DATE.
THE PLAN SHALL BE EFFECTIVE AS OF THE DATE OF ITS
ADOPTION BY THE BOARD (THE "EFFECTIVE DATE"), SUBJECT TO THE APPROVAL THEREOF BY
THE STOCKHOLDERS OF TITAN ENTITLED TO VOTE THEREON WITHIN 12 MONTHS OF SUCH
DATE.
IN THE EVENT THAT SUCH STOCKHOLDER APPROVAL IS NOT OBTAINED WITHIN SUCH
TIME PERIOD, THE PLAN AND ANY OPTIONS GRANTED UNDER THE PLAN ON OR PRIOR TO THE
EXPIRATION OF SUCH 12 MONTH PERIOD SHALL BE VOID AND OF NO FURTHER FORCE AND
EFFECT.
20.
TERMINATION OF PLAN.
UNLESS TERMINATED EARLIER BY THE BOARD IN
ACCORDANCE WITH SECTION 18 ABOVE, THE PLAN SHALL TERMINATE ON, AND NO FURTHER
OPTIONS MAY BE GRANTED AFTER, THE TENTH ANNIVERSARY OF THE EFFECTIVE DATE.
21.
SEVERABILITY.
IN THE EVENT THAT ANY ONE OR MORE PROVISIONS OF THE
PLAN OR AN OPTION AGREEMENT, OR ANY ACTION TAKEN PURSUANT TO THE PLAN OR AN
OPTION AGREEMENT, SHOULD, FOR ANY REASON, BE UNENFORCEABLE OR INVALID IN ANY
RESPECT UNDER THE LAWS OF THE UNITED STATES, ANY STATE OF THE UNITED STATES OR
ANY OTHER JURISDICTION, SUCH UNENFORCEABILITY OR INVALIDITY SHALL NOT AFFECT ANY
OTHER PROVISION OF THE PLAN OR OPTION AGREEMENT, BUT IN SUCH PARTICULAR
JURISDICTION AND INSTANCE THE PLAN AND/OR OPTION AGREEMENT, AS APPLICABLE, SHALL
BE CONSTRUED AS IF SUCH UNENFORCEABLE OR INVALID PROVISION HAD NOT BEEN
CONTAINED THEREIN OR IF THE ACTION IN QUESTION HAD NOT BEEN TAKEN THEREUNDER.
22.
CANCELLATION AND NEW GRANT OF OPTIONS, ETC. THE COMMITTEE SHALL
HAVE THE AUTHORITY TO EFFECT, AT ANY TIME AND FROM TIME TO TIME, WITH THE
CONSENT OF THE AFFECTED OPTIONEES, (I) THE CANCELLATION OF ANY OR ALL
OUTSTANDING OPTIONS UNDER THE PLAN AND THE GRANT IN SUBSTITUTION THEREFOR OF NEW
OPTIONS UNDER THE PLAN COVERING THE SAME OR DIFFERENT NUMBERS OF SHARES OF
COMMON STOCK AND HAVING AN OPTION EXERCISE PRICE PER SHARE WHICH MAY BE LOWER OR
HIGHER THAN THE EXERCISE PRICE PER SHARE OF THE CANCELLED OPTIONS OR (II) THE
AMENDMENT OF THE TERMS OF ANY AND ALL OUTSTANDING OPTIONS UNDER THE PLAN TO
PROVIDE AN OPTION EXERCISE PRICE PER SHARE WHICH IS HIGHER OR LOWER THAN THE
THEN-CURRENT EXERCISE PRICE PER SHARE OF SUCH OUTSTANDING OPTIONS; PROVIDED,
HOWEVER, THAT THE COMMITTEE SHALL NOT TAKE ANY OF THE ACTIONS DESCRIBED IN (I)
OR (II) HEREOF WITHOUT RECEIVING THE APPROVAL OF TITAN'S STOCKHOLDERS. THE
PROVISIONS OF THIS SECTION 22 MAY NOT BE ALTERED OR AMENDED WITHOUT STOCKHOLDER
APPROVAL.
23.
DEFINITIONS.
(A)
AFFILIATE.
THE TERM "AFFILIATE" MEANS ANY ENTITY, WHETHER OR NOT
INCORPORATED, THAT DIRECTLY OR THROUGH ONE OR MORE INTERMEDIARIES IS CONTROLLED
BY TITAN.
(B)
CAUSE.
THE TERM "CAUSE" WHEN USED HEREIN IN CONJUNCTION WITH
TERMINATION OF EMPLOYMENT (OR OTHER SERVICE RELATIONSHIP) MEANS (I) IF THE
OPTIONEE IS A PARTY TO AN EMPLOYMENT OR SIMILAR AGREEMENT WITH THE COMPANY WHICH
DEFINES "CAUSE" (OR A SIMILAR TERM), THE MEANING SET FORTH IN SUCH AGREEMENT
(OTHER THAN DEATH OR DISABILITY), OR (II) OTHERWISE, TERMINATION BY THE COMPANY
OF THE
7
employment (or other service relationship) of