determining
when such persons have reached their lifetime maximum benefits under the
SUREBEAM Health Plans.
ARTICLE 4
DEFINED CONTRIBUTION PLANS
4.1
SUREBEAM 401(k) Plan.
(a)
Plan Trust.
Immediately as of August 1, 2002 or prior to that
time, SUREBEAM shall establish, or cause to be established, a trust qualified
under Code Section 401(a), exempt from taxation under Code Section 501(a)(1),
and forming part of the SUREBEAM 401(k) Plan.
The TITAN 401(k) Plan and the
SUREBEAM 401(k) Plan shall
5
provide that no distribution of account balances shall be made on account of
SUREBEAM ceasing to be an Affiliate of TITAN as of the Distribution Date.
(b)
Assumption of Liabilities and Transfer of Assets.
On or before
August 5, 2002: (i) the SUREBEAM 401(k) Plan shall assume and be solely
responsible for all Liabilities to or relating to SUREBEAM Individuals under the
TITAN 401(k) Plan other than Liabilities arising prior to the transfer of assets
described in the following clause (ii) relating to breach of the trust or plan
or failure of TITAN (or any third party designated by TITAN to provide services
under the TITAN PLANS) to comply with applicable laws, regulations or agreements
or the terms of a plan (including, without limitation, the failure of the TITAN
401(k) Plan to be a "qualified plan" under the Code); and (ii) TITAN shall cause
the accounts of the SUREBEAM Individuals under the TITAN 401(k) Plan, and the
assets in such accounts, which are held in trust as of August 2, 2002 to be
transferred in kind to the SUREBEAM 401(k) Plan, and the related trust, with the
TITAN stock to be transferred in kind and the remaining Plan assets to be
liquidated and transferred in cash,
and SUREBEAM shall cause such transferred
accounts and assets to be accepted in kind by such plan and trust.
Both TITAN
and SUREBEAM shall use their reasonable best efforts to enter into such mutually
satisfactory agreements to accomplish such assumptions and transfers, and
SUREBEAM shall use its reasonable best efforts to enter into such agreements
satisfactory to SUREBEAM to provide for the maintenance of the necessary
participant records, the appointment of an initial trustee under the SUREBEAM
401(k) Plan, the engagement of an initial recordkeeper under such plans, and the
selection of one or more investment managers to manage the assets of the
SUREBEAM 401(k) Plan.
(c)
Notice of Events Requiring Shareholder Vote.
SUREBEAM will notify
TITAN in advance of any events requiring a shareholder vote or shareholder
action with respect to a tender and provide TITAN with a sufficient number of
information packets to provide to all TITAN Plan participants who hold SUREBEAM
stock in their accounts.
ARTICLE 5
GENERAL AND ADMINISTRATIVE
5.1
Accounting Methodologies and Assumptions. For purposes of this
Agreement, unless specifically indicated otherwise, the value of the assets of a
Plan shall be the value established for purposes of relevant audited or
unaudited financial statements for the period ending on the date as of which the
valuation is to be