EXHIBIT 10.6APAC CUSTOMER SERVICES, INC.RESTRICTED STOCK AWARD AGREEMENT     THIS AGREEMENT (this “Agreement”) is made this                      (the “GrantDate”), between APAC Customer Services, Inc., an Illinois corporation (the “Company”),and                      (the “Participant”).R E C I T A L:     WHEREAS, the Company desires to grant to the Participant certain Restricted Shares under theCompany’s 2005 Incentive Stock Plan, as amended from time to time (the “Plan”), which hasbeen approved by its shareholders.     NOW THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree asfollows:     1. Grant of the Restricted Stock Award. Subject to the terms and conditions set forthin this Agreement and the Plan, the Company hereby grants to the Participant an Award consisting of                     Restricted Shares, subject to adjustment pursuant to the terms of the Plan.Capitalized terms not defined herein shall have the same meaning as set forth in the Plan. EachRestricted Share shall vest and become unrestricted in accordance with Section 2 hereof.     2. Vesting.          (a) Except as set forth at Section 2(b), 2(c), 2(d) or 2(e) hereof, the Award shall vest asfollows: (i) 50% of the Restricted Shares on the first anniversary of the Grant Date (the“First Vesting Date”) and (ii) 50% of the Restricted Shares on the second anniversary ofthe Grant Date (the “Second Vesting Date”, and collectively with the First Vesting Date,the “Vesting Dates”); provided, in each case, that Participant has uninterrupted Servicefrom the Grant Date to and including the applicable Vesting Date. “Service” shall mean(i) an employee-employer relationship between the Participant and the Company or any of itsSubsidiaries, (ii) service to the Company or any of its Subsidiaries provided by the Participantas a member of the Company’s or such Subsidiary’s Board of Directors, or (iii) service byParticipant as a consultant or independent contractor. Participant will not be treated asterminating Service (A) where there is a simultaneous reemployment or continuing employment ofParticipant by the Company or any of its Subsidiaries, (B) where there is a simultaneousestablishment of a consulting relationship or continuing consulting relationship between theParticipant and the Company or any of its Subsidiaries, or (C) if Participant continues to serveas a member of the Board of Directors of the Company or any of its Subsidiaries after thetermination of an employee-employer or consulting relationship, in which case, the Participant’sService will cease on the date Participant no longer is employed by the Company or any of itsSubsidiaries, no longer performs services as a consultant, and is
 

 
no longer a member of the Board of Directors of the Company or any of its Subsidiaries. TheCommittee, in its sole discretion, shall determine the effect of all matters and questionsrelating to terminations of Service, including, but not by way of limitation, the question ofwhether a particular leave of absence constitutes a termination of Service.          (b) If a Change in Control occurs while the Participant is providing Services to the Companyor one of its Subsidiaries, the Restricted Shares shall immediately fully vest.          (c) If Participant’s Service is terminated due to the Participant’s death or Disability, theRestricted Shares shall immediately fully vest upon the occurrence of such termination.“Disability” shall mean a disability as determined under the Company’s long termdisability benefit plan then in effect covering the Participant.          (d) If the Participant’s Service terminates prior to the date of vesting under Section 2(a)and 2(b), for any reason other than as provided in Section 2(c) hereof, any unvested portion ofthe Award shall be forfeited by the Participant and cancelled by the Company. The Participantirrevocably grants to the Company the power of attorney to transfer any unvested RestrictedShares forfeited to the Company and agrees to execute any document required by the Company inconnection with such forfeiture and transfer.          (e) Section 2(d) to the contrary notwithstanding, the Committee, in its sole discretion, mayat any time cause all or part of the Participant’s Restricted Shares to vest upon a terminationof the Participant’s Service.          (f) Upon the vesting of Restricted Shares pursuant to Section 2(a), 2(b), 2(c) or 2(e)hereof, all restrictions on such vested Restricted Shares shall lapse and such Restricted Sharesshall become unrestricted and freely transferable.     