EX-10.1






INDEMNIFICATION AGREEMENT




This Agreement (this “Agreement”) is made and entered into as of the
18th day of February, 2009 by and among APAC Customer Services, Inc., an
Illinois corporation (the “Company”), on the one hand, and each of Cindy K. Andreotti, John
C. Kraft, Bhaskar Menon, John J. Park, Samuel K. Skinner and John L. Workman (collectively, the
“Indemnitees”), on the other hand.



WHEREAS, there has been presented to the Board of Directors (the “Board”) of the
Company a proposal (the “Tresar Proposal”) whereby Tresar Holdings LLC (“Tresar”)
would acquire all of the outstanding shares of common stock of the Company other than those owned
by Theodore G. Schwartz, the Company’s founder and current Chairman of the Board, and certain
related holders (such proposed transaction, collectively with any other proposed transaction to
acquire all or a substantial portion of the stock or assets of the Company, or to engage in a
merger, combination or other similar transaction involving the Company, whether by or with Tresar
or any other person or entity, including such a transaction proposed following execution of a
definitive agreement with Tresar concerning a transaction, a “Transaction”);



WHEREAS, in response to the Tresar Proposal, the Board has formed a special committee of the
Board (the “Special Committee”) consisting of Ms. Andreotti, Mr. Kraft, Mr.
Menon, Mr. Park and Mr. Workman to review and evaluate the Tresar Proposal and any
alternative proposals that may be received from other parties (“Other Proposals”);



WHEREAS, Mr. Skinner, as an independent member of the Board, may be involved in reviewing and
evaluating the Tresar Proposal and any Other Proposals;



WHEREAS, the Board believes that in order for the members of the Special Committee and Mr.
Skinner to be able to appropriately evaluate and respond to the Tresar Proposal and any Other
Proposals and, if appropriate, negotiate a Transaction in the best interests of the Company and its
stockholders (or any subset of the stockholders of the Company that the Special Committee
determines to be appropriate) such individuals need adequate protection against inordinate risks of
claims and actions against them arising out of their service to and activities on behalf of the
Company and its stockholders in such capacity;



WHEREAS, in order to provide increased certainty to the Indemnitees of substantial protection
against personal liability, the Board has determined that it is reasonable, prudent and in the best
interests of the Company for the Company to obligate itself contractually to indemnify the
Indemnitees and advance expenses to the Indemnitees as provided herein; and



WHEREAS, the Indemnitees are willing to continue to serve the Company on the condition that
they receive the rights and benefits set forth in this Agreement.



NOW, THEREFORE, in consideration of the premises and the covenants contained herein and for
certain good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:



SECTION 1. DEFINITIONS. For purposes of this Agreement:



(a) “Act” means the Illinois Business Corporation Act of 1983, as amended from time to
time.



(b) “Expenses” means attorneys’ fees and all other costs, retainers, filing fees,
court costs, transcript costs, fees of experts, consultants, witness fees, travel expenses,
duplicating costs, excise taxes, printing and binding costs, telephone charges, postage, delivery
service fees, disbursements and expenses of any nature whatsoever paid or incurred in connection
with prosecuting, defending, preparing to prosecute or defend, investigating, or being or preparing
to be a witness in a Proceeding.



(c) “Indemnified Matters” means, collectively, any action or inaction by any
Indemnitee (whether occurring before or after the execution of this Agreement), or any other event
or circumstance (whether occurring before or after the execution of this Agreement), relating to or
arising out of or in connection with (i) the activities or responsibilities of the Board in
connection with the Tresar Proposal, any Other Proposal or any Transaction or (ii) the activities
or responsibilities of the Special Committee.



(d) “Proceeding” includes any claim, action, suit, arbitration, alternate dispute
resolution mechanism, investigation, administrative hearing or any other proceeding whether civil,
criminal, administrative or investigative including any appeals.



SECTION 2. INDEMNIFICATION — GENERAL. The Company shall indemnify and advance Expenses to
each Indemnitee as provided in this Agreement to the fullest extent permitted by applicable law in
effect on the date hereof and to such greater extent as applicable law may hereafter from time to
time permit.



