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Exhibit 10.15    
    


EMPLOYMENT SECURITY AGREEMENT  


        This Employment Security Agreement (the "Agreement") is entered into as of this    day
of                        2004, by and between APAC Customer
Services, Inc. (the "Employer") and                        (the "Executive"). 


W I T N E S S E T H:  


        WHEREAS, the Executive is currently employed by the Employer as its DESCRIBE POSITION; and 


        WHEREAS, in the event of a change in control of the Employer, the Employer desires to provide certain security to the Employer and the
Executive, and to retain the Executive's continued devotion of the Executive's business time and attention to the Employer's affairs; and 



        WHEREAS, the Executive and the Employer desire to enter into this Agreement, which sets forth the terms of the security the Employer is
providing the Executive with respect to the Executive's employment in the event of a change in control of the Employer; 


        NOW, THEREFORE, in consideration of the mutual convenants and promises contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Employer and the Executive agree as follows: 



        1.     Definitions.    For purposes of this Agreement, the following terms shall have the meanings set forth below: 



	(a)
	"Base Salary" shall mean the higher of the Executive's annual base salary at the rate in effect on (i) the date of a Change in
Control, or (ii) the date the Executive's Employment terminates without regard to any reduction made in connection with an event constituting Good Reason hereunder.



	(b)
	"Bonus" shall mean the bonus based on the Executive's Base Salary that is payable to the Executive under the Employer's annual
incentive bonus plan, as in effect from time to time or under a successor annual incentive plan, at the target payout level in effect on the date the Executive's Employment terminates without regard
to any reduction made in connection with an event constituting Good Reason hereunder or on the date of a Change in Control, whichever produces a greater result.



	(c)
	"Cause" shall exist only if:



	(i)
	The
Executive is grossly negligent or engages in gross misconduct in the performance of his employment duties;



	(ii)
	The
Executive willfully disobeys the lawful directions received from the Company or from the person to whom the Executive directly reports or of established policies of
the Company; or



	(iii)
	The
Executive commits 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 Employer.






	(d)
	"Change in Control" shall mean any of the following events:



	(i)
	A
tender offer shall be made and consummated for the ownership of more than 50% of the outstanding voting securities of the Employer;



	(ii)
	The
Employer shall be merged or consolidated with another corporation and 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 Employer, as the same shall have existed immediately prior to such merger or consolidation; 



	(iii)
	The
Employer 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 of the Employer, 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 Employer before the Transaction shall cease to constitute a majority of the
Board of Directors of the Employer, or any successor thereto; or



	(v)
	A
person, within the meaning of Section 3(a)(9) or of Section 13(d)(3) (as in effect on the date hereof) of the Securities and Exchange Act of 1934
("Exchange Act"), other than any employee benefit plan then maintained by the Employer, shall acquire more than 50% of the outstanding voting securities of the Employer (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) (as in effect on the date hereof) pursuant to the Exchange Act. 




Notwithstanding
the foregoing, (A) 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 Employer, 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 (B) if the Schwartz Entities control, directly or indirectly, less than twenty-seven (27%) percent of the Employer's voting securities
while it is a public company, then "331/3%" shall be
substituted for "50%" in clauses (i) and (v) of this Paragraph 2(d), and "662/3%" shall be substituted for "50%" in clause (ii) of this
Paragraph 2(d). 



	(e)
	"Disability" shall mean, to the extent such term is not defined in an Employment Agreement, if any, a physical or mental condition that
entitles the Executive to benefits under the Employer-sponsored long term disability plan in which the Executive participates.



	(f)
	"Employment" shall mean being in the employ of the Employer.



	(g)
	"Employment Agreement" shall mean a written agreement between the Executive and the Employer covering the terms and conditions of
Executive's employment with the Employer.



