This excerpt taken from the WDR 8-K filed May 27, 2005.
This Consulting Agreement (this Agreement) is made to be effective as of May 25, 2005 (the Effective Date) by and between Waddell & Reed Financial, Inc., a Delaware corporation (the Company), and Keith A. Tucker (Consultant).
WHEREAS, Consultant has served as a Chief Executive Officer and as Chairman of the Board of Directors of the Company and has substantial knowledge and expertise concerning the business and affairs of the Company;
WHEREAS, Consultants employment with the Company terminated effective May 25, 2005;
WHEREAS, the Company desires to engage Consultant as an independent consultant to assist with the daily business and affairs of the Company and Consultant desires to provide such consulting services to the Company and its Affiliates;
NOW, THEREFORE, in consideration of the agreements set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the Company and the Consultant agree as follows:
1. Consulting Services.
(a) The Company hereby engages Consultant, and Consultant hereby agrees to be engaged by the Company, as an independent business consultant on the terms set forth herein. Consultant will provide the Company and its Affiliates (as defined below) with managerial and advisory services, including, without limitation, managerial and advisory services in the mutual fund, mutual fund underwriting and distribution and investment advisor financial planning areas (collectively, the Services). Consultant shall provide Services only at the request and under the direction of the Companys board of directors. Consultant will provide the Services at mutually agreeable times and at mutually agreed locations; provided, however, that in no event shall Consultant be required to provide Services in excess of (i) an aggregate of 325 hours during the first year of the term of this Agreement, (ii) an aggregate of 250 hours during the second year of the term of this Agreement, and (iii) an aggregate of 200 hours during each following year during the term of this Agreement. In the event that the Consultants cooperation is requested pursuant to Section 8 of this Agreement, then each hour that the Consultant spends cooperating pursuant to Section 8 shall reduce the aggregate number of hours that Consultant is required to provide Services for the year in which the cooperation is requested; provided, however, that Consultants obligations under Section 8 of this Agreement are not limited by the aggregate limits on hours for the Services set forth in this Section 1, nor shall there be any additional payments for cooperation pursuant to Section 8 of this Agreement. As used herein, Affiliates means any other person or entity controlling, controlled by or under common control with the Company.
(b) Consultant may accept engagements by or employment with a third party during the term of this Agreement as long as Consultant continues to provide