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                                                                    EXHIBIT 10.5

                                                           [AS ADOPTED 10/26/04]

                         CALAMOS ASSET MANAGEMENT, INC.

                           INCENTIVE COMPENSATION PLAN

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                                TABLE OF CONTENTS

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                                                                               PAGE
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1.    PURPOSE OF PLAN.........................................................   1
2.    TERM OF PLAN............................................................   1
3.    STOCKHOLDER APPROVAL....................................................   1
4.    ADMINISTRATION..........................................................   1
5.    ELIGIBILITY AND PARTICIPATION...........................................   3
6.    SHARES SUBJECT TO PLAN..................................................   4
7.    MAXIMUM INDIVIDUAL AWARDS...............................................   5
8.    AWARDS..................................................................   5
9.    CHANGE IN CONTROL.......................................................   7
10.   AMENDMENT AND TERMINATION...............................................   8
11.   MISCELLANEOUS...........................................................   8
12.   DEFINITIONS.............................................................  10
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                         CALAMOS ASSET MANAGEMENT, INC.

                          INCENTIVE COMPENSATION PLAN

1.    PURPOSE OF PLAN

      1.1   PURPOSE. The purpose of the Plan is to motivate certain Employees,
Nonemployee Directors and Consultants to put forth maximum efforts toward the
growth, profitability, and success of the Company and Subsidiaries by providing
incentives to such Employees, Nonemployee Directors and Consultants either
through cash payments and/or through the ownership and performance of the Common
Stock. In addition, the Plan is intended to provide incentives that will attract
and retain highly qualified individuals as Employees, Nonemployee Directors and
Consultants, and to assist in aligning the interests of such Employees,
Nonemployee Directors and Consultants with the interests of the Stockholders of
the Company.

2.    TERM OF PLAN

      2.1   TERM. The Plan shall be effective as of the Effective Date and,
unless sooner terminated by the Board under Section 10 below, shall terminate
when all shares of Common Stock subject to the Plan have been issued according
to the provisions herein; provided, however, in no event may an Award be granted
under the Plan after the tenth (10th) anniversary of the Effective Date.

3.    STOCKHOLDER APPROVAL

      3.1   STOCKHOLDER APPROVAL. The Plan was approved by the stockholders of
the Company on October 26, 2004.

      3.2   PLAN AMENDMENT. Any amendment to the Plan that is determined to be a
"material amendment" (or word(s) of similar effect) under the rules of the
Nasdaq Stock Market or the exchange or system on which the Company's Common
Stock is then listed shall be approved by stockholders before such amendment
shall be effective.

      3.3   REPRICINGS SUBJECT TO STOCKHOLDER APPROVAL. Any amendment, revision
or other change to an outstanding Award that is determined to be a "repricing"
(or word(s) of similar effect) under the rules of the Nasdaq Stock Market or the
exchange or system on which the Company's Common Stock is then listed shall be
approved by stockholders before such amendment, revision or other change shall
be effective.

4.    ADMINISTRATION

      4.1   RESPONSIBILITY. The Committee shall have the responsibility, in its
sole discretion, to control, operate, manage and administer the Plan in
accordance with its terms.

      4.2   AWARD AGREEMENT. Each Award granted under the Plan shall be
evidenced by an Award Agreement.

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      4.3   AUTHORITY OF THE COMMITTEE. The Committee shall have all the
discretionary authority that may be necessary or helpful to enable it to
discharge its responsibilities with respect to the Plan, including but not
limited to the following:

                  (a)   to determine eligibility for participation in the Plan;

                  (b)   to determine eligibility for and the type and size of an
      Award granted under the Plan;

                  (c)   to grant Awards and to determine the terms of each Award
      Agreement, and any amendments or modification thereof;

                  (d)   to establish objectives and conditions for earning
      amounts under an Award and to determine whether and to what extent such
      objectives and conditions have been met;

