Exhibit 10.10**AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT****THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT**(the “Agreement”) is enteredinto this August 6, 2007 between APAC Customer Services, Inc., an Illinois corporation (the“Company”), and Robert J. Keller (the “Executive”).Executive and the Company are parties to an Employment Agreement effective March 15, 2004 (the“Prior Agreement”).Executive and the Company desire to amend and restate the Prior Agreement in the form of thisAgreement.1. Employment. Subject to the terms and conditions provided in this Agreement, theCompany hereby agrees to employ and continue in its employ the Executive, and the Executive herebyaccepts such employment and agrees to remain in the employ of the Company, at will, for the periodcommencing on August 6, 2007 (the “Effective Date”) and ending on the Date of Termination(defined below) (the “Employment Period”).2. Duties.(a) Executive’s Positions and Titles. During the Employment Period, the Executive’sposition and title shall be President and Chief Executive Officer of the Company. He shall also beappointed a director of the Company, effective not sooner than the Effective Date, as soon as maybe practicable on or after the date of this Agreement. Provided the Executive’s employment with theCompany has not previously been terminated, the Executive will be nominated for election to theBoard of Directors at each subsequent annual meeting of stockholders during the Employment Period.If the Board of Directors determines, in accordance with the Company’s By-Laws, to establish anExecutive Committee, the Executive shall be appointed a member of such committee for such period ashe is serving as a director of the Company.(b) Executive’s Duties. The Executive shall report directly to the Board of Directorsand all other employees of the Company shall report to the Executive or his designee and notdirectly to the Board of Directors. Throughout the Employment Period, the Executive’s duties,responsibilities and authority shall include all of the duties, responsibilities, and authoritynormally performed by the President and Chief Executive Officer of the Company, with such additionsthereto which are consistent with his position, responsibilities and authority hereunder, as theBoard of Directors may, from time to time, in its discretion designate. The role andresponsibilities of the Chairman of the Company shall be as set forth in the By-Laws of the Companyin effect from time to time, and to mentor and counsel the Chief Executive Officer when and as theChairman and Executive may agree.(c) Full Time. The Executive agrees to devote the Executive’s full business time tothe business and affairs of the Company and to use the Executive’s best efforts to performfaithfully and efficiently the duties and responsibilities assigned to the Executive hereunder,subject to periods of vacation and sick leave to which he is entitled. Notwithstanding theforegoing, the Executive may serve on civic or charitable boards or committees, participate incharitable, professional, educational, community or industry affairs and manage his and hisfamily’s personal investments and affairs to the extent such activities do not interfere with theperformance of his duties and
 
 

