##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K/A
 (Amendment No. 1)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended: December 31, 2010
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File Number: 000-51003
 Calamos Asset Management, Inc.
 (Exact name of Registrant as specified in its charter)
 Delaware
    
    32-0122554(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)2020 Calamos Court,
    
    60563Naperville, Illinois
    
    (Zip Code)(Address of principal executive offices)
 Registrants telephone number, including area code:
630-245-7200
 Securities registered pursuant to Section 12(b) of the Act:
 Title of each class
    
    Name of each exchange on which registeredClass A Common Stock, $0.01 par value
    
    The NASDAQ Stock Market LLC
 Securities registered pursuant to Section 12(g) of the Act:
None
 o þ
 o þ
 þ o
 o o
 þ
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
   Documents incorporated by reference:




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EXPLANATORY NOTE




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##### 



TABLE OF CONTENTS
 PagePART III
    
    
    1Item 10. Directors, Executive Officers and Corporate Governance
    
    
    1Item 11. Executive Compensation
    
    
    5Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
    
    
    20Item 13. Certain Relationships and Related Transactions, and Director
Independence
    
    
    21Item 14. Principal Accountant Fees and Services
    
    
    24PART IV
    
    
    25Item 15. Exhibits and Financial Statement Schedules
    
    
    25SIGNATURES
    
    
    28EX-31.1EX-31.2
  i




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PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
 DIRECTORS AND EXECUTIVE OFFICERS
 Executive Management
    
    DirectorsJohn P. Calamos, Sr.
    
    John P. Calamos, Sr.Chairman, Chief Executive Officer
    
    Chairman, Chief Executive Officerand Co-Chief Investment Officer
    
    and Co-Chief Investment OfficerNick P. Calamos
    
    Nick P. CalamosPresident of Investments
    
    President of Investmentsand Co-Chief Investment Officer
    
    and Co-Chief Investment OfficerJames J. Boyne
    
    G. Bradford BulkleyPresident of Distribution
    
    Founderand Operations
    
    Bulkley Capital, L.P.Gary J. Felsten
    
    Mitchell S. FeigerSenior Vice President
    
    President and Chief Executive Officerand Director of Human Resources
    
    MB Financial, Inc.Cristina Wasiak
    
    Richard W. GilbertSenior Vice President
    
    Presidentand Chief Financial Officer
    
    Gilbert Communications, Inc.Randall T. Zipfel
    
    Arthur L. KnightSenior Vice President
    
    Private Investor and Business Consultantand Chief Operating Officer 
    
    Former President and Chief ExecutiveInvestments and IT
    
    Officer Morgan Products, Ltd.
  John P. Calamos, Sr.
  Nick P. Calamos
 1




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G. Bradford Bulkley
  Mitchell S. Feiger
  Richard W. Gilbert
 2




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Arthur L. Knight
   James J. Boyne
 Gary J. Felsten
 Cristina Wasiak
 Randall T. Zipfel
 3




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##### Table of Contents



Director Independence
  Audit Committee Membership and Independence
  
    
    the quality and integrity of financial statements and related disclosure and systems
of internal controls;
 
    
    the independent auditors qualifications and independence;
 
    
    the performance of the internal audit function; and
 
    
    compliance with legal and regulatory requirements.
   Section 16(a) Beneficial Ownership Reporting Compliance
  4




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Code of Business Conduct and Ethics
  
 Item 11. Executive Compensation
 DIRECTOR COMPENSATION
  Fees Earned or
    
    Stock
    
    Option
    
    All OtherPaid in Cash
    
    Awards(1)(2)
    
    Awards
    
    Compensation
    
    TotalName
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)G. Bradford Bulkley
    
    
    94,125
    
    
    
    48,001
    
    
    
    
    
    
    
    
    
    
    
    142,126Mitchell S. Feiger
    
    
    84,750
    
    
    
    48,001
    
    
    
    
    
    
    
    
    
    
    
    132,751Richard W. Gilbert
    
    
    106,875
    
    
    
    48,001
    
    
    
    
    
    
    
    
    
    
    
    154,876Arthur L. Knight
    
    
    111,057
    
    
    
    48,001
    
    
    
    
    
    
    
    
    
    
    
    159,058
 
 (1)
    
    Represents the aggregate grant date fair value, computed in accordance with Financial
Accounting Standards Board (FASB) ASC Topic 718. Assumptions used in the calculation of these
amounts are set forth in footnote 12 to the companys audited financial statements for the
fiscal year ended December 31, 2010 which are included in the companys Annual Report on Form
10-K filed with the SEC on March 4, 2011.(2)
    
    On February 24, 2010, each non-employee director received 3,721 restricted stock units (RSUs)
that will vest at the rate of
331/3% per year for Messrs. Bulkley and Feiger, beginning February
24, 2014. Mr. Gilberts RSUs will vest 100% on June 4,
2012. Mr. Knights RSUs will vest 100%
on August 14, 2012. G. Bradford Bulkley, Mitchell S. Feiger, Richard W. Gilbert and Arthur L.
Knight held an aggregate of 15,153, 13,917, 15,153 and 14,670 RSUs, respectively, as of
December 31, 2010.  5




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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
   COMPENSATION COMMITTEE REPORT
  
 (Chairman)
  COMPENSATION DISCUSSION AND ANALYSIS
   6




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Overview
   What are the objectives of the companys executive compensation program?
  
    
    attract and retain top-tier talent within the investment management industry;
 
    
    link total compensation to individual, team and company performance; and
 
    
    align executives interests with the companys stockholders.
 What is the companys executive compensation program designed to reward?
   Who is responsible for administering the companys executive compensation program?
  What process has the committee followed to implement the executive compensation program?
  7




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Affiliated Managers Group
    
    Federated Investors, Inc.Alliance Bernstein L.P.
    
