coverage is provided under a self-insured plan maintained by the Company (within the meaning of Section 105(h) of the Code):

          (X)          the charge to Executive for each month of coverage will equal the monthly COBRA charge established by the Company for such coverage in which the Executive or the Executive’s spouse or dependents (as applicable) are enrolled from time to time, based on the coverage generally provided to salaried employees (less the amount of any administrative charge typically assessed by the Company as part of its COBRA charge), and Executive will be required to pay such monthly charge in accordance with the Company’s standard COBRA premium payment requirements; and

          (Y)          on the date of Executive’s termination of employment (subject to delay under Paragraph 8 below), the Company will pay Executive a lump sum in cash equal to the number of months in the Severance Period, multiplied by the monthly COBRA charge established by the Company for the coverage being provided on Executive’s termination date to the Executive and, if applicable, his spouse and dependents. For this purpose, the Company’s monthly COBRA charge will be increased by 10% on each January in the projected payment period and such increased amount shall apply to each successive month in the calendar year in which the increase became applicable.

          (2)           To the extent that such medical, dental or other health benefit plan coverage is provided under a fully-insured medical reimbursement plan (within the meaning of Section 105(h) of the Code), there will be no charge to Executive for such coverage.

                  (iv)     Stock Options and Other Equity Awards. As of Executive’s date of termination, all outstanding stock options, stock appreciation rights, restricted stock units, and other equity awards granted to Executive under the Stock Option and Incentive Plan and any other Company stock plans (the “Stock Option Plans”) shall become 100% vested and immediately exercisable. To the extent necessary, the provisions of this paragraph (iv) shall constitute an amendment of the Executive’s stock option or other equity compensation agreements under the Stock Option Plans.

                  (v)      Effect of Death. In the event of the Executive’s death after his termination of employment by the Company under this Paragraph 5(b), the benefits payable under (i) and (ii) of this Paragraph 5(b) shall continue for a period of twelve (12) months, or, if shorter, until the end of the Term of this Agreement; provided, however, such payments will be paid in a lump sum payment within 60 days following the Executive’s death, to the Executive’s surviving spouse, or, if none, to the Executive’s estate. In addition, in the event of Executive’s death, any dependent coverage in effect under (iii) of this Paragraph 5(b) shall continue, for a period of 12 months, or, if shorter, until the end of the Term of this Agreement.

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          (vi)           Coordination with Change in Control Agreement. Notwithstanding any provision of this Agreement to the contrary, if Executive’s employment is terminated (whether by the Company or by Executive) under circumstances that would entitle him to receive benefits under his agreement with the Company providing compensation and benefits for termination following a “change in control” of the Company (as defined in such agreement), then any such termination shall be treated under this Agreement as a termination by the Company without just cause and the Executive shall be entitled to the compensation and benefits set forth in (i) through (iv) above for the time periods provided in this Paragraph 5(b), and such amounts shall be treated as damages payable as a result of, and arising from, a breach of this Agreement.

          (vii)          Obligation to Mitigate. Although Executive shall not be required to seek subsequent employment, if Executive accepts subsequent employment during the period he is receiving compensation and benefits under (i) through (iii) above, Executive shall be required to notify the Company within 10 days of accepting such subsequent employment, and the Executive shall be required to mitigate damages by reducing the amount of severance payments he is entitled to receive under (i) and (ii) above by any compensation he earns from subsequent employment during the period he is entitled to compensation under (i) and (ii) above. In addition, the life insurance coverage being continued under (iii) above shall terminate as of the date of the commencement of the Executive’s subsequent employment, and the health insurance coverage being provided under (iii) above shall terminate as of the date the Executive becomes covered under a health plan of the subsequent employer.

          (viii)         “Just Cause”. For purposes of this Agreement, the phrase “just cause” shall mean: (A) Executive’s material fraud, malfeasance, gross negligence, or willful misconduct with respect to business affairs of the Company which is directly or materially harmful to the business or reputation of the Company or any subsidiary of the Company; (B) Executive’s conviction of or failure to contest prosecution for a felony or a crime involving moral turpitude; or (C) Executive’s material breach of this Agreement. A termination of Executive for just cause based on clause (A) or (C) of the preceding sentence shall take effect 30 days after the Executive receives from Company written notice of intent to terminate and Company’s description of the alleged cause, unless Executive shall, during such 30-day period, remedy the events or circumstances constituting cause; provided, however, that such termination shall take effect immediately upon the giving of written notice of termination of just cause under any clause if the Company shall have determined in good faith that such events or circumstances are not remediable (which determination shall be stated in such notice).

           (c)      By Death. If Executive’s employment is terminated due to Executive’s death, the Executive’s surviving spouse, or if none, his estate, shall receive the benefits payable under (i) and (ii) of Paragraph 5(b) above; provided, however, such payments shall be for a period of 12 months rather than 36 months and such payments shall be made in a lump sum payment within 60 days of the Executive’s death.

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        (d)       For Disability. If Executive’s employment is terminated due to Executive’s disability (as defined in the Company’s long-term disability plan or insurance policy, or if no such plan or policy, as determined in good faith by the Company), Executive shall be entitled to the benefits payable or to be provided under (i), (ii), (iii) and (iv) of Paragraph 5(b); provided, however, the benefits under (i), (ii) or (iii) of Paragraph 5(b) shall be payable or to be provided for a period of 24 months. Executive or his estate, as the case may be, shall not by operation of this paragraph forfeit any rights in which he is vested at the time of his death or disability.

        (e)       Survival of Restrictive Covenants. Upon termination of Executive’s employment for any reason whatsoever (whether voluntary on the part of Executive, for just cause, or other reasons), the obligations of Executive pursuant to Paragraphs 6 and 7 hereof shall survive and remain in effect for the periods described in Paragraph 6.

        6.         Competition, Confidentiality, and Nonsolicitation. Executive agrees to be bound by the terms and conditions of the Noncompetition Agreement attached hereto as Exhibit “A”, which is hereby made a part of this Agreement.

        7.         Injunctive Relief. The Executive acknowledges that his services to be rendered to the Company are of a special and unusual character which have a unique value to the Company, the loss of which cannot adequately be compensated by damages in an action at law. Executive further acknowledges that any breach of the terms of Paragraph 6, including Exhibit “A”, would result in material damage to the Company, although it might be difficult to establish the monetary value of the damage. Executive therefore agrees that the Company, in addition to any other rights and remedies available to it, shall be entitled to obtain an immediate injunction (whether temporary or permanent) from any court of appropriate jurisdiction in the event of any such breach thereof by Executive, or threatened breach which the Company in good faith believes will or is likely to result in irreparable harm to the Company. The existence of any claim or cause of action by Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of Executive’s agreement under this Paragraph and Paragraph 6 above.

        8.         Section 409A.

        (a)       Meaning of Termination of Employment. Solely as necessary to comply with Section 409A, for purposes of Paragraph 5(b) and Paragraph 5(d), “termination of employment” or “employment termination” or similar terms shall have the same meaning as “separation from service” under Section 409A(a)(2)(A)(i) of the Code.

        (b)       Installment Payments. For purposes of Paragraph 5(b) with respect to amounts payable in the event of termination of employment by the Company without just cause and Paragraph 5(d) with respect to amount payable in the event of termination of Executive’s employment for Disability, each such payment is a separate payment within the meaning of the final regulations under Section 409A. Each such payment that is made within 2-1/2 months following the end of the year that contains the date of Executive’s termination of employment is intended to be exempt from Section 409A as a short-term deferral within the meaning of the final regulations under Section 409A, each such payment that is made later than 2-1/2 months following the end of the year that contains the date of Executive’s termination of employment is intended to be exempt under the two-times separation pay exception of Treasury Reg. § 1.409A-1(b)(9)(iii) up to the limitation on the availability of such exception specified in such regulation, and each such payment that is made after the two-times separation pay exception ceases to be available shall be subject to delay in accordance with Paragraph 8(c) below.

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       (c)        Six Month Delay. This Agreement will be construed and administered to preserve the exemption from Section 409A of payments that qualify as a short-term deferral or that qualify for the two-times separation pay exception. With respect to other amounts that are subject to Section 409A, it is intended, and this Agreement will be so construed, that any such amounts payable under this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with the provisions of Section 409A and the treasury regulations relating thereto so as not to subject Executive to the payment of interest and additional tax that may be imposed under Section 409A. As a result, in the event Executive is a “specified employee” on the date of Executive’s termination of employment (with such status determined by the Company in accordance with rules established by the Company in writing in advance of the “specified employee identification date” that relates to the date of Executive’s termination of employment, or in the absence of such rules established by the Company, under the default rules for identifying specified employees under Section 409A), any payment that is subject to Section 409A, that is payable to Executive in connection with Executive’s termination of employment, shall not be paid earlier than six months after such termination of employment (if Executive dies after the date of Executive’s termination of employment but before any payment has been made, such remaining payments that were or could have been delayed will be paid to Executive’s estate without regard to such six-month delay).

       9.          Miscellaneous.

      (a)         Notice. Any notice or other communication required or permitted under this Agreement shall be effective only if it is in writing and shall be deemed to have been duly given when delivered personally or seven days after mailing if mailed first class by registered or certified mail, postage prepaid, addressed as follows:

If to the Company:	Miller Industries, Inc.
	P.O. Box 120
	8503 Hilltop Drive
	Ooltewah, Tennessee 37363
	Attention: Chief Executive Officer
If to the Executive:	J. Vincent Mish
	407 Gentlemen’s Ridge
	Signal Mountain, Tennessee 37377

or to such other address as any party may designate by notice to the others.

