Exhibit 10.1


 


Attachment 10.1


 


INDEMNIFICATION AGREEMENT


 


THIS INDEMNIFICATION
AGREEMENT (this “Agreement”) is
made and entered into as of November 13, 2009, between Waddell & Reed Financial, Inc., a Delaware
corporation (the “Company”), and
                                        
(“Indemnitee”).


 


BACKGROUND


 


Highly competent
persons have become more reluctant to serve corporations as directors or
officers or in other capacities unless they are provided with adequate
protection through insurance or adequate indemnification against inordinate
risks of claims and actions against them arising out of their service to and
activities on behalf of the corporation.


 


The Board of Directors
of the Company (the “Board”) has
determined that, in order to attract and retain qualified individuals, the
Company will, unless certain conditions described below are met, maintain on an
ongoing basis, at its sole expense, liability insurance to protect certain
persons serving the Company and its subsidiaries from certain liabilities.  Although the furnishing of such insurance has
been a customary and widespread practice among United States-based corporations
and other business enterprises, the Company believes that, given current market
conditions and trends, such insurance may be available to it in the future only
at higher premiums and with more exclusions.


 


Directors, officers,
and other persons in service to corporations or business enterprises are being
increasingly subjected to expensive and time-consuming litigation relating to,
among other things, matters that traditionally would have been brought only
against the Company or business enterprise itself.


 


The Restated
Certificate of Incorporation (the “Certificate”)
and the Amended and Restated Bylaws of the Company (the “Bylaws”)
require indemnification of the officers and directors of the Company to the
full extent permissible under applicable law. 
Indemnitee may also be entitled to indemnification pursuant to the
General Corporation Law of the State of Delaware (“DGCL”).  The
Certificate, the Bylaws, and the DGCL expressly provide that the
indemnification provisions set forth therein are not exclusive, and thereby
contemplate that contracts may be entered into between the Company and members
of the Board, officers, and other persons with respect to indemnification.


 


The uncertainties
relating to insurance and to indemnification have increased the difficulty of
attracting and retaining persons to serve. 
The Board has determined that the increased difficulty in attracting and
retaining such persons is detrimental to the best interests of the Company’s
stockholders and that the Company should act to assure such persons that there
will be increased certainty of such protection in the future.


 


It is reasonable,
prudent, and necessary for the Company contractually to obligate itself to
indemnify, and to advance expenses on behalf of, such persons to the fullest
extent permitted by applicable law so that they will serve or continue to serve
the Company free from undue concern that they will not be so indemnified.


 

















 


This Agreement is a
supplement to and in furtherance of the Certificate and Bylaws and any
resolutions adopted by the Board, and will not be deemed a substitute therefor,
nor to diminish or abrogate any rights of Indemnitee thereunder.


 


Indemnitee does not
regard the protection available under the Company’s Certificate and Bylaws and
insurance as adequate in the present circumstances; may not be willing to serve
as an officer or director without adequate protection; and the Company desires
Indemnitee to serve in such capacity. 
Indemnitee is willing to serve, continue to serve, and to take on
additional service for or on behalf of the Company on the condition that he or
she be so indemnified.


 


THEREFORE, in
consideration of the foregoing and of Indemnitee’s agreement to serve as an
officer or director or both after the date of this Agreement, the parties to
this Agreement agree as follows:


 


1.                                       Indemnification of Indemnitee. 
The Company hereby agrees to defend, hold harmless, and indemnify
Indemnitee to the fullest extent permitted by law, as such may be amended from
time to time.  In furtherance of the
foregoing indemnification, and without limiting the generality thereof:


 


(a)                                  Proceedings Other Than Proceedings by or
in the Right of the Company.  Indemnitee will be entitled to the rights of
indemnification provided in this Section 1(a) if, by reason of
his or her Corporate Status, the Indemnitee is, or is threatened to be made, a
party to or participant in any Proceeding other than a Proceeding by or in the
right of the Company.  Pursuant to this Section 1(a),
Indemnitee will be indemnified, defended, and held harmless to the fullest
extent permitted by applicable law, as such may be amended from time to time
(but in the case of any such amendment, only to the extent that such amendment
permits the Company to provide broader indemnification rights than permitted
prior to such amendment), against all Expenses, judgments, penalties, fines,
and amounts paid in settlement actually and reasonably incurred by him or her,
or on his or her behalf, in connection with such Proceeding or any claim,
issue, or matter in any such Proceeding, if the Indemnitee acted in good faith
and in a manner Indemnitee reasonably believed to be in or not opposed to the
best interests of the Company, and with respect to any criminal Proceeding, had
no reasonable cause to believe the Indemnitee’s conduct was unlawful.


 


(b)                                 Proceedings by or in the Right of the
Company.  Indemnitee will be entitled to the rights of
indemnification provided in this Section 1(b) if, by reason of
his or her Corporate Status, Indemnitee is, or is threatened to be made, a
party to or participant in any Proceeding brought by or in the right of the
Company.  Pursuant to this Section 1(b),
Indemnitee will be indemnified, defended, and held harmless to the fullest
extent permitted by applicable law, as such may be amended from time to time
(but in the case of any such amendment, only to the extent that such amendment
permits the Company to provide broader indemnification rights than permitted
prior to such amendment), against all Expenses actually and reasonably incurred
by the Indemnitee, or on the Indemnitee’s behalf, in connection with such
Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee
reasonably believed to be in or not opposed to the best interests of the
Company; provided, however, if applicable law so provides, no 


 


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indemnification
against such Expenses will be made in respect of any claim, issue or matter in
such Proceeding as to which Indemnitee has been finally adjudged to be liable
to the Company unless and to the extent that the Court of Chancery of the State
of Delaware determines that such indemnification may be made.


