Calamos Asset Management (CLMS) 10-Q 2008 Q1 Quarterly report

Exhibit 10.2

CALAMOS ASSET MANAGEMENT, INC.

Equity Award Statement for:

Congratulations! The following summarizes your 2008 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	[month] ___, 2018 subject to earlier termination
RESTRICTED STOCK UNITS (“RSUs”)
	Total number of RSUs granted
VESTING SCHEDULE

Grant date	[month] ___, 2008
Vesting Schedule	A portion of your STOCK OPTIONS becomes available for purchase on each of these dates:
	•     Up to 33 1/3% on [month] ___, 2012
	•     Up to 66 2/3% on [month] ___, 2013
	•     Up to 100% on and after [month] ___, 2014, but prior to the Expiration Date
	A portion of your Restricted Stock Units vest on each of the following dates:
	•     33 1/3% on [month] ___, 2012
	•     33 1/3% on [month] ___, 2013
	•    33 1/3% on [month] ___, 2014

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 2008 Equity Awards and the Incentive Compensation Plan. You will receive a copy of the Incentive Compensation Plan Summary Description, and a copy of the plan document.

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 2008 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 2008 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 by delivering a written notice providing the number of shares to be exercised and accompanied by full payment of the applicable exercise price for the shares. The option price may be paid in full in cash or by tendering previously-acquired shares of Class A common stock (shares not acquired pursuant to the Plan or any other compensation plan or program). Subject to applicable tax withholding (see below), upon receipt of the exercise notice and payment of the exercise price, one (1) share of CLMS Class A common stock will be delivered for each option exercised.
	No exercise price or other amount 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

Terms of 2008 Awards — Page 3

	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:	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

Terms of 2008 Awards — Page 4

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 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 2008 Awards — Page 5