10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED:

March 31, 2008

- OR -

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number: 000-51003

CALAMOS ASSET MANAGEMENT, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	32-0122554
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)

2020 Calamos Court, Naperville, Illinois	60563
(Address of Principal Executive Offices)	(Zip Code)

(630) 245-7200
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. þ Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer þ	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes þ No

At April 25, 2008, the company had 20,112,273 shares of Class A common stock and 100 shares of Class B common stock outstanding.

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION
	Item 1. Financial Statements
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 3. Quantitative and Qualitative Disclosures About Market Risk
	Item 4. Controls and Procedures
PART II — OTHER INFORMATION
	Item 1. Legal Proceedings
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
	Item 6. Exhibits
SIGNATURES
Employment Agreement with James F. Baka
Form of Employee Equity Award Statement
Form of Non-Employee Director Equity Award Statement
Certification
Certification
Section 906 Certification
Section 906 Certification

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

CALAMOS ASSET MANAGEMENT, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(in thousands, except share data)

	March 31,			December 31,
	2008			2007
	(unaudited)
ASSETS:
Current assets
Cash and cash equivalents	$	69,056		$	108,441
Receivables:
Affiliates and affiliated funds		23,925			27,641
Customers		10,273			11,699
Investment securities		496,509			535,476
Partnership investments and offshore funds		332,934			353,004
Prepaid expenses		3,991			3,139
Deferred tax assets, net		10,523			6,926
Other assets		2,969			2,206
Total current assets		950,180			1,048,532
Non-current assets
Deferred tax assets, net		82,977			83,358
Deferred sales commissions		30,778			34,076
Property and equipment, net of accumulated depreciation ($24,308 at 3/31/08 and $21,841 at 12/31/07)		48,486			48,420
Other non-current assets		3,155			3,286
Total non-current assets		165,396			169,140
Total assets		1,115,576			1,217,672
LIABILITIES AND STOCKHOLDERS’ EQUITY:
Current liabilities
Accounts payable:
Brokers		17,284			19,950
Affiliates and affiliated funds		428			372
Accrued compensation and benefits		5,867			26,462
Interest payable		8,363			12,636
Accrued expenses and other current liabilities		6,766			9,257
Total current liabilities		38,708			68,677
Long-term liabilities
Long-term debt		525,000			525,000
Other long-term liabilities		9,888			8,876
Total long-term liabilities		534,888			533,876
Total liabilities		573,596			602,553
Minority interest in partnership investments and offshore funds		64,650			49,177
Minority interest in Calamos Holdings LLC		276,874			352,205
Stockholders’ equity:
Class A Common Stock, $0.01 par value; authorized 600,000,000 shares; 23,453,073 shares issued and 20,112,273 shares outstanding at March 31, 2008; 23,324,082 shares issued and 20,871,982 shares outstanding at December 31, 2007		235			233
Class B Common Stock, $0.01 par value; authorized 1,000 shares; issued and outstanding 100 shares		0			0
Additional paid-in capital		214,191			198,924
Retained earnings		68,347			70,102
Accumulated other comprehensive income		235			5,081
Treasury stock at cost; 3,340,800 shares at March 31, 2008 and 2,452,100 shares at December 31, 2007		(82,552	)		(60,603	)
Total stockholders’ equity		200,456			213,737
Total liabilities, minority interest and stockholders’ equity	$	1,115,576		$	1,217,672

See accompanying notes to consolidated financial statements.

-2-

CALAMOS ASSET MANAGEMENT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended March 31, 2008 and 2007
(in thousands, except share data)
(unaudited)

	2008			2007
Revenues:
Investment management fees	$	77,274		$	78,475
Distribution and underwriting fees		32,470			36,181
Other		949			1,044
Total revenues		110,693			115,700
Expenses:
Employee compensation and benefits		23,460			20,766
Distribution and underwriting expense		24,158			25,027
Amortization of deferred sales commissions		6,120			7,878
Marketing and sales promotion		3,036			3,482
General and administrative		9,490			8,392
Total operating expenses		66,264			65,545
Operating income		44,429			50,155
Other income (expense):
Net interest income (expense)		(7,254	)		1,994
Investment and other income (loss)		(46,774	)		392
Minority interest in partnership investments and offshore funds		12,459			751
Total other income (expense), net		(41,569	)		3,137
Income before minority interest in Calamos Holdings LLC and income taxes		2,860			53,292
Minority interest in Calamos Holdings LLC		2,108			40,708
Income before income taxes		752			12,584
Income taxes		303			5,050
Net income	$	449		$	7,534
Earnings per share
Basic	$	0.02		$	0.32
Diluted	$	0.02		$	0.32
Weighted average shares outstanding
Basic		20,337,038			23,324,182
Diluted		97,621,495			100,764,966
Cash dividends per share	$	0.11		$	0.11

See accompanying notes to consolidated financial statements.

-3-

CALAMOS ASSET MANAGEMENT, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
Three Months Ended March 31, 2008
(in thousands)
(unaudited)

									Accumulated
			Additional						Other
	Common		Paid-in			Retained			Comprehensive			Treasury
	Stock		Capital			Earnings			Income			Stock			Total
Balance at December 31, 2007	$	233	$	198,924		$	70,102		$	5,081		$	(60,603	)	$	213,737
Net income		—		—			449			—			—			449
Changes in unrealized gains (losses) on available-for-sale securities, net of minority interest and income taxes		—		—			—			(4,704	)		—			(4,704	)
Total comprehensive income (loss)																(4,255	)
Issuance of common stock (128,991 Class A common shares)		2		(2	)		—			—			—			—
Sale of Calamos Holdings LLC membership units (888,700 units)		—		17,364			—			—			—			17,364
Repurchase of common stock (888,700 Class A common shares)		—		—			—			—			(21,949	)		(21,949	)
Cumulative impact of changes in ownership of Calamos Holdings LLC		—		(2,465	)		7			(142	)		—			(2,600	)
Compensation expense recognized under stock incentive plans, net of minority interest		—		370			—			—			—			370
Dividends declared		—		—			(2,211	)		—			—			(2,211	)
Balance at March 31, 2008	$	235	$	214,191		$	68,347		$	235		$	(82,552	)	$	200,456

See accompanying notes to consolidated financial statements.

-4-

CALAMOS ASSET MANAGEMENT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended March 31, 2008 and 2007
(in thousands)
(unaudited)

	2008			2007
Cash and cash equivalents at beginning of year	$	108,441		$	328,841
Cash flows from operating activities:
Net income		449			7,534
Adjustments to reconcile net income to net cash provided by operating activities:
Minority interest in Calamos Holdings LLC		2,108			40,708
Minority interest in partnership investments and offshore funds		(12,459	)		(751	)
Amortization of deferred sales commissions		6,120			7,878
Other depreciation and amortization		2,599			1,985
Unrealized depreciation on CFS securities, partnership investments and offshore funds		49,692			950
Deferred taxes		(272	)		1,098
Stock-based compensation		1,779			1,622
Employee taxes paid on vesting under stock incentive plans		(1,715	)		(1,853	)
(Increase) decrease in assets:
Accounts receivable:
Affiliates and affiliated mutual funds		3,716			830
Customers		1,426			1,103
Deferred sales commissions		(2,822	)		(3,024	)
Other assets		(1,905	)		(1,313	)
Increase (decrease) in liabilities:
Accounts payable		(2,610	)		(640	)
Accrued compensation and benefits		(20,595	)		(16,017	)
Other liabilities and accrued expenses		(5,270	)		2,896
Net cash provided by operating activities		20,241			43,006
Cash flows used in investing activities:
Net additions to property and equipment		(2,533	)		(1,651	)
Net purchases of investment securities		(1,252	)		(46,411	)
Net changes in partnership investments and offshore funds		(688	)		(46,812	)
Net cash used in investing activities		(4,473	)		(94,874	)
Cash flows used in financing activities:
Deferred tax benefit on vesting under stock incentive plans		192			209
Repurchase of common stock		(21,949	)		—
Cash dividends paid to minority shareholders		(31,185	)		(29,345	)
Cash dividends paid to common shareholders		(2,211	)		(2,566	)
Net cash used in financing activities		(55,153	)		(31,702	)
Net decrease in cash		(39,385	)		(83,570	)
Cash and cash equivalents at end of period	$	69,056		$	245,271

See accompanying notes to consolidated financial statements.

-5-

CALAMOS ASSET MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

(1) Organization and Description of Business

Calamos Asset Management, Inc. (CAM), together with its subsidiaries (the Company), primarily provides investment advisory services to individuals and institutional investors through open-end funds, closed-end funds, separate accounts, offshore funds and partnerships. CAM operates and controls all of the business and affairs of Calamos Holdings LLC (Holdings) and, as a result of this control, consolidates the financial results of Holdings with its own financial results.

(2) Basis of Presentation

The consolidated financial statements as of March 31, 2008 and for the three months ended March 31, 2008 and 2007 have not been audited by the Company’s independent registered public accounting firm. In the opinion of management, these statements contain all adjustments, including those of a normal recurring nature, necessary for fair presentation of the financial condition and results of operations. The results for the interim periods ended March 31 are not necessarily indicative of the results to be obtained for a full fiscal year. Certain amounts for the prior year have been reclassified to conform to the current year’s presentation.

Calamos Family Partners, Inc.’s (CFP) and John P. Calamos, Sr.’s (collectively, the Calamos Interests) combined 79.3% and 76.8% interest in Holdings at March 31, 2008 and 2007, respectively, is represented as minority interest in the Company’s financial statements. Income before minority interest in Calamos Holdings LLC and income taxes, which was $2.9 million for the three months ended March 31, 2008, included approximately $269,500 of investment income earned on cash, cash equivalents and investments held solely by CAM during the same period. This portion of CAM’s investment income is not reduced by any minority interests.

Calamos Partners LLC, a subsidiary of Holdings, is the general partner of Calamos Equity Opportunities Fund LP and Calamos Market Neutral Opportunities Fund LP, private investment partnerships that are primarily comprised of highly liquid marketable securities. Because substantially all the activities of these partnerships (collectively, the Partnerships) are conducted on behalf of the Company and its related parties, the Company consolidates the financial results of the Partnerships into its results.

In the fourth quarter of 2007, the Company established Calamos Global Funds PLC (Offshore Funds), which is comprised of four Ireland-based offshore mutual funds. Because the Offshore Funds are majority owned by the Company, the Company consolidates the financial results of the Offshore Funds into its results.

The assets and liabilities of the Partnerships and Offshore Funds are presented on a net basis as partnership investments and offshore funds in the consolidated statements of financial condition, and the total income (loss) is included in investment and other income (loss) in the consolidated statements of operations. Partnerships and Offshore Funds are presented on a net basis in order to provide more transparency to the financial position and results from core operations of the Company. The underlying assets and liabilities that are being consolidated are described in note 4. The minority interests are presented as minority interest in partnership investments and offshore funds in the respective financial statements.

Management of the Company has made a number of estimates and assumptions relating to the reporting of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities to prepare these consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. Actual results could differ from these estimates.

-6-

CALAMOS ASSET MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(3) Investment Securities

The following table provides a summary of investment securities owned as of March 31, 2008 and December 31, 2007. Other investment securities consist of treasury bonds and common stock. As a registered broker-dealer, Calamos Financial Services LLC is required to mark to market all investment securities it owns (CFS Securities) and record all market fluctuations through current earnings. As such, unrealized gains and losses on these securities are included in investment and other income (loss) in the consolidated statements of operations.

	March 31, 2008
(in thousands)	Available-for-Sale		CFS Securities		Total Securities
Mutual Funds
Equity	$	288,191	$	2,661	$	290,852
Balanced		80,556		655		81,211
Fixed income		119,829		—		119,829
High yield		3,532		—		3,532
Other		235		214		449
Total mutual funds		492,343		3,530		495,873
Other investment securities		431		205		636
	$	492,774	$	3,735	$	496,509

	December 31, 2007
(in thousands)	Available-for-Sale		CFS Securities		Total Securities
Mutual Funds
Equity	$	322,344	$	3,095	$	325,439
Balanced		90,049		722		90,771
Fixed income		114,439		—		114,439
High yield		3,663		—		3,663
Other		245		227		472
Total mutual funds		530,740		4,044		534,784
Other investment securities		430		262		692
	$	531,170	$	4,306	$	535,476

Of the $495.9 million and $534.8 million investments in mutual funds at March 31, 2008 and December 31, 2007, respectively, $334.2 million and $364.3 million was invested in affiliated mutual funds.

