**EMPLOYEE BENEFITS AGREEMENT**

 

**BETWEEN**

 

**THE TITAN CORPORATION**

 

**AND**

 

**SUREBEAM CORPORATION**

 

**August 5, 2002**

 

 

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**EMPLOYEE BENEFITS AGREEMENT**

 

 

**THISEMPLOYEE BENEFITS AGREEMENT** (“Agreement”), dated as of August 5,, 2002, is by andbetween **THE TITAN CORPORATION** (“TITAN”)and **SUREBEAM CORPORATION**(“SUREBEAM”).

**WHEREAS**, TITAN and SUREBEAM have entered intocertain other agreements that will govern certain matters relating to thetax-free spin-off of SUREBEAM Class A Common Stock from TITAN (the “Spin-off”)and the distribution of the SUREBEAM stock to TITAN stockholders(“Distribution”), and the relationship of TITAN and SUREBEAM and theirrespective Subsidiaries following such Spin-Off and Distribution; and

**WHEREAS**, prior to the Distribution, SUREBEAM hasoperated as a separate company with its own employees who have participated inTITAN health and welfare plans.

**WHEREAS**, TITAN and SUREBEAM have agreed to enterinto this Agreement allocating assets, liabilities and responsibilities withrespect to certain employee compensation and benefit plans and programs betweenthem.

**NOW,THEREFORE**, theparties, intending to be legally bound, agree as follows:

**ARTICLE 1**DEFINITIONS

For purposes of thisAgreement the following terms shall have the following meanings:

**1.1          Affiliate** means with respect to any other Person,a Person that controls, is controlled by, or is under common control with, suchother Person.

**1.2          Close Of The Distribution Date** means 11:59:59 P.M., Pacific StandardTime or Pacific Daylight Time (whichever shall then be in effect), on theDistribution Date.

**1.3          COBRA** means the continuation coverage requirements for“group health plans” under Title X of the Consolidated Omnibus BudgetReconciliation Act of 1985, as amended, and as codified in Code Section 4980Band ERISA Sections 601 through 608.

**1.4          Code** means the Internal Revenue Code of 1986, as amended,or any successor federal income tax law. Reference to a specific Code provisionalso includes any proposed, temporary, or final regulation in force under thatprovision.

**1.5          Distribution Date** means August 5, 2002.

**1.6          DOL** means the United States Department of Labor.

 

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**1.7          ERISA** means the Employee Retirement Income Security Act of1974, as amended. Reference to a specific provision of ERISA also includes anyproposed, temporary, or final regulation in force under that provision.

**1.8          FMLA** means the Family and Medical Leave Act of 1993, asamended.

**1.9          Health and Welfare Plans**, when immediately preceded by “TITAN,”means the health and welfare plans established and maintained by TITAN for thebenefit of employees of TITAN and certain TITAN Entities, and such other healthand welfare plans or programs as may apply to such employees as of theDistribution Date. When immediately preceded by “SUREBEAM,” Health and WelfarePlans means the health and welfare plans to be established by SUREBEAMeffective July 1, 2002 as set forth in this Agreement.

**1.10        IRS** means the Internal Revenue Service.

**1.11        SUREBEAM 401(k) Plan** means the SUREBEAM CORPORATION 401(k)Plan to be established by SUREBEAM effective on August 1, 2002, as a qualifieddefined contribution plan under ERISA and the Code.

**1.12        SUREBEAM** Entity means any Person that is, at therelevant time, an Affiliate of SUREBEAM, except that the term SUREBEAM Entityshall not include TITAN or a TITAN Entity.

**1.13        SUREBEAM** Individual means any individual who wasan employee of SUREBEAM on or before the Distribution Date or is an employee ofTITAN or a TITAN Entity who receives an offer of employment from SUREBEAM or aSUREBEAM Entity on or before the Distribution Date with employment to commenceafter the Distribution Date and who accepts such offer.

**1.14        Medical Plan**, when immediately preceded by “TITAN,”means the TITAN Flexible Benefits Plan for Employees. When immediately precededby “SUREBEAM,” Medical Plan means the medical plan to be established bySUREBEAM effective no later than July 1, 2002 as identified on Exhibit Ahereto.

