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EXHIBIT 99.5
INTERNAL REVENUE CODE
SECTION 280G CUT BACK AGREEMENT
I, Xxxxxxx Xxxxxxxx, hereby agree that in the event the transaction contemplated
by the Agreement and Plan of Merger, dated February 24, 1998, between Xxxxx plc,
WDR Acquisition Corp., WDR Sub Corp. and Wonderware Corporation is consummated
and, as a result of the consummation of such transaction, I would be deemed to
have received, solely in connection with stock options held by me, an "excess
parachute payment" under Sections 280G and 4999 of the Internal Revenue Code of
1986, as amended (the "Code"), I shall forfeit, on the date immediately
preceding the closing of such transaction, such number of stock options as is
necessary such that I am not deemed to have received an "excess parachute
payment" under Sections 280G and 4999 of the Code not to exceed 4,000 options.
Signed: /s/Xxxxxxx Xxxxxxxx
Dated: February 23, 1998