The table below summarizes the proceeds from the sale of available-for-sale securities, realized gains (losses) on available-for-sale securities, and unrealized gains (losses) on available-for-sale securities and on CFS securities for the three months ended March 31, 2008 and 2007.

	Three Months Ended March 31,
(in thousands)	2008			2007
Available-for-sale securities:
Proceeds from sale	$	—		$	—
Realized gains (losses)		—			—
Unrealized gains (losses)		(39,216	)		3,363
CFS securities:
Unrealized gains (losses)		(573	)		48

-7-

CALAMOS ASSET MANAGEMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The cumulative net unrealized gains (losses) on available-for-sale securities consisted of the following as of March 31, 2008 and December 31, 2007:

	March 31,			December 31,
(in thousands)	2008			2007
Total cumulative unrealized gains on available-for-sale securities with net gains:
Mutual Funds
Equity	$	22,539		$	39,461
Balanced		674			5,860
Fixed income		4,883			1,022
Other		—			5
Total mutual funds		28,096			46,348
Other investment securities		254			297
Total gains		28,350			46,645
Total cumulative unrealized losses on available-for-sale securities with net losses:
Mutual Funds
Equity		(24,303	)		(7,073	)
Balanced		(4,335	)		(17	)
Fixed income		—			(334	)
High yield		(445	)		(272	)
Other		(7	)		—
Total mutual funds		(29,090	)		(7,696	)
Other investment securities		(2	)		(475	)
Total losses		(29,092	)		(8,171	)
Total cumulative net unrealized gains (losses) on available-for-sale securities	$	(742	)	$	38,474

The Company periodically evaluates its available-for-sale investments for other-than-temporary declines in value. Other-than-temporary declines in value may exist when the fair value of an investment security has been below the carrying value for an extended period of time. If an other-than-temporary decline in value is determined to exist, the unrealized investment loss, net of tax is recognized as a charge to net income in the period in which the other-than-temporary decline in value occurs, as well as an accompanying permanent adjustment to accumulated other comprehensive income. At March 31, 2008, the Company believes all unrealized losses to be only temporary and due to temporary market conditions.

-8-

CALAMOS ASSET MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(4) Partnership Investments and Offshore Funds

Presented below are the underlying assets and liabilities of the Partnerships and the Offshore Funds that the Company reports on a net basis and the investments accounted for under the equity method presented as partnership investments and offshore funds in its consolidated statements of financial condition as of March 31, 2008 and December 31, 2007.

	March 31,			December 31,
(in thousands)	2008			2007
Calamos Equity Opportunities Fund LP:
Securities owned	$	60,258		$	111,142
Securities sold but not yet purchased		—			(24,838	)
Accrued expenses and other current liabilities		(224	)		(1,478	)
Other current assets		3,810			20
Calamos Equity Opportunities Fund LP securities, net		63,844			84,846
Calamos Market Neutral Opportunities Fund LP:
Securities owned		67,797			81,361
Securities sold but not yet purchased		(16,708	)		(22,372	)
Accrued expenses and other current liabilities		(1,586	)		(5,178	)
Other current assets		3,432			1,028
Calamos Market Neutral Opportunities Fund LP securities, net		52,935			54,839
Calamos Global Funds PLC:
Securities owned		202,356			200,196
Other current assets		6,277			5,107
Accrued expenses and other liabilities		(1,439	)		(2,045	)
Calamos Global Funds PLC		207,194			203,258
Investment in other partnerships		8,961			10,061
Partnership investments and offshore funds	$	332,934		$	353,004

As of March 31, 2008 and December 31, 2007, the Company had a net interest of $28.2 million (44.1%) and $37.2 million (43.9%) in Calamos Equity Opportunities Fund LP, respectively. The minority interests totaled 55.9% and 56.1% of Calamos Equity Opportunities Fund LP at March 31, 2008 and December 31, 2007, respectively, and are presented in the consolidated statements of financial condition as minority interest in partnership investments and offshore funds.

As of March 31, 2008 and December 31, 2007, the Company had a net interest of $51.4 million (97.2%) and $53.3 million (97.2%) in Calamos Market Neutral Opportunities Fund LP, respectively. The minority interests totaled 2.8% of Calamos Market Neutral Opportunities Fund LP at March 31, 2008 and December 31, 2007 and are presented in the consolidated statements of financial condition as minority interest in partnership investments and offshore funds.

As of March 31, 2008 and December 31, 2007, the Company had a net interest of $179.7 million (86.7%) and $203.3 million (100%) in Calamos Global Funds PLC, respectively. The minority interests totaled 13.3% at March 31, 2008, and are presented in the consolidated statements of financial condition as minority interest in partnership investments and offshore funds.

As of March 31, 2008 and December 31, 2007, the Company held a non-controlling interest in certain other partnerships, and therefore, accounted for these investments using the equity method. These investments are presented collectively as investments in other partnerships in the table above.

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CALAMOS ASSET MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(5) Fair Value Measurements

Effective January 1, 2008, the Company adopted the provisions of the Financial Accounting Standards Board’s (FASB) Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value and requires additional disclosure regarding fair value measurement. The implementation of SFAS 157 had no effect on the Company’s financial position or results of operations.

SFAS No. 157 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows: Level 1 — observable inputs such as quoted prices in active markets; Level 2 — inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3 — unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. At March 31, 2008, the Company did not have any positions in Level 3 securities. For assets recorded at fair value, the Company measures fair value using a market approach.

The following provides the hierarchy of inputs used to derive the fair value of the Company’s investment securities, securities owned by the Partnership Investments and by the Offshore Funds and securities sold but not yet purchased as of March 31, 2008. Foreign currency contracts are presented on a net basis where the right of offset exists. There was no net impact of these positions at March 31, 2008.

				Fair Value Measurements at Reporting Date Using
				Quoted Prices			Significant
				in Active			Other		Significant
				Markets for			Observable		Unobservable
(in thousands)	March 31,			Identical Assets			Inputs		Inputs
Description	2008			(Level 1)			(Level 2)		(Level 3)
Investment securities (note 3)	$	496,509		$	496,509		$	—	$	—
Securities owned by Partnership Investments and Offshore Funds (note 4)		330,411			272,382			58,029		—
Securities sold but not yet purchased (note 4)		(16,708	)		(16,708	)		—		—
Total	$	810,212		$	752,183		$	58,029	$	—

(6) Minority Interest in Calamos Holdings LLC

Minority interest in Calamos Holdings LLC represents the Calamos Interests’ aggregate ownership interest of 79.3% and 78.7% in Holdings at March 31, 2008 and December 31, 2007 respectively, and is derived by multiplying the historical equity of Holdings by their aggregate ownership percentage for the periods presented. Issuances and repurchases of CAM’s common stock result in changes to CAM’s ownership percentage and to the minority interests’ ownership percentage of Holdings. The Company’s corresponding changes to stockholders’ equity are reflected in the consolidated statements of changes in stockholders’ equity. Income is allocated to minority interests based on the average ownership interest during the period in which the income is earned. A rollforward of minority interest for the three months ended March 31, 2008 is presented below:

(in thousands)

Minority interest at December 31, 2007	$	352,205
Income allocated to minority interests		2,108
Changes in unrealized gains (losses) on available-for-sale securities		(31,376	)
Sale of Calamos Holdings LLC membership units		(17,364	)
Cumulative impact of changes in ownership of Calamos Holdings LLC units		1,077
Compensation expense recognized under stock incentive plans		1,409
Tax distributions		(22,715	)
Equity distributions		(8,470	)
Minority interest at March 31, 2008	$	276,874

-10-

CALAMOS ASSET MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(7) Earnings Per Share

The following table reflects the calculation of basic and diluted earnings per share:

	Three Months Ended
	March 31,
(in thousands, except per share data)	2008		2007
Earnings per share — basic
Earnings available to common shareholders	$	449	$	7,534
Weighted average shares outstanding		20,337		23,324
Earnings per share — basic	$	0.02	$	0.32
Earnings per share — diluted
Income before minority interest in Calamos Holdings LLC and income taxes	$	2,860	$	53,292
Less: Impact of income taxes		1,153		21,386
Earnings available to common shareholders	$	1,707	$	31,906
Weighted average shares outstanding		20,337		23,324
Conversion of membership units for common stock		77,000		77,000
Dilutive impact of restricted stock units		284		368
Dilutive impact of stock options		—		73
Weighted average shares outstanding		97,621		100,765
Earnings per share — diluted	$	0.02	$	0.32

Diluted shares outstanding for the three months ended March 31, 2008 and 2007 are calculated (a) assuming that Calamos Interests exchanged all of their membership units in Holdings for shares of the Company’s Class A common stock on a one-for-one basis and (b) including the effect of outstanding restricted stock unit and stock option awards. In calculating diluted earnings per share, an effective tax rate of 40.3% and 40.1% was applied to income before minority interest in Calamos Holdings LLC and income taxes for the three months ended March 31, 2008 and 2007, respectively.

The Company uses the treasury stock method to reflect the dilutive effect of unvested restricted stock units (RSUs) and unexercised stock options on diluted earnings per share. Under the treasury stock method, if the average market price of common stock increases above the option’s exercise price, the proceeds that would be assumed to be realized from the exercise of the option would be assumed to be used to acquire outstanding shares of common stock. However, pursuant to SFAS No. 123(R), Share-Based Payment, the awards may be anti-dilutive even when the market price of the underlying stock exceeds the related exercise price. This result is possible because compensation cost attributed to future services and not yet recognized is included as a component of the assumed proceeds upon exercise. The dilutive effect of such options and RSUs would result in the addition of a net number of shares to the weighted average number of shares used in the calculation of diluted earnings per share. For the three months ended March 31, 2008, stock options for 2,583,262 shares and RSUs for 205,637 shares were excluded from the computation of diluted earnings per share as they were anti-dilutive. For the three months ended March 31, 2007, stock options for 1,441,187 shares and RSUs for 383,962 shares were excluded from the computation of diluted earnings per share as they were anti-dilutive.

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CALAMOS ASSET MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(8) Stock Based Compensation

Under the Company’s incentive compensation plan, certain employees of the Company receive stock based compensation comprised of stock options and RSUs. Historically, RSUs have been settled with newly issued shares so that no cash was used by the Company to settle awards; however, the Company may use treasury shares. The Company’s Annual Report on Form 10-K for the year ended December 31, 2007 provides details of this plan and its provisions.

During the first quarter of 2008, the Company granted 943,917 stock options and 314,639 RSUs. There were forfeitures of 174,240 stock options and 73,845 RSUs during the quarter. The weighted average fair value of stock options at the date of grant for the three months ended March 31, 2008 was $6.53, which was estimated on the date of grant using the Black-Scholes option-pricing model. The assumptions used were a dividend yield of 2.27%, expected volatility of 35%, a risk-free interest rate of 3.3% and an expected life of 7.5 years.

During the first quarter of 2008, 188,321 RSUs were exercised and, after 59,330 units were withheld for taxes, 128,991 RSUs were converted, on a one-for-one basis, for shares of CAM’s Class A common stock. The total intrinsic value and the fair value of the converted shares was $3.7 million. The total tax benefit realized in connection with the exercise of the RSUs during the three months ended March 31, 2008 was $481,000, as the Company receives tax benefits based upon the portion of Holdings’ income that it recognizes.