**1.15        Non-Employee Director**, when immediately preceded by “TITAN,”means a member of TITAN’s Board of Directors who is not an employee of TITAN ora TITAN Entity. When immediately preceded by “SUREBEAM,” Non- Employee Directormeans a member of SUREBEAM’s Board of Directors who is not an employee of SUREBEAMor a SUREBEAM Entity.

**1.16        Person** means any individual or legal entity.

**1.17        Plan**, when immediately preceded by “TITAN” or “SUREBEAM,”means any plan, policy, program (including, without limitation, any workerscompensation program), payroll practice, bonus, ongoing arrangement, contract,trust, insurance policy or other agreement or funding vehicle providingbenefits to employees or Non-Employee Directors of TITAN or a TITAN Entity, orSUREBEAM or a SUREBEAM Entity, as applicable. The term 

 

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“Plan” includes, but isnot limited to, any Health and Welfare Plans and Medical Plans as furtherspecified herein.  The SUREBEAM Plansother than the SUREBEAM 401(K) Plan are identified on Exhibit A to this Agreement.

**1.18        TITAN 401(k) Plan** means the TITAN 401(k) Plan, as ineffect from time to time.

**1.19        TITAN Entity** means any Person that is, at therelevant time, an Affiliate of TITAN, except that the term “TITAN Entity” shallnot include SUREBEAM or a SUREBEAM Entity.

**1.20        TITAN WCP** means the TITAN Workers’ CompensationProgram, comprised of the various arrangements established by TITAN or a TITANEntity to comply with the workers’ compensation requirements of the states inwhich TITAN or a TITAN Entity conducts business.

**1.21        SEC** means the United States Securities and ExchangeCommission.

**1.22        LIABILITIES**means any benefits payable to SUREBEAMIndividuals under a SUREBEAM Plan, and their dependents and beneficiaries, onor after August 1, 2002 (July 1, 2002 with respect to the SUREBEAM Plans otherthan the SUREBEAM 401(k) Plan), provided, however, Liabilities shall notinclude any benefits or amounts payable to such individuals after theDistribution Date as a result of the failure of TITAN (or any third party designatedby TITAN to provide services under the TITAN Plans) to comply with the terms ofthe TITAN plans or applicable laws, regulations or agreements (including,without limitation, the failure of the TITAN 401(k) Plan to be a “qualifiedplan” under the Code.)

**ARTICLE2GENERAL PRINCIPLES**

**2.1          No Change in Legal Responsibility**. This Agreement is not intended to change SUREBEAM’s legal obligationswith respect to its present, future or former employees.

**2.2          Assumption of Liabilities**. SUREBEAM hereby assumes and agrees to pay, perform, fulfill anddischarge all Liabilities.

**2.3          Retention of Liabilities**. To the extent that SUREBEAM does notassume a Liability, Titan will retain, discharge and pay such Liabilities.

**2.4          Establishment of SUREBEAM Plans**. Effective no later August 1, 2002,SUREBEAM shall adopt, or cause to be adopted, for the benefit of current andfuture employees of SUREBEAM, including SUREBEAM Individuals, the SUREBEAM401(k) Plan.  Effective July 1, 2002, SUREBEAMshall adopt the SUREBEAM Plans, excluding the SureBeam 401(k) Plan, for thebenefit of current and future employees of SUREBEAM and the SUREBEAM Entities,including SUREBEAM Individuals.  SuchPlans are set forth on Exhibit A to this Agreement.

 

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**2.5          Terms of Participation in SUREBEAM Plans**. The SUREBEAM Plans shall not providebenefits that duplicate benefits already provided by the corresponding TITANPlans.  TITAN and SUREBEAM shall agreeon methods and procedures, including amending the respective Plan documents, toprevent SUREBEAM Individuals from receiving duplicative benefits from the TITANPlans and the SUREBEAM Plans. With respect to SUREBEAM Individuals, eachSUREBEAM Plan shall provide that all service determinations that, as of thedate that such SUREBEAM Plan becomes effective, were recognized under eachcorresponding TITAN Plan, if any, shall, as of such effective date andthereafter, receive full recognition, credit, and validity and be taken intoaccount under such SUREBEAM Plan to the same extent as if such determinationshad occurred under such SUREBEAM Plan, except to the extent that duplication ofbenefits would result. Nothing in this Section 2.4, or any other provision ofthis Agreement, however, shall require SUREBEAM to adopt all of the types ofPlans sponsored by TITAN on the Distribution Date, or to provide that the termsof a SUREBEAM Plan shall be the same or similar to the terms of anycorresponding TITAN Plan, or limit the ability of SUREBEAM to amend, modify orterminate any SUREBEAM Plan

**2.6          Termination of Participation**. Effective as of the Distribution Date, SUREBEAM shall automaticallycease to be a participating company in all TITAN Plans.