 
responsibilities.  The Executive shall not invest in any businesswhich directly competes with the Company, nor shall he engage in any outside business activity ofany nature, including, but not limited to, activity as a consultant, agent, partner, officer orprovider of business services of any nature, directly or indirectly to a corporation or otherbusiness enterprise, except as otherwise provided in this Agreement. Nothing in this Agreementshall be construed to prohibit the Executive from investing in up to 2% of the stock of anycorporation which does not directly compete with the Company and whose stock is listed on anational securities exchange or on the Nasdaq National Market system.3. Compensation and Benefits.(a) Base Salary. During the Employment Period, the Executive shall receive a basesalary (“Base Salary”), paid in accordance with the normal payroll practices of the Company(but not less frequently than monthly) at an annual rate of $440,000. The Base Salary shall bereviewed at least annually in accordance with the Company’s policies and practices by action of theBoard of Directors (or a committee thereof) and may be increased, but not decreased, from time totime by the Board of Directors. Any increase in the Base Salary shall not serve to limit or reduceany other obligation of the Company hereunder and any such increased Base Salary thereafter shallbe regarded as the Executive’s “Base Salary” for all purposes under this Agreement.(b) Incentive Bonus. The Executive shall be eligible for an annual bonus throughoutthe Employment Period under the Company’s Management Incentive Plan or under a successor annualincentive plan (“Annual Incentive Plan”), as may be in effect from time to time, inaccordance with the Company’s compensation practices. The Executive shall have a target annualbonus under the Annual Incentive Plan equal to 75% of his Base Salary and a maximum annual bonusequal to 150% of his Base Salary. The Executive’s annual bonus, to the extent earned and payable,shall be paid (i) one-half in cash and (ii) one-half as a grant of restricted stock, or deferrablerestricted stock units (in the discretion of the Board of Directors), having a face value equal tothe amount of such portion of the annual bonus earned, vesting 50% on the date of grant and 50% onthe first anniversary of the date of grant, and providing such other terms and provisions as theBoard of Directors shall determine in its discretion; provided, however, that such other terms andprovisions shall not impose additional vesting requirements, forfeiture provisions, or clawbacks onthe restricted stock or deferrable restricted stock units other than as set forth in thisAgreement. Executive and the Company agree that Executive’s target bonus is a material term ofthis Agreement and of Executive’s overall compensation package.(c) Participation in the Company’s Stock Incentive Plans. During the EmploymentPeriod, the Executive shall be entitled to participate in the Company’s 2005 Incentive Stock Plan(the “Stock Plan”) and any successor or other of the Company’s stock option and stockincentive programs in accordance with the policies and practices of the Company as in effect fromtime to time with respect to senior executives employed by the Company. The Executive shall beentitled to an annual award opportunity commensurate with award guidelines adopted by the Board ofDirectors and in effect from time to time; provided, the Executive’s award opportunity for2007 and thereafter shall be in accordance with award guidelines in effect on the EffectiveDate, subject to the sole discretion of the Board of Directors to modify or eliminate suchguidelines for senior executives at any time and from time to time.
 
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(d) Other Incentive Plans. During the Employment Period, the Executive shall beeligible to participate, subject to the terms and conditions thereof, in all incentive plans andprograms as may be in effect from time to time with respect to senior executives employed by theCompany.(e) Other Pension and Welfare Benefit Plans. During the Employment Period, theExecutive and the Executive’s dependents, as the case may be, shall be eligible to participate in,subject to the terms and conditions thereof, all profit sharing, 401(k), medical and dental,disability, group or executive life, accidental death and travel accident insurance, and allsimilar benefit plans and programs of the Company as in effect from time to time with respect tosenior executives employed by the Company.(f) Expenses. During the Employment Period, the Executive shall be entitled toreceive prompt reimbursement for all reasonable expenses incurred by the Executive on behalf of theCompany in accordance with the policies and practices of the Company in effect from time to timewith respect to senior executives employed by the Company.(g) Fringe Benefits. During the Employment Period, the Executive shall be entitled tosuch fringe benefits as are available to other senior executives of the Company in accordance withthe policies of the Company as in effect from time to time with respect to senior executivesemployed by the Company. The Executive shall be designated as the lead member under the Company’smembership in The Glen Club country club.(h) Vacation. During the Employment Period, the Executive shall be entitled to takefour (4) weeks of paid vacation annually, subject to the policies and practices of the Company asin effect from time to time with respect to senior executives employed by the Company.4. Termination.(a) Disability. The Company may terminate the Executive’s employment, after havingestablished the Executive’s Disability, by giving to the Executive notice of such termination whilethe Executive remains disabled. For purposes of this Agreement, the Executive’s“Disability” shall mean a “disability,” as determined under the Company’s long termdisability benefit plan then in effect covering the Executive. The “Disability EffectiveDate” shall be the first date, on or following the date of such disability, as of which theExecutive is entitled to payment of benefits under such long-term disability plan.(b) By the Company With or Without Cause. The Company may terminate the Executive’semployment at any time with or without prior notice and with or without Cause. “Cause”means:(i) the Executive’s gross misconduct or gross negligence in the performance of theExecutive’s employment duties;
 
