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EXHIBIT 10.11
SUPPLEMENTAL RETIREMENT PLAN FOR EXECUTIVES
MASTER PLAN DOCUMENT
SEPTEMBER 1, 1990
AS AMENDED
JANUARY 1, 1994
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Purpose................................................................ 1
Article 1 - DEFINITIONS................................................ 1
Article 2 - ELIGIBILITY................................................ 3
2.1 Selection By Committee............................................. 3
2.2 Enrollment Requirements............................................ 3
Article 3 - DEFERRAL COMMITMENTS....................................... 3
3.1 Minimum Deferral................................................... 3
3.2 Maximum Deferral................................................... 3
3.3 Withholding of Deferral Amounts.................................... 3
3.4 Company Contribution............................................... 3
3.5 Annual Rate........................................................ 3
3.6 Interest Crediting................................................. 4
3.7 Default............................................................ 4
3.8 Deferral Penalty in the Event of Default........................... 4
3.9 Waiver of Default and Grant of Suspension.......................... 4
3.10 Termination of Participation...................................... 4
Article 4 - PRERETIREMENT PAYMENTS..................................... 4
4.1 Preretirement Payments............................................. 4
4.2 Hardship Payments.................................................. 5
Article 5 - RETIREMENT BENEFIT......................................... 5
5.1 Retirement Benefit................................................. 5
5.2 Rate of Interest................................................... 5
5.3 Duration of Benefits............................................... 5
Article 6 - SURVIVOR BENEFIT........................................... 6
6.1 Preretirement Survivor Benefit..................................... 6
6.2 Amount............................................................. 6
6.3 Post-retirement Survivor Benefit................................... 6
6.4 Eligibility........................................................ 6
6.5 Suicide............................................................ 6
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Article 7 - TERMINATION BENEFIT........................................ 7
7.1 Eligibility........................................................ 7
7.2 Termination Before Normal Retirement............................... 7
7.3 Plan Participation Crediting....................................... 7
7.4 Payment Schedule................................................... 8
7.5 Termination After Age Sixty (60)................................... 8
Article 8 - DISABILITY BENEFIT......................................... 8
8.1 Definition......................................................... 8
8.2 Benefit............................................................ 8
Article 9 - BENEFICIARY................................................ 9
9.1 Beneficiary........................................................ 9
9.2 Beneficiary Designation............................................ 9
9.3 Change of Beneficiary.............................................. 9
9.4 Employer Acknowledgment............................................ 9
9.5 Undefined Beneficiary.............................................. 9
9.6 Discharge of Obligation............................................ 9
Article 10 - LEAVE OF ABSENCE.......................................... 9
10.1 Paid Leave of Absence............................................. 9
10.2 Unpaid Leave of Absence........................................... 9
10.3 Discharge of Obligation........................................... 9
Article 11 - EMPLOYER LIABILITY........................................ 10
11.1 General Assets.................................................... 10
11.2 Employer's Liability.............................................. 10
11.3 Limitation of Obligation.......................................... 10
11.4 Participant Cooperation........................................... 10
Article 12 - NO GUARANTEE OF EMPLOYMENT................................ 10
12.1 No Guarantee of Employment........................................ 10
Article 13 - TERMINATION OF PARTICIPATION.............................. 10
13.1 Written Notice.................................................... 10
Article 14 - TERMINATION AMENDMENT OR MODIFICATION OF THE PLAN......... 10
14.1 Company Termination of Plan....................................... 10
14.2 Plan Amendment.................................................... 11
14.3 Termination....................................................... 11
14.4 Beneficiary Entitlement........................................... 11
14.5 Hostile Takeovers................................................. 11
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Article 15 - OTHER BENEFITS AND AGREEMENTS..............................11
15.1 Coordination With Other Benefits...................................11
Article 16 - RESTRICTIONS ON ALIENATION OF BENEFITS.....................11
16.1 No Right of Transfer...............................................11
Article 17 - ADMINISTRATION OF THE PLAN.................................12
17.1 Committee Administration...........................................12
17.2 Committee Authority................................................12
17.3 Committee Indemnity................................................12
17.4 Employer's Obligations to the Committee............................12
17.5 Committee Discretion in Payment Schedule...........................12
Article 18 - MISCELLANEOUS..............................................13
18.1 Notice.............................................................13
18.2 Successors.........................................................13
18.3 Governing Law......................................................13
18.4 Pronouns...........................................................13
</TABLE>
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SUPPLEMENTAL RETIREMENT PLAN
PURPOSE
The purpose of this Plan is to provide specified benefits to a select group
of key employees who contribute materially to the continued growth,
development and future business success of The Titan Corporation and its
subsidiaries.