      (b)        Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the Executive’s employment by the Company, and supersedes and is in full substitution for any and all prior understandings or agreements with respect to the Executive’s employment.

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          (c)          Amendment. This Agreement may be amended only by an instrument in writing signed by the parties hereto, and any provision hereof may be waived only by an instrument in writing signed by the party or parties against whom or which enforcement of such waiver is sought. The failure of either party hereto to comply with any provision hereof shall in no way affect the full right to require such performance at any time thereafter, nor shall the waiver by either party hereto of a breach of any provision hereof be taken or held to be a waiver of any succeeding breach of such provision, or a waiver of the provision itself, or a waiver of any other provision of this Agreement.

          (d)          Binding Effect. This Agreement is binding on and is for the benefit of the parties hereto and their respective successors, heirs, executors, administrators and other legal representatives. Neither this Agreement nor any right or obligation hereunder may be assigned by the Executive or the Company, except for assignment by the Company to any wholly owned subsidiary.

          (e)          Severability and Modification. If any provision of this Agreement or portion thereof is so broad, in scope or duration, so as to be unenforceable, such provision or portion thereof shall be interpreted to be only so broad as is enforceable. In addition, to the extent that any provision of this Agreement as applied to either party or to any circumstances shall be adjudged by a court of competent jurisdiction to be void or unenforceable, the same shall in no way affect any other provision of this Agreement or the validity or enforceability of this Agreement.

          (f)          Interpretation. This Agreement shall be interpreted, construed and governed by and under the laws of the State of Tennessee. Each party irrevocably (i) consents to the exclusive jurisdiction and venue of the courts of Hamilton County, State of Tennessee and federal courts in the Eastern District of Tennessee, in any action arising under or relating to this Agreement (including Exhibit “A” hereto), and (ii) waives any jurisdictional defenses (including personal jurisdiction and venue) to any such action. If any provision of this Agreement is deemed or held to be illegal, invalid, or unenforceable under present or future laws effective during the term hereof, this Agreement shall be considered divisible and inoperative as to such provision to the extent it is deemed to be illegal, invalid or unenforceable, and in all other respects this Agreement shall remain in full force and effect; provided, however, that if any provision of this Agreement is deemed or held to be illegal, invalid or unenforceable there shall be added hereto automatically a provision as similar as possible to such illegal, invalid or unenforceable provision as shall be legal, valid or enforceable. Further, should any provision contained in this Agreement ever be reformed or rewritten by any judicial body of competent jurisdiction, such provision as so reformed or rewritten shall be binding upon the Executive and the Company.

          (g)          Failure to Enforce. The failure of either party hereto at any time, or for any period of time, to enforce any of the provisions of this Agreement shall not be construed as a waiver of such provision(s) or of the right of such party hereafter to enforce each and every such provision.

          (h)          Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

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          (i)          No Conflicting Agreement. The Executive represents and warrants that he is not party to any agreement, contract or understanding which would prohibit him from entering into this Agreement or performing fully his obligations hereunder.

          (j)          Headings. The headings and subheadings of this Agreement are inserted for convenience of reference only and are not to be considered in construction of the provisions hereof.

          (k)          Construction. The Company and the Executive acknowledge that this Agreement was the result of arm’s-length negotiations between sophisticated parties each represented by legal counsel. Each and every provision of this Agreement shall be construed as though both parties participated equally in the drafting of same, and any rule of construction that a document shall be construed against the drafting party shall not be applicable to this Agreement.

          IN WITNESS WHEREOF, the Company and the Executive have executed this Agreement as of the date first written above.

MILLER INDUSTRIES, INC.
By:	/s/ Jeffrey I. Badgley
	Jeffrey I. Badgley
	President and Co-Chief Executive Officer
EXECUTIVE
/s/ J. Vincent Mish
J. Vincent Mish

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EX-10.5

Exhibit 10.5

AGREEMENT

THIS AGREEMENT (the “Agreement”) is made and entered into effective this 30th day of December, 2008 (the “Effective Date”), by and between MILLER INDUSTRIES, INC., a Tennessee corporation (the “Company”), and Jeffrey I. Badgley (the “Executive”).

W I T N E S S E T H:

WHEREAS, the Company wishes to assure both itself and its key employees of continuity of management and objective judgment in the event of any Change in Control (as defined below) of the Company, and to induce its key employees to remain employed by the Company, and the Executive is a key employee of the Company and an integral part of its management;

WHEREAS, this Agreement is not intended to alter materially the compensation and benefits that the Executive reasonably could expect to receive in the absence of a Change in Control of the Company, and this Agreement accordingly will be operative only upon circumstances relating to a Change in Control of the Company, as set forth herein;

WHEREAS, Executive and the Company entered into an agreement (the “Original Agreement”) as of September, 1998, to be operative upon a Change in Control; and

WHEREAS, this Agreement amends and restates the Original Agreement as of the Effective Date in order, inter alia, to evidence formal compliance with Section 409A of the Internal Revenue Code of 1986, as amended, and the guidance thereunder (such Section, referenced herein as “Section 409A”; and such code, referenced herein as the “Code”).

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants herein contained, the parties hereby agree as follows:

I. OPERATION OF AGREEMENT.

This Agreement supersedes the Original Agreement and is effective immediately upon its execution by the parties hereto, but anything in this Agreement to the contrary notwithstanding, neither this Agreement nor any provision hereof shall be operative unless, during the term of this Agreement, there has been a Change in Control of the Company, as defined in Article III below.  Immediately upon such an occurrence, all of the provisions hereof shall become operative.

II.TERM OF AGREEMENT.

The term of this Agreement shall be for a rolling, three (3) year term commencing on the date hereof, and shall be deemed automatically (without further action by either the Company or the Executive) to extend each day for an additional day such that the remaining term of the Agreement shall continue to be three (3) years; provided, however, that on Executive’s 62nd birthday this Agreement shall cease to extend automatically and, on such date, the remaining “Term” of this Agreement shall be three (3) years; provided further, that the Company may, by notice to the Executive, cause this Agreement to cease to extend automatically and, upon such notice, the “Term” of this Agreement shall be three (3) years following such notice.

III.DEFINITIONS.

1.  Base Amount — The term “Base Amount” shall have the same meaning as ascribed to it under Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the “Code”).

2.  Board or Board of Directors — The Board of Directors of Miller Industries, Inc., or its successor.

3.  Cause — The Term “Cause” as used herein shall mean: (i) Executive’s material fraud, malfeasance, gross negligence, or willful misconduct with respect to business affairs of the Company which is directly or materially harmful to the business or reputation of the Company or any subsidiary of the Company, or (ii) Executive’s conviction of or failure to contest prosecution for a felony or a crime involving moral turpitude.  A termination of Executive for “Cause” based on clause (i) of the preceding sentence shall take effect thirty (30) days after the Company gives written notice of such termination to Executive specifying the conduct deemed to qualify as Cause, unless Executive shall, during such 30-day period, remedy the events or circumstances constituting cause to the reasonable satisfaction of the Company.  A termination for Cause based on clause (ii) above shall take effect immediately upon giving of the termination notice.

4.  Change in Control — The term “Change in Control” as used herein shall mean:

(a)the acquisition, directly or indirectly, by any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) of securities of the Company representing an aggregate of forty percent (40%) or more of the combined voting power of the Company’s then outstanding securities (excluding the acquisition by persons who own such amount of securities on the date hereof, or acquisitions by persons who acquire such amount through inheritance or gift); or

(b)when, during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company, cease for any reason to constitute at least a majority thereof, provided, however, that a director who was not a director at the beginning of such period shall be deemed to have satisfied the two-year requirement if such director was elected by, or on the recommendation of or with the approval of, at least three-quarters of the directors who were directors at the beginning of such period (either actually or by prior operation of this Section 4(b)); or

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(c)consummation of (i) a merger, consolidation or other business combination of the Company with any other “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) or affiliate thereof, other than a merger, consolidation or business combination which would result in the outstanding common stock of the Company immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into common stock of the surviving entity or a parent or affiliate thereof) at least fifty percent (50%) of the outstanding common stock of the Company (or such surviving entity or parent or affiliate thereof) that is outstanding immediately after such merger, consolidation or business combination, or (ii) a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; or

(d)when, through a sale, transfer or other disposition, the Company significantly reduces or ceases its operations in the towing and recovery equipment manufacturing and distribution industry, where a significant reduction means a disposition of at least eighty percent (80%) of the identifiable assets used in such industry; or

(e)the occurrence of any other event or circumstance which is not covered by (a) through (d) above which the Board of the Company determines affects control of the Company and adopts a resolution that such event or circumstance constitutes a Change in Control for the purposes of this Agreement.

5.  Disability — The term “Disability” shall mean the Executive’s inability as a result of physical or mental incapacity to substantially perform his duties for the Company on a full-time basis for a period of six (6) months.

6.  Excess Severance Payment — The term “Excess Severance Payment” shall have the same meaning as the term “excess parachute payment” defined in Section 280G(b)(1) of the Code.

7.  Severance Payment — The term “Severance Payment” shall have the same meaning as the term “parachute payment” defined in Section 280G(b)(2) of the Code.

