SEPARATION AND GENERAL RELEASE AGREEMENT

EXHIBIT 10.9

SEPARATION AND GENERAL RELEASE AGREEMENT

This SEPARATION AND GENERAL RELEASE AGREEMENT (the “Agreement”), executed this 2^nd day of May, 2001, is entered into by and between APAC Customer Services, Inc., an Illinois corporation (the “Company”), and Xxxxx X. Xxxxx (“Executive”).

W I T N E S S E T H

WHEREAS, Executive has been employed as Chief Executive Officer and President of the Company and has served as a member of the Board of Directors of the Company (the “Board”) pursuant to the terms and conditions set forth in that certain Employment Agreement, made effective as of 11:59 p.m. September 21, 1999, by and between Executive and the Company, as amended by that certain Amendment, dated January 31, 2001, by and between the Company and Executive (together, the “Employment Agreement”), which Employment Agreement incorporates by reference the Restrictive Covenant Agreement made as of September 21, 1999 by and between the Company and Executive (the “Restrictive Covenant Agreement”);

WHEREAS, Executive has decided to resign from his positions as Chief Executive Officer and President of the Company and as a member of the Board; and

WHEREAS, the Company has agreed to accept such resignation.

NOW, THEREFORE, in consideration of the mutual agreements and understandings set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

Section 1. TERMINATION OF SERVICE; BENEFITS.

(a) Resignation of Employment. Effective as of May 1, 2001 (the “Separation Date”), Executive hereby resigns his employment with the Company, including his positions as Director, Chief Executive Officer and President of the Company, and resigns as director, officer and trustee of each of the Company’s subsidiaries and affiliates of which he holds any such positions, and shall no longer serve in any of these capacities.

(b) Payments and Benefits. The Company shall provide Executive with the payments and benefits set forth in this subsection (b).

(i) Severance Payments. The Company shall make periodic payments to Executive at a rate of $393,750 per annum (equal to 75% of Executive’s annual base salary as of the date hereof) for a period of twenty-four (24) months (the “Severance Payments”), payable according to the customary payroll practices of the Company, but in no event less frequently than once each month. Notwithstanding the foregoing, the Company shall pay to Executive, in accordance with its customary payroll practices (but not later than May 4, 2001) and to the extent not previously paid, Executive’s base salary accrued through the Separation Date (“Accrued Base Salary”), and such payment or payments of Accrued Base Salary shall not reduce or offset the Company’s obligation to make the Severance Payments. If a Change in Control (as defined below) occurs after the Separation Date, the Company shall use its best efforts to pay the remaining Severance Payments due to Executive under this paragraph (i) in a lump sum as soon as practicable and, if reasonably feasible, before consummation of the Change in Control, but in any event not later than within thirty (30) days after the Change in Control. For purposes of this paragraph (i), a “Change in Control” shall be deemed to have occurred if (A) a tender offer shall be made and consummated for the ownership of more than 50% of the outstanding voting securities of the Company, (B) the Company shall be merged or consolidated with another corporation and 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, (C) the Company shall sell all or substantially all of its assets to another corporation which is not a wholly-owned subsidiary or affiliate, (D) as the result of, or in connection with, any contested election for the Board, 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 or the board of directors of any successor to the Company or (E) a person, within the meaning of Section 3(a)(9) or of Section 13(d)(3) (as in effect on the date hereof) 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) (as in effect on the date hereof) pursuant to the Exchange Act. Notwithstanding the foregoing, (x) a Change in Control will not occur for purposes of this Agreement merely due to the death of Xxxxxxxx X. Xxxxxxxx, or as a result of the acquisition by Xxxxxxxx X. Xxxxxxxx, 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 Xx. Xxxxxxxx or his affiliates, associates, family members or trusts for the benefit of family members (collectively, the “Xxxxxxxx Entities”) do not control, directly or indirectly, at least twenty-seven percent (27%) of the resulting entity, and (y) if the Xxxxxxxx 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 (A), (B) and (E) of this paragraph (i).

