**Exhibit10.26**

 

**AMENDMENT2003-1 TO**

**THETITAN CORPORATION**

**DEFERREDCOMPENSATION PLAN**

 

 

The Chief Executive Officer of the Titan Corporationhereby adopts the following amendment to the Titan Corporation DeferredCompensation Plan (the “Plan”):

 

1.     Section 3.7 of the Plan is hereby amended by the addition of thefollowing sentence at the end thereof effective July 1, 2002:

 

“Notwithstandingany provision of the Plan to the contrary, the Chief Executive Officer of theCompany shall have the following powers: the power to accelerate the vesting of any Participant’s CompanyDiscretionary Contribution Account, Company Matching Account and/or CompanyProfit Sharing Account; and the power to waive the requirement that aParticipant must be employed on the last day of the Plan Year to avoidforfeiture of the Annual Company Discretionary Contribution Amount, AnnualCompany Matching Amount and/or Annual Company Profit Sharing Amount andattributable earnings for the Plan Year in which the Participant terminatesemployment with the Company.”

 

2.     Section 3.10 of the Plan is hereby amended by the addition ofthe following paragraph (d) at the end thereof effective January 1, 2002:

 

“(d)Notwithstanding anything to the contrary contained in this Section 3.10, in theevent of a Participant’s Retirement, Disability or death while employed by anEmployer, a Participant’s Company Discretionary Contribution Account, CompanyMatching Account and Company Profit Sharing Account shall immediately become100% vested (if it is not already vested in accordance with the above vestingschedules).”

 

3.     Section 3.11(d) of the Plan is hereby amended by the addition ofthe following sentence at the end thereof effective January 1, 2003:

 

“Notwithstandingany provision of the Plan to the contrary, a Participant who did notparticipate in either of the Predecessor Plans can allocate a portion of his orher Account Balance into the Restricted Fixed Rate Fund if the Committeedetermines that such Participant shall have that right.”

 

4.     Article IV of the Plan is amended by the addition of thefollowing Section 4.5 at the end thereof effective April 1, 2003:

 

“4.5                        Distribution Upon a Change in Control. Notwithstanding any other provision ofthe Plan, if there is a Change in Control, all vested Account Balances underthe Plan shall immediately be distributed or commence to be distributed inaccordance with this Section 4.5.  Forpurposes of this

 

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Section 4.5, aParticipant’s vested account balance will be determined: (a)  by crediting the Participant with a Year ofService for the year of employment in which the Change in Control occurs; and(b) without applying the provision that a Participant must be employed on thelast day of the Plan Year to avoid forfeiture of the Annual Company MatchingAmount and attributable earnings for the Plan Year in which the Participantterminates employment with the Company. If the Participant’s vested Account Balance at the time of the Change inControl is less than $25,000, payment of his or her vested Account Balanceshall be in a lump sum.  If his or hervested Account Balance at such time is equal to or greater than that amount,the vested Account Balance shall be paid pursuant to the Annual InstallmentMethod of five years.  If theParticipant has made an alternative distribution election pursuant to Section7.2 of the Plan, such election shall be effective with respect to thedistribution described in this Section 4.5 provided the Participant has filedthe election, in writing on forms prescribed by the Committee for this purpose,at least thirteen months prior to the effective date of the Change inControl.  If the Participant remainsemployed by the Company after the Change in Control, the Participant cancontinue to participate in the Plan under the terms of the Plan then ineffect.”

 

5.     Section 7.2 of the Plan is hereby amended by the addition of thefollowing sentence at the end thereof effective April 1, 2002:

 

“Notwithstandingthe foregoing, a Participant whose Termination Benefit would otherwise be paidpursuant to an Annual Installment Method of five years may elect that his orher Termination Benefit be paid in the form of a single lump sum, provided thatthe Participant files a written election with the Committee, on formsprescribed by the Committee for this purpose, at least thirteen months prior tohis or her Termination of Employment.”

 

6.     Article XI of the Plan is amended by the addition of thefollowing Section 11.5 at the end thereof effective April 1, 2003:

 

“11.5                  Committee Power with Respect to PlanAmendments.  In addition to the power of the ChiefExecutive Officer and/or Chief Operating Officer to amend the Plan set forth inSection 11.2 and subject to Section 11.3, the Committee shall also have thepower to amend or modify the Plan; provided, however, that: (i) no amendment ormodification shall be effective to decrease or restrict the value of aParticipant’s vested Account Balance in existence at the time the amendment ormodification is made, calculated as if the Participant had experienced aTermination of Employment as of the effective date of the amendment ormodification or, if the amendment or modification occurs after the date uponwhich the Participant was eligible to Retire, the Participant had Retired as ofthe effective date of the amendment or modification; and (ii) in the event of

 

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any conflictbetween any amendment adopted by the Committee pursuant to this Section 11.5and any amendment adopted by the Chief Executive Officer and/or Chief OperatingOfficer pursuant to Section 11.2, the amendment adopted by the Chief ExecutiveOfficer and/or Chief Operating Officer pursuant to Section 11.2 shall takeprecedence.”

 

IN WITNESSWHEREOF, the Chief Executive Officer of the Titan Corporation has caused thisamendment to be executed this 18th day of September 2003.

 
|   | The Titan Corporation |
|--------|-----------------------|
|   |                  |
|   |                  |
|   | By:                   | /s/ Gene W. Ray |   |
|   |                  | Chief Executive Officer |

 

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