EX-10.4






APAC Customer Services, Inc.

2201 Waukegan Road




Suite 300




Bannockburn, Illinois 60015




September 12, 2010



Mr. Michael Marrow


APAC Customer Services, Inc.


2333 Waukegan Road


Suite 100


Bannockburn, Illinois 60015




	 	 	Dear Mike:





This letter (the “Amendment”) sets forth the terms of your resignation as an officer
and as a member of the Board of Directors (the “Board”) of APAC Customer Services, Inc.
(the “Company”). The Company and you entered into an Executive Employment Agreement dated
as of February 16, 2008 and amended February 25, 2008 (“Employment Agreement”) and certain
Stock Option Agreements dated February 25, 2008 and May 8, 2009, respectively, (“Stock Option
Agreements”), which this Amendment amends. Any capitalized term not defined in this Amendment
has the meaning defined in the Employment Agreement or the Stock Option Agreements as applies.



1. Resignation from Employment. Effective this September 12, 2010, at 5:00 PM CDT
(the “Termination Date”), the Company and you mutually agree that your employment
shall terminate, and in connection with such termination, the Company accepts your resignation from
your positions as President and Chief Executive Officer of the Company, as a member of the Board,
as an officer and director of all other subsidiaries and affiliates of the Company on which you are
serving and from any fiduciary position in which you may be serving in connection with the
Company’s employee benefit plans or otherwise. In connection with your resignation from the
Board, you represent, warrant and acknowledge that you have no disagreements with the Company on
any matter related to the Company’s operations, policies or procedures. The Termination Date is
your “separation from service” date for purposes of Section 409A of the Code.



2. Payments Upon Termination Date. In recognition of your exemplary performance as
Chief Executive Officer of the Company, subject to Section 3, below, effective the Termination Date
you will be entitled to:



(a) your Accrued Payments (as provided under Section 8 of the Employment Agreement);



(b) continued cash payments of your current Base Salary until December 31, 2012, in equal
installments in accordance with the Company’s payroll practices;



(c) provided that you (and if applicable your dependents) elect healthcare continuation
coverage under COBRA, for a period of eighteen (18) months you will be required to pay only the
premium amount charged to active employees for such healthcare coverage and the Company will pay
the balance of your COBRA premiums, subject to immediate cessation of Company payment at any such
time during this period that you become eligible for health benefits in connection with subsequent
employment;



(d) a lump sum cash payment of $86,000, provided that you timely exercise your conversion
rights and purchase all life insurance contracts owned by the Company insuring your life;



(e) the unvested portion (540,000 options) of the stock options granted under the February 25,
2008 Stock Option Agreement will accelerate and become vested on the Termination Date (in addition
to the 360,000 stock options, of the total such 900,000 stock options, that previously became
vested) but you agree you shall not exercise any of those options. The Company will purchase from
you all 900,000 of the vested stock options granted under the February 25, 2008 Stock Option
Agreement for a net price of $3.54 per option share, after taking into account the exercise price
under such grant but prior to applicable tax withholding. All previously vested stock options
outstanding under the May 8, 2009 Stock Option Agreement shall be exercisable to the extent already
vested on the Termination Date (without any additional vesting under this Amendment), or forfeited
and cancelled, in accordance with the terms thereof; and



(f) a lump sum cash payment of your annual bonus for the 2010 fiscal year in the amount of
$231,000.



The Company will withhold all applicable taxes from the amounts payable under this Section 4
to the extent required by law.



Sections 1 through 8 of the Employment Agreement (and all references to such provisions
thereunder) are terminated as of the Termination Date and of no further effect except as
specifically provided in this Amendment, and all payments and benefits under this Section 2 are in
lieu of any amounts otherwise payable under any Company plan or program providing for severance
benefits.



3. Compliance with Covenants; General Release. You agree that you are bound by and
will continue to comply with all of the covenants set forth in Section 9, Section 11 and Section 13
of the Employment Agreement, and set forth in the Agreement Protecting Company Interests
thereunder, in accordance with the terms thereof (collectively, “Covenants”). Your
entitlements under Section 2 above (except Section 2(a)) are subject to (i) your continued
compliance with the Covenants and (ii) your execution and delivery of a general release of claims
to the Company within 21 days after the Termination Date, that is not revoked, in accordance with
the form attached hereto as Exhibit A, in which case (x) your payments under Section 2(b)
above will commence on October 22, 2010 (including a lump sum payment on the commencement date of
the amount accrued under Section 2(b) from the Termination Date to the commencement date) and (y)
the amounts due under Section 2(d) (provided you exercised your conversion rights), Section 2(e)
and Section 2(f) above will be paid in a lump sum on October 22, 2010. In the event of your death
after your delivery of the above general release of claims (that is not revoked) prior to payment
of the amounts due you under Section 2 above (subject to your prior exercise of your conversion
right respecting the amount due under Section 2(d)), the amounts that are then unpaid under Section
2 will be paid to the legal representative of your estate in a lump sum within 30 days thereafter.