8.  Present Value — The term “Present Value” shall have the same meaning as provided in Section 280G(d)(4) of the Code.

9.  Reasonable Compensation — The term “Reasonable Compensation” shall have the same meaning as provided in Section 280G(b)(4) of the Code.

IV.   BENEFITS UPON TERMINATION FOLLOWING A CHANGE IN CONTROL.

1.  Termination — If a Change in Control occurs during the term of this Agreement and the Executive’s employment is terminated (i) within twenty-four (24) months following the date of the Change in Control, or (ii) within six (6) months prior to the date of the Change in Control and is related to such Change in Control, and in either case (i) or (ii) such termination is a result of Involuntary Termination or Voluntary Termination, as defined below, then the benefits described in Section 2 below shall be paid or provided to the Executive:

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(a) Involuntary Termination — For purposes hereof, “Involuntary Termination” shall mean termination of employment that is involuntary on the part of the Executive and that occurs for reasons other than for Cause, Disability or death.

(b) Voluntary Termination — For purposes hereof, “Voluntary Termination” shall mean termination of employment that is voluntary on the part of the Executive, and, in the judgment of the Executive, is due to (i) a material reduction of the Executive’s authority, duties or responsibilities resulting from a formal change in Executive’s title or status, or from the assignment to the Executive of any authority or duties inconsistent with his authority, duties or responsibilities in effect within the year prior to the Change in Control; (ii) a material reduction in the Executive’s base compensation, or (iii) a Company-required involuntary relocation of Executive’s place of residence.  If the Executive intends to terminate his employment as a Voluntary Termination under this Paragraph, he shall provide written notice to the Company no more than 90 days after the occurrence of the event or circumstance triggering Executive’s right to terminate as a Voluntary Termination, and the Company shall have 30 days to cure such event or circumstance.  A termination shall not be considered voluntary within the meaning of this Agreement if such termination is the result of Cause, Disability or death of the Executive.

2.  Benefits to be Provided — If the Executive becomes eligible for benefits under Section 1 above, the Company shall pay or provide to Executive the compensation and benefits set forth in this Section 2; provided, however, that the compensation and benefits to be paid or provided pursuant to paragraphs (a), (b), (c) and (d) of this Section 2 shall be reduced to the extent that the Executive receives or is entitled to receive upon his termination the compensation and benefits (but only to the extent he actually receives such compensation and benefits) described in paragraphs (a), (b), (c) and (d) of this Section 2 pursuant to the terms of an employment agreement with the Company or as a result of a breach by the Company of the employment agreement.  All compensation payable under (a) through (d) below shall be subject to the terms of Section VI.10. below, which may delay the payment of the compensation for up to 6 months.

    (a) Salary — The Executive will continue to receive his current salary (subject to withholding of all applicable taxes and any amounts referred to in Section 2(c) below) for a period of thirty-six (36) months from his date of termination, payable in normal payroll periods, in the same manner as it was being paid as of the date of termination, and no less frequently than monthly.  For purposes hereof, the Executive’s “current salary” shall be the highest rate in effect during the twelve-month period prior to the Executive’s termination.

    (b) Bonuses and Incentives — The Executive shall be paid bonus payments from the Company in each of the thirty-six (36) months following the month in which his employment is terminated in an amount for each month equal to one-twelfth of the average (“Average Bonus”) of the bonuses paid to him for the three calendar years immediately preceding the year in which such termination occurs.  Any bonus amounts that the Executive had previously earned from the Company but which may not yet have been paid as of the date of termination shall not be affected by this provision.  Executive shall also receive, within 60 days after the date of his termination (subject to delay under Section VI.10. below), a prorated bonus for any uncompleted fiscal year at the date of termination equal to the Average Bonus multiplied by the number of days he worked in such year divided by 365 days.

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(c)Health and Life Insurance Coverage.  The Company shall provide Executive (and any spouse or dependents covered at the time of the Executive’s termination) with medical, dental, life insurance and other health benefits (pursuant to the same Company Plans that are medical, dental, life insurance and other health benefit plans and that are in effect for active employees of the Company), for thirty-six (36) months following the date of Executive’s termination of employment.  The coverages provided for in this paragraph shall be applied against and reduce the period for which COBRA will be provided.

(1)To the extent that such medical, dental or other health benefit plan coverage is provided under a self-insured plan maintained by the Company (within the meaning of Section 105(h) of the Code):

(A)           the charge to Executive for each month of coverage will equal the monthly COBRA charge established by the Company for such coverage in which the Executive or the Executive’s spouse or dependents (as applicable) are enrolled from time to time, based on the coverage generally provided to salaried employees (less the amount of any administrative charge typically assessed by the Company as part of its COBRA charge), and Executive will be required to pay such monthly charge in accordance with the Company’s standard COBRA premium payment requirements; and

(B)           on the date of Executive’s termination of employment (subject to delay under Section VI.10. below), the Company will pay Executive a lump sum in cash equal, in the aggregate, to the monthly COBRA charge established by the Company for the coverage being provided on Executive’s termination date to the Executive and, if applicable, his spouse and dependents for each month of coverage in the 36-month period. For this purpose, the Company’s monthly COBRA charge will be increased by 10% on each January in the projected payment period and such increased amount shall apply to each successive month in the calendar year in which the increase became applicable.

(2)To the extent that such medical, dental or other health benefit plan coverage is provided under a fully-insured medical reimbursement plan (within the meaning of Section 105(h) of the Code), there will be no charge to Executive for such coverage.

(d)Stock Options and Other Equity Awards.  As of Executive’s date of termination, all outstanding stock options, stock appreciation rights, restricted stock units, and other equity awards granted to Executive under the Stock Option and Incentive Plan and any other Company stock plans (the “Stock Option Plans”) shall become 100% vested and immediately exercisable.  To the extent necessary, the provisions of this Section 2(d) shall constitute an amendment of the Executive’s stock option or other equity compensation agreements under the Stock Option Plans.

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(e) Lump Sum Payment under Certain Circumstances.  If Executive’s date of termination occurs on or within two (2) years following an event that constitutes a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A(a)(2)(a)(vi) of the Code, except as delayed as set forth in Section VI.10. below, the salary continuation payments provided for in Section 2(a) above and the monthly bonus payments provided for in Section 2(b) above will be paid in a lump sum no later than thirty (30) days after Executive’s termination of employment.   The amount of such lump sum payment shall be determined by taking the salary payments and bonus payments to be made and discounting them to their Present Value (as defined in Section III.8) on the date Executive’s employment is terminated.  If a lump sum payment is made, the lump sum payment shall not alter the amounts Executive is entitled to receive under the benefit plans described in (c) above.  Benefits under such plans shall be determined as if Executive had remained employed and received such payments without reduction for their Present Value over a period of thirty-six (36) months.

V. TAX EQUALIZATION PAYMENT.

If all or any portion of the compensation or benefits provided to Executive under this Agreement are treated as Excess Severance Payments (whether by action of the Internal Revenue Service or otherwise), the Company shall protect Executive from depletion of the amount of such compensation and benefits by payment of a tax equalization payment in accordance with this subsection.  In connection with any Internal Revenue Service examination, audit or other inquiry, the Company and Executive agree to take actions to provide and to cooperate in providing evidence to the Internal Revenue Service (and, if applicable, the State of the Executive’s residence) that the compensation and benefits provided under this Agreement do not result in the payment of Excess Severance Payments.  The tax equalization payment shall be an amount which when added to the other amounts payable, or to be provided, to Executive under this Agreement will place Executive in the same position as if the excise tax penalty of Code Section 4999 (and any state tax statute), or any successor statute of similar import, did not apply to any of the compensation or benefits provided under this Agreement.  The amount of this tax equalization payment shall be determined by the Company’s independent accountants and shall be paid to Executive, or remitted by the Company to the appropriate tax authorities to the extent subject to withholding on the date any excise tax under Code Section 4999 is due to be paid by Executive (through withholding or otherwise), but subject to any six-month delay that is applicable in accordance with Section VI.10. below.

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VI. MISCELLANEOUS.

1.  Notices — Any notice or other communication required or permitted under this Agreement shall be effective only if it is in writing and shall be deemed to have been duly given when delivered personally or seven days after mailing if mailed first class by registered or certified mail, postage prepaid, addressed as follows:

If to the Company:       Miller Industries, Inc.

P.O. Box 120

8503 Hilltop Drive

Ooltewah, Tennessee 37363

Attention:  Chairman of the Board

If to the Executive:       Jeffrey I. Badgley

1905 Stoney Creek Drive

Chattanooga, Tennessee  37421

or to such other address as any party may designate by notice to the others.

2.  Assignment — This Agreement shall inure to the benefit of and shall be binding upon the parties hereto and their respective executors, administrators, heirs, personal representatives and successors, but, except as hereinafter provided, neither this Agreement nor any right hereunder may be assigned or transferred by either party thereto, or by any beneficiary or any other person, nor be subject to alienation, anticipation, sale, pledge, encumbrance, execution, levy or other legal process of any kind against the Executive, his beneficiary or any other person.  Notwithstanding the foregoing, any person or business entity succeeding to substantially all of the business of the Company by purchase, merger, consolidation, sale of assets or otherwise, shall be bound by and shall adopt and assume this Agreement and the Company shall obtain the assumption of this Agreement by such successor.  If Executive shall die while any amount would still be payable to Executive hereunder (other than amounts which, by their terms, terminate upon the death of Executive) if Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of Executive’s estate.

