Exhibit 10.31


 


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 «Name» (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» 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, 


 


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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 Company
will withhold from the gross number of shares of Stock to be issued upon
vesting a number of shares equal in value to the amount of such obligation,
based on the shares’ Fair Market Value at the time such obligation is incurred
or, upon timely request by the Awardee, the Company may, in its sole
discretion, allow the Awardee to deliver to the Company (a) sufficient
shares of Stock to satisfy any required tax withholding obligation, based on
the shares’ Fair Market Value at the time such obligation is incurred or (b) sufficient
cash to satisfy such obligation in lieu of such withholding by the
Company.  In the event that the Company
subsequently determines that the aggregate Fair Market Value of any shares of
Stock withheld by the Company or submitted by the Awardee as payment of any tax
withholding 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.


 


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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.


 


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 


 


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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”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ______________________________

  	
   

  
	
   

  	
   

  	
       «Name»

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
       “Awardee”

  



 


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STOCK POWER


 


FOR VALUE RECEIVED, «Name» 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___.


 


 


	
   

  	
  _____________________________________________________________

  	
   

  
	
   

  	
  «Name»

  	
   

  



 


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