3. Rights as a Shareholder. The Company will issue the Restricted Shares byregistering the Restricted Shares in book entry form with the Company’s transfer agent in theParticipant’s name and the applicable restrictions will be noted in the records of the Company’stransfer agent and in the book entry system. No certificate(s) representing all or a part of theRestricted Shares will be issued until the Restricted Shares become vested. The Participant mayexercise all voting rights with respect to the Restricted Shares. Dividends (as they may bedeclared and paid on Common Stock to shareholders from time to time) shall not be payable on anyRestricted Shares that are not vested.     4. NoEmployment Rights. Nothing contained herein shall confer upon the Participant theright to continue in the Service of the Company or any of its Subsidiaries, or to interfere with orlimit the right of the Company or such Subsidiary to terminate Participant’s Service at any time.     5. Transferability. The Restricted Shares subject to the Award and not then vestedmay not be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of(whether by operation of law or otherwise) or be subject to execution, attachment or similar
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process, (collectively referred to as a “Transfer”) and any attempt to so Transfersuch Restricted Shares shall be null and void, other than a Transfer by will or the laws of descentand distribution.     6. Repayment of Restricted Shares or Proceeds. The Company may rescind the Award, tothe extent vested, if prior to (a) the occurrence of a Change of Control and (b) six (6) monthsafter the date of vesting of the Restricted Shares, the Participant violates any promise, covenant,or agreement relating to (i) restrictions on the Participant’s ability to compete with the Companyor solicit its customers or employees or (ii) the Participant’s duty to keep information about theCompany confidential. The Company may exercise such rescission right at any time within two yearsafter the occurrence of an event under the foregoing clauses (i) or (ii). In the event of suchrescission, the Participant shall either tender to the Company the then-vested Restricted Sharesor, if the Restricted Shares are not within the Participant’s possession or control, shall pay tothe Company an amount in cash equal to the proceeds of any Transfer thereof by the Participant (or,if no proceeds were received, a cash amount equal to the Fair Market Value of the Restricted Shareson the date of Transfer), in such manner and on such terms and conditions as may be required by theCompany, and the Company shall be entitled to a right of set-off against any amount owed to theParticipant by the Company.     7. Withholding. By accepting the Award, the Participant agrees to make appropriatearrangements with the Company for the satisfaction of any applicable federal, state or local incometax withholding requirements, including the payment to the Company of all such taxes andrequirements in connection with the distribution or delivery of the vested Restricted Shares, orother settlement in respect of the Restricted Shares upon vesting, and the Company shall beauthorized to take such action as may be necessary (including, without limitation, at the electionof the Participant, (a) withholding vested Restricted Shares otherwise deliverable to theParticipant hereunder, except that this election shall not apply in the case of withholdingrequired upon the filing of an election under Section 83(b) of the Internal Revenue Code of 1986,as amended (the “Code”) pursuant to Section 15 hereof, or (b) withholding amounts from anycompensation or other amount owing from the Company to the Participant) to satisfy all obligationsfor the payment of such taxes; provided, however, that in no event shall the value of vestedRestricted Shares so withheld by the Company exceed the minimum withholding rates required byapplicable statutes.     8. Notices. For the purpose of this Agreement, notices and all other communicationsprovided for in this Agreement shall be in writing and shall be deemed to have been duly given (a)on the date of delivery if delivered by hand, (b) on the date of transmission, if delivered byconfirmed facsimile, (c) on the first business day following the date of deposit if delivered byguaranteed overnight delivery service, or (d) on the fourth business day following the datedelivered or mailed by United States registered or certified mail, return receipt requested,postage prepaid, addressed to the Company in care of its General Counsel and to the Participant atthe address (or to the facsimile number) shown on the records of the Company.     9. Failure to Enforce Not a Waiver. The failure of the Company to enforce at any timeany provision of this Agreement shall in no way be construed to be a waiver of such provision or ofany other provision hereof.
