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Exhibit 10.3    
    


REGULAR GRANT  


Agreement
Number: «NUM» 


APAC Customer Services, Inc.
  Stock Option Agreement  


        This Agreement is entered into and made effective as of «Option_Date» by and between APAC Customer Services, Inc., an Illinois
corporation (the "Company"), and «First_Name» «Middle_Name» «Last_Name» (the "Optionee"). 


W
I T N E S S E T H: 


        WHEREAS, the Compensation Committee of the Board of Directors of the Company desires to encourage and enable the Optionee to acquire or
increase his or her proprietary interest in the Company by granting the Optionee an option to purchase common stock of the Company, par value of $.01 per share ("Shares"), as authorized under the APAC
Customer Services, Inc. 2005 Incentive Stock Plan (the "Plan"); 


        NOW, THEREFORE, in consideration of the premises and mutual covenants set forth in this Agreement, the Company and Optionee hereby agree
as follows: 


        1.     Grant of Option.    Subject to the terms and conditions provided in this Agreement and
the Plan, the Company hereby grants to the Optionee a nonqualified stock option to purchase all or part of «Shares_Granted» Shares of the Company (the "Option") at a per share
purchase price of «Option_Price», effective as of «Option_Date» (the "Grant Date"). The Option shall not be treated as an incentive stock option within
the meaning of Section 422 of the Internal Revenue Code of 1986. 


        2.     Time of Exercise.



        (a)   Except
as provided below in this paragraph, from and after «Vest_Date_Period_1», as long as the Optionee continues to be an employee of the
Company or of one of its subsidiaries, the Option shall become exercisable, to a maximum cumulative extent, in accordance with the following schedule: 



	Exercise Date
 
	 	Cumulative Number of Shares

	On or after 1st anniversary of Grant Date	 	25% of Shares
	On or after 2nd anniversary of Grant Date	 	50% of Shares
	On or after 3rd anniversary of Grant Date	 	75% of Shares
	On or after 4th anniversary of the Grant Date	 	100% of Shares






Notwithstanding
the foregoing, the Option may not be exercised for fractional Shares and the Option may not be exercised for less than 100 Shares at a time, unless it is for the balance of the Shares
available under the Option. 


The
exercisability of the Option shall not be affected by leaves of absence approved in writing by the President of the Company or by any change of employment, so long as the Optionee continues to be
an employee of the Company or of one of its subsidiaries. 



        (b)   Notwithstanding
paragraph 2(a), the following provisions shall govern: 



          (i)  Disability or Death. If the Optionee's employment is terminated due to "Disability," (as such capitalized term is
defined below in paragraph 4) or death, the Option shall become fully exercisable. 


         (ii)  Retirement. If the Optionee's employment is terminated due to "Retirement" (as such capitalized term is defined below in
paragraph 4), the exercisability of the Option shall 









 





accelerate
and the Option shall become exercisable, to a maximum cumulative extent, in accordance with the following schedule: 




	Termination Date
 
	 	Cumulative Number of Shares

	On or after Grant Date, but before 1st anniversary of Grant Date	 	25% of Shares
	On or after 1st anniversary of Grant Date, but before 2nd anniversary of Grant Date	 	50% of Shares
	On or after 2nd anniversary of Grant Date, but before 3rd anniversary of Grant Date	 	75% of Shares
	On or after 3rd anniversary of Grant Date	 	100% of Shares







        (iii)  Change in Control. If a "Change in Control" (defined below in paragraph 4) occurs while the Optionee is employed
with the Company or one of its subsidiaries, to the extent that the Option is then not exercisable, its exercisability shall accelerate as to fifty percent (50%) of the previously unexercisable
portion, and the Option shall thereafter become additionally exercisable (if at all) to the extent it would have been exercisable without such acceleration. 


