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PERSONAL AND
CONFIDENTIAL
September 6, 2005
Mr. George Hepburn
1969 Spruce Drive
Glenview, IL 60025
Dear George:
I am pleased to present this
offer of employment to join APAC Customer Service, Inc.
(“APAC”) as Senior Vice President and Chief Financial
Officer, reporting to me. The following terms will
apply:
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1.
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Your start date
will be September 19, 2005.
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2.
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Your starting
base salary will be $300,000 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.
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3.
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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.
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4.
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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).
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5.
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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 first day of your employment with the
Company, 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. A copy of our option agreement is provided for
your review.
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6.
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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 (a copy of which
is enclosed).
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7.
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As a condition
of employment, you will sign an Agreement Protecting Company
Interests, a copy of which is enclosed.
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8.
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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 Wai
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