During the three months ended March 31, 2008, expense recorded in connection with the RSUs and stock options was $1.8 million of which $370,000, after giving effect to the minority interests, was credited as additional paid-in capital. During the three months ended March 31, 2007, expense recorded in connection with the RSUs and stock options was $1.6 million of which $377,000, after giving effect to the minority interests, was credited as additional paid-in capital. The amount of deferred tax asset created was $148,000 and $151,000 during the three months ended March 31, 2008 and 2007, respectively. At March 31, 2008, approximately $27.9 million of total unrecognized compensation expense related to nonvested stock option and RSU awards is expected to be recognized over a weighted-average period of 4.4 years.

(9) Total Other Income (Expense), Net

Total other income (expense), net was comprised of the following for the three months ended March 31, 2008 and 2007:

	Three Months Ended
	March 31,
(in thousands)	2008			2007
Interest income	$	847		$	4,030
Interest expense		(8,101	)		(2,036	)
Net interest income (expense)		(7,254	)		1,994
Capital gains and dividend income		2,059			511
Unrealized appreciation (depreciation)		(49,081	)		(440	)
Miscellaneous other income		248			321
Investment and other income (loss)		(46,774	)		392
Minority interest in partnership investments		12,459			751
Total other income (expense), net	$	(41,569	)	$	3,137

Total other income (expense), net had a negative $.25 per share impact on diluted earnings per share during the first quarter of 2008, compared to a positive $.02 per share impact on diluted earnings per share during the first quarter of 2007.

-12-

CALAMOS ASSET MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(10) Common Stock Repurchase

In 2007, the Board of Directors authorized the Company to repurchase up to 2 million shares of Class A common stock, of which 1,340,800 shares have been repurchased as of March 31, 2008.

In order to maintain a one-for-one relationship between the Holdings’ membership units owned by CAM and CAM’s outstanding Class A common stock and to provide CAM with cash to repurchase shares, CAM sold membership units to Holdings equal to the number of shares of Class A common stock that it repurchased. The net impact of these transactions is presented in the consolidated statements of changes in stockholders’ equity.

(11) Recently Issued Accounting Pronouncements

In December 2007, the FASB issued SFAS 141(R), Business Combinations, which establishes requirements for how the acquirer in a business combination recognizes, measures and discloses identified assets and goodwill acquired, liabilities assumed, and any noncontrolling interests. SFAS 141(R) is effective for the Company for any business combination with an acquisition date that is on or after January 1, 2009. The Company is currently evaluating the impact, if any, that the adoption of SFAS 141(R) will have on its financial statements.

In December 2007, the FASB issued SFAS 160, Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51, which establishes accounting and reporting requirements for noncontrolling interest, which the Company currently refers to as minority interest. SFAS 160 would require noncontrolling interest to be reported as a component of equity on the consolidated statements of financial position and the amount of net income attributable to noncontrolling interest to be identified on the consolidated statements of income. SFAS 160 is effective for the Company beginning January 1, 2009. The Company is currently evaluating the impact, if any, that the adoption of SFAS 160 will have on its financial statements.

In March 2008, the FASB issued SFAS 161, Disclosures about Derivative Instruments and Hedging Activities — an amendment of FASB Statement No. 133, which requires additional disclosures for derivative instruments and hedging activities. SFAS 161 is effective for the Company beginning January 1, 2009. The Company is currently evaluating the impact, if any, that the adoption of SFAS 161 will have on its financial statements.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

We provide investment advisory services to institutions and individuals, managing $40.9 billion in client assets at March 31, 2008. Our operating results fluctuate primarily due to changes in the total value and composition of our assets under management. The value and composition of our assets under management are, and will continue to be, influenced by a variety of factors, including purchases and redemptions of shares of mutual funds and separate accounts that we manage, fluctuations in the financial markets around the world that result in appreciation or depreciation of assets under management and our introduction of new investment strategies and products.

We market our investment strategies to our clients through a variety of products designed to suit their investment needs. We currently offer five types of mutual fund and separate account investment products. The following table details our assets under management at March 31, 2008 and 2007.

	March 31,
(in millions)	2008		2007
Mutual Funds
Open-end funds	$	23,784	$	25,706
Closed-end funds		6,874		6,380
Total mutual funds		30,658		32,086
Separate Accounts
Institutional accounts		4,875		4,849
Managed accounts		5,256		5,482
Alternative investments		117		133
Total separate accounts		10,248		10,464
Total assets under management	$	40,906	$	42,550

Our revenues are substantially comprised of investment management fees earned under contracts with the mutual funds and separate accounts that we manage. Our revenues are also comprised of distribution and underwriting fees, including asset-based distributions and/or service fees received pursuant to Rule 12b-1 plans. Investment management fees and distribution and underwriting fees may fluctuate based on a number of factors, including the total value and composition of our assets under management, market appreciation or depreciation and the level of net purchases and redemptions, which represent the sum of new client investments, additional funding from existing clients, withdrawals of assets from and termination of client accounts and purchases and redemptions of mutual fund shares. The mix of assets under management among our investment products also has an impact on our revenues as some products carry different fees than others.

Our largest operating expenses are typically related to the distribution of mutual funds, including Rule 12b-1 payments and the amortization of deferred sales commissions for open-end mutual funds, as well as to employee compensation and benefits expense, which includes salaries, incentive compensation and related benefits costs. Operating expenses may fluctuate due to a number of factors, including changes in distribution expense as a result of fluctuations in mutual fund sales and market appreciation or depreciation, variations in staffing and compensation, marketing-related expenses that include supplemental distribution payments, and depreciation and amortization relating to capital expenditures incurred to maintain and enhance our administrative and operating services infrastructure.

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Operating Results

Three Months Ended March 31, 2008 Compared to Three Months Ended March 31, 2007

Assets Under Management

Assets under management decreased by $1.6 billion, or 4%, to $40.9 billion at March 31, 2008 from $42.6 billion at March 31, 2007. At March 31, 2008 and 2007, our assets under management consisted of 75% mutual funds and 25% separate accounts.

	Three Months Ended
	March 31,						Change
(in millions)	2008			2007			Amount			Percent
Mutual Funds
Beginning assets under management	$	34,835		$	33,704		$	1,131			3	%
Net redemptions		(449	)		(1,952	)		1,503			77
Market appreciation (depreciation)		(3,728	)		334			(4,062	)		*
Ending assets under management		30,658			32,086			(1,428	)		(4	)
Average assets under management		31,403			33,011			(1,608	)		(5	)
Separate Accounts
Beginning assets under management		11,373			11,021			352			3
Net purchases (redemptions)		106			(679	)		785			*
Market appreciation (depreciation)		(1,231	)		122			(1,353	)		*
Ending assets under management		10,248			10,464			(216	)		(2	)
Average assets under management		10,501			10,770			(269	)		(2	)
Total Assets Under Management
Beginning assets under management		46,208			44,725			1,483			3
Net redemptions		(343	)		(2,631	)		2,288			87
Market appreciation (depreciation)		(4,959	)		456			(5,415	)		*
Ending assets under management		40,906			42,550			(1,644	)		(4	)
Average assets under management	$	41,904		$	43,781		$	(1,877	)		(4	)%

* Not meaningful.

During the first quarter of 2008, net redemptions in our mutual funds were $449 million, a favorable change of $1.5 billion from net redemptions of $2.0 billion in the prior-year quarter. The improvement in net redemptions, compared to the first quarter of 2007, was primarily due to a decrease of $1.6 billion in net redemptions of our Growth Fund, which comprises a significant percentage of our total assets under management. Mutual funds were negatively impacted by market depreciation of $3.7 billion during the three months ended March 31, 2008, compared to market appreciation of $334 million during the three months ended March 31, 2007.

Separate accounts had net purchases of $106 million during the first quarter of 2008, mainly due to separate account inflows generated within our institutional accounts, compared to net redemptions of $679 million in the prior-year quarter. Separate accounts were negatively impacted by market depreciation of $1.2 billion during the three months ended March 31, 2008, compared to market appreciation of $122 million during the three months ended March 31, 2007.

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Financial Overview

Operating income was $44.4 million for the first quarter of 2008, compared with $50.2 million for the same period a year ago. Operating margin was 40.1% for the first quarter of 2008 and 43.3% for the year-earlier period. Operating income, after giving effect to income taxes, contributed $0.27 per diluted share in the first quarter of 2008 versus $0.30 in the prior-year period.

Total other income (expense), net was a net expense of $41.6 million for the first quarter of 2008, compared to net income of $3.1 million for the first quarter of 2007. The decrease in total other income (expense), net for the three months ended March 31, 2008, compared to the prior-year quarter, was mostly due to unrealized market depreciation in the current quarter, primarily on our investments in consolidated partnerships and offshore funds. Total other income (expense), net, after giving effect to income taxes, contributed a negative $0.25 per diluted share in the first quarter of 2008 versus a positive $0.02 in the prior-year period.

Revenues

Total revenues decreased by $5.0 million, or 4%, to $110.7 million for the three months ended March 31, 2008 from $115.7 million for the prior year. The decrease was primarily due to lower investment management fees and distribution and underwriting fees.

	Three Months Ended March 31,				Change
(in thousands)	2008		2007		Amount			Percent
Investment management fees	$	77,274	$	78,475	$	(1,201	)		(2	)%
Distribution and underwriting fees		32,470		36,181		(3,711	)		(10	)
Other		949		1,044		(95	)		(9	)
Total revenues	$	110,693	$	115,700	$	(5,007	)		(4	)%

Investment management fees decreased by $1.2 million, or 2%, to $77.3 million for the three months ended March 31, 2008 from $78.5 million for the first quarter of 2007 as a result of a $1.9 billion decrease in average assets under management. The overall decline in investment management fees was primarily due to a decrease in fees from open-end funds, partially offset by higher investment management fees from closed-end funds. Investment management fees from open-end funds were $46.8 million for the three months ended March 31, 2008 compared to $50.2 million for the prior year period as a result of a $2.2 billion decrease in open-end fund average assets under management. This decrease was partially offset by higher investment management fees from our closed-end funds, which increased to $15.4 million for the first quarter of 2008 from $13.4 million for the first quarter of 2007 as a result of a $618 million increase in closed-end fund average assets under management mainly attributable to the assets raised from the launch of the Calamos Global Dynamic Income Fund (CHW) in the second quarter of 2007. Investment management fees as a percentage of average assets under management was 0.74% for the three months ended March 31, 2008 compared to 0.73% for the prior year.

Distribution and underwriting fees decreased by $3.7 million, or 10%, to $32.5 million for the three months ended March 31, 2008 from $36.2 million for the first quarter of 2007. The decrease was due to a $2.4 million decrease in distribution fees as a result of an 8% decrease in open-end fund average assets under management and a $1.3 million decrease in contingent deferred sales charges as a result of a decrease in redemptions.

Operating Expenses

Operating expenses increased by $719,000, or 1%, to $66.3 million for the three months ended March 31, 2008 from $65.5 million for the prior year.

To better align our expense structure with our decreasing revenues, which we believe are driven by prevailing market volatility, we initiated cost containment efforts in February 2008. As part of these efforts we reduced our staff levels by 28 associates, or 7%. In addition, our Chief Executive Officer and our Co-Chief Investment Officer have temporarily reduced their base salaries by nearly one million dollars in aggregate for 2008 as part of these efforts. However, our focus on growing our business will not wane; therefore, we continue to redeploy resources to areas that we view as key growth opportunities, specifically, institutional, wealth management, global expansion and retirement plan distribution. We expect to prudently manage our operating expenses, primarily with respect to employee compensation and benefits, marketing and sales promotion and general and administrative expenses.

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	Three Months Ended March 31,				Change
(in thousands)	2008		2007		Amount			Percent
Employee compensation and benefits	$	23,460	$	20,766	$	2,694			13	%
Distribution and underwriting expense		24,158		25,027		(869	)		(3	)
Amortization of deferred sales commissions		6,120		7,878		(1,758	)		(22	)
Marketing and sales promotion		3,036		3,482		(446	)		(13	)
General and administrative		9,490		8,392		1,098			13
Total operating expenses	$	66,264	$	65,545	$	719			1	%

Employee compensation and benefits expense increased by $2.7 million for the three months ended March 31, 2008 when compared to the prior year. This increase largely reflects the impact of additional staff to support the following initiatives: expand our wealth management and institutional sales; diversify our product offerings by adding complementary fixed income and cash management strategies; and strengthen our information technology infrastructure. Our cost containment efforts resulted in severance-related expense of $1.5 million during the first quarter of 2008 that we do not anticipate will recur. We expect that the full impact of these efforts will be reflected as reductions to compensation and benefits expenses beginning in the second quarter of 2008. These increases in employee compensation and benefits for the first quarter of 2008 were partially offset by a decrease in incentive compensation expense of $1.4 million to reflect below target company performance.

