exv10w1






Exhibit 10.1


[As adopted 10/26/04 and amended 05/22/09]




CALAMOS ASSET MANAGEMENT, INC.




INCENTIVE COMPENSATION PLAN









 









 











Table of Contents




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 	1.	 	 	PURPOSE OF PLAN
	 	 	1	 
	 	2.	 	 	TERM OF PLAN
	 	 	1	 
	 	3.	 	 	STOCKHOLDER APPROVAL
	 	 	1	 
	 	4.	 	 	ADMINISTRATION
	 	 	1	 
	 	5.	 	 	ELIGIBILITY AND PARTICIPATION
	 	 	3	 
	 	6.	 	 	SHARES SUBJECT TO PLAN
	 	 	3	 
	 	7.	 	 	MAXIMUM INDIVIDUAL AWARDS
	 	 	5	 
	 	8.	 	 	AWARDS
	 	 	5	 
	 	9.	 	 	CHANGE IN CONTROL
	 	 	7	 
	 	10.	 	 	AMENDMENT AND TERMINATION
	 	 	7	 
	 	11.	 	 	MISCELLANEOUS
	 	 	8	 
	 	12.	 	 	DEFINITIONS
	 	 	10	 






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CALAMOS ASSET MANAGEMENT, INC.




INCENTIVE COMPENSATION PLAN




1. PURPOSE OF PLAN




     1.1 Purpose. The purpose of the Plan is to motivate certain Employees, Nonemployee Directors
and Consultants to put forth maximum efforts toward the growth, profitability, and success of the
Company and Subsidiaries by providing incentives to such Employees, Nonemployee Directors and
Consultants either through cash payments and/or through the ownership and performance of the Common
Stock. In addition, the Plan is intended to provide incentives that will attract and retain highly
qualified individuals as Employees, Nonemployee Directors and Consultants, and to assist in
aligning the interests of such Employees, Nonemployee Directors and Consultants with the interests
of the Stockholders of the Company.



2. TERM OF PLAN




     2.1 Term. The Plan shall be effective as of the Effective Date and, unless sooner terminated
by the Board under Section 10 below, shall terminate when all shares of Common Stock subject to the
Plan have been issued according to the provisions herein; provided, however, in no event may an
Award be granted under the Plan after the tenth (10th) anniversary of the Effective Date.



3. STOCKHOLDER APPROVAL




     3.1 Stockholder Approval. The Plan was approved by the stockholders of the Company on October
26, 2004.



     3.2 Plan Amendment. Any amendment to the Plan that is determined to be a “material amendment”
(or word(s) of similar effect) under the rules of the Nasdaq Stock Market or the exchange or system
on which the Company’s Common Stock is then listed shall be approved by stockholders before such
amendment shall be effective.



     3.3 Repricings Subject to Stockholder Approval. Any amendment, revision or other change to an
outstanding Award that is determined to be a “repricing” (or word(s) of similar effect) under the
rules of the Nasdaq Stock Market or the exchange or system on which the Company’s Common Stock is
then listed shall be approved by stockholders before such amendment, revision or other change shall
be effective.



4. ADMINISTRATION




     4.1 Responsibility. The Committee shall have the responsibility, in its sole discretion, to
control, operate, manage and administer the Plan in accordance with its terms.



     4.2 Award Agreement. Each Award granted under the Plan shall be evidenced by an Award
Agreement.



 









 





     4.3 Authority of the Committee. The Committee shall have all the discretionary authority that
may be necessary or helpful to enable it to discharge its responsibilities with respect to the
Plan, including but not limited to the following:




     (a) to determine eligibility for participation in the Plan;




     (b) to determine eligibility for and the type and size of an Award granted under the
Plan;




     (c) to grant Awards and to determine the terms of each Award Agreement, and any
amendments or modification thereof;




     (d) to establish objectives and conditions for earning amounts under an Award and to
determine whether and to what extent such objectives and conditions have been met;




     (e) to supply any omission, correct any defect, or reconcile any inconsistency in the
Plan in such manner and to such extent as it shall deem appropriate in its sole discretion
to carry the same into effect;




     (f) to issue administrative guidelines as an aid to administer the Plan and make
changes in such guidelines as it from time to time deems proper;




     (g) to make rules for carrying out and administering the Plan and make changes in such
rules as it from time to time deems proper;




     (h) to the extent permitted under the Plan, grant waivers of Plan terms, conditions,
restrictions, and limitations;




     (i) to accelerate the Vesting of any Award when such action or actions would be in the
best interest of the Company;




     (j) to grant Awards in replacement of Awards previously granted under this Plan or any
other executive compensation plan of the Company; and




     (k) to take any and all other actions it deems necessary or advisable for the proper
operation or administration of the Plan.



