Exhibit 10.2


 


	
   

  	
   

  	
   

  
	
  

  	
   

  	
  Michael
  M. Thompson 

  President and CEO

  10825 Kenwood Road, Cincinnati, OH 45242

  (513) 794-9800 • Fax: (513) 791-7800

  E-mail: mmthompson@wornick.com

  



 


13 April 2005


 


Mr. John F. McQuay


Chief Financial Officer


The Wornick Company


 


Dear John,


 


On behalf of The Wornick
Company (the “Company”), I appreciate and value your support, experience and
willingness to remain as CFO during a transition period.  As you near retirement at the end of this
year I want to make sure we clearly spell out expectations for you and for the
Company.  We expect your retirement to
become effective on 31 December 2005. 
Pursuant to completing a smooth transition of your responsibilities to a
new CFO, your job duties may change but in no case will be outside those for
which you are suited.


 


Your current salary of
$197,500 will remain in effect, paid in accordance with the Company’s normal
pay practice.  You will participate in
the Executive Bonus Plan when it is finalized with a target level bonus
consistent with the CFO position and will be paid at the same time as other
executives or at an alternate date we mutually agree on in advance, provided
that in no event shall such bonus be paid later than March 15, 2006.


 


You are entitled to 4
weeks of vacation per year.  Any accrued
vacation at the end of 2005 will be paid in 2006 on a date mutually agreed, but
in no case will you forfeit any accrued vacation.  You are scheduled and approved for a vacation
period between 23 December 2005 and 31 December 2005.


 


The Company will
reimburse the cost for Continuing Education Requirements for you to maintain
current CPA qualification, if completed before 1 July 2006.


 


At the end of your
employment your Sony laptop computer will become your personal property.


 


Should the Company terminate
your employment before 31 December 2005, other than for Cause (as defined
in the Appendix attached hereto) and other than on account of your death or
disability, your salary and employee benefits will be continued until that
date.  Additionally, you will be eligible
for Executive Bonus Plan compensation on a pro-rated basis for the portion of
the year you are employed, to be paid at the same time as other Bonus Plan
participants or on a date we mutually agree, provided that in no event shall
such bonus be paid later than March 15, 2006.  Any payments to you pursuant to this
paragraph are contingent upon your execution without subsequent revocation of a
valid general release of claims, in a form reasonably acceptable to the
Company, with respect to any claims you may have against the Company and/or its
affiliates arising


 





















 


from your employment with
or termination of employment from the Company, including, but not limited to,
claims under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities
Act of 1990, the Age Discrimination in Employment Act, and other applicable
federal, state and city statutes and regulations.


 


As the transition
situation moves forward, I am open to changes in these arrangements that we may
mutually agree to.


 


Best Regards,


 


	
  /s/ Michael M. Thompson

  	
   

  
	
   

  
	
  Michael M. Thompson,

  
	
  President and CEO

  
	
   

  
	
   

  
	
  Agreed to and
  Acknowledged as of this

  
	
  14th day of April, 2005

  
	
   

  
	
   

  
	
  /s/ John F. McQuay

  	
   

  
	
  John F. McQuay

  



 





















 


Appendix


 


“Cause” shall mean
termination by the Company of your employment with the Company by reason
of:  (a) your willful dishonesty
towards, fraud upon, or deliberate injury or attempted injury to, or breach of
fiduciary duty to, the Company; (b) your material breach of this letter,
or any other agreement to which you and the Company are parties; (c) drug
or alcohol abuse; (d) conduct by you, whether or not in connection with
the performance of the duties contemplated under this letter, that would result
in serious prejudice to the interests of the Company if you were to continue to
be employed, including, without limitation, the conviction of a felony or a
good faith determination by the Board of Directors of the Company that you have
committed acts involving moral turpitude; or (e) any material violation of
any rule, regulation or policy of the Company by you or your failure to follow
reasonable instructions or directions of the Chairman or the Board of Directors
of the Company or any policy, rule or procedure of the Company in force
from time to time.