Exhibit 10.2
 
 
 RE: Transition Agreement
   1.
    
    Employment: Your employment with the Company will continue through April 30, 2011
(Separation Date) and then terminate. You will continue to receive your regular salary
through that date.2.
    
    Responsibilities: You will continue to fulfill your role as Chief Financial Officer through
the Separation Date. Your main focus will be to ensure the orderly completion, signature and
filing of the Calamos Asset Management Inc.s 2010 Annual Report on Form 10-K (Form 10-K),
and such other matters as directed by the Company. Upon the execution of this Transition
Agreement, you will be expected to work in our office in Naperville, Illinois only as much as
requested by the Company or as required to complete the Form 10-K. You may work the balance
of your working time offsite, and agree to remain accessible as may be necessary to advise the
Company on or manage business matters as they arise.3.
    
    Payments:The Company shall issue the following payments to you on the Separation Date:
 a.
    
    Severance pay equal to six-months of salary, or $150,000, payable in a
lump sum.b.
    
    A special payment of $290,000.
 The gross amount of your total payments will be $440,000 less federal and state income tax (the
federal withholding will be the federally required 25% supplemental rate) and any other
applicable withholdings.4.
    
    Career Transition Services:The Company will provide you, at the Companys expense, up to
nine-months of career transition services at a provider of our choice. If you choose to use
career transition services, you must commence using them within 60 days of the date of
execution of this Transition Agreement.5.
    
    Company Property:Any Company property in your possession, such as computer equipment,
building access card, cell phone, keys, etc., must be returned within two weeks of your
Separation Date. Severance payments and other benefits described in this Transition Agreement
are contingent upon you returning Company property.6.
    
    Personal Belongings:Your personal belongings must be picked-up within two weeks of the
Separation Date; you can arrange a mutually convenient time to pick up your items. Any
personal belongings not picked-up after 30 days from the Separation Date will be packaged and
forwarded to the address set forth above.7.
    
    Profit Sharing401(k)Plan:Under the Calamos Profit Sharing 401(k) Plan (the Plan) you
have several options including a roll-over or keeping your funds in the Plan. Specific
information about the Plan will be included in your separation package.8.
    
    Vacation:You will be paid for any earned, but unused, vacation through the Separation Date,
less federal and state income tax and any other applicable withholdings.




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9.
    
    Termination of Associate Benefits:Your medical, dental and vision coverage will end on the
Separation Date. You may continue coverage by electing COBRA; relevant information is
included in your exit package. All other benefits will end on the Separation Date.10.
    
    Confidential Information:You agree that following your Separation Date set forth in
Paragraph 1 above, you will continue to abide by the terms of the Confidentiality Agreement
and Restrictive Covenants (Confidentiality Agreement) you signed previously, a copy of which
is attached to this Transition Agreement. You and the Company agree that if you become
employed within two years of the Separation Date in a financial management capacity similar to
the role you performed for the Company with a company engaged in the Business (as defined in
the Confidentiality Agreement), such employment will be a Permitted Exception as defined in
section 4.2 of the Confidentiality Agreement. You further agree that you and your agents,
representatives, and attorneys of record will keep the existence and terms of this Transition
Agreement strictly confidentialand will not communicate the existence and terms of such
Transition Agreement orally or in writing to any third party, other than (a) trusted personal
advisors, (b) your legal, accounting, and tax advisors to the extent necessary for them to
provide services to you, and (c) as required by law or legal process. Once the matter of your
planned separation is publically disclosed by the Company (or by one of its affiliates, as the
case may be), you may talk to other parties about your impending separation, but not the terms
unless and to the extent the terms are also publically disclosed by the Company (or by one of
its affiliates, as the case may be).11.
    
    Cooperation: You agreethat you will (i) provide reasonable assistance and cooperation to
the Company and its affiliates in activities related to open work matters (through the
Separation Date) and the prosecution or defense of any pending or future lawsuits,
arbitrations, other proceedings or claims involving the Company or its affiliates that relate
to work you have performed or will perform (CALAMOS Litigation); (ii) make yourself
available to the Company or its affiliates on reasonable notice and without the need for
issuance of any subpoena or similar process to testify or assist in any CALAMOS Litigation;
(iii) refrain from knowingly providing any information related to any claim or potential
CALAMOS Litigation to any non-Calamos representatives unless you shall (A) have first obtained
the consent of the Chief Executive Officer or General Counsel of the Company or (B) are
required to provide testimony pursuant to legal process in which case you will consult with
and permit the Companys legal counsel to be present to such testimony.12.
    