 


(c)                                  Indemnification for Expenses of a Party
Who is Wholly or Partly Successful. 
Notwithstanding any other provision of this Agreement, to the extent
that Indemnitee is, by reason of his or her Corporate Status, a party to and is
wholly successful, on the merits or otherwise, in any Proceeding, he or she
will be indemnified to the fullest extent permitted by law, as such may be
amended from time to time (but in the case of any such amendment, only to the
extent that such amendment permits the Company to provide broader
indemnification rights than permitted prior to such amendment), against all
Expenses actually and reasonably incurred by him or her or on his or her behalf
in connection with such Proceeding.  If
Indemnitee is not wholly successful in such Proceeding but is successful, on
the merits or otherwise, as to one or more but less than all claims, issues, or
matters in such Proceeding, the Company will indemnify Indemnitee against all
Expenses actually and reasonably incurred by him or her or on his or her behalf
in connection with each successfully resolved claim, issue, or matter.  For purposes of this Section 1(c) and
without limitation, the termination of any claim, issue, or matter in such a
Proceeding by dismissal, with or without prejudice, will be deemed to be a
successful result as to such claim, issue, or matter.


 


2.                                       Additional Indemnity. 
In addition to, and without regard to any limitations on, the
indemnification provided for in Section 1 of this Agreement, the
Company will and hereby does indemnify, defend, and hold harmless Indemnitee
against all Expenses, judgments, penalties, fines, and amounts paid in
settlement actually and reasonably incurred by him or her or on his or her
behalf if, by reason of his or her Corporate Status, he or she is, or is
threatened to be made, a party to or participant in any Proceeding (including a
Proceeding by or in the right of the Company), including, without limitation,
all liability arising out of the sole, contributory, comparative or other
negligence, or active or passive wrongdoing of Indemnitee.  Except as provided in this Section 2
or in Section 9, the only limitation that will exist upon the
Company’s obligations pursuant to this Agreement will be that the Company will
not be obligated to make any payment to Indemnitee that is finally adjudged
(under the procedures, and subject to the presumptions, set forth in Sections 6
and  7) to be unlawful.


 


3.                                       Contribution.


 


(a)                                  Regardless of whether the indemnification
provided in Sections 1 and 2 is available, in respect of any threatened,
pending, or completed Proceeding in which the Company is jointly liable with
Indemnitee (or would be if joined in such Proceeding), the Company will pay, in
the first instance, the entire amount of any judgment or settlement of such
Proceeding without requiring Indemnitee to contribute to such payment, and the
Company hereby waives and relinquishes any right of contribution it may have
against Indemnitee.  The Company will
not, without prior written consent of Indemnitee, enter into any settlement of
any Proceeding in which the Company is jointly liable with Indemnitee (or would
be if joined in such Proceeding) unless such settlement solely involves the
payment of money and includes a full, unconditional and final release of all 


 


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claims
that are or were asserted against Indemnitee in such Proceeding.  In addition, the Company will not, without
prior written consent of Indemnitee, seek or agree to a bar order that
extinguishes Indemnitee’s rights to indemnification or advancement of Expenses,
whether under this Agreement or otherwise.


 


(b)                                 Without diminishing or impairing the
obligations of the Company set forth in Section 3(a), if, for any
reason, Indemnitee elects or is required to pay all or any portion of any
judgment or settlement in any Proceeding in which the Company is jointly liable
with Indemnitee (or would be if joined in such Proceeding), the Company will
contribute to the amount of Expenses, judgments, fines, and amounts paid in
settlement actually and reasonably incurred and paid or payable by Indemnitee
in proportion to the relative benefits received from the transaction that gave
rise to such Proceeding by (i) the Company and all officers, directors, or
employees of the Company, other than Indemnitee, who are jointly liable with
Indemnitee (or would be if joined in such Proceeding), on the one hand; and (ii) Indemnitee,
on the other hand; provided, however, that the proportion determined on the
basis of relative benefit may, to the extent necessary to conform to law, be
further adjusted by reference to the relative fault of the Company and all
officers, directors, or employees of the Company other than Indemnitee who are
jointly liable with Indemnitee (or would be if joined in such Proceeding), on
the one hand, and Indemnitee, on the other hand, in connection with the events
that resulted in such Expenses, judgments, fines, or settlement amounts, as
well as any other equitable considerations that applicable law may require to
be considered.  The relative fault of the
Company and all officers, directors, or employees of the Company, other than
Indemnitee, who are jointly liable with Indemnitee (or would be if joined in
such Proceeding), on the one hand, and Indemnitee, on the other hand, will be
determined by reference to, among other things, the degree to which their
actions were motivated by intent to gain personal profit or advantage, the
degree to which their liability is primary or secondary, and the degree to
which their conduct is active or passive.


 


(c)                                  The Company hereby agrees to fully
indemnify, defend, and hold harmless Indemnitee from any claims of contribution
that may be brought by officers, directors, or employees of the Company, other
than Indemnitee, who may be jointly liable with Indemnitee.