    Franklin Resources, Inc.Bank of NY Mellon
    
    GAMCO Investors, Inc.Black Rock, Inc.
    
    Invesco Ltd.Cohen & Steers, Inc.
    
    Janus Capital Group, Inc.Eaton Vance Corp.
    
    T. Rowe Price Group, Inc.Virtus Investment Partners, Inc.
   What other information does the committee consider when making executive compensation decisions?
  What are the individual components of the executive compensation program and why does the company
choose to pay them? How are the amounts for each component of executive compensation determined?
  8




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##### Table of Contents




    
    not to use or disclose any confidential information relating to our company;
 
    
    not to be involved in any investment management business other than ours or provide
any investment management services with or for any person, entity or organization other
than our company, except as may be permitted by a vote of our independent directors;
 
    
    except as required by law, not to use or refer to the Calamos name or the name of
any of our funds or accounts, or the investment performance of any of our funds or
accounts, in any public filing, advertising or marketing materials relating to any
product or service that competes with any of our products or services; and
 
    
    not to solicit any of our clients or solicit or retain any of our employees.
   Salary.
   9




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Short-Term Incentives.
  
    
    20%  distribution effectiveness, as measured by gross sales, redemption rates and
relative net sales;
 
    
    10%  portfolio performance, as measured by risk-adjusted performance of the
investment strategies managed by the company over a blended short- and long-term
measurement period;
 
    
    20%  income growth, as measured by the change in operating margin and operating
margin relative to the industry peer group;
 
    
    25%  long-term stockholder return relative to the industry peer group; and
 
    
    25%  management evaluation, based upon: product offerings, distribution,
leveraging top talent and execution and effectiveness of strategic initiatives.
   Long-Term Incentives.
 10




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##### Table of Contents



Restricted Stock Units.
 Stock Options.
 Retirement Benefits.
 Executive Perquisites.
 Severance and Change in Control Benefits.
 11




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What decisions were made with respect to 2010?
   12




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##### Table of Contents



Summary Compensation Table for 2010
  Non-EquityIncentiveStock
    
    Option
    
    Plan
    
    All OtherName and
    
    Fiscal
    
    
    
    
    
    
    
    
    
    Awards(1)
    
    Awards(1)
    
    Compen-
    
    Compen-Principal Position
    
    Year
    
    Salary ($)
    
    Bonus ($)
    
    ($)
    
    ($)
    
    sation ($)
    
    sation ($)
    
    Total ($)John P. Calamos,
    
    
    2010
    
    
    
    425,000
    
    
    
    
    
    
    
    1,150,005
    
    
    
    
    
    
    
    3,444,000
    
    
    
    199,561
    (2)
    
    
    5,218,566Sr., Chairman,
    
    
    2009
    
    
    
    250,000
    
    
    
    
    
    
    
    984,011
    
    
    
    
    
    
    
    1,920,276
    
    
    
    307,385
    
    
    
    3,461,672Chief Executive
    
    
    2008
    
    
    
    250,000
    
    
    
    
    
    
    
    1,148,018
    
    
    
    1,136,482
    
    
    
    1,920,276
    
    
    
    504,811
    
    
    
    4,959,586Officer and
Co-Chief
Investment
OfficerCristina Wasiak,(3)
    
    
    2010
    
    
    
    300,000
    
    
    
    
    
    
    
    180,003
    
    
    
    
    
    
    
    150,000
    
    
    
    32,890
    (4)
    
    
    662,893Senior Vice
    
    
    2009
    
    
    
    300,000
    
    
    
    400,000
    
    
    
    50,004
    
    
    
    
    
    
    
    120,000
    
    
    
    33,040
    
    
    
    903,044President, Chief
    
    
    2008
    
    
    
    241,655
    
    
    
    288,247
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    135
    
    
    
    530,037Financial OfficerNick P. Calamos,
    
    
    2010
    
    
    
    325,000
    
    
    
    
    
    
    
    800,009
    
    
    
    
    
    
    
    2,275,000
    
    
    
    87,932
    (5)
    
    
    3,487,942President of
    
    
    2009
    
    
    
    250,000
    
    
    
    
    
    
    
    682,501
    
    
    
    
    
    
    
    1,268,475
    
    
    
    66,100
    
    
    
    2,267,076Investments and
    
    
    2008
    
    
    
    250,000
    
    
    
    
    
    
    
    796,013
    
    
    
    788,014
    
    
    
    1,268,475
    
    
    
    41,061
    
    
    
    3,143,564Co-Chief Investment OfficerJames J. Boyne,(6)
    
    
    2010
    
    
    
    350,000
    
    
    
    
    
