Exhibit II
CONFIDENTIAL
THE MIDDLEBY CORPORATION
MANAGEMENT INCENTIVE PLAN
CORPORATE STAFF
1995
ELIGIBILITY
To be eligible, an employee must be employed by the Company on the last day of
the fiscal year and have been in such incentive position a minimum of six (6)
months. If the employee works in such position for the minimum of six (6)
months, but less than twelve (12) months, the incentive compensation will be
prorated (i.e., seven months = 7/12). Incentive compensation is computed on the
employee's base salary as of the beginning of the year (January 1, 1995).
INCENTIVE PAYMENTS
Incentive compensation will be paid upon completion of the audited fiscal year
results of the Company, usually on or about March 1. Incentive compensation
awards under the 1995 Management Incentive Plan for certain positions are
subject to the conditions of The Middleby Corporation Stock Ownership Plan.
INCENTIVE CATEGORY
The incentive compensation will be based on the achievement of the following
category versus defined objective levels:
EARNINGS BEFORE INTEREST AND TAXES (EBIT) - Defined as Operating Profit less
other income or expense. EBIT includes the expense of the corporate and
operating division incentive compensation pools and excludes the expenses of The
Middleby Corporation entity. It is the intent of the Company that incentive
compensation is to be self-funded at the operating division level.
INCENTIVE COMPUTATION
The incentive compensation award will be computed based on the achieved level of
the objective (i.e. EBIT) and the designated percentage of the participant's
base salary. If the achieved level is between the plateaus, an extrapolation of
the percentage of salary will be computed.
The percentage of base salary (as of January 1, 1995) for incentive compensation
if 100% of the 1995 MIP objective is achieved and the maximum percentage for
your position are detailed on Attachment I.
INCENTIVE OBJECTIVES
Attachment II provides the MIP objective for the current fiscal year. The
objectives are correlated with the Operating Plan. A percentage of incentive
achievement for each objective is set for each level of the above categories.
These percentages do not necessarily increment or decrement in an arithmetical
progression.
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ATTACHMENT I
THE MIDDLEBY CORPORATION
1995 MANAGEMENT INCENTIVE PLAN
LEVEL: CORPORATE EXECUTIVE VICE PRESIDENT
PERCENT OF BASE SALARY (AS OF 1/1/95) IF 100% ACHIEVEMENT- 50%
MAXIMUM PAYOUT AS PERCENT OF BASE SALARY - 100%
INCENTIVE CATEGORY WEIGHTING-
EBIT- 100%
AWARD IS SUBJECT TO THE CONDITIONS OF THE MIDDLEBY CORPORATION STOCK OWNERSHIP
PLAN
- -------------------------------------------------------------------------------
LEVEL: CORPORATE VICE PRESIDENT
PERCENT OF BASE SALARY (AS OF 1/1/95) IF 100% ACHIEVEMENT- 30%
MAXIMUM PAYOUT AS PERCENT OF BASE SALARY- 60%
INCENTIVE CATEGORY WEIGHTING-
EBIT- 100%
AWARD IS SUBJECT TO THE CONDITIONS OF THE MIDDLEBY CORPORATION STOCK OWNERSHIP
PLAN
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ATTACHMENT II
1995 MIP OBJECTIVES
EBIT OBJECTIVE ($000'S)
EBIT $ EVP'S VP'S
-------- ----- -----
1994 ACTUAL $ 7,993
1995 MIP 100% OBJECTIVE $10,000
% OF SALARY IF AT 100% MIP OBJECTIVE 50% 30%
MAXIMUM BONUS % OF SALARY 100% 60%
OBJECTIVE LEVELS/% OF BASE SALARY
$ 6,750 5% 3%
7,250 10% 6%
7,750 20% 12%
8,500 30% 18%
9,250 40% 24%
10,000 50% 30%
10,400 60% 36%
10,800 70% 42%
11,200 80% 48%
11,600 90% 54%
12,000 100% 60%