 


(d)                                 To the fullest extent permissible under
applicable law, if the indemnification provided for in this Agreement is
unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of
indemnifying Indemnitee, will contribute to the amount incurred by Indemnitee,
whether for judgments, fines, penalties, excise taxes, and amounts paid or to
be paid in settlement or for Expenses, in connection with any claim relating to
an indemnifiable event under this Agreement, in such proportion as is deemed
fair and reasonable in light of all of the circumstances of such Proceeding in
order to reflect (i) the relative benefits received by the Company and
Indemnitee as a result of the event(s) or transaction(s) giving cause
to such Proceeding; and (ii) the relative fault of the Company (and its
directors, officers, employees, and agents) and Indemnitee in connection with
such event(s) or transaction(s).


 


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4.                                       Indemnification for Expenses of a Witness. 
Notwithstanding any other provision of this Agreement, to the extent
that Indemnitee is, by reason of his or her Corporate Status, a witness or
otherwise involved in any Proceeding to which Indemnitee is not a party, the
Company will indemnify, defend, and hold harmless the Indemnitee against all
Expenses actually and reasonably incurred by him or her or on his or her behalf
in connection therewith.


 


5.                                       Advancement of Expenses. 
To the fullest extent permitted by law, as such may be amended from time
to time (but in the case of any such amendment, only to the extent that such
amendment permits the Company to provide broader advancement rights than
permitted prior to such amendment), the Company will advance all Expenses
incurred by or on behalf of Indemnitee in connection with any Proceeding by
reason of Indemnitee’s Corporate Status within 30 days after the receipt by the
Company of a statement or statements from Indemnitee requesting such advance or
advances from time to time, whether prior to or after final disposition of such
Proceeding.  Such statement or statements
will reasonably evidence the Expenses incurred by Indemnitee and will include
or be preceded or accompanied by an undertaking by or on behalf of Indemnitee
to repay any Expenses advanced if it is ultimately determined that Indemnitee
is not entitled to be indemnified against such Expenses.  Any advances and undertakings to repay
pursuant to this Section 5 will be unsecured and interest-free and
any advances will be made without regard to Indemnitee’s ability to repay the
Expenses.  Indemnitee will qualify for
and be entitled to receive such advances solely upon execution and delivery to
the Company of the statement or statements and the undertaking referred to in
this Section 5.


 


6.                                       Procedures and Presumptions for
Determination of Entitlement to Indemnification.  It is
the intent of this Agreement to secure for Indemnitee rights of indemnification
that are as favorable as may be permitted under the DGCL and public policy of
the State of Delaware.  Accordingly, the
parties agree that the following procedures and presumptions will apply in the
event of any question as to whether Indemnitee is entitled to indemnification
under this Agreement:


 


(a)                                  To obtain indemnification under this
Agreement, Indemnitee must submit to the Company a written request, including
such documentation and information as is reasonably available to Indemnitee and
is reasonably necessary to determine whether and to what extent Indemnitee is
entitled to indemnification.  The
Secretary of the Company will, promptly upon receipt of such a request for
indemnification, advise the Board that Indemnitee has requested
indemnification.


 


(b)                                 If the Company shall be obligated to pay
the Expenses of any Proceeding against Indemnitee, the Company shall be
entitled to assume and control the defense of such Proceeding (with counsel
consented to by Indemnitee, which consent shall not be unreasonably withheld),
upon the delivery to Indemnitee of written notice of its election so to
do.  After delivery of such notice,
consent to such counsel by Indemnitee and the retention of such counsel by the
Company, the Company will not be liable to Indemnitee under this Agreement for
any fees of counsel subsequently incurred by Indemnitee with respect to the
same Proceeding, provided that if (i) the employment of separate counsel
by Indemnitee has been previously authorized by the Company, (ii) Indemnitee
or counsel selected by the Company shall have concluded that there may be a
conflict of interest between the Company and Indemnitee or among Indemnitees
jointly represented 


 


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in
the conduct of any such defense; or (iii) the Company shall not, in fact,
have employed counsel, to which Indemnitee has consented as aforesaid, to
assume the defense of such Proceeding, then the reasonable fees and expenses of
Indemnitee’s counsel shall be at the expense of the Company.  Notwithstanding the foregoing, Indemnitee shall
have the right to employ counsel in any such Proceeding at Indemnitee’s
expense.


 


(c)                                  The Company will be entitled to
participate in the Proceeding at its own expense.  The Company will not, without prior written
consent of Indemnitee, effect any settlement of a claim against Indemnitee in
any threatened or pending Proceeding unless such settlement solely involves the
payment of money by any Person other than Indemnitee and includes a full,
unconditional and final release of all claims that are or were asserted against
Indemnitee in such Proceeding.  In
addition, the Company will not, without prior written consent of Indemnitee,
seek or agree to a bar order that extinguishes Indemnitee’s rights to
indemnification or advancement of Expenses, whether under this Agreement or
otherwise.


