and discharge all Liabilities.
Retention of Liabilities. To the extent that SUREBEAM does not assume a
Liability, Titan will retain, discharge and pay such Liabilities.
Establishment of SUREBEAM Plans. Effective no later August 1, 2002, SUREBEAM
shall adopt, or cause to be adopted, for the benefit of current and future
employees of SUREBEAM, including SUREBEAM Individuals, the SUREBEAM 401(k)
Plan.
Effective July 1, 2002, SUREBEAM shall adopt the SUREBEAM Plans,
excluding the SureBeam 401(k) Plan, for the benefit of current and future
employees of SUREBEAM and the SUREBEAM Entities, including SUREBEAM
Individuals.
Such Plans are set forth on Exhibit A to this Agreement.
Terms of Participation in SUREBEAM Plans. The SUREBEAM Plans shall not provide
benefits that duplicate benefits already provided by the corresponding TITAN
Plans.
TITAN and SUREBEAM shall agree on methods and procedures, including
amending the respective Plan documents, to prevent SUREBEAM Individuals from
receiving duplicative benefits from the TITAN Plans and the SUREBEAM Plans. With
respect to SUREBEAM Individuals, each SUREBEAM Plan shall provide that all
service determinations that, as of the date that such SUREBEAM Plan becomes
effective, were recognized under each corresponding TITAN Plan, if any, shall,
as of such effective date and thereafter, receive full recognition, credit, and
validity and be taken into account under such SUREBEAM Plan to the same extent
as if such determinations had occurred under such SUREBEAM Plan, except to the
extent that duplication of benefits would result. Nothing in this Section 2.4,
or any other provision of this Agreement, however, shall require SUREBEAM to
adopt all of the types of Plans sponsored by TITAN on the Distribution Date, or
to provide that the terms of a SUREBEAM Plan shall be the same or similar to the
terms of any corresponding TITAN Plan, or limit the ability of SUREBEAM to
amend, modify or terminate any SUREBEAM Plan
Termination of Participation.
Effective as of the Distribution Date, SUREBEAM
shall automatically cease to be a participating company in all TITAN Plans.
HEALTH AND WELFARE PLANS
COBRA.
Effective Immediately as of July 1, 2002, SUREBEAM shall solely be
responsible for administering compliance with the health care continuation
coverage requirements of COBRA for the SUREBEAM Health and Welfare Plans.
SUREBEAM Individuals shall be permitted to timely elect health care continuation
coverage in accordance with the terms of the SUREBEAM Health and Welfare Plans,
and SUREBEAM and the SUREBEAM Health and Welfare Plans shall accept and honor
such timely and properly-made elections, to the fullest extent required under
the provisions of COBRA.
FMLA.
Effective Immediately as of July 1, 2002: (i) SUREBEAM shall honor, and shall
cause each SUREBEAM Entity to honor, all terms and conditions of leaves of
absence which have been granted to any SUREBEAM Individual and all other
employees of SUREBEAM and the SUREBEAM Entities under the FMLA before July 1,
2002 by TITAN, SUREBEAM, or a SUREBEAM Entity, including such leaves that are to
commence after July 1, 2002; (ii) SUREBEAM and each SUREBEAM Entity shall be
solely responsible for administering