Exhibit 10.2**[Execution Copy]****TRANSITION AGREEMENT**     THIS TRANSITION AGREEMENT (the “**Agreement**”) is entered into as of September 5, 2007 (the“**Effective Date**”), by and among Calamos Asset Management, Inc., a Delaware corporation (“**CAM**”),Calamos Advisors LLC, a Delaware limited liability company (“**Advisors**”) and wholly-owned subsidiaryof its sole managing member, Calamos Holdings LLC (“**Holdings**”) (together with each of itssuccessors and assigns permitted under this Agreement sometimes referred to herein as the“**Company**”), and James S. Hamman, Jr. (“**Executive**”).RECITALS     WHEREAS, the Executive has been employed by the Company or its predecessor since 1998 andcurrently serves as Executive Vice President, General Counsel and Secretary of the Company;     WHEREAS, the Company and Executive have mutually agreed that Executive will separate fromemployment and all positions with the Company on September 14, 2007, or such earlier date providedbelow;     WHEREAS, the Company desires to provide for an orderly transition of Executive’s duties andresponsibilities and Executive desires to assist the Company in obtaining an orderly transition;     WHEREAS, the Company and the Executive are parties to an Executive Employment Agreement datedas of October 26, 2004 (the “**Employment Agreement**”); and     WHEREAS, the Company and Executive now desire to enter into an agreement setting forth theterms of Executive’s separation from employment and the rights and duties of the parties afterentering into this Agreement;     NOW THEREFORE, the parties agree as follows:     1. **Defined Terms****.**To the extent not otherwise defined in this Agreement, capitalizedterms shall have the same meaning ascribed to them in the Employment Agreement.     2. **Duties, Separation; Consulting Period****.**During the period beginning on theEffective Date and ending with the Separation Date, the Executive will continue to have the sametitles, duties and responsibilities as he has as of the Effective Date. The Executive’s employmentshall terminate as of the close of business on September 14, 2007, or such earlier date determinedby the Company and communicated to the Executive with no less than seven (7) days advance writtennotice and this Agreement shall constitute Executive’s resignation from all positions with theCompany and all of its affiliates as of such date (the “**Separation Date**”). During the periodbeginning on the day following the Separation Date and ending on the earlier of: (a) a datemutually agreed to by the Executive and the Company, (b) a date determined by the Company andcommunicated to the Executive with no less than seven (7) days advance written notice, (c) the dateof the Executive’s death or (d) December 31, 2007 (such period referred to as the “**TransitionPeriod**”), the Executive agrees to provide advisory services to and otherwise assist theCompany
 

 
with respect to the transition of the duties and responsibilities currently discharged byExecutive. The Executive’s advisory duties during the Transition Period shall be those reasonablyrequested by the President and Chief Executive Officer (or his designee) and shall be provided atthe Company’s offices, or by telephone or e-mail, as the President and Chief Executive Officer (orhis designee) and Executive shall mutually agree. The Company and Executive acknowledge that duringthe Transition Period, Executive’s role will be that of an adviser and he will not have anyauthority to act on behalf of the Company.     3. **Compensation****.**In recognition of the Executive’s contributions to the Company andas consideration for the release and the other promises of Executive contained in this Agreement,which shall be deemed to include Executive’s agreement to provide advisory services as outlinedabove through the last day of the Transition Period, the Company will provide Executive with thefollowing compensation and benefits; provided, further, that Executive timely signs and returnsthis Agreement and the release attached as Exhibit A hereto, and timely signs and returns theidentical general release, pursuant to Paragraph 8 below:          (a) Base Salary and Benefit Plan Participation. During the period from the EffectiveDate through the Separation Date, the Executive will continue to (i) receive his Base Salary as ineffect on the Effective Date and (ii) participate in the pension and welfare benefit plans,perquisite programs, expense reimbursement and vacation policies pursuant to the EmploymentAgreement.          (b) Transition Payments. The Company shall pay to Executive two transition paymentsof $650,000 each ($1,300,000 in total) as follows: (i) the first payment shall be made on thepayroll date coinciding with or next following the Separation Date, and (ii) the second paymentshall be made on the first payroll date next following the last day of the Transition Period.     4. **Effect of Breach by Executive****.**In the event Executive breaches his promiseshereunder, including those set forth in Section 3, then any amount described in Paragraph 3(b)above which has not been paid as of the date of such breach shall be forfeited and no longerpayable to Executive.     5. **No Additional Entitlements; Cancellation of Equity Awards****.**Executive understandsand acknowledges that he will have no further entitlements, other than those included in thisAgreement and except with respect to rights, if any, that have vested as of the last day of hisemployment under the Company’s pension or welfare plans, rights to maintain COBRA coverage, andsuch rights which he has under the indemnification provisions described in the EmploymentAgreement. For avoidance of doubt, Executive understands and agrees that after the Effective Datehe will not be entitled to any bonus or other payments or grants or awards under the Long TermIncentive Programs and all of the stock options and restricted stock units held by Executive shallbe cancelled and forfeited as of the Effective Date and shall not hereafter vest or becomeexercisable.     6. **Withholding**. All payments required to be made by the Company hereunder to theExecutive shall be subject to withholding of such amounts relating to taxes as the Company mayreasonably determine it should withhold pursuant to any applicable law or regulation.
