Common use of Parachute Payments Clause in Contracts

Parachute Payments. Notwithstanding anything to the contrary in this Agreement, if Executive is a “disqualified individual” (as defined in Section 280G(c) of the Code), and the benefits provided for in this Article, together with any other payments and benefits which Executive has the right to receive from WRI, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the benefits provided hereunder (beginning with any benefit to be paid in cash hereunder) shall be either (1) reduced (but not below zero) so that the present value of such total amounts and benefits received by Executive from the Company will be one dollar ($1.00) less than three times Executive’s “base amount” (as defined in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code or (2) paid in full, whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The determination as to whether any such reduction in the amount of the benefits provided hereunder is necessary shall be made by the Compensation Committee in good faith. If a reduced cash payment is made and through error or otherwise that payment, when aggregated with other payments and benefits from WRI used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three times Executive’s base amount, then Executive shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section 5.5 shall require the Company to be responsible for, or have any liability or obligation with respect to, Executive’s excise tax liabilities under Section 4999 of the Code.

Parachute Payments. Notwithstanding anything to the contrary in this Agreement, if Executive is a “"disqualified individual” " (as defined in Section 280G(c) of the Code), and the benefits provided for in this Article, together with any other payments and benefits which Executive has the right to receive from WRICompany and its Affiliates, would constitute a “"parachute payment” " (as defined in Section 280G(b)(2) of the Code), then the benefits provided hereunder (beginning with any benefit to be paid in cash hereunder) shall be either (1) reduced (but not below zero) so that the present value of such total amounts and benefits received by Executive from the Company will be one dollar ($1.00) less than three times Executive’s “'s "base amount” " (as defined in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code or (2) paid in full, whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The determination as to whether any such reduction in the amount of the benefits provided hereunder is necessary shall be made by the Compensation Committee in good faith. If a reduced cash payment is made and through error or otherwise that payment, when aggregated with other payments and benefits from WRI Company (or its Affiliates) used in determining if a “"parachute payment” " exists, exceeds one dollar ($1.00) less than three times Executive’s 's base amount, then Executive shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section 5.5 shall require the Company to be responsible for, or have any liability or obligation with respect to, Executive’s 's excise tax liabilities under Section 4999 of the Code.

Parachute Payments. Notwithstanding anything to the contrary in this Agreement, if Executive is a “disqualified individual” (as defined in Section 280G(c) of the Code), and the benefits provided for in this Article, together with any other payments and benefits which Executive has the right to receive from WRICompany and its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the benefits provided hereunder (beginning with any benefit to be paid in cash hereunder) shall be either (1) reduced (but not below zero) so that the present value of such total amounts and benefits received by Executive from the Company will be one dollar ($1.00) less than three times Executive’s “base amount” (as defined in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code or (2) paid in full, whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The determination as to whether any such reduction in the amount of the benefits provided hereunder is necessary shall be made by the Compensation Committee in good faithfaith and in consultation with Executive and tax and legal advisors of Company. If a reduced cash payment is made and through error or otherwise that payment, when aggregated with other payments and benefits from WRI Company (or its affiliates) used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three times Executive’s base amount, then Executive shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section 5.5 shall require the Company to be responsible for, or have any liability or obligation with respect to, Executive’s excise tax liabilities under Section 4999 of the Code.

Parachute Payments. Notwithstanding anything to the contrary in this Agreement, if Executive Key Employee is a “disqualified individual” (as defined in Section section 280G(c) of the Code), and the benefits provided for in this ArticleARTICLE III, together with any other payments and benefits which Executive Key Employee has the right to receive from WRI, the Company would constitute a “parachute payment” (as defined in Section section 280G(b)(2) of the Code), then the benefits provided hereunder (beginning with any benefit to be paid in cash hereunder) shall will be either (1) reduced (but not below zero) so that the present value of such total amounts and benefits received by Executive from the Company Key Employee will be one dollar ($1.00) less than three times ExecutiveKey Employee’s “base amount” (as defined in Section section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by Executive shall Key Employee will be subject to the excise tax imposed by Section section 4999 of the Code or (2) paid in full, whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes)Code. The determination as to whether any such a reduction in the amount of the benefits provided hereunder is necessary shall will be made by the Compensation Committee Board in good faith. If a reduced cash payment is made and through error or otherwise that payment, when aggregated with other payments and benefits from WRI the Company used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) 1.00 less than three times Executivethe Key Employee’s base amount, then Executive shall Key Employee will immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section 5.5 shall 3.9 will require the Company to be responsible for, or have any liability or obligation with respect to, ExecutiveKey Employee’s excise tax liabilities under Section section 4999 of the Code.

