Exhibit 10.1**EXECUTIVE EMPLOYMENT AGREEMENT**     THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “**Agreement**”) is entered into as of February 15,2007 (the “**Effective Date**”), by and among Calamos Asset Management, Inc., a Delaware corporation(“**CAM**”), Calamos Financial Services LLC, a Delaware limited liability company (“**CFS**”) and awholly-owned subsidiary of its sole managing member, Calamos Holdings LLC (“**Holdings**”) (togetherwith each of its successors and assigns permitted under this Agreement sometimes referred to hereinas the “**Company**”), and Philip E. (Phipps) Moriarty, II (“**Executive**”).RECITALS     WHEREAS, the Executive currently serves as Executive Vice President – Head ofDistribution and Business Development of the Company; and     WHEREAS, the Company and Executive each desire to enter into this Agreement.     NOW THEREFORE, the parties agree as follows:     1. Term. Subject to earlier termination as provided herein, the Company herebyagrees to continue Executive in its employ, and Executive hereby agrees to remain in the employ ofthe Company, for the period commencing on the Effective Date and ending on December 31, 2009;provided, however, that commencing on January 1, 2009, and on each January 1 thereafter, the termof Executive’s employment under this Agreement shall be extended automatically for one (1)additional year, creating a new two (2)-year term commencing as of such January 1 until such dateon which either the Board of Directors of CAM (the “**Board**”), on behalf of Holdings, or Executivegives written notice to the other, in accordance with **Section 15(d)**, below, that such automaticextension of Executive’s employment under this Agreement shall cease, in which event, as of theeffective date of such notice, the term of employment shall become a fixed term ending on theDecember 31 of the calendar year in which the first anniversary of the date of such notice falls.Any such notice shall be effective immediately upon delivery. The term of Executive’s employmentas provided in this **Section 1**shall be hereinafter referred to as the “**Term**.”     2. Duties.          (a) Executive’s Positions and Titles. Executive’s positions and titles shall bePresident of CFS. Executive shall also serve as Executive Vice President – Head ofDistribution and Business Development of CAM and Holdings, and in such positions withHoldings’ subsidiaries (“Subsidiaries”), to which Executive may be appointed.          (b) Executive’s Duties. Executive shall have such power and authority to act forand in the name of the Company, as provided in the operating agreement of CFS, the By-lawsof CAM or resolutions of the manager of CFS (the “**Manager**”) or the Board. The duties andresponsibilities of Executive are and shall continue to be of an executive nature as shallbe required by the Company in the conduct of its business and shall include the performanceof such lawful and reasonable duties and responsibilities as the Board or the Manager mayfrom time to time assign to
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Executive not inconsistent with Executive’s position(s).Executive recognizes that during the period of Executive’s employment hereunder, Executiveowes an undivided duty of loyalty to the Company, and Executive will use Executive’s goodfaith efforts to promote and develop the business of theCompany. However, the Company recognizes that during the period of Executive’s employmenthereunder, Executive may provide certain services to Calamos Family Partners, Inc. and itsaffiliates and related entities, and the Company acknowledges and agrees that Executive’sprovision of such services shall not be in breach of this Agreement so long as the provisionof such services does not (i) interfere with Executive’s primary duties and responsibilitieshereunder and (ii) involve Executive providing investment advisory services except as may beapproved by the Compensation Committee of CAM (the “**Compensation Committee**”) (each suchservices a “**Permitted Activity**”). Recognizing and acknowledging that it is essential forthe protection and enhancement of the name and business of the Company and the goodwillpertaining thereto, Executive shall perform his duties under this Agreement professionally,in accordance with the applicable laws, rules and regulations and such standards, policiesand procedures established by Employer and the industry from time to time. Executive willnot perform any duties for any other business, other than a Permitted Activity without theprior written consent of the Compensation Committee, but may engage in charitable, civic orcommunity activities, provided that such duties or activities do not materially interferewith the proper performance of Executive’s duties under this Agreement.          (c) Board Service. If so elected, Executive agrees that he will serve as a memberof the Board and/or the board of directors or managers, as applicable, of any of itssubsidiaries and affiliates, as well as to serve as a member of any committee of any ofsaid boards, to which Executive may be elected or appointed.     3. Compensation and Benefits.          (a) Base Salary. During the Term, Executive shall receive a base salary (“**BaseSalary**”), paid in accordance with the normal payroll practices of the Company, at an annualrate of $400,000. The Base Salary shall be reviewed from time to time in accordance withthe Company’s policies and practices, but no less frequently than once annually and may beincreased, but not decreased (other than as part of an across-the-board reductionapplicable to the Company’s senior executive officers), at any time and from time to timeby action of the Board or the Compensation Committee. The term “**Base Salary**” shall includeany such increases or any permitted decreases to the Base Salary from time to time.          (b) Annual Bonus Programs. In addition to the Base Salary, Executive shall beeligible to participate throughout the Term in such annual bonus plans and programs(“**Annual Bonus Programs**”), as may be in effect from time to time in accordance with theCompany’s compensation practices and the terms and provisions of any such plans orprograms; provided that Executive’s eligibility for and participation in each Annual BonusProgram shall be at a level and on terms and conditions no less favorable than those forother senior executives, excluding the Portfolio Managers Incentive Plan applicable tosenior executives of the Company with portfolio management responsibilities. If Executiveachieves his target performance goals, as determined by the Compensation Committee on anannual basis, Executive shall have a target annual bonus (“**Target**