                  (e)   to supply any omission, correct any defect, or reconcile
      any inconsistency in the Plan in such manner and to such extent as it
      shall deem appropriate in its sole discretion to carry the same into
      effect;

                  (f)   to issue administrative guidelines as an aid to
      administer the Plan and make changes in such guidelines as it from time to
      time deems proper;

                  (g)   to make rules for carrying out and administering the
      Plan and make changes in such rules as it from time to time deems proper;

                  (h)   to the extent permitted under the Plan, grant waivers of
      Plan terms, conditions, restrictions, and limitations;

                  (i)   to accelerate the Vesting of any Award when such action
      or actions would be in the best interest of the Company;

                  (j)   to grant Awards in replacement of Awards previously
      granted under this Plan or any other executive compensation plan of the
      Company; and

                  (k)   to take any and all other actions it deems necessary or
      advisable for the proper operation or administration of the Plan.

      4.4   ACTION BY THE COMMITTEE. The Committee may act only by a majority of
its members. Any determination of the Committee may be made, without a meeting,
by a writing or writings signed by all of the members of the Committee. In
addition, the Committee may authorize any one or more of its members to execute
and deliver documents on behalf of the Committee.

      4.5   DELEGATION OF AUTHORITY. The Committee may delegate to one or more
of its members, or to one or more agents, such administrative duties as it may
deem advisable; provided, however, that any such delegation shall be in writing.
In addition, the committee may delegate to the Company's Chief Executive Officer
or to other Company officers its authority

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under this Section 4, provided that such delegation shall not extend to the
grant of Awards or the exercise of discretion with respect to Awards to
employees who are covered employees under Code Section 162(m) or officers under
Section 16 of the Exchange Act. The Committee, or any person to whom it has
delegated duties under this Section 4.5, may employ one or more persons to
render advice with respect to any responsibility the Committee or such person
may have under the Plan. The Committee may employ such legal or other counsel,
consultants and agents as it may deem desirable for the administration of the
Plan and may rely upon any opinion or computation received from any such
counsel, consultant or agent. Expenses incurred by the Committee in the
engagement of such counsel, consultant or agent shall be paid by the Company, or
the Subsidiary whose employees have benefited from the Plan, as determined by
the Committee.

      4.6   DETERMINATIONS AND INTERPRETATIONS BY THE COMMITTEE. All
determinations and interpretations made by the Committee shall be binding and
conclusive on all Participants and their heirs, successors, and legal
representatives.

      4.7   LIABILITY. No member of the Board, no member of the Committee and no
employee of the Company shall be liable for any act or failure to act hereunder,
except in circumstances involving his or her bad faith, gross negligence or
willful misconduct, or for any act or failure to act hereunder by any other
member or employee or by any agent to whom duties in connection with the
administration of the Plan have been delegated.

      4.8   INDEMNIFICATION. The Company shall indemnify members of the
Committee and any agent of the Committee who is an employee of the Company,
against any and all liabilities or expenses to which they may be subjected by
reason of any act or failure to act with respect to their duties on behalf of
the Plan, except in circumstances involving such person's bad faith, gross
negligence or willful misconduct.

5.    ELIGIBILITY AND PARTICIPATION

      5.1   ELIGIBILITY. All Employees, all Nonemployee Directors and all
Consultants shall be eligible to participate in the Plan and to receive Awards.

      5.2   PARTICIPATION. Participants shall consist of such Employees,
Nonemployee Directors and Consultants as the Committee in its sole discretion
designates to receive Awards under the Plan. Designation of a Participant in any
year shall not require the Committee to designate such person or entity to
receive an Award in any other year or, once designated, to receive the same type
or amount of Award as granted to the Participant in any other year. The
Committee shall consider such factors as it deems pertinent in selecting
Participants and in determining the type and amount of their respective Awards.