Distribution and underwriting expense decreased by $0.9 million for the first quarter of 2008 when compared to the prior-year period primarily due to a decrease of $1.3 million resulting from the decline in average open-end fund assets under management, partially offset by an increase of $0.4 million due to higher Class C share assets older than one year. Although the Rule 12b-1 fee rates we paid to broker-dealers and other intermediaries in the three months ended March 31, 2008 did not change from the rates paid in the prior year, we expect distribution expense to vary with the change in open-end mutual funds assets under management and with the age of the Class C share assets.

Amortization of deferred sales commissions decreased $1.8 million for the three months ended March 31, 2008 when compared to the prior-year period mainly due primarily lower Class C share sales during the first quarter of 2008.

Marketing and sales promotion expense decreased by $0.4 million primarily due to a $0.6 million reduction in expense that resulted from terminating our two remaining closed-end fund agreements during the second quarter of 2007.

General and administrative expense increased by $1.1 million, of which $0.8 million is attributable to increases in occupancy, depreciation and software licensing to support additional staff and the implementation of our new trade order management and portfolio accounting systems.

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Other Income (Expense), Net

Other income (expense), net for the three months ended March 31, 2008 was a net loss of $41.6 million as compared to a net income of $3.1 million for the three months ended March 31, 2007, and was comprised of the following:

	Three Months Ended
	March 31,
(in thousands)	2008			2007			Change
Interest income	$	847		$	4,030		$	(3,183	)
Interest expense		(8,101	)		(2,036	)		(6,065	)
Net interest income (expense)		(7,254	)		1,994			(9,248	)
Capital gains and dividend income		2,059			511			1,548
Unrealized appreciation (depreciation)		(49,081	)		(440	)		(48,641	)
Miscellaneous other income		248			321			(73	)
Investment and other income (loss)		(46,774	)		392			(47,166	)
Minority interest in partnership investments and offshore funds		12,459			751			11,708
Total other income (expense), net	$	(41,569	)	$	3,137		$	(44,706	)

Total other income (expense), net was a net expense of $41.6 million for the first quarter of 2008, compared to a net income of $3.1 million for the first quarter of 2007. The decrease in total other income (expense), net for the three months ended March 31, 2008, compared to the prior-year quarter, was mostly due to unrealized market depreciation of $36.6 million in the current quarter, primarily on our investments in consolidated partnerships and offshore funds, after giving effect to minority interests’ investment in those products.

As a point of reference, in the fourth quarter of 2007 we launched four offshore funds and seeded these funds with $200 million, consistent with our practice of investing alongside our clients. We view these investments as a component of our $834 million corporate investment portfolio at March 31, 2008, which is primarily comprised of products managed by us. Because our ownership in these funds represents more than 50% of the funds’ assets, we are required to consolidate these portfolios with our financial results. As such, market appreciation and depreciation of our investment in these funds is included in non-operating income (expense), net in our consolidated statement of operations. This accounting treatment of the market depreciation in the first quarter was the primary driver of the decrease in earnings. This consolidation may no longer be required once our investment represents less than 50% of the relevant funds’ total assets and at that point future market appreciation and depreciation would be included as a component of stockholders’ equity.

Also, interest expense was $8.1 million in the first quarter of 2008 and reflects an increase in interest expense of $6.1 million related to the private debt offering that closed during the third quarter of 2007.

Further, the unrealized gains and losses on a significant portion of our investment securities are not recorded to net income; rather, these unrealized gains and losses are recorded as changes to accumulated other comprehensive income, a component of stockholders’ equity. These unrealized gains and losses are only recognized in our consolidated statements of operations when they are realized, which occurs upon the sale of the securities and upon the receipt of capital gains distributions, which typically occur during the fourth quarter of the calendar year. For the three months ended March 31, 2008, net unrealized losses generated by our investment securities was $39.2 million, of which $4.7 million, net of minority interest and taxes, respectively, was recognized as a decrease to accumulated other comprehensive income. For the three months ended March 31, 2007, net unrealized gains generated by our investment securities was $3.4 million, of which $0.5 million, net of minority interest and taxes, respectively, was recognized as an increase to accumulated other comprehensive income.

Income Taxes

Our effective income tax rate was 40.3% and 40.1% for the first three months of 2008 and 2007.

Liquidity and Capital Resources

Our current financial condition remains highly liquid. Our corporate investment portfolio, which is comprised of cash and cash equivalents, investment securities, partnership investments and offshore funds, makes up a significant majority of our assets.

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We anticipate utilizing our cash and cash equivalent balances to develop and invest in our products as opportunities arise, to invest in property and equipment for our facility, to support our operations and to acquire shares under our share repurchase program. Investment securities and offshore funds are principally comprised of company-sponsored mutual funds. In addition, the underlying partnership investments are typically comprised of highly liquid exchange-traded securities. Our working capital requirements historically have been met through cash generated by our operations and long-term debt. We believe these resources will be sufficient over the foreseeable future to meet our requirements with respect to the foregoing activities and to support future growth.

The following tables summarize key statements of financial condition data relating to our liquidity and capital resources.

	March 31,		December 31,
(in thousands)	2008		2007
Statements of financial condition data:
Cash and cash equivalents	$	69,056	$	108,441
Receivables		34,198		39,340
Investment securities		496,509		535,476
Partnership investments and offshore funds		332,934		353,004
Deferred tax assets, net		93,500		90,284
Deferred sales commissions		30,778		34,076
Long-term debt		525,000		525,000

Cash flows for the three months ended March 31, 2008 and 2007 are shown below:

	March 31,
(in thousands)	2008			2007
Cash flow data:
Net cash provided by operating activities	$	20,241		$	43,006
Net cash used in investing activities		(4,473	)		(94,874	)
Net cash used in financing activities		(55,153	)		(31,702	)

Net cash provided by operating activities was $20.2 million for the three months ended March 31, 2008 and was primarily comprised of operating income of $44.4 million partially offset by 2007 non-equity incentive payments of $23.7 million.

The payment of deferred sales commissions by us to financial intermediaries who sell Class B and C shares of our open-end funds was $2.8 million for the three months ended March 31, 2008. We expect that the payment of deferred sales commissions will vary in proportion to future sales of Class B and C shares of open-end funds and that these commissions will continue to be funded by cash flows from operations.

For the three months ended March 31, 2008, net cash used in investing activities was $4.5 million and was comprised of our $2.5 million investment in property and equipment and dividend reinvestments in our investment portfolio.

Net cash used by financing activities was $55.2 million for the three months ended March 31, 2008 and was comprised of distributions to minority shareholders of $31.2 million, including distributions for their tax liabilities of $22.7 million, as well as dividends paid to common shareholders of $2.2 million. Additionally, the Company repurchased 888,700 shares of its Class A common stock at an aggregated cost of $21.9 million during the first quarter of 2008.

We expect our cash and liquidity requirements will be met with the cash on hand and through cash generated by operations.

Recently Issued Accounting Pronouncements

In December 2007, the FASB issued SFAS 141(R), Business Combinations, which establishes requirements for how the acquirer in a business combination recognizes, measures and discloses identified assets and goodwill acquired, liabilities assumed, and any noncontrolling interests. SFAS 141(R) is effective for us for any business combination with an acquisition date that is on or after January 1, 2009. We are currently evaluating the impact, if any, that the adoption of SFAS 141(R) will have on our financial statements.

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In December 2007, the FASB issued SFAS 160, Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51, which establishes accounting and reporting requirements for noncontrolling interest, which we currently refer to as minority interest. SFAS 160 would require noncontrolling interest to be reported as a component of equity on the consolidated statements of financial position and the amount of net income attributable to noncontrolling interest to be identified on the consolidated statements of income. SFAS 160 is effective for us beginning January 1, 2009. We are currently evaluating the impact, if any, that the adoption of SFAS 160 will have on our financial statements.

In March 2008, the FASB issued SFAS 161, Disclosures about Derivative Instruments and Hedging Activities — an amendment of FASB Statement No. 133, which requires additional disclosures for derivative instruments and hedging activities. SFAS 161 is effective for us beginning January 1, 2009. We are currently evaluating the impact, if any, that the adoption of SFAS 161 will have on our financial statements.

Critical Accounting Policies

Our significant accounting policies are summarized in note 2 of the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2007. A discussion of critical accounting policies is included in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2007. There were no significant changes in our significant accounting policies or critical accounting policies during the three months ended March 31, 2008.

Forward-Looking Information

From time to time, information or statements provided by us or on our behalf, including those within this Quarterly Report on Form 10-Q, may contain certain forward-looking statements relating to future events, future financial performance, strategies, expectations and competitive environment, and regulations. These forward-looking statements include, without limitation, statements regarding proposed new products; results of operations or liquidity; projections, predictions, expectations, estimates or forecasts of our business, financial and operating results and future economic performance; and management’s goals and objectives and other similar expressions concerning matters that are not historical facts.

Words such as “may,” “will,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking statements.

Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to: adverse changes in applicable laws or regulations; downward fee pressures and increased industry competition; risks inherent to the investment management business; the loss of revenues due to contract terminations and redemptions; the performance of our investment portfolio as well as our alternative products and offshore funds we manage; our ownership and organizational structure; general declines in the prices of securities; catastrophic or unpredictable events; the loss of key executives; the unavailability of third-party retail distribution channels; increased costs of and timing of payments related to distribution; failure to recruit and retain qualified personnel; a loss of assets, and thus revenues; fluctuation in the level of our expenses; poor performance of our largest funds; damage to our reputation; and the extent and timing of any share repurchases. Further, the value and composition of our assets under management are, and will continue to be, influenced by a variety of factors including, among other things: purchases and redemptions of shares of the open-end funds and other investment products; fluctuations in both the underlying value and liquidity of the financial markets around the world that result in appreciation or depreciation of assets under management; mutual fund capital gain distributions; our ability to access capital markets; our introduction of new investment strategies and products; our ability to educate our clients about our investment philosophy and provide them with best-in-class service; the relative investment performance of our investment products as compared to competing offerings and market indices; competitive conditions in the mutual fund, asset management and broader financial services sectors; investor sentiment and confidence; and our decision to open or close products and strategies when deemed to be in the best interests of our clients. Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2007 discusses some of these and other important factors in detail under the caption “Risk Factors.”

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Forward-looking statements speak only as of the date the statements are made. Readers should not place undue reliance on any forward-looking statements. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable securities laws.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

An analysis of our market risk was included in our Annual Report on Form 10-K for the year ended December 31, 2007. There were no material changes to the Company’s market risk during the three months ended March 31, 2008.

