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, 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.
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.
Requests For Agency Rulings and Opinions.
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.
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 any such finding and, to
the extent of any final determination that such adverse tax or legal
consequences will result, TITAN and SUREBEAM shall make such further adjustments
so as to place both parties in the proportionate financial position that they
each would have been in relative to the other but for such adverse tax or legal
consequences.
Fiduciary Matters. TITAN and SUREBEAM each acknowledge that actions required