6.    SHARES SUBJECT TO PLAN

      6.1   AVAILABLE SHARES.

                  (a)   Subject to adjustment as provided in Section 6.2 below,
      the aggregate number of shares of Common Stock which shall be available
      for issuance or payments of Awards under the Plan during its term shall be
      10,000,000 shares. Such

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      shares of Common Stock available for issuance under the Plan may be either
      authorized but unissued shares, shares of issued stock held in the
      Company's treasury, or both, at the discretion of the Company, and subject
      to any adjustments made in accordance with Section 6.2 below. To the
      extent shares of Common Stock underlying Awards are not issued by reason
      of the expiration, forfeiture lapse or cancellation, of such Awards, by
      reason of the tendering or withholding of shares in payment of exercise
      price or payment of withholding tax obligations relating to an Award, or
      otherwise without the issuance or delivery of all of the shares covered by
      such Award, then such shares shall again be available for issuance or
      payments of Awards under the Plan. Awards that are payable only in cash
      are not subject to this Section 6.1.

                  (b)   Shares of Common Stock issued in connection with Awards
      that are assumed, converted or substituted pursuant to a merger,
      acquisition or similar transaction entered into by the Company or any of
      its Subsidiaries shall not reduce the number of shares available for
      issuance under this Plan.

                  (c)   Subject to adjustment as provided in Section 6.2 below,
      the following limitations shall apply to Awards under the Plan:

                        (i)   Except as provided in clause (ii), all of the
            shares that may be issued under this Plan may be issued pursuant to
            any type of Award granted under this Plan.

                        (ii)  The number of shares of that may be issued under
            this Plan pursuant to Stock Options which are Incentive Stock
            Options shall be limited to 10,000,000.

      6.2   ADJUSTMENT TO SHARES. If there is any change in the Common Stock of
the Company, through merger, consolidation, reorganization, recapitalization,
stock dividend, stock split, reverse stock split, split-up, split-off, spin-off,
combination of shares, exchange of shares, dividend in kind or other like change
in capital structure or distribution (other than normal cash dividends) to
Stockholders of the Company, an adjustment shall be made to each outstanding
Award so that each such Award shall thereafter be with respect to or exercisable
for such securities, cash and/or other property as would have been received in
respect of the Common Stock subject to such Award had such Award been paid,
distributed or exercised in full immediately prior to such change or
distribution. Such adjustment shall be made successively each time any such
change shall occur. In addition, in the event of any such change or
distribution, in order to prevent dilution or enlargement of Participants'
rights under the Plan, the Committee shall have the authority to adjust, in an
equitable manner, the number and kind of shares that may be issued under the
Plan, in accordance with the limitations set forth in Sections 6.1 and 7.1, the
number and kind of shares subject to outstanding Awards, the exercise price
applicable to outstanding Stock Options, and the Fair Market Value of a Share of
the Common Stock and other value determinations applicable to outstanding
Awards. Appropriate adjustments may also be made by the Committee in the terms
of any Awards granted under the Plan to reflect such changes or distributions
and to modify any other terms of outstanding Awards on an equitable basis,
including modifications of performance goals and changes in the length of
performance periods; provided, however, that with respect to performance-based

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Awards, such modifications and/or changes do not disqualify compensation
attributable to such Awards as "performance-based compensation" under Code
Section 162(m). In addition, the Committee is authorized to make adjustments to
the terms and conditions of, and the criteria included in, Awards in recognition
of unusual or nonrecurring events affecting the Company or the financial
statements of the Company, or in response to changes in applicable laws,
regulations, or accounting principles. Notwithstanding anything contained in the
Plan, any adjustment with respect to an ISO due to a change or distribution
described in this Section 6.2 shall comply with the rules of Code Section
424(a), and in no event shall any adjustment be made which would render any ISO
granted hereunder other than an incentive stock option for purposes of Code
Section 422.