    Non-Disparagement:You agree that you shall not make any negative or disparaging comments
about the Company or its members, managers, officers, employees, affiliates, products, or
services. The Company agrees it will reciprocate on this provision and not make negative or
disparaging remarks about you. More specifically, you and the Company agree to describe the
circumstances of your departure from the Company in accordance with the draft outline attached
hereto as Attachment A. If contacted by a prospective employer for a reference regarding
you, the Company agrees to provide the dates of employment, the positions you held and a
description of your job responsibilities.13.
    
    Acknowledgement:You acknowledge that the aforementioned payments (Paragraph 3) and career
transition services (Paragraph 4) constitute consideration in exchange for executing the
General Release which is attached hereto and made part hereof, in that these include amounts
and benefits to which you would not have been entitled had you not signed this release.14.
    
    Indemnification:The Company will continue to indemnify you on the same basis and subject to
the same terms and conditions as provided to you as an officer of the Company. Such provision
is made in accordance with Article VI of the Companys Second Amended and Restated Certificate
of Incorporation (Article VII), a copy of which is attached as Attachment B.
  2




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Sincerely,/s/ Gary J. FelstenGary J. FelstenSenior Vice President & Director, Human Resources  st
 /s/ Cristina WasiakCristina Wasiak 3




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CONFIDENTIALITY AND RESTRICTIVE COVENANTS AGREEMENT
   EMPLOYEES ACKNOWLEDGEMENT
 Companys Interest .
  Business and Competing Activity .
 Employees Position .




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CONFIDENTIAL INFORMATION
 Disclosure or Use .
 Confidential Information .
 COMPANY PROPERTY
  2




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NON-COMPETITION
 Non-Compete .
 Permitted Exceptions .
 COMPANY NAME, CLIENTS AND EMPLOYEES
    3




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MISCELLANEOUS
 Acknowledgment and Remedies .
  Notices .
 4




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Waiver, Modification and Interpretation .
 Choice of Law .
 Headings .
 Severability .
 Entire Agreement .
 Binding Effect .
 5




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CALAMOS ADVISORS LLC for itself
and its affiliates
    
    EMPLOYEE:By:
    
    /s/ Gary J. Felsten
    
    /s/ Cristina WasiakSignature
    
    Employee SignatureDate:
    
    6/30/09
    
    C. WasiakEmployee Name (Please Print)[Street]Address[City, State, Zip Code]City, State and Zip CodeDate: 6/20/09
 6




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Attachment A
 (CALAMOS LOGO)
 FOR IMMEDIATE RELEASE
 Contact:
 Calamos Asset Management, Inc. Announces Planned Departure of Chief Financial Officer
    From time to time, information or statements provided by us, including those within this news
release, may contain certain forward-looking statements relating to future events, future financial
performance, strategies, expectations, the competitive environment and regulations.
Forward-looking statements are based on information available at the time those statements are made
and/or managements good faith belief as of that time with respect to future events, and are
subject to risks and uncertainties that could cause actual performance or results to differ
materially from those expressed in or suggested by the forward-looking statements. For a discussion
concerning some of these and other risks, uncertainties and other important factors that could
affect future results, see Forward-Looking Information in Managements Discussion and Analysis
of Financial Condition and Results of Operations and, where applicable, Risk Factors in our
annual and quarterly reports filed with the U.S. Securities and Exchange Commission.




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Attachment B
 Excerpt from
 SECOND AMENDMENT AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CALAMOS ASSET MANAGEMENT, INC. (the Corporation)
 ARTICLE VI
    Indemnification by Corporation