     4.4 Action by the Committee. The Committee may act only by a majority of its members. Any
determination of the Committee may be made, without a meeting, by a writing or writings signed by
all of the members of the Committee. In addition, the Committee may authorize any one or more of
its members to execute and deliver documents on behalf of the Committee.



     4.5 Delegation of Authority. The Committee may delegate to one or more of its members, or to
one or more agents, such administrative duties as it may deem advisable; provided, however, that
any such delegation shall be in writing. In addition, the committee may delegate to the Company’s
Chief Executive Officer or to other Company officers its authority



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under this Section 4, provided that such delegation shall not extend to the grant of Awards or
the exercise of discretion with respect to Awards to employees who are covered employees under Code
Section 162(m) or officers under Section 16 of the Exchange Act. The Committee, or any person to
whom it has delegated duties under this Section 4.5, may employ one or more persons to render
advice with respect to any responsibility the Committee or such person may have under the Plan.
The Committee may employ such legal or other counsel, consultants and agents as it may deem
desirable for the administration of the Plan and may rely upon any opinion or computation received
from any such counsel, consultant or agent. Expenses incurred by the Committee in the engagement
of such counsel, consultant or agent shall be paid by the Company, or the Subsidiary whose
employees have benefited from the Plan, as determined by the Committee.



     4.6 Determinations and Interpretations by the Committee. All determinations and
interpretations made by the Committee shall be binding and conclusive on all Participants and their
heirs, successors, and legal representatives.



     4.7 Liability. No member of the Board, no member of the Committee and no employee of the
Company shall be liable for any act or failure to act hereunder, except in circumstances involving
his or her bad faith, gross negligence or willful misconduct, or for any act or failure to act
hereunder by any other member or employee or by any agent to whom duties in connection with the
administration of the Plan have been delegated.



     4.8 Indemnification. The Company shall indemnify members of the Committee and any agent of
the Committee who is an employee of the Company, against any and all liabilities or expenses to
which they may be subjected by reason of any act or failure to act with respect to their duties on
behalf of the Plan, except in circumstances involving such person’s bad faith, gross negligence or
willful misconduct.



5. ELIGIBILITY AND PARTICIPATION




     5.1 Eligibility. All Employees, all Nonemployee Directors and all Consultants shall be
eligible to participate in the Plan and to receive Awards.



     5.2 Participation. Participants shall consist of such Employees, Nonemployee Directors and
Consultants as the Committee in its sole discretion designates to receive Awards under the Plan.
Designation of a Participant in any year shall not require the Committee to designate such person
or entity to receive an Award in any other year or, once designated, to receive the same type or
amount of Award as granted to the Participant in any other year. The Committee shall consider such
factors as it deems pertinent in selecting Participants and in determining the type and amount of
their respective Awards.



6. SHARES SUBJECT TO PLAN




     6.1 Available Shares.




     (a) Subject to adjustment as provided in Section 6.2 below, the aggregate number of
shares of Common Stock which shall be available for issuance or payments of Awards under the
Plan during its term shall be 10,000,000 shares. Such



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shares of Common Stock available for issuance under the Plan may be either authorized
but unissued shares, shares of issued stock held in the Company’s treasury, or both, at the
discretion of the Company, and subject to any adjustments made in accordance with Section
6.2 below. To the extent shares of Common Stock underlying Awards are not issued by reason
of the expiration, forfeiture lapse or cancellation, of such Awards, by reason of the
tendering or withholding of shares in payment of exercise price or payment of withholding
tax obligations relating to an Award, or otherwise without the issuance or delivery of all
of the shares covered by such Award, then such shares shall again be available for issuance
or payments of Awards under the Plan. Awards that are payable only in cash are not subject
to this Section 6.1.




     (b) Shares of Common Stock issued in connection with Awards that are assumed, converted
or substituted pursuant to a merger, acquisition or similar transaction entered into by the
Company or any of its Subsidiaries shall not reduce the number of shares available for
issuance under this Plan.