        (iv)  Termination After Change in Control. If the Optionee's employment terminates for "Good Reason" (defined below in
paragraph 4) or by the Company other than With Cause, on or within twelve (12) months following a Change in Control, the Option shall become exercisable with respect to all Shares
covered by the Option. 


         (v)  Other Terminations. The foregoing provisions of this Section 2(b) to the contrary notwithstanding, the Committee
(as defined below in paragraph 11), in its sole discretion, may at any time cause all or part of Optionee's unexercisable Option to become exercisable upon a termination of Optionee's
employment, with or without designating all or part of such exercisable portion of the Option as Restricted Shares. 





        3.     Term of Option.    Except as provided below, the term of the Option shall be for a ten
(10) year period, beginning on the Grant Date and ending on «Expiration_Date_Period_1» (the "Expiration Date"). 



        (a)   Termination With Cause. If the Company terminates the Optionee's employment With Cause, the Option shall expire
immediately and all rights to purchase Shares hereunder shall cease. 



        (b)   Disability or Death. If the Optionee's employment with the Company or one of its subsidiaries terminates due to the
Optionee's Disability or death, the Option shall expire one (1) year after the date of such termination. In such circumstance, the Option shall only be exercisable to the extent it was
exercisable as of such termination date (as determined above under paragraph 2) and shall not be exercisable with respect to any additional Shares. 


        (c)   Other Termination. If the Optionee's employment with the Company or one of its subsidiaries terminates for any reason
other than Disability, death, or With Cause, the Option shall expire 90 days after such termination. In such circumstance, the Option shall only be exercisable to the extent it was exercisable
as of such termination date (as determined above under paragraph 2) and shall not be exercisable with respect to any additional Shares. 




        Notwithstanding
the foregoing provisions of this paragraph 3, in no event may the Option be exercised later than the Expiration Date. 


        4.     Definitions. For purposes of this Agreement, the following definitions shall apply: 



        (a)   A
"Change in Control" shall be deemed to have occurred if (i) a tender offer shall be made and consummated for the ownership of more than 50% of the outstanding
voting securities of the Company, (ii) the Company shall be merged or consolidated with another corporation and 



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as
a result of such merger or consolidation less than 50% of the outstanding voting securities of the surviving or resulting corporation shall be owned in the aggregate by the former shareholders of
the Company, as the same shall have existed immediately prior to such merger or consolidation, (iii) the Company shall sell all or substantially all of its assets to another corporation which
is not a wholly-owned subsidiary or affiliate, (iv) as the result of, or in connection with, any contested election for the Board of Directors, or any tender or exchange offer, merger or
business combination or sale of assets, or any combination of the foregoing (a "Transaction"), the persons who were Directors of the Company before the Transaction shall cease to constitute a majority
of the Board of Directors of the Company, or any successor thereto, or (v) a person, within the meaning of Section 3(a)(9) or of Section 13(d)(3) of the Securities and Exchange
Act of 1934 ("Exchange Act"), other than any employee benefit plan then maintained by the Company, shall acquire more than 50% of the outstanding voting securities of the Company (whether directly,
indirectly, beneficially or of record). For purposes hereof, ownership of voting securities shall take into account and shall include ownership as determined by applying the provisions of
Rule 13d-3(d)(1)(i) pursuant to the Exchange Act. Notwithstanding the foregoing, (i) a Change in Control will not occur for purposes of this Agreement merely due to
the death of Theodore G. Schwartz, or as a result of the acquisition, by Theodore G. Schwartz, alone or with one or more affiliates or associates, as defined in the Exchange Act, of securities of the
Company, as part of a going-private transaction or otherwise, unless Mr. Schwartz or his affiliates, associates, family members or trusts for the benefit of family members (collectively, the
"Schwartz Entities") do not control, directly or indirectly, at least twenty-seven percent (27%) of the resulting entity, and (ii) if the Schwartz Entities control, directly or indirectly, less
than twenty-seven percent (27%) of the Company's voting securities while it is a public company, then "331/3%" shall be substituted for "50%" in clauses (i) and (v) of the
first sentence of this paragraph, and "662/3%" shall be substituted for "50%" in clause (ii) of the first sentence of this paragraph. 


