Original GBL Prospectus - Gabelli

Transferability
Except as otherwise determined by the Committee, awards granted under the Plan may not be transferred
other than by will, or by the laws of descent and distribution, or if permitted under Rule 16b-3, pursuant to a
qualiÑed domestic relation order.
Amendment and Termination
The Plan may, at any time and from time to time, be altered, amended, suspended or terminated by the
Board of Directors, in whole or in part, except that no amendment that requires shareholder approval in order
for the Plan to avoid the application of Section 162(m) for federal income tax purposes, or for the Plan to
comply with state law, stock exchange requirements or other applicable law will be eÅective (except as
otherwise determined by the Committee) unless such amendment has received the requisite approval of
shareholders. In addition, no amendment may be made which adversely aÅects any of the rights of a
participant under any Award theretofore granted, without such participant's consent.
Outstanding Awards
EÅective with the OÅering, the Board of Directors of the Company will grant to certain employees
(excluding Mr. Gabelli) stock options to acquire approximately 1,200,000 shares of Class A Common Stock
at an exercise price equal to the public oÅering price of the Class A Common Stock (net of the discount
payable to the Underwriters). These stock options will vest three years from the date of consummation of the
OÅering.
Annual Performance Incentive Plan
The Company has adopted the Gabelli Asset Management Inc. 1999 Annual Performance Incentive Plan
(the ""Annual Plan''), pursuant to which executive oÇcers and professional staÅ members of the Company
and its subsidiaries will be eligible to receive annual incentive bonuses. The Annual Plan will be administered
by the Compensation Committee or a subcommittee thereof. The Annual Plan will be eÅective for 1999 and
each of calendar years 2000, 2001 and 2002, after which time the Plan will terminate, unless extended or
terminated earlier by the Board of Directors of the Company. Non-Employee Directors will not be eligible for
awards under the Annual Plan.
Each year the Company will establish target incentive bonuses for participants in the Annual Plan.
Bonuses will be payable under the Annual Plan for a year if the Company meets the performance criteria for
such year selected for a participant or group of participants by the compensation committee or such
subcommittee, which performance criteria may include, without limitation: (i) earnings per share growth;
(ii) revenue growth; (iii) growth in assets under management; (iv) increase in consolidated net income;
(v) return on equity; and (vi) controlling operating expenses. The actual bonus payable to a participant, which
may equal, exceed or be less than the target bonus, will be determined based on whether the applicable
performance targets are met, exceeded or not met, and may be decreased or increased based on individual
performance and contributions, or such other factors as the Compensation Committee or such subcommittee
may deem appropriate. Bonuses payable under the Annual Plan are not subject to any predetermined
limitations.
In addition, notwithstanding the foregoing, the Compensation Committee or such subcommittee will
have the right, in its discretion, to pay to any participant an annual bonus based on individual performance or
any other criteria that the Compensation Committee deems appropriate and, in connection with the hiring of
any person or otherwise, the Compensation Committee may provide for a minimum bonus amount in any
calendar year, regardless of whether performance objectives are attained.
Any such bonuses will be payable as soon as practicable after the Compensation Committee certiÑes that
the applicable performance criteria have been obtained, or, in the case of bonuses that are not tied to such
performance criteria, at such time as the Compensation Committee determines.
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