4. Employment Security Agreement. Your Employment Security Agreement with the Company
entered into pursuant to Section 7(e) of the Employment Agreement terminates and ceases to be
effective as of the Termination Date.



5. Non-Disparagement. This Section 5 supersedes Section 11 of the Employment
Agreement. Both during and after your employment with the Company, you shall not disparage,
portray in a negative light, or take any action that would be harmful to, or lead to unfavorable
publicity for, the Company or any of its current or former clients, suppliers, officers, directors,
employees, agents, consultants, contractors, owners, parents, subsidiaries, or divisions, whether
in public or private, including without limitation, in any and all interviews, oral statements,
written materials, electronically displayed materials, and materials or information displayed on
Internet-related sites. After termination of your employment with the Company, the senior officers
of the Company shall not, and the members of the Board will be asked not to, disparage, portray in
a negative light, or take any action that would be harmful to, or lead to unfavorable publicity for
you, whether in public or private, including without limitation, in any and all interviews, oral
statements, written materials, electronically displayed materials, and materials or information
displayed on Internet-related sites.



6. Amendment. Except as amended by this Amendment, the Employment Agreement is
affirmed, ratified and continued in accordance with the terms thereof.



7. Counterparts. This Amendment may be executed in counterparts which shall be deemed
to be part of one original, and facsimile signatures shall be equivalent to original signatures.



If this Amendment is acceptable to you, please sign below and promptly return the fully signed
original to me.




Sincerely,




APAC Customer Services, Inc.




By:/s/ Theodore G. Schwartz

Theodore G. Schwartz

Chairman of the Board of Directors,

on behalf of the Board of Directors




UNDERSTOOD AND AGREED:



/s/ Michael Marrow


Michael Marrow



Date: September 12, 2010 EXHIBIT A

WAIVER AND RELEASE AGREEMENT




1. GENERAL RELEASE OF CLAIMS. IN CONSIDERATION FOR THE SEVERANCE PAY IN THE AMOUNT
SET FORTH IN SECTION 2 OF THAT CERTAIN AMENDMENT OF EMPLOYMENT AGREEMENT DATED SEPTEMBER 12, 2010
(“AMENDMENT”), LESS ALL APPLICABLE WITHHOLDING TAXES, TO BE PROVIDED TO ME UNDER THE TERMS
REFERENCED HEREIN, I, MICHAEL MARROW, ON BEHALF OF MYSELF AND MY HEIRS, EXECUTORS,
ADMINISTRATORS, ATTORNEYS AND ASSIGNS, HEREBY AGREE TO THE TERMS CONTAINED IN THIS WAIVER AND
RELEASE AGREEMENT AND WAIVE, RELEASE AND FOREVER DISCHARGE APAC CUSTOMER SERVICES, INC.
(“APAC”) AND APAC’S SUBSIDIARIES, DIVISIONS AND AFFILIATES, WHETHER DIRECT OR INDIRECT, ITS
AND THEIR JOINT VENTURES AND JOINT VENTURERS (HEREINAFTER COLLECTIVELY REFERRED TO AS THE
“EMPLOYER”) (INCLUDING ITS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES,
SHAREHOLDERS, PARTNERS AND AGENTS, PAST, PRESENT, AND FUTURE), AND EACH OF ITS AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS (HEREINAFTER COLLECTIVELY REFERRED TO AS RELEASEES), FROM ANY AND ALL KNOWN
OR UNKNOWN ACTIONS, CAUSES OF ACTION, CLAIMS OR LIABILITIES OF ANY KIND WHICH HAVE OR COULD BE
ASSERTED AGAINST THE RELEASEES ARISING OUT OF OR RELATED TO MY EMPLOYMENT WITH AND/OR SEPARATION
FROM EMPLOYMENT WITH THE EMPLOYER AND/OR ANY OF THE OF RELEASEES AND/OR ANY OTHER OCCURRENCE UP TO
AND INCLUDING THE DATE OF THIS WAIVER AND RELEASE AGREEMENT (“AGREEMENT”), INCLUDING BUT
NOT LIMITED TO CLAIMS THAT ANY OR ALL OF THE RELEASEES:



