Attached files
| file | filename |
|---|---|
| EX-10.1 - EXHIBIT 10.1 - MIDDLEBY CORP | middleby_10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 29, 2009
THE
MIDDLEBY CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
|
Delaware
|
1-9973
|
36-3352497
|
|
(State
or Other Jurisdiction
|
(Commission
File Number)
|
(IRS
Employer
|
|
of
Incorporation)
|
Identification
No.)
|
|
1400
Toastmaster Drive, Elgin, Illinois
|
60120
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
(847)
741-3300
(Registrant’s
telephone number, including area code)
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
On
December 29, 2009, the Board of Directors of The Middleby Corporation (the
"Company")
approved the cancellation of the unvested portion of certain previously awarded
restricted stock grants to the Company’s named executive officers that were
first scheduled to vest at specified prices of the Company’s common stock on
January 1, 2009, January 1, 2010 and January 1, 2011 pursuant to restricted
stock agreements with such named executive officers. The number of
cancelled shares attributable to such cancelled awards with respect to each of
the Company’s named executive officers is set forth opposite each such officer’s
name below:
|
Selim
A. Bassoul
|
157,314
shares
|
|
|
Timothy
J. FitzGerald
|
81,000
shares
|
|
|
David
Brewer
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8,000 shares
|
|
|
Mark
Sieron
|
11,000 shares
|
|
|
Gary
Mick
|
10,000
shares
|
On
December 29, 2009, the Compensation Committee of the Board of Directors of the
Company approved a
form of Restricted Stock Agreement (the “RSA”) that the
Company will use for grants of restricted stock to participants under the
Company’s 2007 Stock Incentive Plan (the “2007
Plan”). The RSA is substantially the same as the form of award
agreement that the Company has used for grants under the 2007 Plan, except that
the RSA includes performance-based vesting criteria that are linked to the
Company’s achievement of certain Return on Equity (as defined in the RSA)
targets as more fully described therein.
The
foregoing summary of the RSA is qualified in its entirety by reference to the
RSA, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein
by reference.
In
addition, on December 29, 2009, the Company’s Board of Directors approved
restricted stock grants pursuant to the terms of the RSA to the Company’s named
executive officers equal to the number of shares set forth opposite each such
officer’s name below:
|
Selim
A. Bassoul
|
157,314
shares
|
|
|
Timothy
J. FitzGerald
|
81,000
shares
|
|
|
David
Brewer
|
8,000 shares
|
|
|
Mark
Sieron
|
11,000
shares
|
|
|
Gary
Mick
|
10,000 shares
|
|
Item
9.01
|
Financial
Statements and Exhibits.
|
(c) Exhibits
|
Exhibit
No.
|
Description
|
|
10.1
|
Form
of Restricted Stock Agreement for The Middleby Corporation 2007 Stock
Incentive Plan, effective December 29,
2009.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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THE
MIDDLEBY CORPORATION
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|||
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Dated:
January 5, 2010
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By:
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/s/ Timothy
J. FitzGerald
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|
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Timothy
J. FitzGerald
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|||
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Vice
President and
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|||
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Chief
Financial Officer
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EXHIBIT
INDEX
|
Exhibit
No.
|
Description
|
|
10.1
|
Form
of Restricted Stock Agreement for The Middleby Corporation 2007 Stock
Incentive Plan, effective December 29,
2009.
|