 


(d)                                 Upon written request by Indemnitee for
indemnification pursuant to the first sentence of Section 6(a), a
determination, if required by applicable law, with respect to Indemnitee’s
entitlement to indemnification will be made in the specific case: (i) if a
Change in Control shall have occurred, by Independent Counsel in a written
opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if
a Change in Control shall not have occurred, (A) by a majority vote of the
Disinterested Directors, even though less than a quorum of the Board, (B) by
a committee of Disinterested Directors designated by a majority vote of the
Disinterested Directors, even though less than a quorum of the Board, (C) if
there are no such Disinterested Directors or, if such Disinterested Directors
so direct, by Independent Counsel in a written opinion to the Board, a copy of
which shall be delivered to Indemnitee, or (D) if so directed by the
Board, by the stockholders of the Company. 
Indemnitee will reasonably cooperate with the Person making the
determination with respect to Indemnitee’s entitlement to indemnification,
including providing to such Person upon reasonable advance request any
documentation or information that is not privileged or otherwise protected from
disclosure and that is reasonably available to Indemnitee and reasonably
necessary to such determination.  Any
Expenses actually and reasonably incurred by Indemnitee in so cooperating with
the Person making such determination will be borne by the Company (irrespective
of the determination as to Indemnitee’s entitlement to indemnification) and the
Company hereby indemnifies, defends, and agrees to hold Indemnitee harmless
from any such costs and Expenses.  If it
is determined that Indemnitee is entitled to indemnification requested by
Indemnitee in a written application submitted to the Company pursuant to Section 6,
payment to Indemnitee will be made within 30 days of the written request for
indemnification submitted by Indemnitee.


 


(e)                                  In the event the determination of
entitlement to indemnification is to be made by Independent Counsel pursuant to
Section 6(d), the Independent Counsel will be selected as provided
in this Section 6(e).  If a
Change in Control has not occurred, the Independent Counsel will be selected by
the Board, and the Company will give written notice to Indemnitee advising him
or her of the identity of the Independent Counsel so selected.  If a Change in Control has occurred, the
Independent Counsel will be selected 


 


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by
Indemnitee (unless Indemnitee requests that such selection be made by the
Board, in which event the preceding sentence will apply), and Indemnitee will
give written notice to the Company advising it of the identity of the
Independent Counsel so selected.  In
either event, Indemnitee or the Company, as the case may be, may, within ten
days after such written notice of such selection has been received, deliver to
the Company or to Indemnitee, as the case may be, a written objection to such
selection; provided, however, that such objection may be asserted only on the
ground that the Independent Counsel so selected does not meet the requirements
of “Independent Counsel” as defined in this
Agreement, and the objection will set forth with particularity the factual
basis of such assertion.  Absent a proper
and timely objection, the person so selected will act as Independent Counsel.  If a written objection is made and
substantiated, the Independent Counsel so selected may not serve as Independent
Counsel unless and until such objection is withdrawn or a court of competent
jurisdiction has determined that such objection is without merit.  The Company agrees to pay the reasonable fees
and expenses of the Independent Counsel and to fully indemnify such Independent
Counsel against any and all Expenses, claims, liabilities, and damages arising
out of or relating to this Agreement or its engagement pursuant to this
Agreement.


 


(f)                                    In making a determination with respect to
entitlement to indemnification under this Agreement, the Person making such
determination will presume that Indemnitee is entitled to indemnification under
this Agreement.  Anyone seeking to
overcome this presumption will have the burden of proof and the burden of
persuasion by clear and convincing evidence. 
Neither the failure of the Company (including the Board, Independent
Counsel or its stockholders) to have made a determination prior to the commencement
of any action pursuant to this Agreement that indemnification of Indemnitee is
proper in the circumstances because Indemnitee has met the applicable standard
of conduct set forth in the DGCL, nor an actual determination by the Company
(including the Board, Independent Counsel or its stockholders) that Indemnitee
has not met such applicable standard of conduct, will be a defense to the
action or create a presumption that Indemnitee has not met the applicable
standard of conduct.


 


(g)                                 Indemnitee will be deemed to have acted
in good faith if Indemnitee’s action is based on the records or books of
account of the Enterprise, including financial statements, or on information
supplied to Indemnitee by the officers or employees of the Enterprise in the
course of their duties, or on the advice of legal counsel for the Enterprise or
on information or records given or reports made to the Enterprise by an
independent certified public accountant or by an appraiser or other expert
selected by the Enterprise.  In addition,
the knowledge or actions, or failure to act, of any director, officer, agent,
or employee of the Enterprise will not be imputed to Indemnitee for purposes of
determining the right to indemnification under this Agreement.  Regardless of whether the foregoing
provisions of this Section 6(g) are satisfied, it will in any
event be presumed that Indemnitee has at all times acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the Company.  Anyone seeking
to overcome this presumption will have the burden of proof and the burden of
persuasion by clear and convincing evidence.


 


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(h)                                 If the Person empowered or selected under
Section 6(d) to determine whether Indemnitee is entitled to
indemnification has not made a determination within 30 days after receipt by
the Company of the request therefor, the requisite determination of entitlement
to indemnification will be deemed to have been made and Indemnitee will be
entitled to such indemnification absent (i) a misstatement by Indemnitee
of a material fact, or an omission of a material fact necessary to make
Indemnitee’s statement not materially misleading, in connection with the
request for indemnification or (ii) a prohibition of such indemnification
under applicable law.


 


(i)                                     Indemnitee will cooperate with the Person
making such determination with respect to Indemnitee’s entitlement to
indemnification, including providing to such Person upon reasonable advance
request any documentation or information that is not privileged or otherwise
protected from disclosure and that is reasonably available to Indemnitee and
reasonably necessary to such determination. 
Any Independent Counsel, member of the Board, or stockholder of the
Company will act reasonably and in good faith in making a determination
regarding the Indemnitee’s entitlement to indemnification under this
Agreement.  Any Expenses actually and
reasonably incurred by Indemnitee in so cooperating with the Person making such
determination will be borne by the Company (irrespective of the determination
as to Indemnitee’s entitlement to indemnification) and the Company hereby
agrees to indemnify, defend, and hold Indemnitee harmless therefrom.