        (b)   "Disability"
shall mean disability as determined under the Company's long term disability benefit plan then in effect covering the Optionee. 


        (c)   "Good
Reason" shall mean termination of the Optionee's employment by the Optionee (I) in accordance with such term as it may be defined under the employment
agreement or employment security agreement between Optionee and the Company, if any, and (II) as hereinafter provided in the absence of such agreement providing for termination for "Good
Reason," but only if, without Optionee's consent and after notice by the Optionee to the Company and a fifteen (15) day opportunity by the Company to cure: (i) the Optionee's principal
place of work (not including regular business travel) is relocated by more than fifty (50) miles, (ii) the Optionee's duties, responsibilities or authority as an executive employee are
materially reduced or diminished; provided that any reduction or
diminishment in any of the foregoing resulting merely from the acquisition of the Company and its existence as a subsidiary or division of another entity shall not be sufficient to constitute Good
Reason, (iii) the rate of base salary or bonus opportunity (as a percentage of base salary) due to the Optionee is reduced, and such reduction is not remedied within thirty (30) days of
the Optionee's notice to the Company thereof, or (iv) there is a liquidation, dissolution, consolidation or merger of the Company or transfer of all or a significant portion of its assets
unless a successor or successors (by merger, consolidation or otherwise) to which all or a significant portion of its assets have been transferred shall have assumed all duties and obligations of the
Company under such Employment Agreement, if any. 


        (d)   "Retirement"
shall mean a termination of Optionee's employment (other than due to Optionee's Disability, death or With Cause) in which (i) Optionee has completed
at least ten (10) years of continuous active employment with the Company (including authorized leaves of absence) ("Service") and (ii) the sum of Optionee's age and Service on the date
of termination of employment is equal to or greater than seventy (70). 



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        (e)   Termination
"With Cause" shall mean termination of the Optionee's employment by the Company (I) in accordance with such term as it may be defined under the
employment agreement between Optionee and the Company, if any, and (II) as hereinafter provided in the absence of such agreement, due to (i) gross misconduct or gross negligence in the
performance of the Optionee's employment duties; (ii) willful disobedience by the Optionee of the lawful directions received from the Company or from the person to whom the Optionee directly
reports or of established policies of the Company; or (iii) commission by the Optionee of a crime involving fraud or moral turpitude that can reasonably be expected to have an adverse effect on
the business, reputation or financial situation of the Company. 




        5.     Method of Exercise.



        (a)   The
Option may be exercised only by delivering written notice to the Treasurer of the Company. Contemporaneously with such delivery, the Optionee shall tender the full
purchase price of the Shares by any of the following methods or combination thereof: 



          (i)  A
certified or cashier's check payable to the order of the Company; 


         (ii)  Certificates
of Shares of the Company that have been held by the Optionee for at least (6) six months (or such longer period as may be required to avoid a charge
to earnings for financial reporting purposes) that have a fair market value equal to such purchase price or the portion thereof so paid on the date of exercise, or delivery by the Optionee of a
written attestation of the same; and/or 


        (iii)  A
copy of irrevocable instructions to a broker to promptly deliver to the Company the amount of proceeds from a sale of Shares equal to the exercise price. To
facilitate the foregoing, the Company may enter into agreements for coordinated procedures with one or more brokerage firms. Exercise of the Option pursuant to this
subparagraph (a)(iii) shall be subject to compliance with federal and state securities laws and trading policies established by the Company and applicable to the Optionee. 