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     7. **Section 409A Compliance**. It is intended that any amounts payable under thisAgreement and the Company’s and Executive’s exercise of authority or discretion hereunder shallcomply with the provisions of Internal Revenue Code Section 409A and the treasury regulations andguidance thereunder (“**Section 409A**”) so as not to subject the Executive to the payment of interestand tax penalty which may be imposed under Section 409A. Notwithstanding anything contained hereinto the contrary, if, at the Executive’s separation from service, (a) Executive is a specifiedemployee as defined in Section 409A and (b) any of the payments or benefits provided hereunderconstitute deferred compensation under Section 409A, then, and only to the extent required by suchprovisions, the date of payment of such payments or benefits otherwise provided shall be delayedfor a period of six (6) months following the separation from service.     8. **Execution of Agreement; Release of Claims**. The payments and benefits to theExecutive pursuant to this Agreement are contingent upon (i) the Executive executing and deliveringto the Company this Agreement and a release of claims in the form attached to this Agreement asAttachment A (the “**Release**”) by 5:00 p.m. (CDT) on Friday, September 7, 2007, and (ii) theExecutive executing and delivering to the Company on the last day of the Transition Period arelease of claims in substantially the same form as the Release, effective as of that date.     9. **Entire Agreement****.**Executive acknowledges and agrees that this Agreement includesthe entire agreement and understanding between the parties and supercedes any prior agreements,written or oral, including the Employment Agreement, with respect to the subject matter hereof,including the termination of Executive’s employment after the Effective Date and all amounts towhich Executive shall be entitled whether prior to the Separation Date, the Transition Period orthereafter; provided, however, the Company and Executive acknowledge and agree that the provisionsof **Section 9**(Arbitration of Disputes), **Section 11**(Executive’s Covenants), **Section 12**(Indemnification), **Section 13**(Successors), **Section 14**(Amendment; Waiver) and paragraphs **15(c)through****15(i)** of the Employment Agreement shall continue to apply to the Company and Executive asif fully set forth in this Agreement.[**Signature Page Follows**]
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     IN WITNESS WHEREOF, each of the parties hereto has duly executed this Transition Agreement asof the date and year first set forth above.         **CALAMOS ADVISORS LLC**           By: /s/ John P. Calamos Sr.    Its:  President and Chief Executive Officer                  **CALAMOS ASSET MANAGEMENT, INC.**           By: /s/ John P. Calamos, Sr.           Its: /s/ President and Chief Executive Officer                  **EXECUTIVE**           /s/ James S. Hamman, Jr.       
