Exhibit 10.01


 


AGREEMENT


 


This Agreement (“Agreement”) is made and entered into as
of June     , 2007,
by  and between The Wornick Company, a Delaware corporation (the
“Company”), and Dustin McDulin (“Employee”) (each a
“Party” and together the “Parties”).


 


RECITAL


 


The Company and Employee desire to document their
agreement regarding the payment and severance amounts,
in each case on the terms and subject to the conditions set forth in this Agreement. NOW, THEREFORE, the Parties hereto hereby agree as
follows:


 


AGREEMENT


 


1.            Severance
Compensation.


 


1.1           Termination
at Will. Upon any Termination at Will (as defined below) or  a
termination of Employee’s employment by reason of Employee’s death or
disability, Employee, or his estate or beneficiaries in the case of his death,
shall be paid all accrued salary, any benefits under any plans of the Company
in which Employee is a participant to the full extent
of Employee’s rights under such plans, accrued vacation pay and any appropriate
business expenses incurred by Employee in connection with
his duties hereunder prior to such termination,
all to the date of termination (“Accrued Benefits”) and, subject to Employee’s
or his estate’s or beneficiaries’ execution without
revocation of a valid general release of claims against the Company and its affiliates and their respective employees, directors
and stockholders in a form acceptable to the Company
(the “Release”), all severance compensation required under this agreement, but
no other compensation or reimbursement of any kind.


 


1.2                  Severance Compensation. In
the event Employee’s employment is terminated in a Termination At Will or a
termination of Employee’s employment by reason of Employee’s
death or disability, Employee, or his estate or beneficiaries in the case of his
death, shall, in addition to the Accrued Benefits and
subject to Employee’s or his estate’s or beneficiaries’ execution without
revocation of the Release, be entitled to receive a lump sum payment equal to
75% of Employee’s most recent annual Base Salary, payable within ten (10) days
following the execution of the Release. Such severance compensation is the only
severance compensation to which Employee shall be
entitled following a Termination at Will or a termination of Employee’s
employment by reason of Employee’s death or disability.


 


1.3                  Employee’s Obligation Upon Termination. Upon
the termination of Employee’s employment for any
reason, Employee shall within ten (10) days of such termination return to the Company all personal property and proprietary information
in Employee’s possession or control belonging to the Company. Unless and until
all such property and information is returned to the
Company (which shall be determined by the Company’s standard termination and check-out procedures), the Company shall have no
obligation to make any payment of any kind to
Employee hereunder, except the Accrued Benefits.


 


1.4            Definitions. For purposes of this Agreement the following terms shall have
the following meanings:


 


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(a)  “Termination at Will” shall mean
termination by the Company of  to Employee’s
employment by the Company other than (i) Termination for Cause, and (ii)  Voluntary
Termination.


 


(b)  “Termination for Cause” shall mean
termination by the Company of  Employee’s employment by the Company by reason of:


 


(i)            Employee’s
willful dishonesty towards, fraud upon, or  deliberate injury or
attempted injury to, or breach of fiduciary duty to, the  Company;  


 


(ii)           Employee’s
material breach of any provision of this  Agreement or any other
agreement to which Employee and the Company are  parties;


 


(iii)          Drug
or alcohol abuse;


 


(iv)          Conduct
by Employee, whether or not in connection with the
performance of the duties contemplated hereunder, that would result in serious prejudice to the interests of the
Company if Employee were to continue to be employed, including, without
limitation, the commission of a felony or a good faith
determination by the Board that Employee has committed acts involving moral
turpitude; or


 


(v)           Any
material violation by Employee of any written rule, regulation
or policy of the Company of which Employee has knowledge or Employee’s failure
to follow reasonable lawful written instructions or directions of the {Chairman of the Board} of the Company or any policy, rule or
procedure of the Company in force from time to time of
which Employee has knowledge and which are not in conflict with this
Agreement.


 


(c)  “Voluntary Termination” shall mean
termination by Employee of Employee’s employment other than termination by
reason of Employee’s death or  disability.


 


2.            Miscellaneous.


 


2.1                   Waiver. The waiver of the breach of
any provision of this Agreement shall not
operate or be construed as a waiver of any subsequent breach of the same or
other provision hereof.


 


2.2            Entire Agreement: Modifications. This
Agreement represents the entire understanding
among the Parties with respect to the subject matter hereof, and this Agreement
supersedes any and all prior understandings,
agreements, plans and negotiations, whether written or oral with respect to the
subject matter hereof including without limitation, any understandings, agreements or obligations respecting any past or future compensation,
bonuses, reimbursements or other payments to Employee
from the Company. All modifications or amendments to this Agreement must
be in writing and signed by both Parties hereto.


 


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2.3            Headings. The Section headings
herein are intended for reference
and shall  not by
themselves determine the construction or interpretation of this Agreement.


 


2.4            Governing Law. This Agreement
shall be governed by and construed in accordance with the laws of the State of
Ohio without regard to conflict of laws principles.


 


2.5            Consent to Jurisdiction. Each
Party hereto irrevocably submits to the exclusive jurisdiction of any state or
Federal court located within the County of Hamilton in the State of Ohio for
the purposes of any suit, action or other proceeding arising out of this
Agreement, and agrees to commence any such action, suit or proceeding only in
such courts.


 


2.6            Severability. Should a court
or other body of competent jurisdiction  determine
that any provision of this Agreement is invalid, void, unenforceable or against
public policy for any reasori, such provision shall be adjusted rather than voided,
if possible, and all other provisions of this Agreement shall be deemed valid
and enforceable to the extent possible.


 


2.7            Benefits of Agreement. The
provisions of this Agreement shall be binding  upon and inure to the benefit of the
executors, administrators, heirs, successors and assigns of the Parties;
provided, however, that this Agreement shall not be assignable either by the
Company (except to an affiliate of or any successor to the business of the
Company) or by Employee, without the prior written consent of the other Party.


 


2.8            Counterparts. This Agreement
may be executed in one or more counterparts, all of which taken together shall
constitute one and the same Agreement.


 


2.9            Withholdings. All
compensation and benefits to Employee hereunder shall be reduced by all
federal, state, local and other withholdings and similar taxes and payments
required by applicable law.


 


2.10         Remedies. All rights and
remedies of the Company hereunder shall be cumulative and the exercise of any
right or remedy shall not preclude the exercise of another.


 


IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day
and year first above written.


 


	
   

  	
  THE WORNICK COMPANY

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Jon Geisler

  	
   

  
	
   

  	
  Jon Geisler,
  President & CEO

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Dustin McDulin

  	
   

  
	
   

  	
  Dustin McDulin

  	
   

  



 


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