Exhibit 10.1


 


PERSONAL AND CONFIDENTIAL


 


	
  Pamela Schneider

  	
   

  	
   

  	
  June 1, 2005

  
	
  25089 N. Pawnee Road

  	
   

  	
   

  
	
  Barrington, IL 60010

  	
   

  	
   

  



 


Dear Pam:


 


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


 


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


 


2.             Your starting base
salary will be $260,000, 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 Management Incentive Compensation Plan (“MIP”) as it
exists from year to year.  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 established
by the Compensation Committee, as reported by Bloomberg Financial Markets.  The option grant date will be the later of
your first date of employment and 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.


 


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 (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”), or (3) your
termination as a result of your resignation from employment with the Company
other than for Agreed Reason, and provided you sign a then-current Waiver &
Release Agreement, APAC will pay you severance equal to (x) the monthly amount
of your then-current Base Salary plus (y) the amount necessary to reimburse you
for payments you make in connection with your exercise of your rights under
COBRA to continue your and your dependants’ medical and dental benefits in
accordance with the terms of the Company’s welfare plans as may be in effect
from time to time during each of the following twelve (12) months following
such termination.  Resignation for “Agreed
Reason” shall mean a resignation by you prior to any Change of Control if after
notice to the Company and a fifteen day opportunity by the Company to cure, (a) your
duties, responsibilities are materially reduced or diminished from those in
effect on your commencement of employment without your written consent or you
no longer report to the Chief Executive Officer of the Company, or (b) your
base salary and the incentive compensation opportunity available to you is
reduced in the aggregate and not in accordance with a compensation reduction
applicable to all senior executives’ salaries generally.  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.  Notwithstanding the foregoing, no amount
shall be paid pursuant to this Agreement prior to the date that is at least six
months following a termination of employment to the extent such amount would be
subject to excise tax under the terms of Section 409A of the Internal
Revenue Code of 1986, as amended.


 


You are not required to
mitigate the amount of any severance payment provided for in this letter by
seeking other employment or otherwise, nor shall the amount of any payment or
benefit provided for in this Employment Agreement be reduced by any
compensation, income or benefit you may receive from any source.  In addition, no payments to you under this
letter may be subject to any offset or setoff due to any claim the Company or
its affiliates may have against you.


 


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 or
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.


 


11,           This letter shall
be binding on the Company and any successor to its business or to a majority of
its business assets and the Company will require any successor in interest
(whether direct or indirect) to expressly observe and agree to perform this
letter; provided, however, that no such assumption shall relieve the Company of
its obligations.


 





















 


12.           Any controversy or
claim arising out of or relating to this letter or a breach of its provisions,
other than a claim for injunctive relief, shall be settled by arbitration in
accordance with the Employment Arbitration Rules of the American
Arbitration Association in effect at the time demand for arbitration is made by
either party.  This arbitration shall be
conducted before a single arbitrator selected by mutual agreement or three (3) arbitrators
if the parties are unable to agree on a single arbitrator within 30 days of the
first demand for arbitration.  If three
arbitrators are necessary, on arbitrator shall be named by APAC, a second shall
be named by you and the third shall be named by the two arbitrators so
chose.  The arbitration shall occur in
either Cook or Lake County, Illinois.  In
the event of any such dispute and arbitration the non-prevailing party shall be
responsible for the fees and expenses paid to the arbitrators and court reporters,
but the parties shall be responsible for any respective attorneys’ fees
regardless of outcome.


 


Pam, 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/ Pamela Schneider

  	
   

  
	
   

  	
   

  
	
   

  	
  Pamela Schneider

  
	
   

  	
  June 1, 2005