EX-10.8






Exhibit 10.8




CALAMOS ASSET MANAGEMENT, INC.




          Non-Employee Director Equity Award Statement for: 
                    



Congratulations! The following summarizes your
                    
Calamos Restricted Stock/Option Equity Award:




STOCK OPTIONS




	 	 	 	 	 
	 

	 	Total number of Options	 	 
	 

	 	granted	 	 
	 

	 	Option price per share
	 	The fair market value of CLMS Class A Stock as of the
	 

	 	 	 	grant date
	 

	 	Expiration date
	 	subject to earlier termination






RESTRICTED STOCK UNITS (“RSUs”)




	 	 	 
	 

	 	Total number of RSUs
	 

	 	granted






VESTING SCHEDULE




	 	 	 	 	 
	 

	 	Grant date
	 	                                        
	 
	 	 	 	 
	 

	 	Vesting Schedule
	 	A portion of your STOCK OPTIONS becomes available for
	 

	 	 	 	purchase on each of these dates:
	 

	 	 	 	• Up to 33 1/3% on                                        
	 

	 	 	 	• Up to 66 2/3% on                                         
	 

	 	 	 	• Up to 100% on and after                                         , but prior to the Expiration Date
	 
	 	 	 	 
	 

	 	 	 	A portion of your Restricted Stock Units vest on each of the following dates:
	 

	 	 	 	• 33 1/3% on                                         
	 

	 	 	 	• 33 1/3% on                                         
	 

	 	 	 	• 33 1/3% on                                         





Your stock option and restricted stock units were issued from the Calamos Asset Management, Inc.
Incentive Compensation Plan. This stock option and restricted stock units award is governed by the
terms and conditions of this Award Statement, which includes the accompanying Terms of the _________
Equity Awards and the Incentive Compensation Plan. A copy of the Incentive Compensation Plan is
available upon request from Human Resources.




 









 







This Award Statement, including the accompanying Terms of the Equity Awards, constitutes part of a
prospectus covering securities that have been registered under the Securities Act of 1933, as
amended.





 









 








Calamos Asset Management, Inc




Incentive Compensation Plan.




Terms of the                      Equity Awards for Non-Employee Directors




	 	 	 
	Type(s) of Award:

	 	Nonqualified stock options and restricted stock units (“RSUs”).
	 
	 	 
	 

	 	When vested each stock option entitles the holder to purchase
one (1) share of Class A common stock of Calamos Asset
Management, Inc. (“CLMS”) at the applicable option price.
	 
	 	 
	 

	 	When vested, each RSU entitles the holder to receive one (1)
share of CLMS Class A common stock for each vested RSU.
	 
	 	 
	Vesting:

	 	The date(s) upon which the stock options become exercisable
are set forth on the Award Statement, together with the
expiration date of the option.
	 
	 	 
	 

	 	The date(s) upon which the RSUs vest are set forth on the
Award Statement.
	 
	 	 
	 

	 	In the event of termination of service as a director of CLMS
due to death or disability prior to the full vesting of the
stock options and RSUs, a portion (or all) of the unvested
stock options and RSUs will vest as of the date of such
termination of service. The portion that will vest will be
determined as follows:
	 
	 	 
	 

	 	• If any portion of the option and RSUs has become
vested prior to the date of termination, then the vesting of
those stock options and RSUs scheduled to vest on the next
following vesting date will be accelerated to the date of such termination of service.

	 
	 	 
	 

	 	• If the termination occurs prior to vesting of the
options and RSUs, then a pro rata portion will vest based on
the number of whole months elapsed in the period from the
grant date to the date of termination, divided by the number
of months in the period from the grant date to the date the
grant was to become 100% vested; provided that if the number
of options and RSUs scheduled to vest on the first vesting
date is greater than such pro rata portion, the greater number
of options and RSUs will vest.

	 
	 	 
	 

	 	Upon a Change in Control, the options and RSUs then
outstanding will become fully vested.
	 