3.  No Obligation to Fund — The agreement of the Company (or its successor) to make payments to the Executive hereunder shall represent solely the unsecured obligation of the Company (and its successor), except to the extent the Company (or its successors) in its sole discretion elects in whole or in part to fund its obligations under this Agreement pursuant to a trust arrangement or otherwise.

4.  Applicable Law — This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Tennessee.

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5. Claims; Expenses — All claims by Executive for compensation and benefits under this Agreement shall be directed to and determined by the Board and shall be in writing.  Any denial by the Board of a claim for benefits under this Agreement shall be delivered to Executive in writing and shall set forth the specific reasons for the denial and the specific provisions of this Agreement relied upon.  The Board shall afford a reasonable opportunity to Executive for a review of a decision denying a claim and shall further allow Executive to appeal to the Board a decision of the Board within sixty (60) days after notification by the Board that Executive’s claim has been denied.  In the event the Executive incurs legal fees and other expenses in seeking to obtain or to enforce any rights or benefits provided by this Agreement and is successful, in whole or in part, in obtaining or enforcing any such rights or benefits through settlement or otherwise, the Company shall promptly pay Executive’s reasonable legal fees and expenses incurred in enforcing this Agreement.  Except to the extent provided in the preceding sentence, each party shall pay its own legal fees and other expenses associated with any dispute.

6. Conversion To Employment Agreement — The Company reserves the right at any time in its sole discretion to convert all or any part of its obligations under this Agreement and restate them in an employment agreement with the Executive, provided that such employment agreement provides compensation and benefits to the Executive upon the basis and for the reasons stated in this Agreement that are substantially identical to the compensation and benefits provided under this Agreement.

7. Amendment — This Agreement may only be amended by a written instrument signed by the parties hereto, which makes specific reference to this Agreement.

8. Severability — If any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provisions hereof.

9. Other Benefits — Nothing in this Agreement shall limit or replace the compensation or benefits payable to Executive, or otherwise adversely affect Executive’s rights, under any other benefit plan, program or agreement to which Executive is a party.

10.Section 409A.

    (a) Meaning of Termination of Employment.  Solely as necessary to comply with Section 409A, for purposes of Article IV, “termination of employment” or “employment termination” or similar terms shall have the same meaning as “separation from service” under Section 409A(a)(2)(A)(i) of the Code.

    (b) Installment Payments.  For purposes of Section IV.2. with respect to amounts payable in the event of an Involuntary Termination or a Voluntary Termination, each such payment is a separate payment within the meaning of the final regulations under Section 409A.  Each such payment that is made within 2-1/2 months following the end of the year that contains the date of Executive’s termination of employment is intended to be exempt from Section 409A as a short-term deferral within the meaning of the final regulations under Section 409A, each such payment that is made later than 2-1/2 months following the end of the year that contains the date of Executive’s termination of employment is intended to be exempt under the two-times separation pay exception of Treasury Reg. § 1.409A-1(b)(9)(iii) up to the limitation on the availability of such exception specified in such regulation, and each such payment that is made after the two-times separation pay exception ceases to be available shall be subject to delay in accordance with (c) below.

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(c) Six Month Delay.  This Agreement will be construed and administered to preserve the exemption from Section 409A of payments that qualify as a short-term deferral or that qualify for the two-times separation pay exception.  With respect to other amounts that are subject to Section 409A, it is intended, and this Agreement will be so construed, that any such amounts payable under this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with the provisions of Section 409A and the treasury regulations relating thereto so as not to subject Executive to the payment of interest and additional tax that may be imposed under Section 409A.  As a result, in the event Executive is a “specified employee” on the date of Executive’s termination of employment (with such status determined by the Company in accordance with rules established by the Company in writing in advance of the “specified employee identification date” that relates to the date of Executive’s termination of employment, or in the absence of such rules established by the Company, under the default rules for identifying specified employees under Section 409A), any payment that is subject to Section 409A, that is payable to Executive in connection with Executive’s termination of employment, shall not be paid earlier than six months after such termination of employment (if Executive dies after the date of Executive’s termination of employment but before any payment has been made, such remaining payments that were or could have been delayed will be paid to Executive’s estate without regard to such six-month delay).

(d) Expense Reimbursements.  To the extent that any expense reimbursement provided for by this Agreement does not qualify for exclusion from Federal income taxation, the Company will make the reimbursement only if Executive incurs the corresponding expense during the term of this Agreement or the period of two years thereafter and submits the request for reimbursement no later than two months prior to the last day of the calendar year following the calendar year in which the expense was incurred so that the Company can make the reimbursement on or before the last day of the calendar year following the calendar year in which the expense was incurred; the amount of expenses eligible for such reimbursement during a calendar year will not affect the amount of expenses eligible for such reimbursement in another calendar year, and the right to such reimbursement is not subject to liquidation or exchange for another benefit from the Company.

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officers and the Executive has hereunder set his hand, as of the date first above written.

MILLER INDUSTRIES, INC.
By:	/s/ J. Vincent Mish
	J. Vincent Mish
	Chief Financial Officer
EXECUTIVE
/s/ Jeffrey I. Badgley
Jeffrey I. Badgley

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EX-10.6

Exhibit 10.6

AGREEMENT

THIS AGREEMENT (the “Agreement”) is made and entered into effective this 30thday of December, 2008 (the “Effective Date”), by and between MILLER INDUSTRIES, INC., a Tennessee corporation (the “Company”), and Frank Madonia (the “Executive”).

W I T N E S S E T H:

WHEREAS, the Company wishes to assure both itself and its key employees of continuity of management and objective judgment in the event of any Change in Control (as defined below) of the Company, and to induce its key employees to remain employed by the Company, and the Executive is a key employee of the Company and an integral part of its management;

WHEREAS, this Agreement is not intended to alter materially the compensation and benefits that the Executive reasonably could expect to receive in the absence of a Change in Control of the Company, and this Agreement accordingly will be operative only upon circumstances relating to a Change in Control of the Company, as set forth herein;

WHEREAS, Executive and the Company entered into an agreement (the “Original Agreement”) as of September, 1998, to be operative upon a Change in Control; and

WHEREAS, this Agreement amends and restates the Original Agreement as of the Effective Date in order, inter alia, to evidence formal compliance with Section 409A of the Internal Revenue Code of 1986, as amended, and the guidance thereunder (such Section, referenced herein as “Section 409A”; and such code, referenced herein as the “Code”).

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants herein contained, the parties hereby agree as follows:

I. OPERATION OF AGREEMENT.

This Agreement supersedes the Original Agreement and is effective immediately upon its execution by the parties hereto, but anything in this Agreement to the contrary notwithstanding, neither this Agreement nor any provision hereof shall be operative unless, during the term of this Agreement, there has been a Change in Control of the Company, as defined in Article III below.  Immediately upon such an occurrence, all of the provisions hereof shall become operative.

II.TERM OF AGREEMENT.

The term of this Agreement shall be for a rolling, three (3) year term commencing on the date hereof, and shall be deemed automatically (without further action by either the Company or the Executive) to extend each day for an additional day such that the remaining term of the Agreement shall continue to be three (3) years; provided, however, that on Executive’s 62nd birthday this Agreement shall cease to extend automatically and, on such date, the remaining “Term” of this Agreement shall be three (3) years; provided further, that the Company may, by notice to the Executive, cause this Agreement to cease to extend automatically and, upon such notice, the “Term” of this Agreement shall be three (3) years following such notice.

III.DEFINITIONS.

1.             Base Amount — The term “Base Amount” shall have the same meaning as ascribed to it under Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the “Code”).

2.             Board or Board of Directors — The Board of Directors of Miller Industries, Inc., or its successor.

3.             Cause — The Term “Cause” as used herein shall mean: (i) Executive’s material fraud, malfeasance, gross negligence, or willful misconduct with respect to business affairs of the Company which is directly or materially harmful to the business or reputation of the Company or any subsidiary of the Company, or (ii) Executive’s conviction of or failure to contest prosecution for a felony or a crime involving moral turpitude.  A termination of Executive for “Cause” based on clause (i) of the preceding sentence shall take effect thirty (30) days after the Company gives written notice of such termination to Executive specifying the conduct deemed to qualify as Cause, unless Executive shall, during such 30-day period, remedy the events or circumstances constituting cause to the reasonable satisfaction of the Company.  A termination for Cause based on clause (ii) above shall take effect immediately upon giving of the termination notice.

4.             Change in Control — The term “Change in Control” as used herein shall mean:

(a) the acquisition, directly or indirectly, by any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) of securities of the Company representing an aggregate of forty percent (40%) or more of the combined voting power of the Company’s then outstanding securities (excluding the acquisition by persons who own such amount of securities on the date hereof, or acquisitions by persons who acquire such amount through inheritance or gift); or

(b) when, during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company, cease for any reason to constitute at least a majority thereof, provided, however, that a director who was not a director at the beginning of such period shall be deemed to have satisfied the two-year requirement if such director was elected by, or on the recommendation of or with the approval of, at least three-quarters of the directors who were directors at the beginning of such period (either actually or by prior operation of this Section 4(b)); or

(c) consummation of (i) a merger, consolidation or other business combination of the Company with any other “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) or affiliate thereof, other than a merger, consolidation or business combination which would result in the outstanding common stock of the Company immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into common stock of the surviving entity or a parent or affiliate thereof) at least fifty percent (50%) of the outstanding common stock of the Company (or such surviving entity or parent or affiliate thereof) that is outstanding immediately after such merger, consolidation or business combination, or (ii) a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; or

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(d) when, through a sale, transfer or other disposition, the Company significantly reduces or ceases its operations in the towing and recovery equipment manufacturing and distribution industry, where a significant reduction means a disposition of at least eighty percent (80%) of the identifiable assets used in such industry; or

(e) the occurrence of any other event or circumstance which is not covered by (a) through (d) above which the Board of the Company determines affects control of the Company and adopts a resolution that such event or circumstance constitutes a Change in Control for the purposes of this Agreement.