ARTICLE 1
DEFINITIONS
For purposes hereof, unless otherwise clearly apparent from the context, the
following phrases or terms shall have the following indicated meanings:
1.1 "Account Balance" shall mean the current sum of Participant and Company
contributions and interest earnings thereon, attributable to a
Participant's individual account.
1.2 "Annual Deferral" shall mean that portion of a Participant's Base
Annual Salary that a Participant elects to have and is deferred, in
accordance with Article 3, for any one Plan Year. In the event of
Retirement, Disability, death or a Termination of Employment prior to
the end of a Plan Year, such year's Annual Deferral shall be the actual
amount withheld prior to such event.
1.3 "Base Annual Salary" shall mean the yearly compensation paid to an
Executive, excluding bonuses, commissions, overtime, and non-monetary
awards for employment services to the Company.
1.4 "Bonus" shall mean the individual Management By Objective (MBO) Bonus
paid annually to eligible employees.
1.5 "Beneficiary" shall mean the person or persons, or the estate of a
Participant, entitled to receive any benefits under this Plan upon the
death of a Participant.
1.6 "Committee" shall mean the Compensation Committee of the Board of
Directors or an administrative committee appointed by the Compensation
Committee to manage and administer the Plan in accordance with the
provisions of this Plan.
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1.7 "Company" shall mean The Titan Corporation and its subsidiaries.
1.8 "Deferral Amount" shall mean the sum of all a Participant's Annual
Deferrals, excluding the Company contribution, and excluding
interest.
1.9 "Disability" shall mean a period of disability during which a
Participant is permanently and totally disabled.
1.10 "Employer" shall mean the Company and any subsidiary having one or
more Executives who are eligible to participate in the Plan and have
been selected by the Committee to participate. Where the context
dictates, the term "Employer" as used herein refers to the
particular Employer which has entered into a Plan Agreement with a
specific Participant.
1.11 "Executive" shall mean any person who is in the regular full-time
employment of the Company, or one of its subsidiaries as determined
by the personnel policies and practices of the Company or the
subsidiary.
1.12 "Normal Retirement Date" shall be the first day of the month in
which the Participant attains 1) his or her sixty-second (62)
birthday or 2) six (6) years of Plan participation, whichever is
later.
1.13 "Participant" shall mean any Executive who elects to participate in
the Supplemental Retirement Plan, signs a Plan Agreement and
Beneficiary Designation form, and is accepted into the Plan.
1.14 "Plan" shall mean the Supplemental Retirement Plan of the Employer
which is defined by this instrument and by each Plan Agreement.
1.15 "Plan Agreement" shall mean the form of written agreement which is
entered into from time to time, by and between an Employer and a
Participant. Each Plan Agreement executed by a Participant shall
provide for the entire benefit to which such Participant is entitled
under the Plan, and the Plan Agreement bearing the latest date shall
govern such entitlement.
1.16 The "Plan Year" shall begin on January 1 of each year and continue
through December 31 of the same year except that the first Plan Year
will begin the first day of the month that follows the date on which
the eligible Participant is permitted to enter the Plan and
completes and signs Plan enrollment forms.
1.17 "Termination of Employment" shall mean the cessation of employment,
voluntarily or involuntarily, excluding retirement, disability or
death.
1.18 "Treasury Rate" shall mean the effective yield on constant-maturity
three-year U.S. Treasury Notes as of the close of the first business
day of each month of October that precedes Plan anniversary date.
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1.19 "Year of Service" shall be determined consistent with the definition
of year of service in The Titan Corporation 401(k) Retirement Plan
and shall mean any year in which the Participant does or would
qualify for a year of service as therein defined.
