EFFECT TO ANY CONFLICT-OF-LAWS,
RULE OR PRINCIPLE THAT MIGHT REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION.
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13.
NOTICE.
ANY NOTICE REQUIRED OR PERMITTED
UNDER THIS AGREEMENT MUST BE IN WRITING AND WILL BE DEEMED TO HAVE BEEN GIVEN
WHEN DELIVERED PERSONALLY, BY FACSIMILE, BY OVERNIGHT COURIER SERVICE, OR THREE
(3) BUSINESS DAYS AFTER BEING SENT BY MAIL, POSTAGE PREPAID, TO THE PARTIES AT
THE FOLLOWING ADDRESSES (OR TO THE ATTENTION OF ANOTHER PERSON OR ADDRESS AS A
PARTY MAY PROVIDE BY NOTICE IN ACCORDANCE WITH THIS SECTION 13).
If to the Company:
Waddell & Reed Financial, Inc.
6300 Lamar Avenue
Overland Park, KS 66202
Facsimile:
(913) 236-2379
Attn:
General Counsel
If to Consultant:
Keith A. Tucker
3831 Turtle Creek Blvd. Unit 6H
Dallas, TX 75219
With a copy to:
Scott Price
Milbank
1 Chase Manhattan Plaza
New York, NY 10005
14.
ASSIGNMENT.
THE SERVICES TO BE PERFORMED
HEREUNDER ARE PERSONAL TO CONSULTANT AND MAY NOT BE ASSIGNED BY ANY ACT OR
OMISSION BY CONSULTANT, BY OPERATION OF LAW OR OTHERWISE.
WITHOUT THE CONSENT
OR PRIOR KNOWLEDGE OF CONSULTANT, THE COMPANY MAY ASSIGN THIS AGREEMENT TO ANY
AFFILIATE OR TO ANY PERSON OR ENTITY ACQUIRING ALL OR SUBSTANTIALLY ALL OF THE
COMPANY'S ASSETS, ITS AFFILIATES' ASSETS, ITS BUSINESS OR ANY OF ITS AFFILIATES'
BUSINESS, WHETHER BY MERGER, ACQUISITION OR OTHERWISE, PROVIDED, HOWEVER, THAT
THE COMPANY SHALL REMAIN SECONDARILY LIABLE FOR ANY PAYMENTS DUE TO CONSULTANT
HEREUNDER.
15.
MULTIPLE ORIGINALS.
THIS AGREEMENT MAY BE
EXECUTED BY THE PARTIES IN SEPARATE COUNTERPARTS, EACH OF WHICH WHEN EXECUTED
AND DELIVERED IS AN ORIGINAL.
ALL COUNTERPARTS TOGETHER CONSTITUTE ONE
INSTRUMENT.
16.
HEADINGS.
THE HEADINGS OF THIS AGREEMENT
ARE FOR REFERENCE ONLY, AND DO NOT AFFECT THE INTERPRETATION OF THIS AGREEMENT.
17.
ATTORNEYS' FEES.
IF ANY PARTY BRINGS AN
ACTION TO ENFORCE THIS AGREEMENT, THE PREVAILING PARTY WILL BE ENTITLED TO
RECOVER, IN ADDITION TO OTHER DAMAGES IT MAY BE ENTITLED TO, ITS REASONABLE
ATTORNEYS' FEES, COSTS, AND NECESSARY DISBURSEMENTS IN ADDITION TO ANY OTHER
RELIEF TO WHICH THAT PARTY MAY BE ENTITLED.
A PARTY SHALL BE CONSIDERED THE
PREVAILING PARTY IF (A) IT INITIATED THE ACTION AND SUBSTANTIALLY OBTAINS THE
RELIEF IT SOUGHT, EITHER THROUGH A JUDGMENT OR
8
ARBITRATION AWARD OR THE LOSING PARTY'S VOLUNTARY ACTION BEFORE ARBITRATION,
TRIAL OR JUDGMENT, (B) THE OTHER PARTY WITHDRAWS ITS ACTION WITHOUT
SUBSTANTIALLY OBTAINING THE RELIEF IT SOUGHT, OR (C) SUCH PARTY DID NOT INITIATE
THE ACTION AND JUDGMENT IS ENTERED INTO FOR ANY PARTY, BUT WITHOUT SUBSTANTIALLY
GRANTING THE RELIEF SOUGHT BY THE INITIATING PARTY OR GRANTING MORE SUBSTANTIAL
RELIEF TO THE NON-INITIATING PARTY WITH RESPECT TO ANY COUNTERCLAIM ASSERTED BY
THE NON-INITIATING PARTY IN CONNECTION WITH SUCH ACTION.
18.
ARBITRATION.
SUBJECT TO SECTION 10, TO THE
EXTENT THAT THE PARTIES HERETO ARE UNABLE TO RESOLVE THEIR DISPUTES OR
CONTROVERSIES ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE PERFORMANCE,
BREACH, VALIDITY, INTERPRETATION OR ENFORCEMENT OF THIS AGREEMENT, CONSULTANT'S
SERVICES AND/OR TERMINATION, INCLUDING, WITHOUT LIMITATION, ANY AND ALL CLAIMS
OR