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**Bonus**”) under such AnnualBonus Programs equal to not less than 300% of his Base Salary and a maximum annual bonusopportunity equal to not less than 150% of such Target Bonus.          (c) Long Term Incentive Programs. In addition to the Base Salary and participationin the Annual Bonus Programs, Executive shall be eligible to participate throughout theTerm in such long term bonus plans and programs including stock option, restricted stockunit, restricted shares,performance stock unit and other similar programs (“**Long Term Incentive Programs**”), as maybe in effect from time to time in accordance with the Company’s compensation practices andthe terms and provisions of any such plans or programs; provided that Executive’sparticipation in each Long Term Incentive Program shall be at a level and on terms andconditions no less favorable than participation by other senior executives of the Company;and, provided further that subject to the discretion of the Compensation Committee basedupon the performance of the Company and the Executive and competitive pay practices, it isexpected that the Executive shall receive annually Long Term Incentive Program awards with avalue equal to 200% of Base Salary.          (d) Other Incentive Plans. During the Term, Executive shall be eligible toparticipate, subject to the terms and conditions thereof, in all other incentive plans andprograms, including such cash and deferred bonus programs as may be in effect from time totime with respect to senior executives employed by the Company on as favorable a basis asprovided to other similarly situated senior executives so as to reflect Executive’sresponsibilities.          (e) Pension and Welfare Benefit Plans. During the Term, Executive and Executive’sdependents, as the case may be, shall be eligible to participate in all pension and similarbenefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as wellas all medical and dental, disability, group and executive life, accidental death andtravel accident insurance, and other similar welfare benefit plans and programs of theCompany, subject to the terms and conditions thereof, as in effect from time to time withrespect to senior executives employed by the Company so as to reflect Executive’sresponsibilities.          (f) Perquisites. During the Term, Executive shall be entitled to participate inperquisite programs, as such are made available to senior executives of the Company.          (g) Expenses. During the Term, Executive shall be entitled to receive promptreimbursement for all reasonable expenses incurred by him in accordance with the policiesand practices of the Company as in effect from time to time.          (h) Vacation. During the Term, Executive shall be entitled to paid vacation inaccordance with the policies and practices of the Company as in effect from time to timewith respect to senior executives employed by the Company, but in no event shall suchvacation time be less than four (4) weeks per calendar year.          (i) Certain Amendments. Nothing herein shall be construed to prevent the Companyfrom amending, altering, eliminating or reducing any plans, benefits or programs so long asExecutive continues to receive compensation and benefits consistent with **Sections 3(a)**through **(i)**.
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     4. Termination.          (a) Permanent Disability. Either Executive or the Company may terminate Executive’semployment, after having established Executive’s Permanent Disability, by giving notice of his orits intention to terminate Executive’s employment. For purposes of this Agreement, Executive shallbe deemed to have a “Permanent Disability” for purposes of this Agreement if Executive has anymedically determinable physical or mental impairment that has lasted for a period of not less thansix (6) months in any twelve (12)-month period and that renders Executive unable to perform theduties required under the Agreement. Such determination shall be made by written certification(“**Certificate**”) of Executive’s Permanent Disability by a physician jointly selected by the Companyand the Executive; provided that if the Company and Executive cannot reach agreement on thephysician, the Certification shall be by a panel of physicians consisting of one physician selectedby the Company, one physician selected by the Executive and a third physician jointly selected bythose two physicians.          (b) Cause.          (i) The Company may terminate Executive’s employment at any time for Cause, if Cause asdefined below exists.          (ii) For purposes of this Agreement, “**Cause**” means with respect to Executive theoccurrence of any of the following events:          (A) Executive’s conviction of any felony or other serious crimes;          (B) Executive’s material breach of any of the terms of the Agreement or anyother written agreement or material Company policy to which Executive and theCompany are parties or are bound, if such breach shall be willful and shall continuebeyond a period of twenty (20) days immediately after written notice thereof by theCompany to Executive;          (C) wrongful misappropriation by Executive of any money, assets, or otherproperty of the Company or a client of the Company;          (D) willful actions of failure to act by the Executive which subject theExecutive or the Company to censure by the Securities and Exchange Commission asdescribed in and pursuant to Section 203(e) or 203(f) of the Investment Advisers Actof 1940 or Section 9(b) of the Investment Company Act of 1940 or to censure by astate securities administrator pursuant to applicable state securities laws orregulations;          (E) Executive’s commission of fraud or gross moral turpitude; or          (F) Executive’s continued willful failure to substantially perform Executive’sduties under this Agreement after receipt of written notice thereof and anopportunity to so perform.
