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CALAMOS ASSET MANAGEMENT,
INC.
Non-Employee Director Equity Award Statement for:
Congratulations! The following summarizes your
Calamos Restricted Stock/Option Equity Award:
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Total number
of Options
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granted
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Option price
per share
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The fair market
value of CLMS Class A Stock as of the
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grant
date
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Expiration
date
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subject to earlier
termination
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RESTRICTED
STOCK UNITS (“RSUs”)
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Total number
of RSUs
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granted
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Grant
date
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Vesting
Schedule
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A portion of
your STOCK OPTIONS becomes available for
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purchase on
each of these dates:
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• Up to 33 1/3% on
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• Up to 66 2/3% on
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• Up to 100% on and after
, but prior to the Expiration Date
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A portion of
your Restricted Stock Units vest on each of the following
dates:
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• 33 1/3% on
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• 33 1/3% on
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• 33 1/3% on
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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
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Nonqualified
stock options and restricted stock units
(“RSUs”).
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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.
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When vested,
each RSU entitles the holder to receive one (1) share of CLMS
Class A common stock for each vested RSU.
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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.
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The date(s)
upon which the RSUs vest are set forth on the Award
Statement.
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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:
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• 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.
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• 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 ves
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