        (b)   In
addition to tendering payment, 



          (i)  the
Optionee shall be required to execute a Restricted Stock Purchase Agreement substantially in the form of Exhibit A hereto, if the Optionee purchased
Restricted Shares; and 


         (ii)  the
Optionee (or the purchaser under paragraph 7 below) shall furnish such other documents or representations (including, without limitation, representations as
to the intention of the Optionee, or the purchaser under paragraph 7 below, to acquire Shares for investment) as the Company may reasonably request in order to comply with securities, tax or
other laws then applicable to the exercise of the Option. 





        6.     Repayment of Option Gain.    Subject to the provisions of a Restricted Stock Purchase
Agreement, if applicable pursuant to paragraph 5(b)(i), which shall apply with respect to the Shares subject thereto, if prior to the occurrence of a Change of Control: (i) the Company
terminates the Optionee's employment With Cause during the six month period after the Optionee's exercise of all or any portion of the Option, or (ii) the Optionee violates any promise,
covenant, or agreement relating to (A) restrictions on the Optionee's ability to compete with the Company or solicit its customers or employees; or (B) the Optionee's duty to keep
information about the Company confidential, prior to or during the six month period after the Optionee exercises all or any portion of the Option, then the Company may rescind the Optionee's exercise
of the Option within two years of the exercise. In the event of such rescission, the Optionee shall pay to the Company, with respect to each Share purchased pursuant to the Option, an amount equal to
the excess of the Fair Market Value of such Share on the date of exercise over the per share purchase price of such Share, in such manner and on such terms 


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and
conditions as may be required, and the Company shall be entitled to a right of set-off against any amount owed to the Optionee by the Company. 


        7.     Non-Transferability; Death.    The Option is not transferable by the
Optionee other than by will or the laws of descent and distribution and is exercisable during the Optionee's lifetime only by him. If the Optionee dies while in the employ of the Company or of one of
its subsidiaries, the Option may be exercised during the period described above in paragraph 3(b) (but in no event later than the Expiration Date) by his estate or the person to whom the Option
passes by will or the laws of descent and distribution, but only to the extent that the Optionee could have exercised the Option on the date of his death as determined above under paragraph 2.
Notwithstanding the foregoing, the Option may be transferred to members of the Optionee's immediate family (which for purposes of this Option shall be limited to the Optionee's spouse, children and
grandchildren), or to one or more trusts for the benefit of the Optionee's family members (as defined above) or to one or more partnerships in which such family members and/or trusts are the only
partners. 


        8.     Registration.    Any Shares issued pursuant to the Optionee's exercise of the Option
hereunder shall be Shares that are listed on the NASDAQ National Market or other nationally recognized stock exchange, and registered under the Securities Act of 1933, as amended. 


        9.     Adjustments.



        (a)   If
the Company shall at any time change the number of issued Shares without new consideration to the Company (such as by stock dividend, stock split, recapitalization,
reorganization, exchange of shares, liquidation, combination or other change in corporate structure affecting the Shares) or make a distribution of cash or property which has a substantial impact on
the value of issued Shares, the total number of Shares hereunder and the per share purchase price shall be adjusted so that the total net value of the Option shall not be changed. 


        (b)   In
the case of any sale of assets, merger, consolidation, combination or other corporate reorganization or restructuring of the Company with or into another corporation
which results in the outstanding Shares being converted into or exchanged for different securities, cash or other property, or any combination thereof (an "Acquisition"), subject to the terms of the
Plan, the Optionee shall have the right thereafter and during the term of the Option (subject however to all of the terms and conditions set forth herein), to receive upon exercise thereof the
Acquisition Consideration (as defined below) receivable upon the Acquisition by a holder of the number of Shares which might have been obtained upon exercise of the Option or portion thereof, as the
case may be, immediately prior to the Acquisition. The term "Acquisition Consideration" shall mean the kind and amount of securities, cash or other property or any combination thereof receivable in
respect of one Share upon consummation of an Acquisition. 




