Responsibility.
This Agreement is not intended
to change SUREBEAM's legal obligations with respect to its present, future or
former employees.
2.2
Assumption of Liabilities.
SUREBEAM hereby assumes and agrees to
pay, perform, fulfill and discharge all Liabilities.
2.3
Retention of Liabilities. To the extent that SUREBEAM does not
assume a Liability, Titan will retain, discharge and pay such Liabilities.
2.4
Establishment of SUREBEAM Plans. Effective no later August 1, 2002,
SUREBEAM shall adopt, or cause to be adopted, for the benefit of current and
future employees of SUREBEAM, including SUREBEAM Individuals, the SUREBEAM
401(k) Plan.
Effective July 1, 2002, SUREBEAM shall adopt the SUREBEAM Plans,
excluding the SureBeam 401(k) Plan, for the benefit of current and future
employees of SUREBEAM and the SUREBEAM Entities, including SUREBEAM
Individuals.
Such Plans are set forth on Exhibit A to this Agreement.
3
2.5
Terms of Participation in SUREBEAM Plans. The SUREBEAM Plans shall
not provide benefits that duplicate benefits already provided by the
corresponding TITAN Plans.
TITAN and SUREBEAM shall agree on methods and
procedures, including amending the respective Plan documents, to prevent
SUREBEAM Individuals from receiving duplicative benefits from the TITAN Plans
and the SUREBEAM Plans. With respect to SUREBEAM Individuals, each SUREBEAM Plan
shall provide that all service determinations that, as of the date that such
SUREBEAM Plan becomes effective, were recognized under each corresponding TITAN
Plan, if any, shall, as of such effective date and thereafter, receive full
recognition, credit, and validity and be taken into account under such SUREBEAM
Plan to the same extent as if such determinations had occurred under such
SUREBEAM Plan, except to the extent that duplication of benefits would result.
Nothing in this Section 2.4, or any other provision of this Agreement, however,
shall require SUREBEAM to adopt all of the types of Plans sponsored by TITAN on
the Distribution Date, or to provide that the terms of a SUREBEAM Plan shall be
the same or similar to the terms of any corresponding TITAN Plan, or limit the
ability of SUREBEAM to amend, modify or terminate any SUREBEAM Plan
2.6
Termination of Participation.
Effective as of the Distribution
Date, SUREBEAM shall automatically cease to be a participating company in all
TITAN Plans.
ARTICLE 3
HEALTH AND WELFARE PLANS
3.1
COBRA.
Effective Immediately as of July 1, 2002, SUREBEAM shall
solely be responsible for administering compliance with the health care
continuation coverage requirements of COBRA for the SUREBEAM Health and Welfare
Plans.
SUREBEAM Individuals shall be permitted to timely elect health care
continuation coverage in accordance with the terms of the SUREBEAM Health and
Welfare Plans, and SUREBEAM and the SUREBEAM Health and Welfare Plans shall
accept and honor such timely and properly-made elections, to the fullest extent
required under the provisions of COBRA.
3.2
FMLA.
(a)
Effective Immediately as of July 1, 2002: (i) SUREBEAM shall
honor, and shall cause each SUREBEAM Entity to honor, all terms and conditions
of leaves of absence which have been granted to any SUREBEAM Individual and all
other