	 	 
	Exercise/Delivery
of Shares:

	 	The option may be exercised through a web-based system
provided by Smith Barney Global Stock Plan Services.
Participants have the option of choosing a cash or cashless
exercise when exercising stock options.






 









 






	 	 	 
	 

	 	No exercise price is required to be paid with respect to RSUs.
Subject to any applicable tax withholding (see below), one (1)
share of CLMS Class A common stock will be delivered for each
vested RSU, unless receipt has been deferred by you under an
applicable deferred compensation plan.
	 
	 	 
	Effect of
Termination of
Service:

	 	Except as provided above for termination due to death or
disability, no further vesting will occur after termination of
service, and all unvested options and RSUs will be forfeited
and/or cancelled.
	 
	 	 
	 

	 	In general, vested stock options may be exercised for a period
of three months following termination of service. If
termination occurs after a Change in Control or is due to
death or disability, then vested options remain exercisable
for one year following termination of service.
	 
	 	 
	 

	 	However, in no event may an option be exercised after the
expiration date set forth on the Award Statement.
	 
	 	 
	Federal Income Tax 

Considerations:

	 	The following discussion is a summary of certain current U.S.
federal income tax consequences relating to stock options and
RSUs. This discussion does not purport to be complete, and
does not cover, among other things, foreign, state and local
tax treatment.
	 
	 	 
	 

	 	Stock Options. No income is recognized upon the grant of a
nonqualified stock option. Upon exercise, ordinary income is
recognized in an amount equal to the excess of the fair market
value of a share of common stock on the date of exercise over
the exercise price multiplied by the number of options
exercised. A subsequent sale or exchange of such shares will
result in gain or loss measured by the difference between (a)
the exercise price, increased by any compensation reported
upon the participant’s exercise of the option, and (b) the
amount realized on such sale or exchange. Any gain or loss
will be capital in nature if the shares were held as a capital
asset and will be long-term if such shares were held for more
than one year.
	 
	 	 
	 

	 	Restricted Stock Units. No income is recognized upon receipt
of an award of RSUs. Upon vesting, income equal to the fair
market value of the shares of Class A common stock issued is
recognized. The capital gain or loss holding period for the
shares received under an award will begin when ordinary income
is recognized, and any subsequent capital gain or loss will be
measured by the difference between the ordinary income
recognized and the amount received upon sale or exchange of
the shares.
	 
	 	 
	Transferability:

	 	No options or RSUs granted under the Plan may be sold,
transferred, pledged, assigned, or otherwise alienated or
hypothecated, otherwise






 









 






	 	 	 
	 

	 	than by will or by the laws of descent
and distribution. All options granted under the Plan are
exercisable only by you during your lifetime and by your
designated beneficiary in the event of your death.
	 
	 	 
	Voting Rights:

	 	Since options and RSUs do not represent actual shares, no
voting rights arise upon receipt of options or RSUs and you
are not deemed to be the owner of any shares covered by the
options or RSUs until such shares are delivered to you.
	 
	 	 
	Dividends:

	 	Notwithstanding the above, in addition to the shares of Class
A common stock to be delivered upon the vesting of the RSUs,
you will also be entitled to receive a cash payment in an
amount equal to each cash dividend you would have received
during the period from the grant date of the RSUs to the date
such RSUs became vested as if the RSUs were shares of Class A
common stock held by you on the record date for the payment of
such dividend unless receipt of such cash payment has been
deferred by you under an applicable deferred compensation
plan.
	 
	 	 
	Tax Withholding (if 

any):

	 	In the event of a change in tax laws such that tax withholding
is applicable at the time you exercise options or your RSUs
become vested, such withholding may, at the discretion of the
Committee, be accomplished as follows. An aggregate amount of
cash and/or number of shares having a fair market value equal
to the amount sufficient to satisfy the minimum statutory
Federal, state and local tax (including the FICA and Medicare
tax obligation) withholding required by law with respect to
the exercise or distribution of shares and/or cash made under
or as a result of the Plan, may be deducted or withheld from
shares issuable upon the exercise of options or the vesting of
RSUs and/or from any cash payable with respect to such awards.