	(h)
	"Good Reason" shall exist if, after notice by the Executive to the Employer and a fifteen (15) day opportunity by the Employer
to cure (during which it does not cure the condition):



	(i)
	The
principal place of work (not including regular business travel) is relocated by more than fifty (50) miles;



	(ii)
	The
Executive's duties, responsibilities or authority as an executive employee are materially reduced or diminished from those in effect immediately prior to a Change
in Control without the Executive's written consent, provided that any reduction or diminishment in any of the foregoing resulting merely from the acquisition of the Employer and its existence as a
subsidiary or division of another entity shall not be sufficient to constitute Good Reason; 






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	(iii)
	The
compensation received by the Executive is reduced in the aggregate, and such reduction is not remedied within thirty (30) days of the Executive's notice to
the Employer thereof;



	(iv)
	A
determination is made by the Executive in good faith that as a result of the Change in Control, and a change in circumstances thereafter, significantly affecting his
position he is unable to carry out the authorities, powers, functions or duties attached to his position, and the situation is not remedied within thirty (30) days after receipt of the Employer
of written notice from the Executive of such determination;



	(v)
	The
Employer violates the material terms of this Agreement, or an Employment Agreement, if any; or



	(vi)
	There
is a liquidation, dissolution, consolidation or merger of the Employer 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 (either by operation of law or otherwise) all duties and
obligations of the Employer under this Agreement and any Employment Agreement, if any. 





        2.     Term.    The term of this Agreement shall be the period commencing on the date first set forth above and
terminating on the date the Executive's employment with the Employer is terminated; provided that, if the Executive's employment is terminated following a Change in Control under the circumstances
described in Paragraph 3, the term shall continue in effect until all payments and benefits have been made or provided to the Executive hereunder. 


        3.     Benefits Upon Termination of Employment.    If (i) the Employer terminates the Executive's Employment
without Cause coincident with or at any time within 12 months following a Change in Control; or (ii) the Executive terminates the Executive's Employment by resignation due to an event
constituting Good Reason that occurs coincident with or at any time within 12 months following a Change in Control, the Executive shall be entitled to receive the following: 



	(a)
	Severance Pay.    The Employer shall pay to the Executive an amount equal to 12 FOR VP'S AND 18 FOR SVP'S months of the
Executive's Base Salary and 1 FOR VP AND 11/2 FOR SVP times the Executive's Bonus. Payment shall be made in a lump sum within thirty (30) days after termination of the
Executive's Employment.



	(b)
	Stock Options.    To the extent the Executive has any outstanding option or options to purchase common stock of the Employer
as of the date of the Change in Control, the exercisability of such options shall be determined in accordance with the terms of the Employer's stock option plan then in effect, and/or a written
agreement entered into by the Employer and the Executive, which covers the terms and conditions of the exercise of such option or options.



	(c)
	Health Benefits.    The Employer shall provide to the Executive, the Executive's spouse or beneficiary continued medical,
dental, life, disability coverages and such other benefits as provided under any other welfare plans or programs in which he participated immediately prior to his termination for a period of 12 FOR VP
OR 18 FOR SVP months on the same basis as provided to other employees as of the date of termination. Following such period, the Employer shall make available to such persons any benefit continuation
or conversion of rights otherwise provided at the time an employee's employment terminates (without offset for the coverage provided pursuant to the previous sentence), under the Employer's
established welfare plans. 




Notwithstanding
anything in this Agreement to the contrary, to the extent that an Employment Agreement, if any, or such other written agreement between the Executive and the Employer, expressly 


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covers
the terms of severance payable, if any, and such other benefits available to the Executive upon termination of his Employment following a Change in Control, such Employment Agreement or other
agreement shall govern and supersede the terms of this Agreement if such severance payable or other benefits are more favorable to the Executive than those provided in this Agreement 


        4.     No Setoff. 



	(a)
	The
payments and benefits made or provided to the Executive, the Executive's spouse or other beneficiary under this Agreement shall not be reduced by the amount of any claim of the
Employer against the Executive or the Executive's spouse or other beneficiary for any debt or obligation of the Executive or the Executive's spouse or other beneficiary to the Employer.



	(b)
	The
Executive shall have no duty to seek employment following termination of Employment or otherwise to mitigate damages. The amounts or benefits payable or available to the
Executive, the Executive's spouse or other beneficiary under this Agreement shall not be reduced by any amount the Executive may earn or receive from employment with another employer or from any other
source. 