     (c) Subject to adjustment as provided in Section 6.2 below, the following limitations
shall apply to Awards under the Plan:




     (i) Except as provided in clause (ii), all of the shares that may be issued
under this Plan may be issued pursuant to any type of Award granted under this Plan.




     (ii) The number of shares of that may be issued under this Plan pursuant to
Stock Options which are Incentive Stock Options shall be limited to 10,000,000.



     6.2 Adjustment to Shares. If there is any change in the Common Stock of the Company, through
merger, consolidation, reorganization, recapitalization, stock dividend, stock split, reverse stock
split, split-up, split-off, spin-off, combination of shares, exchange of shares, dividend in kind
or other like change in capital structure or distribution (other than normal cash dividends) to
Stockholders of the Company, an adjustment shall be made to each outstanding Award so that each
such Award shall thereafter be with respect to or exercisable for such securities, cash and/or
other property as would have been received in respect of the Common Stock subject to such Award had
such Award been paid, distributed or exercised in full immediately prior to such change or
distribution. Such adjustment shall be made successively each time any such change shall occur.
In addition, in the event of any such change or distribution, in order to prevent dilution or
enlargement of Participants’ rights under the Plan, the Committee shall have the authority to
adjust, in an equitable manner, the number and kind of shares that may be issued under the Plan, in
accordance with the limitations set forth in Sections 6.1 and 7.1, the number and kind of shares
subject to outstanding Awards, the exercise price applicable to outstanding Stock Options, and the
Fair Market Value of a Share of the Common Stock and other value determinations applicable to
outstanding Awards. Appropriate adjustments may also be made by the Committee in the terms of any
Awards granted under the Plan to reflect such changes or distributions and to modify any other
terms of outstanding Awards on an equitable basis, including modifications of performance goals and
changes in the length of performance periods; provided, however, that with respect to
performance-based



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Awards, such modifications and/or changes do not disqualify compensation attributable to such
Awards as “performance-based compensation” under Code Section 162(m). In addition, the Committee
is authorized to make adjustments to the terms and conditions of, and the criteria included in,
Awards in recognition of unusual or nonrecurring events affecting the Company or the financial
statements of the Company, or in response to changes in applicable laws, regulations, or accounting
principles. Notwithstanding anything contained in the Plan, any adjustment with respect to an ISO
due to a change or distribution described in this Section 6.2 shall comply with the rules of Code
Section 424(a), and in no event shall any adjustment be made which would render any ISO granted
hereunder other than an incentive stock option for purposes of Code Section 422.



7. MAXIMUM INDIVIDUAL AWARDS




     7.1 Maximum Aggregate Number of Shares Underlying Stock-Based Awards Granted Under the Plan to
Any Single Participant. The maximum aggregate number of shares of Common Stock underlying all
Awards measured in shares of Common Stock (whether payable in Common Stock, cash or a combination
of both) that may be granted to any single Participant during any one calendar year shall be
1,000,000 shares, subject to adjustment as provided in Section 6.2 above. For purposes of the
preceding sentence, such Awards that are cancelled or repriced shall continue to be counted in
determining such maximum aggregate number of shares of Common Stock that may be granted to any
single Participant during the life of the Plan.



     7.2 Maximum Dollar Amount Underlying Cash-Based Awards Granted Under the Plan to Any Single
Participant. The maximum dollar amount that may be earned by any single Participant with respect
to all Awards measured in cash (whether payable in Common Stock, cash or a combination of both)
during any one calendar year shall be $10,000,000. Any amount earned with respect to which
performance is measured over a period greater than one year shall be deemed to have been earned
ratably over the full and partial calendar years in such period.



8. AWARDS




     8.1 Type of Awards. The Committee may, in its sole discretion, grant the following Awards to
Employees, Nonemployee Directors and Consultants:




     (a) Stock Options;




     (b) Stock Appreciation Rights (SARs);




     (c) Stock Awards;




     (d) Stock Units;




     (e) DERs;




     (f) Cash Award; or



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     (g) any other type of Award that is not inconsistent with the Plan.



