AGREEMENT AND PLAN OF MERGER by and among WADDELL & REED FINANCIAL, INC., MACQUARIE MANAGEMENT HOLDINGS, INC., MERRY MERGER SUB, INC., and (solely for purposes of Section 9.15) MACQUARIE FINANCIAL HOLDINGS PTY LTD dated as of December 2, 2020Agreement and Plan of Merger • December 4th, 2020 • Waddell & Reed Financial Inc • Security brokers, dealers & flotation companies
This AGREEMENT AND PLAN OF MERGER, dated as of December 2, 2020 (this “Agreement”), is entered into by and among Macquarie Management Holdings, Inc., a Delaware corporation (“Parent”); Merry Merger Sub, Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub”); Waddell & Reed Financial, Inc., a Delaware corporation (the “Company”); and (solely for purposes of Section 9.15) Macquarie Financial Holdings Pty Ltd, an Australian proprietary company formed under the Laws of the Commonwealth of Australia (“Parent Guarantor”).
Change of Control Retention and Severance AgreementRetention and Severance Agreement • December 4th, 2020 • Waddell & Reed Financial Inc • Security brokers, dealers & flotation companies • Kansas
This Change of Control Retention and Severance Agreement (this “Agreement”), effective December __, 2020 (the “Effective Date”), is made by and between Waddell & Reed Financial, Inc., a Delaware corporation (the “Company”), and [Executive] (the “Executive”). This Agreement is entered into in connection with the Company’s entry into that certain Agreement and Plan of Merger by and among the Company, Macquarie Management Holdings, Inc., a Delaware corporation (“Buyer”), Merry Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Buyer, and Macquarie Financial Holdings Pty Ltd, an Australian proprietary company formed under the laws of the Commonwealth of Australia (solely to the extent set forth therein) (the “Merger Agreement”, and the transactions contemplated therein, the “Merger”).