(ii) Stock Options. Executive acknowledges and agrees that (A) as of the Separation Date, the option granted to him pursuant to the Nonqualified Stock Option Agreement number 99-00004763, dated as of September 21, 1999, shall be exercisable in accordance with its terms relating to a termination of employment by the Company without cause as to a total of 40,000 common shares of the Company, (B) as of the Separation Date, the option granted to him pursuant to the Nonqualified Stock Option Agreement number 99-00004764, dated as of September 21, 1999, shall be exercisable in accordance with its terms relating to a termination of employment by the Company without cause as to a total of 400,000 common shares of the Company and (C) as of the Separation Date, such options and such option agreements shall otherwise expire and be of no further force or effect.

(iii) Health Insurance. Subject to Executive electing continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Executive shall be entitled to payment, when due, by the Company of any premiums for continued Company health care coverage under COBRA until such date as Executive is no longer

eligible therefor. Executive acknowledges that his resignation hereunder shall constitute a “qualifying event” for purposes of determining his rights under COBRA, and that the continuation of health benefits hereunder shall be credited against the Company’s obligations to Executive under COBRA.

(iv) Other Benefits. Executive shall receive payment for 11.3 days of accrued but unused vacation no later than May 4, 2001 and shall otherwise receive his accrued benefits under the terms of the plans, policies and procedures of the Company; provided that Executive shall not be entitled to receive any bonus for 2001, including, without limitation, any Annual Incentive Bonus for 2001 under the Company’s Incentive Bonus Plan; provided further that nothing in this Agreement shall be deemed to constitute a waiver by Executive of Executive’s rights, as of the Separation Date, under the terms of the plans, policies and procedures of the Company, to convert Executive’s participation in a Company group benefit plan to an individual policy, participation in and payment for which individual policy is solely at the expense of Executive.

(v) References. The Company agrees to provide, upon request, an employment reference for Executive, indicating that the dates on which he was employed as Chief Executive Officer and President of the Company and was a member of the Board of Directors. The Company agrees to inform anyone requesting a reference that Executive resigned on May 2, 2001. The Company also agrees to indicate, to anyone who requests a reference, that there were no negative issues with regard to Executive’s performance. The Company also agrees to describe Executive’s performance consistent with the press release dated May 2, 2001 regarding this issue.

Section 2. MUTUAL RELEASE.

(a) Executive’s Release.

(i) Executive hereby knowingly and voluntarily RELEASES, INDEMNIFIES, AND FOREVER DISCHARGES the Company and the Company’s subsidiaries and affiliates, together with all of their respective past and present directors, managers, officers, partners, employees and attorneys, and each of their predecessors, successors and assigns, and any of the foregoing in their capacity as a shareholder or

agent of the Company or its subsidiaries or affiliates (collectively, “Releasees”) from any and all claims, charges, complaints, promises, agreements, controversies, liens, demands, causes of action, obligations, attorney’s fees, damages and liabilities of any nature whatsoever, known or unknown, suspected or unsuspected, which Executive or his executors, administrators, successors or assigns ever had, now have, or may hereafter claim to have against any of the Releasees by reason of any matter, cause or thing whatsoever, whether or not previously asserted before any state or federal court or before any state or federal agency or governmental entity, even if such act or omission is found to have been an INTENTIONAL ACT OR OMISSION, OR A NEGLIGENT ACT OR OMISSION by the Releasees, from the beginning of time to the Separation Date (the “Executive’s Release”); provided that nothing herein shall be deemed to release any of Executive’s right to enforce this Agreement.

