Exhibit 10.2


 


UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF COLUMBIA


 


	
   

  	
  :

  	
   

  
	
  SECURITIES AND EXCHANGE COMMISSION,

  	
  :

  	
   

  
	
  450 Fifth Street, N.W.

  	
  :

  	
   

  
	
  Washington, D.C. 20549-0800,

  	
  :

  	
   

  
	
   

  	
  :

  	
   

  
	
  Plaintiff,

  	
  :

  	
  Civ. Action
  No.         

  
	
   

  	
  :

  	
   

  
	
  v.

  	
  :

  	
   

  
	
   

  	
  :

  	
   

  
	
  THE TITAN CORPORATION,

  	
  :

  	
   

  
	
  3033 Science Park Road

  	
  :

  	
   

  
	
  San Diego, CA 92121-1199

  	
  :

  	
  CONSENT

  
	
   

  	
  :

  	
   

  
	
  Defendant.

  	
  :

  	
   

  
	
   

  	
  :

  	
   

  



 


 


CONSENT
OF DEFENDANT TITAN
CORPORATION TO ENTRY OF
JUDGMENT


 


1.                                       Defendant, The
Titan Corporation (“Defendant” or “Titan”), waives service of a summons and the
complaint in this action, enters a general appearance, and admits the Court’s
jurisdiction over Titan and over the subject matter of this action, and waives
the filing of an answer.


 


2.                                       Without
admitting or denying the allegations of the complaint (except as to personal
and subject matter jurisdiction, which Titan admits), Titan hereby consents to
the entry of the Final Judgment in the form attached hereto (the “Final
Judgment”) and incorporated by reference herein, which, among other things:


 


(a)            Permanently restrains
and enjoins Titan from violating Sections 30A, 13(b)(2)(A), 13(b)(2)(B) and
13(b)(5) of the Securities and Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. §§ 78dd-1;
78m(b)(2)(A) and (B); 78m(b)(5)],
and Rule 13b2-1 thereunder [17 C.F.R. § 240.13b2-1];


 





















 


(b)           Orders Titan to pay
disgorgement in the amount of $12,620,000, plus prejudgment interest thereon in
the amount of $2,859,195.47;


 


(c)            Orders Titan to pay a
civil penalty in the amount of $13,000,000, pursuant to Sections 21(d) and 32(c)
of the Exchange Act [15 U.S.C. §§ 78u(d) and 78ff(c)], but provides this
penalty shall be deemed satisfied by full payment of criminal fines, totaling
$13,000,000, by Titan in the pending criminal case before the United States
District Court for the Southern District of California styled United States v. The Titan Corporation; and


 


(d)           Orders Titan, through
its Board of Directors, within 30 days after the date of entry of the Final
Judgment, to retain a qualified independent consultant (the “Consultant”) to
review Titan’s policies and procedures as they relate to Titan’s compliance
with the books-and-records, internal accounting controls and anti-bribery
provisions of the Foreign Corrupt Practices Act, codified at Sections
13(b)(2)(A), 13(b)(2)(B) and 30A of the Exchange Act [15 U.S.C. §§ 78m(b)(2)(A)
and (B) and 78dd-1] and to adopt the Consultant’s recommendations.


 


3.                                       Titan
agrees that it shall not seek or accept, directly or indirectly, reimbursement
or indemnification from any source, including but not limited to payment made
pursuant to any insurance policy, with regard to any civil penalty amounts that
Titan pays pursuant to the Final Judgment. 
Titan further agrees that it shall not claim, assert, or apply for a tax
deduction or tax credit with regard to any federal, state, or local tax for any
penalty amounts that Titan pays pursuant to the Final Judgment.


 


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4.                                       Titan waives the
entry of findings of fact and conclusions of law pursuant to Rule 52 of the
Federal Rules of Civil Procedure.


 


5.                                       Titan waives the
right, if any, to appeal from the entry of the Final Judgment.


 


6.                                       Titan enters
into this Consent voluntarily and represents that no threats, offers, promises,
or inducements of any kind have been made by the Commission or any member,
officer, employee, agent, or representative of the Commission to induce Titan
to enter into this Consent.