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          (iii) Cause shall be determined by the affirmative vote of at least seventy fivepercent (75%) of the members of the Board (excluding the Executive, if a Board member, andexcluding any member of the Board involved in events leading to the Board’s consideration ofterminating Executive for Cause). Executive shall be given twenty (20) days written noticeof the Board meeting at which Cause shall be decided (which notice shall be deemed to benotice of the existence of Cause if Cause is found to exist by the Board), and shall begiven an opportunity prior to the vote on Cause to appear before the Board, with or withoutcounsel, at Executive’s election, to present arguments on his own behalf. The notice toExecutive of the Board meeting shall include a description of the specific reasons for suchconsideration of Cause. The pendency of the notice period described herein shall notprevent or delay the Company’s ability to enforce the Restrictive Covenants containedherein.          (iv) For purposes of this **Section 4(b)**, no act or failure to act, on the part ofExecutive, shall be considered willful if it is done, or omitted to be done, by him in goodfaith and with a reasonable belief that his action or omission was in the best interests ofthe Company.          (c) Good Reason.          (i) Executive may terminate Executive’s employment at any time for Good Reason, if:          (A) (1) An event or condition occurs which constitutes any of **(B)(1)**through**(B)(5)**below; (2) Executive provides the Company with written notice pursuant to**Section ****15(d)** that he intends to resign for Good Reason and such written noticeincludes (I) a designation of at least one of **(B)(1)**through **(B)(5)**below (the“**Designated Section**”) and (II) specifically describes the events or conditionsExecutive is relying upon to satisfy the requirements of the Designated Section(s);(3) as of the twentieth (20th) day following the date notice is given by Executiveto the Company, such events or conditions have not been corrected in all materialrespects; and (4) Executive’s resignation is effective within ninety (90) days ofthe date Executive first has actual knowledge of the occurrence of the first eventor condition upon which Executive relies upon to satisfy any of the DesignatedSection(s).          (B) “**Good Reason**” shall mean the occurrence of any of the following without theexpress written consent of Executive:          (1) any material breach by the Company of the Agreement (including anyreduction in Executive’s Base Salary, Target Bonus opportunity or maximumbonus opportunity);          (2) any material adverse change in the status, position orresponsibilities of Executive, including a change in Executive’s reportingrelationship;
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          (3) assignment of duties to Executive that are materially inconsistentwith Executive’s position and responsibilities described in this Agreement;          (4) the failure of the Company to assign this Agreement to a successorto the Company or failure of a successor to the Company to explicitly assumeand agree to be bound by this Agreement;          (5) requiring Executive to be principally based at any office orlocation more than forty (40) miles from the current offices of the Companyin Naperville, Illinois; or          (6) delivery by the Company of written notice to Executive to cease theautomatic extension provision set forth in Section 1 above.          (d) Termination by Executive Without Good Reason. Executive may, at any time withoutGood Reason, by at least thirty (30) days’ prior notice, voluntarily terminate this Agreementwithout liability.          (e) Termination by the Company Without Cause. The Company may terminate Executive’semployment at any time without Cause.          (f) Notice of Termination. Any termination of Executive’s employment by the Companyfor Permanent Disability or for or without Cause, or by Executive for Disability or for or withoutGood Reason, shall be communicated by a Notice of Termination to the other party hereto given inaccordance with **Section 15(d)**. For purposes of this Agreement, a “**Notice of Termination**” means awritten notice which (i) indicates the specific termination provision in this Agreement reliedupon; (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basisfor termination of Executive’s employment under the provision so indicated; and (iii) specifies theDate of Termination (defined below); provided, such Notice of Termination may be conditional ifcoupled with a notice of the Board’s consideration of “Cause” or Executive’s intention to resignfor “Good Reason,” as the case may be, as provided above.          (g) Date of Termination. “**Date of Termination**” means the date Notice of Terminationis given pursuant to **Section 15(d)**or any later date specified therein; provided, (i) any Notice ofTermination pursuant to **Section 4(a)**shall be effective ninety (90) days after the date given, (ii)any Notice of Termination pursuant to **Section 4(b)**or **Section 4(c)**shall be effective not less thantwenty (20) days after the date given, (iii) any Notice of Termination pursuant to **Section 4(d)**shall be effective not less than thirty (30) days after the date given, and (iv) in every othercase any Notice of Termination shall be effective not more than fifteen (15) days after the dategiven. Executive’s Date of Termination shall be the date of his death if applicable.     5. Obligations of the Company upon Termination. Executive’s entitlements upontermination of employment are set forth below. Except to the extent otherwise provided in thisAgreement, all benefits, including stock option grants, restricted shares, restricted stock unitsand awards under the Long Term Incentive Programs, shall be subject to the terms and conditions ofthe
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plan or arrangement under which such benefits accrue, are granted or are awarded. Forpurposes of this **Section 5**, the term “**Accrued Obligations**” shall mean, as of the Date ofTermination, (i) Executive’s full Base Salary through the Date of Termination, at the rate ineffect at the time Notice of Termination is given (disregarding any reduction constituting GoodReason), to the extent not theretofore paid, (ii) the amount of any bonus, incentive compensation,deferred compensation and other cash compensation earned (and not forfeited hereunder) by Executiveas of the Date of Termination to the extent not theretofore paid, and (iii) any vacation pay,expense reimbursements and other cash entitlements accrued by Executive as of the Date ofTermination to the extent not theretofore paid. For purposes of determining an Accrued Obligationunder this **Section 5**, amounts shall be deemed to accrue ratably over the period during which theyare earned (and not forfeited hereunder), but no discretionary compensation shall be deemed earnedor accrued until it is specifically approved by the Board or the Compensation Committee inaccordance with the applicable plan, program or policy.          (a) Death. If Executive’s employment is terminated by reason of Executive’s death,then this Agreement shall terminate without further obligations by the Company to Executive’s legalrepresentatives under this Agreement, except as set forth in this **Section 5(a)**or as contained inan applicable Company plan or program which takes effect at the date of his death, but in no eventshall the Company’s obligations be less than those provided by this Agreement.          (i) Executive’s Accrued Obligations not theretofore paid;          (ii) from and after the Date of Termination, Executive’s surviving spouse, other namedbeneficiaries or other legal representatives, as the case may be, shall be entitled toreceive those benefits payable to them under the provisions of any plan or program describedin **Section 3**above;          (iii) Executive’s eligible dependents shall receive continuation of medical benefitsupon the same terms as exist immediately prior to the termination of employment for theeighteen (18)-month period immediately following the Date of Termination; and          (iv) all unexercised stock options and all unpaid restricted shares, restricted stockunits and other equity-incentive compensation awards theretofore granted to Executive shallbe vested or forfeited, as the case may be, and any vested stock options shall beexercisable, in accordance with the provisions of the applicable agreement or award.          (b) Permanent Disability. If Executive’s employment is terminated by reason ofExecutive’s Disability, then Executive shall be entitled to receive as of the Date of Termination:          (i) Executive’s Accrued Obligations not theretofore paid;          (ii) disability benefits, if any, at least equal to those then provided by the Companyto disabled executives and their families;          (iii) Executive and Executive’s eligible dependents shall be entitled to receive thosebenefits payable to them under the provisions of any applicable plan or program described in**Section 3**and above and shall receive continuation of medical benefits
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upon the same terms as exist immediately prior to the termination of employment for theeighteen (18) month period immediately following the Date of Termination; and          (iv) all unexercised stock options and all unpaid restricted shares, restricted stockunits and other equity-incentive compensation awards theretofore granted to Executive shallbe vested or forfeited, as the case may be, and any vested stock options shall beexercisable, in accordance with the provisions of the applicable agreement or award.          (c) Cause/Other Than for Good Reason. If Executive’s employment is terminated forCause by the Company or if Executive terminates Executive’s employment without Good Reason, thenthe Company shall pay Executive all Accrued Obligations. All unexercised stock options and allunpaid restricted shares, restricted stock units and other equity-incentive compensation awardstheretofore awarded to Executive shall be vested or forfeited, as the case may be, and any vestedstock options shall be exercisable, in accordance with the provisions of the applicable agreementor award.          (d) Other Than for Cause, Death or Permanent Disability; For Good Reason. If theCompany terminates Executive’s employment other than for Cause or Permanent Disability or ifExecutive terminates; Executive’s employment for Good Reason, then:          (i) The Company shall pay to Executive the following amounts:          (A) Executive’s Accrued Obligations not theretofore paid; and          (B) an amount (subject to reduction as provided in **Section ****5(b)(iv)**) equal toone and one-half (1.5) times the Executive’s Base Salary at the highest annual ratein effect at any time during the twenty-four (24)-month period ending on the datethe Notice of Termination is given, which amount shall be payable in eighteen (18)monthly installments commencing with the month following the Date of Termination(such eighteen (18)-month period, the “**Salary Continuation Period**”);          (C) a pro-rated Target Bonus for the year of termination (which Target Bonus isto be based on the Base Salary used under **paragraph (i)(B)**above), payable at thetime bonuses are paid to other senior executives;          (ii) the Company shall provide to Executive the health and welfare benefits (or, ifsuch benefits are not available, the value thereof in cash) specified in **Section ****3(e)** towhich Executive is entitled as of the Date of Termination during the Salary ContinuationPeriod, provided that the amount of the monthly payments pursuant to **Section ****5(d)(i)****(B)**above shall be reduced by the employee’s portion of the cost of such benefits, whichExecutive would be required to pay if he were actually employed during such period; providedthat, such benefits will cease when such Salary Continuation Period ends, at which time aCOBRA qualifying event shall be deemed to occur;          (iii) all unexercised stock options and all unpaid restricted shares, restricted stockunits and other equity-incentive compensation awards theretofore granted to
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Executive shall be vested or forfeited, as the case may be, and any vested stock options shall beexercisable, in accordance with the provisions of the applicable agreement or award.          (iv) in the event the Executive shall commence employment with or otherwise providecompensated services on a full-time basis during the Salary Continuation Period to anyperson or entity, other than the Company or CAM or in connection with any PermittedActivity, then the Executive shall notify the Company in writing and the monthly paymentsdescribed in paragraph (i)(B) above shall cease, and in lieu of monthly payments thenremaining to be paid, the Company shall pay a lump sum cash payment within ten (10) businessdays to Executive equal to fifty percent (50%) of the aggregate amount of such remainingpayments; and          (v) the compensation and benefits described in this **Section 5(d)**shall be in lieu ofcompensation and benefits provided under any severance plan or agreement of the Company.     (e) Qualified Change of Control.          (i) If (I) Executive is terminated by the Company without Cause or Executive resignsfor Good Reason during the period commencing on a Qualified Change of Control and ending onthe second (2nd) anniversary of the Qualified Change of Control (such two (2) year periodbeing the “**Protection Period**” hereunder) or (II) Executive reasonably demonstrates that suchtermination of employment (or event constituting Good Reason) prior to a Qualified Change ofControl was at the request of a third party who was taking steps reasonably calculated toeffect a Qualified Change of Control and a Qualified Change of Control actually occurs (eacha “**Qualifying Termination**”), then Executive shall be entitled to receive:          (A) a pro-rata annual bonus for the year of termination based on the bonusamount determined under **Section ****5(e)(i)****(B)(II)**below;          (B) an amount in cash equal to three (3) times the sum of (I) Executive’sannual Base Salary (at the highest annual rate in effect at any time during thetwenty-four (24)-month period ending on the date the Notice of Termination is givenand (II) annual Target Bonus (which Target Bonus is to be based on such Base Salary)or if greater, the actual bonus earned with respect to the fiscal year immediatelypreceding the Change in Control, and          (C) continuation of medical benefits and dental until the second anniversary ofthe Date of Termination upon the same terms as exist for Executive immediately priorto the Date of Termination.          (ii) The Company shall continue to have all other rights available hereunder (includingall rights under the Restrictive Covenants and any restrictive covenants set forth in anyplan, award and agreement applicable to Executive, at law or in equity).