7.    MAXIMUM INDIVIDUAL AWARDS

      7.1   MAXIMUM AGGREGATE NUMBER OF SHARES UNDERLYING STOCK-BASED AWARDS
GRANTED UNDER THE PLAN TO ANY SINGLE PARTICIPANT. The maximum aggregate number
of shares of Common Stock underlying all Awards measured in shares of Common
Stock (whether payable in Common Stock, cash or a combination of both) that may
be granted to any single Participant during any one calendar year shall be
1,000,000 shares, subject to adjustment as provided in Section 6.2 above. For
purposes of the preceding sentence, such Awards that are cancelled or repriced
shall continue to be counted in determining such maximum aggregate number of
shares of Common Stock that may be granted to any single Participant during the
life of the Plan.

      7.2   MAXIMUM DOLLAR AMOUNT UNDERLYING CASH-BASED AWARDS GRANTED UNDER THE
PLAN TO ANY SINGLE PARTICIPANT. The maximum dollar amount that may be earned by
any single Participant with respect to all Awards measured in cash (whether
payable in Common Stock, cash or a combination of both) during any one calendar
year shall be $10,000,000. Any amount earned with respect to which performance
is measured over a period greater than one year shall be deemed to have been
earned ratably over the full and partial calendar years in such period.

8.    AWARDS

      8.1   TYPE OF AWARDS. The Committee may, in its sole discretion, grant the
following Awards to Employees, Nonemployee Directors and Consultants:

                  (a)   Stock Options;

                  (b)   Stock Appreciation Rights (SARs);

                  (c)   Stock Awards;

                  (d)   Stock Units;

                  (e)   DERs;

                  (f)   Cash Award; or

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                  (g)   any other type of Award that is not inconsistent with
      the Plan.

      8.2   AWARD TERMS AND CONDITIONS. The Committee, in its sole discretion,
shall determine all of the terms and conditions of each Award, including but not
limited to the following:

                  (a)   exercise price or purchase price, provided that the
      exercise price or purchase price with respect to Stock Options and SARs
      shall not be less than 100% of the Fair Market Value of a Share of the
      Common Stock on the date of grant;

                  (b)   method of exercise;

                  (c)   vesting;

                  (d)   term and or expiration of the Award;

                  (e)   effects of termination of Participant's employment or
                        service;

                  (f)   change-in-control Vesting and other effects of a change
                        in control;

                  (g)   qualification of a Stock Option as an ISO;

                  (h)   restrictive covenants;

                  (i)   transferability;

                  (j)   deferral arrangements; or

                  (k)   any other term or condition that is not inconsistent
      with the Plan.

      8.3   PERFORMANCE MEASURES. The Committee may use the following
performance measures (either individually or in any combination) to set
performance goals with respect to the grant or Vesting of an Award: The
performance for an Award shall be determined by the Committee in writing, shall
be measured for achievement or satisfaction during the performance period or
period of restriction in which the Committee established to satisfy or achieve
the prescribed performance and may be absolute in their terms or measured
against or in relationship to other companies comparably, similarly or otherwise
situated or other external or internal measure and may be based on or adjusted
for any other objective goals, events, or occurrences established by the
Committee, provided that such criteria and objectives relate to one or more of
the following: total stockholder return, earnings, earnings per share, net
income, revenues, expenses, market share, return on assets, return on equity,
assets under management, investment performance of assets under management, Fair
Market Value of the Stock, regulatory compliance, satisfactory internal or
external audits, achievement of balance sheet or income statement objectives, or
other financial, accounting or quantitative objective established by the
Committee. Performance criteria and objectives may include or exclude
extraordinary charges, losses from discontinued operations, restatements and
accounting changes and other unplanned special charges such as restructuring
expenses, acquisitions, acquisition expenses, including expenses related to
goodwill and other intangible assets, stock offerings and stock repurchases.