Parachute Payments. Notwithstanding anything to the contrary in this Agreement, if Executive is a “disqualified individual” (as defined in Section 280G(c) of the Code), and the benefits provided for in this Article, together with any other payments and benefits which Executive has the right to receive from WRICompany and its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the benefits provided hereunder (beginning with any benefit to be paid in cash hereunder) shall be either (1) reduced (but not below zero) so that the present value of such total amounts and benefits received by Executive from the Company will be one dollar ($1.00) less than three times Executive’s “base amount” (as defined in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code or (2) paid in full, whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The determination as to whether any such reduction in the amount of the benefits provided hereunder is necessary shall be made by the Compensation Committee in good faith. If a reduced cash payment is made and through error or otherwise that payment, when aggregated with other payments and benefits from WRI Company (or its affiliates) used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three times Executive’s base amount, then Executive shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section 5.5 shall require the Company to be responsible for, or have any liability or obligation with respect to, Executive’s excise tax liabilities under Section 4999 of the Code.

Parachute Payments. Notwithstanding anything to the contrary in this Agreement, if Executive Key Employee is a “disqualified individual” (as defined in Section 280G(c) of the Code), and the benefits provided for in this Article, together with any other payments and benefits which Executive Key Employee has the right to receive from WRIthe Company and its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the benefits provided hereunder (beginning with any benefit to be paid in cash hereunder) shall be either (1) reduced (but not below zero) so that the present value of such total amounts and benefits received by Executive from the Company Key Employee will be one dollar ($1.00) less than three times ExecutiveKey Employee’s “base amount” (as defined in Section 280G(b)(3) of the Code) Base Amount and so that no portion of such amounts and benefits received by Executive Key Employee shall be subject to the excise tax imposed by Section 4999 of the Code or (2) paid in full, whichever produces the better net after-tax position to Executive Key Employee (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The determination as to whether any such reduction in the amount of the benefits provided hereunder is necessary shall be made initially by the Compensation Committee Company in good faith. If a reduced cash payment benefit is made provided hereunder in accordance with clause (1) of the first sentence of this paragraph and through error or otherwise that payment, when aggregated with other payments and benefits from WRI the Company (or its affiliates) used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three times ExecutiveKey Employee’s base amount, then Executive Key Employee shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section 5.5 shall require the Company to be responsible for, or have any liability or obligation with respect to, Executive’s excise tax liabilities under Section 4999 of the Code.

Parachute Payments. Notwithstanding anything to the contrary in this Agreement, if Executive is a “disqualified individual” (as defined in Section 280G(c) of the Internal Revenue Code of 1986 (the “Code”)), and the benefits provided for in this ArticleAgreement, together with any other payments and benefits which Executive has the right to receive from WRIthe Company and its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the benefits provided hereunder (beginning with any benefit to be paid in cash hereunder) shall be either (1) reduced (but not below zero) so that the “present value value” (as defined in Section 280G(d)(4) or the like) of such total amounts and benefits received by Executive from the Company will be one dollar ($1.00) less than three times Executive’s “base amount” (as defined in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code or (2) paid in full, whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes)Code. The determination as to whether any such reduction in the amount of the benefits provided hereunder is necessary shall be made initially by the Compensation Committee Company in good faith. If a reduced cash payment benefit is made provided hereunder in accordance with this Section 6(d) and through error or otherwise that payment, when aggregated with other payments and benefits from WRI the Company (or its affiliates) used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three times Executive’s base amount, then Executive shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section 5.5 shall require the Company to be responsible for, or have any liability or obligation with respect to, Executive’s excise tax liabilities under Section 4999 of the Code.

Parachute Payments. Notwithstanding anything to the contrary in this Agreement, if Executive is a “disqualified individual” (as defined in Section 280G(c) of the Code), and the benefits provided for in this Article, together with any other payments and benefits which Executive has the right to receive from WRICompany and its Affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the benefits provided hereunder (beginning with any benefit to be paid in cash hereunder) shall be either (1) reduced (but not below zero) so that the present value of such total amounts and benefits received by Executive from the Company will be one dollar ($1.00) less than three times Executive’s “base amount” (as defined in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code or (2) paid in full, whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The determination as to whether any such reduction in the amount of the benefits provided hereunder is necessary shall be made by the Compensation Committee in good faith. If a reduced cash payment is made and through error or otherwise that payment, when aggregated with other payments and benefits from WRI Company (or its Affiliates) used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three times Executive’s base amount, then Executive shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section 5.5 shall require the Company to be responsible for, or have any liability or obligation with respect to, Executive’s excise tax liabilities under Section 4999 of the Code.