ARTICLE 2
ELIGIBILITY
2.1 SECTION BY COMMITTEE. The Committee shall have the sole discretion to
determine the Executives who are eligible to become Participants, in
accordance with the purpose of the Plan. In addition, plan
participation is contingent upon the satisfactory underwriting of
insurance coverage on each Participant's life.
2.2 ENROLLMENT REQUIREMENTS. As a condition of participation, each
Participant so selected shall complete, execute and return to the
Committee a Plan Agreement and Beneficiary Designation, and comply with
further conditions as may be established by the Committee.
ARTICLE 3
DEFERRAL COMMITMENTS
3.1 MINIMUM DEFERRAL. The Participant may defer no less than $2,000 per
Plan Year.
3.2 MAXIMUM DEFERRAL. Each year, the Participant may defer no more than the
percentage of Base Annual Salary permitted by the Selection Committee,
at its sole discretion. This percentage will be communicated prior to
the beginning of each Plan Year in which an Annual Deferral is made.
3.3 WITHHOLDING OF ANNUAL DEFERRALS. The amount of Base Annual Salary
elected to be deferred pursuant to the Plan Agreement of a Participant
shall be withheld from the Participant's salary or fees in equal
amounts over the deferral period.
3.4 COMPANY CONTRIBUTION. Each year, the Company will contribute to each
Participant's account an amount equal to the Participant's salary
deferral (excluding bonus deferral). The Company matching contribution
will be credited to each Participant's Account Balance on the last day
of each Plan Year (December 31) so long as the Participant is an
employee and an active Participant in the Plan as of that date.
3.5 ANNUAL RATE. The Treasury Rate will be declared annually for each Plan
Year and shall be fixed as of the first business day in October of the
year that precedes the Plan Year. Subject to the provisions and
limitations of the Plan, the account will accrue annual interest at a
crediting rate equal to the Treasury Rate plus three percent (3.0%)
from the date of Plan
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inception. For purposes of any retirement distributions from the
Participant's Supplemental Retirement Plan account, the Treasury Rate
that applies for the current Plan Year and the preceding five (5)
Plan Years will be averaged and used to calculate the interest for
benefit payments.
3.6 INTEREST CREDITING. Interest shall be credited yearly on the Account
Balance as though the total Deferral Amount for that Plan Year was made
at the beginning of the Plan Year. In the event of mid-year
termination, the basis for that year's interest crediting rate will be
a fraction of the full year's interest crediting rate, based on the
number of completed months of employment rendered by the Participant in
the year of termination.
3.7 DEFAULT. Default occurs when the Participant does not fulfill all
deferral commitments to the Plan under the Participant's Plan
Agreement. Termination of Employment is not considered a default. A
Participant who has a Termination of Employment will receive
Termination benefits, as set forth in Article 7.
3.8 DEFERRAL PENALTY IN THE EVENT OF DEFAULT. In the event of default by a
Participant on a deferral commitment, the Participant may not defer any
portion of his/her Base Annual Salary or Bonus for the following twelve
(12) months.
3.9 WAIVER OF DEFAULT AND GRANT OF SUSPENSION. The Committee may, at its
discretion, waive any default penalty set forth in Section 3.8 upon
request of the Participant. The Committee may also, at its sole
discretion, grant a suspension of a Participant's deferral commitment
for such time as the Committee may deem necessary if it finds that the
Participant has suffered an unforeseeable financial emergency. For
purposes of this Plan, an unforeseeable financial emergency is an
unexpected need for cash arising from an illness, casualty loss, sudden
financial reversal, transfer of place of employment, or other such
unforeseeable occurrence.
3.10 TERMINATION OF PARTICIPATION. A Participant may terminate participation
in the Plan at any time by giving the Employer written notice of such
termination not less than thirty (30) days prior to the anniversary
date of the execution of the most recent Plan Agreement of the
Participant. Benefits to a Participant who elects to terminate Plan
participation shall be paid in accordance with terms of the Plan.
ARTICLE 4
PRERETIREMENT PAYMENTS
4.1 PRERETIREMENT PAYMENTS. Participants who make contributions to the Plan
prior to attaining age 56 may elect to receive preretirement payments
from the Plan. The Company contribution will remain as part of the
Account Balance to be paid in accordance with the terms of the Plan.
