Common use of EMPLOYEE BENEFIT PLANS; LABOR MATTERS; NO PARACHUTE PAYMENTS Clause in Contracts

EMPLOYEE BENEFIT PLANS; LABOR MATTERS; NO PARACHUTE PAYMENTS. (a) Section 3.6(a) of the Cereus Disclosure Schedule lists all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, whether legally enforceable or not, to which Cereus or any Subsidiary of Cereus is a party, with respect to which Cereus or any Subsidiary of Cereus has any obligation or which are maintained, contributed to or sponsored by Cereus or any Subsidiary of Cereus for the benefit of any current or former employee, officer or director of Cereus or any Subsidiary of Cereus (collectively, the "CEREUS BENEFIT PLANS"). With respect to each Cereus Benefit Plan, Cereus has delivered, or prior to Closing will deliver, or make available to Parent a true, complete and correct copy of (i) such Cereus Benefit Plan and the most recent summary plan description related to such Cereus Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement relating to such Cereus Benefit Plan, (iii) the most recent annual report (Form 5500) filed with the Internal Revenue Service ("IRS")with respect to such Cereus Benefit Plan, (iv) the most recent actuarial report or financial statement relating to such Cereus Benefit Plan and (v) the most recent determination letter issued by the IRS with respect to such Cereus Benefit Plan, if it is qualified under Section 401(a) of the Code. Neither Cereus nor any Subsidiary of Cereus has any express or implied commitment, whether legally enforceable or not, (i) to create, incur liability with respect to or cause to exist any other employee benefit plan, program or arrangement, (ii) to enter into any contract or agreement to provide compensation or benefits to any individual or (iii) to modify, change or terminate any Cereus Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code. (b) None of the Cereus Benefit Plans is a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA) (a "MULTIEMPLOYER PLAN") or a single employer pension plan (within the meaning of Section 4001(a)(15) of ERISA) for which Cereus or any Subsidiary of Cereus could incur liability under Section 4063 or 4064 of ERISA (a "MULTIPLE EMPLOYER PLAN"). None of the Cereus Benefit Plans provides for or promises retiree medical, disability or life insurance benefits to any current or former employee, officer or director of Cereus or any Subsidiary of Cereus. (c) Each Cereus Benefit Plan has been administered in all material respects in accordance with its terms and all contributions required to be made under the terms of any of the Cereus Benefit Plans as of the date of this Agreement have been timely made or have been reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Cereus SEC Reports prior to the date of this Agreement. Except as set forth in Schedule 3.6(c), with respect to the Cereus Benefit Plans, no event has occurred and, to the knowledge of Cereus, there exists no condition or set of circumstances in connection with which Cereus or any Subsidiary of Cereus could be subject to any liability under the terms of such Cereus Benefit Plans, ERISA, the Code or any other applicable law which would reasonably be expected to have, individually or in the aggregate, a Cereus Material Adverse Effect. No legal action, suit or claim is pending or, to the knowledge of Cereus, threatened with respect to any Cereus Benefit Plan (other than claims for benefits in the ordinary course). (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Cereus Material Adverse Effect: (i) each Cereus Benefit Plan which is intended to be qualified under Section 401(a) of the Code or Section 401(k) of the Code has received a favorable determination letter from the IRS that it is so qualified and each trust established in connection with any Cereus Benefit Plan which is intended to be exempt from federal income taxation under Section 501(a) of the Code has received a determination letter from the IRS that it is so exempt, and no fact or event has occurred since the date of such determination letter from the IRS to adversely affect the qualified status of any such Cereus Benefit Plan or the exempt status of any such trust; (ii) each trust maintained or contributed to by Cereus or any Subsidiary of Cereus which is intended to be qualified as a voluntary employees' beneficiary association and which is intended to be exempt from federal income taxation under Section 501(c)(9) of the Code has received a favorable determination letter from the IRS that it is so qualified and so exempt, and no fact or event has occurred since the date of such determination by the IRS to adversely affect such qualified or exempt status; (iii) there has been no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Cereus Benefit Plan; (iv) neither Cereus nor any Subsidiary of Cereus has incurred any liability for any penalty or tax arising under Section 4971, 4972, 4980, 4980B or 6652 of the Code or any liability under Section 502 of ERISA, and no fact or event exists which could give rise to any such liability; (v) no complete or partial termination has occurred within the five years preceding the date hereof with respect to any Cereus Benefit Plan; (vi) no Cereus Benefit Plan is subject to Title IV of ERISA; (vii) none of the assets of Cereus or any Subsidiary of Cereus is the subject of any lien arising under Section 302(f) of ERISA or Section 412(n) of the Code; neither Cereus nor any Subsidiary of Cereus has been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the Code; and no fact or event exists which could give rise to any such lien or requirement to post any such security; (viii) all contributions, premiums or payments required to be made with respect to any Cereus Benefit Plan have been made on or before their due dates; and (ix) all such contributions have been fully deducted for income tax purposes and no such deduction has been challenged or disallowed by any government entity and no fact or event exists which could give rise to any such challenge or disallowance. (e) Neither Cereus nor any Subsidiary of Cereus is a party to any collective bargaining or other labor union contract applicable to persons employed by Cereus or any Subsidiary of Cereus and no collective bargaining agreement is being negotiated by Cereus or any Subsidiary of Cereus. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Cereus or any Subsidiary of Cereus pending or, to the knowledge of Cereus, threatened which may interfere with the respective business activities of Cereus or any Subsidiary of Cereus, except where such dispute, strike or work stoppage would not reasonably be expected to have a Cereus Material Adverse Effect. As of the date of this Agreement, to the knowledge of Cereus, there is no charge or complaint against Cereus or any Subsidiary of Cereus pending before the National Labor Relations Board or any comparable governmental entity pending or threatened in writing, except where such unfair labor practice, charge or complaint would not reasonably be expected to have a Cereus Material Adverse Effect. (f) Cereus has delivered or made available to Parent true, complete and correct copies of (i) all employment agreements with officers and all consulting agreements of Cereus and each Subsidiary of Cereus providing for annual compensation in excess of $200,000, (ii) all severance plans, agreements, programs and policies of Cereus and each Subsidiary of Cereus with or relating to their respective employees or consultants, and (iii) all plans, programs, agreements and other arrangements of Cereus and each Subsidiary of Cereus with or relating to their respective employees or consultants which contain "change of control" provisions. (g) No employee of Cereus or its Subsidiaries will be entitled to any additional benefits or any acceleration of the time of payment or vesting of any benefits sundxx xxx Cereus Benefit Plan as a result of the Transactions. No amount payable, or economic benefit provided, by Cereus or its Subsidiaries (including any acceleration of the time of payment or vesting of any benefit) could be considered an "excess parachute payment" under Section 280G of the Code. No person is entitled to receive any additional payment from Cereus or its Subsidiaries or any other person in the event that the excise tax of Section 4999 of the Code is imposed on such person.