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Such performance measures may be particular to a line of business, Subsidiary or
other unit or the Company generally, and may, but need not be, based upon a
change or an increase or positive result. In interpreting Plan provisions
applicable to performance measures and to performance-based Awards to
Participants who are covered employees, it is the intent of the Plan to conform
with the standards of Code Section 162(m) and the Treasury Regulations
thereunder. The Committee in establishing performance measures applicable to
such performance-based Awards, and in interpreting the Plan, shall be guided by
such standards, including, but not limited to providing that the
performance-based Award shall be paid, Vested or otherwise delivered solely as a
function of attainment of objective performance criteria and objectives based on
one or more of the specific criteria and objectives set forth in this Section
8.3 established by the Committee not later than 90 days after the performance
period or period of restriction applicable to the Award has commenced (or, if
such period of service is less than one year, not later than the date on which
25% of such period has elapsed). Prior to the payment of any compensation based
on achievement of performance measures to any such covered employee, the
Committee must certify in writing the extent to which the applicable performance
criteria and objectives were, in fact, achieved and the amounts to be paid,
Vested or delivered as a result thereof, provided the Committee may reduce, but
not increase, such amount.

9.    CHANGE IN CONTROL

      9.1   STOCK-BASED AWARDS. Notwithstanding any other provisions of the
Plan, and except as otherwise provided in the Award Agreement, in the event of a
Change in Control, all Stock-based Awards granted under this Plan shall
immediately Vest 100% in each Participant, including Incentive Stock Options,
Nonqualified Stock Options, Stock Appreciation Rights, restricted stock and
restricted stock units.

      9.2   PERFORMANCE-BASED AWARDS. Notwithstanding any other provisions of
the Plan, and except as otherwise provided in the Award Agreement, in the event
of a Change in Control all Awards granted under this Plan which are subject to
performance goals shall be immediately paid out, including performance units and
performance shares. The amount of the payout shall be based on the higher of:
(i) the extent, as determined by the Committee, to which performance goals,
established for the performance period then in progress have been met up through
and including the effective date of the Change in Control, or (ii) 100% of the
value on the date of grant of the performance units or number of performance
shares.

10.   AMENDMENT AND TERMINATION

      10.1  TERMINATION OF PLAN. The Board may suspend or terminate the Plan at
any time with or without prior notice.

      10.2  AMENDMENT OF PLAN. Subject to Stockholder approval, if any, required
by Section 3.2, the Board may amend the Plan at any time with or without prior
notice.

      10.3  AMENDMENT OR CANCELLATION OF AWARD AGREEMENTS. The Committee may
amend or modify any Award Agreement at any time in any manner to the extent that
the Committee would have had the authority under the Plan initially to make such
Award as so amended or modified. In addition, and subject to Stockholder
approval in accordance with

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Sections 3.2 and 3.3 above, Awards may be granted to an Employee, Nonemployee
Director or Consultant in substitution and exchange for, and in cancellation of,
any Awards previously granted to such Employee, Nonemployee Director or
Consultant under the Plan, or any award previously granted to such Employee,
Nonemployee Director or Consultant under any other present or future plan of the
Company or any present or future plan of an entity which (i) is purchased by the
Company, (ii) purchases the Company, or (iii) merges into or with the Company.

      10.4  EFFECT ON OUTSTANDING AWARDS. No termination or amendment of the
Plan pursuant to Section 10.1 or 10.2 above, or amendment or modification of an
Award Agreement pursuant to Section 10.3 above, shall materially adversely alter
or impair any outstanding Award without the consent of the Participant affected
thereby.

11.   MISCELLANEOUS

      11.1  OTHER PROVISIONS. Awards granted under the Plan may also be subject
to such other provisions (whether or not applicable to the Award granted to any
other Participant) as the Committee determines on the date of grant to be
appropriate, including, without limitation, provisions requiring entry into or
compliance with confidentiality, non-competition or other restrictive covenants,
assistance in financing the acquisition of shares pursuant to an Award, for the
forfeiture of, or restrictions on resale or other disposition of, Common Stock
acquired hereunder, for deferral of receipt of shares of Common Stock or of cash
payments under any applicable Company plan, or to comply with federal and state
securities laws, or understandings or conditions as to the Participant's
employment in addition to those specifically provided for under the Plan.