        5.     Existing Rights.    Any payments and benefits under this Agreement are in lieu of benefits to which the
Executive may be entitled under any severance plan or policy of the Employer, but are in addition to any other benefits due to the Executive, the Executive's spouse or other beneficiaries from the
Employer, including, but not limited to, payments under any other welfare or retirement plan maintained by the Employer in which the Executive is or was eligible to participate. No provision in this
Agreement shall be construed to reduce or impair the Executive's rights and benefits under such welfare or retirement plans. 


        6.     Other Termination.



	(a)
	Termination Before Change in Control. If the Executive's Employment is terminated for any reason before a
Change in Control, severance payments, if any, due to the Executive shall be determined under the Employer's severance plans or policies then in effect, and/or the Executive's Employment Agreement, if
any. In such circumstances, the Executive shall not be entitled to any payments or benefits under this Agreement, and the Employer shall have no further obligation to the Executive hereunder, except
to the extent provided under any welfare, retirement or other plan, policy or arrangement maintained by the Employer in which the Executive is or was eligible to participate.



	(b)
	Termination for Cause or Without Good Reason. If, following a Change in Control, (i) the Executive's
Employment is terminated for Cause by the Board of Directors acting in good faith by written notice by the Employer to the Executive specifying the event relied upon for such termination, or
(ii) the Executive terminates the Executive's Employment without Good Reason, the Executive shall receive the Executive's Base Salary at the rate then in effect on the date the Executive's
Employment terminates paid through the date of termination. In such circumstances, the Executive shall not be entitled to any payments or benefits under this Agreement, and the Employer shall have no
further obligation to the Executive hereunder, except to the extent provided under any welfare, retirement or other plan, policy or arrangement maintained by the Employer in which the Executive is or
was eligible to participate.



	(c)
	Death or Disability. If the Executive's Employment is terminated by reason of death or Disability, the Executive, the Executive's
spouse or other beneficiary, as the case may be, shall not be entitled to any payments or benefits under this Agreement, and the Employer shall have no further obligation to the Executive hereunder
except to the extent provided under any welfare, retirement or other plan, policy or arrangement maintained by the Employer in which the Executive is or was eligible to participate. 



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        7.     Section 280G.    Notwithstanding any provision of this Agreement to the contrary, in the event that: 



	(a)
	The
aggregate payments or benefits to be made or afforded to the Executive under the this Agreement or from the Company in any other manner (the "Termination Benefits") would be
deemed to include an "excess parachute payment" under Section 280G of the Code, or any successor thereto, and



	(b)
	If
such Termination Benefits were reduced to an amount (the "Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three
(3) times the Executive's "base amount," as determined in accordance with said Section 280G, and the Non-Triggering Amount would be greater than the aggregate value of
Termination Benefits (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced so
that the Termination Benefits are not more than the Non-Triggering Amount. The application of said Section 280G, and the allocation of the reduction required by this Section, shall
be determined by the Company's auditors. 




        8.     Beneficiaries.    If the Executive is entitled to payments and benefits under the circumstances described above
in Paragraph 3, but dies before all amounts payable and benefits available thereunder have been paid or provided, the remaining payments and benefits shall be made or provided to the
Executive's surviving spouse, if any, or other beneficiary designated in a writing delivered to the Employer (and in such form as is prescribed by the Employer). If the Executive has no surviving
spouse, and has not designated a beneficiary, the remaining payments shall be made to the Executive's estate. 


        9.     Full Satisfaction; Waiver and Release.    As a condition to receiving the payments and benefits hereunder, the
Executive shall execute a document in customary form, releasing and waiving any and all claims, causes of actions and the like against the Employer, their respective successors, shareholders,
officers, trustees, agents and employees, regarding all matters relating to the Executive's service as an employee of the Employer and to the termination of such relationship. Such claims  include, without limitation,
 any claims arising under the Age Discrimination in Employment Act of 1967, as amended (the "ADEA"); Title VII of the Civil
Rights Act of 1964, as amended; the Civil Rights Act of 1991, as amended; the Equal Pay Act of 1962, as amended; the Americans With Disabilities Act of 1990, as amended; the Family Medical Leave Act,
as amended; the Employee Retirement Income Security Act of 1974, as amended; or any other federal, state or local statute or ordinance, but exclude
claims arising under the ADEA to challenge the provisions of this Paragraph 8, and any claims that arise out of an asserted breach of the terms of this Agreement or claims related to the
matters described in Paragraph 5. 