(a) discriminated or retaliated against me or others on the basis of race, color, sex
(including sexual harassment), national origin, ancestry, ethnic characteristics, disability,
perceived disability, history of disability, handicap, religion, creed, sexual orientation, marital
status, parental status, veteran status, source of income, entitlement to benefits, union
activities, whistleblower activities, age or any other claim or right I may have under the Age
Discrimination in Employment Act of 1967, as amended, or any other status protected by federal,
state, or local laws, constitutions, regulations, ordinances or executive orders; or



(b) failed to give proper notice of this employment termination under the Worker Adjustment
and Retraining Notification Act, or any similar state or local statute or ordinance; or



(c) violated any other federal, state, or local employment statute, such as the Employee
Retirement Income Security Act of 1974; the Family and Medical Leave Act of 1993; Title VII of the
Civil Rights Act of 1964; the Civil Rights Act of 1991; the Civil Rights Act of 1866; the Americans
With Disabilities Act of 1990 (“ADEA”); the Equal Pay Act of 1963, the Rehabilitation Act
of 1973; the Fair Labor Standards Act of 1938; the Occupational Safety and Health Act of 1970,
state wage payment and collection statutes; all as amended; and any other laws relating to
employment; or



(d) violated the Employer’s personnel policies, handbooks, any covenant of good faith and fair
dealing, or any contract of employment, express or implied, written or oral, between me and the
Employer; or



(e) violated public policy or common law, including claims for or based upon: personal injury,
invasion of privacy, retaliatory or wrongful discharge, negligent hiring, retention or supervision,
defamation, intentional or negligent infliction of emotional distress and/or mental anguish,
intentional interference with contract, impairment of economic opportunity, loss of business
opportunity, loss of wages, bonuses, commissions, expenses or benefits of any kind, fraud,
misrepresentation, negligence, or any other kind of tort, detrimental reliance, loss of consortium
to me or any member of my family, and/or promissory estoppel, or



(f) is in any way obligated for any reason to pay my damages, expenses, litigation costs
(including attorneys’ fees), bonuses, commissions, disability benefits, compensatory damages,
punitive damages, and/or interest, or to make any payments after my separation date in the nature
of a mortgage subsidy and related tax gross-up, related to any prior relocation,



but excluding the filing of any claims which I may make under state workers’ compensation or
unemployment laws, and/or claims which by law I cannot waive, including my rights to file a charge
with an administrative agency or participate in an agency investigation. However, I understand I
am waiving all rights to recover money in connection with any such charge or investigation. For
the purpose of giving a full and complete release, I understand and agree that this Agreement
includes all claims that I may have and that I do not now know or suspect to exist in my favor
against the Releasees, and that this Agreement extinguishes those claims.



2. Enforcement. If I pursue any claim that I have released and I do not prevail, I
agree (1) to pay the Releasee’s court costs, expenses and reasonable attorneys fees incurred in
defending against the claim or, at the Releasee’s option, (2) to repay the Releasees anything they
gave me for this Agreement, less $100. This enforcement provision does not apply to an ADEA claim.
This enforcement provision will not affect the validity of this Agreement and will not be deemed to
be a penalty or forfeiture.



3. Waiver As To Claims By Others. I further waive my right to any monetary recovery
should any other individual or federal, state, or local administrative agency pursue any claims on
my behalf arising out of or related to my employment with and/or separation from employment with
the Employer and/or any of the other Releasees.



4. Acknowledgment And Promise Not To Reapply. I acknowledge that I have not suffered
any on-the-job injury for which I have not already filed a claim. I also promise not to reapply
for or otherwise seek employment with the Employer.



5. Other Agreements Binding. I further acknowledge and agree that following my date
of termination of employment, I will remain bound by the Agreement Protecting Company Interests,
Restrictive Covenant Agreement or Non-Disclosure Agreement that I have executed, and that if I
breach the provisions of such Agreement Protecting Company Interests, Restrictive Covenant
Agreement or Non-Disclosure Agreement, then (a) the Employer will be entitled to apply for and
receive an injunction to restrain any such breach, (b) the Employer will not be obligated to
continue payment of the severance pay and availability of separation benefits, if any, to me, (c) I
will be obligated upon demand to repay to the Employer all but $100 of the severance pay and cost
of the separation benefits paid or made available, and (d) I will be obligated to pay to the
Employer its costs and expenses in enforcing the Agreement Protecting Company Interests,
Restrictive Covenant Agreement or Non-Disclosure Agreement that I executed (including court costs,
expenses and reasonable legal fees).