      11.2  TRANSFERABILITY. Each Award granted under the Plan to a Participant
shall not be transferable otherwise than by will or the laws of descent and
distribution, and Stock Options and SARs shall be exercisable, during the
Participant's lifetime, only by the Participant. In the event of the death of a
Participant, each Stock Option or SAR theretofore granted to him or her shall be
exercisable during such period after his or her death as the Committee shall, in
its sole discretion, set forth in the Award Agreement on the date of grant and
then only by the executor or administrator of the estate of the deceased
Participant or the person or persons to whom the deceased Participant's rights
under the Stock Option or SAR shall pass by will or the laws of descent and
distribution. Notwithstanding the foregoing, the Committee, in its sole
discretion, may permit the transferability of a Stock Option (other than an ISO)
by a Participant, including, or limited to, transfers, solely to members of the
Participant's immediate family or trusts or family partnerships or other similar
entities for the benefit of such persons, and subject to such terms, conditions,
restrictions and/or limitations, if any, as the Committee may establish and
include in the Award Agreement.

      11.3  STOCK OWNERSHIP REQUIREMENT. The Committee may in its sole
discretion require that Participants own or hold a certain number of shares of
Common Stock or percentage of outstanding shares of Common Stock throughout
their employment or service and may condition receipt of Awards or the receipt
or transferability of shares of Common Stock under this Plan on compliance with
such provisions.

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      11.4  LISTING OF SHARES AND RELATED MATTERS. If at any time the Committee
shall determine that the listing, registration or qualification of the shares of
Common Stock subject to any Award on any securities exchange or under any
applicable law, or the consent or approval of any governmental regulatory
authority, is necessary or desirable as a condition of, or in connection with,
the granting of an Award or the issuance of shares of Common Stock thereunder,
such Award may not be exercised, distributed or paid out, as the case may be, in
whole or in part, unless such listing, registration, qualification, consent or
approval shall have been effected or obtained free of any conditions not
acceptable to the Committee.

      11.5  NO RIGHT, TITLE, OR INTEREST IN COMPANY ASSETS. Participants shall
have no right, title, or interest whatsoever in or to any investments which the
Company may make to aid it in meeting its obligations under the Plan. Nothing
contained in the Plan, and no action taken pursuant to its provisions, shall
create or be construed to create a trust of any kind, or a fiduciary
relationship between the Company and any Participant, beneficiary, legal
representative or any other person. To the extent that any person acquires a
right to receive payments from the Company under the Plan, such right shall be
no greater than the right of an unsecured general creditor of the Company. All
payments to be made hereunder shall be paid from the general funds of the
Company and no special or separate fund shall be established and no segregation
of assets shall be made to assure payment of such amounts except as expressly
set forth in the Plan. The Plan is not intended to be subject to the Employee
Retirement Income Security Act of 1974, as amended.

      11.6  NO RIGHT TO CONTINUED EMPLOYMENT OR SERVICE OR TO GRANTS. The
Participant's rights, if any, to continue to serve the Company as a director,
officer, employee, independent contractor or otherwise, shall not be enlarged or
otherwise affected by his or her designation as a Participant under the Plan,
and the Company or the applicable Subsidiary reserves the right to terminate the
employment of any Employee or the services of any Independent Contractor at any
time. The adoption of the Plan shall not be deemed to give any Employee,
Nonemployee Director, Consultant or any other individual any right to be
selected as a Participant or to be granted an Award.

      11.7  GOVERNING LAW. The Plan, all Awards granted hereunder, and all
actions taken in connection herewith shall be governed by and construed in
accordance with the laws of the State of Delaware without reference to
principles of conflict of laws, except as superseded by applicable federal law.

