**Exhibit 14.1**

 

**THE WORNICK COMPANY**

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**CODEOF BUSINESS CONDUCT AND ETHICS**

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**PURPOSE**

 

The Board of Directors (the “Board”) of The Wornick Company(“Wornick” or the “Company”) has adopted this Code of BusinessConduct and Ethics (this “Code”), which reflects the Board’s commitmentto continue to focus the Board and Wornick management on areas of ethical risk,providing guidance to personnel to help them recognize and deal with ethicalissues, providing mechanisms to report unethical conduct, and help to maintain aculture of honesty and accountability.

 

The Board believes this Code should be an evolving set of conductand ethics, subject to alteration as circumstances warrant.  Any waiver of this Code for officers ordirectors of Wornick may be made only by the Board or a Board committee.  The Board or a Board committee will promptlydisclose waivers of this Code for officers or directors of the Company to thestockholders.

 

**I.**                                         CONFLICTSOF INTEREST

 

Each employee ofWornick is expected to avoid engaging in activities that conflict with, or havethe appearance of conflicting with, the best interests of the Company and itsstockholders.  Any personal activities orinterests of an employee that could negatively influence, or which could havethe appearance of negatively influencing, his or her judgment, decisions oractions must be disclosed to the Company’s compliance officer, who willdetermine if there is a conflict and, if so, how to resolve it withoutcompromising the Company’s interests. Prompt and full disclosure is always the correct first step towardsidentifying and resolving any potential conflict of interest or problem.

 

This Policyapplies not only to each employee but also to immediate family members of eachemployee, any trust in which an employee (or a member of the employee’simmediate family) has a beneficial interest (and over which it can exercise orinfluence decisionmaking), and any person with whom the employee (or a memberof the employee’s immediate family) has a substantial business relationship.  An “immediate family member” includesa person’s spouse, parents, children, sibling, parents-in-law, children-in-law,siblings-in-law and anyone (other than other employees of Wornick) who sharessuch person’s home.

 

This Policyapplies to Wornick officers and directors to the same extent as employees.  Conflicts involving officers will be reviewedby the Corporate Governance and Nominating Committee of the Board.  Conflicts involving the Chief ExecutiveOfficer and directors will be reviewed directly by theBoard.

 

In certain limitedcases, activities giving rise to potential conflicts of interest may bepermitted if they are determined not to be harmful to the Company.  That determination will be made by the Boardin the case of the Chief Executive Officer or directors, by the Corporate

 

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Governance and Nominating Committee of the Board inthe case of other officers, and by the Company’s compliance officer, in thecase of other employees.

 

No employee shouldaccept gifts, credits, payments, services, excessive entertainment or anythingelse of value from an actual or potential competitor, supplier or customerunless such gift is of insignificant value and a refusal to accept it would bediscourteous or otherwise harmful to the Company.  In addition, receiving advertising noveltiessuch as calendars does not violate this Policy. Permitting a supplier’s or customer’s employee to pick up the check at ameal or similar occasions is not inappropriate so long as any business wasdiscussed at arm’s-length and there is no suggestion of undue or unfairinfluence.  If a gift or other service orobject of value is offered to an employee, he or she should immediately reportthe offer to a responsible Wornick manager so that an appropriate response canbe made to the offeror.  Please remember,however, that local, state and federal laws, including the Foreign CorruptPractices Act, often impose special rules on relations with governmentcustomers and suppliers which may differ from commercial relations.  Payments for expenses of governmentrepresentatives should be reviewed by the Company’s compliance officer prior tomaking the payment.

 

**III.**                                 CORPORATEOPPORTUNITIES

 

Employees, officers and directors of Wornick owe a duty to theCompany to advance its legitimate interests when the opportunity to do soarises.  Consequently, employees,officers and directors of Wornick, except as described below, are generallyprohibited from: (a) taking for themselves opportunities that arediscovered through the use of Wornick property, information or position; (b) usingWornick property, information, or position for personal gain; and (c) competingwith Wornick.  For the purposes of Section IIIof this Code, the ownership of up to 5% of the equity securities of apublicly-traded competitor of Wornick by an employee or director of Wornickshall not qualify as “competing with” Wornick.

 

If an employee,officer or director offers an opportunity to the Board, and the Board rejectssuch opportunity, however, then that person is no longer prohibited by Wornickfrom taking advantage of such opportunity.

 

The Board recognizes that there may be circumstances under whichit would either not harm the interests of, or would directly benefit, theCompany for an employee, officer or director to conduct an activity set forthin (a), (b) or (c) above.  Insuch circumstances, the Board may by resolution approve an exception for anemployee, officer or director conducting such an activity.

 

Notwithstandingthe foregoing, the Board recognizes that it is beneficial to the Company thatthe members of its Board are familiar with the industries in which the Companyoperates.  The Board further recognizesthat members of the Board who work or otherwise operate in the industries inwhich the Company operates may be presented with opportunities that could bebeneficial to the Company as well as to such directors or to entities withwhich such directors may be affiliated. Accordingly, in accordance with Section 122(17) of the GeneralCorporation Law of the State of Delaware, the Board wishes to define theconduct of the Company with respect to certain classes or categories ofbusiness opportunities that are presented to the Company as they may involveits officers, directors or stockholders, and the powers, rights, duties andliabilities of the Company and its officers, directors and stockholders inconnection

 

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therewith, and renounces any expectation on behalf ofthe Company with respect to such corporate opportunities in accordance with thefollowing.