EMPLOYEE BENEFIT PLANS; LABOR MATTERS; NO PARACHUTE PAYMENTS. (a) Section 3.6(a4.6(a) of the Cereus Parent Disclosure Schedule lists all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, whether legally enforceable or not, to which Cereus Parent or any Subsidiary of Cereus Parent is a party, with respect to which Cereus Parent or any Subsidiary of Cereus Parent has any obligation or which are maintained, contributed to or sponsored by Cereus Parent or any Subsidiary of Cereus Parent for the benefit of any current or former employee, officer or director of Cereus Parent or any Subsidiary of Cereus Parent (collectively, the "CEREUS PARENT BENEFIT PLANS"). With respect to each Cereus Parent Benefit Plan, Cereus Parent has delivered, or prior to Closing will deliver, or make available to Parent a true, complete and correct copy of (i) such Cereus Parent Benefit Plan and the most recent summary plan description related to such Cereus Parent Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement relating to such Cereus Parent Benefit Plan, (iii) the most recent annual report (Form 5500) filed with the Internal Revenue Service ("IRS")with IRS) with respect to such Cereus Parent Benefit Plan, (iv) the most recent actuarial report or financial statement relating to such Cereus Parent Benefit Plan and (v) the most recent determination letter issued by the IRS with respect to such Cereus Parent Benefit Plan, if it is qualified under Section 401(a) of the Code. Neither Cereus Parent nor any Subsidiary of Cereus Parent has any express or implied commitment, whether legally enforceable or not, (i) to create, incur liability with respect to or cause to exist any other employee benefit plan, program or arrangement, (ii) to enter into any contract or agreement to provide compensation or benefits to any individual or (iii) to modify, change or terminate any Cereus Parent Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code. (b) None of the Cereus Parent Benefit Plans is a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA) (a "MULTIEMPLOYER PLAN") Multiemployer Plan or a single employer pension plan (within the meaning of Section 4001(a)(15) of ERISA) for which Cereus or any Subsidiary of Cereus could incur liability under Section 4063 or 4064 of ERISA (a "MULTIPLE EMPLOYER PLAN")Multiple Employer Plan. None of the Cereus Parent Benefit Plans provides for or promises retiree medical, disability or life insurance benefits to any current or former employee, officer or director of Cereus Parent or any Subsidiary of CereusParent. (c) Each Cereus Parent Benefit Plan has been administered in all material respects in accordance with its terms and all contributions required to be made under the terms of any of the Cereus Parent Benefit Plans as of the date of this Agreement have been timely made or have been reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Cereus SEC Parent Reports prior to the date of this Agreement. Except as set forth in Schedule 3.6(c4.6(c), with respect to the Cereus Parent Benefit Plans, no event has occurred and, to the knowledge of CereusParent, there exists no condition or set of circumstances in connection with which Cereus Parent or any Subsidiary of Cereus Parent could be subject to any liability under the terms of such Cereus Parent Benefit Plans, ERISA, the Code or any other applicable law which would reasonably be expected to have, individually or in the aggregate, a Cereus Parent Material Adverse Effect. No legal action, suit or claim is pending or, to the knowledge of CereusParent, threatened with respect to any Cereus Parent Benefit Plan (other than claims for benefits in the ordinary course). (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Cereus Parent Material Adverse Effect: (i) each Cereus Parent Benefit Plan which is intended to be qualified under Section 401(a) of the Code or Section 401(k) of the Code has received a favorable determination letter from the IRS that it is so qualified and each trust established in connection with any Cereus Parent Benefit Plan which is intended to be exempt from federal income taxation under Section 501(a) of the Code has received a determination letter from the IRS that it is so exempt, and no fact or event has occurred since the date of such determination letter from the IRS to adversely affect the qualified status of 26 any such Cereus Parent Benefit Plan or the exempt status of any such trust; (ii) each trust maintained or contributed to by Cereus Parent or any Subsidiary of Cereus Parent which is intended to be qualified as a voluntary employees' beneficiary association and which is intended to be exempt from federal income taxation under Section 501(c)(9) of the Code has received a favorable determination letter from the IRS that it is so qualified and so exempt, and no fact or event has occurred since the date of such determination by the IRS to adversely affect such qualified or exempt status; (iii) there has been no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Cereus Parent Benefit Plan; (iv) neither Cereus Parent nor any Subsidiary of Cereus Parent has incurred any liability for any penalty or tax arising under Section 4971, 4972, 4980, 4980B or 6652 of the Code or any liability under Section 502 of ERISA, and no fact or event exists which could give rise to any such liability; (v) no complete or partial termination has occurred within the five years preceding the date hereof with respect to any Cereus Parent Benefit Plan; (vi) no Cereus Parent Benefit Plan is subject to Title IV of ERISA; (vii) none of the assets of Cereus Parent or any Subsidiary of Cereus Parent is the subject of any lien arising under Section 302(f) of ERISA or Section 412(n) of the Code; neither Cereus Parent nor any Subsidiary of Cereus Parent has been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the Code; and no fact or event exists which could give rise to any such lien or requirement to post any such security; (viii) all contributions, premiums or payments required to be made with respect to any Cereus Parent Benefit Plan have been made on or before their due dates; and (ix) all such contributions have been fully deducted for income tax purposes and no such deduction has been challenged or disallowed by any government entity and no fact or event exists which could give rise to any such challenge or disallowance. (e) Neither Cereus Parent nor any Subsidiary of Cereus Parent is a party to any collective bargaining or other labor union contract applicable to persons employed by Cereus Parent or any Subsidiary of Cereus Parent and no collective bargaining agreement is being negotiated by Cereus Parent or any Subsidiary of CereusParent. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Cereus Parent or any Subsidiary of Cereus Parent pending or, to the knowledge of CereusParent, threatened which may interfere with the respective business activities of Cereus Parent or any Subsidiary of CereusParent, except where such dispute, strike or work stoppage would not reasonably be expected to have a Cereus Parent Material Adverse Effect. As of the date of this Agreement, to the knowledge of CereusParent, there is no charge or complaint against Cereus Parent or any Subsidiary of Cereus Parent pending before the National Labor Relations Board or any comparable governmental entity pending or threatened in writing, except where such unfair labor practice, charge or complaint would not reasonably be expected to have a Cereus Parent Material Adverse Effect. (f) Cereus Parent has delivered or made available to Parent true, complete and correct copies of (i) all employment agreements with officers and all consulting agreements of Cereus Parent and each Subsidiary of Cereus Parent providing for annual compensation in excess of $200,000, (ii) all severance plans, agreements, programs and policies of Cereus Parent and each Subsidiary of Cereus Parent with or relating to their respective employees or consultants, and (iii) all plans, programs, agreements and other arrangements 25 27 of Cereus Parent and each Subsidiary of Cereus Parent with or relating to their respective employees or consultants which contain "change of control" provisions. (g) No employee of Cereus Parent or its Subsidiaries will be entitled to any additional benefits or any an acceleration of the time of payment or vesting of any benefits sundxx xxx Cereus under any of Parent Benefit Plan as a result of the Transactions. No amount payable, or economic benefit provided, by Cereus Parent or its Subsidiaries (including any acceleration of the time of payment or vesting of any benefit) could be considered an "excess parachute payment" under Section 280G of the Code. No person is entitled to receive any additional payment from Cereus Parent or its Subsidiaries or any other person in the event that the excise tax of Section 4999 of the Code is imposed on such person.