(ii) The Executive’s Release includes, without limitation, any rights or claims arising out of or relating in any way to Executive’s employment by or separation from the Company or otherwise relating to any of the Releasees, or arising under any state or federal statute or regulation including the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, the Rehabilitation Act of 1973, the Employee Retirement Income Security Act of 1974, and the Family Medical Leave Act of 1993, the Fair Labor Standards Act, the Worker Adjustment and Retraining Notification Act of 1988, the Illinois Human Rights Act, each as amended, or any other federal, state or local law, regulation, ordinance or common law (including, without limitation, claims based on breach of contract, tort, fraud or fraudulent inducement), or under any policy, agreement, understanding or promise, whether written or oral, formal or informal, between any of the Releasees and Executive.

(b) Except as provided below, the Company, on its behalf and that of its subsidiaries and affiliates and their officers and directors, agents, employees, successors and assigns (solely in their capacity as officers or directors of the Company or its subsidiaries or affiliates) hereby knowingly and voluntarily releases and forever discharges Executive and his heirs, beneficiaries or assigns (the “Executive Released Parties”) from any and all claims, charges, complaints, promises, agreements, controversies, liens, demands, causes of action, obligations, damages and liabilities of any nature whatsoever that it had, now has, or may hereafter claim to have against the

Executive Released Parties arising out of or relating in any way to Executive’s employment by or separation from the Company or its subsidiaries or affiliates, whether or not previously asserted before any state or federal court or before any state, federal or regulatory agency or governmental entity, from the beginning of time to the Effective Date; provided, that, nothing herein shall be deemed to release any of the Company’s rights under this Agreement or the Restrictive Covenant Agreement; provided further that this subsection (b) shall not be effective unless and until Executive has granted the Company an irrevocable waiver of claims under the Age Discrimination in Employment Act of 1967, as amended.

Section 3. REPRESENTATIONS.

(a) Executive represents and warrants that, to the knowledge of Executive, there is no reasonable basis for any third party to assert any claim against the Releasees acting in their capacities under any federal, state or local law, including a breach of any applicable duty under common law. Executive further represents and warrants that, to the knowledge of Executive, there are no claims, actions, suits, investigations or proceedings threatened against the Releasees under any federal, state or local law, including a breach of any applicable duty under common law. Executive further represents and warrants that there is no reasonable basis for the Company or its subsidiaries or affiliates to assert any claim against Executive for violation of any federal, state, or local law, or breach of any applicable duty under common law.

(b) Executive represents that the Company has advised him to consult with an attorney of his choosing prior to signing this Agreement. Executive represents that he understands and agrees that he has the right to have this Agreement and, specifically, Executive’s Release, reviewed by an attorney of Executive’s choice and that he has in fact reviewed this Agreement and, specifically, Executive’s Release, with an attorney of his choice. Executive further represents that he read and understood each and every provision in this Agreement and that he had the opportunity to consult with an attorney of his choice regarding the effect of each and every provision of this Agreement.

(d) Executive represents that he understands and agrees that the Company is under no obligation to offer him this Agreement, that Executive is under no obligation to consent to Executive’s Release, and that Executive has entered into this Agreement freely and voluntarily with complete understanding of all relevant facts, and that this Agreement and Executive’s Release are fair, adequate and reasonable.

Section 4. RESTRICTIVE COVENANT AGREEMENT. Executive acknowledges and agrees that the Restrictive Covenant Agreement, a copy of which is appended to this Agreement as Attachment I, remains in effect between the Company and Executive and is hereby made a part hereof and incorporated herein in its entirety by reference.

Section 5. COOPERATION. Executive agrees that he will fully cooperate in any claims, litigation or other legal actions in which the Company or its subsidiaries or affiliates may become involved. Such cooperation shall include Executive making himself available, upon the request of the Company and at the Company’s expense, for depositions, court appearances and interviews by Company’s counsel. To the maximum extent permitted by law, Executive agrees that he will notify the Board, in care of the Chairman of the Compensation Committee of the Board, if he is contacted by any government agency or any other person contemplating or maintaining any claim or legal action against the Company or its subsidiaries or affiliates or by any agent or attorney of such person.