     8.2 Award Terms and Conditions. The Committee, in its sole discretion, shall determine all of
the terms and conditions of each Award, including but not limited to the following:




     (a) exercise price or purchase price, provided that the exercise price or purchase
price with respect to Stock Options and SARs shall not be less than 100% of the Fair Market
Value of a Share of the Common Stock on the date of grant;




     (b) method of exercise;




     (c) vesting;




     (d) term and or expiration of the Award;




     (e) effects of termination of Participant’s employment or service;




     (f) change-in-control Vesting and other effects of a change in control;




     (g) qualification of a Stock Option as an ISO;




     (h) restrictive covenants;




     (i) transferability;




     (j) deferral arrangements; or




     (k) any other term or condition that is not inconsistent with the Plan.



     8.3 Performance Measures. The Committee may use the following performance measures (either
individually or in any combination) to set performance goals with respect to the grant or Vesting
of an Award: The performance for an Award shall be determined by the Committee in writing, shall
be measured for achievement or satisfaction during the performance period or period of restriction
in which the Committee established to satisfy or achieve the prescribed performance and may be
absolute in their terms or measured against or in relationship to other companies comparably,
similarly or otherwise situated or other external or internal measure and may be based on or
adjusted for any other objective goals, events, or occurrences established by the Committee,
provided that such criteria and objectives relate to one or more of the following: total
stockholder return, earnings, earnings per share, net income, revenues, expenses, market share,
return on assets, return on equity, assets under management, investment performance of assets under
management, Fair Market Value of the Stock, regulatory compliance, satisfactory internal or
external audits, achievement of balance sheet or income statement objectives, or other financial,
accounting or quantitative objective established by the Committee. Performance criteria and
objectives may include or exclude extraordinary charges, losses from discontinued operations,
restatements and accounting changes and other unplanned special charges such as restructuring
expenses, acquisitions, acquisition expenses, including expenses related to goodwill and other
intangible assets, stock offerings and stock repurchases.



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Such performance measures may be particular to a line of business, Subsidiary or other unit or
the Company generally, and may, but need not be, based upon a change or an increase or positive
result. In interpreting Plan provisions applicable to performance measures and to
performance-based Awards to Participants who are covered employees, it is the intent of the Plan to
conform with the standards of Code Section 162(m) and the Treasury Regulations thereunder. The
Committee in establishing performance measures applicable to such performance-based Awards, and in
interpreting the Plan, shall be guided by such standards, including, but not limited to providing
that the performance-based Award shall be paid, Vested or otherwise delivered solely as a function
of attainment of objective performance criteria and objectives based on one or more of the specific
criteria and objectives set forth in this Section 8.3 established by the Committee not later than
90 days after the performance period or period of restriction applicable to the Award has commenced
(or, if such period of service is less than one year, not later than the date on which 25% of such
period has elapsed). Prior to the payment of any compensation based on achievement of performance
measures to any such covered employee, the Committee must certify in writing the extent to which
the applicable performance criteria and objectives were, in fact, achieved and the amounts to be
paid, Vested or delivered as a result thereof, provided the Committee may reduce, but not increase,
such amount.




     8.4 Stock Option Exchange Program. Notwithstanding any other provision of the Plan to the
contrary, upon approval of the Company’s stockholders, the Committee may provide for, and the
Company may implement, an Stock Option exchange offer, pursuant to which certain outstanding Stock
Options could, at the election of the person holding such Stock Options, be tendered to the Company
for cancellation in exchange for the issuance of a lesser amount of Stock Options with a lower
exercise price, provided that such Stock Option exchange offer is commenced within one year of the
date of such stockholder approval.



9. CHANGE IN CONTROL




     9.1 Stock-Based Awards. Notwithstanding any other provisions of the Plan, and except as
otherwise provided in the Award Agreement, in the event of a Change in Control, all Stock-based
Awards granted under this Plan shall immediately Vest 100% in each Participant, including Incentive
Stock Options, Nonqualified Stock Options, Stock Appreciation Rights, restricted stock and
restricted stock units.



     9.2 Performance-Based Awards. Notwithstanding any other provisions of the Plan, and except as
otherwise provided in the Award Agreement, in the event of a Change in Control all Awards granted
under this Plan which are subject to performance goals shall be immediately paid out, including
performance units and performance shares. The amount of the payout shall be based on the higher
of: (i) the extent, as determined by the Committee, to which performance goals, established for
the performance period then in progress have been met up through and including the effective date
of the Change in Control, or (ii) 100% of the value on the date of grant of the performance units
or number of performance shares.



