GAMCO INVESTORS, INC. STOCK AWARD AND INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT
Exhibit 10.1
GAMCO
INVESTORS, INC.
STOCK
AWARD AND INCENTIVE PLAN
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:
______________________
______________________________