Section 6. NOTICE. For purposes of this Agreement and the Restrictive Covenant Agreement, notices and all other communications provided for in this Agreement or the Restrictive Covenant Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or mailed by United States registered mail, return receipt requested, postage prepaid as follows:

If to the Company:

APAC Customer Services, Inc.

Xxx Xxxxxxx Xxxxx Xxxxxx, Xxxxx 000

Xxxxxxxxx, Xxxxxxxx 00000

Attn: Chairman

with a copy to:

Skadden, Arps, Slate, Xxxxxxx & Xxxx (Illinois)

000 Xxxx Xxxxxx Xxxxx

Xxxxxxx, Xxxxxxxx 00000

Attn: Xxxxxxx X. Xxxxxxx, Xx.

If to Executive:

Executive’s home address as reflected on the Company’s

records, with a copy to:

XxXxxxxxx, Will & Xxxxx

000 Xxxx Xxxxxx Xxxxxx

Xxxxxxx, Xxxxxxxx 00000

Attn: Xxxxxxx X. Xxxxxx, Esq.

or such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

Section 7. MISCELLANEOUS.

(a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois without regard to its conflicts of law principles. Executive hereby consents to the jurisdiction of the state and federal courts in Illinois in the event that any disputes arise under this Agreement.

(b) Headings. The section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

(c) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(d) Termination of Employment Agreement. Executive agrees and acknowledges that, on and after the Separation Date, he has no further rights under the Employment Agreement or any other agreement relating to the terms and conditions of his employment.

(e) Modification; Waiver or Discharge. This Agreement is entered into between the Company and Executive for the benefit of each of the Company (including its subsidiaries and affiliates) and Executive. No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by

Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

(f) Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect.

(g) Successors; Third-Party Beneficiaries. This Agreement shall be binding upon and shall inure to the benefit of each of the parties hereto, and their respective heirs, legatees, executors, administrators, legal representatives, successors and assigns; provided that the provisions of Section 2(a) hereof are intended to be for the benefit of, and shall be enforceable by, each Releasee and his, her or its heirs, legatees, executors, administrators, legal representatives, successors and assigns; and provided further that the provisions of Section 2(b) hereof are intended to be for the benefit of, and shall be enforceable by, each Executive Released Party and his, her or its heirs, beneficiaries and assigns. Except as set forth in the immediately preceding sentence, this Agreement is solely for the benefit of Executive and the Company and shall not inure to the benefit of any third party.

(h) Withholding. All payments made by the Company to Executive pursuant to Section 1(b) of this Agreement shall be reduced by all federal, state, city or other taxes that are required to be withheld pursuant to any law or governmental regulation. Executive agrees that he is fully and solely responsible for any and all other income tax or withholding liability, if any, and all other taxes that may attach to all amounts paid to him under this Agreement. Executive agrees to DEFEND, INDEMNIFY, AND HOLD FOREVER HARMLESS Releasees against any and all claims, demands, disputes, costs, or expenses of whatever kind or character, including but not limited to taxes, interest, and penalties that may result from any of the payments to him hereunder.

(i) No Assignments. Executive represents and warrants that he has not assigned, pledged, encumbered, or otherwise in any manner whatsoever sold or transferred, either by instrument in writing or otherwise, any right, claim, cause of action, title, interest, lien, or security interest released herein or relating in any way to the claims that were or could have been asserted by Executive against the Releasees.

Section 8. ENTIRE AGREEMENT. This Agreement and the Restrictive Covenant Agreement constitutes the entire understanding among the parties and may not be modified without the express written consent of the parties. This Agreement and the Restrictive Covenant Agreement supersede any and all prior agreements, understandings and negotiations regarding the subject matter hereof, both written and oral, between the parties hereto.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

		APAC CUSTOMER SERVICES, INC.