    
    
    500,009
    
    
    
    
    
    
    
    500,000
    
    
    
    38,394
    (8)
    
    
    1,388,403President of
    
    
    2009
    
    
    
    300,000
    
    
    
    
    
    
    
    100,008
    
    
    
    
    
    
    
    360,000
    
    
    
    33,448
    
    
    
    793,456Distribution and
    
    
    2008
    
    
    
    225,000
    
    
    
    228,484
    (7)
    
    
    125,008
    
    
    
    133,332
    
    
    
    131,847
    
    
    
    4,322
    
    
    
    847,993OperationsRandall T. Zipfel,
    
    
    2010
    
    
    
    330,000
    
    
    
    
    
    
    
    198,007
    
    
    
    
    
    
    
    288,750
    
    
    
    35,460
    (4)
    
    
    852,217Senior Vice
    
    
    2009
    
    
    
    330,000
    
    
    
    
    
    
    
    99,008
    
    
    
    
    
    
    
    247,500
    
    
    
    33,375
    
    
    
    709,883President, Chief
    
    
    2008
    
    
    
    330,000
    
    
    
    169,004
    (7)
    
    
    100,019
    
    
    
    99,014
    
    
    
    161,000
    
    
    
    23,875
    
    
    
    882,912Operating Officer-Investments
and Information Technology
 
 (1)
    
    Represents the aggregate grant date fair value, computed in accordance with FASB ASC Topic
718. The values for the awards from prior years were restated to reflect aggregate grant date
fair value. Assumptions used in the calculation of these amounts are set forth in footnote 12
to the companys audited financial statements for the fiscal year ended December 31, 2010
which are included in the companys Annual Report on Form 10-K filed with the SEC on March 4,
2011.(2)
    
    Includes, among other items, $14,036 for personal aircraft usage; $32,500 for 401(k) profit
sharing and matching contributions; $79,343 dividend equivalent payment for restricted stock
units; and $73,292 for reimbursement of taxes primarily in connection with personal aircraft
usage. For 2010, the value of personal aircraft usage reported is based on the standard
industry fare level (SIFL) valuation method. The SIFL tables published by the Internal
Revenue Service are used to determine the amount of compensation income that is imputed to the
executive for tax purposes for non-business use of corporate aircraft. On certain occasions,
an executives spouse or other family member may accompany the executive on a flight when such
person is invited to attend an event for business purposes. In cases where there is no
business travel associated with a flight, the entire SIFL valuation of aircraft costs incurred
by the company constitute a perquisite. For those occasions where an executives spouse or
other family member accompanies an executive on business travel, only incremental costs (i.e.,
the excess of the cost of the actual trip over the cost of a hypothetical trip 13




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without the personal usage) associated with such passengers are included. The company
provides executives with additional income to pay the taxes on the imputed income.(3)
    
    Employment commenced on April 7, 2008. As previously announced, Ms. Wasiak plans to depart
from the company effective April 30, 2011.(4)
    
    Includes, among other items, $32,500 for 401(k) profit sharing and matching contributions.(5)
    
    Includes, among other items, $32,500 for 401(k) profit sharing and matching contributions;
$51,263 dividend equivalent payment for restricted stock units; and $3,406 for reimbursement
of taxes primarily in connection with personal use of leased aircraft.(6)
    
    Employment commenced on April 1, 2008.(7)
    
    Reflects the value of special, retention-oriented restricted stock units awarded on February
13, 2009 in recognition of 2008 performance.(8)
    
    Includes, among other items, $32,500 for 401(k) profit sharing and matching contributions and
$1,699 for reimbursement of taxes primarily in connection with personal use of leased
aircraft. Grants of Plan-Based Awards for 2010
  All Other
    
    All OtherStock
    
    OptionAwards:
    
    Awards:
    
    Exercise or
    
    Grant DateEstimated Possible Payouts Under Non-
    
    Number of
    
    Number of
    
    Base Price
    
    Fair ValueEquity Incentive Plan Awards
    
    Shares of
    
    Securities
    
    of Option
    
    of Stock andMaximum
    
    Stock or
    
    Underlying
    
    Awards Per
    
    OptionName
    
    Grant Date
    
    Thresh ($)
    
    Target ($)
    
    ($)
    
    Units(1) (#)
    
    Options (#)
    
    Share ($)
    
    Awards(2) ($)John
P. Calamos Sr.
    
    
    02/09/10
    
    
    
    0
    
    
    
    4,920,000
    
    
    
    7,380,000
    
    
    
    90,766
    
    
    
    
    
    
    
    
    
    
    
    1,150,005Cristina Wasiak
    
    
    02/09/10
    
    
    
    0
    
    
    
    600,000
    
    
    
    600,000
    
    
    
    14,207
    
    
    
    
    
    
    
    
    
    
    
    180,003Nick P. Calamos
    
    
    02/09/10
    
    
    
    0
    
    
    
    3,250,000
    
    
    
    4,875,000
    
    
    
    63,142
    
    
    
    
    
    
    
    
    
    
    
    800,009James J. Boyne
    
    
    02/09/10
    
    
    
    0
    
    
    
    700,000
    
    
    
    700,000
    
    
    
    39,464
    
    
    
    
    
    
    