5.             Disability — The term “Disability” shall mean the Executive’s inability as a result of physical or mental incapacity to substantially perform his duties for the Company on a full-time basis for a period of six (6) months.

6.             Excess Severance Payment — The term “Excess Severance Payment” shall have the same meaning as the term “excess parachute payment” defined in Section 280G(b)(1) of the Code.

7.             Severance Payment — The term “Severance Payment” shall have the same meaning as the term “parachute payment” defined in Section 280G(b)(2) of the Code.

8.             Present Value — The term “Present Value” shall have the same meaning as provided in Section 280G(d)(4) of the Code.

9.             Reasonable Compensation — The term “Reasonable Compensation” shall have the same meaning as provided in Section 280G(b)(4) of the Code.

IV. BENEFITS UPON TERMINATION FOLLOWING A CHANGE IN CONTROL.

1.             Termination — If a Change in Control occurs during the term of this Agreement and the Executive’s employment is terminated (i) within twenty-four (24) months following the date of the Change in Control, or (ii) within six (6) months prior to the date of the Change in Control and is related to such Change in Control, and in either case (i) or (ii) such termination is a result of Involuntary Termination or Voluntary Termination, as defined below, then the benefits described in Section 2 below shall be paid or provided to the Executive:

(a) Involuntary Termination — For purposes hereof, “Involuntary Termination” shall mean termination of employment that is involuntary on the part of the Executive and that occurs for reasons other than for Cause, Disability or death.

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(b) Voluntary Termination — For purposes hereof, “Voluntary Termination” shall mean termination of employment that is voluntary on the part of the Executive, and, in the judgment of the Executive, is due to (i) a material reduction of the Executive’s authority, duties or responsibilities resulting from a formal change in Executive’s title or status, or from the assignment to the Executive of any authority or duties inconsistent with his authority, duties or responsibilities in effect within the year prior to the Change in Control; (ii) a material reduction in the Executive’s base compensation, or (iii) a Company-required involuntary relocation of Executive’s place of residence.  If the Executive intends to terminate his employment as a Voluntary Termination under this Paragraph, he shall provide written notice to the Company no more than 90 days after the occurrence of the event or circumstance triggering Executive’s right to terminate as a Voluntary Termination, and the Company shall have 30 days to cure such event or circumstance.  A termination shall not be considered voluntary within the meaning of this Agreement if such termination is the result of Cause, Disability or death of the Executive.

2. Benefits to be Provided — If the Executive becomes eligible for benefits under Section 1 above, the Company shall pay or provide to Executive the compensation and benefits set forth in this Section 2; provided, however, that the compensation and benefits to be paid or provided pursuant to paragraphs (a), (b), (c) and (d) of this Section 2 shall be reduced to the extent that the Executive receives or is entitled to receive upon his termination the compensation and benefits (but only to the extent he actually receives such compensation and benefits) described in paragraphs (a), (b), (c) and (d) of this Section 2 pursuant to the terms of an employment agreement with the Company or as a result of a breach by the Company of the employment agreement.  All compensation payable under (a) through (d) below shall be subject to the terms of Section VI.10. below, which may delay the payment of the compensation for up to 6 months.

(a) Salary — The Executive will continue to receive his current salary (subject to withholding of all applicable taxes and any amounts referred to in Section 2(c) below) for a period of thirty-six (36) months from his date of termination, payable in normal payroll periods, in the same manner as it was being paid as of the date of termination, and no less frequently than monthly.  For purposes hereof, the Executive’s “current salary” shall be the highest rate in effect during the twelve-month period prior to the Executive’s termination.

(b) Bonuses and Incentives — The Executive shall be paid bonus payments from the Company in each of the thirty-six (36) months following the month in which his employment is terminated in an amount for each month equal to one-twelfth of the average (“Average Bonus”) of the bonuses paid to him for the three calendar years immediately preceding the year in which such termination occurs.  Any bonus amounts that the Executive had previously earned from the Company but which may not yet have been paid as of the date of termination shall not be affected by this provision.  Executive shall also receive, within 60 days after the date of his termination (subject to delay under Section VI.10. below), a prorated bonus for any uncompleted fiscal year at the date of termination equal to the Average Bonus multiplied by the number of days he worked in such year divided by 365 days.

(c) Health and Life Insurance Coverage.  The Company shall provide Executive (and any spouse or dependents covered at the time of the Executive’s termination) with medical, dental, life insurance and other health benefits (pursuant to the same Company Plans that are medical, dental, life insurance and other health benefit plans and that are in effect for active employees of the Company), for thirty-six (36) months following the date of Executive’s termination of employment.  The coverages provided for in this paragraph shall be applied against and reduce the period for which COBRA will be provided.

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(1)To the extent that such medical, dental or other health benefit plan coverage is provided under a self-insured plan maintained by the Company (within the meaning of Section 105(h) of the Code):

(A)           the charge to Executive for each month of coverage will equal the monthly COBRA charge established by the Company for such coverage in which the Executive or the Executive’s spouse or dependents (as applicable) are enrolled from time to time, based on the coverage generally provided to salaried employees (less the amount of any administrative charge typically assessed by the Company as part of its COBRA charge), and Executive will be required to pay such monthly charge in accordance with the Company’s standard COBRA premium payment requirements; and

(B)           on the date of Executive’s termination of employment (subject to delay under Section VI.10. below), the Company will pay Executive a lump sum in cash equal, in the aggregate, to the monthly COBRA charge established by the Company for the coverage being provided on Executive’s termination date to the Executive and, if applicable, his spouse and dependents for each month of coverage in the 36-month period. For this purpose, the Company’s monthly COBRA charge will be increased by 10% on each January in the projected payment period and such increased amount shall apply to each successive month in the calendar year in which the increase became applicable.

(2)To the extent that such medical, dental or other health benefit plan coverage is provided under a fully-insured medical reimbursement plan (within the meaning of Section 105(h) of the Code), there will be no charge to Executive for such coverage.

(d) Stock Options and Other Equity Awards.  As of Executive’s date of termination, all outstanding stock options, stock appreciation rights, restricted stock units, and other equity awards granted to Executive under the Stock Option and Incentive Plan and any other Company stock plans (the “Stock Option Plans”) shall become 100% vested and immediately exercisable.  To the extent necessary, the provisions of this Section 2(d) shall constitute an amendment of the Executive’s stock option or other equity compensation agreements under the Stock Option Plans.

(e) Lump Sum Payment under Certain Circumstances.  If Executive’s date of termination occurs on or within two (2) years following an event that constitutes a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A(a)(2)(a)(vi) of the Code, except as delayed as set forth in Section VI.10. below, the salary continuation payments provided for in Section 2(a) above and the monthly bonus payments provided for in Section 2(b) above will be paid in a lump sum no later than thirty (30) days after Executive’s termination of employment.   The amount of such lump sum payment shall be determined by taking the salary payments and bonus payments to be made and discounting them to their Present Value (as defined in Section III.8) on the date Executive’s employment is terminated.  If a lump sum payment is made, the lump sum payment shall not alter the amounts Executive is entitled to receive under the benefit plans described in (c) above.  Benefits under such plans shall be determined as if Executive had remained employed and received such payments without reduction for their Present Value over a period of thirty-six (36) months.

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V. TAX EQUALIZATION PAYMENT.

If all or any portion of the compensation or benefits provided to Executive under this Agreement are treated as Excess Severance Payments (whether by action of the Internal Revenue Service or otherwise), the Company shall protect Executive from depletion of the amount of such compensation and benefits by payment of a tax equalization payment in accordance with this subsection.  In connection with any Internal Revenue Service examination, audit or other inquiry, the Company and Executive agree to take actions to provide and to cooperate in providing evidence to the Internal Revenue Service (and, if applicable, the State of the Executive’s residence) that the compensation and benefits provided under this Agreement do not result in the payment of Excess Severance Payments.  The tax equalization payment shall be an amount which when added to the other amounts payable, or to be provided, to Executive under this Agreement will place Executive in the same position as if the excise tax penalty of Code Section 4999 (and any state tax statute), or any successor statute of similar import, did not apply to any of the compensation or benefits provided under this Agreement.  The amount of this tax equalization payment shall be determined by the Company’s independent accountants and shall be paid to Executive, or remitted by the Company to the appropriate tax authorities to the extent subject to withholding on the date any excise tax under Code Section 4999 is due to be paid by Executive (through withholding or otherwise), but subject to any six-month delay that is applicable in accordance with Section VI.10. below.

VI. MISCELLANEOUS.

1. Notices — Any notice or other communication required or permitted under this Agreement shall be effective only if it is in writing and shall be deemed to have been duly given when delivered personally or seven days after mailing if mailed first class by registered or certified mail, postage prepaid, addressed as follows:

If to the Company:       Miller Industries, Inc.

P.O. Box 120

8503 Hilltop Drive

Ooltewah, Tennessee 37363

Attention:  President

If to the Executive:       Frank Madonia

932 St. Lyonns Courts

Marietta, Georgia  30068

or to such other address as any party may designate by notice to the others.

