Associated Capital Group, Inc. Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 21st, 2015 • Associated Capital Group, Inc. • Security brokers, dealers & flotation companies • Delaware

This Indemnification Agreement (“Agreement”) is made as of , 2015 by and between Associated Capital Group, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.

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TAX INDEMNITY AND SHARING AGREEMENT BETWEEN ASSOCIATED CAPITAL GROUP, INC. AND GAMCO INVESTORS, INC. Dated as of November 30, 2015
Tax Indemnity and Sharing Agreement • December 4th, 2015 • Associated Capital Group, Inc. • Security brokers, dealers & flotation companies • New York

THIS TAX INDEMNITY AND SHARING AGREEMENT (the “Agreement”) is dated as of November 30, 2015 by and between GAMCO Investors, Inc., a Delaware corporation (“GAMCO”), and Associated Capital Group, Inc., a Delaware corporation and a wholly-owned subsidiary of GAMCO (“ACG”). ACG and GAMCO are the “Parties.” Unless otherwise indicated, all “Section” references in this Agreement are to sections of the Agreement.

EMPLOYMENT AGREEMENT
Employment Agreement • December 4th, 2015 • Associated Capital Group, Inc. • Security brokers, dealers & flotation companies • New York

THIS AGREEMENT made this 30th day of November, 2015 (the “Effective Date”) by and between Associated Capital Group, Inc. (the “Company”), a Delaware corporation, and Mario J. Gabelli (the “Executive”).

SERVICE MARK AND NAME LICENSE AGREEMENT
Service Mark and Name License Agreement • December 4th, 2015 • Associated Capital Group, Inc. • Security brokers, dealers & flotation companies • New York

THIS SERVICE MARK AND NAME LICENSE AGREEMENT, effective as of the 30th day of November, 2015 (“Effective Date”), is by and between GAMCO Investors, Inc., a corporation organized under the laws of Delaware (“GAMCO” or “Licensor”) and Associated Capital Group, Inc., a corporation organized under the laws of Delaware (“ACG” or “Licensee”, and together with GAMCO, “Parties”, or each individually, a “Party”).

TRANSITIONAL ADMINISTRATIVE AND MANAGEMENT SERVICES AGREEMENT
Transitional Administrative and Management Services Agreement • October 21st, 2015 • Associated Capital Group, Inc. • Security brokers, dealers & flotation companies • New York

THIS TRANSITIONAL ADMINISTRATIVE AND MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is dated as of , 2015, between GAMCO Investors, Inc., a Delaware corporation (“GAMCO”), and Associated Capital Group, Inc., a Delaware corporation (“ACG”, and together with GAMCO, “Parties”, or each individually, a “Party”).

SEPARATION AND DISTRIBUTION AGREEMENT
Separation and Distribution Agreement • October 21st, 2015 • Associated Capital Group, Inc. • Security brokers, dealers & flotation companies • New York

This Separation and Distribution Agreement (this “Agreement”) is dated as of the day of November, 2015, between GAMCO Investors, Inc., a Delaware Corporation (“GAMCO”) and Associated Capital Group, Inc., a Delaware corporation and, as of the date of this Agreement, a wholly owned subsidiary of GAMCO (“ACG”). As used herein, GAMCO on the one hand, and ACG, on the other hand, are sometimes referred to individually as a “Party”, or together, as “Parties”.

NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • August 5th, 2016 • Associated Capital Group, Inc. • Security brokers, dealers & flotation companies • Delaware

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) made this __ day of _________, 20__, between Associated Capital Group, Inc., a New York corporation (the “Company”), and ____________ (the “Grantee”).

REGISTRATION RIGHTS AGREEMENT BY AND AMONG ASSOCIATED CAPITAL GROUP, INC. AND THE GABELLI AFFILIATES
Registration Rights Agreement • October 21st, 2015 • Associated Capital Group, Inc. • Security brokers, dealers & flotation companies • New York
ASSOCIATED CAPITAL GROUP, INC. STOCK AWARD AND INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • August 5th, 2016 • Associated Capital Group, Inc. • Security brokers, dealers & flotation companies • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT, (this “Agreement”), effective as of _________, 20__ (the “Grant Date”), is made by and between Associated Capital Group, Inc., a Delaware corporation (the “Company”), and ______________ (the “Grantee”).

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