10. AMENDMENT AND TERMINATION




     10.1 Termination of Plan. The Board may suspend or terminate the Plan at any time with or
without prior notice.



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     10.2 Amendment of Plan. Subject to Stockholder approval, if any, required by Section 3.2, the
Board may amend the Plan at any time with or without prior notice.



     10.3 Amendment or Cancellation of Award Agreements. The Committee may amend or modify any
Award Agreement at any time in any manner to the extent that the Committee would have had the
authority under the Plan initially to make such Award as so amended or modified. In addition, and
subject to Stockholder approval in accordance with Sections 3.2 and 3.3 above, Awards may be
granted to an Employee, Nonemployee Director or Consultant in substitution and exchange for, and in
cancellation of, any Awards previously granted to such Employee, Nonemployee Director or Consultant
under the Plan, or any award previously granted to such Employee, Nonemployee Director or
Consultant under any other present or future plan of the Company or any present or future plan of
an entity which (i) is purchased by the Company, (ii) purchases the Company, or (iii) merges into
or with the Company.



     10.4 Effect on Outstanding Awards. No termination or amendment of the Plan pursuant to
Section 10.1 or 10.2 above, or amendment or modification of an Award Agreement pursuant to Section
10.3 above, shall materially adversely alter or impair any outstanding Award without the consent of
the Participant affected thereby.



11. MISCELLANEOUS




     11.1 Other Provisions. Awards granted under the Plan may also be subject to such other
provisions (whether or not applicable to the Award granted to any other Participant) as the
Committee determines on the date of grant to be appropriate, including, without limitation,
provisions requiring entry into or compliance with confidentiality, non-competition or other
restrictive covenants, assistance in financing the acquisition of shares pursuant to an Award, for
the forfeiture of, or restrictions on resale or other disposition of, Common Stock acquired
hereunder, for deferral of receipt of shares of Common Stock or of cash payments under any
applicable Company plan, or to comply with federal and state securities laws, or understandings or
conditions as to the Participant’s employment in addition to those specifically provided for under
the Plan.



     11.2 Transferability. Each Award granted under the Plan to a Participant shall not be
transferable otherwise than by will or the laws of descent and distribution, and Stock Options and
SARs shall be exercisable, during the Participant’s lifetime, only by the Participant. In the
event of the death of a Participant, each Stock Option or SAR theretofore granted to him or her
shall be exercisable during such period after his or her death as the Committee shall, in its sole
discretion, set forth in the Award Agreement on the date of grant and then only by the executor or
administrator of the estate of the deceased Participant or the person or persons to whom the
deceased Participant’s rights under the Stock Option or SAR shall pass by will or the laws of
descent and distribution. Notwithstanding the foregoing, the Committee, in its sole discretion,
may permit the transferability of a Stock Option (other than an ISO) by a Participant, including,
or limited to, transfers, solely to members of the Participant’s immediate family or trusts or
family partnerships or other similar entities for the benefit of such persons, and subject to such
terms, conditions, restrictions and/or limitations, if any, as the Committee may establish and
include in the Award Agreement.



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     11.3 Stock Ownership Requirement. The Committee may in its sole discretion require that
Participants own or hold a certain number of shares of Common Stock or percentage of outstanding
shares of Common Stock throughout their employment or service and may condition receipt of Awards
or the receipt or transferability of shares of Common Stock under this Plan on compliance with such
provisions.



     11.4 Listing of Shares and Related Matters. If at any time the Committee shall determine that
the listing, registration or qualification of the shares of Common Stock subject to any Award on
any securities exchange or under any applicable law, or the consent or approval of any governmental
regulatory authority, is necessary or desirable as a condition of, or in connection with, the
granting of an Award or the issuance of shares of Common Stock thereunder, such Award may not be
exercised, distributed or paid out, as the case may be, in whole or in part, unless such listing,
registration, qualification, consent or approval shall have been effected or obtained free of any
conditions not acceptable to the Committee.



