Exhibit
10.27


 


AMENDMENT
2003-2 TO

THE TITAN CORPORATION

DEFERRED COMPENSATION PLAN


 


The Chief Executive
Officer of the Titan Corporation hereby adopts the following amendment to the
Titan Corporation Deferred Compensation Plan (the “Plan”):


 


1.  Section 4.5 of the Plan is hereby
amended in its entirety to read as follows effective November 1, 2003:


 


“4.5                           Distribution
Upon a Change in Control. Notwithstanding any other provision of the Plan,
if there is a Change in Control, no deferrals will be made under the Plan with
respect to periods following the Change in Control and all vested Account
Balances under the Plan shall immediately be distributed or commence to be
distributed in accordance with this Section 4.5.  For purposes of this Section 4.5, the vested account balance
of a Participant who is an active Employee of the Company on the date of the
Change in Control will be determined: (a) 
by crediting the Participant with a Year of Service 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 the last day of the Plan Year
to avoid forfeiture of the Annual Company Matching Amount and attributable
earnings for the Plan Year in which the Participant terminates employment with
the Company.  On or before
December 31 of the calendar year preceding the calendar year in which the
Change in Control occurs and prior to the satisfaction of all shareholder
approval and all regulatory approval requirements that may be applicable to such
Change in Control or such earlier date as the Committee shall designate, a
Participant whose vested Account Balance exceeds $25,000 as of the
September 30 preceding the last day on which such election could be made
can elect whether the Participant’s vested Account Balance will be paid: (a) in
a single lump sum; or (b) pursuant to the Annual Installment Method over five
years.   The vested Account Balance of
any Participant not described in the prior sentence will be paid automatically
in a single lump sum.  If a Participant
who is entitled to make an election fails to do so, the Participant’s vested
Account Balance will be paid in a single lump sum.  If the Participant has made an alternative distribution election
pursuant to any other provision of the Plan but has not commenced to receive
distributions as of the date of the Change in Control, such election shall be
void and shall have no force or effect. 
If, as of the date of the Change in Control, a Participant has commenced
to receive distributions under the Plan under an Annual Installment Method with
more than five years of installments remaining to be paid at the time of the
Change in Control, the Participant’s unpaid vested Account Balance as of the
Change in Control will thereafter be paid


 


1

















 


pursuant to the Annual
Installment Method over five years determined from the date of the Change in
Control.”


 


IN WITNESS WHEREOF, the
Chief Executive Officer of the Titan Corporation has caused this amendment to
be executed this 22nd day of December 2003.


 


 


	
   

  	
  The Titan Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gene W. Ray

  	
   

  
	
   

  	
  Chief
  Executive Officer

  



 


2