 

(1)                                  Stockholders.  The provisions of this paragraph (1) applyto stockholders of the Company in their capacity as such and their affiliates(each, a “Company Stockholder”).  Except as may be otherwise provided in awritten agreement between the Company and a Company Stockholder, no CompanyStockholder shall have any duty to refrain from engaging in a corporateopportunity in the same or similar activities or lines of business as theCompany (or any affiliate thereof) engages in or proposes to engage in fromtime to time or otherwise competing with the Company.  The Company hereby renounces any interest orexpectancy of the Company in, or in being offered any opportunity to participatein, such business opportunities as may arise in which both the Company and anyCompany Stockholder may have an interest. To the fullest extent permitted by law, no Company Stockholder shall beliable to the Company or its stockholders for breach of any fiduciary duty byreason of any such activities of such Company Stockholder.  In addition, in the event that any CompanyStockholder acquires knowledge of a potential transaction or matter which maybe a corporate opportunity for both such Company Stockholder and the Company,such Company Stockholder shall, to the fullest extent permitted by law, have noduty to communicate or offer such corporate opportunity to the Company andshall, to the fullest extent permitted by law, not be liable to the Company orits stockholders for breach of any fiduciary duty as a stockholder of theCompany by reason of the fact that such Company Stockholder pursues or acquiressuch corporate opportunity for itself, directs such corporate opportunity toanother person, or does not communicate information regarding such corporateopportunity to the Company.

 

(2)                                  Directors.  The provisions of this paragraph (2) applyto directors of the Company in their capacity as such.  For the purposes hereof, those directors whoare not employees of the Company are referred to as “Non-ManagementDirectors.”  The term Non-ManagementDirectors will expressly include persons who serve as an officer of the Companybut are not compensated for their services in such capacity.  In addition, with respect to Non-ManagementDirectors who are affiliated with any other entity, such term will also includesuch entity and any other person or entity affiliated therewith or acting onbehalf thereof.

 

(a)                                  Except as may be otherwise provided in awritten agreement between the Company and any Non-Management Director, noNon-Management Director shall have any duty to refrain from engaging in acorporate opportunity in the same or similar activities or lines of business asthe Company (or any affiliate thereof) engages in or proposes to engage in fromtime to time or otherwise competing with the Company.  The Company hereby renounces any interest orexpectancy of the Company in, or in being offered any opportunity toparticipate in, such business opportunities as may arise in which both theCompany and any Non-Management Director may have an interest.  To the fullest extent permitted by law, noNon-Management Director shall be liable to the Company or its stockholders forbreach of any fiduciary duty by reason of any such activities of suchNon-Management Director.  In addition, inthe event that any Non-Management Director acquires knowledge of a potentialtransaction or matter

 

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whichmay be a corporate opportunity for both such Non-Management Director and theCompany, such Non-Management Director shall, to the fullest extent permitted bylaw, have no duty to communicate or offer such corporate opportunity to theCompany and shall, to the fullest extent permitted by law, not be liable to theCompany or its stockholders for breach of any fiduciary duty as a director orofficer of the Company by reason of the fact that such Non-Management Directorpursues or acquires such corporate opportunity for itself, directs suchcorporate opportunity to another person, or does not communicate informationregarding such corporate opportunity to the Company.

 

(b)                                 Withrespect to members of the Board who are not Non-Management Directors, anycorporate opportunity (as referenced above) presented or otherwise madeavailable to such director shall be the property of the Company.

 

(3)                                  Officers.  The provisions of this paragraph (3) applyto officers of the Company (other than Non-Management Directors) in theircapacity as such.  With respect toofficers of the Company, any corporate opportunity (as referenced above)presented or otherwise made available to an officer shall be the property ofthe Company.

 

Neither thealteration, amendment, termination, expiration or repeal of this Section III(or this Code) nor the adoption of any provision of the Company’sorganizational documents inconsistent with this Section III shalleliminate or reduce the effect of this Section III in respect of anymatter occurring, or any cause of action, suit or claim that, but for this Section III,would accrue or arise, prior to such alteration, amendment, termination,expiration, repeal or adoption.

 

**IV.**                                CONFIDENTIALITY

 

Employees, officers and directors of Wornick should maintain theconfidentiality of information entrusted to them by Wornick or its customers,except when disclosure is authorized or legally mandated.  Confidential information includes allnon-public information that might be of use to competitors, or harmful toWornick or its customers, if disclosed.

 

**V.**                                    FAIRDEALING

 

Each employee, officer and director of Wornick should endeavor todeal fairly with Wornick’s customers, suppliers, competitors andemployees.  None should take unfairadvantage of anyone through manipulation, concealment, abuse of privilegedinformation, misrepresentation of material facts, or any other unfair-dealingpractice.

 

**VI.**                                PROTECTIONAND PROPER USE OF COMPANY ASSETS

 

All employees, officers and directors of Wornick should protectWornick’s assets and ensure their efficient use.  Theft, carelessness and waste have a directimpact on Wornick’s profitability.  AllWornick assets should be used for legitimate business purposes.

 

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**VII.**                            COMPLIANCEWITH LAWS, RULES AND REGULATIONS

 

Wornick strongly urges its employees, officers and directors tocomply with all applicable laws, rules and regulations.

 

**VIII.**                        ENCOURAGINGTHE REPORTING OF ANY ILLEGAL OR UNETHICAL BEHAVIOR

 

Wornick strongly encourages all employees to talk to supervisors,managers or other appropriate personnel when in doubt about the best course ofaction in a particular situation concerning possible illegal or unethicalbehavior.  Additionally, employees shouldreport violations of laws, rules, regulations or the code of business conductto appropriate personnel.  Wornick willnot allow retaliation against an employee for reports of illegal or unethicalbehavior made in good faith to appropriate personnel.

 

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