    
    
    
    
    500,009Randall T. Zipfel
    
    
    02/09/10
    
    
    
    0
    
    
    
    412,500
    
    
    
    412,500
    
    
    
    15,628
    
    
    
    
    
    
    
    
    
    
    
    198,007
 
 (1)
    
    Represents restricted stock unit awards, which vest in three equal annual installments
commencing February 9, 2014 (subject to continual employment, except in certain circumstances)
and acceleration upon a change in control.(2)
    
    Represents the aggregate grant date fair value, computed in accordance with FASB ASC Topic
718. Assumptions used in the calculation of these amounts are set forth in footnote 12 to the
companys audited financial statements for the fiscal year ended December 31, 2010 which are
included in the companys Annual Report on Form 10-K filed with the SEC on March 4, 2011. 14




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Outstanding Equity Awards at Year End 2010
  Option Awards
    
    Stock AwardsNumber of
    
    Number ofSecurities
    
    Securities
    
    
    
    
    
    
    
    
    
    Number of
    
    Market ValueUnderlying
    
    Underlying
    
    
    
    
    
    
    
    
    
    Shares or
    
    of Shares orUnexercised
    
    Unexercised
    
    Option
    
    Option
    
    Units of Stock
    
    Units of StockOptions
    
    Options
    
    Exercise
    
    Expiration
    
    That Have
    
    That HaveName
    
    Exercisable (#)
    
    Unexercisable (#)
    
    Price ($)
    
    Date
    

Not Vested (#)
    

Not
Vested(15)($)John P. Calamos, Sr.
    
    
    177,273
    
    
    
    
    
    
    
    18.00
    
    
    
    10/27/14
    
    
    
    
    
    
    
    75,000
    
    
    
    37,500
    (1)
    
    
    28.76
    
    
    
    02/14/15
    
    
    
    12,500
    (5)
    
    
    175,00044,454
    
    
    
    88,908
    (2)
    
    
    35.43
    
    
    
    02/14/16
    
    
    
    29,636
    (6)
    
    
    414,904
    
    
    
    168,603
    (3)
    
    
    27.58
    
    
    
    02/14/17
    
    
    
    56,201
    (7)
    
    
    786,814
    
    
    
    174,030
    (4)
    
    
    19.79
    
    
    
    02/14/18
    
    
    
    58,010
    (8)
    
    
    812,14082,690
    (9)
    
    
    1,157,66090,766
    (10)
    
    
    1,270,724Cristina Wasiak
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,202
    (9)
    
    
    58,82814,207
    (10)
    
    
    198,898Nick P. Calamos
    
    
    113,636
    
    
    
    
    
    
    
    18.00
    
    
    
    10/27/14
    
    
    
    
    
    
    
    48,500
    
    
    
    24,250
    (1)
    
    
    28.76
    
    
    
    02/14/15
    
    
    
    8,083
    (5)
    
    
    113,16229,107
    
    
    
    58,214
    (2)
    
    
    35.43
    
    
    
    02/14/16
    
    
    
    19,405
    (6)
    
    
    271,670
    
    
    
    123,732
    (3)
    
    
    27.58
    
    
    
    02/14/17
    
    
    
    41,244
    (7)
    
    
    577,416
    
    
    
    120,669
    (4)
    
    
    19.79
    
    
    
    02/14/18
    
    
    
    40,223
    (8)
    
    
    563,12257,353
    (9)
    
    
    802,94263,142
    (10)
    
    
    883,988James J. Boyne
    
    
    
    
    
    
    18,285
    (11)
    
    
    20.51
    
    
    
    05/05/18
    
    
    
    6,095
    (12)
    
    
    85,33028,959
    (13)
    
    
    405,4268,404
    (9)
    
    
    117,65639,464
    (10)
    
    
    552,496Randall T. Zipfel
    
    
    
    
    
    
    15,162
    (4)
    
    
    19.79
    
    
    
    02/14/18
    
    
    
    3,400
    (7)
    
    
    47,600
    
    
    
    7,847
    (3)(14)
    
    
    17.80
    
    
    
    02/14/17
    
    
    
    5,054
    (8)
    
    
    70,75621,420
    (13)
    
    
    299,8808,320
    (9)
    
    
    116,48015,628
    (10)
    
    
    218,792
 
 (1)
    
    Stock options vest at the rate of 33 1/3% per year, with vesting dates of February 15, 2009,
2010 and 2011.(2)
    
    Stock options vest at the rate of 33 1/3% per year, with vesting dates of February 15, 2010,
2011 and 2012.(3)
    
    Stock options vest at the rate of 33 1/3% per year, with vesting dates of February 15, 2011,
2012 and 2013.(4)
    
    Stock options vest at the rate of 33 1/3% per year, with vesting dates of February 15, 2012,
2013 and 2014.(5)
    
    Restricted stock units vest at the rate of 33 1/3% per year, with vesting dates of February
15, 2009, 2010 and 2011.(6)
    
    Restricted stock units vest at the rate of 33 1/3% per year, with vesting dates of February
15, 2010, 2011 and 2012.(7)
    
    Restricted stock units vest at the rate of 33 1/3% per year, with vesting dates of February
15, 2011, 2012 and 2013.(8)
    
