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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