Exhibit 10.1
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of April 11,
2005, by and between The Wornick Company, a Delaware corporation (the
"Company"), and Michael M. Thompson ("Employee").
RECITAL
The Company desires to employ Employee, and Employee is willing to accept
employment by the Company, 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.
POSITION AND DUTIES.
1.1
DURING THE TERM OF THIS AGREEMENT, EMPLOYEE
AGREES TO BE EMPLOYED BY AND TO SERVE THE COMPANY AND/OR ONE OR MORE OF THE
COMPANY'S SUBSIDIARIES ON A FULL-TIME BASIS AS PRESIDENT AND CHIEF EXECUTIVE
OFFICER OF THE COMPANY AND/OR SUCH OTHER TITLE OR TITLES AS MAY BE ASSIGNED TO
HIM BY THE CHAIRMAN OR THE BOARD OF DIRECTORS OF THE COMPANY, AND TO PERFORM
SUCH DUTIES CONSISTENT WITH SUCH POSITION OR POSITIONS AS MAY BE ASSIGNED TO HIM
FROM TIME TO TIME BY THE CHAIRMAN OR THE BOARD OF DIRECTORS OF THE COMPANY.
EMPLOYEE'S PRINCIPAL PLACE OF BUSINESS WITH RESPECT TO HIS SERVICES TO THE
COMPANY SHALL BE CINCINNATI, OHIO, PROVIDED THAT EMPLOYEE AGREES TO UNDERTAKE
SUCH TRAVEL AS MAY BE REQUIRED IN THE PERFORMANCE OF HIS DUTIES.
ALL TRAVEL
EXPENSES OF EMPLOYEE SHALL BE REIMBURSED IN ACCORDANCE WITH SECTION 3.6 (B )
BELOW.
1.2
EMPLOYEE SHALL CARRY OUT HIS DUTIES UNDER
THE GENERAL SUPERVISION AND DIRECTION OF THE CHAIRMAN AND THE BOARD OF DIRECTORS
OF THE COMPANY AND/OR THEIR DESIGNEES IN ACCORDANCE WITH THE COMPANY'S POLICIES,
RULES AND PROCEDURES IN FORCE FROM TIME TO TIME.
1.3
EMPLOYEE SHALL DEVOTE HIS FULL TIME,
ATTENTION, SKILL AND EFFORTS TO HIS TASKS AND DUTIES HEREUNDER AND TO THE
AFFAIRS OF THE COMPANY.
WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY,
EMPLOYEE SHALL NOT PROVIDE SERVICES FOR COMPENSATION TO ANY OTHER PERSON OR
BUSINESS ENTITY WHILE EMPLOYED BY THE COMPANY OR BE ENGAGED IN ANY OTHER
BUSINESS ACTIVITY, WHETHER OR NOT SUCH OTHER BUSINESS ACTIVITY IS PURSUED FOR
PROFIT ON PECUNIARY ADVANTAGE.
2.
TERM OF EMPLOYMENT.
2.1
BASIC TERM.
THE TERM OF EMPLOYMENT UNDER
THIS AGREEMENT (THE "TERM") BEGAN EFFECTIVE AS OF NOVEMBER 30, 2004 AND SHALL
CONTINUE THROUGH DECEMBER 31, 2005 (THE "EXPIRATION DATE"), UNLESS EARLIER
TERMINATED IN ACCORDANCE WITH ARTICLE 2 OR EXTENDED PURSUANT TO THE FOLLOWING
SENTENCE.
UNLESS WRITTEN NOTICE IS GIVEN BY THE COMPANY OR EMPLOYEE TO THE
OTHER PARTY AT LEAST NINETY (90)
DAYS PRIOR TO THE EXPIRATION DATE (OR ANY
LATER DATE TO WHICH THE TERM SHALL HAVE BEEN EXTENDED IN ACCORDANCE WITH THIS
SECTION 2.1) ADVISING SUCH OTHER PARTY THAT THE PARTY GIVING SUCH NOTICE DOES
NOT DESIRE TO EXTEND OR FURTHER EXTEND THIS AGREEMENT, THE TERM SHALL
AUTOMATICALLY BE EXTENDED FOR AN ADDITIONAL ONE-YEAR PERIOD WITHOUT FURTHER
ACTION OF THE PARTIES.
2.2
TERMINATION FOR CAUSE.
TERMINATION FOR
CAUSE (AS DEFINED IN SECTION 2.8 BELOW) MAY BE EFFECTED BY THE COMPANY AT ANY
TIME DURING THE TERM OF THIS AGREEMENT AND SHALL BE