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2. Assignment — This Agreement shall inure to the benefit of and shall be binding upon the parties hereto and their respective executors, administrators, heirs, personal representatives and successors, but, except as hereinafter provided, neither this Agreement nor any right hereunder may be assigned or transferred by either party thereto, or by any beneficiary or any other person, nor be subject to alienation, anticipation, sale, pledge, encumbrance, execution, levy or other legal process of any kind against the Executive, his beneficiary or any other person.  Notwithstanding the foregoing, any person or business entity succeeding to substantially all of the business of the Company by purchase, merger, consolidation, sale of assets or otherwise, shall be bound by and shall adopt and assume this Agreement and the Company shall obtain the assumption of this Agreement by such successor.  If Executive shall die while any amount would still be payable to Executive hereunder (other than amounts which, by their terms, terminate upon the death of Executive) if Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of Executive’s estate.

3. No Obligation to Fund — The agreement of the Company (or its successor) to make payments to the Executive hereunder shall represent solely the unsecured obligation of the Company (and its successor), except to the extent the Company (or its successors) in its sole discretion elects in whole or in part to fund its obligations under this Agreement pursuant to a trust arrangement or otherwise.

4. Applicable Law — This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Tennessee.

5. Claims; Expenses — All claims by Executive for compensation and benefits under this Agreement shall be directed to and determined by the Board and shall be in writing.  Any denial by the Board of a claim for benefits under this Agreement shall be delivered to Executive in writing and shall set forth the specific reasons for the denial and the specific provisions of this Agreement relied upon.  The Board shall afford a reasonable opportunity to Executive for a review of a decision denying a claim and shall further allow Executive to appeal to the Board a decision of the Board within sixty (60) days after notification by the Board that Executive’s claim has been denied.  In the event the Executive incurs legal fees and other expenses in seeking to obtain or to enforce any rights or benefits provided by this Agreement and is successful, in whole or in part, in obtaining or enforcing any such rights or benefits through settlement or otherwise, the Company shall promptly pay Executive’s reasonable legal fees and expenses incurred in enforcing this Agreement.  Except to the extent provided in the preceding sentence, each party shall pay its own legal fees and other expenses associated with any dispute.

6. Conversion To Employment Agreement — The Company reserves the right at any time in its sole discretion to convert all or any part of its obligations under this Agreement and restate them in an employment agreement with the Executive, provided that such employment agreement provides compensation and benefits to the Executive upon the basis and for the reasons stated in this Agreement that are substantially identical to the compensation and benefits provided under this Agreement.

7. Amendment — This Agreement may only be amended by a written instrument signed by the parties hereto, which makes specific reference to this Agreement.

8. Severability — If any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provisions hereof.

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9. Other Benefits — Nothing in this Agreement shall limit or replace the compensation or benefits payable to Executive, or otherwise adversely affect Executive’s rights, under any other benefit plan, program or agreement to which Executive is a party.

10. Section 409A.

(a) Meaning of Termination of Employment.  Solely as necessary to comply with Section 409A, for purposes of Article IV, “termination of employment” or “employment termination” or similar terms shall have the same meaning as “separation from service” under Section 409A(a)(2)(A)(i) of the Code.

(b) Installment Payments.  For purposes of Section IV.2. with respect to amounts payable in the event of an Involuntary Termination or a Voluntary Termination, each such payment is a separate payment within the meaning of the final regulations under Section 409A.  Each such payment that is made within 2-1/2 months following the end of the year that contains the date of Executive’s termination of employment is intended to be exempt from Section 409A as a short-term deferral within the meaning of the final regulations under Section 409A, each such payment that is made later than 2-1/2 months following the end of the year that contains the date of Executive’s termination of employment is intended to be exempt under the two-times separation pay exception of Treasury Reg. § 1.409A-1(b)(9)(iii) up to the limitation on the availability of such exception specified in such regulation, and each such payment that is made after the two-times separation pay exception ceases to be available shall be subject to delay in accordance with (c) below.

(c) Six Month Delay.  This Agreement will be construed and administered to preserve the exemption from Section 409A of payments that qualify as a short-term deferral or that qualify for the two-times separation pay exception.  With respect to other amounts that are subject to Section 409A, it is intended, and this Agreement will be so construed, that any such amounts payable under this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with the provisions of Section 409A and the treasury regulations relating thereto so as not to subject Executive to the payment of interest and additional tax that may be imposed under Section 409A.  As a result, in the event Executive is a “specified employee” on the date of Executive’s termination of employment (with such status determined by the Company in accordance with rules established by the Company in writing in advance of the “specified employee identification date” that relates to the date of Executive’s termination of employment, or in the absence of such rules established by the Company, under the default rules for identifying specified employees under Section 409A), any payment that is subject to Section 409A, that is payable to Executive in connection with Executive’s termination of employment, shall not be paid earlier than six months after such termination of employment (if Executive dies after the date of Executive’s termination of employment but before any payment has been made, such remaining payments that were or could have been delayed will be paid to Executive’s estate without regard to such six-month delay).

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(d) Expense Reimbursements.  To the extent that any expense reimbursement provided for by this Agreement does not qualify for exclusion from Federal income taxation, the Company will make the reimbursement only if Executive incurs the corresponding expense during the term of this Agreement or the period of two years thereafter and submits the request for reimbursement no later than two months prior to the last day of the calendar year following the calendar year in which the expense was incurred so that the Company can make the reimbursement on or before the last day of the calendar year following the calendar year in which the expense was incurred; the amount of expenses eligible for such reimbursement during a calendar year will not affect the amount of expenses eligible for such reimbursement in another calendar year, and the right to such reimbursement is not subject to liquidation or exchange for another benefit from the Company.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officers and the Executive has hereunder set his hand, as of the date first above written.

MILLER INDUSTRIES, INC.
By:	/s/ Jeffrey I. Badgley
	Jeffrey I. Badgley
	President and Co-Chief Executive Officer
EXECUTIVE
/s/ Frank Madonia
Frank Madonia

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EX-10.7

Exhibit 10.7

AGREEMENT

THIS AGREEMENT (the “Agreement”) is made and entered into effective this 30th day of December, 2008 (the “Effective Date”), by and between MILLER INDUSTRIES, INC., a Tennessee corporation (the “Company”), and J. Vincent Mish (the “Executive”).

W I T N E S S E T H:

WHEREAS, the Company wishes to assure both itself and its key employees of continuity of management and objective judgment in the event of any Change in Control (as defined below) of the Company, and to induce its key employees to remain employed by the Company, and the Executive is a key employee of the Company and an integral part of its management;

WHEREAS, this Agreement is not intended to alter materially the compensation and benefits that the Executive reasonably could expect to receive in the absence of a Change in Control of the Company, and this Agreement accordingly will be operative only upon circumstances relating to a Change in Control of the Company, as set forth herein;

WHEREAS, Executive and the Company entered into an agreement (the “Original Agreement”) during 2002, to be operative upon a Change in Control; and

WHEREAS, this Agreement amends and restates the Original Agreement as of the Effective Date in order, inter alia, to evidence formal compliance with Section 409A of the Internal Revenue Code of 1986, as amended, and the guidance thereunder (such Section, referenced herein as “Section 409A”; and such code, referenced herein as the “Code”).

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants herein contained, the parties hereby agree as follows:

I.OPERATION OF AGREEMENT.

This Agreement supersedes the Original Agreement and is effective immediately upon its execution by the parties hereto, but anything in this Agreement to the contrary notwithstanding, neither this Agreement nor any provision hereof shall be operative unless, during the term of this Agreement, there has been a Change in Control of the Company, as defined in Article III below.  Immediately upon such an occurrence, all of the provisions hereof shall become operative.

II.TERM OF AGREEMENT.

The term of this Agreement shall commence on the date hereof and shall end on the third annual shareholders’ meeting at which directors are to be elected following the Effective Date (the “Term”), provided, however, beginning with the first annual shareholders’ meeting at which directors are to be elected following the Effective Date and each such annual shareholders’ meeting thereafter, Executive’s employment and the Term of this Agreement shall be extended automatically (without further action by either the Company or the Executive) for an additional period such that the Term of this Agreement will end on the 3rd anniversary of such shareholders’ meeting, unless no later than 10 days following the date of such shareholders’ meeting, the Company provides the Executive with written notice that the Term of this Agreement is not being extended.  Notwithstanding the above, the Term of this Agreement shall end on the Executive’s 65th birthday.

III.DEFINITIONS.

1.  Base Amount — The term “Base Amount” shall have the same meaning as ascribed to it under Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the “Code”).

2.  Board or Board of Directors — The Board of Directors of Miller Industries, Inc., or its successor.

3.  Cause — The Term “Cause” as used herein shall mean: (i) Executive’s material fraud, malfeasance, gross negligence, or willful misconduct with respect to business affairs of the Company which is directly or materially harmful to the business or reputation of the Company or any subsidiary of the Company, or (ii) Executive’s conviction of or failure to contest prosecution for a felony or a crime involving moral turpitude.  A termination of Executive for “Cause” based on clause (i) of the preceding sentence shall take effect thirty (30) days after the Company gives written notice of such termination to Executive specifying the conduct deemed to qualify as Cause, unless Executive shall, during such 30-day period, remedy the events or circumstances constituting cause to the reasonable satisfaction of the Company.  A termination for Cause based on clause (ii) above shall take effect immediately upon giving of the termination notice.

