exhibit10-1_121307.htm


    
Exhibit
      10.1

     

    GAMCO
      INVESTORS, INC.

    STOCK
      AWARD AND INCENTIVE PLAN

    RESTRICTED
      STOCK AWARD AGREEMENT

    


    THIS
      RESTRICTED STOCK AWARD AGREEMENT, (the "Agreement"), dated as of December 7,
      2007 (the "Grant Date"), is made by and between GAMCO Investors, Inc., a New
      York corporation (the "Company"), and [___________] (the
      "Grantee").

    


    WHEREAS,
      the Company was formerly known as Gabelli Asset Management, Inc.;

    


    WHEREAS,
      the Company adopted the Gabelli Asset Management, Inc. 2002 Stock Award and
      Incentive Plan, pursuant to which the Company may grant shares of Stock which
      are subject to forfeiture and restricted as to transfer (shares so restricted
      hereinafter referred to as "Restricted Stock");

    


    WHEREAS,
      the Company changed its name from Gabelli Asset Management, Inc. to GAMCO
      Investors, Inc.;

    


    WHEREAS,
      the Company's Board of Directors resolved to change the name of the Gabelli
      Asset Management, Inc. 2002 Stock Award and Incentive Plan to the GAMCO
      Investors, Inc. Stock Award and Incentive Plan (the "Plan");

    


    WHEREAS,
      the Company desires to grant to the Grantee the number of shares of Restricted
      Stock provided for herein;

    


    NOW,
      THEREFORE, in consideration of the recitals and the mutual agreements herein
      contained, the parties hereto agree as follows:

    


    Section
      1.                      Grant
      of Restricted Stock Award

    


    (a)           Grant
      of Restricted Stock.  The Company hereby grants to the Grantee
      [______] shares of Restricted Stock on the terms and conditions set forth in
      this Agreement and as otherwise provided in the Plan.

    


    (b)           Incorporation
      of Plan.  The provisions of the Plan are hereby incorporated
      herein by reference.  Except as otherwise expressly set forth herein,
      this Agreement shall be construed in accordance with the provisions of the
      Plan
      and any capitalized terms not otherwise defined in this Agreement shall have
      the
      definitions set forth in the Plan.  The Committee shall have final
      authority to interpret and construe the Plan and this Agreement and to make
      any
      and all determinations thereunder, and its decision shall be binding and
      conclusive upon the Grantee and his/her legal representative in respect of
      any
      questions arising under the Plan or this Agreement.

    


    Section
      2.                      Terms
      and Conditions of Award

    


    The
      grant
      of Restricted Stock provided in Section 1(a) shall be subject to the following
      terms, conditions and restrictions:

    


    (a)           Ownership
      of Shares. Subject to the restrictions set forth in the Plan and in this
      Agreement, the Grantee shall possess all incidents of ownership of the
      Restricted Stock granted hereunder, including the right to receive dividends
      with respect to such Stock and the right to vote such Stock.

    


    (b)           Payment
      of Dividends.  The Grantee shall be entitled to accumulate
      dividends which become payable on the Restricted Stock.  At the time
      such dividends become payable, the Committee shall determine whether such
      dividends shall be payable in cash or in notes having a Fair Market Value equal
      to the amount of such dividends.  The unpaid dividends will be held by
      the Company.  No interest or profit participation shall accrue on
      dividends held by the Company in its accounts on behalf of the Grantee. The
      dividends will be paid pro rata upon vesting of the Restricted
      Stock.  If the Company or the Grantee terminates the Grantee's
      employment for any reason prior to vesting of the Award, then the Award and
      associated unpaid dividends shall be forfeited.  In addition, tax
      rates on dividend income may be different at the time of receipt and the time
      of
      accrual.  Notwithstanding the foregoing, distributions or dividends
      (however characterized for legal or other purposes), if any, related to any
      reorganization structured as a distribution or dividend to shareholders,
      including shares that may be received in connection with the planned tax-free
      distribution by the Company of its shares of Gabelli Advisers, Inc. (to be
      renamed Teton Advisors, Inc.), will not accumulate for the benefit of the
      Grantee and will not be paid to the Grantee.

    


    (c)           Restrictions.  Restricted
      Stock and any interest therein may not be sold, assigned, transferred, pledged,
      hypothecated or otherwise disposed of, except by will or the laws of descent
      and
      distribution, prior to the lapse of restrictions set forth in this Agreement
      applicable thereto, as set forth in Section 2(e).  The Committee may,
      in its discretion, cancel all or any portion of any outstanding restrictions
      prior to the expiration of the periods provided under Section 2(e).

    


    (d)           Certificate;
      Restrictive Legend.  The Grantee agrees that any certificate
      issued for Restricted Stock prior to the lapse of any outstanding restrictions
      relating thereto shall be inscribed with the following legend:

    


    This
      certificate and the shares of stock represented hereby are subject to the terms
      and conditions, including forfeiture provisions and restrictions against
      transfer (the "Restrictions"), contained in the GAMCO Investors, Inc. Stock
      Award and Incentive Plan and an agreement entered into between the registered
      owner and GAMCO Investors, Inc.  Any attempt to dispose of these
      shares in contravention of the Restrictions, including by way of sale,
      assignment, transfer, pledge, hypothecation or otherwise, shall be null and
      void
      and without effect.

