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 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.
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.
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.
GENERAL AND ADMINISTRATIVE
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
made.
Sharing of Participant Information. TITAN and SUREBEAM shall share with each all
participant information reasonably necessary to effectuate the transfers and
other transactions hereunder.
Non-Termination of Employment; No Third-Party Beneficiaries. Except as expressly
provided in this Agreement, no provision of this Agreement or any other
agreements entered into between TITAN or a TITAN Entity and SUREBEAM or a
SUREBEAM