**Exhibit 10.2**

 

**PERSONAL AND CONFIDENTIAL**

 
| Karen Tulloch        |   |   | May 28, 2005 |
|----------------------|--------|--------|-------------------|
| 724 DeLasalle Court  |   |   |
| Naperville, IL 60565 |   |   |

 

Dear Karen:

 

I am pleased to present this offer of employment tojoin APAC Customer Service, Inc. (“APAC”) as Senior Vice President, HumanResources reporting to me. The following terms will apply:

 

1.             Your start datewill be June 13, 2005.

 

2.             Your starting basesalary will be $237,500, on an annualized basis payable bi-weekly (This “basesalary” is stated for convenience only and is not intended as an annualcontract of employment.)  Your basesalary will be reviewed each year at the time when increases for executives ofAPAC are considered.  At the present timethat occurs on or about April 1 of each year.

 

3.             You will be aparticipant in APAC’s annual Management Incentive Compensation Plan (“MIP”) asit exists from year to year (copy enclosed). We envision an opportunity of 10%-40%-80% forthreshold-target-maximum performance, respectively.  The payout of MIP will depend on APAC’smeeting its budgeted financial performance and your meeting your individual andteam performance goals that will be established each year between you and theexecutive to whom you report.

 

4.             You will beentitled to paid vacation of four (4) weeks and will also be entitled toparticipate in all employee benefit plans and programs extended to employees atthe executive level (Benefits Summary enclosed).

 

5.             Subject to theapproval of the Compensation Committee, you will be granted options to purchase300,000 shares of APAC stock at an exercise price equal to the mean between thehigh and low prices at which APAC’s common stock trades on the day suchapproval is rendered, as reported by Bloomberg Financial Markets.  These options will vest at the rate of 20%per year during the first five years of your employment.

 

6.             Upon joining thecompany, you will receive an Employment Security Agreement, which outlinesadditional cash compensation protection in the event of “Change in Control” ofthe Company (draft copy enclosed).

 

7.             As a condition ofemployment, you will sign an Agreement Protecting Company Interests, a copy ofwhich is enclosed.

 

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8.             Except for (1.)your termination of employment in connection with a “change in control” asdefined in the Employment Security Agreement referenced above, or (2.) yourtermination of employment by APAC “for cause” (Defined as “(i) grossmisconduct or gross negligence 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 youseverance equal to the monthly amount of your then-current Base Salary duringeach of the following twelve (12) months following such termination.  Severance payments will be made in accordancewith either this agreement or the prevailing change of control agreement,whichever is more advantageous to you; but in no event will severance paymentsbe made under both agreements.  Suchpayments will be made on APAC’s customary payroll dates in installment equal toyour regular biweekly salary, less all applicable withholding taxes.

 

9.             This offer isextended contingent upon receipt of a completed Application for Employment,satisfactory references, and adequate results of a background investigation.

 

10.           You herebyrepresent and warrant that you are not subject to any covenants, agreements ofrestrictions, including, without limitation, any covenants, agreements orrestrictions arising out of your prior employment or independent contractorrelationships, which would be breached or violated by your acceptance of thisoffer of employment or by your performance of your duties.  You acknowledge that it is APAC’s expresspolicy to abstain from the use or disclosure of the trade secrets andproprietary information of third parties, and you hereby expressly covenantthat you will not use or disclose trade secrets or proprietary information ofthird parties while working at APAC.

 

Karen, we are excited about your joining APAC.  If you have any questions please don’thesitate to contact me.

 

 

Sincerely,

 
| **APAC CUSTOMER SERVICES, INC.**          |                                                                                                                           |
|-------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------|
| ** **                                |                                                                                                                           |
|                                      |                                                                                                                           |
| **Robert J. Keller**                      | **ACCEPTED BY:**                                                                                                               |
| **President and Chief Executive Officer** |                                                                                                                           |
| SLM/ml                                    |                                                                                                                           |
|                                      |                                                                                                                           |
|                                      | /s/ Karen Tulloch                                                                                                              |   |
| cc: S. Menzel                             | ** **                                                                                                                     |
|                                      | **Karen Tulloch                **May 28,  2005 |

 

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