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CALAMOS ASSET MANAGEMENT, INC.
 Non-Employee Director Equity Award Statement for:
  STOCK OPTIONSTotal number of options
grantedOption price per share
    
    The fair market value of CLMS Class A Stock as
of the grant dateExpiration date
    
    [month] ___, 2018 subject to earlier terminationRESTRICTED STOCK UNITS (RSUs)Total number of RSUs grantedVESTING SCHEDULE
 Grant date
    
    [month] ___, 2008Vesting Schedule
    
    A portion of your STOCK OPTIONS becomes available for
purchase on each of these dates:      Up to 33 1/3% on [month] ___, 2012      Up to 66 2/3% on [month] ___, 2013       Up to 100% on and after [month] ___, 2014, but
prior to the Expiration DateA portion of your Restricted Stock Units vest on each of
the following dates:      33 1/3% on [month] ___, 2012       33 1/3% on [month] ___, 2013      33 1/3% on [month] ___, 2014
  This Award Statement, including the accompanying Terms of the Equity Awards, constitutes part of a
prospectus covering securities that have been registered under the Securities Act of 1933, as
amended.




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Calamos Asset Management, Inc
 Incentive Compensation Plan.
 Terms of the 2008 Equity Awards for Non-Employee Directors
 Type(s) of Award:
    
    Nonqualified stock options and restricted stock units (RSUs).When vested each stock option entitles the holder to purchase one
(1) share of Class A common stock of Calamos Asset Management,
Inc. (CLMS) at the applicable option price.When vested, each RSU entitles the holder to receive one (1) share
of CLMS Class A common stock for each vested RSU.Vesting:
    
    The date(s) upon which the stock options become exercisable are
set forth on the Award Statement, together with the expiration
date of the option.The date(s) upon which the RSUs vest are set forth on the Award
Statement.In the event of termination of service as a director of CLMS due
to death or disability prior to the full vesting of the stock
options and RSUs, a portion (or all) of the unvested stock options
and RSUs will vest as of the date of such termination of service.
The portion that will vest will be determined as follows:       If any portion of the option and RSUs has become vested
prior to the date of termination, then the vesting of those stock
options and RSUs scheduled to vest on the next following vesting
date will be accelerated to the date of such termination of
service.      If the termination occurs prior to vesting of the options
and RSUs, then a pro rata portion will vest based on the number of
whole months elapsed in the period from the grant date to the date
of termination, divided by the number of months in the period from
the grant date to the date the grant was to become 100% vested;
provided that if the number of options and RSUs scheduled to vest
on the first vesting date is greater than such pro rata portion,
the greater number of options and RSUs will vest.Upon attainment of age 60 and with at least ten (10) years of
service within the Calamos organization, the options and RSUs then
outstanding will become fully vested.Upon a Change in Control, the options and RSUs then outstanding
will become fully vested.




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Exercise/Delivery ofShares:
    
    The option may be exercised by delivering a written notice
providing the number of shares to be exercised and accompanied by
full payment of the applicable exercise price for the shares. The
option price may be paid in full in cash or by tendering
previously-acquired shares of Class A common stock (shares not
acquired pursuant to the Plan or any other compensation plan or
program). Subject to any applicable tax withholding (see below),
upon receipt of the exercise notice and payment of the exercise
price, one (1) share of CLMS Class A common stock will be
delivered for each option exercised.No exercise price or other amount is required to be paid with
respect to RSUs. Subject to any applicable tax withholding (see
below), one (1) share of CLMS Class A common stock will be
delivered for each vested RSU, unless receipt has been deferred by
you under an applicable deferred compensation plan.Effect of Terminationof Service:
    
    Except as provided above for termination due to death or
disability, no further vesting will occur after termination of
service, and all unvested options and RSUs will be forfeited
and/or cancelled.In general, vested stock options may be exercised for a period of
three months following termination of service. If termination
occurs after a Change in Control or is due to death or disability,
then vested options remain exercisable for one year following
termination of service.Federal Income TaxConsiderations:
    
    However, in no event may an option be exercised after the
expiration date set forth on the Award Statement. 

The following discussion is a summary of certain current U.S.
federal income tax consequences relating to stock options and
RSUs. This discussion does not purport to be complete, and does
not cover, among other things, foreign, state and local tax
treatment.Stock Options. No income is recognized upon the grant of a
nonqualified stock option. Upon exercise, ordinary income is
recognized in an amount equal to the excess of the fair market
value of a share of common stock on the date of exercise over the
exercise price multiplied by the number of options exercised. A
subsequent sale or exchange of such shares will result in gain or
loss measured by the difference between (a) the exercise price,
increased by any compensation reported upon the participants
exercise of the option, and (b) the amount realized on such sale
or exchange. Any gain or loss will be capital in nature if the
shares were held as a capital asset and will be long-term if such
shares were held for more than one year.




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Restricted Stock Units. No income is recognized upon receipt of
an award of RSUs. Upon vesting, income equal to the fair market
value of the shares of Class A common stock issued is recognized.
The capital gain or loss holding period for the shares received
under an award will begin when ordinary income is recognized, and
any subsequent capital gain or loss will be measured by the
difference between the ordinary income recognized and the amount
received upon sale or exchange of the shares.Transferability:
    
    No options or RSUs granted under the Plan may be sold,
transferred, pledged, assigned, or otherwise alienated or
hypothecated, otherwise than by will or by the laws of descent and
distribution. All options granted under the Plan are exercisable
only by you during your lifetime and by your designated
beneficiary in the event of your death.Voting Rights:
    
    Since options and RSUs do not represent actual shares, no voting
rights arise upon receipt of options or RSUs and you are not
deemed to be the owner of any shares covered by the options or
RSUs until such shares are delivered to you.Dividends:
    
    Notwithstanding the above, in addition to the shares of Class A
common stock to be delivered upon the vesting of the RSUs, you
will also be entitled to receive a cash payment in an amount equal
to each cash dividend you would have received during the period
from the grant date of the RSUs to the date such RSUs became
vested as if the RSUs were shares of Class A common stock held by
you on the record date for the payment of such dividend unless
receipt of such cash payment has been deferred by you under an
applicable deferred compensation plan.Tax Withholding (if any):
    
    In the event of a change in tax laws such that tax withholding is
applicable at the time you exercise options or your RSUs become
vested, such withholding may, at the discretion of the Committee,
be accomplished as follows. An aggregate amount of cash and/or
number of shares having a fair market value equal to the amount
sufficient to satisfy the minimum statutory Federal, state and
local tax (including the FICA and Medicare tax obligation)
withholding required by law with respect to the exercise or
distribution of shares and/or cash made under or as a result of
the Plan, may be deducted or withheld from shares issuable upon
the exercise of options or the vesting of RSUs and/or from any
cash payable with respect to such awards.