EMPLOYEE BENEFIT PLANS; LABOR MATTERS; NO PARACHUTE PAYMENTS. (a) Section 3.6(a4.6(a) of the Cereus Parent Disclosure Schedule lists all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, whether legally enforceable or not, to which Cereus Parent or any Subsidiary of Cereus Parent is a party, with respect to which Cereus Parent or any Subsidiary of Cereus Parent has any obligation or which are maintained, contributed to or sponsored by Cereus Parent or any Subsidiary of Cereus Parent for the benefit of any current or former employee, officer or director of Cereus Parent or any Subsidiary of Cereus Parent (collectively, the "CEREUS PARENT BENEFIT PLANS"). With respect to each Cereus Parent Benefit Plan, Cereus Parent has delivered, or prior to Closing will deliver, or make available to Parent a true, complete and correct copy of (i) such Cereus Parent Benefit Plan and the most recent summary plan description related to such Cereus Parent Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement relating to such Cereus Parent Benefit Plan, (iii) the most recent annual report (Form 5500) filed with the Internal Revenue Service ("IRS")with IRS) with respect to such Cereus Parent Benefit Plan, (iv) the most recent actuarial report or financial statement relating to such Cereus Parent Benefit Plan and (v) the most recent determination letter issued by the IRS with respect to such Cereus Parent Benefit Plan, if it is qualified under Section 401(a) of the Code. Neither Cereus Parent nor any Subsidiary of Cereus Parent has any express or implied commitment, whether legally enforceable or not, (i) to create, incur liability with respect to or cause to exist any other employee benefit plan, program or arrangement, (ii) to enter into any contract or agreement to provide compensation or benefits to any individual or (iii) to modify, change or terminate any Cereus Parent Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code. (b) None of the Cereus Parent Benefit Plans is a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA) (a "MULTIEMPLOYER PLAN") Multiemployer Plan or a single employer pension plan (within the meaning of Section 4001(a)(15) of ERISA) for which Cereus or any Subsidiary of Cereus could incur liability under Section 4063 or 4064 of ERISA (a "MULTIPLE EMPLOYER PLAN")Multiple Employer Plan. None of the Cereus Parent Benefit Plans provides for or promises retiree medical, disability or life insurance benefits to any current or former employee, officer or director of Cereus Parent or any Subsidiary of CereusParent. (c) Each Cereus Parent Benefit Plan has been administered in all material respects in accordance with its terms and all contributions required to be made under the terms of any of the Cereus Parent Benefit Plans as of the date of this Agreement have been timely made or have been reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Cereus SEC Parent Reports prior to the date of this Agreement. Except as set forth in Schedule 3.6(c4.6(c), with respect to the Cereus Parent Benefit Plans, no event has occurred and, to the knowledge of CereusParent, there exists no condition or set of circumstances in connection with which Cereus Parent or any Subsidiary of Cereus Parent could be subject to any liability under the terms of such Cereus Parent Benefit Plans, ERISA, the Code or any other applicable law which would reasonably be expected to have, individually or in the aggregate, a Cereus Parent Material Adverse Effect. No legal action, suit or claim is pending or, to the knowledge of CereusParent, threatened with respect to any Cereus Parent Benefit Plan (other than claims for benefits in the ordinary course). (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Cereus Parent Material Adverse Effect: (i) each Cereus Parent Benefit Plan which is intended to be qualified under Section 401(a) of the Code or Section 401(k) of the Code has received a favorable determination letter from the IRS that it is so qualified and each trust established in connection with any Cereus Parent Benefit Plan which is intended to be exempt from federal income taxation under Section 501(a) of the Code has received a determination letter from the IRS that it is so exempt, and no fact or event has occurred since the date of such determination letter from the IRS to adversely affect the qualified status of any such Cereus Parent Benefit Plan or the exempt status of any such trust; (ii) each trust maintained or contributed to by Cereus Parent or any Subsidiary of Cereus Parent which is intended to be qualified as a voluntary employees' beneficiary association and which is intended to be exempt from federal income taxation under Section 501(c)(9) of the Code has received a favorable determination letter from the IRS that it is so qualified and so exempt, and no fact or event has occurred since the date of such determination by the IRS to adversely affect such qualified or exempt status; (iii) there has been no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Cereus Parent Benefit Plan; (iv) neither Cereus Parent nor any Subsidiary of Cereus Parent has incurred any liability for any penalty or tax arising under Section 4971, 4972, 4980, 4980B or 6652 of the Code or any liability under Section 502 of ERISA, and no fact or event exists which could give rise to any such liability; (v) no complete or partial termination has occurred within the five years preceding the date hereof with respect to any Cereus Parent Benefit Plan; (vi) no Cereus Parent Benefit Plan is subject to Title IV of ERISA; (vii) none of the assets of Cereus Parent or any Subsidiary of Cereus Parent is the subject of any lien arising under Section 302(f) of ERISA or Section 412(n) of the Code; neither Cereus Parent nor any Subsidiary of Cereus Parent has been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the Code; and no fact or event exists which could give rise to any such lien or requirement to post any such security; (viii) all contributions, premiums or payments required to be made with respect to any Cereus Benefit Plan have been made on or before their due dates; and (ix) all such contributions have been fully deducted for income tax purposes and no such deduction has been challenged or disallowed by any government entity and no fact or event exists which could give rise to any such challenge or disallowance.all (e) Neither Cereus Parent nor any Subsidiary of Cereus Parent is a party to any collective bargaining or other labor union contract applicable to persons employed by Cereus Parent or any Subsidiary of Cereus Parent and no collective bargaining agreement is being negotiated by Cereus Parent or any Subsidiary of CereusParent. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Cereus Parent or any Subsidiary of Cereus Parent pending or, to the knowledge of CereusParent, threatened which may interfere with the respective business activities of Cereus Parent or any Subsidiary of CereusParent, except where such dispute, strike or work stoppage would not reasonably be expected to have a Cereus Parent Material Adverse Effect. As of the date of this Agreement, to the knowledge of CereusParent, there is no charge or complaint against Cereus Parent or any Subsidiary of Cereus Parent pending before the National Labor Relations Board or any comparable governmental entity pending or threatened in writing, except where such unfair labor practice, charge or complaint would not reasonably be expected to have a Cereus Parent Material Adverse Effect. (f) Cereus Parent has delivered or made available to Parent true, complete and correct copies of (i) all employment agreements with officers and all consulting agreements of Cereus Parent and each Subsidiary of Cereus Parent providing for annual compensation in excess of $200,000, (ii) all severance plans, agreements, programs and policies of Cereus Parent and each Subsidiary of Cereus Parent with or relating to their respective employees or consultants, and (iii) all plans, programs, agreements and other arrangements of Cereus Parent and each Subsidiary of Cereus Parent with or relating to their respective employees or consultants which contain "change of control" provisions. (g) No employee of Cereus Parent or its Subsidiaries will be entitled to any additional benefits or any an acceleration of the time of payment or vesting of any benefits sundxx xxx Cereus under any of Parent Benefit Plan as a result of the Transactions. No amount payable, or economic benefit provided, by Cereus Parent or its Subsidiaries (including any acceleration of the time of payment or vesting of any benefit) could be considered an "excess parachute payment" under Section 280G of the Code. No person is entitled to receive any additional payment from Cereus Parent or its Subsidiaries or any other person in the event that the excise tax of Section 4999 of the Code is imposed on such person.

EMPLOYEE BENEFIT PLANS; LABOR MATTERS; NO PARACHUTE PAYMENTS. (a) Section 3.6(a4.6(a) of the Cereus Parent Disclosure Schedule lists all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, whether legally enforceable or not, to which Cereus Parent or any Subsidiary of Cereus Parent is a party, with respect to which Cereus Parent or any Subsidiary of Cereus Parent has any obligation or which are maintained, contributed to or sponsored by Cereus Parent or any Subsidiary of Cereus Parent for the benefit of any current or former employee, officer or director of Cereus Parent or any Subsidiary of Cereus Parent (collectively, the "CEREUS PARENT BENEFIT PLANS"). With respect to each Cereus Parent Benefit Plan, Cereus Parent has delivered, or prior to Closing will deliver, or make available to Parent a true, complete and correct copy of (i) such Cereus Parent Benefit Plan and the most recent summary plan description related to such Cereus Parent Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement relating to such Cereus Parent Benefit Plan, (iii) the most recent annual report (Form 5500) filed with the Internal Revenue Service ("IRS")with IRS) with respect to such Cereus Parent Benefit Plan, (iv) the most recent actuarial report or financial statement relating to such Cereus Parent Benefit Plan and (v) the most recent determination letter issued by the IRS with respect to such Cereus Parent Benefit Plan, if it is qualified under Section 401(a) of the Code. Neither Cereus Parent nor any Subsidiary of Cereus Parent has any express or implied commitment, whether legally enforceable or not, (i) to create, incur liability with respect to or cause to exist any other employee benefit plan, program or arrangement, (ii) to enter into any contract or agreement to provide compensation or benefits to any individual or (iii) to modify, change or terminate any Cereus Parent Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code. (b) None of the Cereus Parent Benefit Plans is a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA) (a "MULTIEMPLOYER PLAN") Multiemployer Plan or a single employer pension plan (within the meaning of Section 4001(a)(15) of ERISA) for which Cereus or any Subsidiary of Cereus could incur liability under Section 4063 or 4064 of ERISA (a "MULTIPLE EMPLOYER PLAN")Multiple Employer Plan. None of the Cereus Parent Benefit Plans provides for or promises retiree medical, disability or life insurance benefits to any current or former employee, officer or director of Cereus Parent or any Subsidiary of CereusParent. (c) Each Cereus Parent Benefit Plan has been administered in all material respects in accordance with its terms and all contributions required to be made under the terms of any of the Cereus Parent Benefit Plans as of the date of this Agreement have been timely made or have been reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Cereus SEC Parent Reports prior to the date of this Agreement. Except as set forth in Schedule 3.6(c), with With respect to the Cereus Parent Benefit Plans, no event has occurred and, to the knowledge of CereusParent, there exists no condition or set of circumstances in connection with which Cereus Parent or any Subsidiary of Cereus Parent could be subject to any liability under the terms of such Cereus Parent Benefit Plans, ERISA, the Code or any other applicable law which would reasonably be expected to have, individually or in the aggregate, a Cereus Parent Material Adverse Effect. No legal action, suit or claim is pending or, to the knowledge of CereusParent, threatened with respect to any Cereus Parent Benefit Plan (other than claims for benefits in the ordinary course). (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Cereus Parent Material Adverse Effect: (i) each Cereus Parent Benefit Plan which is intended to be qualified under Section 401(a) of the Code or Section 401(k) of the Code has received a favorable determination letter from the IRS that it is so qualified and each trust established in connection with any Cereus Parent Benefit Plan which is intended to be exempt from federal income taxation under Section 501(a) of the Code has received a determination letter from the IRS that it is so exempt, and no fact or event has occurred since the date of such determination letter from the IRS to adversely affect the qualified status of any such Cereus Parent Benefit Plan or the exempt status of any such trust; (ii) each trust maintained or contributed to by Cereus Parent or any Subsidiary of Cereus Parent which is intended to be qualified as a voluntary employees' beneficiary association and which is intended to be exempt from federal income taxation under Section 501(c)(9) of the Code has received a favorable determination letter from the IRS that it is so qualified and so exempt, and no fact or event has occurred since the date of such determination by the IRS to adversely affect such qualified or exempt status; (iii) there has been no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Cereus Parent Benefit Plan; (iv) neither Cereus Parent nor any Subsidiary of Cereus Parent has incurred any liability for any penalty or tax arising under Section 4971, 4972, 4980, 4980B or 6652 of the Code or any liability under Section 502 of ERISA, and no fact or event exists which could give rise to any such liability; (v) no complete or partial termination has occurred within the five years preceding the date hereof with respect to any Cereus Parent Benefit Plan; (vi) no Cereus Parent Benefit Plan is subject to Title IV of ERISA; (vii) none of the assets of Cereus Parent or any Subsidiary of Cereus Parent is the subject of any lien arising under Section 302(f) of ERISA or Section 412(n) of the Code; , neither Cereus Parent nor any Subsidiary of Cereus Parent has been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the Code; , and no fact or event exists which could give rise to any such lien or requirement to post any such security; (viii) all contributions, premiums or payments required to be made with respect to any Cereus Parent Benefit Plan have been made on or before their due dates; and (ix) all such contributions have been fully deducted for income tax purposes and no such deduction has been challenged or disallowed by any government entity and no fact or event exists which could give rise to any such challenge or disallowance. (e) Neither Cereus Parent nor any Subsidiary of Cereus Parent is a party to any collective bargaining or other labor union contract applicable to persons employed by Cereus Parent or any Subsidiary of Cereus Parent and no collective bargaining agreement is being negotiated by Cereus Parent or any Subsidiary of CereusParent. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Cereus Parent or any Subsidiary of Cereus Parent pending or, to the knowledge of CereusParent, threatened which may interfere with the respective business activities of Cereus Parent or any Subsidiary of CereusParent, except where such dispute, strike or work stoppage would not reasonably be expected to have a Cereus Parent Material Adverse Effect. As of the date of this Agreement, to the knowledge of CereusParent, there is no charge or complaint against Cereus Parent or any Subsidiary of Cereus Parent pending before the National Labor Relations Board or any comparable governmental entity pending or threatened in writing, except where such unfair labor practice, charge or complaint would not reasonably be expected to have a Cereus Parent Material Adverse Effect. (f) Cereus Parent has delivered or made available to Parent true, complete and correct copies of (i) all employment agreements with officers and all consulting agreements of Cereus Parent and each Subsidiary of Cereus Parent providing for annual compensation in excess of $200,000100,000, (ii) all severance plans, agreements, programs and policies of Cereus Parent and each Subsidiary of Cereus Parent with or relating to their respective employees or consultants, and (iii) all plans, programs, agreements and other arrangements of Cereus Parent and each Subsidiary of Cereus Parent with or relating to their respective employees or consultants which contain "change of control" provisions. (g) No employee of Cereus Parent or its Subsidiaries will be entitled to any additional benefits or any an acceleration of the time of payment or vesting of any benefits sundxx xxx Cereus under any of Parent Benefit Plan as a result of the Transactions. No amount payable, or economic benefit provided, by Cereus Parent or its Subsidiaries (including any acceleration of the time of payment or vesting of any benefit) could be considered an "excess parachute payment" under Section 280G of the Code. No person is entitled to receive any additional payment from Cereus Parent or its Subsidiaries or any other person in the event that the excise tax of Section 4999 of the Code is imposed on such person.

EMPLOYEE BENEFIT PLANS; LABOR MATTERS; NO PARACHUTE PAYMENTS. (a) Section 3.6(a4.6(a) of the Cereus Parent Disclosure Schedule lists all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, whether legally enforceable or not, to which Cereus Parent or any Subsidiary of Cereus Parent is a party, with respect to which Cereus Parent or any Subsidiary of Cereus Parent has any obligation or which are maintained, contributed to or sponsored by Cereus Parent or any Subsidiary of Cereus Parent for the benefit of any current or former employee, officer or director of Cereus Parent or any Subsidiary of Cereus Parent (collectively, the "CEREUS PARENT BENEFIT PLANS"). With respect to each Cereus Parent Benefit Plan, Cereus Parent has delivered, or prior to Closing will deliver, or make available to Parent a true, complete and correct copy of (i) such Cereus Parent Benefit Plan and the most recent summary plan description related to such Cereus Parent Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement relating to such Cereus Parent Benefit Plan, (iii) the most recent annual report (Form 5500) filed with the Internal Revenue Service ("IRS")with IRS) with respect to such Cereus Parent Benefit Plan, (iv) the most recent actuarial report or financial statement relating to such Cereus Parent Benefit Plan and (v) the most recent determination letter issued by the IRS with respect to such Cereus Parent Benefit Plan, if it is qualified under Section 401(a) of the Code. Neither Cereus Parent nor any Subsidiary of Cereus Parent has any express or implied commitment, whether legally enforceable or not, (i) to create, incur liability with respect to or cause to exist any other employee benefit plan, program or arrangement, (ii) to enter into any contract or agreement to provide compensation or benefits to any individual or (iii) to modify, change or terminate any Cereus Parent Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code. (b) None of the Cereus Parent Benefit Plans is a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA) (a "MULTIEMPLOYER PLAN") Multiemployer Plan or a single employer pension plan (within the meaning of Section 4001(a)(15) of ERISA) for which Cereus or any Subsidiary of Cereus could incur liability under Section 4063 or 4064 of ERISA (a "MULTIPLE EMPLOYER PLAN")Multiple Employer Plan. None of the Cereus Parent Benefit Plans provides for or promises retiree medical, disability or life insurance benefits to any current or former employee, officer or director of Cereus Parent or any Subsidiary of CereusParent. (c) Each Cereus Parent Benefit Plan has been administered in all material respects in accordance with its terms and all contributions required to be made under the terms of any of the Cereus Parent Benefit Plans as of the date of this Agreement have been timely made or have been reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Cereus SEC Parent Reports prior to the date of this Agreement. Except as set forth in Schedule 3.6(c4.6(c), with respect to the Cereus Parent Benefit Plans, no event has occurred and, to the knowledge of CereusParent, there exists no condition or set of circumstances in connection with which Cereus Parent or any Subsidiary of Cereus Parent could be subject to any liability under the terms of such Cereus Parent Benefit Plans, ERISA, the Code or any other applicable law which would reasonably be expected to have, individually or in the aggregate, a Cereus Material Adverse Effect. No legal action, suit or claim is pending or, to the knowledge of Cereus, threatened with respect to any Cereus Benefit Plan (other than claims for benefits in the ordinary course).Parent (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Cereus Parent Material Adverse Effect: (i) each Cereus Parent Benefit Plan which is intended to be qualified under Section 401(a) of the Code or Section 401(k) of the Code has received a favorable determination letter from the IRS that it is so qualified and each trust established in connection with any Cereus Parent Benefit Plan which is intended to be exempt from federal income taxation under Section 501(a) of the Code has received a determination letter from the IRS that it is so exempt, and no fact or event has occurred since the date of such determination letter from the IRS to adversely affect the qualified status of any such Cereus Parent Benefit Plan or the exempt status of any such trust; (ii) each trust maintained or contributed to by Cereus Parent or any Subsidiary of Cereus Parent which is intended to be qualified as a voluntary employees' beneficiary association and which is intended to be exempt from federal income taxation under Section 501(c)(9) of the Code has received a favorable determination letter from the IRS that it is so qualified and so exempt, and no fact or event has occurred since the date of such determination by the IRS to adversely affect such qualified or exempt status; (iii) there has been no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Cereus