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Insurance




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GENERAL RELEASE
 For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the undersigned, with the intention of binding herself, her heirs, executors, administrators and
assigns, does hereby release, remise, acquit, and forever discharge Calamos Advisors LLC (the
Company), and its present and former members, managers, officers, executives, agents, employees,
affiliated entities, divisions, parents, subsidiaries, successors, predecessors, and assigns
(collectively the Released Parties), of and from any and all claims, actions, causes of action,
demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses,
attorneys fees and liabilities of whatever kind or nature in law, equity or otherwise, whether now
known or unknown, suspected or unsuspected, which the undersigned, individually or as a member of a
class, now has, owns or holds or has at any time heretofore had, owned or held against any Released
Party, arising out of or in any way connected with the undersigneds employment relationship with
Calamos Advisors LLC and its predecessor and affiliated entities, or the termination thereof,
including without limitation, any claims for severance or vacation benefits, unpaid wages, salary
or bonus, breach of contract, wrongful discharge, impairment of economic opportunity, reimbursement
for fines paid, intentional infliction of emotional harm or other tort, or employment
discrimination under any applicable federal, state, local or foreign statutes, provisions, orders,
or regulations (including, but not limited to, any claims arising under any federal civil rights
statutes including Title VII of the Civil Rights Act of 1964 (Title VII), as amended , 42
U.S.C. 2000e et seq.; 42 U.S.C. 1981, 1983, 1985, 1986; the Age Discrimination in Employment Act
(ADEA), as amended , 29 U.S.C. 621 et seq.; the Americans with Disabilities Act (ADA), as amended , 42 U.S.C. 12101 et seq.; the Fair Labor Standards Act (FLSA), as
amended , 29 U.S.C. 201 et seq.; the Family Medical Leave Act (FMLA), 29 U.S.C. 2601 et seq.;
the Employee Retirement Income Security Act of 1974 (ERISA), as amended , 29 U.S.C. 1001 et
seq.; and any other claims that may arise under state or local civil rights acts, workers
compensation laws, and wage and hour laws, and all claims for wages, vacation pay, severance pay,
back pay, front pay, or other compensation, benefits, or damages at law or equity that may have
been created as a result of the undersigneds employment with Calamos Advisors LLC and its
affiliated entities or the termination thereof, excepting only (i) those obligations of Calamos
Advisors LLC and/or its affiliated entities under that certain Transition Agreement between Calamos
Advisors LLC and/or its affiliated entities and the undersigned (the Transition Agreement), in
connection with which this General Release is being executed and delivered, (ii) any right to
defense and indemnification the undersigned may have under applicable corporate law, the
organizational documents of any Released Party or any right as an insured under any D&O or
liability insurance policy now or previously in force, (iii) any claims or rights that may arise
after the undersigned signs this General Release, and (iv) any claims which cannot be waived by
law.
 The undersigned understands that by releasing employment discrimination claims against the Released
Parties, she also forever releases and discharges any right she may have to file or recover in a
lawsuit she may bring herself on the same claims and also any right she may have to any relief that
she might otherwise be entitled to as a result of any charge filed with, or proceeding instituted
by, the Equal Employment Opportunity Commission or any other comparable enforcement authority.




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The undersigned acknowledges and agrees that neither the Transition Agreement nor this General
Release are to be construed in any way as an admission of any liability whatsoever by any Released
Party under Title VII, ADEA or any other federal or state statute or principle of common law, any
such liability having been expressly denied.
 The undersigned further declares and represents that she has carefully read and fully understands
the terms of this General Release, that she has had the opportunity to seek the advice and
assistance of counsel with respect to this General Release, and that she knowingly and voluntarily,
of her own free will without any duress, being fully informed and after due deliberation, accepts
the terms of and signed the same of her own free act.
  The undersigned acknowledges that Calamos Advisors LLC advised her in writing to consult with
an attorney before executing this General Release (and this paragraph also constitutes written
direction), that she was given a period of 21 days within which to consider this General Release,
that she had an adequate opportunity to review it, that she fully understands its terms, that she
was not coerced into signing it, and that she has signed it knowingly and voluntarily.
  The undersigned shall have the right to revoke this General Release during a period of seven (7)
days following her execution of this General Release. In order to revoke the General Release, the
undersigned must notify Calamos Advisors LLC, in writing, of her decision to revoke, and said
notice must be received by no later than seven (7) days following the execution of this General
Release. If the undersigned revokes this General Release, she shall promptly repay all severance
that she may have received pursuant to the Transition Agreement to which this General Release is
attached.




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PLEASE READ THIS RELEASE CAREFULLY. IT CONTAINS A RELEASE OF KNOWN AND UNKNOWN CLAIMS.
 /s/ Cristina WasiakCristina WasiakDate:  3/1/2011 County of DuPage ) SS
State of Illinois )
Subscribed and sworn to before me this 1 st day of March 2011.
 /s/ Kara TanziNotary PublicMy Commission Expires:  4/22/14 
 For the Company/s/ Gary J. FelstenGary J. Felsten Date: March 1, 2011