Exhibit 10.4


 


WADDELL & REED
FINANCIAL, INC.


 


RESTRICTED STOCK AWARD AGREEMENT


 


WADDELL & REED FINANCIAL, INC., a corporation organized and
existing under the laws of the state of Delaware (or any successor corporation)
(the “Company”), does hereby grant and give unto ____________________ (the “Awardee”),
an award of restricted shares of Company Class A common stock (the “Restricted
Stock”) upon the terms and conditions hereinafter set forth (the “Award”).


 


AUTHORITY FOR GRANT


 


1.                                       Non-Employee
Director Stock Award Plan. The Restricted Stock is granted under the
provisions of the Waddell & Reed Financial, Inc. 1998 Non-Employee Director
Stock Award Plan, as amended and restated (the “Plan”), and is subject to the
terms and conditions set forth in this Restricted Stock Award Agreement (the “Agreement”)
and not inconsistent with the Plan. Capitalized terms used but not defined
herein shall have the meaning given them in the Plan, which is incorporated by
reference herein.


 


TERMS OF AWARD


 


2.                                       Number
of Shares. Pursuant to the Conversion Election Form dated _______________,
20___, the Awardee is hereby granted _____________ shares of Restricted Stock
(the “Shares”) of the Company’s Class A common stock, par value $.01 (the “Stock”)
on ___________, 20___ (the “Grant Date”), subject to repurchase of a portion
thereof by the Company pursuant to Section 12 below.


 


3.                                       Restrictions;
Forfeiture. The Restricted Stock may not be sold, transferred, pledged,
assigned or otherwise alienated or hypothecated until its restrictions are
removed or expire. The Restricted Stock may be forfeited to the Company
pursuant to Section 5(b), at which time the Company shall have the right to
instruct the Company’s transfer agent to transfer the Restricted Stock to the
Company to be held by the Company in treasury or by any designee of the
Company.


 


4.                                       Expiration
of Restrictions and Risk of Forfeiture. The restrictions and risk of
forfeiture for the Restricted Stock will expire as set forth in this Section 4,
as of the vesting dates set forth in this Section 4, provided that (a) Awardee
serves as a Director of the Company continuously from the Grant Date through
the applicable vesting date, and (b) the restrictions and risk of forfeiture
have not previously expired pursuant to this Agreement.


 


	
  Percentage of Shares Vesting

  	
   

  	
  Vest Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  331/3%

  	
   

  	
  ____________,
  20___

  	
   

  
	
  331/3%

  	
   

  	
  ____________,
  20___

  	
   

  
	
  331/3%

  	
   

  	
  ____________,
  20___

  	
   

  



 

















 


TERMINATION OF AWARD


 


5.                                       Termination
of Service on the Board.


 


(a)                                  Termination of
Service Due to Death or Disability. If an Awardee’s service on the Board
terminates by reason of death or Disability, the restrictions and risk of
forfeiture with respect to the Restricted Stock which have not expired shall
immediately lapse and all shares of the Restricted Stock shall be deemed fully
vested and nonforfeitable.


 


(b)                                 Termination of
Service Other Than Due to Death or Disability. If an Awardee’s service on
the Board terminates for a reason other than death or Disability, the shares of
Restricted Stock for which the restrictions and risk of forfeiture have not
expired as of the date of termination shall be immediately forfeited without
further action by the Company; provided, however, that the portion, if any, of
those shares of Restricted Stock for which the restrictions and risk of
forfeiture have expired as of the date of such termination shall not be
forfeited.


 


6.                                       Change in Control or Potential
Change in Control of the Company. In the event of (a) a Change in
Control, unless otherwise determined by the Committee in writing at or after
the Grant Date, but prior to the occurrence of such Change in Control, or (b) a
Potential Change in Control, if and to the extent so determined by the
Committee in writing at or after the Grant Date (subject to any right of
approval expressly reserved by the Committee at the time of such
determination), the restrictions with respect to the Restricted Stock shall
lapse and such shares shall be deemed fully vested and nonforfeitable.


 


7.                                       No
Limitation on Excess Parachute Payments. The provisions of Article 11 of
the Plan regarding the payment of any “Excess Parachute Payment” within the
meaning of Section 280G(b)(1) of the Internal Revenue Code of 1986, as amended,
shall not apply to this Agreement.


 


GENERAL TERMS AND PROVISIONS


 


8.                                       Administration
of Award. The Restricted Stock shall be maintained in a book-entry account
(the “Account”) by and at the Company’s transfer agent until the restrictions
associated with such Restricted Stock expire pursuant to Sections 4, 5 or 6. The
Awardee shall execute and deliver to the transfer agent one or more stock
powers in blank for the Restricted Stock. The Awardee hereby agrees that the
transfer agent shall maintain such Account and the related stock power(s)
pursuant to the terms of this Agreement until such restrictions expire pursuant
to Sections 4, 5 or 6.


 


9.                                       Ownership
of Restricted Stock. From and after the time that the Account representing
the Restricted Stock has been activated and prior to forfeiture, the Awardee
will be entitled to all the rights of absolute ownership of the Restricted
Stock, including the right to vote those shares and to receive dividends
thereon if, as, and when declared by the Board, subject, however, to the terms,
conditions and restrictions set forth in this Agreement. Dividends paid in


 


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stock of the Company or stock received in connection with a Stock split
with respect to the Restricted Stock shall be subject to the same restrictions
as on such Restricted Stock. The shares of Restricted Stock subject to this
Award are not eligible to be enrolled in any dividend re-investment program
until the restrictions thereon expire.


