Exhibit
10.26


 


AMENDMENT
2003-1 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 3.7 of the Plan is hereby amended by the addition of the
following sentence at the end thereof effective July 1, 2002:


 


“Notwithstanding
any provision of the Plan to the contrary, the Chief Executive Officer of the
Company shall have the following powers: 
the power to accelerate the vesting of any Participant’s Company
Discretionary Contribution Account, Company Matching Account and/or Company
Profit Sharing Account; and the power to waive the requirement that a
Participant must be employed on the last day of the Plan Year to avoid
forfeiture of the Annual Company Discretionary Contribution Amount, Annual
Company Matching Amount and/or Annual Company Profit Sharing Amount and
attributable earnings for the Plan Year in which the Participant terminates
employment with the Company.”


 


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


 


“(d)
Notwithstanding anything to the contrary contained in this Section 3.10, in the
event of a Participant’s Retirement, Disability or death while employed by an
Employer, a Participant’s Company Discretionary Contribution Account, Company
Matching Account and Company Profit Sharing Account shall immediately become
100% vested (if it is not already vested in accordance with the above vesting
schedules).”


 


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


 


“Notwithstanding
any provision of the Plan to the contrary, a Participant who did not
participate in either of the Predecessor Plans can allocate a portion of his or
her Account Balance into the Restricted Fixed Rate Fund if the Committee
determines that such Participant shall have that right.”


 


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


 


“4.5
                        Distribution Upon a Change in Control. Notwithstanding any other provision of
the Plan, if there is a Change in Control, 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


 


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Section 4.5, a
Participant’s vested account balance 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. 
If the Participant’s vested Account Balance at the time of the Change in
Control is less than $25,000, payment of his or her vested Account Balance
shall be in a lump sum.  If his or her
vested Account Balance at such time is equal to or greater than that amount,
the vested Account Balance shall be paid pursuant to the Annual Installment
Method of five years.  If the
Participant has made an alternative distribution election pursuant to Section
7.2 of the Plan, such election shall be effective with respect to the
distribution described in this Section 4.5 provided the Participant has filed
the election, in writing on forms prescribed by the Committee for this purpose,
at least thirteen months prior to the effective date of the Change in
Control.  If the Participant remains
employed by the Company after the Change in Control, the Participant can
continue to participate in the Plan under the terms of the Plan then in
effect.”


 


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


 


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


 


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


 


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


 


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any conflict
between any amendment adopted by the Committee pursuant to this Section 11.5
and any amendment adopted by the Chief Executive Officer and/or Chief Operating
Officer pursuant to Section 11.2, the amendment adopted by the Chief Executive
Officer and/or Chief Operating Officer pursuant to Section 11.2 shall take
precedence.”


 


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


 


	
   

  	
  The Titan Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gene W. Ray

  	
   

  
	
   

  	
   

  	
  Chief Executive Officer

  



 


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