      11.8  OTHER BENEFITS. No Award granted under the Plan shall be considered
compensation for purposes of computing benefits under any retirement plan of the
Company or any Subsidiary nor affect any benefits or compensation under any
other benefit or compensation plan of the Company or any Subsidiary now or
subsequently in effect, unless such retirement or other plan expressly provides
otherwise.

      11.9  NO FRACTIONAL SHARES. No fractional shares of Common Stock shall be
issued or delivered pursuant to the Plan or any Award. The Committee shall
determine whether cash, Common Stock or other property shall be issued or paid
in lieu of fractional shares or whether such fractional shares or any rights
thereto shall be forfeited or otherwise eliminated.

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12.   DEFINITIONS

      The following terms shall have the following meanings unless the context
indicates otherwise:

      12.1  "AWARD" shall mean an award granted by the Committee under the Plan
in accordance with Section 8 hereof.

      12.2  "AWARD AGREEMENT" shall mean the agreement or other writing (which
may be framed as a plan or program) that establishes the terms, conditions,
restrictions and/or limitations applicable to an Award in addition to those
established by the Plan and by the Committee's exercise of its administrative
powers.

      12.3  "BOARD" shall mean the Board of Directors of the Company.

      12.4  "CALAMOS FAMILY" shall mean John P. Calamos, Sr., Nick P. Calamos,
or John P. Calamos, Jr., and their respective spouses and lineal descendants,
and each corporation, trust or other entity which is directly or indirectly
controlled by any of the foregoing individuals.

      12.5  "CASH AWARD" shall mean the grant by the Committee to a Participant
of an Award of cash in accordance with Section 8 hereof.

      12.6  "CHANGE IN CONTROL" shall be deemed to have occurred in the event
that any person, entity or group shall become the beneficial owner of such
number of shares of Common Stock, and/or any other class of stock of the Company
then outstanding that is entitled to vote in the election of directors (or is
convertible into shares so entitled to vote) as together possess more than 50%
of the voting power of all of the then outstanding shares of all such classes of
voting stock of the Company so entitled to vote. For purposes of the preceding
sentence, "person, entity or group" shall not include (i) any employee benefit
plan of the Company, or (ii) the Calamos Family; and for purposes of this
Section 12.6, "group" shall mean persons who act in concert as described in
Section 14(d)(2) of the 1934 Act.

      12.7  "CODE" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

      12.8  "COMMITTEE" shall mean (i) the Board or (ii) a committee, or a
subcommittee of a committee, of the Board appointed by the Board from among its
members. Unless the Board determines otherwise, and such determination is
reduced to a writing articulating the reasons for such determination, the
Committee shall be comprised solely of not less than two (2) members, each of
whom shall qualify as:

                  (a)   a "non-employee director" within the meaning of Rule
      16b-3(b)(3) (or any successor rule) under the Exchange Act, and

                  (b)   an "outside director" within the meaning of Code Section
      162(m) and the Treasury Regulations thereunder, and

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                  (c)   an "independent director" as such term is defined or
      used by the rules of the Nasdaq Stock Market or such other exchange or
      system on which the Company's Common Stock is listed.

      12.9  "COMMON STOCK" shall mean the Class A common stock, $.01 par value
per share, of the Company.

      12.10 "COMPANY" shall mean Calamos Asset Management, Inc., a Delaware
corporation.

      12.11 "CONSULTANT" shall mean a person (other than a person who is an
Employee or a Nonemployee Director) or an entity that renders services to the
Company.

      12.12 "DER" shall mean a dividend equivalent right where the Participant
may receive an amount, payable in cash or Common Stock or a combination of both,
equal to the dividend actually paid with respect to one (1) share of Common
Stock.

      12.13 "EFFECTIVE DATE" shall mean the date on which the Plan is approved
by the stockholders of the Company.

      12.14 "EMPLOYEE" shall mean an employee of the Company or any Subsidiary.

      12.15 "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended from time to time, including applicable regulations thereunder.