**ARTICLE3HEALTH AND WELFARE PLANS**

**3.1          COBRA**.  EffectiveImmediately as of July 1, 2002, SUREBEAM shall solely be responsible foradministering compliance with the health care continuation coveragerequirements of COBRA for the SUREBEAM Health and Welfare Plans.  SUREBEAM Individuals shall be permitted totimely elect health care continuation coverage in accordance with the terms ofthe SUREBEAM Health and Welfare Plans, and SUREBEAM and the SUREBEAM Health andWelfare Plans shall accept and honor such timely and properly-made elections,to the fullest extent required under the provisions of COBRA.

**3.2          FMLA**.

**(a)          **Effective Immediately as of July 1, 2002:(i) SUREBEAM shall honor, and shall cause each SUREBEAM Entity to honor, allterms and conditions of leaves of absence which have been granted to anySUREBEAM Individual and all other employees of SUREBEAM and the SUREBEAMEntities under the FMLA before July 1, 2002 by TITAN, SUREBEAM, or a SUREBEAMEntity, including such leaves that are to commence after July 1, 2002; (ii)SUREBEAM and each SUREBEAM Entity shall be solely responsible for administeringcompliance with the FMLA with respect to their employees; and (iii) SUREBEAMand each SUREBEAM Entity shall recognize all periods of service of SUREBEAMIndividuals and all other employees of SUREBEAM and the SUREBEAM Entities withTITAN or a TITAN Entity, as applicable, to the extent such service isrecognized by TITAN for the purpose of eligibility for leave entitlement underthe FMLA; provided, that no duplication of benefits shall be required by theforegoing.

 

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**(b)          **As soon as administratively possibleafter July 1, 2002, TITAN shall provide to SUREBEAM copies of all recordspertaining to the FMLA with respect to all SUREBEAM Individuals and all otheremployees of SUREBEAM and the SUREBEAM Entities to the extent such records havenot been provided previously to SUREBEAM or a SUREBEAM Entity.

**3.3          Workers’ Compensation Programs**. TITAN and the TITAN WCP shall retain, discharge and pay all Liabilitiesarising under the TITAN WCP, including, without limitation, all Liabilitiesrelating to claims that are, or have been, incurred under the TITAN WCP beforeAugust 5, 2002 by SUREBEAM Individuals. SUREBEAM and the SUREBEAM WCP shall retain, discharge and pay allLiabilities arising under the SUREBEAM WCP. Each party shall fully cooperate with the other with respect to theadministration and reporting of claims under the TITAN WCP and the SUREBEAMWCP, to the extent that such cooperation is permitted under applicable law anddoes not otherwise have a material adverse effect on the TITAN WCP or theSUREBEAM WCP.

**3.4          SureBeam Health and Welfare Plans**. As of July 1, 2002, SUREBEAM shall have established SUREBEAM Health andWelfare Plans listed on Exhibit A, and correspondingly, SUREBEAM shall haveceased to be a participating company in Titan Health and Welfare Plans.  SUREBEAM shall be solely responsible for theadministration of the SUREBEAM Health and Welfare Plans, including the paymentof all employer-related costs in establishing and maintaining the SUREBEAMHealth and Welfare Plans, and for the collection and remittance of employeepremiums.  SUREBEAM acknowledges that itwill be billed for premiums attributable to its employees in accordance withthe Corporate Services Agreement dated August 4, 2000 until July 1, 2002.  No SUREBEAM employee may participate in anyTITAN Health and Welfare Plan after the Distribution Date.

On and after theDistribution Date, SUREBEAM shall cause the SUREBEAM Health and Welfare Plansto recognize and give credit for (A) all amounts applied to deductibles,out-of-pocket maximums, co-payments and other applicable benefit coveragelimits with respect to which such expenses have been incurred by SUREBEAMIndividuals under the Titan health plans for the remainder of the calendar yearin which the Distribution Date occurs, and (B) all benefits paid to SUREBEAMIndividuals under the Titan health plans for purposes of determining when suchpersons have reached their lifetime maximum benefits under the SUREBEAM HealthPlans.