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(ii) the willful disobedience by the Executive of the lawful directions received fromthe Board or of the established policies of the Company; or(iii) the commission by the Executive of a crime involving fraud or moral turpitudethat can reasonably be expected to have an adverse effect on the business, reputation orfinancial situation of the Company.(c) Termination by the Executive. The Executive may at any time voluntarily terminatehis employment effective upon at least sixty (60) days’ prior notice to the Company;provided, upon the Executive’s Notice of Termination (defined below), the Company mayterminate the Executive’s employment at any time thereafter, which shall not be treated as atermination “without Cause,” and Executive shall be deemed to have resigned under this Section4(c) and shall have a deemed Date of Termination (defined below) on the date sixty (60) daysafter the date of Executive’s Notice of Termination.(d) Change in Control. The Executive shall enter into an Employment SecurityAgreement with the Company substantially in the form attached hereto as Exhibit A. In theevent of the Company’s involuntary termination of the Executive’s employment without Cause duringthe Employment Period that is not covered by the Employment Security Agreement, then the terms ofSection 5(b) of this Agreement shall govern.(e) Notice of Termination. Any termination of the Executive’s employment by theCompany for a Disability or for or without Cause or by the Executive for any reason shall becommunicated by a Notice of Termination to the other party hereto given in accordance withSection 16(b). For purposes of this Agreement, a “Notice of Termination” means awritten notice which (i) indicates the specific termination provision in this Agreement reliedupon; (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basisfor termination of the Executive’s employment under the provision so indicated; and (iii) specifiesthe Date of Termination.(f) Date of Termination. “Date of Termination” means the date terminating theExecutive’s employment specified in the Notice of Termination; provided that, (i) if theExecutive’s employment is terminated due to Disability, the Date of Termination is the DisabilityEffective Date; (ii) if the Executive’s employment is terminated due to the Executive’s death, theDate of Termination shall be the date of death; and (iii) if the Executive’s employment isterminated by the Executive the Date of Termination shall be not less than sixty (60) days afterthe giving of the Notice of Termination.5. Obligations of the Company upon Termination. Other than as specifically set forthor referenced in this Agreement or the Employment Security Agreement, the Executive shall not beentitled to any payments or benefits, and the Company shall have no further obligation to theExecutive hereunder, on or after the Date of Termination, except as provided under any welfare,retirement or other plan, policy or arrangement maintained by the Company in which the Executive iseligible to participate.
 
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(a) Payment of Accrued Obligations. If the Executive’s employment is terminated dueto death, Disability, by the Company for Cause or by the Executive for any reason, theCompany shall pay the Executive all Accrued Obligations, and the Company shall have no furtherobligation to the Executive under this Agreement. For purposes of this Section 5(a),“Accrued Obligations” shall mean, as of the Date of Termination, the sum of (i) the amountof Executive’s Base Salary earned through the Date of Termination, at the annual rate in effect atthe time Notice of Termination is given, to the extent not theretofore paid; (ii) any vacation pay,expense reimbursements and other cash entitlements accrued by the Executive or payable to hisbeneficiaries as of the Date of Termination pursuant to the terms of the applicable Company plan orprogram to the extent not theretofore paid; (iii) any vested benefits in accordance with theprovisions of any applicable Company retirement, welfare or other benefit plan, policy, arrangementor program; and (iv) any unpaid bonus earned with respect to any fiscal year ending on or precedingthe Date of Termination.(b) Without Cause. Subject to Section 6 and the Executive’s compliance withthe covenants set forth in Section 7 below, if the Executive’s employment is terminated bythe Company other than due to Disability or Cause, then the Executive shall be entitled to thefollowing benefits and payments in addition to his Accrued Obligations:(i) The Executive shall be entitled to receive payment of an aggregate amount equal tohis Base Salary, at the annual rate then in effect, for a period of twenty-four (24) months,payable in equal installments in accordance with Company’s customary payroll practices forsenior executives (but not less frequently than monthly) and subject to applicable taxwithholding.(ii) The Executive shall be entitled for a period of twenty-four (24) months tocontinue medical and dental coverages for himself and his covered dependents under theCompany’s medical and dental plans on the same basis as an active employees of the Company.Such continued coverage shall be concurrent with his rights to continuation coverage underthe Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA), and shallterminate if he or his dependents shall become eligible for coverage under any otheremployer’s group health plan, or any other event which would cease coverage under COBRA(other than expiration of 18 months).(iii) The Executive shall be entitled to continuation of long term disability and lifeinsurance benefits for a period of twenty-four (24) months after the Date of Terminationprovided that the long term disability benefit plan and the life insurance benefit plan, asthe case may be, permit the Executive’s continued participation; provided, if eithersuch plan does not permit the Executive’s continued participation after the Date ofTermination and under such plan the Executive has a right to convert such benefit to anindividual insurance contract or such plan provides a portability option to continuecoverage as a former employee, then, if the Executive timely elects such conversion orportability option subject to the terms of such plan, the Company shall reimburse theExecutive for the premiums incurred for such twenty-four (24) month period; providedfurther, the Executive shall have no right to a continuation of long term disability orlife insurance coverage after the Date of Termination except as provided in the precedingprovisions of this Section 5(b)(iii). Each of the benefits or reimbursementsprovided under this Section 5(b)(iii) shall cease at such time as the Executivebecomes eligible for substantially similar or improved benefit or benefits from a subsequentemployer.
 