Parachute Payments. Notwithstanding anything to the contrary in this Agreement, if Executive is a “disqualified individual” (as defined in Section 280G(c) of the Code), and the benefits provided for in this ArticleAgreement, together with any other payments and benefits which Executive has the right to receive from WRIthe Company and its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the benefits provided hereunder (beginning with any benefit to be paid in cash hereunder) shall be either (1) reduced (but not below zero) so that the present value of such total amounts and benefits received by Executive from the Company will be one dollar ($1.00) less than three times Executive’s “base amount” (as defined in Section 280G(b)(3) 280G of the Code) and so that no portion of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code or (2) paid in full, whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The determination as to whether any such reduction in the amount of the benefits provided hereunder is necessary shall be made initially by the Compensation Committee Company in good faith. If a reduced cash payment benefit is made provided hereunder in accordance with clause (1) of the first sentence of this paragraph and through error or otherwise that payment, when aggregated with other payments and benefits from WRI the Company (or its affiliates) used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three times Executive’s base amount, then Executive shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section 5.5 shall require the Company to be responsible for, or have any liability or obligation with respect to, Executive’s excise tax liabilities under Section 4999 of the Code.

Parachute Payments. Notwithstanding anything to the contrary in this Agreement, if Executive Key Employee is a “disqualified individual” (as defined in Section 280G(c) of the Code), and the benefits provided for in this ArticleARTICLE III, together with any other payments and benefits which Executive Key Employee has the right to receive from WRI, the Company would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the benefits provided hereunder (beginning with any benefit to be paid in cash hereunder) shall will be either (1) reduced (but not below zero) so that the present value of such total amounts and benefits received by Executive from the Company Key Employee will be one dollar ($1.00) less than three times ExecutiveKey Employee’s “base amount” (as defined in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by Executive shall Key Employee will be subject to the excise tax imposed by Section 4999 of the Code or (2) paid in full, whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes)Code. The determination as to whether any such a reduction in the amount of the benefits provided hereunder is necessary shall will be made by the Compensation Committee Board in good faith. If a reduced cash payment is made and through error or otherwise that payment, when aggregated with other payments and benefits from WRI the Company used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) 1.00 less than three times Executivethe Key Employee’s base amount, then Executive shall Key Employee will immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section 5.5 shall 3.9 will require the Company to be responsible for, or have any liability or obligation with respect to, ExecutiveKey Employee’s excise tax liabilities under Section 4999 of the Code.

Parachute Payments. Notwithstanding anything to the any contrary provision in this Agreement, if Executive is a “disqualified individual” (as defined in Section 280G(c) 280G of the Code), and the any payments and benefits provided for described in this ArticleAgreement, together with any other payments and benefits which Executive has the right to receive from WRIthe Company and its Affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) 280G of the Code), then the payments and benefits provided hereunder (beginning with any benefit to be paid in cash hereunder) shall be either (1i) reduced (but not below zero) so that the aggregate present value of such total amounts payments and benefits received by Executive from the Company will and its Affiliates shall be one dollar ($1.00) 1.00 less than three times Executive’s “base amount” (as defined in Section 280G(b)(3) 280G of the Code) and so that no portion of such amounts and benefits payments received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code Code, or (2ii) paid in full, whichever produces the better net after-tax position to result for Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxesincome tax). The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary shall be made by the Compensation Committee Company in good faithfaith and such determination shall be conclusive and binding on Executive. If a reduced cash payment is made to Executive pursuant to clause (i) above and through error or otherwise that payment, when aggregated with other payments and benefits from WRI the Company or its Affiliates used in determining if a “parachute payment” payment exists, exceeds one dollar ($1.00) 1.00 less than three times Executive’s base amount, then Executive shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section 5.5 shall require the Company to be responsible for, or have any liability or obligation with respect to, Executive’s excise tax liabilities under Section 4999 of the Code.