Parent Benefit Plan; (iv) neither Cereus Parent nor any Subsidiary of Cereus Parent has incurred any liability for any penalty or tax arising under Section 4971, 4972, 4980, 4980B or 6652 of the Code or any liability under Section 502 of ERISA, and no fact or event exists which could give rise to any such liability; (v) no complete or partial termination has occurred within the five years preceding the date hereof with respect to any Cereus Parent Benefit Plan; (vi) no Cereus Parent Benefit Plan is subject to Title IV of ERISA; (vii) none of the assets of Cereus Parent or any Subsidiary of Cereus Parent is the subject of any lien arising under Section 302(f) of ERISA or Section 412(n) of the Code; neither Cereus Parent nor any Subsidiary of Cereus Parent has been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the Code; and no fact or event exists which could give rise to any such lien or requirement to post any such security; (viii) all contributions, premiums or payments required to be made with respect to any Cereus Parent Benefit Plan have been made on or before their due dates; and (ix) all such contributions have been fully deducted for income tax purposes and no such deduction has been challenged or disallowed by any government entity and no fact or event exists which could give rise to any such challenge or disallowance. (e) Neither Cereus Parent nor any Subsidiary of Cereus Parent is a party to any collective bargaining or other labor union contract applicable to persons employed by Cereus Parent or any Subsidiary of Cereus Parent and no collective bargaining agreement is being negotiated by Cereus Parent or any Subsidiary of CereusParent. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Cereus Parent or any Subsidiary of Cereus Parent pending or, to the knowledge of CereusParent, threatened which may interfere with the respective business activities of Cereus Parent or any Subsidiary of CereusParent, except where such dispute, strike or work stoppage would not reasonably be expected to have a Cereus Parent Material Adverse Effect. As of the date of this Agreement, to the knowledge of CereusParent, there is no charge or complaint against Cereus Parent or any Subsidiary of Cereus Parent pending before the National Labor Relations Board or any comparable governmental entity pending or threatened in writing, except where such unfair labor practice, charge or complaint would not reasonably be expected to have a Cereus Parent Material Adverse Effect. (f) Cereus Parent has delivered or made available to Parent true, complete and correct copies of (i) all employment agreements with officers and all consulting agreements of Cereus Parent and each Subsidiary of Cereus Parent providing for annual compensation in excess of $200,000, (ii) all severance plans, agreements, programs and policies of Cereus Parent and each Subsidiary of Cereus Parent with or relating to their respective employees or consultants, and (iii) all plans, programs, agreements and other arrangements of Cereus Parent and each Subsidiary of Cereus Parent with or relating to their respective employees or consultants which contain "change of control" provisions. (g) No employee of Cereus Parent or its Subsidiaries will be entitled to any additional benefits or any an acceleration of the time of payment or vesting of any benefits sundxx xxx Cereus under any of Parent Benefit Plan as a result of the Transactions. No amount payable, or economic benefit provided, by Cereus Parent or its Subsidiaries (including any acceleration of the time of payment or vesting of any benefit) could be considered an "excess parachute payment" under Section 280G of the Code. No person is entitled to receive any additional payment from Cereus Parent or its Subsidiaries or any other person in the event that the excise tax of Section 4999 of the Code is imposed on such person.

EMPLOYEE BENEFIT PLANS; LABOR MATTERS; NO PARACHUTE PAYMENTS. (a) Section 3.6(a) of the Cereus Arch Disclosure Schedule lists all material employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and all material bonus, stock option, stock purchase, stock appreciation rights, phantom stock, restricted stock, profit sharing, cash or stock based incentive, deferred compensation, retiree medical or life insurance, supplemental supplemental, retirement, severance severance, retention, employment, change in control, vacation, unemployment compensation, workers compensation or other benefit plans, programs or arrangements, whether legally enforceable or notnot and whether written or oral, to which Cereus Arch or any Subsidiary of Cereus its Subsidiaries is a party, with respect to which Cereus Arch or any Subsidiary of Cereus its Subsidiaries has any obligation or which are maintained, contributed to or sponsored by Cereus Arch or any Subsidiary of Cereus its Subsidiaries for the benefit of any current or former employee, officer or director of Cereus Arch or any Subsidiary of Cereus its Subsidiaries (collectively, the "CEREUS BENEFIT PLANSArch Benefit Plans"). With respect to each Cereus Arch Benefit Plan, Cereus Arch has delivered, or prior to Closing will deliver, or make available to Parent Metrocall a true, complete and correct copy of (i) such Cereus Arch Benefit Plan and all amendments thereto and the most recent summary plan description related to such Cereus Arch Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement relating to such Cereus Arch Benefit Plan, (iii) the most recent annual report (Form 5500) filed with the Internal Revenue Service ("IRS")with IRS") with respect to such Cereus Arch Benefit Plan, (iv) the most recent actuarial report or financial statement relating to such Cereus Arch Benefit Plan and Plan, (v) the most recent determination letter issued by the IRS with respect to such Cereus Arch Benefit Plan, if it is qualified under Section 401(a) of the Code, and (vi) a description setting forth the amount of any material liability of Arch or its Subsidiaries as of the Closing Date for payments more than 30 days past due. Neither Cereus Arch nor any Subsidiary of Cereus its Subsidiaries has any express or implied commitment, whether legally enforceable or not, (i) to create, incur liability with respect to or cause to exist any other employee benefit plan, program or arrangement, (ii) to enter into any contract or agreement to provide compensation or benefits to any individual or (iii) to modify, change or terminate any Cereus Arch Benefit Plan, other than with respect to a modification, change or termination required by ERISA ERISA, the Code or the Codeother applicable law. (b) None Neither Arch nor any ERISA Affiliate of the Cereus Benefit Plans Arch contributes to, has contributed to or is required to contribute to a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA) (a "MULTIEMPLOYER PLANMultiemployer Plan") or a single employer pension plan (within the meaning of Section 4001(a)(15) of ERISA) for which Cereus or any Subsidiary of Cereus could incur liability under Section 4063 or 4064 of ERISA (a "MULTIPLE EMPLOYER PLANMultiple Employer Plan"). None Except (i) as required by Section 4980B of the Cereus Code or (ii) for benefits, the full cost of which is borne by the employee, former employee, retired employee or beneficiary, none of the Arch Benefit Plans provides for or promises retiree medical, disability or life insurance benefits to any current or former employee, officer or director of Cereus Arch or any Subsidiary of Cereus. (c) Each Cereus Benefit its Subsidiaries. Neither Arch nor ERISA Affiliate of Arch has incurred any withdrawal