 


7.                                       Titan agrees
that this Consent shall be incorporated into the Final Judgment with the same
force and effect as if fully set forth therein.


 


8.                                       Titan will not
oppose the enforcement of the Final Judgment on the ground, if any exists, that
it fails to comply with Rule 65(d) of the Federal Rules of Civil Procedure, and
hereby waives any objection based thereon.


 


9.                                       Titan waives
service of the Final Judgment and agrees that entry of the Final Judgment by
the Court and filing with the Clerk of the Court will constitute notice to
Titan of its terms and conditions.  Titan
further agrees to provide counsel for the Commission, within thirty days after
the Final Judgment is filed with the Clerk of the Court, with an affidavit or
declaration stating that Titan has received and read a copy of the Final
Judgment.


 


10.                                 Consistent with 17 C.F.R. § 202.5(f), this Consent resolves only the
claims asserted against Titan in this civil proceeding.  Titan acknowledges that no promise or representation
has been made by the Commission or any member,
officer, employee, agent, or representative of the Commission, with regard to any
criminal liability that may have arisen or may arise from the facts underlying
this action or immunity from any such criminal liability.  Titan waives any claim of Double Jeopardy based upon the settlement of
this proceeding,


 


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including
the imposition of any remedy or civil penalty herein.  Titan further acknowledges that
the Court’s entry of a permanent injunction may have collateral consequences
under federal or state law and the rules and regulations of self-regulatory
organizations, licensing boards, and other regulatory organizations.  Such collateral consequences include, but are
not limited to, a statutory disqualification with respect to membership or
participation in, or association with a member of, a self-regulatory
organization.  This statutory
disqualification has consequences that are separate from any sanction imposed
in an administrative proceeding.  In addition, in any disciplinary proceeding
before the Commission based on the entry of the injunction in this action,
Titan understands that it shall not be permitted to contest the factual
allegations of the complaint in this action.


 


11.                                 Titan understands and
agrees to comply with the Commission’s policy “not to permit a defendant or
respondent to consent to a judgment or order that imposes a sanction while
denying the allegation in the complaint or order for proceedings.”  17 C.F.R. § 202.5.  In compliance with this policy, Titan
agrees:  (i) not to take any action or to
make or permit to be made any public statement denying, directly or indirectly,
any allegation in the complaint or creating the impression that the complaint
is without factual basis; and (ii) that upon the filing of this Consent, Titan
hereby withdraws any papers filed in this action to the extent that they deny
any allegation in the complaint.  If
Titan breaches this agreement, the Commission may petition the Court to vacate
the Final Judgment and restore this action to its active docket.  Nothing in this paragraph affects Titan’s:  (i) testimonial obligations; or (ii) right to take legal or factual positions
in litigation or other legal proceedings in which the Commission is not a
party.


 


12.                                 Titan hereby waives any
rights under the Equal Access to Justice Act, the Small Business Regulatory
Enforcement Fairness Act of 1996, or any other provision of law to pursue


 


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reimbursement of attorney’s fees or other
fees, expenses, or costs expended by Titan to defend against this action.  For these purposes, Titan agrees that Titan
is not the prevailing party in this action since the parties have reached a
good faith settlement.


 


13.                                 In connection with
this action and any related judicial or administrative proceeding or
investigation commenced by the Commission or to which the Commission is a
party, Titan (i) agrees to make available its employees and agents to appear
and be interviewed by Commission staff at such times and places as the staff
requests upon reasonable notice; (ii) will accept service by mail or facsimile
transmission of notices or subpoenas issued by the Commission for documents or
testimony at depositions, hearings, or trials, or in connection with any
related investigation by Commission staff; (iii) appoints Titan’s undersigned attorney
as agent to receive service of such notices and subpoenas; (iv) with respect to
such notices and subpoenas, waives the territorial limits on service contained
in Rule 45 of the Federal Rules of Civil Procedure and any applicable local
rules, provided that the party requesting the testimony reimburses Titan’s
travel, lodging, and subsistence expenses at the then-prevailing U.S.
Government per diem rates; and (v) consents to personal jurisdiction over Titan
in any United States District Court for purposes of enforcing any such
subpoena.