Parachute Payments. Notwithstanding anything to the contrary in this Agreement, if Executive is a “disqualified individual” (as defined in Section 280G(c) of the Code), and the benefits provided for in this Article, together with any other payments and benefits which Executive has the right to receive from WRICompany and its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the benefits provided hereunder (beginning with any benefit to be paid in cash hereunder) shall be either (1) reduced (but not below zero) so that the present value of such total amounts and benefits received by Executive from the Company will be one dollar ($1.00) less than three times Executive’s “base amount” (as defined in Section 280G(b)(3) 280G of the Code) and so that no portion of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code or (2) paid in full, whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The determination as to whether any such reduction in the amount of the benefits provided hereunder is necessary shall be made initially by the Compensation Committee Company in good faith. If a reduced cash payment benefit is made provided hereunder in accordance with clause (1) of the first sentence of this paragraph and through error or otherwise that payment, when aggregated with other payments and benefits from WRI Company (or its affiliates) used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three times Executive’s base amount, then Executive shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section 5.5 shall require the Company to be responsible for, or have any liability or obligation with respect to, Executive’s excise tax liabilities under Section 4999 of the Code.

Parachute Payments. Notwithstanding anything to the any contrary provision in this Agreement, if Executive Employee is a “disqualified individual” (as defined in Section 280G(c) 280G of the Code), and the Change in Control payments and benefits provided for described in this ArticleSection 7, together with any other payments and benefits which Executive Employee has the right to receive from WRIthe Company and its Affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) 280G of the Code), then the payments and benefits provided hereunder (beginning with any benefit to be paid in cash hereunder) shall be either (1i) reduced (but not below zero) so that the aggregate present value of such total amounts payments and benefits received by Executive Employee from the Company will and its Affiliates shall be one dollar ($1.00) 1.00 less than three times ExecutiveEmployee’s “base amount” (as defined in Section 280G(b)(3) 280G of the Code) and so that no portion of such amounts and benefits payments received by Executive Employee shall be subject to the excise tax imposed by Section 4999 of the Code Code, or (2ii) paid in full, whichever produces the better net after-tax position to Executive result for Employee (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxesincome tax). The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary shall be made by the Compensation Committee Company in good faithfaith and such determination shall be conclusive and binding on Employee. If a reduced cash payment is made to Employee pursuant to clause (i) above and through error or otherwise that payment, when aggregated with other payments and benefits from WRI the Company or its Affiliates used in determining if a “parachute payment” payment exists, exceeds one dollar ($1.00) 1.00 less than three times ExecutiveEmployee’s base amount, then Executive Employee shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section 5.5 shall require the Company to be responsible for, or have any liability or obligation with respect to, Executive’s excise tax liabilities under Section 4999 of the Code.

Parachute Payments. Notwithstanding anything to the contrary in this Agreement, if Executive Key Employee is a “disqualified individual” (as defined in Section 280G(c) of the Code), and the benefits provided for in this Article, together with any other payments and benefits which Executive Key Employee has the right to receive from WRIthe Company and its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the benefits provided hereunder (beginning with any benefit to be paid in cash hereunder) shall be either (1) reduced (but not below zero) so that the present value of such total amounts and benefits received by Executive from the Company Key Employee will be one dollar ($1.00) less than three times ExecutiveKey Employee’s “base amount” (as defined in Section 280G(b)(3) of the Code) Base Amount and so that no portion of such amounts and benefits received by Executive Key Employee shall be subject to the excise tax imposed by Section 4999 of the Code or (2) paid in full, whichever produces the better net after-tax position to Executive Key Employee (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The determination as to whether any such reduction in the amount of the benefits provided hereunder is necessary shall be made initially by the Compensation Committee Company in good faith. If a reduced cash payment benefit is made provided hereunder in accordance with clause (1) of the first sentence of this paragraph and through error or otherwise that payment, when aggregated with other payments and benefits from WRI the Company (or its affiliates) used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three times ExecutiveKey Employee’s base amountBase Amount, then Executive Key Employee shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section 5.5 shall require the Company to be responsible for, or have any liability or obligation with respect to, Executive’s excise tax liabilities under Section 4999 of the Code.

Parachute Payments. Notwithstanding anything to the contrary in this Agreement, if Executive is a “disqualified individual” (as defined in Section 280G(c) of the Code), and the benefits provided for in this Article, together with any other payments and benefits which Executive has the right to receive from WRINTI, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the benefits provided hereunder (beginning with any benefit to be paid in cash hereunder) shall be either (1) reduced (but not below zero) so that the present value of such total amounts and benefits received by Executive from the Company will be one dollar ($1.00) less than three times Executive’s “base amount” (as defined in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code or (2) paid in full, whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The determination as to whether any such reduction in the amount of the benefits provided hereunder is necessary shall be made by the Compensation Committee in good faith. If a reduced cash payment is made and through error or otherwise that payment, when aggregated with other payments and benefits from WRI NTI used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three times Executive’s base amount, then Executive shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section 5.5 shall require the Company to be responsible for, or have any liability or obligation with respect to, Executive’s excise tax liabilities under Section 4999 of the Code.

