INDEMNIFICATION
AGREEMENT
This Indemnification Agreement (the
“ Agreemen t”) is made and entered into as of
the day of
, 2009 by and among APAC
Customer Services, Inc., an Illinois corporation (the “
Company ”), on the one hand, and
(each an “
Indemnitee ”), on the other hand.
WHEREAS, The Company desires and has
requested the Indemnitee to serve or continue to serve as a
director of the Company free from undue concern for claims for
damages arising out of or related to such services to the
Company.
WHEREAS, in order to provide
increased certainty to the Indemnitee 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
Indemnitee and advance expenses to the Indemnitee as provided
herein; and
WHEREAS, the Indemnitee is 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, omission or
inaction by the 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, arising out of or in connection with the
fact that the Indemnitee is or was a director of the Company, or by
reason of any acts or omissions by the Indemnitee in any such
capacity.
(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 the
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 the 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 the 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 the 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 the 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 the 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
