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 to
join APAC Customer Service, Inc. (“APAC”) as Senior Vice President, Human
Resources reporting to me. The following terms will apply:


 


1.             Your start date
will be June 13, 2005.


 


2.             Your starting base
salary will be $237,500, 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.  At the present time
that occurs on or about April 1 of each year.


 


3.             You will be a
participant in APAC’s annual Management Incentive Compensation Plan (“MIP”) as
it exists from year to year (copy enclosed). 
We envision an opportunity of 10%-40%-80% for
threshold-target-maximum performance, respectively.  The payout of MIP will depend on APAC’s
meeting its budgeted financial performance and your meeting your individual and
team performance goals that will be established each year between you and the
executive to whom you report.


 


4.             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 (Benefits Summary enclosed).


 


5.             Subject to the
approval of the Compensation Committee, you will be granted options to purchase
300,000 shares of APAC stock at an exercise price equal to the mean between the
high and low prices at which APAC’s common stock trades on the day such
approval 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 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).


 


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


 





















 


8.             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 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
your regular biweekly salary, less all applicable withholding taxes.


 


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


 


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


 


Karen, 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

  	
  ACCEPTED BY:

  
	
  President and Chief Executive Officer

  	
   

  
	
  SLM/ml

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Karen Tulloch

  	
   

  
	
  cc: S. Menzel

  	
   

  
	
   

  	
  Karen Tulloch                May 28,
  2005