Parachute Payments. Notwithstanding anything Anything to the contrary in this Agreementherein notwithstanding, if Executive is a “disqualified individual” (as defined in Section section 280G(c) of the Code), and the severance benefits provided for in this ArticleSection 3, together with any other payments and or benefits which Executive has the right to receive from WRIhereunder, would constitute a “parachute payment” (as defined in Section section 280G(b)(2) of the Code), then the severance benefits provided hereunder (beginning with any benefit to be paid in cash hereunder) shall be either (1a) reduced (but not below zero) so that the present value of such total amounts and benefits received by Executive from the Company will be one dollar ($1.00) less than three times Executive’s “base amount” (as defined in Section section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section section 4999 of the Code or (2b) paid in full, whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Section section 4999 of the Code and any other applicable taxesincome tax). The determination as to whether any such reduction in the amount of the severance benefits provided hereunder is necessary shall be made by the Compensation Committee Company in good faith. If a reduced cash payment is made and through error or otherwise that payment, when aggregated with other payments and or benefits from WRI the Company used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three times Executive’s base amount, then Executive shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section 5.5 4 shall require the Company to be responsible for, or have any liability or obligation with respect to, Executive’s excise tax liabilities under Section section 4999 of the Code.

Parachute Payments. Notwithstanding anything to the contrary in this Agreement, if Executive Employee is a “disqualified individual” (as defined in Section 280G(c) of the Code), and the benefits provided for in this Article, together with any other payments and benefits which Executive Employee has the right to receive from WRICompany and its affiliates, would constitute a “‘‘parachute payment” (as defined in Section 280G(b)(2) of the Code), then the benefits provided hereunder (beginning with any benefit to be paid in cash hereunder) shall be either (1) reduced (but not below zero) so that the present value of such total amounts and benefits received by Executive Employee from the Company will be one dollar ($1.00) less than three times ExecutiveEmployee’s “base amount” (as defined in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by Executive Employee shall be subject to the excise tax imposed by Section 4999 of the Code or (2) paid in full, whichever produces the better net after-tax position to Executive Employee (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The determination as to whether any such reduction in the amount of the benefits provided hereunder is necessary shall be made by the Compensation Committee in good faithfaith and in consultation with Employee and tax and legal advisors of Company. If a reduced cash payment is made and through error or otherwise that payment, when aggregated with other payments and benefits from WRI Company (or its affiliates) used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three times ExecutiveEmployee’s base amount, then Executive Employee shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section 5.5 5.3 shall require the Company to be responsible for, or have any liability or obligation with respect to, ExecutiveEmployee’s excise tax liabilities under Section 4999 of the Code.

Parachute Payments. Notwithstanding anything to the contrary in this Agreement, if Executive Key Employee is a “"disqualified individual” " (as defined in Section section 280G(c) of the Code), and the benefits provided for in this ArticleARTICLE III, together with any other payments and benefits which Executive Key Employee has the right to receive from WRI, the Company would constitute a “"parachute payment” " (as defined in Section section 280G(b)(2) of the Code), then the benefits provided hereunder (beginning begillliing with any benefit to be paid in cash hereunder) shall will be either (1) reduced (but not below zero) so that the present value of such total amounts and benefits received by Executive from the Company Key Employee will be one dollar ($1.00) less than three times Executive’s “Key Employee's "base amount” " (as defined in Section section 280G(b)(3) of the Code) and so that no portion pOltion of such amounts and benefits received by Executive shall Key Employee will be subject to the excise tax imposed by Section section 4999 of the Code or (2) paid in full, whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes)Code. The determination as to whether any such a reduction in the amount of the ofthe benefits provided hereunder is necessary shall will be made by the Compensation Committee Board in good faith. If a reduced cash payment is made and through error or otherwise that payment, when aggregated with other payments and benefits from WRI the Company used in determining if a “"parachute payment” " exists, exceeds one dollar ($1.00) 1.00 less than three times Executive’s the Key Employee's base amount, then Executive shall Key Employee will immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section 5.5 shall 3.9 will require the Company to be responsible for, or have any liability or obligation with respect to, Executive’s Key Employee's excise tax liabilities under Section section 4999 of the Code.

