CAUSES OF ACTION WHICH MAY ARISE OR BE ASSERTED UNDER FEDERAL, STATE OR LOCAL
REGULATORY, STATUTORY OR COMMON LAW, WRONGFUL DISCHARGE, AND TORT (SUCH AS
INTENTIONAL INFLICTION OF EMOTIONAL DISTRESS, LIBEL, SLANDER, INVASION OF
PRIVACY OR PERSONAL INJURY), THROUGH DISCUSSION AND NEGOTIATION, ALL SUCH
DISPUTES AND CONTROVERSIES WILL BE RESOLVED BY BINDING ARBITRATION IN ACCORDANCE
WITH TITLE 9 OF THE U.S. CODE (UNITED STATES ARBITRATION ACT) AND THE COMMERCIAL
ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION (THE "AAA"), AND
JUDGMENT UPON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT
HAVING JURISDICTION THEREOF.
A PARTY HERETO MAY INITIATE ARBITRATION BY SENDING
WRITTEN NOTICE OF ITS INTENTION TO ARBITRATE TO THE OTHER PARTIES HERETO AND TO
THE AAA OFFICE LOCATED IN CHICAGO, ILLINOIS.
SUCH WRITTEN NOTICE WILL CONTAIN A
DESCRIPTION OF THE DISPUTE AND THE REMEDY SOUGHT.
THE ARBITRATION WILL BE
CONDUCTED AT THE OFFICES OF THE AAA IN CHICAGO, ILLINOIS BEFORE AN INDEPENDENT
AND IMPARTIAL ARBITRATOR ACCEPTABLE TO THE PARTIES HERETO.
IN THE EVENT THAT
THE PARTIES HAVE NOT MUTUALLY AGREED ON AN ACCEPTABLE ARBITRATOR WITHIN THIRTY
(30) DAYS AFTER THE DEMAND FOR ARBITRATION IS FILED, THE ARBITRATOR SHALL BE
APPOINTED IN THE MANNER PROVIDED BY SECTION 13 OF THE COMMERCIAL ARBITRATION
RULES OF THE AAA.
THE DECISION OF THE ARBITRATOR WILL BE FINAL AND BINDING ON
THE PARTIES HERETO AND THEIR SUCCESSORS' AND ASSIGNEES.
THE PARTIES HERETO
INTEND THAT THIS AGREEMENT TO ARBITRATE BE IRREVOCABLE.
IN PROVIDING A REMEDY UNDER THIS SECTION 18, THE PARTIES AGREE THAT THE
ARBITRATOR SHALL NOT AWARD PUNITIVE DAMAGES AGAINST ANY PARTY, AND THE PARTIES
HEREBY MUTUALLY WAIVE ANY CLAIM FOR PUNITIVE DAMAGES, WHICH MAY BE AWARDED IN
CONNECTION WITH ANY DISPUTE SUBJECT TO ARBITRATION UNDER THIS AGREEMENT.
19.
GENERAL RELEASE.
IN CONSIDERATION OF THIS
AGREEMENT, THE SERVICES TO BE PROVIDED AND THE PAYMENTS TO BE MADE HEREUNDER,
CONSULTANT AND THE COMPANY EACH SHALL EXECUTE AND DELIVER TO EACH OTHER A MUTUAL
RELEASE, IN THE FORM ATTACHED HERETO.
IN THE EVENT THAT CONSULTANT REVOKES THE
MUTUAL RELEASE BEFORE THE REVOCATION EXPIRATION DATE, AS PERMITTED THEREIN, THIS
AGREEMENT SHALL BECOME NULL AND VOID.
20.
ENTIRE AGREEMENT.
THIS AGREEMENT, TOGETHER
WITH THE GENERAL RELEASE EXECUTED BY CONSULTANT, EMBODIES THE COMPLETE AGREEMENT
OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ANY
PRIOR WRITTEN, OR PRIOR AND CONTEMPORANEOUS ORAL UNDERSTANDINGS OR AGREEMENTS
BETWEEN THE PARTIES THAT ARE RELATED IN ANY WAY TO THE SUBJECT MATTER HEREOF.
THIS AGREEMENT MAY BE AMENDED ONLY IN WRITING EXECUTED BY THE COMPANY AND
CONSULTANT.
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IN WITNESS WHEREOF, Consultant and the Company have each placed their signatures
as of May 25, 2005.
WADDELL & REED FINANCIAL, INC.
By:
/s/ Henry J. Herrmann
Name:
Henry J. Herrmann
Title:
President
CONSULTANT
/s/ Keith A. Tucker
Keith A. Tucker
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