Exhibit 10.2


 


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 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 on ______________,
20____ (the “Grant Date”), subject to repurchase of a portion thereof by the
Company pursuant to Section 12.


 


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. 
Notwithstanding the preceding sentences, the Compensation Committee of
the Board of Directors of the Company (the “Committee”) may, in its sole
discretion, provide for the expiration of such restrictions in installments and
may accelerate or waive such restrictions in whole or in part, before or after
the Awardee’s termination of employment, based on performance and/or such other
factors as the Committee may determine, in its sole discretion.


 


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, Disability or Normal Retirement.  If an Awardee’s employment with the Company
or any of its Subsidiaries or Affiliates terminates by reason of death,
Disability or Normal Retirement, the restrictions and risk of forfeiture with
respect to the Restricted Stock which have not expired shall immediately expire
and all shares of the Restricted Stock shall be fully vested.


 


(b)           Termination of
Employment Other Than Due to Normal Retirement, 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, Disability or Normal Retirement, 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 Change in Control, unless
otherwise determined by the Committee in writing after the Grant Date, but
prior to the occurrence of such Change in Control, or, in the event of a
Potential Change in Control, if and to the extent so determined by the
Committee in writing after the Grant Date (subject to any right of approval
expressly reserved by the Committee at the time of such determination): (a) the
restrictions with respect to the Restricted Stock shall expire and such shares
shall be deemed fully vested; and (b) the value of the outstanding Stock
previously subject to restrictions, shall, to the extent determined by the
Committee at or after the Grant Date, be settled on the basis of the Change in
Control Price as of the date the Change in Control occurs or Potential Change
in Control is determined to have occurred, or such other date as the Committee
may determine prior to the Change in Control or Potential Change in
Control.  In the sole discretion of the
Committee, such settlements may be made in cash or in stock, as shall be
necessary to effect the desired accounting treatment for the transaction
resulting in the Change in Control or Potential Change of Control.


 


7.             No Limitation on
Excess Parachute Payments.  The
provisions of Section 14 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


 


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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 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 obligations, 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
obligations.  The Company may, in


 


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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, 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.


 


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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.


 


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]