     11.5 No Right, Title, or Interest in Company Assets. Participants shall have no right, title,
or interest whatsoever in or to any investments which the Company may make to aid it in meeting its
obligations under the Plan. Nothing contained in the Plan, and no action taken pursuant to its
provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship
between the Company and any Participant, beneficiary, legal representative or any other person. To
the extent that any person acquires a right to receive payments from the Company under the Plan,
such right shall be no greater than the right of an unsecured general creditor of the Company. All
payments to be made hereunder shall be paid from the general funds of the Company and no special or
separate fund shall be established and no segregation of assets shall be made to assure payment of
such amounts except as expressly set forth in the Plan. The Plan is not intended to be subject to
the Employee Retirement Income Security Act of 1974, as amended.



     11.6 No Right to Continued Employment or Service or to Grants. The Participant’s rights, if
any, to continue to serve the Company as a director, officer, employee, independent contractor or
otherwise, shall not be enlarged or otherwise affected by his or her designation as a Participant
under the Plan, and the Company or the applicable Subsidiary reserves the right to terminate the
employment of any Employee or the services of any Independent Contractor at any time. The adoption
of the Plan shall not be deemed to give any Employee, Nonemployee Director, Consultant or any other
individual any right to be selected as a Participant or to be granted an Award.



     11.7 Governing Law. The Plan, all Awards granted hereunder, and all actions taken in
connection herewith shall be governed by and construed in accordance with the laws of the State of
Delaware without reference to principles of conflict of laws, except as superseded by applicable
federal law.



     11.8 Other Benefits. No Award granted under the Plan shall be considered compensation for
purposes of computing benefits under any retirement plan of the Company or any Subsidiary nor
affect any benefits or compensation under any other benefit or compensation plan of the Company or
any Subsidiary now or subsequently in effect, unless such retirement or other plan expressly
provides otherwise.



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     11.9 No Fractional Shares. No fractional shares of Common Stock shall be issued or delivered
pursuant to the Plan or any Award. The Committee shall determine whether cash, Common Stock or
other property shall be issued or paid in lieu of fractional shares or whether such fractional
shares or any rights thereto shall be forfeited or otherwise eliminated.



12. DEFINITIONS




     The following terms shall have the following meanings unless the context indicates otherwise:



     12.1 “Award” shall mean an award granted by the Committee under the Plan in accordance with
Section 8 hereof.



     12.2 “Award Agreement” shall mean the agreement or other writing (which may be framed as a
plan or program) that establishes the terms, conditions, restrictions and/or limitations applicable
to an Award in addition to those established by the Plan and by the Committee’s exercise of its
administrative powers.



     12.3 “Board” shall mean the Board of Directors of the Company.



     12.4 “Calamos Family” shall mean John P. Calamos, Sr., Nick P. Calamos, or John P. Calamos,
Jr., and their respective spouses and lineal descendants, and each corporation, trust or other
entity which is directly or indirectly controlled by any of the foregoing individuals.



     12.5 “Cash Award” shall mean the grant by the Committee to a Participant of an Award of cash
in accordance with Section 8 hereof.



     12.6 “Change in Control” shall be deemed to have occurred in the event that any person, entity
or group shall become the beneficial owner of such number of shares of Common Stock, and/or any
other class of stock of the Company then outstanding that is entitled to vote in the election of
directors (or is convertible into shares so entitled to vote) as together possess more than 50% of
the voting power of all of the then outstanding shares of all such classes of voting stock of the
Company so entitled to vote. For purposes of the preceding sentence, “person, entity or group”
shall not include (i) any employee benefit plan of the Company, or (ii) the Calamos Family; and for
purposes of this Section 12.6, “group” shall mean persons who act in concert as described in
Section 14(d)(2) of the 1934 Act.



     12.7 “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.



     12.8 “Committee” shall mean (i) the Board or (ii) a committee, or a subcommittee of a
committee, of the Board appointed by the Board from among its members. Unless the Board determines
otherwise, and such determination is reduced to a writing articulating the reasons for such
determination, the Committee shall be comprised solely of not less than two (2) members, each of
whom shall qualify as:




     (a) a “non-employee director” within the meaning of Rule 16b-3(b)(3) (or any successor
rule) under the Exchange Act, and



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     (b) an “outside director” within the meaning of Code Section 162(m) and the Treasury
Regulations thereunder, and




     (c) an “independent director” as such term is defined or used by the rules of the
Nasdaq Stock Market or such other exchange or system on which the Company’s Common Stock is
listed.



     12.9 “Common Stock” shall mean the Class A common stock, $.01 par value per share, of the
Company.



