EMPLOYMENT AGREEMENT

           This Employment Agreement is made as of this 18th day of  July, 2008  between Nicholas F. Galluccio (the "Executive") and Teton Advisors, Inc. (the "Company").

           The Company desires to employ the Executive and the Executive desires to accept such employment on the terms and conditions set forth herein.

           In consideration of the promises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, each intending to be legally bound hereby, agree as follows:

           The Company hires and employs the Executive, and the Executive agrees to work for the Company, under the terms and conditions set forth herein.  The Executive will begin employment with the Company on the date first set forth above (the "Effective Date").

                      3.1           As compensation for the services rendered hereunder, the Executive will be paid an annual draw of   Two Hundred Fifty Thousand Dollars ($250,000), less applicable payroll and withholding tax deductions, payable monthly in equal installments and prorated for the period of actual employment, against his incentive compensation determined in accordance with Section 3.3 below ("Annual Draw").

                      3.2           For clarification, within each calendar year, if the amount owed to the Executive pursuant to Section 3.3 for any month is less than the installment of his Annual Draw for such month, such difference will be used to offset any other amounts owed to him pursuant to such Section for any other month which exceed the installment of his Annual Draw for such month; provided, however, that after each calendar year -end no debit balance will be carried forward against his Annual Draw or other compensation for the following years.

                      3.3           In calculating his compensation for the services rendered hereunder, the Executive shall receive incentive compensation, less applicable payroll and withholding tax deductions, payable monthly in equal installments, as follows:

                      3.4           For the sales of those share classes of the GAMCO Westwood Funds that carry a 12b-1 fees  and other mutual funds which may be managed by the Company from time to time (the “Westwood Funds”), Executive will be compensated at forty percent (40%) of the 12b-1 fees (provided that the Executive holds appropriate securities licenses and registrations with a distributor of the GAMCO Westwood Funds) typically paid to distributors of the Westwood Funds for such accounts.

          3.5    As further incentive compensation, the Executive will receive twenty percent (20%) ownership of the Company, on a fully diluted basis, in the form of a restricted stock award of Class A Common Shares (the “Galluccio Shares”) as of the date on which the Company’s securities are distributed to GAMCO Investors, Inc. (“GAMCO”) shareholders.  The Executive shall vest in thirty percent (30%) of the Galluccio Shares on the third anniversary of the Effective Date and the balance of the Galluccio Shares on the fifth anniversary of the Effective Date.  In the event of a change of control of the Company (as defined below) however, said vesting shall be accelerated and the Executive shall vest in all the Galluccio Shares no later than immediately prior to the change of control being consummated ¹ .  Accelerated vesting shall also occur as provided in Section 4.3 of this Agreement.    Additional terms and conditions of the Galluccio Shares will be set forth in a Restricted Stock Award Agreement between the Company and the Executive, as approved by the Board.

1  For purposes of this Section, Change of Control shall be deemed to have occurred in the event that the Board of Directors of the Company in its sole discretion determines that a change in control has occurred for the purposes of  the restricted stock plan.   

           3.6    Any and all rights to receive compensation payments, including incentive compensation, shall not survive the term of the Executive's employment except as specifically set forth in Section 4 of this Employment Agreement.

          4.1    The term of this Employment Agreement commences on the Effective Date and continues through the date that is five (5) years after the Effective Date (the "Anniversary Date"), unless extended or terminated pursuant to this Section 4.

           4.3    In the event that the Company terminates the Executive's employment on or prior to the Anniversary Date without cause, other than due to disability or incapacity, the Executive shall be entitled to receive through the Anniversary Date, monthly installments of his Annual Draw, if any, as set forth in and payable in accordance with the provisions of Section 3.1 and any and all incentive compensation as set forth in Section 3.3 and 3.4 earned and accrued through the date of termination.  The Executive shall also immediately vest in twenty percent (20%) of the Galluccio Shares if the termination (other than for cause) occurs prior to the third anniversary of the Effective Date or twenty percent (20%) of the unvested portion of the Galluccio Shares, if such termination occurs subsequent to the third anniversary of the Effective Date.  Otherwise, the Company shall have no further obligations and the Executive shall have no further rights hereunder.

                 4.4    In the event that the Company terminates the Executive's employment for cause, the Executive shall be entitled to receive his compensation received through the date of such termination.  Otherwise, the Company shall have no further obligations and the Executive shall have no further rights hereunder, other than with respect to the Galluccio Shares, if any.

                        4.5           After the Anniversary Date, unless the Executive and the Company agree in writing to extend the term of this Employment Agreement, the Executive's employment will be "at-will" and either the Executive or the Company may terminate such employment for any reason, and neither party will be required to give cause for termination to the other.  If the Company terminates the Executive's employment after the Anniversary Date, with or without Cause, it will pay the Executive his compensation earned and accrued through the date of his termination.  Otherwise, the Company shall have no further obligations and the Executive shall have no further rights hereunder.

                        4.6  &nbs