**ARTICLE4DEFINED CONTRIBUTION PLANS**

**4.1          SUREBEAM 401(k) Plan**.

**(a)           Plan Trust**. Immediately as of August 1, 2002 or prior to that time, SUREBEAM shallestablish, or cause to be established, a trust qualified under Code Section401(a), exempt from taxation under Code Section 501(a)(1), and forming part ofthe SUREBEAM 401(k) Plan.  The TITAN401(k) Plan and the SUREBEAM 401(k) Plan shall 

 

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provide that nodistribution of account balances shall be made on account of SUREBEAM ceasingto be an Affiliate of TITAN as of the Distribution Date.

**(b)           Assumption of Liabilities and Transfer ofAssets**.  On or before August 5, 2002: (i) theSUREBEAM 401(k) Plan shall assume and be solely responsible for all Liabilitiesto or relating to SUREBEAM Individuals under the TITAN 401(k) Plan other thanLiabilities arising prior to the transfer of assets described in the followingclause (ii) relating to breach of the trust or plan or failure of TITAN (or anythird party designated by TITAN to provide services under the TITAN PLANS) tocomply with applicable laws, regulations or agreements or the terms of a plan(including, without limitation, the failure of the TITAN 401(k) Plan to be a“qualified plan” under the Code); and (ii) TITAN shall cause the accounts ofthe SUREBEAM Individuals under the TITAN 401(k) Plan, and the assets in suchaccounts, which are held in trust as of August 2, 2002 to be transferred inkind to the SUREBEAM 401(k) Plan, and the related trust, with the TITAN stockto be transferred in kind and the remaining Plan assets to be liquidated andtransferred in cash,  and SUREBEAM shallcause such transferred accounts and assets to be accepted in kind by such planand trust.  Both TITAN and SUREBEAM shalluse their reasonable best efforts to enter into such mutually satisfactoryagreements to accomplish such assumptions and transfers, and SUREBEAM shall useits reasonable best efforts to enter into such agreements satisfactory toSUREBEAM to provide for the maintenance of the necessary participant records,the appointment of an initial trustee under the SUREBEAM 401(k) Plan, theengagement of an initial recordkeeper under such plans, and the selection ofone or more investment managers to manage the assets of the SUREBEAM 401(k)Plan.

**(c)           Notice of Events Requiring Shareholder Vote**. SUREBEAM will notify TITAN in advance of any events requiring ashareholder vote or shareholder action with respect to a tender and provideTITAN with a sufficient number of information packets to provide to all TITANPlan participants who hold SUREBEAM stock in their accounts.

**ARTICLE5GENERAL AND ADMINISTRATIVE**

**5.1          Accounting Methodologies and Assumptions**. For purposes of this Agreement, unlessspecifically indicated otherwise, the value of the assets of a Plan shall bethe value established for purposes of relevant audited or unaudited financialstatements for the period ending on the date as of which the valuation is to bemade.

**5.2          Sharing of Participant Information**. TITAN and SUREBEAM shall share witheach all participant information reasonably necessary to effectuate thetransfers and other transactions hereunder.

**5.3          Non-Termination of Employment; No Third-PartyBeneficiaries**.Except as expressly provided in this Agreement, no provision of this Agreementor any other agreements entered into between TITAN or a TITAN Entity andSUREBEAM or a SUREBEAM Entity relating to this Agreement shall be construed tocreate any right, or accelerate entitlement, to any compensation or benefitwhatsoever on the part of any SUREBEAM Individual or other future, 

 

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present or formeremployee of TITAN, a TITAN Entity, SUREBEAM, or a SUREBEAM Entity under anyTITAN Plan or SUREBEAM Plan or otherwise; or to continue to be employed by orreturn to employment with TITAN or a TITAN Entity, or SUREBEAM or a SUREBEAMEntity.  Without limiting the generalityof the foregoing: (i) the Distribution shall not cause any employee to bedeemed to have incurred a termination of employment which entitles suchindividual to the commencement of benefits under any of the TITAN Plans, withthe exception of the TITAN Deferred Compensation Plan, or any of the SUREBEAMPlans; and (ii) except as expressly provided in this Agreement, nothing in thisAgreement shall preclude SUREBEAM, at any time after the Close of theDistribution Date, from amending, merging, modifying, terminating, eliminating,reducing, or otherwise altering in any respect any SUREBEAM Plan, any benefitunder any SUREBEAM Plan or any trust, insurance policy or funding vehiclerelated to any SUREBEAM Plan.