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(iv) The Company shall pay the Executive a pro rata annual bonus for the fiscal year inwhich the Date of Termination occurs, to the extent earned under the Annual Incentive Planfor such year (disregarding any condition thereunder for the Executive’s continuingemployment through the last day of the fiscal year), at such time as bonuses are paid toother senior executives of the Company. Such proration shall be based on the fraction thenumerator of which is the number of days in which the Executive is employed by the Companyduring such fiscal year through the Date of Termination and the denominator of which is 365.(v) All amounts and benefits payable under this Section 5(b) shall be in lieuof all other payments and benefits to which the Executive otherwise may be entitled underany severance plan, program or policy of the Company.(vi) Notwithstanding the foregoing, if Executive is deemed as of the Date ofTermination to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of theInternal Revenue Code (the “Code”), to the extent delayed commencement of anyportion of the severance payments to which Executive is entitled under this agreement isrequired in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of theCode, such portion of the severance payments will not be provided to Executive prior to theearlier of (1) the expiration of the six-month period measured from the date of theExecutive’s “separation from service” with the Company (as such term is defined in theTreasury Regulations issued under Section 409A of the Code) or (2) Executive’s death. Uponthe expiration of the applicable Code Section 409A(a)(2)(B)(i) deferral period, all paymentsdeferred pursuant to this paragraph (vi) shall be paid in a lump sum to Executive, and anyremaining payments due shall be paid as otherwise provided herein.(c) No Mitigation. In no event shall the Executive be obligated to seek otheremployment or take any other action by way of mitigation of the amount payable to the Executiveunder any of the provisions of this Agreement and, except as set forth at Sections 5(b)(ii) and5(b)(iii), such amounts shall not be reduced for any income or benefits that the Executivederives from employment or self-employment (or both) from any other source. Except as set forth inthis Agreement, the Company’s obligation to make the payments provided for in this Agreement andotherwise to perform its obligations hereunder shall not be affected by any circumstances,including without limitation, set-off, counterclaim, recoupment, defense or other claim, right oraction which the Company may have against the Executive or others, except to the extent any amountsare due the Company or its subsidiaries or affiliates pursuant to a judgment against the Executive.6. General Release. The Executive acknowledges and agrees that this Agreement,together with all Exhibits and Schedules and all award agreements evidencing equity grants or otherawards under the Company’s employee benefit plans, includes the entire agreement and understandingbetween the parties with regard to the Executive’s employment, the termination thereof during theEmployment Period, and all amounts to which the Executive shall be entitled whether during the termof employment or upon
 