		By:	/s/ Xxxxx X. Xxxxx
			Name:	XXXXX X. XXXXX
			Title:	SENIOR VICE PRESIDENT


STATE OF ILLINOIS	§
	§
COUNTY OF LAKE	§

BEFORE ME, the undersigned authority, on this day personally appeared Xxxxx X. Xxxxx, who being by me first duly sworn, stated on his oath that he has read the above and foregoing Separation and General Release Agreement, that he is fully competent and authorized to execute the same on behalf of himself, that he understands the same, and that he executed the Separation and General Release Agreement for the purposes and consideration therein expressed.

SUBSCRIBED AND SWORN to before me on this 3^rd day of May, 2001.

	/s/ Xxxxxx Xxx Xxxxxx
	Notary Public

[SEAL OF NOTARY PUBLIC]	/s/ Xxxxx X. Xxxxx
	Xxxxx X. Xxxxx

ADEA RELEASE AGREEMENT

This ADEA RELEASE AGREEMENT (the “Agreement”), executed this 2^nd day of May, 2001, is entered into by and between APAC Customer Services, Inc., an Illinois corporation (the “Company”), and Xxxxx X. Xxxxx (“Executive”).

W I T N E S S E T H

WHEREAS, Executive was employed as Chief Executive Officer and President of the Company and served as a member of the Board of Directors of the Company (the “Board”) pursuant to the terms and conditions set forth in that certain Employment Agreement, made effective as of 11:59 p.m. September 21, 1999, by and between Executive and the Company, as amended by that certain Amendment, dated January 31, 2001, by and between the Company and Executive (together, the “Employment Agreement”), which Employment Agreement incorporated by reference the Restrictive Covenant Agreement made as of September 21, 1999 by and between the Company and Executive (the “Restrictive Covenant Agreement”);

WHEREAS, Executive has resigned from his positions as Chief Executive Officer and President of the Company and as a member of the Board and from all offices Executive held with subsidiaries and affiliates of the Company;

WHEREAS, Executive and the Company have entered into a Separation and General Release Agreement, dated May 2, 2001 (the “Separation Agreement”), that addresses certain matters relating to termination of the employment relationship between Executive and the Company;

WHEREAS, in connection with Executive’s resignation, the parties hereto desire to resolve fully and finally all matters relating to the termination of the employment relationship between Executive and the Company.

Section 1. PAYMENTS. In consideration of the release by Executive set forth in Section 2(a), the Company shall make periodic payments to Executive at a rate of $131,250 per annum (equal to 25% of Executive’s annual base salary as of the date of the Separation Agreement) beginning on the eighth (8th) calendar day after the date this Agreement is signed by Executive and delivered to the Company (the “Effective Date”), payable according to the customary payroll

practices of the Company, but in no event less frequently than once each month. If a Change in Control (as defined below) occurs after the Effective Date, the Company shall use its best efforts to pay the remaining payments due to Executive under this Section 1 in a lump sum as soon as practicable and, if reasonably feasible, before consummation of the Change in Control, but in any event not later than within thirty (30) days after the Change in Control. For purposes of this Section 1, a “Change in Control” shall be deemed to have occurred if (A) a tender offer shall be made and consummated for the ownership of more than 50% of the outstanding voting securities of the Company, (B) the Company shall be merged or consolidated with another corporation and 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, (C) the Company shall sell all or substantially all of its assets to another corporation which is not a wholly-owned subsidiary or affiliate, (D) as the result of, or in connection with, any contested election for the Board, 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 or the board of directors of any successor to the Company or (E) a person, within the meaning of Section 3(a)(9) or of Section 13(d)(3) (as in effect on the date hereof) 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) (as in effect on the date hereof) pursuant to the Exchange Act. Notwithstanding the foregoing, (x) a Change in Control will not occur for purposes of this Agreement merely due to the death of Xxxxxxxx X. Xxxxxxxx, or as a result of the acquisition by Xxxxxxxx X. Xxxxxxxx, 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 Xx. Xxxxxxxx or his affiliates, associates, family members or trusts for the benefit of family members (collectively, the “Xxxxxxxx Entities”) do not control, directly or indirectly, at least twenty-seven percent (27%) of the resulting entity, and (y) if the Xxxxxxxx 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 (A), (B) and (E) of this Section 1.

