Stock Option Agreement

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Exhibit 10.3

REGULAR GRANT

Agreement Number: «NUM»

APAC Customer Services, Inc.
Stock Option Agreement

        This Agreement is entered into and made effective as of «Option_Date» by and between APAC Customer Services, Inc., an Illinois corporation (the "Company"), and «First_Name» «Middle_Name» «Last_Name» (the "Optionee").

W I T N E S S E T H:

         WHEREAS, the Compensation Committee of the Board of Directors of the Company desires to encourage and enable the Optionee to acquire or increase his or her proprietary interest in the Company by granting the Optionee an option to purchase common stock of the Company, par value of $.01 per share ("Shares"), as authorized under the APAC Customer Services, Inc. 2005 Incentive Stock Plan (the "Plan");

         NOW, THEREFORE, in consideration of the premises and mutual covenants set forth in this Agreement, the Company and Optionee hereby agree as follows:

         1.      Grant of Option.     Subject to the terms and conditions provided in this Agreement and the Plan, the Company hereby grants to the Optionee a nonqualified stock option to purchase all or part of «Shares_Granted» Shares of the Company (the "Option") at a per share purchase price of «Option_Price», effective as of «Option_Date» (the "Grant Date"). The Option shall not be treated as an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986.

         2.      Time of Exercise.

        (a)   Except as provided below in this paragraph, from and after «Vest_Date_Period_1», as long as the Optionee continues to be an employee of the Company or of one of its subsidiaries, the Option shall become exercisable, to a maximum cumulative extent, in accordance with the following schedule:

Notwithstanding the foregoing, the Option may not be exercised for fractional Shares and the Option may not be exercised for less than 100 Shares at a time, unless it is for the balance of the Shares available under the Option.

The exercisability of the Option shall not be affected by leaves of absence approved in writing by the President of the Company or by any change of employment, so long as the Optionee continues to be an employee of the Company or of one of its subsidiaries.

        (b)   Notwithstanding paragraph 2(a), the following provisions shall govern:

          (i)   Disability or Death. If the Optionee's employment is terminated due to "Disability," (as such capitalized term is defined below in paragraph 4) or death, the Option shall become fully exercisable.

         (ii)   Retirement. If the Optionee's employment is terminated due to "Retirement" (as such capitalized term is defined below in paragraph 4), the exercisability of the Option shall

accelerate and the Option shall become exercisable, to a maximum cumulative extent, in accordance with the following schedule:

        (iii)   Change in Control. If a "Change in Control" (defined below in paragraph 4) occurs while the Optionee is employed with the Company or one of its subsidiaries, to the extent that the Option is then not exercisable, its exercisability shall accelerate as to fifty percent (50%) of the previously unexercisable portion, and the Option shall thereafter become additionally exercisable (if at all) to the extent it would have been exercisable without such acceleration.

        (iv)   Termination After Change in Control. If the Optionee's employment terminates for "Good Reason" (defined below in paragraph 4) or by the Company other than With Cause, on or within twelve (12) months following a Change in Control, the Option shall become exercisable with respect to all Shares covered by the Option.

         (v)   Other Terminations. The foregoing provisions of this Section 2(b) to the contrary notwithstanding, the Committee (as defined below in paragraph 11), in its sole discretion, may at any time cause all or part of Optionee's unexercisable Option to become exercisable upon a termination of Optionee's employment, with or without designating all or part of such exercisable portion of the Option as Restricted Shares.

         3.      Term of Option.     Except as provided below, the term of the Option shall be for a ten (10) year period, beginning on the Grant Date and ending on «Expiration_Date_Period_1» (the "Expiration Date").

        (a)    Termination With Cause. If the Company terminates the Optionee's employment With Cause, the Option shall expire immediately and all rights to purchase Shares hereunder shall cease.

        (b)    Disability or Death. If the Optionee's employment with the Company or one of its subsidiaries terminates due to the Optionee's Disability or death, the Option shall expire one (1) year after the date of such termination. In such circumstance, the Option shall only be exercisable to the extent it was exercisable as of such termination date (as determined above under paragraph 2) and shall not be exercisable with respect to any additional Shares.

        (c)    Other Termination. If the Optionee's employment with the Company or one of its subsidiaries terminates for any reason other than Disability, death, or With Cause, the Option shall expire 90 days after such termination. In such circumstance, the Option shall only be exercisable to the extent it was exercisable as of such termination date (as determined above under paragraph 2) and shall not be exercisable with respect to any additional Shares.

        Notwithstanding the foregoing provisions of this paragraph 3, in no event may the Option be exercised later than the Expiration Date.

         4.      Definitions. For purposes of this Agreement, the following definitions shall apply:

        (a)   A "Change in Control" shall be deemed to have occurred if (i) a tender offer shall be made and consummated for the ownership of more than 50% of the outstanding voting securities of the Company, (ii) the Company shall be merged or consolidated with another corporation and

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as a result of such merger or consolidation less than 50% of the outstanding voting securities of the surviving or resulting corporation shall be owned in the aggregate by the former shareholders of the Company, as the same shall have existed immediately prior to such merger or consolidation, (iii) the Company shall sell all or substantially all of its assets to another corporation which is not a wholly-owned subsidiary or affiliate, (iv) as the result of, or in connection with, any contested election for the Board of Directors, or any tender or exchange offer, merger or business combination or sale of assets, or any combination of the foregoing (a "Transaction"), the persons who were Directors of the Company before the Transaction shall cease to constitute a majority of the Board of Directors of the Company, or any successor thereto, or (v) a person, within the meaning of Section 3(a)(9) or of Section 13(d)(3) of the Securities and Exchange Act of 1934 ("Exchange Act"), other than any employee benefit plan then maintained by the Company, shall acquire more than 50% of the outstanding voting securities of the Company (whether directly, indirectly, beneficially or of record). For purposes hereof, ownership of voting securities shall take into account and shall include ownership as determined by applying the provisions of Rule 13d-3(d)(1)(i) pursuant to the Exchange Act. Notwithstanding the foregoing, (i) a Change in Control will not occur for purposes of this Agreement merely due to the death of Theodore G. Schwartz, or as a result of the acquisition, by Theodore G. Schwartz, alone or with one or more affiliates or associates, as defined in the Exchange Act, of securities of the Company, as part of a going-private transaction or otherwise, unless Mr. Schwartz or his affiliates, associates, family members or trusts for the benefit of family members (collectively, the "Schwartz Entities") do not control, directly or indirectly, at least twenty-seven percent (27%) of the resulting entity, and (ii) if the Schwartz Entities control, directly or indirectly, less than twenty-seven percent (27%) of the Company's voting securities while it is a public company, then "33 ¹ / 3 %" shall be substituted for "50%" in clauses (i) and (v) of the first sentence of this paragraph, and "66 ² / 3 %" shall be substituted for "50%" in clause (ii) of the first sentence of this paragraph.