**5.4          Beneficiary Designations**. As of July 1, 2002, SUREBEAM shall be responsible for ensuring that allSUREBEAM Individuals complete all of the applicable beneficiary designationforms for the SUREBEAM Plans.

**5.5          Requests For Agency Rulings and Opinions**.

**(a)           Cooperation**. SUREBEAM shall cooperate fully withTITAN on any issue relating to the transactions contemplated by this Agreementfor which TITAN elects to seek a determination letter or private letter rulingfrom the IRS, an advisory opinion from the DOL, or a no-action letter or otherruling from the SEC. TITAN shall cooperate fully with SUREBEAM with respect toany request for a determination letter or private letter ruling from the IRS,an advisory opinion from the DOL, or a no-action letter or other ruling fromthe SEC, with respect to any of the SUREBEAM Plans relating to the transactionscontemplated by this Agreement.

**(b)           Life Insurance**. To the extent the transfer orallocation of all or a portion of any life insurance policies results in anyadverse tax or legal consequences, including without limitation (i) any findingthat such transfer results in the creation of a modified endowment contractwithin the meaning of Code Section 7702A, a transfer for value within themeaning of Code Section 101(a), or a lack of insurable interest for eitherTITAN or SUREBEAM (or their respective trusts, if any), or (ii) multiple claimsfor insurance proceeds, TITAN and SUREBEAM shall take such steps as may benecessary to contest any such finding and, to the extent of any finaldetermination that such adverse tax or legal consequences will result, TITANand SUREBEAM shall make such further adjustments so as to place both parties inthe proportionate financial position that they each would have been in relativeto the other but for such adverse tax or legal consequences.

**5.6          Fiduciary Matters**. TITAN and SUREBEAM each acknowledgethat actions required to be taken pursuant to this Agreement may be subject tofiduciary duties or standards of conduct under ERISA or other applicable law,and no party shall be deemed to be in violation of this Agreement if it failsto comply with any provisions hereof based upon its good faith determinationthat to do so would violate such a fiduciary duty or standard.

 

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**5.7          Consent of Third Parties**. If any provision of this Agreement isdependent on the consent of any third party (such as a vendor or a union) andsuch consent is withheld, TITAN and SUREBEAM shall use their reasonable bestefforts to implement the applicable provisions of this Agreement to the fullextent practicable. If any provision of this Agreement cannot be implementeddue to the failure of such third party to consent, TITAN and SUREBEAM shallnegotiate in good faith to implement the provision in a mutually satisfactorymanner. The phrase “reasonable best efforts” as used herein shall not beconstrued to require the incurrence of any non-routine or unreasonable expenseor liability or the waiver of any right.

**ARTICLE6MISCELLANEOUS**

**6.1          Effect if Distribution Does Not Occur**. If the Distribution does not occur,then all actions and events that are, under this Agreement, to be taken oroccur effective as of the applicable effective date, or otherwise in connectionwith the Distribution, shall not be taken or occur except to the extentspecifically agreed by SUREBEAM and TITAN.

**6.2          Relationship of Parties**. Nothing in this Agreement shall bedeemed or construed by the parties or any third party as creating therelationship of principal and agent, partnership or joint venture between theparties, it being understood and agreed that no provision contained herein, andno act of the parties, shall be deemed to create any relationship between theparties other than the relationship set forth herein.

**6.3          Affiliates**. Each of TITAN and SUREBEAM shall causeto be performed, and hereby guarantees the performance of, all actions,agreements and obligations set forth in this Agreement to be performed by aTITAN Entity or a SUREBEAM Entity, respectively.

**6.4          Third Party Beneficiaries**. The provisions of this Agreement aresolely for the benefit of the parties and are not intended to confer upon anyPerson except the parties any rights or remedies hereunder, and there are nothird party beneficiaries of this Agreement and neither this Agreement shallprovide any third person with any remedy, claim, liability, reimbursement,claim of action or other right in excess of those existing without reference tothis Agreement.