Section 2. MUTUAL RELEASE.

(a) ADEA Release. Executive hereby knowingly and voluntarily RELEASES, INDEMNIFIES, AND FOREVER DISCHARGES the Company and the Company’s subsidiaries and affiliates, together with all of their respective past and present directors, managers, officers, partners, employees and attorneys, and each of their predecessors, successors and assigns, and any of the foregoing in their capacity as a shareholder or agent of the Company or its subsidiaries or affiliates (collectively, “Releasees”) from any and all claims arising under the Age Discrimination in Employment Act of 1967, as amended, which Executive or his heirs, legatees, executors, administrators, successors or assigns ever had, now have, or may hereafter claim to have against any of the Releasees by reason of any matter, cause or thing whatsoever, whether or not previously asserted before any state or federal court or before any state or federal agency or governmental entity, from the beginning of time to the Effective Date (the “Executive’s Release”).

(b) Release by the Company. Except as provided below, the Company, on its behalf and that of its subsidiaries and affiliates and their officers and directors, agents, employees, successors and assigns (solely in their capacity as officers or directors of the Company or its subsidiaries or affiliates) hereby knowingly and voluntarily releases and forever discharges Executive and his heirs, beneficiaries or assigns (the “Executive Released Parties”) from any and all claims, charges, complaints, promises, agreements, controversies, liens, demands, causes of action, obligations, damages and liabilities of any nature whatsoever that it had, now has, or may hereafter claim to have against the Executive Released Parties arising out of or relating in any way to Executive’s employment by or separation from the Company or its subsidiaries or affiliates, whether or not previously asserted before any state or federal court or before any state, federal or regulatory agency or governmental entity, from the beginning of time to the Effective Date; provided, that, nothing herein shall be deemed to release any of the Company’s rights under this Agreement, the Restrictive Covenant Agreement or the Separation Agreement.

Section 3. REPRESENTATIONS.

basis for the Company or its subsidiaries or affiliates to assert any claim against Executive for violation of any federal, state, or local law, or breach of any applicable duty under common law.

(c) Executive acknowledges that the Company is not entering into this Agreement because it believes that Executive has any cognizable legal claim against the Releasees. Executive acknowledges and agrees that the purpose of this agreement is to provide him with further assistance in the transition of his employment status, while at the same time protecting the Releasees from the expense and disruption which are often incurred in defending against even a groundless lawsuit. If Executive elects not to sign or revokes this Agreement, the fact that this Agreement was offered in the first place will not be understood as an indication that the Releasees believed Executive was treated unlawfully or unfairly in any respect.

Section 4. REVIEW AND REVOCATION PERIOD. Executive hereby acknowledges that he has twenty-one (21) calendar days after receipt of this Agreement to consider whether to sign it (although Executive may choose voluntarily to sign and deliver this Agreement sooner), and that he has been advised by the Company that he may consult with an attorney of his choice prior to signing and returning this Agreement. Executive further acknowledges that he may change his mind and revoke this Agreement at any time during the seven (7) calendar days immediately after he signs the Agreement, in which case none of the provisions of this Agreement will have any effect. Executive acknowledges and agrees that if he wishes to revoke this Agreement within the seven (7)-day revocation period, he must do so by delivering written notification addressed to the Chairman of the

Compensation Committee of the Board, APAC Customer Services, Inc., Xxx Xxxxxxx Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000, and that such revocation must be signed by Executive and received by the Company no later than 5:00 p.m. central time on the seventh (7th) calendar day after Executive has signed this Agreement. Executive acknowledges and agrees that, in the event he revokes this Agreement, he shall have no right to receive any of the benefits hereunder.

Section 5. NOTICE. For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or mailed by United States registered mail, return receipt requested, postage prepaid as follows:

If to the Company:

APAC Customer Services, Inc.