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termination thereof. The Executive also acknowledges and agrees that the Executive’s right to receive severance pay and other benefitspursuant to Section 5(b) of this Agreement is contingent upon the Executive’s compliancewith the covenants set forth in Section 7 of this Agreement and the Executive’s executionand acceptance of the terms and conditions of, and the effectiveness of the General Release of AllClaims (the “Release”) attached hereto as Exhibit B. If the Executive fails tocomply with the covenants set forth in Section 7 within ten (10) days of the Executive’sreceipt of written notice from the Company alleging that the Executive is breaching a covenantthereunder, or if the Executive fails to execute the Release within twenty-one (21) days of receiptof such Release, then the Executive shall not be entitled to any severance payments or otherbenefits to which the Executive would otherwise be entitled under Section 5(b) of thisAgreement.7. Executive’s Covenants.(a) Restrictive Covenants. The Executive agrees that in order to protect the businessinterests of the Company, he shall, contemporaneously with his execution of this Agreement, executethe Agreement for the Protection of Company Interests attached hereto as Exhibit C.(b) Cooperation. The Executive will, with reasonable notice during or after thePeriod of Employment, furnish information as may be in his possession and cooperate with theCompany as may reasonably be requested in connection with any claims or legal actions in which theCompany is or may become a party that relates to any matter that occurred during his employment inwhich he was involved or of which he has knowledge. The Company shall be responsible for, and shalladvance to the Executive, any reasonable expenses incurred or to be incurred by the Executive inconnection with his furnishing information or cooperation with the Company under this Section.8. Successors.(a) This Agreement is personal to the Executive and without the prior written consent of theCompany shall not be assignable by the Executive otherwise than by will or the laws of descent anddistribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’slegal representatives.(b) This Agreement shall inure to the benefit of and be binding upon the Company and itssuccessors. The Company shall require any successor to all or substantially all of the businessand/or assets of the Company, whether direct or indirect, by purchase, merger, consolidation,acquisition of stock, or otherwise, expressly to assume and agree to perform this Agreement in thesame manner and to the same extent as the Company would be required to perform if no suchsuccession had taken place. Failure of the Company to obtain such assumption simultaneous with, orprior to, or as soon thereafter as may be reasonably practicable to, the occurrence of suchsuccession shall be a breach of this Agreement and shall entitle the Executive to terminateemployment with the Company (or any successor) and be entitled to the benefits and payments setforth in Section 5(b) as if his employment had been terminated by the Company withoutCause. As used in the Agreement, Company shall mean the Company as hereinbefore defined and anysuccessor to its business and/or assets as aforesaid which executes and delivers the agreementprovided for in this Section or which otherwise becomes bound by all the terms and provisions ofthis Agreement by operation of law.
 
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9. Amendment; Waiver. This Agreement may be amended, modified or changed only by awritten instrument executed by the Executive and by a duly authorized officer or director of theCompany. No provision of this Agreement may be waived except by a writing executed and deliveredby the party sought to be charged. Any such written waiver will be effective only with respect tothe event or circumstance described therein and not with respect to any other event orcircumstance, unless such waiver expressly provides to the contrary.10. No Violations. As a material inducement to the Company’s willingness to enterinto this Agreement, the Executive represents to the Company that neither the execution of thisAgreement by the Executive, the employment of the Executive by the Company, nor the performance bythe Executive of his duties hereunder will constitute a violation by the Executive of anyemployment, non-competition or other agreement to which the Executive is a party.11. Survival. Notwithstanding anything in this Agreement to the contrary, theobligations of the parties under Sections 5, 6 and 7 shall survive any termination of theExecutive’s employment.12. Arbitration. Any dispute or controversy arising under or in connection with thisAgreement (including, without limitation, any of the agreements contained in the exhibits hereto)shall be settled exclusively by arbitration, conducted before a single arbitrator in Chicago,Illinois in accordance with the National Rules for the Resolution of Employment Disputes of theAmerican Arbitration Association then in effect. The decision of the arbitrator will be final andbinding upon the parties hereto. Judgment may be entered on the arbitrator’s award in any courthaving jurisdiction.13. Attorney’s Fees.(a) In the event of any dispute arising or controversy under or in connection with thisAgreement (including, without limitation, any of the agreements contained in the exhibits hereto)or the Executive’s employment with the Company, if the arbitrator determines that either party hassubstantially prevailed on the issues brought by such party in the arbitration, the other partyshall, upon presentment of appropriate documentation pay or reimburse the substantially prevailingparty for all reasonable legal and other professional fees, costs of arbitration and otherreasonable expenses incurred in connection therewith by the substantially prevailing party.(b) The Company shall promptly pay the Executive’s reasonable costs of entering into thisAgreement, including the reasonable fees and expenses of his counsel and other professionals, up toa maximum of US $25,000 (based on such counsel’s and professionals’ standard hourly rates).14. Indemnification. The Company hereby agrees to indemnify the Executive and holdhim harmless to the fullest extent provided to senior officers and directors and as permitted bylaw and under the Company’s Articles of Incorporation and its By-laws, against and in respect toany and all actions, suits, proceedings, claims, demands, judgments, costs, expenses (includingreasonable attorney’s fees), losses, and damages.15. Liability Insurance. The Company shall cover the Executive under directors andofficers liability insurance both during and, while potential liability exists, after the Period ofEmployment, in the same amount and to the same extent during the Period of Employment as theCompany covers its other officers and directors, and after the Period of Employment in the sameamount and to the same extent as the Company covers its other former officers and former directors.
 
