**Exhibit10.2**

 

 

# **PERSONALAND CONFIDENTIAL**

 
| Ms. Susan Menzel     |   | Revised June 4, 2004 |
|----------------------|--------|----------------------|
| 406 Cove Drive       |   |                 |
| Cary, Illinois 60014 |   |                 |

 

Dear Sue**:**

 

I am pleased to present this offer ofemployment to join APAC Customer Services, Inc. (“APAC”) as Senior VicePresident, Human Resources , reporting to me. The following terms will apply:

 

1.               Your start date will be June 14, 2004.

 

2.               Your starting base salary will be $250,000,on an annualized basis payable bi-weekly. (This “base salary” is stated for convenience only and is not intendedas an annual contract of employment.) Your base salary will be reviewed each year at the time when increasesfor executives of APAC are considered. At the present time that occurs on or about April 1 of each year.

 

3.               You will be a participant in APAC’s annualManagement Incentive Compensation Plan (“MIP”) as it exists from year to year(copy enclosed).  We envision anopportunity of 10%**-**40%**-**80% for threshold-target-maximumperformance, respectively.  The payoutof MIP will depend on APAC’s meeting its budgeted financial performance andyour meeting your individual and team performance goals that will beestablished each year between you and the executive to whom you report.  For 2004 you will be guaranteed a minimumbonus payment equal to $25,000.

 

4.               You will be entitled to paid vacation offour (4) weeks and will also be entitled to participate in all employee benefitplans and programs extended to employees at the executive level (BenefitsSummary enclosed).

 

5.               Subject to the approval of the CompensationCommittee, you will be granted options to purchase 75,000 shares of APAC stockat an exercise price equal to the mean between the high and low prices at whichAPAC’s common stock trades on the day such approval is rendered, as reported byBloomberg Financial Markets.  Theseoptions will vest at the rate of 25% per year during the first four years ofyour employment.  A copy of our standardoption agreement is provided for your review.

 

6.               Upon joining the company, you will receivean Employment Security Agreement, which outlines additional cash compensationprotection in the event of “Change in Control” of the Company (draft copyenclosed).

 

7.               As a condition of employment, you will signan Agreement Protecting Company Interests, a copy of which is enclosed.

 

8.               Except for (1.) your termination ofemployment in connection with a “Change in Control” as defined in theEmployment Security Agreement referenced above or (2.) your termination ofemployment by APAC “for cause” (defined as “(i) gross misconduct or grossnegligence in the performance of your employment duties; (ii) willfuldisobedience by you of the lawful directions received from the Company or fromthe person to whom you directly report or of established policies of theCompany; or (iii) commission by you of a crime involving fraud or moralturpitude that can reasonably be expected to have an adverse effect on thebusiness, reputation or financial situation of the Company”), and provided yousign a then-current Waiver & Release Agreement, APAC will pay you severanceequal to the monthly amount of your then-current Base Salary during each of thefollowing twelve (12) 

 

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monthsfollowing such termination.  Severancepayments will be made in accordance with either this agreement or theprevailing change of control agreement, whichever is more advantageous to you;but in no event will severance payments be made under both agreements.  Such payments will be made on APAC’scustomary payroll dates in installments equal to your regular biweekly salary,less all applicable withholding taxes.

 

9.               This offer is extended contingent uponreceipt of a completed Application for Employment, satisfactory references, andadequate results of a background investigation.

 

10.         You hereby represent and warrant that youare not subject to any covenants, agreements or restrictions, including,without limitation, any covenants, agreements or restrictions arising out ofyour prior employment or independent contractor relationships, which would bebreached or violated by your acceptance of this offer of employment or by yourperformance of your duties. You acknowledge that it is APAC’s express policy toabstain from the use or disclosure of the trade secrets and proprietaryinformation of third parties, and you hereby expressly covenant that you willnot use or disclose the trade secrets or proprietary information of thirdparties while working at APAC.

 

Sue,we are excited about your joining APAC. If you have any questions please don’t hesitate to contact me.

 

Sincerely,

 

**APAC CUSTOMER SERVICES, INC.**

 

 

**Robert J. Keller**

**President and Chief ExecutiveOfficer**

LRW/lw

 
| cc:           C. Corkery |             |
|----------------------------------------------------------------------------|------------------|
|                                                                       | **ACCEPTED BY:** |
|                                                                       |             |
|                                                                       |             |
|                                                                       | **Susan Menzel** | June        , 2004 |

 

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