Exhibit 10.02


 





 


2007 Management
Incentive Plan: Dustin McDulin


 


I.             Objectives:


 


The Wornick Company believes that leadership and
motivation of the Company’s key managers are critical to re-establishing the
Company’s leadership in the industry. 
The Company has a responsibility for ensuring that the individuals in
key management positions perform at a high level and that they are compensated
in a manner that furthers the Company’s business
strategies and align their interests with investors of The Wornick Company. The
following principles provide a framework for the compensation program for these key
employees:


 


·                  Provide incentive to manage in a manner in which the employee has a  stake
in the companies results and aligns his interest to the interest of the  companies
investors


 


·                  Retention
of those with leadership abilities and skills necessary for building
long-term corporate value.


 


·                  Establish
standards of ethical business conduct, leadership and competencies.


 


·                  Maintain a significant portion of total compensation at risk.


 


For these purposes the company has approved the
2007 Management Incentive Plan for Key Management which is intended to align
total compensation of key manger by linking individual
compensation to overall corporate performance. The Company will establish and administer
a 2007 Incentive Program as follows:


 


II.            Definitions:


 


Participation – To
participate fully in the incentive program a person must be employed by The Wornick Company for 1,000 hours of service during the Award Period,
be employed at the time of payment, and be
excluded from specific provisions of entitlement to overtime pay under the
specific provisions of federal and state laws. An employee will participate on a pro-rated bases if they have less then 1,000
hours of service, but were hired prior to September 30, 2007.


 


Hours of Service – means each hour for which an Employee is
paid, or is entitled to payment, for the performance of duties for the
Employer.


 


Award Period –
means the calendar year from January 1 through December 31, 2007.


 


Base Pay – the employee’s base pay at the end of the Award
Period, but it does not include any special
forms of compensation such as incentives, commissions, or other bonuses.


 

















 


III.          Participant Eligibility:


 


Eligibility – A Participating Employee will be eligible to
receive an award if employed as a 
full-time salaried employee as of September 30, 2007 and as of the
day of payment and shall have worked at least 1,000 hours during the Award
Period.


 


Partial Award Consideration – If a Participating
Employee dies, retires or becomes disabled
as of March 1, 2008 of the current Award Period but has worked at least
1,000 hours during the Award Period, the Participating Employee or his
or her estate shall receive an award amount
of 100% of the amount the participating employee would have received had
employment continued until the last day of the Award Period. An employee who for any other reason ceases to be employed by
the company during the Award Period or prior to the payment date will
not be entitled to any award.


 


IV.          Determination of Annual Awards:


 


A.                                    A
maximum bonus payout is established by the EBITDA performance of The Wornick Company as per
the table below:


 


	
   

  	
   

  	
   

  	
   

  	
  EBITDA Target, after incentive
  payout

  	
   

  
	
  Employee

  	
   

  	
  Title

  	
   

  	
  $600,000

  	
   

  	
  $1,000,000

  	
   

  	
  $2,000,000

  	
   

  	
  $3,000,000

  	
   

  
	
  Dustin McDulin

  	
   

  	
  Director of Finance

  	
   

  	
  20

  	
  %

  	
  30

  	
  %

  	
  40

  	
  %

  	
  50

  	
  %

  



 


B.                                    Incentive
payout will occur on March 7, 2008. The payment will be taxed at the flat
IRS rate plus applicable state rates for bonus payments.


 


C.                                    The calculation of EBITDA will be in accordance with the historical
calculation utilized for public reporting: Net
income plus interest, taxes, depreciation and amortization. If circumstances arise during the award period that significantly impact
the calculation of EBITDA the company may adjust the calculation at
the sole discretion of the President &
CEO so long as it does not negatively impact the incentive calculation.


 


D.                                    Participation in the
incentive plan is neither a guarantee of future employment by TWC nor a
contract of employment.


 


Acknowledgments:


 


 


	
  /s/ Dustin
  McDulin

  	
   

  	
  11/13/07

  
	
  Participant

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Manager/Director

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Jon Geisler

  	
   

  	
  9/23/07

  
	
  President
  & CEO

  	
   

  	
  Date