 


10.                                 Adjustment
of Shares for Recapitalization, Etc. In the event there is
any change in the outstanding Stock of the Company by reason of any
reorganization, recapitalization, stock split, stock dividend, combination of
shares or otherwise, there shall be substituted for or added to each share of
Stock theretofore appropriated or thereafter subject, or which may become
subject, to this Award, the number and kind of shares of stock or other
securities into which each outstanding share of Stock shall be so changed or
for which each such share shall be exchanged, or to which each such share shall
be entitled, as the case may be. Adjustment under the preceding provisions of
this Section 10 will occur automatically upon any such change in the
outstanding Stock of the Company. No fractional interest will be issued under
the Plan on account of any such adjustment.


 


11.                                 Conditions
to Delivery of Stock and Registration. Nothing herein shall require the
Company to issue or the transfer agent to deliver any shares with respect to
the Award if that issuance would, in the opinion of counsel for the Company,
constitute a violation of the Securities Act of 1933, as amended, or any
similar or superseding statute or statutes, any other applicable statute or
regulation, or the rules of any applicable securities exchange or securities
association, as then in effect. From time to time, the Board and appropriate
officers of the Company are authorized to and shall take whatever actions are
necessary to file required documents with governmental authorities, stock
exchanges, and other appropriate persons to make shares of Stock available for
issuance.


 


12.                                 Tax
Obligations. The Awardee shall be responsible for satisfaction of any
current or future federal, state or local income or other tax obligation
incurred by the Awardee as a result of the Award. With respect to any such
required tax obligation, the Awardee may (a) upon election, at the time
and in the manner prescribed by the Company, direct the Company to purchase
from the Awardee the number of shares of Stock to be issued upon vesting equal
in value to the amount of such obligation, based on the shares’ Fair Market
Value at the time such obligation is determined, at which time the Company
shall deliver to the Awardee an amount in cash equal to the aggregate Fair
Market Value of the shares purchased by the Company, or (b) if no such election
is made by the Awardee, the Awardee shall otherwise satisfy such tax obligation
by such other means as the Awardee may determine.


 


13.                                 Company
Records. Records of the Company or its Subsidiaries or Affiliates regarding
any period(s) of service on the Board, termination of service and the reason
therefor, and other matters shall be conclusive for all purposes hereunder,
unless determined by the Company to be incorrect.


 


14.                                 No
Liability for Good Faith Determinations. The members of the Board and the Committee
shall not be liable for any act, omission, interpretation or determination
taken or made in good faith with respect to this Agreement or the Restricted
Stock granted hereunder and all members of the Board or the Committee and each
and any officer or employee of the


 


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Company acting on their behalf shall, to the extent permitted by law,
be fully indemnified and protected by the Company with respect to any such
action, determination or interpretation.


 


15.                                 Severability.
If any provision of this Agreement is held to be illegal or invalid for any
reason, the illegality or invalidity shall not affect the remaining provisions
hereof, but such provision shall be fully severable and this Agreement shall be
construed and enforced as if the illegal or invalid provision had never been
included herein.


 


16.                                 Successors.
This Agreement shall be binding upon the Awardee, their legal representatives,
heirs, legatees and distributees, and upon the Company, its successors and
assigns.


 


17.                                 Notices.
Any notices required by or permitted to be given to the Company under this
Agreement shall be made in writing and addressed to the Secretary of the
Company in care of the Company’s Legal Department, 6300 Lamar Avenue, Overland
Park, Kansas 66202. Any such notice shall be deemed to have been given
when received by the Company.


 


18.                                 Headings.
The titles and headings herein are included for convenience of reference only,
do not constitute a part of this Agreement and shall not be deemed to limit or
affect any of the provisions hereof.


 


19.                                 Rules
of Construction. This Agreement has been executed and delivered by the
Company in Kansas and shall be construed and enforced in accordance with the
laws of said State, other than any choice of law rules calling for the
application of laws of another jurisdiction. Should there be any inconsistency
or discrepancy between the provisions of this Agreement and the terms and
conditions of the Plan under which this Award is granted, the provisions in the
Plan shall govern and prevail.


 


20.                                 Amendment.
This Agreement may be amended by the Committee; provided, however, that no
amendment may decrease rights inherent in this Award prior to such amendment
without the express written consent of the parties hereto. Notwithstanding the
provisions of this Section 20, this Agreement may be amended by the
Committee to the extent necessary to comply with applicable laws and
regulations and to conform the provisions of this Agreement to any changes
thereto.


 


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21.                                 Effective
Date. This Agreement has been executed this ____ day of ________________,
20___, effective as of _________________, 20___.


 


 


	
   

  	
  WADDELL & REED FINANCIAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Daniel P. Connealy, Senior Vice President 

  
	
   

  	
   

  	
  and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Company”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Awardee”

  



 


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STOCK POWER


 


FOR VALUE RECEIVED, _______________ does hereby assign
and transfer unto Waddell & Reed
Financial, Inc. (51-0261715) __________ shares of Class A common
stock of Waddell & Reed Financial, Inc., a Delaware corporation, granted on
_______________, 20___, as evidenced by the Restricted Stock Award Agreement of
even date therewith and standing in the name of the undersigned on the books of
Waddell & Reed Financial, Inc. The undersigned does hereby appoint Computershare
Trust Company, N.A. as attorney-in-fact to transfer the said stock on the books
of Waddell & Reed Financial, Inc. with full power of substitution in the
premises.


 


Dated as of this ____ day of ________________, 20___.


 


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
				



 


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