    


    (e)           Lapse
      of Restrictions.  Except as may otherwise be provided herein, the
      restrictions on transfer set forth in Section 2(c) shall lapse as
      follows:

    


    With
      respect to thirty percent (30%) of the shares of Restricted Stock subject to
      this Restricted Stock Award, on the third anniversary of the Grant Date, so
      long
      as the Grantee is employed by or providing services to the Company or its
      subsidiaries as of such date; and

    


    With
      respect to seventy percent (70%) of the shares of Restricted Stock subject
      to
      this Restricted Stock Award, on the fifth anniversary of the Grant Date, so
      long
      as the Grantee is employed by or providing services to the Company or its
      subsidiaries as of such date.

    


    Upon
      each
      lapse of restrictions relating to Restricted Stock, the Company shall issue
      to
      the Grantee or the Grantee's personal representative a stock certificate
      representing a number of shares of Stock, free of the restrictive legend
      described in Section 2(d), equal to the number of shares subject to this
      Restricted Stock Award with respect to which such restrictions have
      lapsed.  If certificates representing such Restricted Stock shall have
      theretofore been delivered to the Grantee, such certificates shall be returned
      to the Company, complete with any necessary signatures or instruments of
      transfer prior to the issuance by the Company of such unlegended shares of
      Stock.

    


    (f)           Termination
      of Employment.  In the event that the Grantee's service with the
      Company and its subsidiaries is terminated prior to the lapsing of restrictions
      with respect to any portion of the Restricted Stock granted hereunder, such
      portion of the Restricted Stock held by the Grantee shall be immediately
      forfeited.

     

    Restricted
      Stock forfeited pursuant to this Section 2(f) shall be
      transferred to, and reacquired by, the Company without payment of any
      consideration by the Company, and neither the Grantee nor any of the Grantee's
      successors, heirs, assigns, personal representatives or other transferees shall
      thereafter have any further rights or interests in such shares or
      certificates.  If certificates containing restrictive legends shall
      have theretofore been delivered to the Grantee (or his/her legatees, personal
      representative or other transferee), such certificates shall be returned to
      the
      Company, complete with any necessary signatures or instruments of
      transfer.

    


    (g)           Income
      Taxes.  The Grantee shall pay to the Company promptly upon
      request, and in any event at the time the Grantee recognizes taxable income
      in
      respect of the Restricted Stock (or, if the Grantee makes an election under
      Section 83(b) of the Code, in connection with such grant), an amount equal
      to
      the taxes the Company determines it is required to withhold under applicable
      tax
      laws with respect to the Restricted Stock.  Such payment shall be made
      in the form of cash, shares of Stock already owned by the Grantee, shares of
      Stock otherwise issuable upon the lapse of restrictions, or in a combination
      of
      such methods.  The Grantee shall promptly notify the Company of any
      election made pursuant to Section 83(b) of the Code.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section
      3.                      Miscellaneous

    


    (a)           Notices.  Any
      and all notices, designations, consents, offers, acceptances and any other
      communications provided for herein shall be given in writing and shall be
      delivered either personally or by registered or certified mail, postage prepaid,
      which shall be addressed, in the case of the Company to the General Counsel
      at
      the principal office of the Company and, in the case of the Grantee, to
      Grantee's address appearing on the books of the Company or to the Grantee's
      residence or to such other address as may be designated in writing by the
      Grantee.

    


    (b)           No
      Right to Continued Employment.  Nothing in the Plan or in this
      Agreement shall confer upon the Grantee any right to continue in the employ
      of
      or to continue as an independent contractor of the Company or any subsidiary
      or
      shall interfere with or restrict in any way the right of the Company, which
      is
      hereby expressly reserved, to remove, terminate or discharge the Grantee at
      any
      time for any reason whatsoever, with or without Cause.

    


    (c)           Bound
      by Plan.  By signing this Agreement, the Grantee acknowledges
      that he/she has received a copy of the Plan and has had an opportunity to review
      the Plan and agrees to be bound by all the terms and provisions of the
      Plan.

    


    (d)           Successors.  The
      terms of this Agreement shall be binding upon and inure to the benefit of the
      Company, its successors and assigns, and of the Grantee and the beneficiaries,
      executors, administrators, heirs and successors of the Grantee.

    


    (e)           Invalid
      Provision.  The invalidity or unenforceability of any particular
      provision thereof shall not affect the other provisions hereof, and this
      Agreement shall be construed in all respects as if such invalid or unenforceable
      provision had been omitted.

    


    (f)           Modifications.
      No change, modification or waiver of any provision of this Agreement shall
      be valid unless the same be in writing and signed by the parties
      hereto.

    


    (g)           Entire
      Agreement.  This Agreement and the Plan contain the entire
      agreement and understanding of the parties hereto with respect to the subject
      matter contained herein and therein and supersede all prior communications,
      representations and negotiations in respect thereto.

    


    (h)           Governing
      Law.  This Agreement and the rights of the Grantee hereunder
      shall be construed and determined in accordance with the laws of the State
      of
      New York.

    


    (i)           Headings.
      The headings of the Sections hereof are provided for convenience only
      and
      are not to serve as a basis for interpretation or construction, and shall not
      constitute a part, of this Agreement.

    


    (j)           Counterparts.  This
      Agreement may be executed in counterparts, each of which shall be deemed an
      original, but all of which together shall constitute one and the same
      instrument.

    


    


    IN
      WITNESS WHEREOF, this Agreement has been executed and delivered by the parties
      hereto as of the 7th day of December, 2007.

    


    GAMCO
      INVESTORS, INC.

    


    


    By:
      __________________________

    Its:  President
      and COO

    


     [GRANTEE]

    


    Signature:
      _____________________

    


    Printed
      Name: __________________

    


    Address:
      ______________________

    ______________________________