EX-10.7






Exhibit 10.7




CALAMOS ASSET MANAGEMENT, INC.




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
posted on the Human Resources Intranet website.



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




	 	 	 
	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 employment due to death or
disability, a portion (or all) of the unvested stock options
and RSUs will vest as of the date of such termination of
employment. 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 employment.
	 
	 	 
	 

	 	•    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 termination of employment after attainment of age 55 and
at least ten (10) continuous years of service within the
Calamos organization, you will be deemed for purposes of this
Award to have terminated your employment due to “retirement.”
In the event of retirement, your stock options and RSUs will
remain outstanding and continue to vest as if your employment
had not terminated, so long as you remain retired from the
investment management industry (as determined by the
Committee). Your stock options will be or become exercisable
as set forth below. In the event you should cease to be






Terms of ______Awards – Page 2









 






	 	 	 
	 

	 	retired, then your employment will be deemed to terminate as
of that date, any unvested options and RSUs shall be forfeited
and any vested stock options will remain exercisable for a
period of three months following such date. 




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 webbased 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 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
Employment:

	 	Except as provided above for termination due to death,
disability or retirement, or as provided below with respect to
“retirement,” no further vesting will occur after termination
of employment, 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 employment. If
termination occurs after a Change in Control, then vested
options remain exercisable for one year following termination
of employment.
	 
	 	 
	 

	 	In the case of retirement, vested stock options will remain
exercisable until the later of the date which is one year
following retirement or the date which is one year following
the latest date on which any of the options hereunder held by
the retiree first becomes exercisable during the period of
retirement.
	 
	 	 
	 

	 	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,






Terms of ____Awards – Page  3









 






	 	 	 
	 

	 	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:

	 	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, at the
discretion of the Committee, 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.
	 
	 	 
	Confidentiality and
Restrictive
Covenants
Agreement:

	 	As a condition to the receipt of this stock option and
restricted stock award or any shares or other amounts
hereunder, you must execute or have executed the
Confidentiality and Restrictive Covenants Agreement applicable
to your position or such other agreement






Terms of ____Awards – Page  4









 






	 	 	 
	 

	 	approved by the
Committee relating to similar confidentiality and restrictive
covenant matters and maintain compliance with such agreement.
Failure to have entered into such agreement within thirty (30)
days of the date of this award, or to thereafter breach such
agreement, shall cause this award to be cancelled and of no
further force or effect as of the date of such failure or
breach.







Terms of ____Awards – Page 5