Exhibit 10.26
FIRST AMENDMENT TO THE CHANGE
IN CONTROL
EMPLOYMENT
AGREEMENT
This Amendment to the Change in
Control Employment Agreement (the "Amendment") is made and entered
into this 17 th
day of December, 2008 by and
between Waddell & Reed Financial, Inc., a Delaware
corporation (the "Company"), and Henry J. Herrmann (the
"Executive").
WITNESSETH
:
WHEREAS , the Company and the Executive are parties to a
certain Change in Control Employment Agreement dated as of
December 14, 2001, (the "Agreement"); and
WHEREAS , the Company and the Executive have agreed to
make certain modifications to the Agreement to comply with the
provisions of section 409A of the Internal Revenue Code of 1986, as
amended (the "Code").
NOW, THEREFORE
, in consideration of the premises
and the mutual covenants set forth below, to avoid adverse tax
consequences under section 409A of the Code 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(f) of the
Agreement is hereby amended in its entirety to read as
follows:
(f)
the Company shall, at its sole expense as incurred, provide you
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