EX-10.1






APAC CUSTOMER SERVICES, INC.




RESTRICTED STOCK AWARD AGREEMENT

PURSUANT TO

THE APAC CUSTOMER SERVICES, INC. 2005 INCENTIVE STOCK PLAN




THIS AGREEMENT (this “Agreement”) is made this      , 2006 (the “Grant
Date”), between APAC Customer Services, Inc., an Illinois corporation (the “Company”),
and      (the “Participant”).



R E C I T A L:




WHEREAS, the Company desires to grant to the Participant certain Restricted Shares under the
Company’s 2005 Incentive Stock Plan (the “Plan”), which has been approved by its
shareholders.



NOW THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as
follows:



1. Grant of the Restricted Stock Award. Subject to the terms and conditions set forth
in this Agreement and the Plan, the Company hereby grants to the Participant an Award consisting of
     Restricted Shares, subject to adjustment as set forth in Section 11 of the Plan. Capitalized
terms not defined herein shall have the same meaning as set forth in the Plan. Each Restricted
Share shall vest and become unrestricted in accordance with Section 2 hereof.



2. Vesting.



(a) Except as set forth at Section 2(b), 2(c), 2(d) or 2(e) hereof, the Award shall vest upon:
(i) the attainment by the Company of the performance conditions set forth on Schedule A attached
hereto and (ii) the Participant’s continuous employment with the Company until the second
anniversary of the Grant Date.



(b) If a Change in Control occurs while the Participant is employed with the Company or one of
its subsidiaries, the Restricted Shares shall immediately fully vest.



(c) If the performance conditions set forth on Schedule A have been achieved and thereafter
the Participant’s employment with the Company is terminated due to the Participant’s death or
Disability, the Restricted Shares shall immediately fully vest upon the occurrence of such
termination. “Disability” shall mean a disability as determined under the Company’s long
term disability benefit plan then in effect covering the Participant.



(d) If the Participant’s employment with the Company terminates prior to the date of vesting
under Section 2(a) and 2(b), for any reason other than as provided in Section 2(c) hereof, the
Award shall be forfeited by the Participant and cancelled by the Company. The Participant
irrevocably grants to the Company the power of attorney to transfer any unvested Restricted Shares
forfeited to the Company and agrees to execute any document required by the Company in connection
with such forfeiture and transfer.



(e) Section 2(d) to the contrary notwithstanding, the Committee, in its sole discretion, may
at any time cause all or part of the Participant’s Restricted Shares to vest upon a termination of
the Participant’s employment.



(f) Upon the vesting of Restricted Shares pursuant to Section 2(a), 2(b), 2(c) or 2(e) hereof,
all restrictions on such vested Restricted Shares shall lapse and such Restricted Shares shall
become unrestricted and freely transferable.



3. Rights as a Shareholder. The Company will issue the Restricted Shares by
registering the Restricted Shares in book entry form with the Company’s transfer agent in the
Participant’s name and the applicable restrictions will be noted in the records of the Company’s
transfer agent and in the book entry system. No certificate(s) representing all or a part of the
Restricted Shares will be issued until the Restricted Shares become vested. The Participant may
exercise all voting rights with respect to the Restricted Shares. Dividends (as they may be
declared and paid on Common Stock to shareholders from time to time) shall not be payable on any
Restricted Shares that are not vested.



4. No Right to Continued Employment. Without limiting the applicability of the
Employment Agreement, this Agreement shall not be construed as giving the Participant the right to
be retained in the employ of the Company.



5. Transferability. The Restricted Shares subject to the Award and not then vested
may not be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of
(whether by operation of law or otherwise) or be subject to execution, attachment or similar
process, (collectively referred to as a “Transfer”) and any attempt to so Transfer such
Restricted Shares shall be null and void, other than a Transfer by will or the laws of descent and
distribution.



6. Repayment of Restricted Shares or Proceeds. The Company may rescind the Award, to
the extent vested, if prior to (a) the occurrence of a Change of Control and (b) 183 days after the
date of vesting of the Restricted Shares, the Participant violates any promise, covenant, or
agreement relating to (i) restrictions on the Participant’s ability to compete with the Company or
solicit its customers or employees or (ii) the Participant’s duty to keep information about the
Company confidential. The Company may exercise such rescission right at any time within two years
after the occurrence of an event under the foregoing clauses (i) or (ii). In the event of such
rescission, the Participant shall either tender to the Company the then-vested Restricted Shares
or, if the Restricted Shares are not within the Participant’s possession or control, shall pay to
the Company an amount in cash equal to the proceeds of any Transfer thereof by the Participant (or,
if no proceeds were received, a cash amount equal to the Fair Market Value of the Restricted Shares
on the date of Transfer), in such manner and on such terms and conditions as may be required by the
Company, and the Company shall be entitled to a right of set-off against any amount owed to the
Participant by the Company.