Item 4. Controls and Procedures

Our management, including our principal executive and principal financial officers, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of March 31, 2008, and has concluded that such disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

There were no changes in the company’s internal control over financial reporting that occurred during our first quarter that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

In the normal course of business, we may be subject to various legal proceedings from time to time. Currently, there are no material legal proceedings pending against us.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

In October 2007, the Board of Directors authorized the Company to repurchase up to 2 million shares of Class A common stock. At December 31, 2007, 1,547,900 shares remained available to be repurchased. During the quarter, the Company repurchased the following shares available under this program:

					(c)		(d)
					Total Number of		Maximum Number
					Shares Purchased as		of Shares that May
	(a)		(b)		Part of Publicly		be Purchased
	Total Number of		Average Price Paid		Announced Plans or		Under the Plans or
	Shares Purchased		Per Share		Programs		Programs
January 1 — January 31, 2008		547,900	$	26.44		547,900		1,000,000
February 1 — February 29, 2008		340,800		21.90		340,800		659,200
March 1 — March 31, 2008		—		—		—		659,200
Total		888,700	$	24.70		888,700		659,200

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Item 6. Exhibits

3(i)	Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 2, 2004).
3(ii)	Amended and Restated By-Laws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 8, 2007).
4.1	Stockholders’ Agreement among John P. Calamos, Sr., Nick P. Calamos and John P. Calamos, Jr., certain trusts controlled by them, Calamos Family Partners, Inc. and the Registrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 3, 2004).
4.2	Registration Rights Agreement between Calamos Family Partners, Inc., John P. Calamos, Sr. and the Registrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 3, 2004).
10.1	Employment Agreement between the Registrant and James F. Baka.
10.2	Form of Employee Equity Award Statement.
10.3	Form of Non-Employee Director Equity Award Statement.
31.1	Certification pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act.
31.2	Certification pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act.
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	CALAMOS ASSET MANAGEMENT, INC.                     (Registrant)
Date: May 7, 2008	By:	/s/ Cristina Wasiak
		Cristina Wasiak
		Interim Chief Financial Officer

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EX-10.1

Exhibit 10.1

EXECUTIVE EMPLOYMENT AGREEMENT

     THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of February 15, 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 F. Baka (“Executive”).

RECITALS

     WHEREAS, the Executive currently serves as Executive Vice President — Wealth Management of the Company; and

     WHEREAS, the Company and Executive each desire to enter into this Agreement.

     NOW THEREFORE, the parties agree as follows:

     1. Term. Subject to earlier termination as provided herein, the Company hereby agrees to continue Executive in its employ, and Executive hereby agrees to remain in the employ of the Company, for the period commencing on the Effective Date and ending on December 31, 2009; provided, however, that commencing on January 1, 2009, and on each January 1 thereafter, the term of Executive’s employment under this Agreement shall be extended automatically for one (1) additional year, creating a new two (2)-year term commencing as of such January 1 until such date on which either the Board of Directors of CAM (the “Board”), on behalf of Holdings, or Executive gives written notice to the other, in accordance with Section 15(d), below, that such automatic extension of Executive’s employment under this Agreement shall cease, in which event, as of the effective date of such notice, the term of employment shall become a fixed term ending on the December 31 of the calendar year in which the first anniversary of the date of such notice falls. Any such notice shall be effective immediately upon delivery. The term of Executive’s employment as provided in this Section 1 shall be hereinafter referred to as the “Term.”

     2. Duties.

          (a) Executive’s Positions and Titles. Executive’s positions and titles shall be Executive Vice President, of Advisors. Executive shall also serve as Executive Vice President — Wealth Management of CAM and Holdings, and in such positions with Holdings’ subsidiaries (“Subsidiaries”), to which Executive may be appointed.

          (b) Executive’s Duties. Executive shall have such power and authority to act for and in the name of the Company, as provided in the operating agreement of Advisors, the By-laws of CAM or resolutions of the manager of Advisors (the “Manager”) or the Board. The duties and responsibilities of Executive are and shall continue to be of an executive nature as shall be required by the Company in the conduct of its business and shall include the performance of such lawful and reasonable duties and responsibilities as the Board or the Manager may from time to time assign to

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Executive not inconsistent with Executive’s position(s). Executive recognizes that during the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive will use Executive’s good faith efforts to promote and develop the business of the Company. However, the Company recognizes that during the period of Executive’s employment hereunder, Executive may provide certain services to Calamos Family Partners, Inc. and its affiliates and related entities, and the Company acknowledges and agrees that Executive’s provision of such services shall not be in breach of this Agreement so long as the provision of such services does not (i) interfere with Executive’s primary duties and responsibilities hereunder and (ii) involve Executive providing investment advisory services except as may be approved by the Compensation Committee of CAM (the “Compensation Committee”) (each such services a “Permitted Activity”). Recognizing and acknowledging that it is essential for the protection and enhancement of the name and business of the Company and the goodwill pertaining thereto, Executive shall perform his duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by Employer and the industry from time to time. Executive will not perform any duties for any other business, other than a Permitted Activity without the prior written consent of the Compensation Committee, but may engage in charitable, civic or community activities, provided that such duties or activities do not materially interfere with the proper performance of Executive’s duties under this Agreement.

          (c) Board Service. If so elected, Executive agrees that he will serve as a member of the Board and/or the board of directors or managers, as applicable, of any of its subsidiaries and affiliates, as well as to serve as a member of any committee of any of said boards, to which Executive may be elected or appointed.

     3. Compensation and Benefits.

          (a) Base Salary. During the Term, Executive shall receive a base salary (“Base Salary”), paid in accordance with the normal payroll practices of the Company, at an annual rate of $250,000. The Base Salary shall be reviewed from time to time in accordance with the Company’s policies and practices, but no less frequently than once annually and may be increased, but not decreased (other than as part of an across-the-board reduction applicable to the Company’s senior executive officers), at any time and from time to time by action of the Board or the Compensation Committee. The term “Base Salary” shall include any such increases or any permitted decreases to the Base Salary from time to time.

          (b) Annual Bonus Programs. In addition to the Base Salary, Executive shall be eligible to participate throughout the Term in such annual bonus plans and programs (“Annual Bonus Programs”), as may be in effect from time to time in accordance with the Company’s compensation practices and the terms and provisions of any such plans or programs; provided that Executive’s eligibility for and participation in each Annual Bonus Program shall be at a level and on terms and conditions no less favorable than those for other senior executives, excluding the Portfolio Managers Incentive Plan applicable to senior executives of the Company with portfolio management responsibilities. If Executive achieves his target performance goals, as determined by the Compensation Committee on an annual basis, Executive shall have a target annual bonus (“Target

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Bonus”) under such Annual Bonus Programs equal to not less than 200% of his Base Salary and a maximum annual bonus opportunity equal to not less than 150% of such Target Bonus.

          (c) Long Term Incentive Programs. In addition to the Base Salary and participation in the Annual Bonus Programs, Executive shall be eligible to participate throughout the Term in such long term bonus plans and programs including stock option, restricted stock unit, restricted shares, performance stock unit and other similar programs (“Long Term Incentive Programs”), as may be in effect from time to time in accordance with the Company’s compensation practices and the terms and provisions of any such plans or programs; provided that Executive’s participation in each Long Term Incentive Program shall be at a level and on terms and conditions no less favorable than participation by other senior executives of the Company; and, provided further that subject to the discretion of the Compensation Committee based upon the performance of the Company and the Executive and competitive pay practices, it is expected that the Executive shall receive annually Long Term Incentive Program awards with a value equal to 200% of Base Salary.

          (d) Other Incentive Plans. During the Term, Executive shall be eligible to participate, subject to the terms and conditions thereof, in all other incentive plans and programs, including such cash and deferred bonus programs as may be in effect from time to time with respect to senior executives employed by the Company on as favorable a basis as provided to other similarly situated senior executives so as to reflect Executive’s responsibilities.

          (e) Pension and Welfare Benefit Plans. During the Term, Executive and Executive’s dependents, as the case may be, shall be eligible to participate in all pension and similar benefit plans (qualified, non-qualified and supplemental), profit sharing, 401(k), as well as all medical and dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans and programs of the Company, subject to the terms and conditions thereof, as in effect from time to time with respect to senior executives employed by the Company so as to reflect Executive’s responsibilities.

          (f) Perquisites. During the Term, Executive shall be entitled to participate in perquisite programs, as such are made available to senior executives of the Company.

          (g) Expenses. During the Term, Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by him in accordance with the policies and practices of the Company as in effect from time to time.

          (h) Vacation. During the Term, Executive shall be entitled to paid vacation in accordance with the policies and practices of the Company as in effect from time to time with respect to senior executives employed by the Company, but in no event shall such vacation time be less than four (4) weeks per calendar year.

          (i) Certain Amendments. Nothing herein shall be construed to prevent the Company from amending, altering, eliminating or reducing any plans, benefits or programs so long as Executive continues to receive compensation and benefits consistent with Sections 3(a) through (i).

     4. Termination.

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          (a) Permanent Disability. Either Executive or the Company may terminate Executive’s employment, after having established Executive’s Permanent Disability, by giving notice of his or its intention to terminate Executive’s employment. For purposes of this Agreement, Executive shall be deemed to have a “Permanent Disability” for purposes of this Agreement if Executive has any medically determinable physical or mental impairment that has lasted for a period of not less than six (6) months in any twelve (12)-month period and that renders Executive unable to perform the duties required under the Agreement. Such determination shall be made by written certification (“Certificate”) of Executive’s Permanent Disability by a physician jointly selected by the Company and the Executive; provided that if the Company and Executive cannot reach agreement on the physician, the Certification shall be by a panel of physicians consisting of one physician selected by the Company, one physician selected by the Executive and a third physician jointly selected by those two physicians.

          (b) Cause.

               (i) The Company may terminate Executive’s employment at any time for Cause, if Cause as defined below exists.

               (ii) For purposes of this Agreement, “Cause” means with respect to Executive the occurrence of any of the following events:

                    (A) Executive’s conviction of any felony or other serious crimes;

                    (B) Executive’s material breach of any of the terms of the Agreement or any other written agreement or material Company policy to which Executive and the Company are parties or are bound, if such breach shall be willful and shall continue beyond a period of twenty (20) days immediately after written notice thereof by the Company to Executive;

                    (C) wrongful misappropriation by Executive of any money, assets, or other property of the Company or a client of the Company;

                    (D) willful actions of failure to act by the Executive which subject the Executive or the Company to censure by the Securities and Exchange Commission as described in and pursuant to Section 203(e) or 203(f) of the Investment Advisers Act of 1940 or Section 9(b) of the Investment Company Act of 1940 or to censure by a state securities administrator pursuant to applicable state securities laws or regulations;

                    (E) Executive’s commission of fraud or gross moral turpitude; or

                    (F) Executive’s continued willful failure to substantially perform Executive’s duties under this Agreement after receipt of written notice thereof and an opportunity to so perform.

               (iii) Cause shall be determined by the affirmative vote of at least seventy five percent (75%) of the members of the Board (excluding the Executive, if a Board

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member, and excluding any member of the Board involved in events leading to the Board’s consideration of terminating Executive for Cause). Executive shall be given twenty (20) days written notice of the Board meeting at which Cause shall be decided (which notice shall be deemed to be notice of the existence of Cause if Cause is found to exist by the Board), and shall be given an opportunity prior to the vote on Cause to appear before the Board, with or without counsel, at Executive’s election, to present arguments on his own behalf. The notice to Executive of the Board meeting shall include a description of the specific reasons for such consideration of Cause. The pendency of the notice period described herein shall not prevent or delay the Company’s ability to enforce the Restrictive Covenants contained herein.

               (iv) For purposes of this Section 4(b), no act or failure to act, on the part of Executive, shall be considered willful if it is done, or omitted to be done, by him in good faith and with a reasonable belief that his action or omission was in the best interests of the Company.

          (c) Good Reason.

               (i) Executive may terminate Executive’s employment at any time for Good Reason, if:

               (A) (1) An event or condition occurs which constitutes any of (B)(1) through (B)(5) below; (2) Executive provides the Company with written notice pursuant to Section 15(d) that he intends to resign for Good Reason and such written notice includes (I) a designation of at least one of (B)(1) through (B)(5) below (the “Designated Section”) and (II) specifically describes the events or conditions Executive is relying upon to satisfy the requirements of the Designated Section(s); (3) as of the twentieth (20th) day following the date notice is given by Executive to the Company, such events or conditions have not been corrected in all material respects; and (4) Executive’s resignation is effective within ninety (90) days of the date Executive first has actual knowledge of the occurrence of the first event or condition upon which Executive relies upon to satisfy any of the Designated Section(s).