     12.10 “Company” shall mean Calamos Asset Management, Inc., a Delaware corporation.



     12.11 “Consultant” shall mean a person (other than a person who is an Employee or a
Nonemployee Director) or an entity that renders services to the Company.



     12.12 “DER” shall mean a dividend equivalent right where the Participant may receive an
amount, payable in cash or Common Stock or a combination of both, equal to the dividend actually
paid with respect to one (1) share of Common Stock.



     12.13 “Effective Date” shall mean the date on which the Plan is approved by the stockholders
of the Company.



     12.14 “Employee” shall mean an employee of the Company or any Subsidiary.



     12.15 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to
time, including applicable regulations thereunder.



     12.16 “Fair Market Value of a Share of the Common Stock” shall mean the fair market value as
determined as follows: (i) at such time as the shares are traded through the Nasdaq Stock Market
or a national stock exchange (an “Exchange”), Fair Market Value shall, except as otherwise
determined by the Committee, be equal to the closing price on the day immediately preceding such
date for sales made and reported through the Exchange on which the shares are then listed and which
constitutes the principal market for the shares or, if no sales of shares shall have been so
reported with respect to that day, on the next preceding day with respect to which sales were
reported; or (ii) at such time as the shares are not so traded through an Exchange, Fair Market
Value shall be equal to such amount as the Committee, in its sole discretion, shall determine.



     12.17 “ISO” shall mean an “incentive stock option” as such term is used in Code Section 422.



     12.18 “Nonemployee Director” shall mean a member of the Board or of the board of directors who
is not an Employee.



     12.19 “Nonqualified Stock Option” shall mean a Stock Option that does not qualify as an ISO.



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     12.20 “Participant” shall mean any Employee, Nonemployee Director or Consultant to whom an
Award has been granted by the Committee under the Plan.



     12.21 “Plan” shall mean the Calamos Asset Management, Inc. Incentive Compensation Plan.



     12.22 “SAR” shall mean the grant by the Committee to a Participant of a stock appreciation
right as described in Section 8 hereof, payable in cash or Common Stock or a combination of both,
where the measure of compensation is based on the difference (if any) between the Fair Market Value
of a Share of the Common Stock on the date of exercise and the exercise price of such SAR.



     12.23 “Stock Award” shall mean the grant by the Committee to a Participant of an Award of
Common Stock in accordance with Section 8 hereof.



     12.24 “Stock Option” shall mean the grant by the Committee to a Participant of an option to
purchase Common Stock in accordance with Section 8 hereof.



     12.25 “Stock Unit” shall mean the grant by the Committee to a Participant of a right to
receive a share of Common Stock in accordance with Section 8 hereof.



     12.26 “Subsidiary” shall mean each of (i) Calamos Holdings LLC and (ii) any corporation of
which the Company or Calamos Holdings LLC directly or indirectly owns more than 50 percent of the
Voting Stock or any other business entity in which the Company or Calamos Holdings LLC directly or
indirectly has an ownership interest of more than 50 percent.



     12.27 “Treasury Regulation” shall mean the regulations promulgated under the Code by the
United States Department of the Treasury, as amended from time to time.



     12.28 “Unvested” shall mean an Award (or portion of an Award) that has not yet Vested.



     12.29 “Vest” shall mean:




     (a) with respect to Stock Options and SARs, when the Stock Option or SAR (or a portion
of such Stock Option or SAR) first becomes exercisable and remains exercisable subject to
the terms and conditions of such Stock Option or SAR, and when the Participant has an
unrestricted right, title and interest to receive the compensation (if any) attributable to
such Stock Option or SAR (or a portion of such Stock Option or SAR) or to otherwise enjoy
the benefits underlying such Stock Option or SAR; or




     (b) with respect to Awards other than Stock Options and SARs, when the Participant has:




     (i) an unrestricted right, title and interest to receive the compensation
(whether payable in cash or Common Stock or a combination of both) attributable to
an Award (or a portion of such Award) or to otherwise enjoy the benefits underlying
such Award; and



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     (ii) a right to transfer an Award subject to no Company-imposed restrictions or
limitations.



     12.30 “Vesting Date” shall mean the date or dates on which an Award Vests.



     12.31 “Voting Stock” shall mean the capital stock of any class or classes having general
voting power under ordinary circumstances, in the absence of contingencies, to elect the directors
of a corporation.




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