4.  Change in Control — The term “Change in Control” as used herein shall mean:

(a)the acquisition, directly or indirectly, by any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) of securities of the Company representing an aggregate of forty percent (40%) or more of the combined voting power of the Company’s then outstanding securities (excluding the acquisition by persons who own such amount of securities on the date hereof, or acquisitions by persons who acquire such amount through inheritance or gift); or

(b)when, during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company, cease for any reason to constitute at least a majority thereof, provided, however, that a director who was not a director at the beginning of such period shall be deemed to have satisfied the two-year requirement if such director was elected by, or on the recommendation of or with the approval of, at least three-quarters of the directors who were directors at the beginning of such period (either actually or by prior operation of this Section 4(b)); or

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(c)consummation of (i) a merger, consolidation or other business combination of the Company with any other “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) or affiliate thereof, other than a merger, consolidation or business combination which would result in the outstanding common stock of the Company immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into common stock of the surviving entity or a parent or affiliate thereof) at least fifty percent (50%) of the outstanding common stock of the Company (or such surviving entity or parent or affiliate thereof) that is outstanding immediately after such merger, consolidation or business combination, or (ii) a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; or

(d)the occurrence of any other event or circumstance which is not covered by (a) through (c) above which the Board of the Company determines affects control of the Company and adopts a resolution that such event or circumstance constitutes a Change in Control for the purposes of this Agreement.

5.  Disability — The term “Disability” shall mean the Executive’s inability as a result of physical or mental incapacity to substantially perform his duties for the Company on a full-time basis for a period of six (6) months.

6.  Excess Severance Payment — The term “Excess Severance Payment” shall have the same meaning as the term “excess parachute payment” defined in Section 280G(b)(1) of the Code.

7.  Severance Payment — The term “Severance Payment” shall have the same meaning as the term “parachute payment” defined in Section 280G(b)(2) of the Code.

8.  Present Value — The term “Present Value” shall have the same meaning as provided in Section 280G(d)(4) of the Code.

9.  Reasonable Compensation — The term “Reasonable Compensation” shall have the same meaning as provided in Section 280G(b)(4) of the Code.

IV.BENEFITS UPON TERMINATION FOLLOWING A CHANGE IN CONTROL.

1.  Termination — If a Change in Control occurs during the term of this Agreement and the Executive’s employment is terminated (i) within twenty-four (24) months following the date of the Change in Control, or (ii) within six (6) months prior to the date of the Change in Control and is related to such Change in Control, and in either case (i) or (ii) such termination is a result of Involuntary Termination or Voluntary Termination, as defined below, then the benefits described in Section 2 below shall be paid or provided to the Executive:

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(a)Involuntary Termination — For purposes hereof, “Involuntary Termination” shall mean termination of employment that is involuntary on the part of the Executive and that occurs for reasons other than for Cause, Disability or death.

(b)Voluntary Termination — For purposes hereof, “Voluntary Termination” shall mean termination of employment that is voluntary on the part of the Executive, and, in the judgment of the Executive, is due to (i) a material reduction of the Executive’s authority, duties or responsibilities resulting from a formal change in Executive’s title or status, or from the assignment to the Executive of any authority or duties inconsistent with his authority, duties or responsibilities in effect within the year prior to the Change in Control; (ii) a material reduction in the Executive’s base compensation, or (iii) a Company-required involuntary relocation of Executive’s place of residence.  If the Executive intends to terminate his employment as a Voluntary Termination under this Paragraph, he shall provide written notice to the Company no more than 90 days after the occurrence of the event or circumstance triggering Executive’s right to terminate as a Voluntary Termination, and the Company shall have 30 days to cure such event or circumstance.  A termination shall not be considered voluntary within the meaning of this Agreement if such termination is the result of Cause, Disability or death of the Executive.

2.  Benefits to be Provided — If the Executive becomes eligible for benefits under Section 1 above, the Company shall pay or provide to Executive the compensation and benefits set forth in this Section 2; provided, however, that the compensation and benefits to be paid or provided pursuant to paragraphs (a), (b), (c) and (d) of this Section 2 shall be reduced to the extent that the Executive receives or is entitled to receive upon his termination the compensation and benefits (but only to the extent he actually receives such compensation and benefits) described in paragraphs (a), (b), (c) and (d) of this Section 2 pursuant to the terms of an employment agreement with the Company or as a result of a breach by the Company of the employment agreement.  All compensation payable under (a) through (d) below shall be subject to the terms of Section VI.10. below, which may delay the payment of the compensation for up to 6 months.

(a)Salary — The Executive will continue to receive his current salary (subject to withholding of all applicable taxes and any amounts referred to in Section 2(c) below) for a period of thirty-six (36) months from his date of termination, payable in normal payroll periods, in the same manner as it was being paid as of the date of termination, and no less frequently than monthly.  For purposes hereof, the Executive’s “current salary” shall be the highest rate in effect during the twelve-month period prior to the Executive’s termination.

(b)Bonuses and Incentives — The Executive shall be paid bonus payments from the Company in each of the thirty-six (36) months following the month in which his employment is terminated in an amount for each month equal to one-twelfth of the average (“Average Bonus”) of the bonuses paid to him for the three calendar years immediately preceding the year in which such termination occurs.  Any bonus amounts that the Executive had previously earned from the Company but which may not yet have been paid as of the date of termination shall not be affected by this provision.  Executive shall also receive, within 60 days after the date of his termination (subject to delay under Section VI.10. below), a prorated bonus for any uncompleted fiscal year at the date of termination equal to the Average Bonus multiplied by the number of days he worked in such year divided by 365 days.

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(c)Health and Life Insurance Coverage.  The Company shall provide Executive (and any spouse or dependents covered at the time of the Executive’s termination) with medical, dental, life insurance and other health benefits (pursuant to the same Company Plans that are medical, dental, life insurance and other health benefit plans and that are in effect for active employees of the Company), for thirty-six (36) months following the date of Executive’s termination of employment.  The coverages provided for in this paragraph shall be applied against and reduce the period for which COBRA will be provided.

(1)To the extent that such medical, dental or other health benefit plan coverage is provided under a self-insured plan maintained by the Company (within the meaning of Section 105(h) of the Code):

(A)           the charge to Executive for each month of coverage will equal the monthly COBRA charge established by the Company for such coverage in which the Executive or the Executive’s spouse or dependents (as applicable) are enrolled from time to time, based on the coverage generally provided to salaried employees (less the amount of any administrative charge typically assessed by the Company as part of its COBRA charge), and Executive will be required to pay such monthly charge in accordance with the Company’s standard COBRA premium payment requirements; and

(B)           on the date of Executive’s termination of employment (subject to delay under Section VI.10. below), the Company will pay Executive a lump sum in cash equal, in the aggregate, to the monthly COBRA charge established by the Company for the coverage being provided on Executive’s termination date to the Executive and, if applicable, his spouse and dependents for each month of coverage in the 36-month period. For this purpose, the Company’s monthly COBRA charge will be increased by 10% on each January in the projected payment period and such increased amount shall apply to each successive month in the calendar year in which the increase became applicable.

(2)To the extent that such medical, dental or other health benefit plan coverage is provided under a fully-insured medical reimbursement plan (within the meaning of Section 105(h) of the Code), there will be no charge to Executive for such coverage.

(d)Stock Options and Other Equity Awards.  As of Executive’s date of termination, all outstanding stock options, stock appreciation rights, restricted stock units, and other equity awards granted to Executive under the Stock Option and Incentive Plan and any other Company stock plans (the “Stock Option Plans”) shall become 100% vested and immediately exercisable.  To the extent necessary, the provisions of this Section 2(d) shall constitute an amendment of the Executive’s stock option or other equity compensation agreements under the Stock Option Plans.

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(e)Lump Sum Payment under Certain Circumstances.  If Executive’s date of termination occurs on or within two (2) years following an event that constitutes a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A(a)(2)(a)(vi) of the Code, except as delayed as set forth in Section VI.10. below, the salary continuation payments provided for in Section 2(a) above and the monthly bonus payments provided for in Section 2(b) above will be paid in a lump sum no later than thirty (30) days after Executive’s termination of employment.   The amount of such lump sum payment shall be determined by taking the salary payments and bonus payments to be made and discounting them to their Present Value (as defined in Section III.8) on the date Executive’s employment is terminated.  If a lump sum payment is made, the lump sum payment shall not alter the amounts Executive is entitled to receive under the benefit plans described in (c) above.  Benefits under such plans shall be determined as if Executive had remained employed and received such payments without reduction for their Present Value over a period of thirty-six (36) months.

V.TAX EQUALIZATION PAYMENT.

If all or any portion of the compensation or benefits provided to Executive under this Agreement are treated as Excess Severance Payments (whether by action of the Internal Revenue Service or otherwise), the Company shall protect Executive from depletion of the amount of such compensation and benefits by payment of a tax equalization payment in accordance with this subsection.  In connection with any Internal Revenue Service examination, audit or other inquiry, the Company and Executive agree to take actions to provide and to cooperate in providing evidence to the Internal Revenue Service (and, if applicable, the State of the Executive’s residence) that the compensation and benefits provided under this Agreement do not result in the payment of Excess Severance Payments.  The tax equalization payment shall be an amount which when added to the other amounts payable, or to be provided, to Executive under this Agreement will place Executive in the same position as if the excise tax penalty of Code Section 4999 (and any state tax statute), or any successor statute of similar import, did not apply to any of the compensation or benefits provided under this Agreement.  The amount of this tax equalization payment shall be determined by the Company’s independent accountants and shall be paid to Executive, or remitted by the Company to the appropriate tax authorities to the extent subject to withholding on the date any excise tax under Code Section 4999 is due to be paid by Executive (through withholding or otherwise), but subject to any six-month delay that is applicable in accordance with Section VI.10. below.