        10.   Subject to Plan.    The Option is subject to all of the terms and conditions set forth
in the Plan. Any capitalized terms not defined herein shall be subject to the definitions set forth in the Plan. This Agreement hereby incorporates the Plan by reference. In the event that the
Agreement is silent on any term or condition that is contained in the Plan, such term or condition shall be governed by and administered in accordance with the terms and conditions of the Plan. In the
event of any discrepancy between the express terms and conditions of this Agreement and those of the Plan, the terms and conditions of the Plan shall control. 


        11.   Administration and Interpretation.    The Compensation Committee of the Board of
Directors of the Company (the "Committee") shall administer and interpret the terms and provisions of this Agreement. Any interpretation and construction by the Committee of any term or provision of
the Plan, this Agreement, or other matters related to the Plan shall be final, conclusive and binding upon the Optionee and his or her heirs. 


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        12.   Enforceability.    This Agreement shall be binding upon the Optionee and his estate,
assignee, transferee, personal representative and beneficiaries. 



        13.   Governing Law; Severability.    This Agreement shall be construed, interpreted and
enforced in accordance with the laws of the State of Illinois. If any one provision of this Agreement shall be determined invalid or unenforceable, such determination shall have no effect on the
remaining provisions. 


        14.   Withholding.    The Company shall have the right to require, prior to the issuance or
delivery of any Shares hereunder, payment by the Optionee of any federal, state or local income taxes required by law to be withheld upon the exercise of all or any part of the Option. The Company
may, in its discretion and subject to such rules as it may adopt as are necessary to prevent the withholding from being subject to Section 16(b) of the Exchange Act, permit the Optionee to
satisfy any tax withholding obligation associated with the exercise of the Option, in whole or in part, by electing to have the Company withhold from the Shares otherwise deliverable as a result of
such exercise Shares having a value (based on their fair market value on the date of delivery) equal to the amount required to be withheld. 


        15.   No Employment Rights.    Nothing contained herein shall confer upon the Optionee any
right to continue in the employ of the Company or any of it subsidiaries, or to interfere with or limit the right of the Company or of such subsidiary to terminate the Optionee's employment at any
time. 


        16.   Shareholders Rights.    The Optionee or other person or entity exercising the Option
shall have no rights as a shareholder of record of the Company with respect to Shares issuable upon the exercise of the Option until such Shares have been issued. 


        17.   Entire Agreement.    This Agreement contains the entire understanding of the Company
and the Optionee with respect to the terms of the Option granted hereunder, and shall not be modified or amended on or after the Grant Date, except in writing, signed by both parties. A waiver by
either party under this Agreement shall not be deemed to be a waiver of any later default. 


        18.   Notices.    All notices under this Agreement shall be in writing and shall be deemed to
have been made when delivered or mailed by registered, or certified mail, or by a nationally recognized overnight delivery service, postage or charges prepaid. All notices to the Company shall be sent
to: 



	 	 	APAC Customer Services, Inc.

Six Parkway North Center

First Floor

Deerfield, IL 60015

Attn: General Counsel





        All
notices to the Optionee shall be sent to the Optionee's last known address on the Company's records, or such other address as the Optionee may furnish to the Company. 


        19.   Acknowledgment of Agreement Protecting Company Interests.    As additional
consideration for the Company granting the Option, the Optionee acknowledges that Optionee's rights herein are subject to the terms and conditions of the Optionee's Agreement Protecting Company
Interests (whether entered into previously or in connection with this Option grant).  


*    *    * 


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        IN
WITNESS WHEREOF, the Company and the Optionee have caused this Agreement to be executed on the date first above written. 



	 	 	APAC Customer Services, Inc.
	

 	
 	

By:	
 	

/s/  GEORGE H. HEPBURN III      

	

 	
 	

Its:	
 	

Senior Vice President and Chief Financial Officer

	

 	
 	
Optionee:
	

 	
 	

    

	

 	
 	

«First_Name» «Middle_Name» «Last_Name»




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Exhibit 10.3