               (B) “Good Reason” shall mean the occurrence of any of the following without the express written consent of Executive:

                    (1) any material breach by the Company of the Agreement (including any reduction in Executive’s Base Salary, Target Bonus opportunity or maximum bonus opportunity);

                    (2) any material adverse change in the status, position or responsibilities of Executive, including a change in Executive’s reporting relationship;

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                    (3) assignment of duties to Executive that are materially inconsistent with Executive’s position and responsibilities described in this Agreement;

                    (4) the failure of the Company to assign this Agreement to a successor to the Company or failure of a successor to the Company to explicitly assume and agree to be bound by this Agreement;

                    (5) requiring Executive to be principally based at any office or location more than forty (40) miles from the current offices of the Company in Naperville, Illinois; or

                    (6) delivery by the Company of written notice to Executive to cease the automatic extension provision set forth in Section 1 above.

          (d) Termination by Executive Without Good Reason. Executive may, at any time without Good Reason, by at least thirty (30) days’ prior notice, voluntarily terminate this Agreement without liability.

          (e) Termination by the Company Without Cause. The Company may terminate Executive’s employment at any time without Cause.

          (f) Notice of Termination. Any termination of Executive’s employment by the Company for Permanent Disability or for or without Cause, or by Executive for Disability or for or without Good Reason, shall be communicated by a Notice of Termination to the other party hereto given in accordance with Section 15(d). For purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon; (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated; and (iii) specifies the Date of Termination (defined below); provided, such Notice of Termination may be conditional if coupled with a notice of the Board’s consideration of “Cause” or Executive’s intention to resign for “Good Reason,” as the case may be, as provided above.

          (g) Date of Termination. “Date of Termination” means the date Notice of Termination is given pursuant to Section 15(d) or any later date specified therein; provided, (i) any Notice of Termination pursuant to Section 4(a) shall be effective ninety (90) days after the date given, (ii) any Notice of Termination pursuant to Section 4(b) or Section 4(c) shall be effective not less than twenty (20) days after the date given, (iii) any Notice of Termination pursuant to Section 4(d) shall be effective not less than thirty (30) days after the date given, and (iv) in every other case any Notice of Termination shall be effective not more than fifteen (15) days after the date given. Executive’s Date of Termination shall be the date of his death if applicable.

     5. Obligations of the Company upon Termination. Executive’s entitlements upon termination of employment are set forth below. Except to the extent otherwise provided in this Agreement, all benefits, including stock option grants, restricted shares, restricted stock units and awards under the Long Term Incentive Programs, shall be subject to the terms and conditions of the

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plan or arrangement under which such benefits accrue, are granted or are awarded. For purposes of this Section 5, the term “Accrued Obligations” shall mean, as of the Date of Termination, (i) Executive’s full Base Salary through the Date of Termination, at the rate in effect at the time Notice of Termination is given (disregarding any reduction constituting Good Reason), to the extent not theretofore paid, (ii) the amount of any bonus, incentive compensation, deferred compensation and other cash compensation earned (and not forfeited hereunder) by Executive as of the Date of Termination to the extent not theretofore paid, and (iii) any vacation pay, expense reimbursements and other cash entitlements accrued by Executive as of the Date of Termination to the extent not theretofore paid. For purposes of determining an Accrued Obligation under this Section 5, amounts shall be deemed to accrue ratably over the period during which they are earned (and not forfeited hereunder), but no discretionary compensation shall be deemed earned or accrued until it is specifically approved by the Board or the Compensation Committee in accordance with the applicable plan, program or policy.

          (a) Death. If Executive’s employment is terminated by reason of Executive’s death, then this Agreement shall terminate without further obligations by the Company to Executive’s legal representatives under this Agreement, except as set forth in this Section 5(a) or as contained in an applicable Company plan or program which takes effect at the date of his death, but in no event shall the Company’s obligations be less than those provided by this Agreement.

               (i) Executive’s Accrued Obligations not theretofore paid;

               (ii) from and after the Date of Termination, Executive’s surviving spouse, other named beneficiaries or other legal representatives, as the case may be, shall be entitled to receive those benefits payable to them under the provisions of any plan or program described in Section 3 above;

               (iii) Executive’s eligible dependents shall receive continuation of medical benefits upon the same terms as exist immediately prior to the termination of employment for the eighteen (18)-month period immediately following the Date of Termination; and

               (iv) all unexercised stock options and all unpaid restricted shares, restricted stock units and other equity-incentive compensation awards theretofore granted to Executive shall be vested or forfeited, as the case may be, and any vested stock options shall be exercisable, in accordance with the provisions of the applicable agreement or award.

          (b) Permanent Disability. If Executive’s employment is terminated by reason of Executive’s Disability, then Executive shall be entitled to receive as of the Date of Termination:

               (i) Executive’s Accrued Obligations not theretofore paid;

               (ii) disability benefits, if any, at least equal to those then provided by the Company to disabled executives and their families;

               (iii) Executive and Executive’s eligible dependents shall be entitled to receive those benefits payable to them under the provisions of any applicable plan or program described in Section 3 and above and shall receive continuation of medical benefits

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upon the same terms as exist immediately prior to the termination of employment for the eighteen (18) month period immediately following the Date of Termination; and

               (iv) all unexercised stock options and all unpaid restricted shares, restricted stock units and other equity-incentive compensation awards theretofore granted to Executive shall be vested or forfeited, as the case may be, and any vested stock options shall be exercisable, in accordance with the provisions of the applicable agreement or award.

          (c) Cause/Other Than for Good Reason. If Executive’s employment is terminated for Cause by the Company or if Executive terminates Executive’s employment without Good Reason, then the Company shall pay Executive all Accrued Obligations. All unexercised stock options and all unpaid restricted shares, restricted stock units and other equity-incentive compensation awards theretofore awarded to Executive shall be vested or forfeited, as the case may be, and any vested stock options shall be exercisable, in accordance with the provisions of the applicable agreement or award.

          (d) Other Than for Cause, Death or Permanent Disability; For Good Reason. If the Company terminates Executive’s employment other than for Cause or Permanent Disability or if Executive terminates; Executive’s employment for Good Reason, then:

               (i) The Company shall pay to Executive the following amounts:

                    (A) Executive’s Accrued Obligations not theretofore paid; and

                    (B) an amount (subject to reduction as provided in Section 5(b)(iv)) equal to one and one-half (1.5) times the Executive’s Base Salary at the highest annual rate in effect at any time during the twenty-four (24)-month period ending on the date the Notice of Termination is given, which amount shall be payable in eighteen (18) monthly installments commencing with the month following the Date of Termination (such eighteen (18)-month period, the “Salary Continuation Period”);

                    (C) a pro-rated Target Bonus for the year of termination (which Target Bonus is to be based on the Base Salary used under paragraph (i)(B) above), payable at the time bonuses are paid to other senior executives;

               (ii) the Company shall provide to Executive the health and welfare benefits (or, if such benefits are not available, the value thereof in cash) specified in Section 3(e) to which Executive is entitled as of the Date of Termination during the Salary Continuation Period, provided that the amount of the monthly payments pursuant to Section 5(d)(i)(B) above shall be reduced by the employee’s portion of the cost of such benefits, which Executive would be required to pay if he were actually employed during such period; provided that, such benefits will cease when such Salary Continuation Period ends, at which time a COBRA qualifying event shall be deemed to occur;

               (iii) all unexercised stock options and all unpaid restricted shares, restricted stock units and other equity-incentive compensation awards theretofore granted to

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Executive shall be vested or forfeited, as the case may be, and any vested stock options shall be exercisable, in accordance with the provisions of the applicable agreement or award.

               (iv) in the event the Executive shall commence employment with or otherwise provide compensated services on a full-time basis during the Salary Continuation Period to any person or entity, other than the Company or CAM or in connection with any Permitted Activity, then the Executive shall notify the Company in writing and the monthly payments described in paragraph (i)(B) above shall cease, and in lieu of monthly payments then remaining to be paid, the Company shall pay a lump sum cash payment within ten (10) business days to Executive equal to fifty percent (50%) of the aggregate amount of such remaining payments; and

               (v) the compensation and benefits described in this Section 5(d) shall be in lieu of compensation and benefits provided under any severance plan or agreement of the Company.

          (e) Qualified Change of Control.

               (i) If (I) Executive is terminated by the Company without Cause or Executive resigns for Good Reason during the period commencing on a Qualified Change of Control and ending on the second (2nd) anniversary of the Qualified Change of Control (such two (2) year period being the “Protection Period” hereunder) or (II) Executive reasonably demonstrates that such termination of employment (or event constituting Good Reason) prior to a Qualified Change of Control was at the request of a third party who was taking steps reasonably calculated to effect a Qualified Change of Control and a Qualified Change of Control actually occurs (each a “Qualifying Termination”), then Executive shall be entitled to receive:

                    (A) a pro-rata annual bonus for the year of termination based on the bonus amount determined under Section 5(e)(i)(B)(II) below;

                    (B) an amount in cash equal to three (3) times the sum of (I) Executive’s annual Base Salary (at the highest annual rate in effect at any time during the twenty-four (24)-month period ending on the date the Notice of Termination is given and (II) annual Target Bonus (which Target Bonus is to be based on such Base Salary) or if greater, the actual bonus earned with respect to the fiscal year immediately preceding the Change in Control, and

                    (C) continuation of medical benefits and dental until the second anniversary of the Date of Termination upon the same terms as exist for Executive immediately prior to the Date of Termination.

               (ii) The Company shall continue to have all other rights available hereunder (including all rights under the Restrictive Covenants and any restrictive covenants set forth in any plan, award and agreement applicable to Executive, at law or in equity).

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               (iii) The amounts described in Section 5(e)(i)(A) and (B) shall be paid in a lump sum within ten (10) days after the Date of Termination. Such amounts or benefits shall not be subject to mitigation or offset, except that medical benefits may be offset by comparable benefits obtained by Executive in connection with subsequent employment.

               (iv) Anything set forth in any equity plan, equity award or any other provision of this Agreement between the Company and Executive to the contrary notwithstanding, all of Executive’s outstanding equity grants shall fully vest upon the occurrence of a Qualified Change of Control (to the extent not previously vested). In addition, on the Date of Termination, all options theretofore granted to Executive and not exercised by Executive shall become fully vested and all other equity-based compensation (including restricted shares and restricted stock units) granted to Executive prior to the Date of Termination which had not vested shall become fully vested and non-forfeitable, and shall be exercisable or payable in accordance with the terms of the applicable award or agreement.

               (v) “Qualified Change of Control” shall be deemed to have occurred in the event that any person, entity or group shall become the beneficial owner of such number of shares of Class A and/or Class B Common Stock, and/or any other class of stock of CAM, then outstanding that is entitled to vote in the election of directors (or is convertible into shares so entitled to vote) as together possess more than fifty percent (50%) of the voting power of all of the then outstanding shares of all such classes of voting stock of CAM so entitled to vote. For purposes of the preceding sentence, “person, entity or group” shall not include (i) any employee benefit plan of the Company or (ii) the Calamos Family; and for purposes of this paragraph (v) “group” shall mean persons who act in concert as described in Section 14(d)(2) of the 1934 Act and “Calamos Family” shall mean John P. Calamos, Sr., Nick P. Calamos and/or John P. Calamos, Jr., and their respective spouses and lineal descendants, and each corporation, trust or other entity controlled by any of the foregoing individuals.

               (vi) The compensation and benefits described in Section 5(e) shall be in lieu of compensation and benefits provided otherwise for a termination under Section 5(d) of this Agreement and any other severance plan or agreement of the Company.

          (f) General Release. Executive acknowledges and agrees that Executive’s right to receive severance pay and other benefits pursuant to Section 5(d) or (e) of this Agreement (other than his Accrued Obligations) is contingent upon Executive’s compliance with the Restrictive Covenants set forth in Section 11 of this Agreement and Executive’s execution and acceptance of the terms and conditions of, and the effectiveness of, a general release in a form substantially similar to that attached hereto as Exhibit A with such changes as may be necessary under then-existing law (the “Release”). If Executive fails to comply with the covenants set forth in Section 11 or if Executive fails to execute the Release or revokes the Release during the seven (7)-day period following his execution of the Release, then Executive shall not be entitled to any severance payments or other benefits to which Executive would otherwise be entitled under Section 5(d) or (e).