**6.5          Notices**. All notices or other communications under thisAgreement or any Ancillary Agreement shall be in writing and shall be deemed tobe duly given when (a) delivered in person or (b) deposited in the UnitedStates mail or private express mail, postage prepaid, addressed as follows:

 

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If to TITAN, to:                    THE TITAN CORPORATION .

3033 Science Park Road

San Diego, CA 92121

Attn: President

With a copy to Secretaryat the same address.

 

 

If to SUREBEAM, to:          SUREBEAM Corporation

9276 Scranton Road

San Diego, CA  92121

Attn: President

 

With a copy to Secretaryat the same

address.

 

Either party may, bynotice to the other party, change the address to which such notices are to begiven.

**6.6          Severability**. If any provision of this Agreement orthe application thereof to any Person or circumstance is determined by a courtof competent jurisdiction to be invalid, void or unenforceable, the remainingprovisions hereof or thereof, or the application of such provision to Personsor circumstances or in jurisdictions other than those as to which it has beenheld invalid or unenforceable, shall remain in full force and effect and shallin no way be affected, impaired or invalidated thereby, so long as the economicor legal substance of the transactions contemplated hereby or thereby, as thecase may be, is not affected in any manner adverse to any party. Upon suchdetermination, the parties shall negotiate in good faith in an effort to agreeupon such a suitable and equitable provision to effect the original intent ofthe parties.

**6.7          Modification and Amendment; Entire Agreement**. This Agreement may not be modified oramended except in a writing signed by the parties. This Agreement sets forththe entire agreement of the parties hereto with respect to the subject matterhereof and supersedes all prior agreements and understandings between theparties with respect to the subject matter hereof.

**6.8          Dispute Resolution**. The parties acknowledge and agree thatthis Agreement and any dispute hereunder shall be subject to and governed bythe following dispute resolution procedure: If any question shall arise as tothe interpretation of this Agreement as to the rights, duties or liabilities ofeither party hereunder or as to any act, matter or thing arising out of orunder this Agreement which cannot be resolved by amicable agreement, the sameshall be referred to final and binding arbitration held in San Diego, California.  American Arbitration Association (“AAA”)rules relating to commercial arbitration will apply.  The parties will jointly select a single arbitrator from an AAApanel.  If the parties cannot agree onan arbitrator, they will each select an arbitrator and the two arbitrators soselected will pick the arbitrator who will decide the dispute.  The arbitrator will not have the authorityto award punitive, indirect, special or consequential damages. Arbitration awardsare not appealable and may be enforced through any court of competentjurisdiction.  The arbitrator must applyCalifornia law and has exclusive 

 

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authority to resolve anydispute relating to the interpretations, applicability or formation of thisAgreement.  Except as to obtaininginjunctive relief, the parties waive all rights to adjudication in a court oflaw and to a venue other than San Diego, CA.  Each party shall be responsible for the payment of its own attorney’sfees, and the parties shall split equally the costs of the arbitration.

**6.9          Governing Law**. To the extent not preempted byapplicable federal law, this Agreement shall be governed by, construed andinterpreted in accordance with the laws of the State of California, irrespectiveof the choice of laws principles of the State of California, as to all matters,including matters of validity, construction, effect, enforceability,performance and remedies.

**In Witness Whereof**, the parties have caused this EmployeeBenefits Agreement to be duly executed as of the day and year first abovewritten.
| THE TITAN CORPORATION: |
|------------------------|
|                   |
| By:                    |   |
|                   |   |
| Name:                  |   |
|                   |   |
| Title:                 |   |
|                   |
| SUREBEAM CORPORATION:  |
|                   |
| By:                    |   |
|                   |   |
| Name:                  |   |
|                   |   |
| Title:                 |   |

 

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**EXHIBIT A**

 

**SUREBEAM BENEFIT PLANS**

 

**EffectiveJuly 1, 2002**

 

Blue Cross HMO/PPO

Fortis Dental

VSP Vision Plan

MHN EAP

Standard Insurance

Life

Supplemental Life

Short-termDisability

Long-termDisability

Reliance Standard

Business TravelAccident

Igoe & Company

Flexible SpendingAccounts

CobraAdministration

 

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