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In connection with each election to make an Annual Deferral, a
Participant may elect to receive a future preretirement payment from
the Plan with respect to that Annual Deferral. The preretirement
payment shall be a lump sum payment in an amount equal to the Annual
Deferral plus interest credited at the Treasury Rate plus three
percent (3%). The preretirement payment shall be made within 60 days
of the first day of the Plan Year that is six years after the
effective date of the Annual Deferral election.
4.2 HARDSHIP PAYMENTS. If the Participant experiences an unforeseeable
financial emergency as described in Section 3.9, the Participant may
petition the Administrative Committee to receive a preretirement
payment from the Plan. The amount requested may not exceed the sum of
total Deferral Amounts. If, subject to the sole discretion of the
Administrative Committee, the petition is approved, payment shall be
distributed within 60 days of the date of approval and the Participant
shall be subject to taxation on the amount received. For the Plan Year
in which the payment is made, all interest that would otherwise have
accrued on the amount withdrawn shall be forfeited.
ARTICLE 5
RETIREMENT BENEFIT
5.1 RETIREMENT BENEFIT. If a Participant retires from employment with the
Company on or after the attainment of age sixty-two (62) or six (6)
years of Plan participation, whichever is later, and if the Plan
Agreement has been kept in force, the Employer will pay the Participant
an amount per month based on the Account Balance, credited with
interest, minus the preretirement payments made pursuant to Article 4.
5.2 RATE OF INTEREST. If the Participant remains with the Company until
Normal Retirement, his or her Account Balance will have accumulated
interest at a compounded interest rate equal to the Treasury Rate plus
three percent (3.0%).
5.3 DURATION OF BENEFITS. Payments shall commence on the last day of the
month determined to be the month wherein the Participant reaches
his/her Normal Retirement Date. Payments shall be monthly, for 60
months, unless a longer period of time is permitted by the Company and
is elected by the Participant at least three years prior to the
beginning of the period during which deferrals are made.
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ARTICLE 6
SURVIVOR BENEFIT
6.1 PRERETIREMENT SURVIVOR BENEFIT. If a Participant dies BEFORE retirement
and the Plan Agreement is in effect at the time, the Employer will pay
a Survivor's benefit to the designated Beneficiary.
6.2 AMOUNT. The amount of the preretirement survivor benefit will be equal
to the Account Balance at the time of death. Said amount shall be paid
in a lump sum or, if the Account Balance exceeds $25,000, over a period
of time as described in Section 7.4 with an unpaid balance being
created at the Treasury Rate plus three percent (3.0%).
6.3 POST-RETIREMENT SURVIVOR BENEFIT. If the Participant dies AFTER Normal
Retirement, and after Retirement benefit payments have commenced, the
Beneficiary will receive any unpaid installments due the Participant,
with the unpaid balance being created at the Treasury Rate plus three
percent (3.0%). Payments shall continue on a monthly basis until the
payout period in effect is complete.
6.4. ELIGIBILITY. The obligation of the Employer to pay the Survivor benefit
(whether in a lump sum or over a number of months) shall exist only if:
a. at the time of death, the Participant was an employee, totally
disabled, or was on an authorized leave of absence;
b. the Participant was NOT in default as described in Section
3.7, in which event the Survivor benefit shall be limited to
the Participant's portion of the Account Balance plus interest
earnings thereon (excluding the Company Contribution and
interest earnings thereon),
c. the Plan Agreement had been kept in force until the time of
death;
d. the Participant's death was determined not to be from bodily
or mental cause or causes, the information about which was
withheld, or knowingly concealed, or falsely provided by the
Participant, when requested by the Employer to furnish
evidence of good health;
e. proof of death in such form as determined acceptable by the
Committee is furnished.
6.5 SUICIDE. In the event of a Participant's suicide within the first two
(2) years of Plan participation, the Employer shall be obligated to
return the Dererral Amounts only, without interest, and no other
Survivor benefits shall be payable.
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ARTICLE 7
TERMINATION BENEFIT
7.1 ELIGIBILITY. This benefit applies if the Participant terminates
employment with the Employer for reasons other than death, Disability,
or Normal Retirement.
