made.
5.2
Sharing of Participant Information. TITAN and SUREBEAM shall share
with each all participant information reasonably necessary to effectuate the
transfers and other transactions hereunder.
5.3
Non-Termination of Employment; No Third-Party Beneficiaries. Except
as expressly provided in this Agreement, no provision of this Agreement or any
other agreements entered into between TITAN or a TITAN Entity and SUREBEAM or a
SUREBEAM Entity relating to this Agreement shall be construed to create any
right, or accelerate entitlement, to any compensation or benefit whatsoever on
the part of any SUREBEAM Individual or other future,
6
present or former employee of TITAN, a TITAN Entity, SUREBEAM, or a SUREBEAM
Entity under any TITAN Plan or SUREBEAM Plan or otherwise; or to continue to be
employed by or return to employment with TITAN or a TITAN Entity, or SUREBEAM or
a SUREBEAM Entity.
Without limiting the generality of the foregoing: (i) the
Distribution shall not cause any employee to be deemed to have incurred a
termination of employment which entitles such individual to the commencement of
benefits under any of the TITAN Plans, with the exception of the TITAN Deferred
Compensation Plan, or any of the SUREBEAM Plans; and (ii) except as expressly
provided in this Agreement, nothing in this Agreement shall preclude SUREBEAM,
at any time after the Close of the Distribution Date, from amending, merging,
modifying, terminating, eliminating, reducing, or otherwise altering in any
respect any SUREBEAM Plan, any benefit under any SUREBEAM Plan or any trust,
insurance policy or funding vehicle related to any SUREBEAM Plan.
5.4
Beneficiary Designations.
As of July 1, 2002, SUREBEAM shall be
responsible for ensuring that all SUREBEAM Individuals complete all of the
applicable beneficiary designation forms for the SUREBEAM Plans.
5.5
Requests For Agency Rulings and Opinions.
(a)
Cooperation. SUREBEAM shall cooperate fully with TITAN on any
issue relating to the transactions contemplated by this Agreement for which
TITAN elects to seek a determination letter or private letter ruling from the
IRS, an advisory opinion from the DOL, or a no-action letter or other ruling
from the SEC. TITAN shall cooperate fully with SUREBEAM with respect to any
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 from the
SEC, with respect to any of the SUREBEAM Plans relating to the transactions
contemplated by this Agreement.
(b)
Life Insurance. To the extent the transfer or allocation of all or
a portion of any life insurance policies results in any adverse tax or legal
consequences, including without limitation (i) any finding that such transfer
results in the creation of a modified endowment contract within the meaning of
Code Section 7702A, a transfer for value within the meaning of Code Section
101(a), or a lack of insurable interest for either TITAN or SUREBEAM (or their
respective trusts, if any), or (ii) multiple claims for insurance proceeds,
TITAN and SUREBEAM shall take such steps as may be necessary to contest