Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On December 31, 2020, the Compensation Committee of the board of directors of The Middleby Corporation (the "Company") approved a form of Restricted Stock Unit Award Agreement (the "RSU Agreement") for grants of restricted stock units that will settle in shares of the Company's common stock to be awarded to certain participants under the Company's 2011 Long-Term Incentive Plan. The RSU Agreement includes certain performance-based and time-based vesting criteria, as more fully described therein. The RSU Agreement also provides for accelerated vesting of awards upon a Change of Control (as defined in the RSU Agreement) or in the event that the employee's employment terminates without Cause (as defined in the RSU Agreement).

The foregoing summary of the RSU Agreement is qualified in its entirety by reference to the RSU Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.




Item 9.01        Financial Statements and Exhibits.



(d)   Exhibits



Exhibit No.   Description
   10.1         Form of Restricted Stock Unit Award Agreement for The Middleby
              Corporation 2011 Long-Term Incentive Plan.

    104       Cover Page Interactive Data File (embedded within the Inline XBRL
              document).

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