CALAMOS ASSET MANAGEMENT, INC. INCENTIVE COMPENSATION PLAN

Exhibit 10.1

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

CALAMOS ASSET MANAGEMENT, INC.

INCENTIVE COMPENSATION PLAN

Table of Contents

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

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

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

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

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

     8.2 Award Terms