Exhibit 10.2
[Execution Copy]
TRANSITION AGREEMENT
THIS TRANSITION AGREEMENT (the
“ Agreement ”) is entered into as of
September 5, 2007 (the “ Effective Date ”),
by and among Calamos Asset Management, Inc., a Delaware corporation
(“ CAM ”), Calamos Advisors LLC, a Delaware
limited liability company (“ Advisors ”) and
wholly-owned subsidiary of its sole managing member, Calamos
Holdings LLC (“ Holdings ”) (together with each
of its successors and assigns permitted under this Agreement
sometimes referred to herein as the “ Company
”), and James S. Hamman, Jr. (“ Executive
”).
RECITALS
WHEREAS, the Executive has been
employed by the Company or its predecessor since 1998 and currently
serves as Executive Vice President, General Counsel and Secretary
of the Company;
WHEREAS, the Company and Executive
have mutually agreed that Executive will separate from employment
and all positions with the Company on September 14, 2007, or
such earlier date provided below;
WHEREAS, the Company desires to
provide for an orderly transition of Executive’s duties and
responsibilities and Executive desires to assist the Company in
obtaining an orderly transition;
WHEREAS, the Company and the
Executive are parties to an Executive Employment Agreement dated as
of October 26, 2004 (the “ Employment Agreement
”); and
WHEREAS, the Company and Executive
now desire to enter into an agreement setting forth the terms of
Executive’s separation from employment and the rights and
duties of the parties after entering into this Agreement;
NOW THEREFORE, the parties agree as
follows:
1. Defined Terms
. To the extent not otherwise defined in this Agreement,
capitalized terms shall have the same meaning ascribed to them in
the Employment Agreement.
2. Duties, Separation;
Consulting Period . During the period beginning on
the Effective Date and ending with the Separation Date, the
Executive will continue to have the same titles, duties and
responsibilities as he has as of the Effective Date. The
Executive’s employment shall terminate as of the close of
business on September 14, 2007, or such earlier date
determined by the Company and communicated to the Executive with no
less than seven (7) days advance written notice and this
Agreement shall constitute Executive’s resignation from all
positions with the Company and all of its affiliates as of such
date (the “ Separation Date ”). During the
period beginning on the day following the Separation Date and
ending on the earlier of: (a) a date mutually agreed to by the
Executive and the Company, (b) a date determined by the
Company and communicated to the Executive with no less than seven
(7) days advance written notice, (c) the date of the
Executive’s death or (d) December 31, 2007 (such
period referred to as the “ Transition Period
”), the Executive agrees to provide advisory services to and
otherwise assist the Company
with
respect to the transition of the duties and responsibilities
currently discharged by Executive. The Executive’s advisory
duties during the Transition Period shall be those reasonably
requested by the President and Chief Executive Officer (or his
designee) and shall be provided at the Company’s offices, or
by telephone or e-mail, as the President and Chief Executive
Officer (or his designee) and Executive shall mutually agree. The
Company and Executive acknowledge that during the Transition
Period, Executive’s role will be that of an adviser and he
will not have any authority to act on behalf of the Company.
3. Compensation
. In recognition of the Executive’s contributions to
the Company and as consideration for the release and the other
promises of Executive contained in this Agreement, which shall be
deemed to include Executive’s agreement to provide advisory
services as outlined above through the last day of the Transition
Period, the Company will provide Executive with the following
compensation and benefits; provided, further, that Executive timely
signs and returns this Agreement and the release attached as
Exhibit A hereto, and timely signs and returns the identical
general release, pursuant to Paragraph 8 below:
(a)
Base Salary and Benefit Plan Participation . During the
period from the Effective Date through the Separation Date, the
Executive will continue to (i) receive his Base Salary as in
effect on the Effective Date and (ii) participate in the
pension and welfare benefit plans, perquisite programs, expense
reimbursement and vacation policies pursuant to the Employment
Agreement.
(b)
Transition Payments . The Company shall pay to Executive two
transition payments of $650,000 each ($1,300,000 in total) as
follows: (i) the first payment shall be made on the payroll
date coinciding with or next following the Separation Date, and
(ii) the second payment shall be made on the first payroll
date next following the last day of the Transition Period.
4. Effect of Breach by
Executive . In the event Executive breaches his
promises hereunder, including those set forth in Section 3,
then any amount described in Paragraph 3(b) above which has not
been paid as of the date of such breach shall be forfeited and no
longer payable to Executive.
5. No Additional
Entitlements; Cancellation of Equity Awards .
Executive understands and acknowledges that he will have no further
entitlements, other than those included in this Agreement and
except with respect to rights, if any, that have vested as of the
last day of his employment under the Company’s pension or
welfare plans, rights to maintain COBRA coverage, and such rights
which he has under the indemnification provisions described in the
Employment Agreement. For avoidance of doubt, Executive understands
and agrees that after the Effective Date he will not be entitled to
any bonus or other payments or grants or awards under the Long Term
Incentive Programs and all
