EMPLOYEE BENEFITS AGREEMENT
BETWEEN
THE TITAN CORPORATION
AND
SUREBEAM CORPORATION
August 5, 2002
EMPLOYEE BENEFITS AGREEMENT
THIS EMPLOYEE BENEFITS AGREEMENT ("Agreement"), dated as of August 5,, 2002, is
by and between THE TITAN CORPORATION ("TITAN") and SUREBEAM CORPORATION
("SUREBEAM").
WHEREAS, TITAN and SUREBEAM have entered into certain other agreements that will
govern certain matters relating to the tax-free spin-off of SUREBEAM Class A
Common Stock from TITAN (the "Spin-off") and the distribution of the SUREBEAM
stock to TITAN stockholders ("Distribution"), and the relationship of TITAN and
SUREBEAM and their respective Subsidiaries following such Spin-Off and
Distribution; and
WHEREAS, prior to the Distribution, SUREBEAM has operated as a separate company
with its own employees who have participated in TITAN health and welfare plans.
WHEREAS, TITAN and SUREBEAM have agreed to enter into this Agreement allocating
assets, liabilities and responsibilities with respect to certain employee
compensation and benefit plans and programs between them.
NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:
DEFINITIONS
For purposes of this Agreement the following terms shall have the following
meanings:
Affiliate means with respect to any other Person, a Person that controls, is
controlled by, or is under common control with, such other Person.
Close Of The Distribution Date means 11:59:59 P.M., Pacific Standard Time or
Pacific Daylight Time (whichever shall then be in effect), on the Distribution
Date.
COBRA means the continuation coverage requirements for "group health plans"
under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as
amended, and as codified in Code Section 4980B and ERISA Sections 601 through
608.
Code means the Internal Revenue Code of 1986, as amended, or any successor
federal income tax law. Reference to a specific Code provision also includes any
proposed, temporary, or final regulation in force under that provision.
Distribution Date means August 5, 2002.
DOL means the United States Department of Labor.
ERISA means the Employee Retirement Income Security Act of 1974, as amended.
Reference to a specific provision of ERISA also includes any proposed,
temporary, or final regulation in force under that provision.
FMLA means the Family and Medical Leave Act of 1993, as amended.
Health and Welfare Plans, when immediately preceded by "TITAN," means the health
and welfare plans established and maintained by TITAN for the benefit of
employees of TITAN and certain TITAN Entities, and such other health and welfare
plans or programs as may apply to such employees as of the Distribution Date.
When immediately preceded by "SUREBEAM," Health and Welfare Plans means the
health and welfare plans to be established by SUREBEAM effective July 1, 2002 as
set forth in this Agreement.
IRS means the Internal Revenue Service.
SUREBEAM 401(k) Plan means the SUREBEAM CORPORATION 401(k) Plan to be
established by SUREBEAM effective on August 1, 2002, as a qualified defined
contribution plan under ERISA and the Code.
SUREBEAM Entity means any Person that is, at the relevant time, an Affiliate of
SUREBEAM, except that the term SUREBEAM Entity shall not include TITAN or