Exhibit 10.4


 


WADDELL & REED FINANCIAL, INC.


 


RESTRICTED STOCK AWARD AGREEMENT


 


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


 


AUTHORITY FOR GRANT


 


1.             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 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 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.


 


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 


 


2





















 


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
Restricted 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.  The Company
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
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, 


 


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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 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.


 


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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,               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 herewith and standing in the name of the undersigned on
the books of Waddell & Reed Financial, Inc.  The undersigned does hereby appoint EquiServe
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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