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APAC Customer Services, Inc.
Management Incentive Plan
 As Amended and Restated
Effective March 15, 2007




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TABLE OF CONTENTS
 
 PageSECTION 1
    
    ESTABLISHMENT OF THE PLAN
    
    
    11.1
    
    Purpose
    
    
    11.2
    
    Term
    
    
    1SECTION 2
    
    DEFINITIONS
    
    
    12.1
    
    Incentive Award
    
    
    12.2
    
    Award
    
    
    12.3
    
    Award Agreement
    
    
    12.4
    
    Base Salary
    
    
    12.5
    
    Board
    
    
    12.6
    
    Change in Control
    
    
    12.7
    
    Code
    
    
    22.8
    
    Committee
    
    
    22.9
    
    Company
    
    
    22.10
    
    Eligible Individual
    
    
    22.11
    
    Fair Market Value
    
    
    22.12
    
    Long-Term Incentive Award
    
    
    22.13
    
    Participant
    
    
    32.14
    
    Performance Goals
    
    
    32.15
    
    Performance Period
    
    
    32.16
    
    Plan
    
    
    32.17
    
    Plan Year
    
    
    32.18
    
    Stock
    
    
    32.19
    
    Stock Plan
    
    
    3SECTION 3
    
    ELIGIBILITY AND PARTICIPATION
    
    
    33.1
    
    General
    
    
    33.2
    
    Partial Performance Period Participation
    
    
    33.3
    
    No Right to Participate
    
    
    3SECTION 4
    
    INCENTIVE AWARD OPPORTUNITY
    
    
    44.1
    
    Performance Goals
    
    
    44.2
    
    Awards
    
    
    44.3
    
    Maximum Award
    
    
    5SECTION 5
    
    PAYMENT OF INCENTIVE AWARDS
    
    
    55.1
    
    Form and Timing of Payment
    
    
    55.2
    
    Payment of Partial Awards
    
    
    55.3
    
    Termination of Employment
    
    
    55.4
    
    Change in Control Termination
    
    
    5




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TABLE OF CONTENTS
 PageSECTION 6
    
    RIGHTS OF PARTICIPANTS
    
    
    56.1
    
    No Employment Rights
    
    
    56.2
    
    Nontransferability
    
    
    5SECTION 7
    
    ADMINISTRATION, LIABILITY, INDEMNIFICATION
    
    
    67.1
    
    Administration
    
    
    67.2
    
    Liability; Indemnification
    
    
    6SECTION 8
    
    AMENDMENT, MODIFICATION AND TERMINATION
    
    
    7SECTION 9
    
    MISCELLANEOUS
    
    
    79.1
    
    Governing Law
    
    
    79.2
    
    Withholding Taxes
    
    
    79.3
    
    Shareholder Approval
    
    
    79.4
    
    Costs of the Plan
    
    
    79.5
    
    Unsecured General Creditor
    
    
    79.6
    
    Entire Agreement
    
    
    79.7
    
    Limitations of Liability
    
    
    89.8
    
    Successors
    
    
    89.9
    
    Captions, Gender and Number
    
    
    89.10
    
    Headings
    
    
    89.11
    
    Severability
    
    
    8
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APAC Customer Services, Inc.
Management Incentive Plan
(As Amended and Restated Effective March 15, 2007)
 Section 1
ESTABLISHMENT OF THE PLAN
 Purpose.
 Term. th
 Section 2
DEFINITIONS
 Incentive Award. Incentive Award
 Award. Award Awards
 Award Agreement. Award Agreement
 Base Salary. Base Salary
 Board. Board
 Change in Control. Change in Control




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Transaction
 Exchange Act
 Schwartz Entities" 1 3 2 3
 Code. Code
 Committee. Committee
 Company. Company
 Eligible Individual. Eligible Individual
 Fair Market Value. Fair Market Value
 Long-Term Incentive Award. Long-Term Incentive Award
 2




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Participant. Participant
 Performance Goals. Performance Goals
 Performance Period. Performance Period
 Plan. Plan
 Plan Year. Plan Year
 Stock. Stock
 Stock Plan. Stock Incentive Plan
 Section 3
ELIGIBILITY AND PARTICIPATION
 General.
 Partial Performance Period Participation.
 No Right to Participate.
 Section 4
INCENTIVE AWARD OPPORTUNITY
 Performance Goals.
 Performance Goals.
 3




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Individual Performance Goals.
 Adjustment of Performance Goals.
 Awards.
 Maximum Award.
 4




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Section 5
PAYMENT OF INCENTIVE AWARDS
 Form and Timing of Payment.
 Payment of Partial Awards.
 Termination of Employment.
 Change in Control Termination.
 Section 6
RIGHTS OF PARTICIPANTS
 No Employment Rights.
 Nontransferability.
 5




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Section 7
ADMINISTRATION, LIABILITY, INDEMNIFICATION
 Administration.
           Liability; Indemnification.
 6




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Section 8
AMENDMENT, MODIFICATION AND TERMINATION
  Section 9
MISCELLANEOUS
 Governing Law.
 Withholding Taxes.
 Shareholder Approval.
 Costs of the Plan.
 Unsecured General Creditor.
 Entire Agreement.
 Limitations of Liability.
 7




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Successors.
 Captions, Gender and Number.
 Headings.
 Severability.
 IN WITNESS WHEREOF,
 APAC CUSTOMER SERVICES, INC.By:Its:
 8