    Restricted stock units vest at the rate of 33 1/3% per year, with vesting dates of February
15, 2012, 2013 and 2014.(9)
    
    Restricted stock units vest at the rate of 33 1/3% per year, with vesting dates of May 7,
2013, 2014 and 2015.(10)
    
    Restricted stock units vest at the rate of 33 1/3% per year, with vesting dates of February
9, 2014, 2015, 2016.(11)
    
    Stock options vest at the rate of 33 1/3% per year, with vesting dates of May 6, 2012, 2013
and 2014.(12)
    
    Restricted stock units vest at the rate of 33 1/3% per year, with vesting dates of May 6,
2012, 2013 and 2014.(13)
    
    Restricted stock units vest at the rate of 33 1/3% per year, with vesting dates of February
13, 2010, 2011 and 2012.(14)
    
    Stock options originally issued on February 15, 2007. Stock options exchanged pursuant to
stockholder-approved stock option exchange program on July 23, 2009.(15)
    
    Based on the NASDAQ Global Select Market closing price of $14.00 for the companys Class A
common stock on December 31, 2010, the last trading date of 2010. 15




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##### Table of Contents



Option Exercises and Stock Vested During 2010
  Options Awards
    
    Stock AwardsNumber of
    
    
    
    
    
    Number ofShares Acquired
    
    Value Realized
    
    Shares Acquired
    
    Value RealizedName
    
    on Exercise (#)
    
    on Exercise ($)
    
    on Vesting (#)
    
    on Vesting(1) ($)John P. Calamos, Sr.
    
    
    
    
    
    
    
    
    
    
    12,500
    
    
    
    156,75014,818
    
    
    
    185,81819,697
    
    
    
    232,228Cristina Wasiak
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Nick P. Calamos
    
    
    
    
    
    
    
    
    
    
    8,084
    
    
    
    101,3739,702
    
    
    
    121,66312,626
    
    
    
    148,861James J. Boyne
    
    
    
    
    
    
    
    
    
    
    14,479
    
    
    
    181,567Randall T. Zipfel
    
    
    
    
    
    
    
    
    
    
    10,710
    
    
    
    134,303
 
 (1)
    
    Based on the NASDAQ Global Select Market closing price of $12.54 and $11.79 for the companys
Class A common stock on February 12, 2010 and October 26, 2010, respectively. Potential Payments upon Termination or Change in Control
  Employment Agreements
 John P. Calamos, Sr
  
    
    any accrued base salary, bonus, vacation and unreimbursed expenses;
 16




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##### Table of Contents




    
    base salary for 36 months; and
 
    
    continued health care coverage for 36 months at employee rates.
    
    
    any accrued base salary, bonus, vacation and unreimbursed expenses;
 
    
    lump sum payment equal to base salary and bonus for 36 months;
 
    
    24 months health care continuation, and two years of welfare benefits at employee
rates; and
 
    
    pro rata bonus for the year in which the termination occurs.
   17




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##### Table of Contents



Nick P. Calamos
 Other Named Executive Officers
  18




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##### Table of Contents



Potential Payments
  John P.
    
    Nick P.
    
    James J.
    
    Cristina
    
    Randall T.Calamos, Sr.(1)
    
    Calamos
    
    Boyne
    
    Wasiak
    
    ZipfelScenario
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)Voluntary resignation or for
cause termination
    
    
    4,617,242
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Retirement
    
    
    4,617,242
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Death(2)
    
    
    4,617,242
    
    
    
    1,087,915
    
    
    
    406,489
    
    
    
    46,038
    
    
    
    317,093Disability(3)
    
    
    4,623,926
    
    
    
    1,087,915
    
    
    
    406,489
    
    
    
    46,038
    
    
    
    317,093Termination without cause
or resignation for good
reason(4)
    
    
    7,087,918
    
    
    
    1,986,338
    
    
    
    0
    
    
    
    0
    
    
    
    0Change in control but no
termination(5)
    
    
    4,617,242
    
    
    
    3,212,300
    
    
    
    334,482
    
    
    
    46,038
    
    
    
    317,093Change in control and
involuntary termination
without cause or
resignation for good
reason(6)
    
    
    25,359,818
    
    
    
    18,251,773
    
    
    
    406,489
    
    
    
    46,038
    
    
    
    317,093
 
 (1)
    
    Mr. John P. Calamos, Sr. has reached retirement eligibility, which requires the attainment of
age 55 and at least 10 continuous years of service within the Calamos organization. In the
event Mr. Calamos were to voluntarily resign, retire or have his position terminated for any
reason, all of his awards would continue to vest provided he remains retired from the
investment management industry. We have assumed that John P. Calamos, Sr. would remain
retired from the investment management industry and the amount shown reflects the value of the
RSUs and in the money value of the stock options held by Mr. Calamos at December 31, 2010,
assuming our stock price would remain constant throughout the vesting period.(2)
    
    Includes (a) in the money value due to accelerated vesting of all or a portion of the stock
awards and stock options, based on December 31, 2010 stock value of $14.00 per share, as
follows: John P. Calamos, Sr., $4,617,242; Nick P. Calamos, $1,065,144; James J. Boyne,
$406,489; Cristina Wasiak, $46,038; and Randal T. Zipfel, $317,093; and (b) health plan
continuation benefits for Nick P. Calamos, $22,771.(3)
    
