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of Code Section 409A.     (b) “Separation from Service”. For purposes of the agreement, plan or program,the terms ‘terminate,’ ‘termination,’ ‘termination of employment,’ and variations thereof,as used in this agreement, plan or program, are intended to mean a termination of employmentthat constitutes a ‘separation from service’ under Code Section 409A.     (c) Six-Month Delay. If on the date of “separation from service” an individualcovered by this plan, program or agreement is deemed to be a “specified employee” within themeaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment orthe provision of any benefit payable or provided because of such separation from servicethat constitutes “deferred compensation” subject to Code Section 409A, such payment orbenefit shall be made or provided at the date which is the earlier of (A) the expiration ofthe six (6)-month period measured from the date of such “separation from service,” and (B)the date of such individual’s death (the “Delay Period”). Upon the expiration of the DelayPeriod, all payments and benefits delayed pursuant to this paragraph (whether they wouldhave otherwise been payable in a single sum or in installments in the absence of such delay)shall be paid or reimbursed to the specified employee in a lump sum, and any remainingpayments and benefits due shall be paid or provided in accordance with the normal paymentdates specified for them herein.     (d) Timing of Payments. Whenever a payment under this agreement, plan orprogram which is subject to Code Section 409A is to be made (i) promptly after a date, itshall be made on such date within sixty (60) days thereafter as determined by the Companyand (ii) within a specified time period with reference to a number of days (for example,within thirty (30) days), the actual date of payment shall be within the sole discretion ofthe Company.     (e) Reimbursement Payments; In-Kind Benefits. With regard to any provisionunder this agreement, plan or program that provides for reimbursement of expenses or taxesor in-kind benefits subject to Code Section 409A: (i) the right to reimbursement or in-kindbenefits is not subject to liquidation or exchange for another benefit, and (ii) the amountof expenses eligible for reimbursement or in-kind benefits provided during any taxable yearshall not effect the expenses eligible for reimbursement or in-kind benefits to be providedin any other calendar year, provided that the foregoing shall not be violated with regard toexpenses covered by Code Section 105(h) that are subject to a limit related to the period inwhich the arrangement is in effect. Any expense, tax or other reimbursement payment madepursuant to this agreement, plan or shall be made on or before the last day of the calendaryear following the calendar year in which such expense, tax or other payment to bereimbursed was incurred.     (f) Prohibition on Acceleration of Payments**.**The time or schedule of anypayment or amount scheduled to be paid pursuant to the terms of this agreement, plan orprogram that provides for the ‘deferral of compensation’ (as such term is described underCode Section 409A), may not be accelerated except as otherwise permitted under Code Section409A and the guidance and Treasury regulations issued thereunder, including, but not limitedto any provision hereof that provides for a change in the time or schedule
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of any such payment or amount upon a change in control unless such change in control isalso a “change in control event” under Code Section 409A.     Except as modified by this Amendment, the terms of this agreement, plan or program shallremain in full force and effect.     IN WITNESS WHEREOF, the Company has caused the execution of this Omnibus Amendment Relating toCode Section 409A on this 22nd day of December, 2008, effective as of the date set forth above.         CALAMOS ADVISORS LLC           By: /s/ Gary J. Felsten            Its: Senior Vice President, Director of Human  Resource             CALAMOS ASSET MANAGEMENT, INC.:           By: /s/ Gary J. Felsten            Its: Senior Vice President, Director of Human Resource    
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