        10.   Assignment.    Except as provided above in Paragraph 8, the Employer may not assign this Agreement, or
any rights, duties or obligations hereunder, except that the Employer's rights, duties, and obligations shall be binding obligations of any successor,
as provided in Paragraph 1(h)(vi). 


        No
interest of the Executive (or the Executive's spouse or other beneficiary) nor any right to receive any payment or distribution hereunder shall be subject to sale, transfer,
assignment, pledge, attachment or garnishment or otherwise be assigned or encumbered. No such interest or right shall be taken, voluntarily or involuntarily, for the satisfaction of the obligations or
debts of, or other claims against, the Executive (or the Executive's spouse or other beneficiary), including claims for alimony, child support, separate maintenance and claims in bankruptcy. 



        11.   Source of Payment.    The rights created under this Agreement are unfunded promises to provide severance pay
and other benefits described herein in the event of the termination of the Executive's Employment under the circumstances described above in Paragraph 3. The Employer shall 


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not
segregate assets for purposes of payment for any amounts due hereunder, nor shall any provision contained herein be interpreted to require the Employer to segregate assets for purposes of
providing payment of any benefit hereunder. The Executive, the Executive's spouse, or other beneficiary shall not have any interest in or right against any specific assets of the Employer, and any
rights shall be limited to those of a general unsecured creditor. 


        12.   Miscellaneous.



	(a)
	Entire Agreement; Amendment.    This Agreement contains the entire Agreement and understanding between the Employer and the
Executive and, except as to prior agreements as indicated in Paragraph 3 herein, supersedes all other agreements, written or oral, relating to the payment of severance or any other benefit in
the event of a Termination of Employment Without Cause or with Good Reason in the event of a Change of Control, as described herein. Any amendment or modification of the terms of this Agreement must
be in writing and signed by the Employer and the Executive to have any binding effect upon the parties.



	(b)
	Applicable Law.    Except to the extent preempted by federal law, this Agreement is governed by, and shall be construed and
interpreted in accordance with the substantive laws of the State of Illinois, not including the choice of law provisions thereof.



	(c)
	No Employment Rights.    Nothing contained herein shall be construed to confer upon the Executive any right to continue in
the employment of the Employer, or to limit the right of the Employer to terminate the Executive's employment at any time, with or without Cause, subject to the Executive's rights hereunder with
respect to such termination.



	(d)
	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

Fourth Floor

Deerfield, IL 60015

Attention: Chief Executive Officer






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



	(e)
	Severability.    If any provision contained herein shall be found invalid and unenforceable, the remaining provisions of this
Agreement shall remain in full force and effect.



	(f)
	Successors.    This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
heirs, representatives, and successors.



	(g)
	Headings.    The headings and subheadings contained in this Agreement are provided solely for convenience of reference and
shall not be construed or interpreted in any way as affecting the meaning of any provision of this Agreement. 





*    *    * 


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        IN WITNESS WHEREOF, the Executive and the Employer have executed this Agreement as of this            day
of                        , 2004. 



	 	 	APAC CUSTOMER SERVICES, INC.
	

 	
 	

By:	
 	

    

	

 	
 	
EXECUTIVE
	

 	
 	

    

	 	 	[Name]




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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: «name»	 	 
	

 	
 	

ADDRESS:	
 	

                                         
                                          
                 
	

 	
 	

 	
 	

                                         
                                          
                 
	

 	
 	

IDENTIFICATION NO. OF TAXPAYER:	
 	

 
	

 	
 	

TAXABLE YEAR:	
 	

                                         
                                          
                 





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


        3.     The
date on which the property was transferred is «option date». 


        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
«performance period» or (b) the taxpayer's services with the Company are terminated for certain reasons during the period commencing on «option
date» and ending on «vest date». 





        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













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Exhibit 10.15



EXHIBIT B

ELECTION UNDER SECTION 83(b) OF THE INTERNAL REVENUE CODE OF 1986