Exhibit 10.5


 


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
                 
and
                    
shares of Restricted Stock (collectively, 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 serves as a Director of
the Company 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 Service on the Board.


 


(a)           Termination of Service Due to
Death or Disability.  If an Awardee’s
service on the Board 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
Service Other Than Due to Death or Disability. 
If an Awardee’s service on the Board 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


 


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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 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.  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.                                 Tax Obligations.  The Awardee shall be responsible for
satisfaction of any current or future federal, state or local income or other
tax obligation incurred by the Awardee as a result of the Award.  With respect to any such required tax
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 determined, at which time the
Company shall deliver to the Awardee an amount in cash equal to the aggregate
Fair Market Value of the shares purchased by the Company, or (b) if no
such election is made by the Awardee, the Awardee shall otherwise satisfy such
tax obligation by such other means as the Awardee may determine.


 


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


 


14.                                 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


 


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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.


 


15.                                 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.


 


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


 


17.                                 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.


 


18.                                 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.


 


19.                                 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.


 


20.                                 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 20, 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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21.                                 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]