Exhibit 10.1
[Execution Copy]
TRANSITION AGREEMENT
THIS TRANSITION AGREEMENT (the
“ Agreement ”) is entered into as of
August 7, 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 Patrick H. Dudasik (“ Executive
”).
RECITALS
WHEREAS, the Executive has been
employed by the Company or its predecessor since 2001 and currently
serves as Executive Vice President, Chief Operating Officer, Chief
Financial Officer and Treasurer of the Company;
WHEREAS, Executive has advised the
Company of his desire to retire from the Company some time in
2008;
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 continued employment with the Company, his
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
. During the period beginning on the Effective 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) March 10, 2008 (such
period referred to as the “ Transition Period
”), subject to the following sentence, the Executive will
continue to have the same titles, duties and responsibilities as he
has as of the Effective Date (other than those of Chief Operating
Officer, which shall be promptly transitioned by Executive at the
direction of the President and Chief Executive Officer) and shall
also assist the Company with respect to the identification of, and
the transition of his duties to, his successor as the
Company’s Chief Financial Officer. The Company and Executive
acknowledge that during the Transition Period, Executive’s
titles, duties and responsibilities will be those of Chief
Financial Officer, and may be changed as the Company’s
President and Chief Executive Officer may determine, such that
Executive’s position as
Chief
Financial Officer may end if, as and when the Board elects a new
Chief Financial Officer, in which case the Executive shall assume
employment duties as an advisor to the Company with respect to such
positions. The Executive’s employment shall terminate as of
the last day of the Transition Period.
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 faithfully
discharge the duties and remain in the employ of the Company as
described 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
Transition Period, 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)
2007 Annual Bonus . Executive shall receive a bonus under
the Annual Bonus Program for 2007 in an amount equal to that
percentage of his Target Bonus which is equal to the average
percentage of Target Bonus paid to the Company’s other senior
officers under the Annual Bonus Program with respect to 2007. The
bonus will be paid at such time as the 2007 annual bonus is paid to
the Company’s senior executive officers, and in all events no
later than March 15, 2008. In the event the last day of the
Transition Period occurs prior to December 31, 2007, the
amount described in this paragraph (b) will be prorated based
on the portion of 2007 which has elapsed as of the last day of the
Transition Period.
(c)
2008 Annual Bonus . Executive shall receive a pro rata bonus
for 2008 based on 80% of his Target Bonus for 2007 and the portion
of 2008, if any, which has elapsed as of the last day of the
Transition Period. The prorated bonus will be paid within five days
of the last day of the Transition Period.
(d)
Retirement Payment . Within five (5) days of the last
day of the Transition Period and in no event later than
March 15, 2008, the Company will pay to Executive a retirement
payment equal to $2,710,000.
4. Effect of Termination
of Employment Prior to Last Day of Transition Period or Breach by
Executive . In the event Executive’s
employment terminates prior to the last day of the Transition
Period due to Executive’s voluntary resignation, or in the
event Executive breaches his promises hereunder, including those
set forth in Section 3, then none of the amounts described in
Paragraphs 3(b), (c) and (d) shall be 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