7.2 TERMINATION BEFORE NORMAL RETIREMENT. A Participant who terminates
employment with the Employer for reason other than death or Disability
before reaching Normal Retirement will receive his/her Deferral
Amounts, with interest according to the crediting schedule contained in
Section 7.3. However, no interest will be credited on partial year
deferrals in the year of termination. The Participant will also be
entitled to a percentage of the Company's matching contributions based
on years of service as described below.
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YEARS OF SERVICE PERCENTAGE OF COMPANY
COMPLETED CONTRIBUTIONS VESTED
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Less than 2 0%
2, but less than 3 25%
3, but less than 4 50%
4, but less than 5 75%
5 or more 100%
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In addition, the Participant will receive a percentage of the interest
earnings on the Company contribution, in accordance with the schedule
contained in Section 7.3.
7.3 PLAN PARTICIPATION CREDITING. The interest crediting schedule is as
follows.
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NUMBER OF PLAN YEARS INTEREST CREDITING RATE
COMPLETED PRIOR TO ----------------------------------------------
TERMINATION PARTICIPANT DEFERRALS COMPANY CONTRIBUTIONS
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Less than 4 Treasury Rate -0-
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4 but less than 5 Treasury Rate + 1% Treasury Rate + 1%
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5 but less than 6 Treasury Rate + 2% Treasury Rate + 2%
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6 or more Treasury Rate + 3% Treasury Rate + 3%
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7.4 PAYMENT SCHEDULE. Payout of the Account Balance will be according to
the following schedule.
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ACCOUNT BALANCE PAYOUT
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Less than $25,000 Paid in a Lump Sum within 90 days of termination.
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$25,000 and more Paid over 60 months with interest on unpaid
balance credited at the Treasure Rate.
Initial payment to be paid within 90 days of
termination.
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7.5 TERMINATION AFTER AGE SIXTY (60). Participants who have more than
$25,000 in their Account Balance AND who are at least age sixty (60),
may elect to leave their Account Balance with the Company until the
full Retirement benefit crediting has been achieved [six (6) years of
Plan participation or age sixty-two (62), whichever is later]. However,
the Account Balance may be left only if such an election is made at the
time of initial plan enrollment. For those electing to leave the
Account Balance, distributions will begin to be paid out when
Retirement benefit crediting is achieved. Distributions will be made
over 60 months, unless otherwise elected at least three years prior to
the period during which deferrals were made, with the unpaid balance
credited at the Treasury Rate plus three percent (3.0%).
ARTICLE 8
DISABILITY BENEFIT
8.1 DEFINITION. Evidence of Disability is determined by the guidelines
governing the Employer's group long-term disability plan.
8.2 BENEFIT. If the Participant becomes eligible for the Disability benefit
before his or her Normal Retirement, the Participant's Account Balance
will be fully vested and will continue to accumulate interest with
benefits to be paid when he or she reaches the preretirement payment or
Normal Retirement dates as previously elected.
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ARTICLE 9
BEENEFICIARY
9.1 BENEFICIARY. All payments made be the Employer under the Plan shall be
made to the Participant during his or her lifetime. If the Participant
dies prior to completion of the payments, then all subsequent payments
shall be made to the Beneficiary(ies) named in the Beneficiary
Designation form.
9.2 BENEFICIARY DESIGNATION. A Participant shall designate his or her
Beneficiary to receive benefits under the Plan by completing the
appropriate Beneficiary Designation form.
9.3 CHANGE OF BENEFICIARY. A Participant shall have the right to change the
Beneficiary by submitting to the Committee a change of Beneficiary
request in the form prescribed by the Committee.
9.4 EMPLOYER ACKNOWLEDGMENT. No change of Beneficiary shall be effective
until acknowledged in writing by the Employer.
9.5 UNDEFINED BENEFICIARY. If the Employer has any doubt as to the proper
Beneficiary to receive payments pursuant to this Plan, it shall have
the right to withhold such payments until the matter is finally
adjudicated.
9.6 DISCHARGE OF OBLIGATION. Payment made by the Employer in accordance
with this Plan shall fully discharge the Employer from all further
obligations with respect to such payment.
ARTICLE 10
LEAVE OF ABSENCE
10.1 AUTHORIZED LEAVE OF ABSENCE. If a Participant is authorized by the
Employer for any reason to take a leave of absence from employment,
such Participant shall be required to maintain the original level of
deferrals to order to keep the Plan Agreement in force, except as
provided in Article 8.