7. Withholding. By accepting the Award, the Participant agrees to make appropriate
arrangements with the Company for the satisfaction of any applicable federal, state or local income
tax withholding requirements, including the payment to the Company of all such taxes and
requirements in connection with the distribution or delivery of the vested Restricted Shares, or
other settlement in respect of the Restricted Shares upon vesting, and the Company shall be
authorized to take such action as may be necessary (including, without limitation, at the election
of the Participant, (a) withholding vested Restricted Shares otherwise deliverable to the
Participant hereunder, except that this election shall not apply in the case of withholding
required upon the filing of an election under Section 83(b) of the Internal Revenue Code pursuant
to Section 15 hereof, or (b) withholding amounts from any compensation or other amount owing from
the Company to the Participant) to satisfy all obligations for the payment of such taxes; provided,
however, that in no event shall the value of vested Restricted Shares so withheld by the Company
exceed the minimum withholding rates required by applicable statutes.



8. Notices. For the purpose of this Agreement, notices and all other communications
provided for in this Agreement shall be in writing and shall be deemed to have been duly given (a)
on the date of delivery if delivered by hand, (b) on the date of transmission, if delivered by
confirmed facsimile, (c) on the first business day following the date of deposit if delivered by
guaranteed overnight delivery service, or (d) on the fourth business day following the date
delivered or mailed by United States registered or certified mail, return receipt requested,
postage prepaid, addressed to the Company in care of its General Counsel and to the Participant at
the address (or to the facsimile number) shown on the records of the Company.



9. Failure to Enforce Not a Waiver. The failure of the Company to enforce at any time
any provision of this Agreement shall in no way be construed to be a waiver of such provision or of
any other provision hereof.



10. Authority of Committee. The Committee shall have full authority to interpret and
construe the terms of this Agreement. The determination of the Committee as to any such matter of
interpretation or construction shall be final, conclusive and binding.



11. Choice of Law. The interpretation, performance and enforcement of this Agreement
shall be governed by the laws of the State of Illinois without regard to its conflicts of law
principles.



12. Counterparts. This Agreement may be executed in two counterparts each of which
shall be deemed an original and both of which together shall constitute one and the same
instrument. Any facsimile of this Agreement shall be considered an original document.



13. Complete Agreement; Inconsistencies. The Award is made pursuant to the Plan, the
terms of which are incorporated herein by reference. The Plan and this Agreement embody the
complete agreement and understanding among the parties respecting the subject hereof and supersede
and preempt any prior understandings, agreements or representations by or among the parties,
written or oral, which may have related to the subject matter hereof in any way. In the event of
any conflict between the terms of the Plan and this Agreement, the terms of the Plan shall prevail.



14. Successors and Assigns. This Agreement is intended to bind and inure to the
benefit of and be enforceable by the Participant, the Company and their respective permitted
successors and assigns (including personal representatives, heirs and legatees), and is intended to
bind all successors and assigns of the respective parties, except that the Participant may not
assign any of the Participant’s rights or obligations under this Agreement except to the extent and
in the manner expressly permitted hereby.



15. Section 83(b) Election.



(a) The Participant understands that under Section 83(a) of the Code, the excess of the fair
market value of unvested Restricted Shares on the date that forfeiture restrictions lapse (the
vesting date) over the amount paid for such Restricted Shares on the Grant Date will be taxed, on
the date such forfeiture restrictions lapse, as ordinary income subject to withholding tax and tax
reporting. For this purpose, the term “forfeiture restrictions” means the right of the Company to
receive back any unvested Restricted Shares upon a failure of the Company to attain the performance
condition set forth in Section 2(a)(i) or, to the extent such performance condition is so attained,
the termination of the Participant’s employment with the Company prior to the date of vesting
provided in Section 2(a)(ii) and other than as provided in Section 2(b), 2(c) and 2(e) hereof. The
Participant understands that the Participant may elect under Section 83(b) of the Code to be taxed
at ordinary income rates on the fair market value of the unvested Restricted Shares at the time
they are acquired, rather than when and as the Restricted Shares cease to be subject to the
forfeiture restrictions. Such election (an “83(b) Election”) must be filed with the Internal
Revenue Service within 30 days following the Grant Date of the Award. The Participant understands
that (a) the Participant will not be entitled to a deduction for any ordinary income previously
recognized as a result of the 83(b) Election if the unvested Restricted Shares are subsequently
forfeited to the Company and (b) the 83(b) Election may cause the Participant to recognize more
compensation income than the Participant would have otherwise recognized if the value of the
Restricted Shares subsequently declines.



(b) THE FORM FOR MAKING AN 83(b) ELECTION IS ATTACHED TO THIS AGREEMENT AS EXHIBIT B. THE
PARTICIPANT UNDERSTANDS THAT FAILURE TO FILE SUCH AN ELECTION WITHIN THE 30-DAY PERIOD MAY RESULT
IN THE RECOGNITION OF ORDINARY INCOME AS THE FORFEITURE RESTRICTIONS LAPSE.