liability with respect to a Multiemployer Plan under Title IV of ERISA and no event or condition has been administered in all material respects in accordance with its terms and all contributions required occurred which would be expected to be made under the terms cause Arch or any ERISA Affiliate of Arch to incur any of the Cereus Benefit Plans as of the date of this Agreement have been timely made or have been reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Cereus SEC Reports prior to the date such withdrawal liability. For purposes of this Agreement. Except as set forth in Schedule 3.6(c), "ERISA Affiliate" shall mean, with respect to the Cereus Benefit Plansany entity, no event has occurred andtrade or business, to the knowledge of Cereus, there exists no condition or set of circumstances in connection with which Cereus or any Subsidiary of Cereus could be subject to any liability under the terms of such Cereus Benefit Plans, ERISA, the Code or any other applicable law which would reasonably be expected to haveentity, individually trade or in business that is, or was at the aggregaterelevant time, treated as a Cereus Material Adverse Effect. No legal actionsingle employer under Sections 414(b), suit (c), (m) or claim is pending or, to the knowledge of Cereus, threatened with respect to any Cereus Benefit Plan (other than claims for benefits in the ordinary course). (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Cereus Material Adverse Effect: (i) each Cereus Benefit Plan which is intended to be qualified under Section 401(ao) of the Code or Section 401(k) of the Code has received a favorable determination letter from the IRS that it is so qualified and each trust established in connection with any Cereus Benefit Plan which is intended to be exempt from federal income taxation under Section 501(a) of the Code has received a determination letter from the IRS that it is so exempt, and no fact or event has occurred since the date of such determination letter from the IRS to adversely affect the qualified status of any such Cereus Benefit Plan or the exempt status of any such trust; (ii) each trust maintained or contributed to by Cereus or any Subsidiary of Cereus which is intended to be qualified as a voluntary employees' beneficiary association and which is intended to be exempt from federal income taxation under Section 501(c)(9) of the Code has received a favorable determination letter from the IRS that it is so qualified and so exempt, and no fact or event has occurred since the date of such determination by the IRS to adversely affect such qualified or exempt status; (iii) there has been no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Cereus Benefit Plan; (iv) neither Cereus nor any Subsidiary of Cereus has incurred any liability for any penalty or tax arising under Section 4971, 4972, 4980, 4980B or 6652 of the Code or any liability under Section 502 of ERISA, and no fact or event exists which could give rise to any such liability; (v) no complete or partial termination has occurred within the five years preceding the date hereof with respect to any Cereus Benefit Plan; (vi) no Cereus Benefit Plan is subject to Title IV of ERISA; (vii) none of the assets of Cereus or any Subsidiary of Cereus is the subject of any lien arising under Section 302(f) of ERISA or Section 412(n) of the Code; neither Cereus nor any Subsidiary of Cereus has been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the Code; and no fact or event exists which could give rise to any such lien or requirement to post any such security; (viii) all contributions, premiums or payments required to be made with respect to any Cereus Benefit Plan have been made on or before their due dates; and (ix) all such contributions have been fully deducted for income tax purposes and no such deduction has been challenged or disallowed by any government entity and no fact or event exists which could give rise to any such challenge or disallowance. (e) Neither Cereus nor any Subsidiary of Cereus is a party to any collective bargaining or other labor union contract applicable to persons employed by Cereus or any Subsidiary of Cereus and no collective bargaining agreement is being negotiated by Cereus or any Subsidiary of Cereus. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Cereus or any Subsidiary of Cereus pending or, to the knowledge of Cereus, threatened which may interfere with the respective business activities of Cereus or any Subsidiary of Cereus, except where such dispute, strike or work stoppage would not reasonably be expected to have a Cereus Material Adverse Effect. As of the date of this Agreement, to the knowledge of Cereus, there is no charge or complaint against Cereus or any Subsidiary of Cereus pending before the National Labor Relations Board or any comparable governmental entity pending or threatened in writing, except where such unfair labor practice, charge or complaint would not reasonably be expected to have a Cereus Material Adverse Effect. (f) Cereus has delivered or made available to Parent true, complete and correct copies of (i) all employment agreements with officers and all consulting agreements of Cereus and each Subsidiary of Cereus providing for annual compensation in excess of $200,000, (ii) all severance plans, agreements, programs and policies of Cereus and each Subsidiary of Cereus with or relating to their respective employees or consultants, and (iii) all plans, programs, agreements and other arrangements of Cereus and each Subsidiary of Cereus with or relating to their respective employees or consultants which contain "change of control" provisions. (g) No employee of Cereus or its Subsidiaries will be entitled to any additional benefits or any acceleration of the time of payment or vesting of any benefits sundxx xxx Cereus Benefit Plan as a result of the Transactions. No amount payable, or economic benefit provided, by Cereus or its Subsidiaries (including any acceleration of the time of payment or vesting of any benefit) could be considered an "excess parachute payment" under Section 280G of the Code. No person is entitled to receive any additional payment from Cereus or its Subsidiaries or any other person in the event that the excise tax of Section 4999 of the Code is imposed on such person.4001(b)(1)

EMPLOYEE BENEFIT PLANS; LABOR MATTERS; NO PARACHUTE PAYMENTS. (a) Section 3.6(a3.5(a) of the Cereus Telemate Disclosure Schedule lists all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, whether legally enforceable or not, to which Cereus or any Subsidiary of Cereus Telemate is a party, with respect to which Cereus or any Subsidiary of Cereus Telemate has any obligation or which are maintained, contributed to or sponsored by Cereus or any Subsidiary of Cereus Telemate for the benefit of any current or former employee, officer or director of Cereus or any Subsidiary of Cereus Telemate (collectively, the "CEREUS TELEMATE BENEFIT PLANS"). With respect to each Cereus Telemate Benefit Plan, Cereus Telemate has delivered, or prior to Closing will deliver, or make available to Parent a true, complete and correct copy of (i) such Cereus Telemate Benefit Plan and the most recent summary plan description related to such Cereus Telemate Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement relating to such Cereus Telemate Benefit Plan, (iii) the most recent annual report (Form 5500) filed with the Internal Revenue Service ("IRS")with IRS") with respect to such Cereus Telemate Benefit Plan, (iv) the most recent actuarial report or financial statement relating to such Cereus