EX-10.1






PERSONAL AND CONFIDENTIAL 



April 1, 2010



Mr. Eric Tinch


10436 Park Walk Point


Alpharetta, GA 30022



Dear Eric:



I am pleased to present this offer of employment to join APAC Customer Services, Inc.
(“APAC”, or “the Company”) as Senior Vice President, Human Resources, reporting to me. The
following terms will apply:




	 	1.	 	Your start date will be April 12, 2010.






	 	2.	 	Your starting base salary will be on an annualized basis, payable bi-weekly. (This
“base salary” is stated for convenience only and is not intended as an annual contract of
employment.) Your base salary will be reviewed each year at the time when increases for
executives of APAC are considered.






	 	3.	 	You will be eligible to participate in and earn bonus compensation under the
Company’s annual Management Incentive Plan (the “MIP”), as may be in effect from time to
time, in accordance with the Company’s compensation practices. You will have a payout
opportunity of between 50% — 100% of Base Salary for target and maximum performance
respectively. The payout of MIP will depend on APAC meeting its budgeted financial
performance and you meeting individual and team performance goals that will be established
each year between you and your manager. Your 2010 incentive opportunity will be prorated.






	 	4.	 	You will be granted options to purchase shares of APAC stock at an exercise price
equal to the official closing price of APAC’s common stock on the grant date. The option
grant date will be the latter of (a) your first day of employment or (b) the date on which
the Compensation Committee approves the grant. These options will vest at the rate of 20%
per year during the first five years of your employment.






	 	5.	 	You will receive a sign-on bonus in the net amount of , on the first regularly
scheduled pay date following the 30th day of employment. In the event you
voluntarily resign your employment within one year of the date employment begins, you will
repay the sign on bonus in its entirety.






	 	6.	 	You will be entitled to paid vacation of four (4) weeks and will also be entitled to
participate in all employee benefit plans and programs extended to employees at the
executive level.






	 	7.	 	APAC will pay you a lump-sum payment in the amount of $55,000 to help offset your
costs of relocating to the Bannockburn, IL area.  This relocation must occur within 120
days from your start date. In the event you leave APAC’s employ within one year of the
date upon which relocation benefits are rendered to you, you shall reimburse APAC for all
relocation costs paid by APAC.






	 	8.	 	Upon joining the company, you will receive an Employment Security Agreement, which
outlines additional cash compensation protection in the event of “Change in Control” of
the Company (draft copy enclosed).






	 	9.	 	As a condition of employment, you will sign an “Agreement Protecting Company
Interests”, (copy enclosed).






	 	10.	 	Except for (1.) your termination of employment in connection with a “change in
control” as defined in the Employment Security Agreement referenced above, or (2.) your
termination of employment by APAC “for cause” (Defined as “(i) gross misconduct or gross
negligence in the performance of your employment duties; (ii) willful disobedience by you
of the lawful directions received from the Company or from the person to whom you directly
report or of established policies of the Company; or (iii) commission by you 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”), and provided
you sign a then-current Waiver & Release Agreement, APAC will pay you severance equal to
one-half (1/2) of the monthly amount of your then-current Base Salary during each of the
following twelve (12) months following such termination. Severance payments will be made
in accordance with either this agreement or the prevailing 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’s customary payroll dates in
installment equal to one-half (1/2) of your regular biweekly salary, less all applicable
withholding taxes.






Notwithstanding the foregoing, if you are deemed at the time of your separation from
service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the
Internal Revenue Code (the “Code”), to the extent delayed commencement of any portion
of the severance payments to which you are entitled under this agreement is required in
order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code,
such portion of your severance payments will not be provided to you prior to the
earlier of (1) expiration of the six-month period measured from the date of your
“separation from service” with the Company (as such term is defined in Treasury
Regulations issued under Section 409A of the Code) or (2) your death.  Upon expiration
of the applicable Code Section 409A(a)(2)(B)(i) deferral period, all payments deferred
pursuant to this paragraph shall be paid in a lump sum to you, and any remaining
payments due shall be paid as otherwise provided herein.




	 	11.	 	You have submitted a completed Application of Employment, we have received
satisfactory references, and our background investigation is now complete. There are no
contingencies to this offer on any of these items.





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



Sincerely,



APAC CUSTOMER SERVICES, INC.



/s/Michael P. Marrow

Michael P. Marrow

President and Chief Executive Officer




MPM/MVH/kbo




ACCEPTED BY:




/s/ Eric Tinch




	 	 	Eric Tinch






4/6/2010


Date