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     6. Additional Payments. If it is determined that any amount, right or benefit paid or payable (or otherwise provided or to be provided) to Executive by the Company or any of its affiliates under this Agreement or any other plan, program or arrangement under which Executive participates or is a party (collectively, the “Payments”), would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended from time to time (the “Code”), subject to the excise tax imposed by Section 4999 of the Code, as amended from time to time (the “Excise Tax”), then Executive shall be entitled to receive an additional payment from the Company (a “Gross-Up Payment”) in an amount such that, after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any income and employment taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment (and any interest and penalties imposed with respect thereto), Executive retains an amount of the Gross-Up Payment equal to the Excise Tax (including any interest and penalties imposed with respect thereto) imposed upon the Payments. All determinations required to be made under this Section 6, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an independent, nationally recognized accounting firm mutually acceptable to the Company and Executive (the “Auditor”). The Auditor shall provide detailed supporting calculations to both the Company and Executive within fifteen (15) business days of the receipt of notice from Executive or the Company that there has been a Payment, or such earlier time as is requested by the Company. All fees and expenses of the Auditor shall be paid by the Company. Any Gross-Up Payment, as determined pursuant to this Section 6, shall be paid by the Company to Executive within five (5) days of the receipt of the Auditor’s determination. All determinations made by the Auditor shall be binding upon the Company and Executive; provided that if, notwithstanding the Auditor’s initial determination, the Internal Revenue Service (or other applicable taxing authority) determines that an additional Excise Tax is due with respect to the Payments, then the Auditor shall recalculate the amount of the Gross-Up Payment based upon the determinations made by the Internal Revenue Service (or other applicable taxing authority) after taking into account any additional interest and penalties (the “Recalculated Amount”) and the Company shall pay to Executive the excess of the Recalculated Amount over the Gross-Up Payment initially paid to Executive within five (5) days of the receipt of the Auditor’s recalculation of the Gross-Up Payment.

     7. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit Executive’s continuing or future participation in any benefit, bonus, incentive or other plan or program provided by the Company and for which Executive may qualify, nor shall anything herein limit or otherwise affect such rights as Executive may have under any stock option, restricted shares or other agreement with the Company or any of its affiliated companies. Except as otherwise provided herein, amounts and benefits which are vested benefits or which Executive is otherwise entitled to receive under any plan, program, agreement or arrangement of the Company at or subsequent to the Date of Termination shall be payable in accordance with such plan or program.

     8. No Set-Off; No Mitigation. Except as provided herein, the Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including any set-off, counterclaim, recoupment, defense or other right which the Company may have against Executive or others. In no event shall Executive be obligated to seek other employment or take any other action by way of

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mitigation of the amounts payable to Executive under any of the provisions of this Agreement, and such amounts shall not be reduced whether or not Executive obtains other employment except as provided in Section 5(d)(iv).

     9. Arbitration of Disputes. Except as set forth in Section 11(g), any controversy or claim arising out of or related to (A) this Agreement, (B) the breach thereof or (C) Executive’s employment with the Company or the termination of such employment shall be settled by arbitration in Chicago, Illinois, before a single arbitrator administered by the American Arbitration Association (“AAA”) under its National Rules for the Resolution of Employment Disputes, effective as of January 1, 2004 (the “Employment Rules”), and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, Rule R-34 of the AAA’s Commercial Arbitration Rules amended and restated as of July 1, 2003 (instead of Rule 27 of the Employment Rules), shall apply to interim measures. References herein to any arbitration rule(s) shall be construed as referring to such rule(s) as amended or renumbered from time to time and to any successor rules. References to the AAA include any successor organization.

     10. Entire Agreement. Executive acknowledges and agrees that this Agreement includes the entire agreement and understanding between the parties and supercedes any prior agreements, written or oral, with respect to the subject matter hereof, including the termination of Executive’s employment during the Term and all amounts to which Executive shall be entitled whether during the Term or thereafter and any restrictive covenants to which Executive may be subject. Executive also acknowledges and agrees that Executive’s right to receive severance pay and other benefits pursuant to Section 5(d)(i)(B), Section 5(d)(ii), Section 5(d)(iv), and Section 5(e)(i)(B) and (C) of this Agreement is contingent upon Executive’s compliance with the Restrictive Covenants set forth in Section 11 of this Agreement.

     11. Executive’s Covenants.

          (a) Executive’s Acknowledgment. Executive agrees and acknowledges that in order to assure the Company that it will retain its value and that of the Business as a going concern, it is necessary that Executive not utilize special knowledge of the Business and its relationships with customers to compete with the Company. For purposes of this Agreement, “Business” means the provision of investment management, investment advisory, portfolio management, financial analysis, research or similar services relating to the investment of international or domestic equity or debt securities or other activities or services of the type provided by the Company or its affiliates to its clients on a worldwide basis including, without limitation, open-end and closed-end, registered and unregistered, investment companies (“Funds”), and the direct and indirect sale and/or distribution of equity interests in the Funds; and “Competing Activity” or “Competing Activities” means engaging in the Business. Executive further acknowledges that:

               (i) the Company is and will be engaged in the Business during the Term and thereafter;

               (ii) Executive will occupy a position of trust and confidence with the Company, and during the Term, Executive will become familiar with the Company’s trade secrets and with other proprietary and Confidential Information concerning the Company and the Business;

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               (iii) the agreements and covenants contained in this Section 11 are essential to protect the Company, the near permanent client relationships and the goodwill of the Business and compliance with such agreements and covenants will not impair Executive’s ability to procure subsequent and comparable employment; and

               (iv) Executive’s employment with the Company has special, unique and extraordinary value to the Company and the Company would be irreparably damaged if Executive were to provide services to any person or entity in violation of the provisions of this Agreement.

          (b) Confidential Information. For purposes of this Agreement, “Confidential Information” shall mean trade secrets and other proprietary information concerning the products, processes or services of the Company or any of its affiliates, which information (i) has not been made generally available to the public, and is useful or of value to Company’s current or anticipated business activities or of those of any affiliate or client of Company or (ii) has been identified to Executive as confidential, either orally or in writing, including but not limited to, computer programs; research and other statistical data and analyses; marketing, organizational or other research and development, or business plans; personnel information, including the identity of other Executives of the Company, their responsibilities, competence, abilities, and compensation; financial, accounting and similar records of Company, its affiliates and/or any Fund or account managed by the Company or its affiliates (such Funds or accounts referred to herein as “Company Funds”); current and prospective client lists and information on clients and their Executives; client investment objectives, the nature of their investment portfolios and contractual agreements with the Company or its affiliates; information concerning planned or pending investment products, acquisitions or divestitures; and information concerning the marketing and/or sale or distribution of equity interests in the Funds. Confidential Information shall not include information which: (a) is in or hereafter enters the public domain through no fault of Executive; (b) is obtained by Executive from a third party having the legal right to use and disclose the same; or (c) is in the possession of Executive prior to receipt from the Company (as evidenced by Executive’s written records pre-dating the date of employment). All notes, reports, plans, published memoranda or other documents created, developed, generated or held by Executive during employment, concerning or related to the Company’s or its affiliates business, and whether containing or relating to Confidential Information or not, and all tangible personal property of the Company or its affiliates entrusted to Executive or in Executive’s direct or indirect possession or control, are the property of the Company, and will be promptly delivered to the Company and not thereafter used by Executive upon termination of Executive’s employment for any reason whatsoever.

          (c) Non-Disclosure. Executive agrees that during employment with the Company (including any employment following the Term) and at all times thereafter, Executive shall not reveal to any competitor or other person or entity (other than current employees of the Company) any Confidential Information regarding Clients (as defined herein) that Executive obtains while performing services for the Company, except as may be required in Executive’s reasonable judgment to fulfill his duties hereunder.

          (d) Non-Compete. Except as otherwise provided below or approved by the Compensation Committee in writing, during the term of Executive’s employment with the Company

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and, after such termination of employment, for a period after such termination ending upon the eighteen (18)-month anniversary of the Date of Termination (such period the “Post-Termination Non-Compete Period”), Employee shall not engage in, or own or control any interest in, or act as an officer, director or employee of, or consultant, advisor or lender to any firm, corporation, institution, business or entity (each an “Entity”) directly or indirectly engaged in the Business.

          (e) “Calamos” Name. Employee understands that Company’s name, the name of any Funds and accounts managed by the Company (such proprietary Funds, accounts and any other client account managed by the Company, the “Company Accounts”) and the investment performance of any Company Account and Company’s relationships with its clients and employees are extremely valuable and are the result of the expenditure of substantial time, effort and resources by the Company. Therefore, during the period of Executive’s employment and the Post-Termination Non-Compete Period, Employee agrees that he will not, directly or indirectly, on his or her behalf or another’s behalf:

               (i) solicit the Company’s or its affiliates’ clients to provide, offer to provide, or provide to any such clients, services or products of the kind generally offered or provided by Company or its affiliates; or

               (ii) solicit, induce or encourage any person who is then in the employ of the Company to leave his or her employment, agency or office with Company, or employ or be employed with any such person or persons, for the purpose of providing or offering to provide, services or products of the kind generally offered by Company or its affiliates; or

               (iii) refer to the Company, “Calamos”, “Calamos Investments” or “Calamos Asset Management” or any other name used by the Company, any Company Account or the investment performance thereof, or Executive’s prior association with the Company or its affiliates or any Company Account in any public filing or in any advertisement or marketing of any service or product which is a Competing Activity; or

               (iv) maintain a relationship of the type described in paragraph (d) above with any Entity which refers to the Company, any Company Account or the investment performance thereof, or Executive’s prior association with Company or any Company Account in any public filing or in any advertisement or marketing of any service or product which is a Competing Activity.

          (f) Notwithstanding the foregoing, nothing in paragraph (d) or (e) of this Section 11 shall prohibit Executive from engaging in Permitted Activities or prohibit Executive or any other person or Entity from referring to information described in said paragraphs, provided such reference is not made in advertising or marketing in newspapers, magazines, trade journals or other public media, or direct advertising or marketing materials, and such information is limited to the extent that (i) such information is contained in any SEC filings previously made by the Company or (ii) reference to such information is otherwise required by law. The Company and Employee agree that, based on applicable rules, regulations and court decisions in effect as of the date this Agreement is entered into, information relating to the investment performance of any Company Account is not information reference to which “is otherwise required by law” within the meaning of said clause (ii). During the Post-Termination Non-Compete Period, nothing in paragraph (d) of this

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Section 11 shall prohibit Executive from directly or indirectly owning or controlling any interest in, or acting as an officer, director, employee, consultant or advisor of, or otherwise rendering services to any Entity which is directly or indirectly involved in Competing Activities, if, prior to commencing such relationship, Executive has delivered to such Entity a copy of Section 11 of this Agreement and then, for only for so long as Executive (A) complies with his other obligations under this Agreement; (B) does not directly or indirectly take or otherwise participate in or assist such Entity with respect to any acts or actions described in Section 11(e); and (C) upon request of the Company, provides the Company with a written representation of his compliance with his obligations and restrictions set forth in this Agreement and such other information as is reasonably requested by the Company to demonstrate such compliance by Executive. In addition, Section 11 shall not prohibit Executive from being a passive owner of not more than an aggregate of two percent (2%) of the outstanding shares of any class of securities of an Entity which is publicly traded, so long as Executive does not have any active participation in the business of such Entity.

          (g) Non-Exclusive Remedy for Restrictive Covenants. Executive acknowledges and agrees that the covenants set forth in this Section 11 (collectively, the “Restrictive Covenants”) are reasonable and necessary for the protection of the Company’s business interests, that irreparable injury will result to the Company if Executive breaches any of the terms of the Restrictive Covenants, and that in the event of Executive’s actual or threatened breach of any such Restrictive Covenants, the Company will have no adequate remedy at law. Executive accordingly agrees that in the event of any actual or threatened breach by him of any of the Restrictive Covenants, the Company shall be entitled to immediate temporary injunctive and other equitable relief, without the necessity of showing actual monetary damages or the posting of bond. Nothing contained herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages. The duration of a Restrictive Covenant shall be extended by such time during which such breach or threatened breach continues without cure by Executive.