 


(j)                                     The Company acknowledges that a
settlement or other disposition short of final judgment may be successful if it
permits a party to avoid expense, delay, distraction, disruption, or
uncertainty.  In the event that any
Proceeding to which Indemnitee is a party is resolved in any manner other than
by adverse judgment against Indemnitee (including, without limitation,
settlement of such Proceeding with or without payment of money or other
consideration), it will be presumed that Indemnitee has been successful on the
merits or otherwise in such Proceeding. 
Anyone seeking to overcome this presumption will have the burden of
proof and the burden of persuasion by clear and convincing evidence.


 


(k)                                  The termination of any Proceeding or of
any claim, issue, or matter therein, by judgment, order, settlement, or conviction,
or upon a plea of nolo  contendere
or its equivalent, will not (except as otherwise expressly provided in this
Agreement) of itself adversely affect the right of Indemnitee to
indemnification or create a presumption that Indemnitee did not act in good
faith and in a manner that he or she reasonably believed to be in or not
opposed to the best interests of the Company or, with respect to any criminal
Proceeding, that Indemnitee had reasonable cause to believe that his or her
conduct was unlawful.


 


7.                                       Remedies of Indemnitee.


 


(a)                                  In the event that (i) a
determination is made pursuant to Section 6 of this Agreement that
Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement
of Expenses is not timely made pursuant to Section 5 of this
Agreement, (iii) no determination of entitlement to indemnification is
made pursuant to Section 6(d) 


 


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of
this Agreement within 30 days after receipt by the Company of the request for
indemnification, or (iv) payment of indemnification is not made pursuant
to this Agreement within 30 days after receipt by the Company of a written
request therefor, Indemnitee may at any time thereafter bring suit against the
Company to enforce Indemnitee’s claim to such indemnification or payment.  The Company will not oppose Indemnitee’s
right to bring such suit.


 


(b)                                 In the event that a determination has
been made pursuant to Section 6(d) of this Agreement that
Indemnitee is not entitled to indemnification, any judicial proceeding
commenced pursuant to this Section 7 will be conducted in all
respects as a de novo trial on the merits, and
Indemnitee will not be prejudiced by reason of the adverse determination under Section 6(d).


 


(c)                                  If a determination has been made pursuant
to Section 6(d) of this Agreement that Indemnitee is entitled
to indemnification, the Company will be bound by such determination in any
judicial proceeding commenced pursuant to this Section 7, absent (i) a
misstatement by Indemnitee of a material fact, or an omission of a material
fact necessary to make Indemnitee’s misstatement not materially misleading in
connection with the application for indemnification, or (ii) a prohibition
of such indemnification under applicable law.


 


(d)                                 The Company will indemnify, defend, and
hold harmless Indemnitee against any and all Expenses and, if requested by
Indemnitee, will (within 30 days after receipt by the Company of a written
request therefor) advance, to the extent not prohibited by law, such Expenses to
Indemnitee, that are actually and reasonably incurred by Indemnitee in
connection with any action brought by Indemnitee (i) for indemnification
or advancement of Expenses from the Company under this Agreement, (ii) to
recover damages for breach of this Agreement, or (iii) related to any
directors’ and officers’ liability insurance policies maintained by the
Company, regardless of whether Indemnitee ultimately is determined to be
entitled to such indemnification, advancement of Expenses, or insurance recovery,
as the case may be.


 


(e)                                  The Company will be precluded from
asserting in any proceeding commenced pursuant to this Section 7
that the procedures and presumptions of this Agreement are not valid, binding,
and enforceable and will stipulate in any court of competent jurisdiction that
the Company is bound by all the provisions of this Agreement.


 


(f)                                    Notwithstanding anything in this
Agreement to the contrary, no determination as to entitlement to
indemnification under this Agreement will be required to be made prior to the
final disposition of the Proceeding.


 


8.                                       Non-Exclusivity; Survival of Rights;
Insurance; Subrogation.


 


(a)                                  The rights of indemnification as provided
by this Agreement will not be deemed exclusive of any other rights to which
Indemnitee may at any time be entitled under applicable law, the Certificate,
the Bylaws, any agreement, a vote of stockholders, 


 


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a
resolution of directors, or otherwise. 
No amendment, alteration, or repeal of this Agreement or of any
provision of this Agreement will limit or restrict any right of Indemnitee
under this Agreement in respect of any action taken or omitted by such
Indemnitee in his or her Corporate Status prior to such amendment, alteration,
or repeal.  To the extent that a change
in the DGCL, whether by statute or judicial decision, permits greater
indemnification than would be afforded currently under the Certificate, the
Bylaws, or this Agreement, it is the intent of the parties to this Agreement
that Indemnitee will enjoy by this Agreement the greater benefits so afforded
by such change.  No right or remedy
conferred by this Agreement is intended to be exclusive of any other right or
remedy, and every other right and remedy will be cumulative and in addition to
every other right and remedy given under this Agreement or now or hereafter
existing at law or in equity or otherwise. 
The assertion or employment of any right or remedy under this Agreement,
or otherwise, will not prevent the concurrent assertion or employment of any
other right or remedy.


