Exhibit 10.3


 


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.                                       Executive
Stock Award Plan. The Restricted Stock is granted under the provisions of
the Waddell & Reed Financial, Inc. 1998 Executive 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. In consideration of future services to the Company, 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
is an employee of the Company, a Subsidiary or an Affiliate 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 Employment.


 


(a)           Termination
of Employment Due to Death or Disability. If an Awardee’s employment with the
Company or any of its Subsidiaries or Affiliates 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 Employment Other Than Due to Death or Disability. If an Awardee’s
employment with the Company or any of its Subsidiaries or Affiliates 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,


 


2

















 


however, to the terms, conditions and restrictions set forth in this
Agreement. Dividends paid in 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 (a) 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; or (b) the withholding obligation as provided
in Section 12 of this Agreement has not been satisfied. 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.                                 Payment
of Taxes. The delivery of shares of Stock pursuant to this Award is
conditioned upon satisfaction of any withholding obligation described in this
Section 12. The Awardee may be required, from time to time, in the Company’s
discretion, to pay to the Company (or any Subsidiary or Affiliate as
applicable), the amount that the Company deems necessary to satisfy the Company’s
or its Subsidiary’s or Affiliate’s current or future obligation to withhold
federal, state or local income or other taxes incurred by the Awardee as a
result of the Award. With respect to any required tax withholding 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 incurred; (b) deliver to the Company sufficient shares of Stock to satisfy
such obligation, based on the shares’ Fair Market Value at the time such
obligation is incurred; or (c) deliver sufficient cash to the Company to
satisfy such obligation. Notwithstanding the foregoing, in the event of the
Awardee’s death, the Company will withhold the number of shares of Stock
necessary to satisfy its withholding obligation, based upon the shares’ Fair
Market Value at the time such obligation is incurred. The Committee may, in its
sole discretion, deny any request to satisfy withholding obligations through
Stock instead of cash. In the event the Company subsequently determines that
the aggregate Fair Market Value of any shares of Stock withheld as payment of
any tax withholding


 


3

















 


obligation is insufficient to discharge that tax withholding
obligation, then the Awardee shall pay to the Company, immediately upon the
Company’s request, the amount of that deficiency in cash.


 


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


 


14.                                 Right
of the Company and Subsidiaries to Terminate Employment. Nothing contained
in this Agreement shall confer upon the Awardee the right to continue in the
employ of the Company or any Subsidiary or Affiliate, or interfere in any way
with the rights of the Company or any Subsidiary or Affiliate to terminate the
Awardee’s employment at any time.


 


15.                                 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 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.


 


16.                                 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.


 


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


 


18.                                 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.


 


19.                                 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.


 


20.                                 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.


 


4

















 


21.                                 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 21, 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.


 


22.                                 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”

  



 


5

















 


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___.


 


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
				



 


6