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          (iii) The amounts described in **Section ****5(e)(i)****(A)**and **(B)**shall be paid in a lump sumwithin ten (10) days after the Date of Termination. Such amounts or benefits shall not besubject to mitigation or offset, except that medical benefits may be offset by comparablebenefits obtained by Executive in connection with subsequent employment.          (iv) Anything set forth in any equity plan, equity award or any other provision of thisAgreement between the Company and Executive to the contrary notwithstanding, all ofExecutive’s outstanding equity grants shall fully vest upon the occurrence of a QualifiedChange of Control (to the extent not previously vested). In addition, on the Date ofTermination, all options theretofore granted to Executive and not exercised by Executiveshall become fully vested and all other equity-based compensation (including restrictedshares and restricted stock units) granted to Executive prior to the Date of Terminationwhich had not vested shall become fully vested and non-forfeitable, and shall be exercisableor payable in accordance with the terms of the applicable award or agreement.          (v) “**Qualified Change of Control**” shall be deemed to have occurred in the event thatany person, entity or group shall become the beneficial owner of such number of shares ofClass A and/or Class B Common Stock, and/or any other class of stock of CAM, thenoutstanding that is entitled to vote in the election of directors (or is convertible intoshares so entitled to vote) as together possess more than fifty percent (50%) of the votingpower of all of the then outstanding shares of all such classes of voting stock of CAM soentitled to vote. For purposes of the preceding sentence, “person, entity or group” shallnot include (i) any employee benefit plan of the Company or (ii) the Calamos Family; and forpurposes of this paragraph (v) “group” shall mean persons who act in concert as described inSection 14(d)(2) of the 1934 Act and “Calamos Family” shall mean John P. Calamos, Sr., NickP. Calamos and/or John P. Calamos, Jr., and their respective spouses and lineal descendants,and each corporation, trust or other entity controlled by any of the foregoing individuals.          (vi) The compensation and benefits described in **Section ****5(e)** shall be in lieu ofcompensation and benefits provided otherwise for a termination under **Section ****5(d)** of thisAgreement and any other severance plan or agreement of the Company.          (f) General Release. Executive acknowledges and agrees that Executive’s right toreceive severance pay and other benefits pursuant to **Section 5(d)**or **(e)**of this Agreement (otherthan his Accrued Obligations) is contingent upon Executive’s compliance with the RestrictiveCovenants set forth in **Section 11**of this Agreement and Executive’s execution and acceptance of theterms and conditions of, and the effectiveness of, a general release in a form substantiallysimilar to that attached hereto as **Exhibit A**with such changes as may be necessary underthen-existing law (the “**Release**”). If Executive fails to comply with the covenants set forth in**Section 11**or if Executive fails to execute the Release or revokes the Release during the seven(7)-day period following his execution of the Release, then Executive shall not be entitled to anyseverance payments or other benefits to which Executive would otherwise be entitled under **Section5(d)**or **(e)**.
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     6. Additional Payments. If it is determined that any amount, right or benefit paid orpayable (or otherwise provided or to be provided) to Executive by the Company or any of itsaffiliates under this Agreement or any other plan, program or arrangement under whichExecutive participates or is a party (collectively, the “**Payments**”), would constitute an “excessparachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, asamended from time to time (the “**Code**”), subject to the excise tax imposed by Section 4999 of theCode, as amended from time to time (the “**Excise Tax**”), then Executive shall be entitled to receivean additional payment from the Company (a “**Gross-Up Payment**”) in an amount such that, after paymentby Executive of all taxes (including any interest or penalties imposed with respect to such taxes),including any income and employment taxes (and any interest and penalties imposed with respectthereto) and Excise Tax imposed upon the Gross-Up Payment (and any interest and penalties imposedwith respect thereto), Executive retains an amount of the Gross-Up Payment equal to the Excise Tax(including any interest and penalties imposed with respect thereto) imposed upon the Payments. Alldeterminations required to be made under this **Section 6**, including whether and when a Gross-UpPayment is required, the amount of such Gross-Up Payment and the assumptions to be utilized inarriving at such determination, shall be made by an independent, nationally recognized accountingfirm mutually acceptable to the Company and Executive (the “**Auditor**”). The Auditor shall providedetailed supporting calculations to both the Company and Executive within fifteen (15) businessdays of the receipt of notice from Executive or the Company that there has been a Payment, or suchearlier time as is requested by the Company. All fees and expenses of the Auditor shall be paid bythe Company. Any Gross-Up Payment, as determined pursuant to this **Section 6**, shall be paid by theCompany to Executive within five (5) days of the receipt of the Auditor’s determination. Alldeterminations made by the Auditor shall be binding upon the Company and Executive; provided thatif, notwithstanding the Auditor’s initial determination, the Internal Revenue Service (or otherapplicable taxing authority) determines that an additional Excise Tax is due with respect to thePayments, then the Auditor shall recalculate the amount of the Gross-Up Payment based upon thedeterminations made by the Internal Revenue Service (or other applicable taxing authority) aftertaking into account any additional interest and penalties (the “**Recalculated Amount**”) and theCompany shall pay to Executive the excess of the Recalculated Amount over the Gross-Up Paymentinitially paid to Executive within five (5) days of the receipt of the Auditor’s recalculation ofthe Gross-Up Payment.     7. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limitExecutive’s continuing or future participation in any benefit, bonus, incentive or other plan orprogram provided by the Company and for which Executive may qualify, nor shall anything hereinlimit or otherwise affect such rights as Executive may have under any stock option, restrictedshares or other agreement with the Company or any of its affiliated companies. Except as otherwiseprovided herein, amounts and benefits which are vested benefits or which Executive is otherwiseentitled to receive under any plan, program, agreement or arrangement of the Company at orsubsequent to the Date of Termination shall be payable in accordance with such plan or program.     8. No Set-Off; No Mitigation. Except as provided herein, the Company’s obligation tomake the payments provided for in this Agreement and otherwise to perform its obligations hereundershall not be affected by any circumstances, including any set-off, counterclaim, recoupment,defense or other right which the Company may have against Executive or others. In no event shallExecutive be obligated to seek other employment or take any other action by way of
