The primary function of the Compensation Committee (the “Committee”) is to assist the Board of Directors (the “Board”) of the Titan Corporation (“Corporation”) in fulfilling its oversight responsibilities relating to:
The Committee shall be comprised of three or more directors as determined by the Board, each of whom in the judgment of the Board, has experience that would be valuable in providing broad direction to the Board on all matters related to compensation and who qualify as “independent” under the listing standards of the New York Stock Exchange (“NYSE”). At least two of the members of the Committee shall satisfy the “non-employee director” standard within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended from time to time. The members of the Committee shall be elected by the Board at the annual organizational meeting of the Board and shall serve until their successors shall be duly elected and qualified or until their earlier resignation or removal by the Board. The members of the Committee shall be “outside directors” within the meaning of Section 162 (m) of the Internal Revenue Code of 1986 as amended from time to time and income tax regulations promulgated thereunder as in effect from time to time. Unless a Chair is elected by the full Board, the members of the Committee may designate a Chair by majority vote of the full Committee membership.
The Committee may form subcommittees for any purpose that the Committee deems appropriate and may delegate to such subcommittees such power and authority as the Committee deems appropriate, to the extent permitted by applicable law, regulation or listing standard.
The Committee shall meet at least twice annually, including an annual review of the cash and equity compensation of senior management. The Committee shall meet at such additional times as determined necessary or advisable by a majority of the Committee.
Following each of its meetings, the Committee shall deliver a report on the meeting to the Board, including a description of all actions taken by the Committee at the meeting.
IV. RESPONSIBILITIES AND DUTIES
The Committee shall have the following responsibilities and duties:
V. EVALUATION OF THE COMMITTEE
The Committee shall, on an annual basis, evaluate its performance under this Charter. In conducting this review, the Committee shall evaluate whether this Charter appropriately addresses the matters that are or should be within its scope. The Committee shall address all matters that the Committee considers relevant to its performance, including at least the following: the adequacy, appropriateness and quality of the information and recommendation presented by the Committee to the Board, the manner in which they were discussed or debated, and whether the number and length of meetings of the Committee were adequate for the Committee to complete its work in a thorough and thoughtful manner. The Committee shall deliver to the Board a report setting forth the results of its evaluation, including any recommended amendments to this Charter and any recommended changes to the Corporation’s or the Board’s policies; such changes shall include any modifications necessary to satisfy any applicable requirements of the NYSE, the SEC and any other legal or regulatory requirements.
Adopted By the Compensation, Stock Option and
of The Board of Directorsof
The Titan Corporation
August 22, 2002
Revised July 19, 2004
Ratified by the Board of Directors on July 21, 2004