10.2 FAILURE TO CONTINUE PAYMENTS. Failure to make such payment may cause
the Plan Agreement to terminate. A thirty (30) day notice of intention
to terminate said agreement shall be sent by the Administrative
Committee to the Participant.
10.3 DISCHARGE OF OBLIGATION. Upon termination of an agreement, neither
party shall have any further obligation to the other party under the
agreement, after the Termination benefit has been paid.
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ARTICLE 11
EMPLOYER LIABILITY
11.1 GENERAL ASSETS. Amounts payable to a Participant shall be paid from the
general assets of the Employer exclusively.
11.2 EMPLOYER's LIABILITY. The Employer's liability for the payment of
benefits shall be defined only by this Master Plan Document, and
confirmed by the Plan Agreement entered into between the Employer and a
Participant.
11.3 LIMITATION OF OBLIGATION. The Employer shall have no obligation to a
Participant under the Plan, except as expressly provided for in the
Plan.
11.4 PARTICIPANT COOPERATION. The Participant must cooperate with the
Employer in furnishing all information requested by the Employer in
order to facilitate the payment of benefits. Such information may
include taking a physical examination, or other actions.
ARTICLE 12
NO GUARANTEE OF EMPLOYMENT
12.1 NO GUARANTEE OF EMPLOYMENT. Nothing herein shall constitute a contract
of continuing employment between the Employer and the Executive.
ARTICLE 13
TERMINATION OF PARTICIPATION
13.1 WRITTEN NOTICE. A Participant may terminate participation in the Plan
at any time by giving the Employer written notice of such termination
not less than thirty (30) days prior to the beginning of the Plan Year.
ARTICLE 14
TERMINATION, AMENDMENT OR MODIFICATION OF THE PLAN
14.1 COMPANY TERMINATION OF PLAN. The Employer reserves the right to
terminate this Plan. In the event of Plan termination, the Partcipants'
Deferral Amounts shall be paid out according to the schedules defined
in Article 7.
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14.2 PLAN AMENDMENT. The Employer reserves the right to totally or partially
amend or modify this Plan at any time. Regardless of any amendment or
modification, the Participant will receive at least one hundred percent
(100%) of his or her cumulative Deferral Amounts, plus interest, plus
vested company match and earnings thereon.
14.3 TERMINATION. The Employer reserves the right to terminate the Plan
Agreement of any Participant at the time of termination of service.
14.4 BENEFICIARY ENTITLEMENT. The Committee shall take no action to
terminate the Plan with respect to a Participant's Beneficiary after
entitlement to any benefits under this Plan has occurred.
14.5 HOSTILE TAKEOVERS. In the event of hostile or non-negotiated takeover
or acquisition by another company, the Account Balance of this Plan may
become due and payable to all Participants, at the option of the
management of The Titan Corporation.
ARTICLE 15
OTHER BENEFITS AND AGREEMENTS
15.1 COORDINATION WITH OTHER BENEFITS. The benefits provided for a
Participant and Participant's Beneficiary under the Plan are in
addition to any other benefits available to such Participant under any
other plan or program for employees of the Employer. The Plan shall
supplement and shall not supersede, modify or amend any other such plan
or program except as may otherwise be expressly provided.
ARTICLE 16
RESTRICTIONS ON ALIENATION OF BENEFITS
16.1 NO RIGHT OF TRANSFER. No right or benefit under the Plan shall be
subject to alienation, sale, assignment or encumbrance.
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ARTICLE 17
ADMINISTRATION OF THE PLAN
17.1 COMMITTEE ADMINISTRATION. The general administration of this Plan, as
well as construction and interpretation thereof, shall be the
responsibility of the Compensation Committee of the Board of Directors
or, if otherwise established in writing, by an administrative
Committee, the number of members of which shall be designated and
appointed from time to time by, and shall serve at the pleasure of, the
Board of Directors of the Employer.
17.2 COMMITTEE AUTHORITY. Subject to the Plan, the Committee shall from time
to time establish rules, forms and procedures for the administration of
the Plan. Except as otherwise expressly provided, the Committee shall
have the exclusive right to interpret the Plan and to decide any and
all matters arising thereunder. The Committee's decisions shall be
conclusive and binding upon all persons having or claiming to have any
right or interest under the Plan.
