Exhibit 10.1


 


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.             Executive
Deferral Plan.  The Restricted Stock
is granted under the provisions of the Waddell & Reed Financial, Inc. 1998
Executive Deferred Stock Award Plan (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]