(c) The Participant further understands that an additional copy of such election form should
be filed with the Participant’s federal income tax return for the calendar year in which the date
of this Agreement occurs. The Participant acknowledges that the foregoing is only a general
summary of the federal income tax laws that apply to the Award of the Restricted Shares under this
Agreement and does not purport to be complete.



(d) THE PARTICIPANT FURTHER ACKNOWLEDGES THAT THE COMPANY HAS DIRECTED THE PARTICIPANT TO SEEK
INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE CODE, THE INCOME TAX LAWS OF ANY
MUNICIPALITY, STATE OR FOREIGN COUNTRY IN WHICH THE PARTICIPANT MAY RESIDE, AND THE TAX
CONSEQUENCES OF THE PARTICIPANT’S DEATH.



(e) The Participant agrees to execute and deliver to the Company with this Agreement a copy of
the Acknowledgment and Statement of Decision Regarding Section 83(b) Election attached hereto as
Exhibit A. The Participant further agrees that the Participant will execute and deliver to the
Company with this Agreement a copy of the 83(b) Election attached hereto as Exhibit B if
Participant chooses to make such an election.



IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed and the
Participant has hereunto set his hand, effective as of the Grant Date.




APAC CUSTOMER SERVICES, INC.




By:




Name:




Its:




Participant:      



1



SCHEDULE A




2




EXHIBIT A




ACKNOWLEDGMENT AND STATEMENT OF DECISION REGARDING

SECTION 83(b) ELECTION




The undersigned, a recipient of      shares of Common Stock of APAC Customer Services,
Inc., an Illinois corporation (the “Company”), pursuant to a restricted stock award granted
under the terms of the Company’s 2005 Incentive Stock Plan (the “Plan”), hereby states as
follows:



1. The undersigned acknowledges receipt of a copy of the Restricted Stock Award Agreement and
Plan relating to the offering of such shares. The undersigned has carefully reviewed the Plan and
the Restricted Stock Award Agreement pursuant to which the award was granted.



2. The undersigned either (check and complete as applicable):




	 	(a)	 	     has consulted, and has been fully advised by, the
undersigned’s own tax advisor,      , whose business address
is      , regarding the federal, state and local tax
consequences of receiving shares under the Plan, and particularly regarding the
advisability of making an election pursuant to Section 83(b) of the Internal
Revenue Code of 1986, as amended (the “Code”), and pursuant to the
corresponding provisions, if any, of applicable state law, or






	 	(b)	 	     has knowingly chosen not to consult such a tax advisor.





3. The undersigned hereby states that the undersigned has decided (check as applicable):




	 	(a)	 	     to make an election pursuant to Section 83(b) of the
Code, and is submitting to the Company, together with the undersigned’s
executed Restricted Stock Award Agreement, an executed form entitled “Election
Under Section 83(b) of the Internal Revenue Code of 1986,” or






	 	(b)	 	     not to make an election pursuant to Section 83(b) of the
Code.





4. Neither the Company nor any subsidiary or representative of the Company has made any
warranty or representation to the undersigned with respect to the tax consequences of the
undersigned’s acquisition of shares under the Plan or of the making or failure to make an election
pursuant to Section 83(b) of the Code or the corresponding provisions, if any, of applicable state
law.



Dated:     , 2006


Participant:      

3





EXHIBIT B




ELECTION UNDER SECTION 83(b)

OF THE INTERNAL REVENUE CODE OF 1986




The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code
of 1986, as amended, to include in taxpayer’s gross income for the current taxable year the amount
of any compensation taxable to taxpayer in connection with taxpayer’s receipt of the property
described below:



1. The name, address, taxpayer identification number and taxable year of the undersigned are
as follows:




NAME OF TAXPAYER:




ADDRESS:




IDENTIFICATION NO. OF TAXPAYER:




TAXABLE YEAR: 2006



2. The property with respect to which the election is made is described as follows:
     shares of Common Stock of APAC Customer Services, Inc., an Illinois corporation (the
“Company”).



3. The date on which the property was transferred is March 30, 2006.



4. The property is subject to the following restrictions:




The property is subject to a forfeiture right pursuant to which the Company can
reacquire the shares if either (a) the Company fails to attain certain performance
objectives for the period October 2, 2006 through December 30, 2006 or (b) the
taxpayer’s services with the Company are terminated for certain reasons during the
period commencing on March 30, 2006 and ending on March 30, 2008.



5. The aggregate fair market value at the time of transfer, determined without regard to any
restriction other than a restriction which by its terms will never lapse, of such property is
$     (     dollars).



6. The amount (if any) paid for such property is $0.00.



The undersigned has submitted a copy of this statement to the person for whom the services
were performed in connection with the undersigned’s receipt of the above-described property. The
undersigned is the person performing the services in connection with the transfer of said property.



The undersigned understands that the foregoing election may not be revoked except with the
consent of the Commissioner of Internal Revenue.



Dated:     , 2006      




Taxpayer




4