Exhibit 10.29


 


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.                                       Stock
Incentive Plan.  The Restricted Stock
is granted under the provisions of the Waddell & Reed Financial, Inc.
1998 Stock Incentive 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


 


For purposes of the following Sections, all references to termination
of employment shall be construed to mean termination of all service
relationships with the Company and its Subsidiaries and Affiliates, including
employees, independent contractors and consultants; however, nothing in this
Agreement or the Plan shall be construed to create or continue a common law
employment relationship with any individual characterized by the Company, a
Subsidiary or an Affiliate as an independent contractor or consultant.


 


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 Section 12 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.


 


2













 


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 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 


 


3













 


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.


 


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 


 


4













 


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”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  «Name»

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Awardee”

  
					



 


5













 


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»