relevant time, an
Affiliate of SUREBEAM, except that the term SUREBEAM Entity shall not include
TITAN or a TITAN Entity.
1.13
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.
1.14
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.
1.15
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.
1.16
Person means any individual or legal entity.
1.17
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
2
"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.
1.18
TITAN 401(k) Plan means the TITAN 401(k) Plan, as in effect from
time to time.
1.19
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.
1.20
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.
1.21
SEC means the United States Securities and Exchange Commission.
1.22
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.)
ARTICLE 2
GENERAL PRINCIPLES
2.1
No Change in Legal