 


15.                                 Titan
agrees that the Commission may present the Final Judgment to the Court for
signature and entry without further notice.


 


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16.                                 Titan agrees that this
Court shall retain jurisdiction over this matter for the purpose of enforcing
the terms of the Final Judgment.


 


	
  Dated:

  	
    February 22, 2005

  	
   

  	
  THE TITAN CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
    /s/ David W. Danjczek

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  3033 Science Park Road

  
	
   

  	
   

  	
   

  	
  San Diego, CA 92121-1199

  



 


On February 22,
2005, Martin J. Weinstein, a person known to me, personally appeared before me
and acknowledged executing the foregoing Consent with full authority to do so
on behalf of Titan as its counsel.


 


 


	
   

  	
   

  	
  /s/  Bonnie Hiran

  	
   

  
	
   

  	
   

  	
  Notary Public

  
	
   

  	
   

  	
  Commission expires: January 1, 2009

  



 


Approved as to form:


 


 


	
    /s/ Martin J. Weinstein

  	
   

  
	
  Martin J. Weinstein, Esq.
  (counsel for Titan)

  
	
  Willkie
  Farr & Gallagher LLP

  
	
  1875
  K Street, NW

  
	
  Washington,
  DC 20006-1238

  
	
  Phone:
  (202) 303-1000

  
	
  Fax: (202) 303-2000

  



 


 


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UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF COLUMBIA


 


	
   

  	
  :

  	
   

  
	
  SECURITIES AND EXCHANGE COMMISSION,

  	
  :

  	
   

  
	
  450 Fifth Street, N.W.

  	
  :

  	
   

  
	
  Washington, D.C. 20549-0800,

  	
  :

  	
   

  
	
   

  	
  :

  	
   

  
	
  Plaintiff,

  	
  :

  	
  Civ. Action
  No.         

  
	
   

  	
  :

  	
   

  
	
  v.

  	
  :

  	
   

  
	
   

  	
  :

  	
   

  
	
  THE TITAN CORPORATION,

  	
  :

  	
   

  
	
  3033 Science Park Road

  	
  :

  	
   

  
	
  San Diego, CA 92121-1199

  	
  :

  	
  FINAL JUDGMENT

  
	
   

  	
  :

  	
   

  
	
  Defendant.

  	
  :

  	
   

  



 


FINAL JUDGMENT AS TO THE TITAN CORPORATION


 


The Securities and Exchange Commission having
filed a Complaint and Defendant, The Titan Corporation (“Titan”), having
entered a general appearance; consented to the Court’s jurisdiction over Titan
and the subject matter of this action; consented to entry of this Final
Judgment without admitting or denying the allegations of the Complaint (except
as to jurisdiction); waived findings of fact and conclusions of law; and waived
any right to appeal from this Final Judgment:


 


I.


 


IT IS HEREBY ORDERED,
ADJUDGED, AND DECREED that Titan and Titan’s agents, servants, employees, attorneys, and
all persons in active concert or participation with them who receive actual
notice of this Final Judgment by personal service or otherwise are permanently
restrained and enjoined from violating Section 30A of the Securities
Exchange Act of 1934 (the “Exchange Act”) [15 U.S.C. § 78dd-1] by making use
of the mails or any means or


 





















 


instrumentalities of interstate commerce corruptly in furtherance of an
offer, payment, promise to pay, or authorization of the payment of any money,
or offer, gift, promise to give, or authorization of the giving of anything of
value to –


 


(1)          any foreign official for
purposes of –


 


(A)(i) influencing any act or decision of
such foreign official in his official capacity, (ii) inducing such foreign
official to do or omit to do any act in violation of the lawful duty of such
official, or (iii) securing any improper advantage; or


 


