Calamos Asset Management, Inc. /DE/
EMPLOYMENT AGREEMENT WITH JAMES S. HAMMAN, JR.
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>6
<FILENAME>c90192exv10w3.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT WITH JAMES S. HAMMAN, JR.
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.3

                                                          [JAMES S. HAMMAN, JR.]

                         EXECUTIVE EMPLOYMENT AGREEMENT

      THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "AGREEMENT") is entered into as
of October 26, 2004 (the "EFFECTIVE DATE"), by and among Calamos Asset
Management, Inc., a Delaware corporation ("CAM"), Calamos Advisors LLC, a
Delaware limited liability company ("ADVISORS") and wholly-owned subsidiary of
its sole managing member, Calamos Holdings LLC ("HOLDINGS") (together with each
of its successors and assigns permitted under this Agreement sometimes referred
to herein as the "COMPANY"), and James S. Hamman, Jr. ("EXECUTIVE").

                                    RECITALS

      WHEREAS, the Executive currently serves as Executive Vice President, Chief
General Counsel and Secretary of Calamos Family Partners, Inc. (f/k/a Calamos
Holdings, Inc.) ("CFP");

      WHEREAS, pursuant to certain formation transactions, CFP has transferred
to Holdings, and its limited liability company subsidiaries, including Advisors
(the "Subsidiaries") have assumed, the business theretofore conducted by CFP and
its corporate subsidiaries;

      WHEREAS, CFP has also established CAM, an entity which following the
public offering of shares of its Class A Common Stock (the "IPO") and purchase
of membership interests in Holdings, will become the sole managing member of
Holdings, and, indirectly, of the Subsidiaries; and

      WHEREAS, the Company desires to employ Executive, and Executive desires to
serve as, Executive Vice President, General Counsel and Secretary of the
Company;

      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, 2007; provided, however, that
commencing on January 1, 2007, 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, General Counsel and Secretary of
Advisors. Executive shall also serve as

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Executive Vice President, General Counsel and Secretary of CAM, and in such
positions with Holdings and/or the 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
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 will provide certain services to CFP 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 $320,000. 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

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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 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 and to awards related to the
termination of CFP's EAU Plan, 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

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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.

            (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

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            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 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:

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                        (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 so that he no longer
                  reports to the Board or the removal from or failure to
                  re-elect Executive as a member of the Board;

                        (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

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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 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:

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                  (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 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

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      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 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

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                        (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).

                  (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

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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).

      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

                                     - 11 -

<PAGE>

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 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

                                     - 12 -

<PAGE>

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;

                  (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

                                     - 13 -

<PAGE>

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 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

                                     - 14 -

<PAGE>

      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 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,

                                     - 15 -

<PAGE>

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 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.

                                     - 16 -

<PAGE>

      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).

            (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.
            1111 E. Warrenville Road
            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.

                                     - 17 -

<PAGE>

            (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 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]

                                     - 18 -

<PAGE>

      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: Calamos Holdings LLC, its Manager

                                           By: /s/ John P. Calamos, Sr.
                                               ----------------------------
                                               John P. Calamos, Sr., Chairman
                                               and Chief Executive Officer

                                           CALAMOS ASSET MANAGEMENT, INC.

                                           By: /s/ John P. Calamos, Sr.
                                               ----------------------------
                                               John P. Calamos, Sr., Chairman
                                               and Chief Executive Officer

                                           EXECUTIVE

                                           /s/ James S. Hamman, Jr.
                                           --------------------------------
                                           James S. Hamman, Jr.

                                     - 19 -

<PAGE>

                                                                       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. Section 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.

                                      A-1

<PAGE>

      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 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

<PAGE>

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

Date: __________________________      Executive: _______________________________

                                      A-3

</TEXT>
</DOCUMENT>