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VI.MISCELLANEOUS.

1.  Notices — Any notice or other communication required or permitted under this Agreement shall be effective only if it is in writing and shall be deemed to have been duly given when delivered personally or seven days after mailing if mailed first class by registered or certified mail, postage prepaid, addressed as follows:

If to the Company:       Miller Industries, Inc.

P.O. Box 120

8503 Hilltop Drive

Ooltewah, Tennessee 37363

Attention:  Co-Chief Executive Officer

If to the Executive:       J. Vincent Mish

407 Gentlemen’s Ridge

Signal Mountain, Tennessee  37377

or to such other address as any party may designate by notice to the others.

2.  Assignment — This Agreement shall inure to the benefit of and shall be binding upon the parties hereto and their respective executors, administrators, heirs, personal representatives and successors, but, except as hereinafter provided, neither this Agreement nor any right hereunder may be assigned or transferred by either party thereto, or by any beneficiary or any other person, nor be subject to alienation, anticipation, sale, pledge, encumbrance, execution, levy or other legal process of any kind against the Executive, his beneficiary or any other person.  Notwithstanding the foregoing, any person or business entity succeeding to substantially all of the business of the Company by purchase, merger, consolidation, sale of assets or otherwise, shall be bound by and shall adopt and assume this Agreement and the Company shall obtain the assumption of this Agreement by such successor.  If Executive shall die while any amount would still be payable to Executive hereunder (other than amounts which, by their terms, terminate upon the death of Executive) if Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of Executive’s estate.

3.  No Obligation to Fund — The agreement of the Company (or its successor) to make payments to the Executive hereunder shall represent solely the unsecured obligation of the Company (and its successor), except to the extent the Company (or its successors) in its sole discretion elects in whole or in part to fund its obligations under this Agreement pursuant to a trust arrangement or otherwise.

4.  Applicable Law — This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Tennessee.

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5.  Claims; Expenses — All claims by Executive for compensation and benefits under this Agreement shall be directed to and determined by the Board and shall be in writing.  Any denial by the Board of a claim for benefits under this Agreement shall be delivered to Executive in writing and shall set forth the specific reasons for the denial and the specific provisions of this Agreement relied upon.  The Board shall afford a reasonable opportunity to Executive for a review of a decision denying a claim and shall further allow Executive to appeal to the Board a decision of the Board within sixty (60) days after notification by the Board that Executive’s claim has been denied.  In the event the Executive incurs legal fees and other expenses in seeking to obtain or to enforce any rights or benefits provided by this Agreement and is successful, in whole or in part, in obtaining or enforcing any such rights or benefits through settlement or otherwise, the Company shall promptly pay Executive’s reasonable legal fees and expenses incurred in enforcing this Agreement.  Except to the extent provided in the preceding sentence, each party shall pay its own legal fees and other expenses associated with any dispute.

6.  Conversion To Employment Agreement — The Company reserves the right at any time in its sole discretion to convert all or any part of its obligations under this Agreement and restate them in an employment agreement with the Executive, provided that such employment agreement provides compensation and benefits to the Executive upon the basis and for the reasons stated in this Agreement that are substantially identical to the compensation and benefits provided under this Agreement.

7.  Amendment — This Agreement may only be amended by a written instrument signed by the parties hereto, which makes specific reference to this Agreement.

8.  Severability — If any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provisions hereof.

9.  Other Benefits — Nothing in this Agreement shall limit or replace the compensation or benefits payable to Executive, or otherwise adversely affect Executive’s rights, under any other benefit plan, program or agreement to which Executive is a party.

10. Section 409A.

(a)Meaning of Termination of Employment.  Solely as necessary to comply with Section 409A, for purposes of Article IV, “termination of employment” or “employment termination” or similar terms shall have the same meaning as “separation from service” under Section 409A(a)(2)(A)(i) of the Code.

(b)Installment Payments.  For purposes of Section IV.2. with respect to amounts payable in the event of an Involuntary Termination or a Voluntary Termination, each such payment is a separate payment within the meaning of the final regulations under Section 409A.  Each such payment that is made within 2-1/2 months following the end of the year that contains the date of Executive’s termination of employment is intended to be exempt from Section 409A as a short-term deferral within the meaning of the final regulations under Section 409A, each such payment that is made later than 2-1/2 months following the end of the year that contains the date of Executive’s termination of employment is intended to be exempt under the two-times separation pay exception of Treasury Reg. § 1.409A-1(b)(9)(iii) up to the limitation on the availability of such exception specified in such regulation, and each such payment that is made after the two-times separation pay exception ceases to be available shall be subject to delay in accordance with (c) below.

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(c)Six Month Delay.  This Agreement will be construed and administered to preserve the exemption from Section 409A of payments that qualify as a short-term deferral or that qualify for the two-times separation pay exception.  With respect to other amounts that are subject to Section 409A, it is intended, and this Agreement will be so construed, that any such amounts payable under this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with the provisions of Section 409A and the treasury regulations relating thereto so as not to subject Executive to the payment of interest and additional tax that may be imposed under Section 409A.  As a result, in the event Executive is a “specified employee” on the date of Executive’s termination of employment (with such status determined by the Company in accordance with rules established by the Company in writing in advance of the “specified employee identification date” that relates to the date of Executive’s termination of employment, or in the absence of such rules established by the Company, under the default rules for identifying specified employees under Section 409A), any payment that is subject to Section 409A, that is payable to Executive in connection with Executive’s termination of employment, shall not be paid earlier than six months after such termination of employment (if Executive dies after the date of Executive’s termination of employment but before any payment has been made, such remaining payments that were or could have been delayed will be paid to Executive’s estate without regard to such six-month delay).

(d)Expense Reimbursements.  To the extent that any expense reimbursement provided for by this Agreement does not qualify for exclusion from Federal income taxation, the Company will make the reimbursement only if Executive incurs the corresponding expense during the term of this Agreement or the period of two years thereafter and submits the request for reimbursement no later than two months prior to the last day of the calendar year following the calendar year in which the expense was incurred so that the Company can make the reimbursement on or before the last day of the calendar year following the calendar year in which the expense was incurred; the amount of expenses eligible for such reimbursement during a calendar year will not affect the amount of expenses eligible for such reimbursement in another calendar year, and the right to such reimbursement is not subject to liquidation or exchange for another benefit from the Company.

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officers and the Executive has hereunder set his hand, as of the date first above written.

MILLER INDUSTRIES, INC.
By:	/s/ Jeffrey I. Badgley
	Jeffrey I. Badgley
	President and Co-Chief Executive Officer
EXECUTIVE
/s/ J. Vincent Mish
J. Vincent Mish

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EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Jeffrey I. Badgley, certify that:
	1.	I have reviewed this quarterly report on Form 10-Q of Miller Industries, Inc.
	2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
	3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
	4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
		a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
		b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
		c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
		d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
	5.	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
		a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
		b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 6, 2009
	/s/ Jeffrey I. Badgley
	Jeffrey I. Badgley
	President and Co-Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, William G. Miller, certify that:
	1.	I have reviewed this quarterly report on Form 10-Q of Miller Industries, Inc.
	2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
	3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
	4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
		a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
		b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
		c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
		d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
	5.	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
		a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
		b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 6, 2009
	/s/ William G. Miller
	William G. Miller
	Chairman of the Board and Co-Chief Executive Officer

 

EX-31.3

Exhibit 31.3

CERTIFICATIONS

I, J. Vincent Mish, certify that:
	1.	I have reviewed this quarterly report on Form 10-Q of Miller Industries, Inc.
	2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
	3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
	4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
		a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
		b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
		c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
		d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
	5.	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
		a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
		b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 6, 2009
	/s/ J. Vincent Mish
	J. Vincent Mish
	Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

I, Jeffrey I. Badgley, President and Co-Chief Executive Officer of Miller Industries, Inc. (the “Company”), certify, pursuant to 18 U.S.C. § 1350 as adopted by § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	the Quarterly Report on Form 10-Q of the Company for the quarterly period ended March 31, 2009 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: May 6, 2009
	/s/ Jeffrey I. Badgley
	Jeffrey I. Badgley
	President and Co-Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

I, William G. Miller, Chairman of the Board and Co-Chief Executive Officer of Miller Industries, Inc. (the “Company”), certify, pursuant to 18 U.S.C. § 1350 as adopted by § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	the Quarterly Report on Form 10-Q of the Company for the quarterly period ended March 31, 2009 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: May 6, 2009
	/s/ William G. Miller
	William G. Miller
	Chairman of the Board and Co-Chief Executive Officer

EX-32.3

Exhibit 32.3

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

I, J. Vincent Mish, Executive Vice President and Chief Financial Officer of Miller Industries, Inc. (the “Company”), certify, pursuant to 18 U.S.C. § 1350 as adopted by § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	the Quarterly Report on Form 10-Q of the Company for the quarterly period ended March 31, 2009 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: May 6, 2009
	/s/ J. Vincent Mish
	J. Vincent Mish
	Executive Vice President and Chief Financial Officer