(B) inducing such foreign official to use his
influence with a foreign government or instrumentality thereof to affect or
influence any act or decision of such government or instrumentality, in order
to assist in obtaining or retaining business for or with, or directing business
to, any person;


 


(2) any foreign political party or official
thereof or any candidate for foreign political office for purposes of –


 


(A) (i) influencing any act or decision of
such party, official, or candidate in its or his official capacity, (ii)
inducing such party, official, or candidate to do or omit to do an act in
violation of the lawful duty of such party, official, or candidate, or (iii)
securing any improper advantage; or


 


(B) inducing such party, official, or
candidate to use its or his influence with a foreign government or
instrumentality thereof to affect or influence any act or decision of such
government or instrumentality, in order to assist in obtaining or retaining
business for or with, or directing business to, any person; or


 


(3) any person, while knowing that all or a
portion of such money or thing of value will be offered, given, or promised,
directly or indirectly, to any foreign official, to any


 


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foreign political party or official thereof,
or to any candidate for foreign political office, for the purposes of –


 


(A)(i) influencing any act or decision of such
foreign official, political party, party official, or candidate in his or its
official capacity, (ii) inducing such foreign official, political party, party
official, or candidate to do or to omit to do any act in violation of the
lawful duty of such foreign official, political party, party official, or
candidate or, (iii) securing any improper advantage; or


 


(B) inducing such foreign official, political
party, party official, or candidate to use his or its influence with a foreign
government or instrumentality thereof to affect or influence any act or
decision of such government or instrumentality, in order to assist in obtaining
or retaining business for or with, or directing business to, any person.


 


II.


 


IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND
DECREED that
Titan and Titan’s agents, servants, employees, attorneys, and all persons in
active concert or participation with them who receive actual notice of this
Final Judgment by personal service or otherwise are permanently restrained and
enjoined from violating, directly or indirectly, Sections 13(b)(2)(A) and
13(b)(2)(B) of the Exchange Act [15 U.S.C. §§ 78m(b)(2)(A) and
78m(b)(2)(B)] by failing, or causing the failure of any issuer having a class
of securities registered pursuant to Section 12 of the Exchange Act [15
U.S.C. § 78l] or that is required to file reports pursuant to Section 15(d)
of the Exchange Act [15 U.S.C. § 78o(d)], to


 


(A) make and keep books, records, and
accounts, which, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of the assets of the issuer; or


 


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(B) devise and maintain a system of internal
accounting controls sufficient to provide reasonable assurances that (i)
transactions are executed in accordance with management’s general or specific
authorization; (ii) transactions are recorded as necessary (I) to permit
preparation of financial statements in conformity with generally accepted
accounting principles or any other criteria applicable to such statements, and
(II) to maintain accountability for assets; (iii) access to assets is permitted
only in accordance with management’s general or specific authorization; and
(iv) the recorded accountability for assets is compared with the existing
assets at reasonable intervals and appropriate action is taken with respect to
any differences.


 


III.


 


IT IS HEREBY FURTHER
ORDERED, ADJUDGED, AND DECREED that Titan and Titan’s agents, servants, employees, attorneys,
and all persons in active concert or participation with them who receive actual
notice of this Final Judgment by personal service or otherwise are permanently
restrained and enjoined from, knowingly circumventing or knowingly failing to
implement a system of internal accounting controls, or knowingly falsifying, or
directly or indirectly falsifying or causing to be falsified, any book, record,
or account described in Section 13(b)(2)
of the Exchange Act [15 U.S.C. § 78m(b)(2)], in violation of Section 13(b)(5)
of the Exchange Act and Rule 13b2-1
thereunder [15 U.S.C. § 78m(b)(5) and 17 C.F.R. § 240.13b2-1].


 


IV.