 


(b)                                 The Company hereby covenants and agrees
that, so long as Indemnitee serves in a Corporate Status and thereafter so long
as Indemnitee may be subject to any possible Proceeding by reason of the fact
that Indemnitee served in a Corporate Status, the Company, subject to Section 8(d),
will maintain in full force and effect liability insurance to protect
Indemnitee from personal liabilities incurred by reason of the fact that
Indemnitee is or was serving in such capacity (“Liability
Insurance”) in reasonable amounts from established and reputable
insurers.


 


(c)                                  In all applicable policies of Liability
Insurance, Indemnitee will be named as an insured and will be covered by such
policies in accordance with their terms to the maximum extent of the coverage
available for any director, officer, employee, or agent or fiduciary under such
policy or policies.


 


(d)                                 Notwithstanding the foregoing, the
Company will have no obligation to maintain Liability Insurance if the Company
determines in good faith that such insurance is not reasonably available, the
premium costs for such insurance are disproportionate to the amount of coverage
provided, the coverage provided by such insurance is limited by exclusions so
as to provide an insufficient benefit, or Indemnitee is covered by similar
insurance maintained by a subsidiary of the Company or by another Person
pursuant to a contractual obligation owed to the Company.


 


(e)                                  Following the receipt of a notice of a
claim pursuant to the terms of this Agreement, the Company will give prompt
notice of the commencement of such Proceeding to the insurers in accordance
with the procedures set forth in the respective policies.  The Company will thereafter take all
necessary or desirable action to cause such insurers to pay, on behalf of the
Indemnitee, all amounts payable as a result of such Proceeding in accordance
with the terms of such policies.


 


(f)                                    In the event of any payment under this
Agreement, the Company will be subrogated to the extent of such payment to all
of the rights of recovery of Indemnitee, who will execute all papers required
and take all action necessary to secure such rights,


 


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including
execution of such documents as are necessary to enable the Company to bring
suit to enforce such rights.


 


(g)                                 The Company’s obligation to indemnify or
advance Expenses under this Agreement to Indemnitee who is or was serving
another Person in a Corporate Status will be reduced by any amount Indemnitee
has actually received as indemnification or advancement of expenses from such
other Person.


 


9.                                       Exception to Right of Indemnification. Notwithstanding any provision in this
Agreement, the Company will not be obligated under this Agreement to make any
indemnification in connection with:


 


(a)                                  any claim made against Indemnitee for
which payment has actually been made to or on behalf of Indemnitee under any
insurance policy or other indemnity provision, except with respect to any
excess beyond the amount paid under any insurance policy or other indemnity
provision;


 


(b)                                 any claim made against Indemnitee for an
accounting of profits made from the purchase and sale (or sale and purchase) by
Indemnitee of securities of the Company within the meaning of Section 16(b) of
the Exchange Act or similar provisions of state law; or


 


(c)                                  except as otherwise provided in Section 7,
any Proceeding (or any part of any Proceeding) initiated by Indemnitee,
including any Proceeding (or any part of any Proceeding) initiated by
Indemnitee against the Company or its directors, officers, employees, or other
indemnitees, unless (i) the Board authorized the Proceeding (or such part
of any Proceeding) prior to its initiation, (ii) such indemnification is
expressly required to be made by applicable law, or (iii) the Company
provides the indemnification, in its sole discretion, pursuant to the powers
vested in the Company under applicable law.


 


10.                                 Duration of Agreement. 
All agreements and obligations of the Company contained in this
Agreement will continue during the period Indemnitee is an officer or director
of the Company (or is or was serving at the request of the Company as a
director, officer, employee or agent of another Person) and will continue
thereafter so long as Indemnitee is, or may be made, the subject to any
Proceeding (or any proceeding commenced under Section 7) by reason
of his or her Corporate Status, regardless of whether he or she is acting or
serving in any such capacity at the time any liability or Expense is incurred
for which indemnification can be provided under this Agreement.  This Agreement will be binding upon and inure
to the benefit of and be enforceable by the parties and their respective
successors (including any direct or indirect successor by purchase, merger,
consolidation or otherwise to all or a majority of the business or assets or
income or revenue generating capacity of the Company), assigns, spouses, heirs,
executors, and personal and legal representatives.


 


11.                                 Reserved.


 


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12.                                 Enforcement.


 


(a)                                  The Company expressly confirms and agrees
that it has entered into this Agreement and assumes the obligations imposed on
it by this Agreement in order to induce Indemnitee to serve as an officer or
director of the Company, and the Company acknowledges that Indemnitee is
relying upon this Agreement in serving as an officer or director of the
Company.


 


(b)                                 Subject to Section 8(a) hereof,
this Agreement constitutes the entire agreement between the parties hereto with
respect to the matter hereof and supersedes all prior written and oral, and
contemporaneous oral, agreements, negotiations, and understandings, express or
implied, between the parties with respect to the subject matter hereof.  This Section 12(b) will not
be construed to limit any other rights Indemnitee may have under the
Certificate, the Bylaws, applicable law or otherwise.


 


13.                                 Period of Limitations. 
No legal action may be brought and no cause of action may be asserted by
or in the right of the Company against Indemnitee, Indemnitee’s estate, spouse,
heirs, executors, or personal or legal representatives after the expiration of
two years from the date of accrual of such cause of action, and any claim or
cause of action of the Company will be extinguished and deemed released, unless
asserted by the timely filing of a legal action within such two year period;
provided, however, that if any shorter period of limitations is otherwise
applicable to any such cause of action, such shorter period will govern.


