THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Titan Corporation (Retired) (TTN.X)

4/29/2005 Proxy Information

In conjunction with Titan's exit of its international telecommunications business, Titan's wholly owned subsidiary, Titan Wireless, Inc. ("Titan Wireless"), entered into an agreement with Geolution International, Inc. ("Geolution") under which Geolution agreed to assume and perform warranty and other contractual obligations of Titan Wireless. Geolution, a newly formed company, was founded by a former executive of Titan Wireless and former officer of Titan. Under the agreement, Titan Wireless was required to pay Geolution for services rendered, a fixed fee of $1.9 million and an equipment warranty fee of up to $1.4 million, plus certain actual out of pocket expenses. These fees and expenses were payable through September 2004, the period of Titan Wireless' warranty obligations under its existing customer contracts. In March 2004, Titan settled its remaining contractual liability to Geolution with a final cash payment of $521,400.

In March 2002, Titan's Board of Directors adopted a stock option relinquishment program, the primary purpose of which was to align the interests of its directors and senior executives more closely with its stockholders' interests by allowing directors and senior executives to participate in the appreciation in Titan equity value:

• without requiring Titan's Directors and executive officers to trade shares of its common stock obtained through the exercise of options on the open market; and

• without the dilutive and potentially stock-price depressive effects associated with the exercise and subsequent sale of stock option shares.

The program also was intended to assist the participants with their individual financial planning. Under the program, a participant was allowed to relinquish eligible, in-the-money stock options in exchange for a loan, the principal amount of which was 150% of the difference between the aggregate exercise price of the options and the product of (i) the number of shares issuable upon exercise of the options and (ii) a 20 day trailing average of the daily high and low sales price of Titan's common stock prior to relinquishment. The loans bear interest at a rate equal to the applicable federal rate as published by the Internal Revenue Service for the month in which the loan was made. The loans were made contingent upon the participant's utilizing a portion of the loan proceeds to purchase a life insurance policy with a death benefit sufficient to repay the loan and accrued interest thereon upon maturity.

Under the program, the following transactions occurred (in whole shares and dollars):

• Dr. Ray, Chairman of the Board and Chief Executive Officer: 222,380 options relinquished on June 18, 2002, $3,985,725 principal amount of loan, 5.48% interest per annum;

• Mr. Fink, Director: 15,000 options relinquished on June 27, 2002, $336,337.50 principal amount of loan, 5.48% interest per annum; and

• Mr. Alexander, Director: 19,972 options relinquished effective June 19, 2002, $499,999 principal amount of loan, 5.48% interest per annum.

The amount of the stock options relinquished under the program do not reflect any adjustment as a result of the spin-off of Titan's subsidiary SureBeam Corporation on August 5, 2002, since the relinquishment occurred before the date for said adjustment. Titan has recorded interest income of $0.5 million to date related to the accrued interest on the outstanding loans due from the directors noted above.

As of the effective date of the Sarbanes-Oxley Act in July 2002, which precludes such loans to company officers and directors, the Stock Option and Relinquishment Plan was no longer available to Titan Directors and executive officers.

An officer of one of Titan's operating units has a financial interest in a facility rented by the unit. Total rent paid by the unit in 2004 related to this facility was $33,442 and this facility was sold by the officer to an unrelated party in the first quarter of 2004.

In September 2004, Titan entered into an agreement with the Berlin Group Inc., an investor relations firm. A principal in the firm is a family member of one of Titan's senior executives. Management believes the terms of the agreement reflect the market value of the services received.

On April 13, 2005, Titan entered into a merger agreement to acquire Intelligence Data Systems, Inc., a high tech and professional services firm supporting the U.S. intelligence community, for $42.5 million in cash. Paul Sullivan, our Senior Vice President—Business Development, is a director of IDS and holds equity interests in IDS. Mr. Sullivan is expected to receive aggregate gross proceeds of $820,000, including amounts withheld in an escrow account, upon the effectiveness of the merger. Mr. Sullivan did not participate in our negotiations of the merger agreement.

7/26/2004 Proxy Information

During 2003, Mr. Rose owned a property located at 1501 Merchants Way in Niceville, Florida that was leased by BTG, Inc. commencing on March 1, 1992 and expiring on February 28, 2003. As a result of our acquisition of BTG, Inc. in November 2001, we assumed the lease. Subsequently, in December 2002, Mr. Rose was elected as a Senior Vice President of Titan. In February 2003, Titan's Board reviewed the lease and determined, with the concurrence of Mr. Rose, that this related party transaction was not in the best interests of Titan and our stockholders. Accordingly, the Board also determined that Mr. Rose should make arrangements to divest his interest in the property. On January 1, 2004, the lease was amended by letter agreement to provide for a month-to-month term and on March 1, 2004, Mr. Rose sold all interest he had in the property in conformity with Board determinations. During 2003 and the first quarter of 2004, we paid $198,480 and $33,441, respectively to Mr. Rose for the lease of this property.

Three of our Directors, including our CEO, have outstanding loans from us that were made under a stock option relinquishment program in March 2002 before the enactment of the Sarbanes-Oxley Act of 2002, which precludes such loans. Under the program, a participant was allowed to relinquish eligible, in-the-money stock options in exchange for a loan, the principle amount of which was 150% of the difference between the aggregate exercise price of the options and the product of (i) the number of shares payable upon exercise of the options, and (ii) a 20 day trailing average of the high and low sales price of our common stock prior to relinquishment. The loans were made contingent upon the participant's utilizing a portion of the loan proceeds to purchase a life insurance policy with a death benefit sufficient to repay the loan and accrued interest thereon upon maturity. For purposes of the program, the maturity date is defined as 90 days following the death of the survivor of the insureds (either the Director or their spouse). Interest on the loans is payable only upon maturity.

Under the program the following transactions occurred (in whole shares and dollars):

• Dr. Ray, Chairman of the Board, President and Chief Executive Officer: 222,380 options relinquished on June 18, 2002, $3,985,725 principal amount of loan, 5.48% interest per annum;

• Mr. Fink, Director: 15,000 options relinquished on June 27, 2002, $336,337.50 principal amount of loan, 5.48% interest per annum; and

• Mr. Alexander, Director: 19,972 options relinquished effective June 19, 2002, $499,999 principal amount of loan, 5.48% interest per annum.

4/15/2003 Proxy Information

No related party transactions or special relationships reported for this company. Director relationships marked "Outside Related" at this firm will most often be former executives of the company. Additional information regarding these relationships will be added during our regular updates.