      12.16 "FAIR MARKET VALUE OF A SHARE OF THE COMMON STOCK" shall mean the
fair market value as determined as follows: (i) at such time as the shares are
traded through the Nasdaq Stock Market or a national stock exchange (an
"Exchange"), Fair Market Value shall, except as otherwise determined by the
Committee, be equal to the closing price on the day immediately preceding such
date for sales made and reported through the Exchange on which the shares are
then listed and which constitutes the principal market for the shares or, if no
sales of shares shall have been so reported with respect to that day, on the
next preceding day with respect to which sales were reported; or (ii) at such
time as the shares are not so traded through an Exchange, Fair Market Value
shall be equal to such amount as the Committee, in its sole discretion, shall
determine.

      12.17 "ISO" shall mean an "incentive stock option" as such term is used in
Code Section 422.

      12.18 "NONEMPLOYEE DIRECTOR" shall mean a member of the Board or of the
board of directors who is not an Employee.

      12.19 "NONQUALIFIED STOCK OPTION" shall mean a Stock Option that does not
qualify as an ISO.

      12.20 "PARTICIPANT" shall mean any Employee, Nonemployee Director or
Consultant to whom an Award has been granted by the Committee under the Plan.

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      12.21 "PLAN" shall mean the Calamos Asset Management, Inc. Incentive
Compensation Plan.

      12.22 "SAR" shall mean the grant by the Committee to a Participant of a
stock appreciation right as described in Section 8 hereof, payable in cash or
Common Stock or a combination of both, where the measure of compensation is
based on the difference (if any) between the Fair Market Value of a Share of the
Common Stock on the date of exercise and the exercise price of such SAR.

      12.23 "STOCK AWARD" shall mean the grant by the Committee to a Participant
of an Award of Common Stock in accordance with Section 8 hereof.

      12.24 "STOCK OPTION" shall mean the grant by the Committee to a
Participant of an option to purchase Common Stock in accordance with Section 8
hereof.

      12.25 "STOCK UNIT" shall mean the grant by the Committee to a Participant
of a right to receive a share of Common Stock in accordance with Section 8
hereof.

      12.26 "SUBSIDIARY" shall mean each of (i) Calamos Holdings LLC and (ii)
any corporation of which the Company or Calamos Holdings LLC directly or
indirectly owns more than 50 percent of the Voting Stock or any other business
entity in which the Company or Calamos Holdings LLC directly or indirectly has
an ownership interest of more than 50 percent.

      12.27 "TREASURY REGULATION" shall mean the regulations promulgated under
the Code by the United States Department of the Treasury, as amended from time
to time.

      12.28 "UNVESTED" shall mean an Award (or portion of an Award) that has not
yet Vested.

      12.29 "VEST" shall mean:

                  (a)   with respect to Stock Options and SARs, when the Stock
      Option or SAR (or a portion of such Stock Option or SAR) first becomes
      exercisable and remains exercisable subject to the terms and conditions of
      such Stock Option or SAR, and when the Participant has an unrestricted
      right, title and interest to receive the compensation (if any)
      attributable to such Stock Option or SAR (or a portion of such Stock
      Option or SAR) or to otherwise enjoy the benefits underlying such Stock
      Option or SAR; or

                  (b)   with respect to Awards other than Stock Options and
      SARs, when the Participant has:

                        (i)   an unrestricted right, title and interest to
            receive the compensation (whether payable in cash or Common Stock or
            a combination of both) attributable to an Award (or a portion of
            such Award) or to otherwise enjoy the benefits underlying such
            Award; and

                        (ii)   a right to transfer an Award subject to no
            Company-imposed restrictions or limitations.

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      12.30 "VESTING DATE" shall mean the date or dates on which an Award Vests.

      12.31 "VOTING STOCK" shall mean the capital stock of any class or classes
having general voting power under ordinary circumstances, in the absence of
contingencies, to elect the directors of a corporation.

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