SECOND AMENDMENT TO THE CHANGE IN CONTROL
This Second Amendment to the Change in Control Employment Agreement (Second
Amendment) is made and entered into this 17th day of December, 2009 by and between Waddell &
Reed Financial, Inc., a Delaware corporation (the Company), and Henry J.
WHEREAS, the Company and Executive are parties to a certain Change
in Control Employment Agreement dated as of December 14, 2001 and amended
on December 17, 2009 (the Agreement);
WHEREAS, the Company and Executive have agreed to make
certain modifications to the Agreement to ensure that amounts payable under the
Companys annual incentive plan will continue to constitute performance-based
compensation within the meaning of section 162(m)(4)(C) of the Internal
Revenue Code of 1986, as amended; and
WHEREAS, any capitalized term used herein, and not otherwise
defined herein, shall have the meaning set forth in the Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants set forth below, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
1. Section 6(b) of the Agreement
is hereby amended in its entirety to read as follows:
(b) an amount equal to the product obtained by multiplying
(i) the highest annual cash bonus paid to you in the three year period
ending on the date of your Involuntary Termination, by (ii) a fraction,
the numerator of which is the number of days in the calendar year of your
Involuntary Termination preceding and including the date of your Involuntary
Termination and the denominator of which is the number of days in the calendar
year of your Involuntary Termination.
2. Except as provided in this Second
Amendment the Agreement will continue to read in its current state.