Telemate Benefit Plan and (v) the most recent determination letter issued by the IRS with respect to such Cereus Telemate Benefit Plan, if it is qualified under Section 401(a) of the Code. Neither Cereus nor any Subsidiary of Cereus has Telemate does not have any express or implied commitment, whether legally enforceable or not, (i) to create, incur liability with respect to or cause to exist any other employee benefit plan, program or arrangement, (ii) to enter into any contract or agreement to provide compensation or benefits to any individual or (iii) to modify, change or terminate any Cereus Telemate Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code. (b) None of the Cereus Telemate Benefit Plans is a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA) (a "MULTIEMPLOYER PLAN") or a single employer pension plan (within the meaning of Section 4001(a)(15) of ERISA) for which Cereus or any Subsidiary of Cereus Telemate could incur liability under Section 4063 or 4064 of ERISA (a "MULTIPLE EMPLOYER PLAN"). None of the Cereus Telemate Benefit Plans provides for or promises retiree medical, disability or life insurance benefits to any current or former employee, officer or director of Cereus or any Subsidiary of CereusTelemate. (c) Each Cereus Telemate Benefit Plan has been administered in all material respects in accordance with its terms and all contributions required to be made under the terms of any of the Cereus Telemate Benefit Plans as of the date of this Agreement have been timely made or have been reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Cereus Telemate SEC Reports prior to the date of this Agreement. Except as set forth in Schedule 3.6(c), with With respect to the Cereus Telemate Benefit Plans, no event has occurred and, to the knowledge of CereusTelemate, there exists no condition or set of circumstances in connection with which Cereus or any Subsidiary of Cereus Telemate could be subject to any liability under the terms of such Cereus Telemate Benefit Plans, ERISA, the Code or any other applicable law which would reasonably be expected to have, individually or in the aggregate, a Cereus Telemate Material Adverse Effect. No legal action, suit or claim is pending or, to the knowledge of CereusTelemate, threatened with respect to any Cereus Telemate Benefit Plan (other than claims for benefits in the ordinary course). (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Cereus Telemate Material Adverse Effect: (i) each Cereus Telemate Benefit Plan which is intended to be qualified under Section 401(a) of the Code or Section 401(k) of the Code has received a favorable determination letter from the IRS that it is so qualified and each trust established in connection with any Cereus Telemate Benefit Plan which is intended to be exempt from federal income taxation under Section 501(a) of the Code has received a determination letter from the IRS that it is so exempt, and no fact or event has occurred since the date of such determination letter from the IRS to adversely affect the qualified status of any such Cereus Telemate Benefit Plan or the exempt status of any such trust; (ii) each trust maintained or contributed to by Cereus or any Subsidiary of Cereus Telemate which is intended to be qualified as a voluntary employees' beneficiary association and which is intended to be exempt from federal income taxation under Section 501(c)(9) of the Code has received a favorable determination letter from the IRS that it is so qualified and so exempt, and no fact or event has occurred since the date of such determination by the IRS to adversely affect such qualified or exempt status; (iii) there has been no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Cereus Telemate Benefit Plan; (iv) neither Cereus nor any Subsidiary of Cereus Telemate has not incurred any liability for any penalty or tax arising under Section 4971, 4972, 4980, 4980B or 6652 of the Code or any liability under Section 502 of ERISA, and no fact or event exists which could give rise to any such liability; (v) no complete or partial termination has occurred within the five years preceding the date hereof with respect to any Cereus Telemate Benefit Plan; (vi) no Cereus Telemate Benefit Plan is subject to Title IV of ERISA; (vii) none of the assets of Cereus or any Subsidiary of Cereus Telemate is the subject of any lien arising under Section 302(f) of ERISA or Section 412(n) of the Code; neither Cereus nor any Subsidiary of Cereus , Telemate has not been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the Code; , and no fact or event exists which could give rise to any such lien or requirement to post any such security; (viii) all contributions, premiums or payments required to be made with respect to any Cereus Telemate Benefit Plan have been made on or before their due dates; and (ix) all such contributions have been fully deducted for income tax purposes and no such deduction has been challenged or disallowed by any government entity and no fact or event exists which could give rise to any such challenge or disallowance. (e) Neither Cereus nor any Subsidiary of Cereus Telemate is not a party to any collective bargaining or other labor union contract applicable to persons employed by Cereus or any Subsidiary of Cereus Telemate and no collective bargaining agreement is being negotiated by Cereus Telemate or any Subsidiary of CereusTelemate. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Cereus or any Subsidiary of Cereus Telemate pending or, to the knowledge of CereusTelemate, threatened which may interfere with the respective business activities of Cereus or any Subsidiary of CereusTelemate, except where such dispute, strike or work stoppage would not reasonably be expected to have a Cereus Telemate Material Adverse Effect. As of the date of this Agreement, to the knowledge of CereusTelemate, there is no charge or complaint against Cereus or any Subsidiary of Cereus Telemate pending before the National Labor Relations Board or any comparable governmental entity pending or threatened in writing, except where such unfair labor practice, charge or complaint would not reasonably be expected to have a Cereus Telemate Material Adverse Effect. (f) Cereus Telemate has delivered or made available to Parent true, complete and correct copies of (i) all employment agreements with officers and all consulting agreements of Cereus and each Subsidiary of Cereus Telemate providing for annual compensation in excess of $200,000100,000, (ii) all severance plans, agreements, programs and policies of Cereus and each Subsidiary of Cereus Telemate with or relating to their respective its employees or consultants, and (iii) all plans, programs, agreements and other arrangements of Cereus and each Subsidiary of Cereus Telemate with or relating to their respective its employees or consultants which contain "change of control" provisions. (g) No employee of Cereus or its Subsidiaries Telemate will be entitled to any additional benefits or any acceleration of the time of payment or vesting of any benefits sundxx xxx Cereus under any Telemate Benefit Plan as a result of the Transactions. No amount payable, or economic benefit provided, by Cereus or its Subsidiaries Telemate (including any acceleration of the time of payment or vesting of any benefit) could be considered an "excess parachute payment" under Section 280G of the Code. No person is entitled to receive any additional payment from Cereus or its Subsidiaries Telemate or any other person in the event that the excise tax of Section 4999 of the Code is imposed on such person.