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**Exhibit A****GENERAL RELEASE OF ALL CLAIMS**     1. For valuable consideration, the adequacy of which is hereby acknowledged, theundersigned (“**Executive**”), for himself, his spouse, heirs, administrators, children,representatives, executors, successors, assigns, and all other persons claiming throughExecutive, if any (collectively, “**Releasers**”), does hereby release, waive, and foreverdischarge Calamos Asset Management, Inc., Calamos Holdings LLC and Calamos Advisors, LLC(collectively, “**Company**”), Company’s Subsidiaries, parents, affiliates, relatedorganizations, employees, officers, directors, attorneys, successors, and assigns(collectively, the “**Releasees**”) from, and does fully waive any obligations of Releasees toReleasers for, any and all liability, actions, charges, causes of action, demands, damages,or claims for relief, remuneration, sums of money, accounts or expenses (includingattorneys’ fees and costs) of any kind whatsoever, whether known or unknown or contingent orabsolute, which heretofore has been or which hereafter may be suffered or sustained,directly or indirectly, by Releasers in consequence of, arising out of, or in any wayrelating to Executive’s employment with Company or any of its affiliates and the terminationof Executive’s employment. The foregoing release and discharge, waiver and covenant not tosue includes, but is not limited to, all claims and any obligations or causes of actionarising from such claims, under common law including wrongful or retaliatory discharge,breach of contract (including but not limited to any claims under the Executive EmploymentAgreement between the Company and Executive, dated as of October 24, 2004, as amended fromtime to time (the “**Employment Agreement**”), the Transition Agreement between the Company andthe Executive (the “**Transition Agreement**”), with respect to which this is the Releasereferred to in Section 8 thereof, and any claims under any stock option and restricted stockunit agreements between Executive and the Company) and any action arising in tort includinglibel, slander, defamation or intentional infliction of emotional distress, and claims underany federal, state or local statute including Title VII of the Civil Rights Act of 1964, theCivil Rights Act of 1866 and 1871 (42 U.S.C. § 1981), the National Labor Relations Act, theFair Labor Standards Act, the Americans with Disabilities Act of 1990, the RehabilitationAct of 1973, the Illinois Human Rights Act, or the discrimination or employment laws of anystate or municipality, and/or any claims under any express or implied contract whichReleasers may claim existed with Releasees. This also includes a release by Executive ofany claims for breach of contract, wrongful discharge and all claims for alleged physical orpersonal injury, emotional distress relating to or arising out of Executive’s employmentwith Company or the termination of that employment; and any claims under the WARN Act or anysimilar law, which requires, among other things, that advance notice be given of certainwork force reductions. This release and waiver does not apply to any claims or rights thatmay arise after the date Executive signs this General Release. The foregoing release doesnot apply to (a) any claims or rights for compensation, benefits, indemnification and anyother surviving rights now existing under the Transition Agreement, the organizationdocuments of the Company or any other agreement providing for indemnification regardless ofwhen any claim is filed, or (b) any claims or rights under directors and officers liabilityinsurance.
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     2. Excluded from this release and waiver are any claims which cannot be waived by law,including but not limited to the right to participate in an investigation conducted bycertain government agencies. Executive does, however, waive Executive’s right to anymonetary recovery should any agency (such as the Equal Employment OpportunityCommission) pursue any claims on Executive’s behalf. Executive represents and warrants thatExecutive has not filed any complaint, charge, or lawsuit against the Releasees with anygovernment agency or any court.     3. Executive agrees never to sue Releasees in any forum for any claim covered by theabove waiver and release language. If Executive violates this General Release by suingReleasees, other than as set forth in **Section 1**hereof, Executive shall be liable to theCompany for its reasonable attorneys’ fees and other litigation costs incurred in defendingagainst such a suit.     4. Executive acknowledges and recites that:     (a) Executive has executed the Transition Agreement and this General Releaseknowingly and voluntarily;     (b) Executive has read and understands the Transition Agreement and thisGeneral Release in its entirety;     (c) Executive has been advised and directed orally and in writing (and thissubparagraph (c) constitutes such written direction) to seek legal counsel and anyother advice he wishes with respect to the terms of the Transition Agreement andthis General Release before executing it; and     (d) Executive’s execution of the Transition Agreement and this General Releasehas not been forced by any employee or agent of the Company, and Executive has hadan opportunity to negotiate about the terms of the Transition Agreement and thisGeneral Release.     5. This General Release shall be governed by the internal laws (and not the choice oflaws) of the State of Illinois, except for the application of pre-emptive Federal law.     PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.           Date:     Executive:               
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