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     10. Authority of Committee. The Committee shall have full authority to interpret andconstrue the terms of this Agreement. The determination of the Committee as to any such matter ofinterpretation or construction shall be final, conclusive and binding.     11. Choice of Law. The interpretation, performance and enforcement of this Agreementshall be governed by the laws of the State of Illinois without regard to its conflicts of lawprinciples.     12. Counterparts. This Agreement may be executed in two counterparts each of whichshall be deemed an original and both of which together shall constitute one and the sameinstrument. Any facsimile of this Agreement shall be considered an original document.     13. Complete Agreement; Inconsistencies. The Award is made pursuant to the Plan, theterms of which are incorporated herein by reference. The Plan and this Agreement embody thecomplete agreement and understanding among the parties respecting the subject hereof and supersedeand preempt any prior understandings, agreements or representations by or among the parties,written or oral, which may have related to the subject matter hereof in any way. In the event ofany conflict between the terms of the Plan and this Agreement, the terms of the Plan shall prevail.     14. Successors and Assigns. This Agreement is intended to bind and inure to thebenefit of and be enforceable by the Participant, the Company and their respective permittedsuccessors and assigns (including personal representatives, heirs and legatees), and is intended tobind all successors and assigns of the respective parties, except that the Participant may notassign any of the Participant’s rights or obligations under this Agreement except to the extent andin the manner expressly permitted hereby.     15. Compliance with Code Section 409A. To the extent that any Award under thisAgreement becomes subject to Code Section 409A, it is intended that such Award be in compliancewith Code Section 409A and the terms of the Plan and this Agreement shall be construed, to thefullest extent possible, to be in compliance with Code Section 409A.     16. Section 83(b) Election.          (a) The Participant understands that under Section 83(a) of the Code, the excess of the fairmarket value of unvested Restricted Shares on the date that forfeiture restrictions lapse (thevesting date) over the amount paid for such Restricted Shares on the Grant Date will be taxed, onthe date such forfeiture restrictions lapse, as ordinary income subject to withholding tax andtax reporting. For this purpose, the term “forfeiture restrictions” means the right of theCompany to receive back any unvested Restricted Shares upon a failure of the Company to attainthe performance condition set forth in Section 2(a)(i) or, to the extent such performancecondition is so attained, the termination of the Participant’s Service with the Company prior tothe date of vesting provided in Section 2(a)(ii) and other than as provided in Section 2(b), 2(c)and 2(e) hereof. The Participant understands that the Participant may elect under Section 83(b)of the Code to be taxed at ordinary income rates on the fair market value of the unvestedRestricted Shares at the time they are acquired, rather than when and as the Restricted Sharescease to be subject to the forfeiture restrictions. Such
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election (an “83(b) Election”) must be filed with the Internal Revenue Service within 30days following the Grant Date of the Award. The Participant understands that (a) the Participantwill not be entitled to a deduction for any ordinary income previously recognized as a result ofthe 83(b) Election if the unvested Restricted Shares are subsequently forfeited to the Companyand (b) the 83(b) Election may cause the Participant to recognize more compensation income thanthe Participant would have otherwise recognized if the value of the Restricted Sharessubsequently declines.          (b) THE FORM FOR MAKING AN 83(b) ELECTION IS ATTACHED TO THIS AGREEMENT AS EXHIBIT B. THEPARTICIPANT UNDERSTANDS THAT FAILURE TO FILE SUCH AN ELECTION WITHIN THE 30-DAY PERIOD MAY RESULTIN THE RECOGNITION OF ORDINARY INCOME AS THE FORFEITURE RESTRICTIONS LAPSE.          (c) The Participant further understands that an additional copy of such election form shouldbe filed with the Participant’s federal income tax return for the calendar year in which the dateof this Agreement occurs. The Participant acknowledges that the foregoing is only a generalsummary of the federal income tax laws that apply to the Award of the Restricted Shares underthis Agreement and does not purport to be complete.          (d) THE PARTICIPANT FURTHER ACKNOWLEDGES THAT THE COMPANY HAS DIRECTED THE PARTICIPANT TOSEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE CODE, THE INCOME TAX LAWS OFANY MUNICIPALITY, STATE OR FOREIGN COUNTRY IN WHICH THE PARTICIPANT MAY RESIDE, AND THE TAXCONSEQUENCES OF THE PARTICIPANT’S DEATH.          (e) The Participant agrees to execute and deliver to the Company with this Agreement a copyof the Acknowledgment and Statement of Decision Regarding Section 83(b) Election attached heretoas Exhibit A. The Participant further agrees that the Participant will execute and deliver tothe Company with this Agreement a copy of the 83(b) Election attached hereto as Exhibit B ifParticipant chooses to make such an election.     IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed and theParticipant has hereunto set his hand, effective as of the Grant Date.         APAC CUSTOMER SERVICES, INC.           By:                    Name:                   Its:Senior Vice President and Chief            Financial Officer                       Participant:  
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EXHIBIT AACKNOWLEDGMENT AND STATEMENT OF DECISION REGARDING