SECTION 3. PROCEEDINGS OTHER THAN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company
shall indemnify each Indemnitee in the event that such Indemnitee was or is a party or is
threatened to be made a party to any threatened, pending or completed Proceeding (other than a
Proceeding by or in the right of the Company) relating to or arising out of or in connection with
any Indemnified Matter, against Expenses, judgments, fines and amounts paid in settlement actually
incurred by such Indemnitee or on such Indemnitee’s behalf in connection with such Proceeding or
any claim, issue or matter therein, if such Indemnitee acted in good faith and in a manner such
Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and,
with respect to any criminal Proceeding, had no reasonable cause to believe that such Indemnitee’s
conduct was unlawful.



SECTION 4. PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company shall indemnify each
Indemnitee in the event that such Indemnitee was or is a party or is threatened to be made a party
to any threatened, pending or completed Proceeding by or in the right of the Company to procure a
judgment in its favor relating to or arising out of or in connection with any Indemnified Matter,
against Expenses actually incurred by such Indemnitee or on such Indemnitee’s behalf in connection
with the defense or settlement of such Proceeding if such Indemnitee acted in good faith and in a
manner such Indemnitee reasonably believed to be in or not opposed to the best interests of the
Company. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in
respect of any claim, issue or matter as to which such Indemnitee shall have been finally adjudged
to be liable to the Company unless and only to the extent that the court in which such Proceeding
was brought shall determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such Indemnitee is fairly and reasonably entitled to
indemnity for such Expenses which the court shall deem proper.



SECTION 5. PARTIAL INDEMNIFICATION. If any Indemnitee is entitled under any provision of
this Agreement to indemnification by the Company for some or a portion of the Expenses, judgments,
fines and amounts paid in settlement in connection with a Proceeding but not, however, for the
total amount thereof, the Company shall nevertheless indemnify such Indemnitee for the portion
thereof to which such Indemnitee is entitled. Moreover, notwithstanding any other provision of
this Agreement, to the extent that any Indemnitee has been successful on the merits or otherwise in
any Proceeding referred to in Section 3 or Section 4 hereof, or in defense of any claim, issue or
matter therein, such Indemnitee shall be indemnified against all Expenses actually incurred by such
Indemnitee or on such Indemnitee’s behalf in connection therewith.



SECTION 6. ADVANCEMENT OF EXPENSES. The Company shall advance all reasonable Expenses
incurred by or on behalf of any Indemnitee in connection with any Proceeding referred to in Section
3 or Section 4 hereof within twenty (20) days after the receipt by the Company of a written
statement or statements from such Indemnitee requesting such advance or advances from time to time
(an “Advancement Request”), whether prior to or after final disposition of such Proceeding.
Such statement or statements shall reasonably evidence the Expenses incurred by such Indemnitee
and shall include or be preceded or accompanied by an undertaking by or on behalf of such
Indemnitee to repay all Expenses advanced if it shall ultimately be determined that such Indemnitee
is not entitled to be indemnified by the Company against such Expenses.



SECTION 7. REQUEST FOR INDEMNIFICATION.



(a) To obtain indemnification under this Agreement, an Indemnitee shall submit to the Company
a written request (an “Indemnification Request”), including therein or therewith such
documentation and information as is reasonably available to such Indemnitee and reasonably
necessary to determine whether and to what extent such Indemnitee is entitled to indemnification.
The Secretary of the Company shall, promptly upon receipt of such a request for indemnification,
advise the Board in writing that such Indemnitee has requested indemnification.



(b) If an Indemnitee submits an Indemnification Request in accordance with Section 7(a) hereof
or an Advancement Request in accordance with Section 6 hereof and (i) a determination is made that
such Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of
Expenses is not timely made to such Indemnitee pursuant to Section 6 hereof, (iii) a determination
of entitlement to indemnification shall not have been made by the Company and delivered in writing
to such Indemnitee within thirty (30) days after receipt by the Company of such Indemnification
Request or (iv) payment of indemnification is not made within forty five (45) days after receipt by
the Company of such Indemnification Request, such Indemnitee shall be entitled to an adjudication
in an appropriate court of the State of Illinois, or in any other court of competent jurisdiction,
determining whether such Indemnitee is entitled to such indemnification or advancement of Expenses.



(c) In the event that a determination shall have been made that an Indemnitee is not entitled
to indemnification under this Agreement, any judicial proceeding commenced pursuant to this Section
7 shall be conducted in all respects as a de novo trial and no Indemnitee shall be prejudiced by
reason of that adverse determination. In any judicial proceeding commenced pursuant to this
Section 7 the Company shall have the burden of proving that on the merits that such Indemnitee is
not entitled to indemnification or advancement of Expenses, as the case may be.