Parachute Payments. Notwithstanding anything to the contrary in this Agreement, if Executive is a “disqualified individual” (as defined in Section 280G(c) of the Code), and the benefits provided for in this ArticleAgreement, together with any other payments and benefits which Executive has the right to receive from WRIWNR, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the benefits provided hereunder (beginning with any benefit to be paid in cash hereunder) shall be either (1either(a) reduced (but not below zero) so that the present value of such total amounts and benefits received by Executive from the Company will be one dollar ($1.00) less than three times Executive’s “base amount” (as defined in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code or (2b) paid in full, whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The determination as to whether any such reduction in the amount of the benefits provided hereunder is necessary shall be made by the Compensation Committee in good faith. If a reduced cash payment is made and through error or otherwise that payment, when aggregated with other payments and benefits from WRI WNR used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three times Executive’s base amount, then Executive shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section 5.5 ‎Section shall require the Company to be responsible for, or have any liability or obligation with respect to, Executive’s excise tax liabilities under Section 4999 of the Code.

Parachute Payments. Notwithstanding anything to the contrary in this Agreement, if Executive is a “disqualified individual” (as defined in Section 280G(c) of the Code), and the benefits provided for in this Article, together with any other payments and benefits which Executive has the right to receive from WRICompany and its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the benefits provided hereunder (beginning with any benefit to be paid in cash hereunder) shall be either (1) reduced (but not below zero) so that the present value of such total amounts and benefits received by Executive from the Company will be one dollar ($1.00) less than three times Executive’s “base amount” (as defined in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code or (2) paid in full, whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The determination as to whether any such reduction in the amount of the benefits provided hereunder is necessary shall be made by the Compensation Committee in good faith. If a reduced cash payment is made and through error or otherwise that payment, when aggregated with other payments and benefits from WRI Company (or its affiliates) used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three times Executive’s base amount, then Executive shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section 5.5 5.4 shall require the Company to be responsible for, or have any liability or obligation with respect to, Executive’s excise tax liabilities under Section 4999 of the Code.

Parachute Payments. Notwithstanding anything to the contrary in this Agreement, if Executive is a “disqualified individual” (as defined in Section 280G(c) of the Code), and the benefits provided for in this Article, together with any other payments and benefits which Executive has the right to receive from WRICompany and its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the benefits provided hereunder (beginning with any benefit to be paid in cash hereunder) shall be either (1) reduced (but not below zero) so that the present value of such total amounts and benefits received by Executive from the Company will be one dollar ($1.00) less than three times Executive’s “base amount” (as defined in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code or (2) paid in full, whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The determination as to whether any such reduction in the amount of the benefits provided hereunder is necessary shall be made by the Compensation Committee in good faithfaith and in consultation with Executive and tax and legal advisors of Company. If a reduced cash payment is made and through error or otherwise that payment, when aggregated with other payments and benefits from WRI Company (or its affiliates) used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three times Executive’s base amount, then Executive shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section 5.5 5.6 shall require the Company to be responsible for, or have any liability or obligation with respect to, Executive’s excise tax liabilities under Section 4999 of the Code.

Parachute Payments. Notwithstanding anything to the contrary in this Agreement, if Executive is a “"disqualified individual” " (as defined in Section 280G(c) of the Code), and the benefits provided for in this Article, together with any other payments and benefits which Executive has the right to receive from WRICompany and its affiliates, would constitute a “"parachute payment” " (as defined in Section 280G(b)(2) of the Code), then the benefits provided hereunder (beginning with any benefit to be paid in cash hereunder) shall be either (1) reduced (but not below zero) so that the present value of such total amounts and benefits received by Executive from the Company will be one dollar ($1.00) less than three times Executive’s “'s "base amount” " (as defined in Section 280G(b)(3) 280G of the Code) and so that no portion of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code or (2) paid in full, whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The determination as to whether any such reduction in the amount of the benefits provided hereunder is necessary shall be made initially by the Compensation Committee Company in good faith. If a reduced cash payment benefit is made provided hereunder in accordance with clause (1) of the first sentence of this paragraph and through error or otherwise that payment, when aggregated with other payments and benefits from WRI Company (or its affiliates) used in determining if a “"parachute payment” " exists, exceeds one dollar ($1.00) less than three times Executive’s 's base amount, then Executive shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section 5.5 shall require the Company to be responsible for, or have any liability or obligation with respect to, Executive’s excise tax liabilities under Section 4999 of the Code.