 


IT
IS FURTHER ORDERED, ADJUDGED, AND DECREED that, within thirty (30) days after the date of
entry of this Final Judgment, Titan, through its Board of Directors, shall, at
Titan’s expense retain a qualified independent consultant (the “Consultant”),
not unacceptable to


 


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the staff of the Commission, to review Titan’s policies and procedures
as they relate to compliance with the books-and-records, internal accounting
controls, and anti-bribery provisions of the Foreign Corrupt Practices Act,
codified at Sections 13(b)(2)(A), 13(b)(2)(B) and 30A of the Exchange Act [15
U.S.C. §§ 78m(b)(2)(A) & (B) and 78dd-1].  Titan shall cooperate fully with the Consultant
in this review and shall provide the Consultant with access to its files,
books, records, personnel and agents as reasonably requested for review.  Within ninety (90) days after appointment,
the Consultant shall complete its review and submit a report documenting its
findings and making recommendations (the “Report”) to Titan’s Board of
Directors, a copy of which shall be transmitted contemporaneously to Richard W.
Grime, Assistant Director, Division of Enforcement, Securities and Exchange
Commission, 450 Fifth Street, N.W., Washington, D.C., 20549-0800.  The Report shall include, without limitation,
recommendations concerning policies, procedures and practices necessary to
remedy (i) the failures alleged in the complaint, and (ii) any further failures
described in the Report.  The Consultant shall have the
option to seek an extension of time by making a written request to the
Commission staff at the address set forth above, and to Titan.  Within ninety (90) days after receiving the
Report, Titan shall adopt and implement all
recommendations contained therein; provided, however, that as to any
recommendation that Titan believes is unduly burdensome or impractical, Titan
may suggest, within thirty (30) days of receiving the Report, an alternative
policy or procedure designed to achieve the same objective, submitted in
writing to the Consultant and the Commission staff (at the address listed
above). 
Titan and the
Consultant shall then attempt in good faith to reach agreement as to any policy
or procedure as to which there is any dispute and the Consultant shall
reasonably evaluate any alternative policy or procedure proposed by Titan.  Such discussion and evaluation by Titan and
the Consultant shall conclude within sixty (60) days of Titan’s receipt of


 


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the Report, whether Titan and the Consultant have reached agreement or
not.  At that time, the Consultant shall
inform Titan and the Commission (at the address listed above) of his or her
determination concerning any recommendation that Titan had believed was unduly
burdensome or impractical.  Titan will
then abide by the Consultant’s ultimate determinations with regard thereto and
shall adopt and implement those recommendations deemed appropriate by the Consultant
within ninety (90) days after final agreement or determination by the
Consultant.  Within 150 days of receipt
of the Consultant’s Report, Titan shall submit an affidavit to the Commission
staff (at the address set forth above) certifying that it has adopted and
implemented the recommendations of the Consultant.  Titan shall specify in its affidavit that it
adopted and implemented all uncontested recommendations within the prescribed
initial ninety (90) day period.


 


To ensure the
independence of the Consultant, Titan (i) shall not have the authority to
terminate the Consultant without the prior written approval of the Commission
staff; and (ii) shall compensate the Consultant, and persons engaged to assist
the Consultant, for services rendered pursuant to this Final Judgment at their
reasonable and customary rates.  For the
period of the engagement and for a period of two (2) years from the completion
of the engagement, the Consultant shall not enter into any employment,
consultant, attorney-client, auditing or other professional relationship with
Titan, or any of its present or former affiliates, directors, officers,
partners, employees, or agents
acting in their capacity as such.  Any
firm with which the Consultant is affiliated or of which he/she is a member,
and any person engaged to assist the Consultant in performance of his/her
duties under this Final Judgment shall not, without prior written consent of
the Commission staff, enter into any employment, consultant, attorney-client,
auditing or other professional relationship with Titan, or any of its present
or former affiliates,


 


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directors, officers,
employees, or agents acting in their capacity as such for the period of the
engagement and for a period of two (2) years after the engagement.