6. Time To Consider And Confer With Attorney. I acknowledge that I have been given at
least twenty-one (21) days to consider this Agreement thoroughly and that, by this Agreement, I
have been encouraged to consult with my personal attorney, if desired, before signing below. If I
sign and return this Agreement before the end of the 21-day period, I certify that my acceptance of
a shortened time period is knowing and voluntary, and that the Releasees did not — through fraud,
misrepresentation, a threat to withdraw or alter the offer before the 21-day period expires, or by
providing different terms to other employees who sign the release before such time expires —
improperly encourage me to sign.



7. Right To Revoke. I understand that I may revoke this Agreement within seven (7)
days after its signing and that any revocation must be made in writing and submitted within such
seven day period to the General Counsel, APAC Customer Services, Inc., 2201 Waukegan Road, Suite
300, Bannockburn, Illinois 60015. I further understand that if I revoke this Agreement, I will not
receive the severance pay. I understand that if I do not revoke the Agreement within the seven (7)
day period, it becomes irrevocable. Following the expiration of the revocation period and
provided that I have not revoked the executed Agreement, my entitlements under Section 4 of the
Amendment will be paid as set forth therein, less all applicable withholding taxes.



8. Consideration. I also understand that my agreement to enter into this Agreement
and the entitlements that I will receive under the Amendment in exchange for signing and not later
revoking this Agreement is in addition to anything of value to which I am already entitled.



9. Release Of Known And Unknown Claims. I FURTHER UNDERSTAND THAT THIS AGREEMENT
INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS TO DATE.



10. Cooperation After My Separation. I further agree that, subject to reimbursement
by the Employer of reasonable out-of-pocket costs and expenses, I will cooperate with the Releasees
and their attorneys with respect to any matter (including, but not limited to, litigation,
investigation or governmental proceeding) that relates to matters with which I was involved while I
was employed by the Employer. My required cooperation may include appearing from time to time at
the Employer’s offices or the Releasees’ attorneys’ offices for conferences and interviews, and in
general providing the Releasees and their attorneys with the full benefit of my knowledge with
respect to any such matter. I agree to cooperate in a timely fashion and at times that are
agreeable to all parties.



11. Confidentiality Of Agreement. I agree that the terms of this Agreement are
confidential and, to the extent not otherwise disclosed by the Company pursuant to applicable law,
that I will not disclose them to any person or entity, except to my immediate family, attorney,
financial advisor, or unless compelled to do so under subpoena or other judicial process.



12. Severability. I acknowledge and agree that if any provision of this Agreement is
found, held, or deemed by a court of competent jurisdiction to be void, unlawful or unenforceable
under any applicable statute or controlling law, the remainder of the Agreement will continue in
full force and effect. I further agree that if the General Release provided for in paragraph (1)
above is found, held, or deemed by a court of competent jurisdiction to be void, unlawful or
unenforceable under any applicable statute or controlling law, to execute, upon the request of any
of the Releasees, a General Release which is deemed valid and enforceable.



13. Binding Effect; Complete Agreement. This Agreement is binding on the parties,
their representatives, agents and assigns and as to me, my spouse, heirs, legatees, administrators,
and personal representatives. This Agreement is the exclusive and complete agreement between me
and the Employer relating to the subject matter of this Agreement. No amendment will be binding
unless in writing and signed by me and the Employer.



14. Governing Law. This Agreement is deemed made and entered into in the State of
Illinois, and in all respects will be interpreted, enforced and governed under applicable federal
law and in the event reference will be made to State law, the internal laws of the State of
Illinois. Any dispute under this Agreement will be adjudicated by a court of competent jurisdiction
in the State of Illinois.



15. Knowing And Voluntary Decision. I further acknowledge and agree that I have
carefully read and fully understand all of the provisions of this Agreement and that I knowingly,
voluntarily and in full settlement of all claims arising out of my employment or termination of
employment with the Employer, which existed in the past or currently exist, enter into this
Agreement by signing below.



	 	 	 
	EMPLOYEE	 	EMPLOYER
	(Signature of Employee)

(Date)
	 	APAC Customer Services, Inc.

Name:

	 	 	 

	 	 	Title:

	 	 	 

	 	 	(Date)