    Includes (a) in the money value due to accelerated vesting of all or a portion of the stock
awards and stock options as follows: John P. Calamos, Sr., $4,617,242; Nick P. Calamos,
$1,065,144; James J. Boyne, $406,489; Cristina Wasiak, $46,038; and Randall T. Zipfel,
$317,093; and (b) health plan continuation benefits as follows: John P. Calamos, Sr., $6,684;
and Nick P. Calamos, $27,771.(4)
    
    Includes (a) cash severance payments as follows: John P. Calamos, Sr., $2,460,000; and Nick
P. Calamos, $1,950,000; (b) in the money value due to accelerated vesting of all or a
portion of the stock awards and stock options for John P. Calamos, Sr., $4,617,242; and (c)
health plan continuation benefits as follows: John P. Calamos, Sr., $10,676; and Nick P.
Calamos, $36,338.(5)
    
    Includes (a) in the money value due to accelerated vesting for all stock awards and stock
options as follows: John P. Calamos, Sr., $4,617,242; Nick P. Calamos, $3,212,300; James J.
Boyne, $334,482; Cristina Wasiak, $46,038; and Randall T. Zipfel, $317,093.(6)
    
    Includes (a) severance payments and excise tax gross-up as follows: John P. Calamos, Sr.,
$17,220,000 and $13,512,797, respectively; and Nick P. Calamos, $11,700,000 and $3,306,125,
respectively; (b) in the money value due to accelerated vesting for all stock awards and
stock options as follows: John P. Calamos, Sr., $4,617,242; Nick P. Calamos, $3,212,300;
James J. Boyne, $406.489; Cristina Wasiak, $46,038; and Randall T. Zipfel, $317,093; and (c)
health plan continuation benefits as follows: John P. Calamos, Sr., $9,779; and Nick P.
Calamos, $33,348. 19




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##### Table of Contents



Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
  Percent of Class AAmount of
    
    Percent of
    
    Common StockBeneficial
    
    Class A
    
    AssumingName of Beneficial Owner
    
    Ownership**
    
    Common Stock
    
    Exchange(1)Calamos Family:Calamos Family Partners
    
    
    52,610,454
    (2)
    
    
    5.76
    %
    
    
    50
    %Non-Management Directors:G. Bradford Bulkley
    
    
    16,324
    (3)
    
    
    *
    
    
    
    *Mitchell S. Feiger
    
    
    1,938
    (4)
    
    
    
    
    
    
    Richard W. Gilbert
    
    
    11,247
    (3)
    
    
    *
    
    
    
    *Arthur L. Knight
    
    
    33,886
    (5)
    
    
    *
    
    
    
    *Other Named Executive Officers:James J. Boyne
    
    
    20,470
    
    
    
    *
    
    
    
    *Cristina Wasiak
    
    
    
    
    
    
    
    
    
    
    Randall T. Zipfel
    
    
    18,496
    (6)
    
    
    *
    
    
    
    *Other 5% Beneficial Owners:BlackRock, Inc.
    
    
    1,417,993
    (7)
    
    
    7.13
    %(7)
    
    
    1.97
    %Total outstanding Class A Shares
    
    
    
    
    
    
    20,124,701
    
    
    
    71,576,539All director nominees and
executive officers as a group
(10 persons)
    
    
    505,914
    (8)
    
    
    5.24
    %
    
    
    73.36
    %
 
 *
    
    Less than 1%.**
    
    Unless otherwise indicated, beneficial ownership means the sole power to vote and dispose of
shares.(1)
    
    Assumes the Calamos Interests exchange their ownership in Calamos Holdings and convert their
shares of our Class B common stock for shares of our Class A common stock. See footnote 2
below.(2)
    
    Includes (i) ownership interest in Calamos Holdings and 100 shares of our Class B common
stock owned by Calamos Family Partners, exchangeable and convertible, respectively, on demand
for our Class A common stock, (ii) ownership interest in Calamos Holdings by John P. Calamos,
Sr., exchangeable on demand for our Class A common stock, (iii) 149,022 Class A common shares
and 434,882 vested, unexercised options held by John P. Calamos, Sr. and 6,189 Class A common
stock held by spouse, (iv) 285,844 Class A common shares and 61,995 vested, unexercised
options held by Nick P. Calamos, and (v) 56,029 Class A common shares and 164,655 vested,
unexercised options held by John P. Calamos, Jr. The formula for exchanging ownership interest
in Calamos Holdings for our Class A common shares is set forth in our Second Amended and
Restated Certificate of Incorporation and does not necessarily reflect all inputs used in a
fair valuation. For purposes of this beneficial ownership calculation, the exchange is based
in part on the NASDAQ Global Select Market closing price of $16.59 for our Class A common
stock on March 31, 2011 and an estimated fair market valuation by management of our net assets
other than our ownership interest in Calamos Holdings. It is critical to note that this
formula does not incorporate certain economic factors and as such, in the case of an actual
exchange, we anticipate the majority of our independent directors determining the fair market
value of a share of our Class A common stock as well as the fair market value of our net
assets other than our ownership interest in Calamos Holdings. For example, discounts and/or
premiums for control and marketability as well as a different discount rate for future cash
flows may be applied. Therefore, the directors valuation may result in the actual number of
shares being materially different from the shares presented herein. Further, based upon
currently available information, we believe it is extremely remote that any exchange would
transpire without a fair market valuation of our net assets other than our
ownership interest in Calamos Holdings. Also, pursuant to our Second Amended and Restated
Certificate of Incorporation, Calamos Family Partners, as a holder of shares of Class B
common stock, is entitled to a number of votes per share equal to ten (10) multiplied by the
sum of (A) the aggregate number of shares of Class B common stock held, and (B) (I) the
product of (x) the ownership interest held in Calamos Holdings LLC by such holder, taken to
eight decimal places, and (y) 100,000,000, divided by (II) the number of shares of Class B
common stock held. Calamos Family Partners interest represents approximately 97% of the
votes of the holders of the common stock of the company. John P. Calamos, Sr., Nick P.
Calamos and John P. Calamos, Jr. own and serve as directors of Calamos Family Partners. John
P. Calamos, Sr. has a controlling interest in Calamos Family Partners and is deemed to
beneficially own all of Calamos Family Partners interest in Calamos Holdings and all 100
shares of our Class B common stock. The mailing 20