17.3 COMMITTEE INDEMNITY. No member of the Committee shall be liable for any
act or omission of any other member of the Committee, nor for any act
or omission on his own part, excepting his own willful misconduct.
The Employer shall indemnify, and save harmless each member of the
Committee against any and all expenses and liabilities arising out of
his membership on the Committee, with the exception of expenses and
liabilities arising out of his own willful misconduct.
17.4 EMPLOYER'S OBLIGATIONS TO THE COMMITTEE. To enable the Committee to
perform its functions, the Employer shall supply full and timely
information to the Committee on all matters relating to the
compensation of all Participants, their retirement, death or other
cause for Termination of Employment, and such other pertinent facts as
the Committee may require.
17.5 COMMITTEE DISCRETION IN PAYMENT SCHEDULE. The Committee, of its own
accord or upon petition by the Participant or Participant's
Beneficiary, shall have the power, at its sole discretion, to change
the manner and timing of payments to be made to a Participant or
Participant's Beneficiary from that elected by the Participant.
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ARTICLE 18
MISCELLANEOUS
18.1 NOTICE. Any notice given under the Plan shall be in writing and shall
be mailed to:
The Titan Corporation
Administrative Committee
c/o Chief Financial Officer
Supplemental Retirement Plan
3033 Science Park Road
San Diego, California 92121
18.2 SUCCESSORS. The Plan shall be binding upon the Employer and its
respective successors or assigns, and upon a Participant, Participant's
Beneficiary, assigns, heirs, executors and administrators.
18.3 GOVERNING LAW. The Plan and Plan Agreement shall be governed by and
construed under the laws of the State of California, as in effect at
the time of their adoptions and execution, respectively.
18.4 PRONOUNS. Masculine pronouns wherever used shall include femine
pronouns and the singular shall include the plural.
IN WITNESS WHEREOF the Employer has signed this Plan this 17th day of
December, 1993.
Employer
THE TITAN CORPORATION
By: [ILLEGIBLE]
--------------------------------------
(Signature)
Title: SR VP CFO
--------------------------------------
(Officer of Company)
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AMENDMENT
TO
THE TITAN CORPORATION SUPPLEMENTAL RETIREMENT PLAN
FOR KEY EXECUTIVES
The Titan Corporation Supplemental Retirement Plan For Key Executives is
hereby amended in the following particulars, effective May 18, 1995:
1. Section 14.5 of the existing Plan is hereby deleted and replaced
with new section 14.5 which shall read as follows:
14.5 CHANGE IN CONTROL Notwithstanding any other provisions of this
Plan, upon any Change in Control (as defined hereinbelow) the Account
Balance of each Participant shall become fully vested (including,
without limitation for purposes of Section 7.2) and, at the
Participant's discretion, shall be due and payable in a lump-sum within
ninety days of such Participant's termination of employment from
Employer and the applicable interest crediting rate under Section 7.3
shall be the maximum rate provided therein (Treasury Rate plus 3%). The
term "Change in Control" shall mean (a) any "person" (as such term is
used in Sections 3(a) (9) and 13(d) (3) of the Securities Exchange Act
of 1934) becomes the beneficial owner (as such term is used in Section
13(d) (1) of the Securities Exchange Act of 1934), directly or
indirectly, of securities of the Company representing at least 25% of
the combined voting power of the then outstanding securities of the
Company; (b) during any period of twenty-four (24) consecutive months,
individuals who at the beginning of such period constituted the Board
cease for any reason to constitute at least a majority thereof, unless
the election, or the nomination for election of each new director was
approved by a vote of at least two-thirds of the directors then still in
office who were directors at the beginning of the period; (c) all or
substantially all of the Company's assets are sold as an entirety to any
person or related group of persons; or (d) the Company is merged with or
into another corporation or another corporation is merged into the
Company with the effect that
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immediately after such transaction the stockholders of the Company
immediately prior to such transaction hold less then a majority in
interest of the total voting power entitled to vote in the election of
directors, managers or trustees of the entity surviving such transaction.
