compliance with the FMLA with respect to
their employees; and (iii) SUREBEAM and each SUREBEAM Entity shall recognize all
periods of service of SUREBEAM Individuals and all other employees of SUREBEAM
and the SUREBEAM Entities with TITAN or a TITAN Entity, as applicable, to the
extent such service is recognized by TITAN for the purpose of eligibility for
leave entitlement under the FMLA; provided, that no duplication of benefits
shall be required by the foregoing.
As soon as administratively possible after July 1, 2002, TITAN shall provide to
SUREBEAM copies of all records pertaining to the FMLA with respect to all
SUREBEAM Individuals and all other employees of SUREBEAM and the SUREBEAM
Entities to the extent such records have not been provided previously to
SUREBEAM or a SUREBEAM Entity.
Workers' Compensation Programs.
TITAN and the TITAN WCP shall retain, discharge
and pay all Liabilities arising under the TITAN WCP, including, without
limitation, all Liabilities relating to claims that are, or have been, incurred
under the TITAN WCP before August 5, 2002 by SUREBEAM Individuals.
SUREBEAM and
the SUREBEAM WCP shall retain, discharge and pay all Liabilities arising under
the SUREBEAM WCP.
Each party shall fully cooperate with the other with respect
to the administration and reporting of claims under the TITAN WCP and the
SUREBEAM WCP, to the extent that such cooperation is permitted under applicable
law and does not otherwise have a material adverse effect on the TITAN WCP or
the SUREBEAM WCP.
SureBeam Health and Welfare Plans.
As of July 1, 2002, SUREBEAM shall have
established SUREBEAM Health and Welfare Plans listed on Exhibit A, and
correspondingly, SUREBEAM shall have ceased to be a participating company in
Titan Health and Welfare Plans.
SUREBEAM shall be solely responsible for the
administration of the SUREBEAM Health and Welfare Plans, including the payment
of all employer-related costs in establishing and maintaining the SUREBEAM
Health and Welfare Plans, and for the collection and remittance of employee
premiums.
SUREBEAM acknowledges that it will be billed for premiums
attributable to its employees in accordance with the Corporate Services
Agreement dated August 4, 2000 until July 1, 2002.
No SUREBEAM employee may
participate in any TITAN Health and Welfare Plan after the Distribution Date.
On and after the Distribution Date, SUREBEAM shall cause the SUREBEAM Health and
Welfare Plans to recognize and give credit for (A) all amounts applied to
deductibles, out-of-pocket maximums, co-payments and other applicable benefit
coverage limits with respect to which such expenses have been incurred by
SUREBEAM Individuals under the Titan health plans for the remainder of the
calendar year in which the Distribution Date occurs, and (B) all benefits paid
to SUREBEAM Individuals under the Titan health plans for purposes of determining
when such persons have reached their lifetime maximum benefits under the
SUREBEAM Health Plans.
DEFINED CONTRIBUTION PLANS
SUREBEAM 401(k) Plan.
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),