 


14.                                 Definitions. 
For purposes of this Agreement:


 


(a)                                  “Corporate
Status” describes the status of a person who is or was a director,
officer, manager, partner, trustee, employee, agent, or fiduciary of the
Enterprise that such person is or was serving at the express request of the
Company and includes, without limitation, the status of such person as an
advisor to the Enterprise prior to the commencement of service in any other
Corporate Status.


 


(b)                                 “Change in Control”
will be deemed to occur upon the earliest to occur after the date of this
Agreement of any of the following events:


 


(i)                                     Any Acquiring Person is or becomes the
Beneficial Owner, directly or indirectly, of securities of the Company
representing more than 50% of the combined voting power of the Company’s then
outstanding securities;


 


(ii)                                  During any period of two consecutive
years (not including any period prior to the execution of this Agreement),
individuals who at the beginning of such period constitute the Board, and any
new director (other than a director designated by a Person who has entered into
an agreement with the Company to effect a transaction described in paragraphs
(i), (iii) or (iv) of this definition) whose election by the
Board or nomination for election by the Company’s stockholders was approved by
a vote of at least two-thirds of the directors then still in office who either
were directors at the beginning of the period or whose election or nomination
for election was previously so approved, cease for any reason to constitute at
least a majority of the members of the Board;


 


12

















 


(iii)                               The effective date of a merger or
consolidation of the Company with any other Person, other than a merger or
consolidation that would result in the voting securities of the Company
outstanding immediately prior to such merger or consolidation continuing to
represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity) more than 50% of the combined voting power
of the voting securities of the surviving Person outstanding immediately after
such merger or consolidation and with the power to elect at least a majority of
the board of directors or other governing body of such surviving Person;


 


(iv)                              The approval by the stockholders of the
Company of a complete liquidation of the Company or an agreement for the sale
or disposition by the Company of all or a majority of the Company’s assets or
income or revenue-generating capacity; or


 


(v)                                 There occurs any other event of a nature
that would be required to be reported in response to Item 6(e) of Schedule
14A of Regulation 14A (or a response to any similar item on any similar
schedule or form) promulgated under the Exchange Act, whether or not the
Company is then subject to such reporting requirement.


 


For purposes of the foregoing, the
following terms will have the following meanings:


 


(A)                              “Acquiring Person”
will mean a “person” or “group” within the meaning of Sections 13(d) and
14(d) of the Exchange Act; provided, however, that Acquiring Person will
exclude (i) the Company, (ii) any trustee or other fiduciary holding
securities under an employee benefit plan of the Company, and (iii) any
Person owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the Company.


 


(B)                                “Beneficial Owner”
will have the meaning given to such term in Rule 13d-3 under the Exchange
Act; provided, however, that Beneficial Owner will exclude any Person otherwise
becoming a Beneficial Owner by reason of the stockholders of the Company
approving a merger of the Company with another Person.


 


(c)                                  “Disinterested
Director” means a director of the Company who is not and was not a
party to the Proceeding in respect of which indemnification is sought by
Indemnitee.


 


(d)                                 “Enterprise”
means the Company and any other Person that Indemnitee is or was serving at the
express request of the Company.


 


(e)                                  “Exchange Act” means
the Securities Exchange Act of 1934, as amended.


 


13

















 


(f)                                    “Expenses”
include all reasonable attorneys’ fees, retainers, court costs, transcript
costs, fees of experts, witness fees, travel expenses, duplicating costs,
printing and binding costs, telephone charges, postage, delivery service fees,
and all other disbursements or expenses of the types customarily incurred in
connection with prosecuting, defending, preparing to prosecute or defend,
investigating, participating, or being or preparing to be a witness in a
Proceeding, including reasonable compensation for time spent by Indemnitee in
connection with the prosecution, defense, preparation to prosecute or defend,
investigation, participation, preparation or involvement as a witness, or
appeal of a Proceeding or action for indemnification for which Indemnitee is
not otherwise compensated by the Company or any third party.  “Expenses” also include expenses incurred in
connection with any appeal resulting from any Proceeding, including without
limitation the premium, security for, and other costs relating to any cost
bond, supersedeas bond, or other appeal bond or its equivalent.  “Expenses,” however, do not include amounts
paid in settlement by Indemnitee or the amount of judgments or fines against
Indemnitee.


 


(g)                                 “Independent
Counsel” means a law firm, or a member of a law firm, that is
experienced in matters of corporation law and neither presently is, nor in the
past five years has been, retained to represent:  (i) the Company or Indemnitee in any
matter material to either such party (other than with respect to matters
concerning Indemnitee under this Agreement or of other indemnitees under
similar indemnification agreements), or (ii) any other party to the
Proceeding giving rise to a claim for indemnification under this
Agreement.  Notwithstanding the
foregoing, the term “Independent Counsel” will not include any person who,
under the applicable standards of professional conduct then prevailing, would have
a conflict of interest in representing either the Company or Indemnitee in an
action to determine Indemnitee’s rights under this Agreement.


 


(h)                                 “Person”
means any individual, corporation, partnership, limited liability company,
trust, benefit plan, governmental or quasi-governmental agency, and any other
entity, public or private.