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##### Table of Contents



address for each of Calamos Family Partners,
John P. Calamos, Sr., Nick P. Calamos and John P. Calamos, Jr. is c/o Calamos Asset
Management, Inc., 2020 Calamos Court, Naperville, Illinois 60563.(3)
    
    Includes 9,309 vested, unexercised options.(4)
    
    Includes 1,451 vested, unexercised options.(5)
    
    Includes 10,982 vested, unexercised options.(6)
    
    Includes 2,616 vested, unexercised options.(7)
    
    Based on information disclosed in a Schedule 13G/A filed by BlackRock, Inc. with the SEC on
February 3, 2011. BlackRock, Inc.s mailing address is 40 East 52nd Street, New York, New
York 10022.(8)
    
    With the exception of John P. Calamos, Jr., includes the holdings described in footnote 2
above, 523,532 Class A common shares and 530,544 vested, unexercised options of other
executive officers.  
 Item 13. Certain Relationships and Related Transactions, and Director Independence
 TRANSACTIONS WITH RELATED PERSONS AND CERTAIN CONTROL PERSONS
 Conflict of Interests Policy
    Management Services and Resources Agreements
  21




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Registration Rights Agreement
    Tax Indemnity Agreement
  22




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##### Table of Contents



Contribution Agreement
  Leases of Corporate Headquarters
      23




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##### Table of Contents



Lunch and Catering Agreement
  Employment Arrangements
    
 Item 14. Principal Accountant Fees and Services
 Fees Paid to Independent Registered Public Accounting Firm
  McGladrey & Pullen, LLPAudit FeesFiscal Years EndedDecember 31,2010
    
    
    2009Audit fees
    
    $
    412,296
    
    
    $
    336,404Audit-related fees(1)
    
    
    19,621
    
    
    
    22,569Tax fees
    
    
    
    
    
    
    All other fees
    
    
    
    
    
    
    Total fees
    
    $
    431,917
    
    
    $
    358,973
 
 (1)
    
    Audit services performed for benefit plan audit. 24




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##### Table of Contents



KPMG LLP Audit FeesFiscal Years EndedDecember 31,2010
    
    
    2009Audit fees
    
    
    
    
    
    $
    158,471Audit-related fees(1)
    
    
    6,000
    
    
    
    8,000Tax fees
    
    
    
    
    
    
    All other fees
    
    
    
    
    
    
    Total fees
    
    $
    6,000
    
    
    $
    166,471
 
 (1)
    
    Audit services performed for a consent. Pre-Approval Process
  
 PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
 ExhibitNumber
    
    Description of Exhibit3(i)
    
    Second Amended and Restated Certificate of
Incorporation of the Registrant (incorporated
by reference to Exhibit 3(i) to the
Registrants Annual Report on Form 10-K filed
with the Securities and Exchange Commission on
March 13, 2009).3(ii)
    
    Second Amended and Restated By-laws of the Registrant (incorporated by reference to Exhibit 3(ii)
to the Registrants Annual Report on Form 10-K filed with the Securities and Exchange Commission on
March 13, 2009).4.1
    
    Stockholders Agreement among John P. Calamos, Sr., Nick P. Calamos and John P. Calamos, Jr.,
certain trusts controlled by them, Calamos Family Partners, Inc. and the Registrant (incorporated
by reference to Exhibit 4.1 to the Registrants Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on December 3, 2004).4.2
    
    Registration Rights Agreement between Calamos Family Partners, Inc., John P. Calamos, Sr. and the
Registrant (incorporated by reference to Exhibit 4.2 to the Registrants Quarterly Report on Form
10-Q filed with the Securities and Exchange Commission on December 3, 2004).4.3
    
    Note Purchase Agreement, dated as of July 13, 2007, by and among Calamos Holdings LLC and various
institutional investors (incorporated by reference to Exhibit 4.1 to the Registrants Current
Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2007).
 25