(d) In the event that an Indemnitee, pursuant to this Section 7, seeks a judicial adjudication
of to enforce such Indemnitee’s rights under, or to recover damages for breach of, this Agreement,
such Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the
Company against, any and all expenses (of the types described in the definition of Expenses in
Section 1 hereof) actually incurred by such Indemnitee in connection with such judicial
adjudication, but only if such Indemnitee prevails therein. If it shall be determined in such
judicial adjudication that such Indemnitee is entitled to receive part but not all of the
indemnification or advancement of expenses sought, the expenses incurred by such Indemnitee in
connection with such judicial adjudication shall be appropriately prorated.



SECTION 8. PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.



(a) In making a determination with respect to entitlement to indemnification hereunder, the
person or persons or entity making such determination shall presume that each Indemnitee is
entitled to indemnification under this Agreement if such Indemnitee has submitted a request for
indemnification in accordance with Section 7(a) hereof, and the Company shall have the burden of
proof to overcome that presumption in connection with the making by any persons of any
determination contrary to that presumption.



(b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that any Indemnitee did not act in good faith and in a manner which
such Indemnitee reasonably believed to be in or not opposed to the best interests of the Company
and, with respect to any criminal Proceeding, that any Indemnitee had reasonable cause to believe
that such Indemnitee’s conduct was unlawful.



SECTION 9. NON-EXCLUSIVITY; SURVIVAL OF RIGHTS. The rights of indemnification and to receive
advancement of Expenses as provided by this Agreement shall not be deemed exclusive of the rights
of any Indemnitee under the Company’s Bylaws (as may be amended from time to time) or any other
rights to which any Indemnitee may at any time be entitled under applicable law, the Articles of
Incorporation of the Company, any agreement, any policy of insurance, a vote of stockholders or a
resolution of directors, or otherwise. No amendment, alteration or termination of this Agreement
or any provision hereof shall be effective as to any Indemnitee with respect to any action taken or
omitted by such Indemnitee, or any other event occurring or circumstance arising, prior to such
amendment, alteration or termination.



SECTION 10. DURATION OF AGREEMENT. This Agreement shall continue in effect



and shall survive the termination of any Indemnitee’s membership on the Board. This Agreement
shall be binding upon the Company and its successors and assigns (including any direct or indirect
successor by purchase, merger, consolidation or otherwise to all or substantially all of the
business and/or assets of the Company) and shall inure to the benefit of each Indemnitee and such
Indemnitee’s heirs, executors, administrators and personal and legal representatives.



SECTION 11. SEVERABILITY. If any provision (including any provision within a single section,
paragraph or sentence) of this Agreement shall be held invalid, illegal or unenforceable, the
validity, legality or enforceability of the other provisions hereof shall not be affected thereby,
and there shall be deemed substituted for the provision at issue a valid, legal and enforceable
provision as similar as possible to the provision at issue.



SECTION 12. IDENTICAL COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original but all of which
together shall constitute one and the same Agreement. Only one such counterpart signed by the
party against whom enforcement is sought needs to be produced to evidence the existence of this
Agreement.



SECTION 13. MODIFICATION AND WAIVER. No supplement, modification or amendment of this
Agreement shall be binding against any particular party hereto unless executed in writing by such
party. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a
waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a
continuing waiver.



SECTION 14. GOVERNING LAW. This Agreement shall be governed by, and construed and enforced
in accordance with, the laws of the State of Illinois without giving effect to the principles of
conflicts of laws.



SECTION 15. HEADINGS. The headings of the paragraphs of this Agreement are inserted for
convenience only and shall not be deemed to constitute part of this Agreement or to affect the
construction thereof.



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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of



the day and year first above written.



APAC CUSTOMER SERVICES, INC.



By: /s/ Michael P. Marrow

Name: Michael P. Marrow

Its: President and CEO




INDEMNITEES



/s/ Cindy K. Andreotti


Cindy K. Andreotti



/s/ John C. Kraft


John C. Kraft



/s/ Bhaskar Menon


Bhaskar Menon



/s/ John J. Park


John J. Park



/s/ Samuel K. Skinner


Samuel K. Skinner



/s/ John L. Workman


John L. Workman




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