a
TITAN Entity.
SUREBEAM Individual means any individual who was an employee of SUREBEAM on or
before the Distribution Date or is an employee of TITAN or a TITAN Entity who
receives an offer of employment from SUREBEAM or a SUREBEAM Entity on or before
the Distribution Date with employment to commence after the Distribution Date
and who accepts such offer.
Medical Plan, when immediately preceded by "TITAN," means the TITAN Flexible
Benefits Plan for Employees. When immediately preceded by "SUREBEAM," Medical
Plan means the medical plan to be established by SUREBEAM effective no later
than July 1, 2002 as identified on Exhibit A hereto.
Non-Employee Director, when immediately preceded by "TITAN," means a member of
TITAN's Board of Directors who is not an employee of TITAN or a TITAN Entity.
When immediately preceded by "SUREBEAM," Non- Employee Director means a member
of SUREBEAM's Board of Directors who is not an employee of SUREBEAM or a
SUREBEAM Entity.
Person means any individual or legal entity.
Plan, when immediately preceded by "TITAN" or "SUREBEAM," means any plan,
policy, program (including, without limitation, any workers compensation
program), payroll practice, bonus, ongoing arrangement, contract, trust,
insurance policy or other agreement or funding vehicle providing benefits to
employees or Non-Employee Directors of TITAN or a TITAN Entity, or SUREBEAM or a
SUREBEAM Entity, as applicable. The term "Plan" includes, but is not limited to,
any Health and Welfare Plans and Medical Plans as further specified herein.
The
SUREBEAM Plans other than the SUREBEAM 401(K) Plan are identified on Exhibit A
to this Agreement.
TITAN 401(k) Plan means the TITAN 401(k) Plan, as in effect from time to time.
TITAN Entity means any Person that is, at the relevant time, an Affiliate of
TITAN, except that the term "TITAN Entity" shall not include SUREBEAM or a
SUREBEAM Entity.
TITAN WCP means the TITAN Workers' Compensation Program, comprised of the
various arrangements established by TITAN or a TITAN Entity to comply with the
workers' compensation requirements of the states in which TITAN or a TITAN
Entity conducts business.
SEC means the United States Securities and Exchange Commission.
LIABILITIES means any benefits payable to SUREBEAM Individuals under a SUREBEAM
Plan, and their dependents and beneficiaries, on or after August 1, 2002 (July
1, 2002 with respect to the SUREBEAM Plans other than the SUREBEAM 401(k) Plan),
provided, however, Liabilities shall not include any benefits or amounts payable
to such individuals after the Distribution Date as a result of the failure of
TITAN (or any third party designated by TITAN to provide services under the
TITAN Plans) to comply with the terms of the TITAN plans or applicable laws,
regulations or agreements (including, without limitation, the failure of the
TITAN 401(k) Plan to be a "qualified plan" under the Code.)
GENERAL PRINCIPLES
No Change in Legal Responsibility.
This Agreement is not intended to change
SUREBEAM's legal obligations with respect to its present, future or former
employees.
Assumption of Liabilities.
SUREBEAM hereby assumes and agrees to pay, perform,
fulfill