     12. Indemnification.

          (a) The Company agrees that if Executive is made a party to or involved in, or is threatened to be made a party to or otherwise to be involved in, any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he is or was a director, officer or employee of the Company or is or was serving at the request of the Company as a director, officer, member, employee or agent of another corporation, limited liability corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is Executive’s alleged action in an official capacity while serving as a director, officer, member, employee or agent, Executive shall be indemnified and held harmless by the Company against any and all liabilities, losses, expenses, judgments, penalties, fines and amounts reasonably paid in settlement in connection therewith, and shall be advanced reasonable expenses (including attorneys’ fees) as and when incurred in connection therewith, to the fullest extent legally permitted or authorized by the Company’s By-laws or, if greater, by the laws of the State of Delaware, as may be in effect from time to time. The rights conferred on Executive by this Section 12(a) shall not be exclusive of any other rights which Executive may have or hereafter acquire under any statute, the By-laws, agreement, vote of stockholders or disinterested directors, or otherwise. The indemnification and advancement of

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expenses provided for by this Section 12 shall continue as to Executive after he ceases to be a director, officer or employee and shall inure to the benefit of his heirs, executors and administrators.

          (b) During the Term and thereafter for the duration of any statute of limitations or other period during which a claim might be successfully brought against Executive, Executive shall be covered to the same extent as directors by any directors’ and officers’ liability insurance policy maintained by the Company from time to time.

     13. Successors.

          (a) This Agreement is personal to Executive and, without the prior written consent of the Company, shall not be assignable by Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Executive’s legal representatives.

          (b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors. It shall not be assignable by the Company or its successors except in connection with the sale or other disposition of all or substantially all the assets or business of the Company. The Company shall require any successor to all or substantially all of the business or assets of the Company, whether direct or indirect, by purchase, merger, consolidation, acquisition of stock, or otherwise, by an agreement in form and substance reasonably satisfactory to Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent as the Company would be required to perform if no such succession had taken place.

     14. Amendment; Waiver. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and may be amended, modified or changed only by a written instrument executed by Executive and the Company. No provision of this Agreement may be waived except by a writing executed and delivered by the party sought to be charged. Any such written waiver will be effective only with respect to the event or circumstance described therein and not with respect to any other event or circumstance, unless such waiver expressly provides to the contrary.

     15. Miscellaneous.

          (a) The provisions of Section 5 (Obligations of the Company upon Termination), Section 8 (No Set-Off; No Mitigation), Section 9 (Arbitration of Disputes), Section 11 (Executive’s Covenants), Section 12 (Indemnification), Section 13 (Successors), Section 14 (Amendment; Waiver) and this Section 15(a) shall survive the termination Executive’s employment with the Company for any reason, or the expiration of the Term of the Agreement pursuant to Section 1, and shall thereafter remain in full force and effect.

          (b) In the event of any inconsistency between this Agreement and any other agreement, plan, program, policy or practice (collectively, “Other Provision”) of the Company, the terms of this Agreement shall control unless such Other Provision provides otherwise by a specific reference to this Section 15(b).

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          (c) This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois (except Section 12 which shall be governed by the laws of the State of Delaware), without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.

          (d) All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been duly given (i) the following business day after deposit from within the United States with a reputable express courier service (charges prepaid), (ii) three (3) days after mailing by certified or registered mail, return receipt requested and postage prepaid, or (iii) upon receipt in all other cases. Such notices, demands and other communications shall be sent to the addresses indicated below:

If to the Company:

Calamos Advisors LLC
Calamos Asset Management, Inc.
2020 Calamos Court
Naperville, IL 60563
Attn: General Counsel

If to Executive:

Address per the Company records

or to such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party.

          (e) Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction will not invalidate or render unenforceable such provision in any other jurisdiction.

          (f) All compensation payable to Executive from the Company shall be subject to all applicable withholding taxes, normal payroll withholding and any other amounts required by law to be withheld.

          (g) This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same Agreement.

          (h) The descriptive headings in this Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation.

          (i) The language used in this Agreement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be

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applied against any party hereto. Neither Executive nor the Company shall be entitled to any presumption in connection with any determination made hereunder in connection with any arbitration, judicial or administrative proceeding relating to or arising under this Agreement.

[Signature Page Follows]

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     IN WITNESS WHEREOF, each of the parties hereto has duly executed this Executive Employment Agreement as of the date and year first set forth above.

CALAMOS ADVISORS LLC
By:
Its:
CALAMOS ASSET MANAGEMENT, INC	.
By:
Its:
EXECUTIVE JAMES F. BAKA

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Exhibit A

GENERAL RELEASE OF ALL CLAIMS

     1. For valuable consideration, the adequacy of which is hereby acknowledged, the undersigned (“Executive”), for himself, his spouse, heirs, administrators, children, representatives, executors, successors, assigns, and all other persons claiming through Executive, if any (collectively, “Releasers”), does hereby release, waive, and forever discharge Calamos Asset Management, Inc., Calamos Holdings LLC and Calamos Advisors LLC (collectively, “Company”), Company’s Subsidiaries, parents, affiliates, related organizations, employees, officers, directors, attorneys, successors, and assigns (collectively, the “Releasees”) from, and does fully waive any obligations of Releasees to Releasers for, any and all liability, actions, charges, causes of action, demands, damages, or claims for relief, remuneration, sums of money, accounts or expenses (including attorneys’ fees and costs) of any kind whatsoever, whether known or unknown or contingent or absolute, which heretofore has been or which hereafter may be suffered or sustained, directly or indirectly, by Releasers in consequence of, arising out of, or in any way relating to Executive’s employment with Company or any of its affiliates and the termination of Executive’s employment. The foregoing release and discharge, waiver and covenant not to sue includes, but is not limited to, all claims and any obligations or causes of action arising from such claims, under common law including wrongful or retaliatory discharge, breach of contract (including but not limited to any claims under the Executive Employment Agreement between the Company and Executive, dated ___, as amended from time to time (the “Employment Agreement”) and any claims under any stock option and restricted shares agreements between Executive and the Company) and any action arising in tort including libel, slander, defamation or intentional infliction of emotional distress, and claims under any federal, state or local statute including Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866 and 1871 (42 U.S.C. § 1981), the National Labor Relations Act, the Age Discrimination in Employment Act (ADEA), the Fair Labor Standards Act, the Americans with Disabilities Act of 1990, the Rehabilitation Act of 1973, the Illinois Human Rights Act, or the discrimination or employment laws of any state or municipality, and/or any claims under any express or implied contract which Releasers may claim existed with Releasees. This also includes a release by Executive of any claims for breach of contract, wrongful discharge and all claims for alleged physical or personal injury, emotional distress relating to or arising out of Executive’s employment with Company or the termination of that employment; and any claims under the WARN Act or any similar law, which requires, among other things, that advance notice be given of certain work force reductions. This release and waiver does not apply to any claims or rights that may arise after the date Executive signs this General Release. The foregoing release does not apply to (a) any claims or rights for severance pay, benefits, indemnification and any other surviving rights now existing under the Employment Agreement, the organization documents of the Company or any other agreement providing for indemnification regardless of when any claim is filed, (b) any claims or rights under directors and officers liability insurance.

     2. Excluded from this release and waiver are any claims which cannot be waived by law, including but not limited to the right to participate in an investigation conducted by

A-1

certain government agencies. Executive does, however, waive Executive’s right to any monetary recovery should any agency (such as the Equal Employment Opportunity Commission) pursue any claims on Executive’s behalf. Executive represents and warrants that Executive has not filed any complaint, charge, or lawsuit against the Releasees with any government agency or any court.

     3. Executive agrees never to sue Releasees in any forum for any claim covered by the above waiver and release language, except that Executive may bring a claim under the ADEA to challenge this General Release. If Executive violates this General Release by suing Releasees, other than under the ADEA or as otherwise set forth in Section 1 hereof, Executive shall be liable to the Company for its reasonable attorneys’ fees and other litigation costs incurred in defending against such a suit. Nothing in this General Release is intended to reflect any party’s belief that Executive’s waiver of claims under ADEA is invalid or unenforceable, it being the interest of the parties that such claims are waived.

     4. Executive acknowledges and recites that:

          (a) Executive has executed this General Release knowingly and voluntarily;

          (b) Executive has read and understands this General Release in its entirety;

          (c) Executive has been advised and directed orally and in writing (and this subparagraph (c) constitutes such written direction) to seek legal counsel and any other advice he wishes with respect to the terms of this General Release before executing it;

          (d) Executive’s execution of this General Release has not been forced by any employee or agent of the Company, and Executive has had an opportunity to negotiate about the terms of this General Release; and

          (e) Executive has been offered twenty-one (21) calendar days after receipt of this General Release to consider its terms before executing it.

     5. This General Release shall be governed by the internal laws (and not the choice of laws) of the State of Illinois, except for the application of pre-emptive Federal law.

     6. Executive shall have seven (7) days from the date hereof to revoke this General Release by providing written notice of the revocation to the Company, as provided in Section 15(d) of the Employment Agreement, in which event this General Release shall be unenforceable and null and void.

A-2

     PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

Date: Executive:

A-3

EX-10.2

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

EX-10.3

Exhibit 10.3

CALAMOS ASSET MANAGEMENT, INC.

Non-Employee Director 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 for Non-Employee Directors

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 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:
	•       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.
	•      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 attainment of age 60 and with at least ten (10) years of service within the Calamos organization, the options and RSUs then outstanding will become fully vested.
	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 any 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 any 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 Service:	Except as provided above for termination due to death or disability, no further vesting will occur after termination of service, 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 service. If termination occurs after a Change in Control or is due to death or disability, then vested options remain exercisable for one year following termination of service.
Federal Income Tax Considerations:	However, in no event may an option be exercised after the expiration date set forth on the Award Statement. 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 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 (if any):	In the event of a change in tax laws such that tax withholding is applicable at the time you exercise options or your RSUs become vested, such withholding may, at the discretion of the Committee, be accomplished as follows. 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 be deducted or withheld from shares issuable upon the exercise of options or the vesting of RSUs and/or from any cash payable with respect to such awards.

EX-31.1

Exhibit 31.1

Certification of Principal Executive Officer

I, John P. Calamos, Sr., certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Calamos Asset Management, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 7, 2008

/s/ John P. Calamos, Sr. John P. Calamos, Sr.
Chairman, Chief Executive Officer
and Co-Chief Investment Officer

EX-31.2

Exhibit 31.2

Certification of Principal Financial Officer

I, Cristina Wasiak, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Calamos Asset Management, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 7, 2008

/s/ Cristina Wasiak Cristina Wasiak

Interim Chief Financial Officer

EX-32.1

Exhibit 32.1

Certifications
Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Calamos Asset Management, Inc. (“Company”) on Form 10-Q for the quarter ended March 31, 2008 (the “Report”), the undersigned officer of the Company certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained and incorporated by reference in the Report fairly presents, in all material respects, the financial condition and results of operations of Calamos Asset Management, Inc.

May 7, 2008

/s/ John P. Calamos, Sr. John P. Calamos, Sr.

Chairman, Chief Executive Officer

and Co-Chief Investment Officer

(Principal Executive Officer)

A signed original of this written statement has been provided to Calamos Asset Management, Inc. and will be retained by Calamos Asset Management, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

Certifications
Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Calamos Asset Management, Inc. (“Company”) on Form 10-Q for the quarter ended March 31, 2008 (the “Report”), the undersigned officer of the Company certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained and incorporated by reference in the Report fairly presents, in all material respects, the financial condition and results of operations of Calamos Asset Management, Inc.

May 7, 2008

/s/ Cristina Wasiak Cristina Wasiak

Interim Chief Financial Officer

(Principal Financial Officer)

A signed original of this written statement has been provided to Calamos Asset Management, Inc. and will be retained by Calamos Asset Management, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.