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16. Miscellaneous.(a) The captions of this Agreement are not part of the provisions hereof and shall have noforce or effect.(b) All notices and other communications hereunder shall be in writing; shall be delivered byhand delivery to the other party or mailed by registered or certified mail, return receiptrequested, postage prepaid; or by guaranteed overnight delivery service; shall be deemed deliveredupon actual receipt in the case of hand delivery or three business days after the date deposited inthe mail or the first business day following the date of deposit if delivered by guaranteedovernight delivery; and shall be addressed as follows:If to the Company:APAC Customer Services, Inc.Six Parkway NorthFourth FloorDeerfield, Illinois 60015Attention: General CounselWith a copy to:APAC Customer Services, Inc.Six Parkway NorthFourth FloorDeerfield, Illinois 60015Attention: Chairman, Compensation CommitteeIf to the Executive:At the last residence address for the Executive listed on the Company’spayroll records.or to such other address as either party shall have furnished to the other in writing in accordanceherewith.(c) If any provision(s) of this Agreement shall be found invalid, illegal, or unenforceable,in whole or in part, then such provision(s) shall be deemed to be modified or restricted to theextent and in the manner necessary to render the same valid and enforceable or shall be deemedexcised from this Agreement, as the case may require and this Agreement shall be construed andenforced to the maximum extent permitted by law, as if such provision(s) hadbeen originally incorporated herein as so modified or restricted or as if such provision(s)had not been originally incorporated herein, as the case may be.
 
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(d) This Agreement shall be governed under the internal laws of the State of Illinois withoutregard to its conflicts of law principles.(e) This Agreement, together with all Exhibits and Schedules, represents the entire agreementand understanding between the Company and the Executive and except for the Employment SecurityAgreement and any stock option agreements entered into pursuant the other Stock Plan supersedes allother agreements, written or oral, relating to the subject matter contained herein, including thePrior Agreement. If any provision of this Agreement conflicts with any other agreement, policy,plan, practice or other Company document, now existing or hereafter adopted or amended, theprovisions of this Agreement shall control.(f) All compensation paid or provided to the Executive under this Agreement shall be subjectto any applicable income, payroll or other tax withholding requirements.(g) The Company and the Executive acknowledge that this Agreement was the result ofarm’s-length negotiations between sophisticated parties each afforded representation by legalcounsel. Each and every provision of this Agreement shall be construed as though both partiesparticipated equally in the drafting of same, and any rule of construction that a document shall beconstrued against the drafting party shall not be applicable to this Agreement.(h) This Agreement may be executed in one or more counterparts, which together shallconstitute a valid and binding agreement.
 
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IN WITNESS WHEREOF, each of the parties hereto has duly executed this Executive EmploymentAgreement as of the date first set forth above.EXECUTIVE:/s/ROBERT J. KELLER