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##### Table of Contents



ExhibitNumber
    
    Description of Exhibit4.4
    
    Waiver and First Amendment to 2007 Note Purchase Agreement, dated as of December 22, 2008, between
Calamos Holdings LLC and various institutional investors (incorporated by reference to Exhibit 4.5
to the Registrants Current Report on Form 8-K filed with the Securities and Exchange Commission on
December 29, 2008).4.5
    
    Note Purchase Agreement, dated as of April 29, 2004, between Calamos Holdings LLC and various
institutional investors (incorporated by reference to Exhibit 4.1 to the Registrants Current
Report on Form 8-K filed with the Securities and Exchange Commission on December 29, 2008).4.6
    
    Amendment No. 1 to Note Purchase Agreement dated as of October 15, 2004 (incorporated by reference
to Exhibit 4.2 to the Registrants Current Report on Form 8-K filed with the Securities and
Exchange Commission on December 29, 2008).4.7
    
    Waiver and Second Amendment to 2004 Note Purchase Agreement, dated as of December 22, 2008, between
Calamos Holdings LLC and various institutional investors (incorporated by reference to Exhibit 4.4
to the Registrants Current Report on Form 8-K filed with the Securities and Exchange Commission on
December 29, 2008).10.1
    
    Employment Agreement between the Registrant and John P. Calamos, Sr. (incorporated by reference to
Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on December 3, 2004).10.2
    
    Employment Agreement between the Registrant and Nick P. Calamos (incorporated by reference to
Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on December 3, 2004).10.3
    
    Amendment Number 1 to Employment Agreement between the Registrant and Nick P. Calamos (incorporated
by reference to Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on August 9, 2007).10.4
    
    Omnibus Amendment Relating to Code Section 409A (incorporated by reference to Exhibit 10.5 to the
Registrants Annual Report on Form 10-K filed with the Securities and Exchange Commission on March
13, 2009).10.5
    
    Calamos Asset Management, Inc. Incentive Compensation Plan as amended effective May 22, 2009
(incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed
with the Securities and Exchange Commission on May 27, 2009).10.6
    
    Form of Equity Award Statement (incorporated by reference to Exhibit 10.7 to the Registrants
Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 13, 2009).10.7
    
    Form of Non-Employee Equity Award Statement (incorporated by reference to Exhibit 10.7 to the
Registrants Annual Report on Form 10-K filed with the Securities and Exchange Commission on March
13, 2009).
 26




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##### Table of Contents



ExhibitNumber
    
    Description of Exhibit10.8
    
    Contribution Agreement between the Registrant and Calamos Holdings LLC (incorporated by reference
to Exhibit 10.9 to the Registrants Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on December 3, 2004).10.9
    
    Tax Indemnity Agreement among the Registrant, Calamos Family Partners, Inc. and Calamos Holdings
LLC (incorporated by reference to Exhibit 10.10 to the Registrants Quarterly Report on Form 10-Q
filed with the Securities and Exchange Commission on December 3, 2004).10.10
    
    Fourth Amended and Restated Limited Liability Company Agreement of Calamos Holdings LLC by and
among Calamos Family Partners, Inc., John P. Calamos, Sr. and the Registrant (incorporated by
reference to Exhibit 10.11 to the Registrants Annual Report on Form 10-K filed with the Securities
and Exchange Commission on March 9, 2010).10.11
    
    Management Services and Resources Agreement by and among the Registrant, Calamos Family Partners,
Inc. and Calamos Property Holdings LLC (incorporated by reference to Exhibit 10.1 to the
Registrants Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on
August 9, 2007).10.12
    
    Lease Agreement between 2020 Calamos Court LLC and Calamos Holdings LLC (formerly with Calamos
Holdings, Inc. (incorporated by reference to Exhibit 10 to the Registrants Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on November 10, 2005).10.13
    
    Lease Agreement between CityGate Centre I LLC and Calamos Holdings LLC (incorporated by reference
to Exhibit 99.1 to the Registrants Current Report on Form 8-K filed with the Securities and
Exchange Commission on November 20, 2007).21.1
    
    Subsidiaries of the Company.*23.1
    
    Consent of Independent Registered Public Accounting Firm, McGladrey & Pullen, LLP.*23.2
    
    Consent of Independent Registered Public Accounting Firm, KPMG LLP.*31.1
    
    Certification of Principal Executive Officer pursuant to Rule 13a-14(a).**31.2
    
    Certification of Principal Financial Officer pursuant to Rule 13a-14(a).**32.1
    
    Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350.*32.2
    
    Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350.*
 
 *
    
    Previously filed as an exhibit to the Registrants Form 10-K for the year ended December 31,
2010 (Original Form 10-K).**
    
    The Registrants original certifications pursuant to Rule 13a-14(a) have been filed with the
Original Form 10-K. The certifications filed with this amendment are limited to the matters
addressed therein.  27




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##### Table of Contents



SIGNATURES
  CALAMOS ASSET MANAGEMENT, INC.By:
    /s/ Cristina WasiakName:
    Cristina WasiakTitle:
    Senior Vice President,
Chief Financial Officer 28




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description of Exhibit31.1
    
    Certification of Principal Executive Officer pursuant to Rule 13a-14(a).31.2
    
    Certification of Principal Financial Officer pursuant to Rule 13a-14(a).