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mitigation ofthe amounts payable to Executive under any of the provisions of this Agreement, andsuch amounts shall not be reduced whether or not Executive obtains other employment except asprovided in **Section 5(d)(iv)**.     9. Arbitration of Disputes. Except as set forth in **Section 11(g)**, any controversy orclaim arising out of or related to (A) this Agreement, (B) the breach thereof or (C) Executive’semployment with the Company or the termination of such employment shall be settled by arbitrationin Chicago, Illinois, before a single arbitrator administered by the American ArbitrationAssociation (“**AAA**”) under its National Rules for the Resolution of Employment Disputes, effectiveas of January 1, 2004 (the “**Employment Rules**”), and judgment on the award rendered by thearbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing,Rule R-34 of the AAA’s Commercial Arbitration Rules amended and restated as of July 1, 2003(instead of Rule 27 of the Employment Rules), shall apply to interim measures. References hereinto any arbitration rule(s) shall be construed as referring to such rule(s) as amended or renumberedfrom time to time and to any successor rules. References to the AAA include any successororganization.     10. 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, with respect to the subject matter hereof, including the termination ofExecutive’s employment during the Term and all amounts to which Executive shall be entitled whetherduring the Term or thereafter and any restrictive covenants to which Executive may be subject.Executive also acknowledges and agrees that Executive’s right to receive severance pay and otherbenefits pursuant to **Section ****5(d)(i)****(B)**, **Section ****5(d)(ii)**, **Section ****5(d)(iv)**, and **Section ****5(e)(i)****(B)**and **(C)**of this Agreement is contingent upon Executive’s compliance with the Restrictive Covenantsset forth in **Section 11**of this Agreement.     11. Executive’s Covenants.          (a) Executive’s Acknowledgment. Executive agrees and acknowledges that in order toassure the Company that it will retain its value and that of the Business as a going concern, it isnecessary that Executive not utilize special knowledge of the Business and its relationships withcustomers to compete with the Company. For purposes of this Agreement, “**Business**” means theprovision of investment management, investment advisory, portfolio management, financial analysis,research or similar services relating to the investment of international or domestic equity or debtsecurities or other activities or services of the type provided by the Company or its affiliates toits clients on a worldwide basis including, without limitation, open-end and closed-end, registeredand unregistered, investment companies (“**Funds**”), and the direct and indirect sale and/ordistribution of equity interests in the Funds; and “**Competing Activity**” or “**Competing Activities**”means engaging in the Business. Executive further acknowledges that:          (i) the Company is and will be engaged in the Business during the Term and thereafter;          (ii) Executive will occupy a position of trust and confidence with the Company, andduring the Term, Executive will become familiar with the Company’s trade secrets and withother proprietary and Confidential Information concerning the Company and the Business;
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          (iii) the agreements and covenants contained in this **Section 11**are essential toprotect the Company, the near permanent client relationships and the goodwill of theBusiness and compliance with such agreements and covenants will not impair Executive’sability to procure subsequent and comparable employment; and          (iv) Executive’s employment with the Company has special, unique and extraordinaryvalue to the Company and the Company would be irreparably damaged if Executive were toprovide services to any person or entity in violation of the provisions of this Agreement.          (b) Confidential Information. For purposes of this Agreement, “ConfidentialInformation” shall mean trade secrets and other proprietary information concerning the products,processes or services of the Company or any of its affiliates, which information (i) has not beenmade generally available to the public, and is useful or of value to Company’s current oranticipated business activities or of those of any affiliate or client of Company or (ii) has beenidentified to Executive as confidential, either orally or in writing, including but not limited to,computer programs; research and other statistical data and analyses; marketing, organizational orother research and development, or business plans; personnel information, including the identity ofother Executives of the Company, their responsibilities, competence, abilities, and compensation;financial, accounting and similar records of Company, its affiliates and/or any Fund or accountmanaged by the Company or its affiliates (such Funds or accounts referred to herein as “**CompanyFunds**”); current and prospective client lists and information on clients and their Executives;client investment objectives, the nature of their investment portfolios and contractual agreementswith the Company or its affiliates; information concerning planned or pending investment products,acquisitions or divestitures; and information concerning the marketing and/or sale or distributionof equity interests in the Funds. Confidential Information shall not include information which:(a) is in or hereafter enters the public domain through no fault of Executive; (b) is obtained byExecutive from a third party having the legal right to use and disclose the same; or (c) is in thepossession of Executive prior to receipt from the Company (as evidenced by Executive’s writtenrecords pre-dating the date of employment). All notes, reports, plans, published memoranda orother documents created, developed, generated or held by Executive during employment, concerning orrelated to the Company’s or its affiliates business, and whether containing or relating toConfidential Information or not, and all tangible personal property of the Company or itsaffiliates entrusted to Executive or in Executive’s direct or indirect possession or control, arethe property of the Company, and will be promptly delivered to the Company and not thereafter usedby Executive upon termination of Executive’s employment for any reason whatsoever.          (c) Non-Disclosure. Executive agrees that during employment with the Company(including any employment following the Term) and at all times thereafter, Executive shall notreveal to any competitor or other person or entity (other than current employees of the Company)any Confidential Information regarding Clients (as defined herein) that Executive obtains whileperforming services for the Company, except as may be required in Executive’s reasonable judgmentto fulfill his duties hereunder.          (d) Non-Compete. Except as otherwise provided below or approved by the CompensationCommittee in writing, during the term of Executive’s employment with the Company
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and, after such termination of employment, for a period after such termination ending upon theeighteen (18)-month anniversary of the Date of Termination (such period the “**Post-TerminationNon-Compete Period**”), Employee shall not engage in, or own or control any interest in, or act as anofficer, director or employee of, or consultant, advisor or lender to any firm, corporation,institution, business or entity (each an “Entity”) directly or indirectly engaged in the Business.          (e) “Calamos” Name. Employee understands that Company’s name, the name of any Fundsand accounts managed by the Company (such proprietary Funds, accounts and any other client accountmanaged by the Company, the “Company Accounts”) and the investment performance of any CompanyAccount and Company’s relationships with its clients and employees are extremely valuable and arethe result of the expenditure of substantial time, effort and resources by the Company. Therefore,during the period of Executive’s employment and the Post-Termination Non-Compete Period, Employeeagrees that he will not, directly or indirectly, on his or her behalf or another’s behalf:          (i) solicit the Company’s or its affiliates’ clients to provide, offer to provide, orprovide to any such clients, services or products of the kind generally offered or providedby Company or its affiliates; or          (ii) solicit, induce or encourage any person who is then in the employ of the Companyto leave his or her employment, agency or office with Company, or employ or be employed withany such person or persons, for the purpose of providing or offering to provide, services orproducts of the kind generally offered by Company or its affiliates; or          (iii) refer to the Company, “Calamos”, “Calamos Investments” or “Calamos AssetManagement” or any other name used by the Company, any Company Account or the investmentperformance thereof, or Executive’s prior association with the Company or its affiliates orany Company Account in any public filing or in any advertisement or marketing of any serviceor product which is a Competing Activity; or          (iv) maintain a relationship of the type described in paragraph (d) above with anyEntity which refers to the Company, any Company Account or the investment performancethereof, or Executive’s prior association with Company or any Company Account in any publicfiling or in any advertisement or marketing of any service or product which is a CompetingActivity.          (f) Notwithstanding the foregoing, nothing in paragraph (d) or (e) of this **Section 11**shallprohibit Executive from engaging in Permitted Activities or prohibit Executiveor any other personor Entity from referring to information described in said paragraphs, provided such reference isnot made in advertising or marketing in newspapers, magazines, trade journals or other publicmedia, or direct advertising or marketing materials, and such information is limited to the extentthat (i) such information is contained in any SEC filings previously made by the Company or (ii)reference to such information is otherwise required by law. The Company and Employee agree that,based on applicable rules, regulations and court decisions in effect as of the date this Agreementis entered into, information relating to the investment performance of any Company Account is notinformation reference to which “is otherwise required by law” within the meaning of said clause(ii). During the Post-Termination Non-Compete Period, nothing in paragraph (d) of this
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**Section 11**shall prohibit Executive from directly or indirectly owning or controlling any interest in, oracting as an officer, director, employee, consultant or advisor of, or otherwise rendering servicesto any Entity which is directly or indirectly involved in Competing Activities, if, prior tocommencing such relationship, Executive has delivered to such Entity a copy of **Section**11 of thisAgreement and then, for only for so long as Executive (A) complies with his other obligations underthis Agreement; (B) does not directly or indirectly take or otherwise participate in or assist suchEntity with respect to any acts or actions described in **Section 11(e);**and (C) upon request of theCompany, provides the Company with a written representation of his compliance with his obligationsand restrictions set forth in this Agreement and such other information as is reasonably requestedby the Company to demonstrate such compliance by Executive. In addition, **Section 11**shall notprohibit Executive from being a passive owner of not more than an aggregate of two percent (2%) ofthe outstanding shares of any class of securities of an Entity which is publicly traded, so long asExecutive does not have any active participation in the business of such Entity.          (g) Non-Exclusive Remedy for Restrictive Covenants. Executive acknowledges and agreesthat the covenants set forth in this **Section 11**(collectively, the “**Restrictive Covenants**”) arereasonable and necessary for the protection of the Company’s business interests, that irreparableinjury will result to the Company if Executive breaches any of the terms of the RestrictiveCovenants, and that in the event of Executive’s actual or threatened breach of any such RestrictiveCovenants, the Company will have no adequate remedy at law. Executive accordingly agrees that inthe event of any actual or threatened breach by him of any of the Restrictive Covenants, theCompany shall be entitled to immediate temporary injunctive and other equitable relief, without thenecessity of showing actual monetary damages or the posting of bond. Nothing contained hereinshall be construed as prohibiting the Company from pursuing any other remedies available to it forsuch breach or threatened breach, including the recovery of damages. The duration of a RestrictiveCovenant shall be extended by such time during which such breach or threatened breach continueswithout cure by Executive.     12. Indemnification.          (a) The Company agrees that if Executive is made a party to or involved in, or is threatenedto be made a party to or otherwise to be involved in, any action, suit or proceeding, whethercivil, criminal, administrative or investigative (a “**Proceeding**”), by reason of the fact that he isor was a director, officer or employee of the Company or is or was serving at the request of theCompany as a director, officer, member, employee or agent of another corporation, limited liabilitycorporation, partnership, joint venture, trust or other enterprise, including service with respectto employee benefit plans, whether or not the basis of such Proceeding is Executive’s allegedaction in an official capacity while serving as a director, officer, member, employee or agent,Executive shall be indemnified and held harmless by the Company against any and all liabilities,losses, expenses, judgments, penalties, fines and amounts reasonably paid in settlement inconnection therewith, and shall be advanced reasonable expenses (including attorneys’ fees) as andwhen incurred in connection therewith, to the fullest extent legally permitted or authorized by theCompany’s By-laws or, if greater, by the laws of the State of Delaware, as may be in effect fromtime to time. The rights conferred on Executive by this **Section 12(a)**shall not be exclusive ofany other rights which Executive may have or hereafter acquire under any statute, the By-laws,agreement, vote ofstockholders or disinterested directors, or otherwise. The indemnification and advancement of
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expenses provided for by this **Section 12**shall continue as to Executive after he ceases to be adirector, officer or employee and shall inure to the benefit of his heirs, executors andadministrators.          (b) During the Term and thereafter for the duration of any statute of limitations or otherperiod during which a claim might be successfully brought against Executive, Executive shall becovered to the same extent as directors by any directors’ and officers’ liability insurance policymaintained by the Company from time to time.     13. Successors.          (a) This Agreement is personal to Executive and, without the prior written consent of theCompany, shall not be assignable by Executive otherwise than by will or the laws of descent anddistribution. This Agreement shall inure to the benefit of and be enforceable by Executive’s legalrepresentatives.          (b) This Agreement shall inure to the benefit of and be binding upon the Company and itssuccessors. It shall not be assignable by the Company or its successors except in connection withthe sale or other disposition of all or substantially all the assets or business of the Company.The Company shall require any successor to all or substantially all of the business or assets ofthe Company, whether direct or indirect, by purchase, merger, consolidation, acquisition of stock,or otherwise, by an agreement in form and substance reasonably satisfactory to Executive, expresslyto assume and agree to perform this Agreement in the same manner and to the same extent as theCompany would be required to perform if no such succession had taken place.     14. Amendment; Waiver. This Agreement contains the entire agreement between theparties with respect to the subject matter hereof and may be amended, modified or changed only by awritten instrument executed by Executive and the Company. No provision of this Agreement may bewaived except by a writing executed and delivered by the party sought to be charged. Any suchwritten waiver will be effective only with respect to the event or circumstance described thereinand not with respect to any other event or circumstance, unless such waiver expressly provides tothe contrary.     15. Miscellaneous.          (a) The provisions of **Section 5**(Obligations of the Company upon Termination), **Section 8**(NoSet-Off; No Mitigation), **Section 9**(Arbitration of Disputes), **Section 11**(Executive’s Covenants),**Section 12**(Indemnification), **Section 13**(Successors), **Section 14**(Amendment; Waiver) and this**Section 15(a)**shall survive the termination Executive’s employment with the Company for any reason,or the expiration of the Term of the Agreement pursuant to **Section 1**, and shall thereafter remainin full force and effect.          (b) In the event of any inconsistency between this Agreement and any other agreement, plan,program, policy or practice (collectively, “**Other Provision**”) of the Company, the terms of thisAgreement shall control unless such Other Provision provides otherwise by a specific reference tothis **Section 15(b)**.
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          (c) This Agreement shall be governed by and construed in accordance with the laws of the Stateof Illinois (except **Section 12**which shall be governed by the laws of the State of Delaware),without reference to principles of conflict of laws. The captions of this Agreement are not partof the provisions hereof and shall have no force or effect.          (d) All notices, demands or other communications to be given or delivered under or by reasonof the provisions of this Agreement shall be in writing and shall be deemed to have been duly given(i) the following business day after deposit from within the United States with a reputable expresscourier service (charges prepaid), (ii) three (3) days after mailing by certified or registeredmail, return receipt requested and postage prepaid, or (iii) upon receipt in all other cases. Suchnotices, demands and other communications shall be sent to the addresses indicated below:If to the Company:Calamos Financial Services LLC