 


In the event
that Titan is acquired by another company and becomes a wholly-owned subsidiary
of the acquiring company before it has fully complied with all of the terms of
this section, Titan’s obligations under this section shall remain in
effect only as to Titan as a wholly-owned subsidiary. In the event that
Titan is acquired by another company and ceases to be a wholly-owned subsidiary
of such acquiring company before Titan has fully complied with all of the terms
of this paragraph, the acquiring company shall assume Titan’s obligations under
this paragraph.  In the event that
any Titan subsidiary is acquired and that subsidiary no longer operates as part
of a registrant with the Commission under Exchange Act Section 12(b) [15
U.S.C. § 78l(b)], or as part
of an entity required to file reports with the Commission pursuant to Exchange
Act Section 15(d) [15 U.S.C. § 78o(d)],
Titan’s obligations under this paragraph shall not apply to such subsidiary.


 


V.


 


IT IS FURTHER
ORDERED, ADJUDGED, AND DECREED that Titan shall pay
disgorgement of $12,620,000, representing profits gained as a result of the
conduct alleged in the Complaint, together with prejudgment interest thereon in
the amount of $2,859,195.47, for a total of $15,479,195.47.  Titan shall satisfy this obligation by paying
$15,479,195.47 within ten (10) business days after entry of this Final Judgment
by certified check, bank cashier’s check, or United States postal money order
payable to the Securities and Exchange Commission.  The payment shall be delivered or mailed to
the Office of Financial Management, Securities and Exchange Commission,
Operations Center, 6432 General Green Way, Mail Stop 0-3, Alexandria, Virginia
22312, and shall be accompanied by a letter identifying Titan as a


 


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defendant in this action; setting forth the title and civil action
number of this action and the name of this Court; and specifying that payment
is made pursuant to this Final Judgment. 
A copy of the cover letter and money order or check shall also be sent
to Richard W. Grime, Assistant Director, Division of Enforcement, Securities
and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C.
20549-0800.  By making this payment,
Titan relinquishes all legal and equitable right, title, and interest in such
funds, and no part of the funds shall be returned to Titan.


 


VI.


 


IT IS FURTHER
ORDERED, ADJUDGED, AND DECREED that Titan shall pay a
civil penalty in the amount of $13,000,000, pursuant to Sections 21(d) and
32(c) of the Exchange Act [15 U.S.C. § 78u(d) and 78ff(c)].  This civil penalty shall be deemed satisfied
by full payment of criminal fines, totaling $13,000,000, by Titan in the
criminal case before the United States District Court for the Southern District
of California styled United States v. The Titan
Corporation.  In the event
that full payment of these criminal fines is not made within thirty (30) days
of the date they are imposed, the civil penalty ordered herein shall become
immediately due and payable, and Titan shall pay that amount by certified
check, bank cashier’s check, or United States postal money order payable to the
Securities and Exchange Commission.  The
payment shall be delivered or mailed to the Office of Financial Management,
Securities and Exchange Commission, Operations Center, 6432 General Green Way,
Mail Stop 0-3, Alexandria, Virginia 22312, and shall be accompanied by a letter
identifying Titan as a defendant in this action; setting forth the title and
civil action number of this action and the name of this Court; and specifying
that payment is made pursuant to this Final Judgment.  A copy of the cover letter and money order or
check shall also be sent to Richard W. Grime, Assistant Director, Division of


 


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Enforcement, Securities and Exchange Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549-0800.


 


VII.


 


IT IS FURTHER
ORDERED, ADJUDGED, AND DECREED that the Consent is
incorporated herein with the same force and effect as if fully set forth
herein, and that Titan shall comply with all of the undertakings and agreements
set forth therein.


 


VIII.


 


IT IS FURTHER
ORDERED, ADJUDGED, AND DECREED that this Court shall
retain jurisdiction of this matter pursuant to Rule 65(d) of the Federal Rules
of Civil Procedure, for all purposes, including the implementation and
enforcement of this Final Judgment.


 


IX.


 


IT IS FURTHER ORDERED, ADJUDGED, AND DECREED
that, there being no just cause for delay, the Clerk of the Court is hereby
directed, pursuant to Rule 54(b) of the Federal Rules of Civil Procedure, to
enter this Final Judgment forthwith.


 


 


SO ORDERED, this
             day of
                                                      ,
2005.


 


 




	
   

  	
   

  	
   

  
	
   

  	
  UNITED STATES DISTRICT JUDGE

  






 


 


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