This excerpt taken from the MHS 8-K filed Feb 7, 2006.



6.1 280G Cap. Notwithstanding anything contained in this Plan to the contrary, to the extent that any Payments would be subject to the Excise Tax, the Payments hereunder shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to Participant shall be subject to the Excise Tax (such reduced amount is hereinafter referred to as the “Limited Payment Amount”). Unless Participant shall have given prior written notice specifying a different order to the Company to effectuate the Limited Payment Amount, the Company shall reduce or eliminate the Payments by (i) first reducing or eliminating those payments or benefits which are payable in cash and (ii) then reducing or eliminating non-cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the furthest in time from the Change in Control (as hereinafter defined). Any notice given by Participant pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Participant’s rights and entitlements to any benefits or compensation.


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