Exhibit 10.1**[Execution Copy]****TRANSITION AGREEMENT**     THIS TRANSITION AGREEMENT (the “**Agreement**”) is entered into as of August 7, 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 Patrick H. Dudasik (“**Executive**”).RECITALS     WHEREAS, the Executive has been employed by the Company or its predecessor since 2001 andcurrently serves as Executive Vice President, Chief Operating Officer, Chief Financial Officer andTreasurer of the Company;     WHEREAS, Executive has advised the Company of his desire to retire from the Company some timein 2008;     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 continued employment with the Company, his separation from employment and therights and duties of the parties after entering 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****.**During the period beginning on the Effective Date and ending on theearlier of: (a) a date mutually agreed to by the Executive and the Company, (b) a date determinedby the Company and communicated to the Executive with no less than seven (7) days advance writtennotice, (c) the date of the Executive’s death or (d) March 10, 2008 (such period referred to as the“**Transition Period**”), subject to the following sentence, the Executive will continue to have thesame titles, duties and responsibilities as he has as of the Effective Date (other than those ofChief Operating Officer, which shall be promptly transitioned by Executive at the direction of thePresident and Chief Executive Officer) and shall also assist the Company with respect to theidentification of, and the transition of his duties to, his successor as the Company’s ChiefFinancial Officer. The Company and Executive acknowledge that during the Transition Period,Executive’s titles, duties and responsibilities will be those of Chief Financial Officer, and maybe changed as the Company’sPresident and Chief Executive Officer may determine, such that Executive’s position as
 

 
ChiefFinancial Officer may end if, as and when the Board elects a new Chief Financial Officer, in whichcase the Executive shall assume employment duties as an advisor to the Company with respect to suchpositions. The Executive’s employment shall terminate as of the last day of the Transition Period.     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 faithfully discharge the duties andremain in the employ of the Company as described above through the last day of the TransitionPeriod, the Company will provide Executive with the following compensation and benefits; provided,further, that Executive timely signs and returns this Agreement and the release attached as ExhibitA hereto, and timely signs and returns the identical general release, pursuant to Paragraph 8below:          (a) Base Salary and Benefit Plan Participation. During the Transition Period, theExecutive will continue to (i) receive his Base Salary as in effect on the Effective Date and (ii)participate in the pension and welfare benefit plans, perquisite programs, expense reimbursementand vacation policies pursuant to the Employment Agreement.          (b) 2007 Annual Bonus. Executive shall receive a bonus under the Annual Bonus Programfor 2007 in an amount equal to that percentage of his Target Bonus which is equal to the averagepercentage of Target Bonus paid to the Company’s other senior officers under the Annual BonusProgram with respect to 2007. The bonus will be paid at such time as the 2007 annual bonus is paidto the Company’s senior executive officers, and in all events no later than March 15, 2008. In theevent the last day of the Transition Period occurs prior to December 31, 2007, the amount describedin this paragraph (b) will be prorated based on the portion of 2007 which has elapsed as of thelast day of the Transition Period.          (c) 2008 Annual Bonus. Executive shall receive a pro rata bonus for 2008 based on 80%of his Target Bonus for 2007 and the portion of 2008, if any, which has elapsed as of the last dayof the Transition Period. The prorated bonus will be paid within five days of the last day of theTransition Period.          (d) Retirement Payment. Within five (5) days of the last day of the Transition Periodand in no event later than March 15, 2008, the Company will pay to Executive a retirement paymentequal to $2,710,000.     4. **Effect of Termination of Employment Prior to Last Day of Transition Period or Breach byExecutive****.**In the event Executive’s employment terminates prior to the last day of theTransition Period due to Executive’s voluntary resignation, or in the event Executive breaches hispromises hereunder, including those set forth in Section 3, then none of the amounts described inParagraphs 3(b), (c) and (d) shall be payable to Executive.     5. **No Additional Entitlements; Cancellation of Equity Awards****.**Executive understandsand acknowledges that he will have no further entitlements, other than those included inthis Agreement and except with respect to rights, if any, that have vested as of the last dayof his employment under the Company’s pension or welfare plans, rights to maintain COBRA coverage,
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and such 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 grants or awards under the Long Term Incentive Programs and all ofthe stock options and restricted stock units held by Executive shall be cancelled and forfeited asof the Effective Date and shall not hereafter vest or become exercisable..     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.     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, August 10, 2007, and (ii) the Executiveexecuting and delivering to the Company on the last day of the Transition Period a release ofclaims 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 during the Transition Period or thereafter; provided,however, the Company and Executive acknowledge and agree that the provisions of **Section 9**(Arbitration of Disputes), **Section 11**(Executive’s Covenants), **Section 12**(Indemnification),**Section 13**(Successors), **Section 14**(Amendment; Waiver) and paragraphs **1****5(c)****through****15(i)** of theEmployment Agreement shall continue to apply to the Company and Executive as if fully set forth inthis 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: President and Chief Executive Officer                  **EXECUTIVE**           /s/Patrick H. Dudasik       
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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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