 


(i)                                     “Proceeding”
includes any threatened, pending, or completed action, claim, suit,
arbitration, alternate dispute resolution mechanism, investigation, inquiry,
administrative hearing, or any other actual, threatened, or completed
proceeding, whether brought by or in the right of the Company or otherwise and
whether civil, criminal, administrative, or investigative, in which Indemnitee
was, is or will be involved as a party or otherwise, by reason of the fact that
Indemnitee is or was acting in his or her Corporate Status, by reason of any
action taken by him or her or of any inaction on his or her part while acting
in his or her Corporate Status; in each case whether or not he or she is acting
or serving in any such capacity at the time any liability or expense is
incurred for which indemnification can be provided under this Agreement;
including any Proceeding pending on or before the date of this Agreement, but
excluding any Proceeding initiated by an Indemnitee pursuant to Section 7
of this Agreement to enforce his or her rights under this Agreement.


 


15.                                 Severability. 
The invalidity or unenforceability of any provision of this Agreement
will in no way affect the validity or enforceability of any other
provision.  Without 


 


14

















 


limiting the generality of the foregoing,
this Agreement is intended to confer upon Indemnitee indemnification rights to
the fullest extent permitted by applicable law. 
In the event any provision of this Agreement conflicts with any
applicable law, such provision will be deemed modified, consistent with the
aforementioned intent, to the extent necessary to resolve such conflict.


 


16.                                 Modification and Waiver. 
No supplement, modification, termination, or amendment of this Agreement
will be binding unless executed in writing by each of the parties.  No waiver of any of the provisions of this
Agreement will be deemed or will constitute a waiver of any other provisions of
this Agreement (whether or not similar) nor will such waiver constitute a
continuing waiver.  This Agreement cannot
be modified or amended, or any provision of this Agreement waived, by course of
conduct.


 


17.                                 Notice by Indemnitee. 
Indemnitee agrees promptly to notify the Company in writing upon being
served with or otherwise receiving any summons, citation, subpoena, complaint,
indictment, information, or other document relating to any Proceeding or matter
that may be subject to indemnification covered under this Agreement.  The failure to so notify the Company will not
relieve the Company of any obligation that it may have to Indemnitee under this
Agreement unless and only to the extent that such failure or delay materially
prejudices the Company.


 


18.                                 Notices.  All
notices and other communications given or made pursuant to this Agreement will
be in writing and will be deemed effectively given:  (a) upon personal delivery to the party
to be notified, (b) when sent by confirmed electronic mail or facsimile if
sent during normal business hours of the recipient, and if not so confirmed,
then on the next business day, (c) five days after having been sent by
registered or certified mail, return receipt requested, postage prepaid, or (d) one
day after deposit with a nationally recognized overnight courier, specifying
next day delivery, with written verification of receipt.  All communications will be sent:


 


(a)                                  To Indemnitee at the address set forth
below Indemnitee’s signature hereto.


 


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(b)                                To the Company at:


 


Waddell &
Reed Financial, Inc.


6300
Lamar Avenue


Overland
Park, Kansas 66202


Attention:
General Counsel


 


or to such other address as may have been furnished to Indemnitee by
the Company or to the Company by Indemnitee, as the case may be.


 


19.                                 Counterparts. 
This Agreement may be executed in two or more counterparts, each of
which will be deemed an original, but all of which together will constitute one
and the same Agreement.  This Agreement may
also be executed and delivered by facsimile signature or other electronic means
and in two or more counterparts, each of which will be deemed an original, but
all of which together will constitute one and the same instrument.


 


20.                                 Rules of Construction.


 


(a)                                  The headings of the paragraphs of this
Agreement are inserted for convenience only and will not be deemed to
constitute part of this Agreement or to affect the construction of this
Agreement.


 


(b)                                 Time is of the essence with respect to
this Agreement.


 


(c)                                  Unless the context otherwise requires,
references to “Sections” are to Sections of this Agreement.


 


(d)                                 This Agreement will be liberally
construed in favor of Indemnitee.


 


(e)                                  Use of the word “or” will not be
exclusive.


 


(f)                                    Use of defined terms in the singular will
include the plural, and vice versa.


 


21.                                 Governing Law and Consent to
Jurisdiction.  This Agreement and the legal relations among
the parties will be governed by, and construed and enforced in accordance with,
the Federal laws of the United States of America and the laws of the State of
Delaware, without regard to its conflict of laws rules or any other
principle that could result in the application of the laws of any other
jurisdiction. The Company and Indemnitee hereby irrevocably and unconditionally
(i) agree that any action or proceeding arising out of or in connection
with this Agreement will be brought only in the Chancery Court of the State of
Delaware (the “Delaware Court”),
and not in any other state or Federal court in the United States of America or
any court in any other country, (ii) consent to submit to the exclusive
jurisdiction of the Delaware Court for purposes of any action or proceeding
arising out of or in connection with this Agreement, (iii) appoint, to the
extent such party is not otherwise subject to service of process in the State
of Delaware, The Corporation Trust Company, 1209 Orange Street, Wilmington, New
Castle County, Delaware 19801, as such party’s agent in the State of Delaware
for acceptance of legal process in connection with any such action or
proceeding against such party with the same legal force and validity as if
served upon such party personally within the State of Delaware, 


 


16

















 


(iv) waive any objection to the
laying of venue of any such action or proceeding in the Delaware Court, and (v) waive,
and agree not to plead or to make, any claim that any such action or proceeding
brought in the Delaware Court has been brought in an improper or inconvenient
forum.


 


 


[Signature page follows.]


 


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IN WITNESS WHEREOF, the parties hereto have
executed this Indemnification Agreement on and as of the day and year first
above written.


 


 


	
   

  	
  WADDELL & REED FINANCIAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: Henry J. Herrmann

  	
   

  
	
   

  	
  Title: Chief Executive Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INDEMNITEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
					



 


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