Xxx Xxxxxxx Xxxxx Xxxxxx, Xxxxx 000

Xxxxxxxxx, Xxxxxxxx 00000

Attn: Chairman

with a copy to:

Skadden, Arps, Slate, Xxxxxxx & Xxxx (Illinois)

000 Xxxx Xxxxxx Xxxxx

Xxxxxxx, Xxxxxxxx 00000

Attn: Xxxxxxx X. Xxxxxxx, Xx.

If to Executive:

Executive’s home address as reflected on the Company’s

records, with a copy to:

XxXxxxxxx, Will & Xxxxx

000 Xxxx Xxxxxx Xxxxxx

Xxxxxxx, Xxxxxxxx 00000

Attn: Xxxxxxx X. Xxxxxx, Esq.

or such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

Section 6. MISCELLANEOUS.

(b) Headings. The section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

(c) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(d) Modification; Waiver or Discharge. This Agreement is entered into between the Company and Executive for the benefit of each of the Company (including its subsidiaries and affiliates) and Executive. No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

(e) Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect.

(f) Successors; Third-Party Beneficiaries. This Agreement shall be binding upon and shall inure to the benefit of each of the parties hereto, and their respective heirs, legatees, executors, administrators, legal representatives, successors and assigns; provided that the provisions of Section 2(a) hereof are intended to be for the benefit of, and shall be enforceable by, each Releasee and his, her or its heirs, legatees, executors, administrators, legal representatives, successors and assigns; and provided further that the provisions of Section 2(b) hereof are intended to be for the benefit of, and shall be enforceable by, each Executive Released Party and his, her or its heirs, beneficiaries and assigns. Except as set forth in the immediately preceding sentence, this Agreement is solely for the benefit of Executive and the Company and shall not inure to the benefit of any third party.

(g) Withholding. All Payments made by the Company to Executive pursuant to Section 1 of this Agreement shall be reduced by all federal, state, city or other taxes that are required to be withheld pursuant to any law or government regulation. Executive agrees that he is fully and solely responsible for any and all other income tax or withholding liability, if any, and all other taxes that may attach to all amounts paid to him under this Agreement. Executive agrees to DEFEND, INDEMNIFY, AND HOLD FOREVER HARMLESS Releasees against any and all claims, demands, disputes, costs, or expenses of whatever kind or character, including but not limited to taxes, interest, and penalties that may result from any of the payments to him hereunder.

Section 7. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding among the parties and may not be modified without the express written consent of the parties. This Agreement supersedes any and all prior agreements, understandings and negotiations regarding the subject matter hereof, both written and oral, between the parties hereto; provided that nothing herein shall modify or supersede any provision of the Restrictive Covenant Agreement or the Separation Agreement.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

		APAC CUSTOMER SERVICES, INC.

		By:	/s/ Xxxxx X. Xxxxx
			Name:	XXXXX X. XXXXX
			Title:	SENIOR VICE PRESIDENT
STATE OF ILLINOIS	§
	§
COUNTY OF LAKE	§

BEFORE ME, the undersigned authority, on this day personally appeared Xxxxx X. Xxxxx, who being by me first duly sworn, stated on his oath that he has read the above and foregoing ADEA Release Agreement, that he is fully competent and authorized to execute the same on behalf of himself, that he understands the same, and that he executed the ADEA Release Agreement for the purposes and consideration therein expressed.

SUBSCRIBED AND SWORN to before me on this 3^rd day of May, 2001.

	/s/ Xxxxxx Xxx Xxxxxx
	Notary Public

[OFFICIAL SEAL-	/s/ Xxxxx X. Xxxxx
XXXXXX XXX XXXXXX	Xxxxx X. Xxxxx
NOTARY PUBLIC, STATE OF ILLINOIS
MY COMMISSION EXPIRES [ILLEGIBLE]]

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SEPARATION AND GENERAL RELEASE AGREEMENT

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