0001299933-05-000635 Sample Contracts

APAC CUSTOMER SERVICES, INC. MANAGEMENT INCENTIVE PLAN ANNUAL AWARD AGREEMENT
Annual Award Agreement • February 11th, 2005 • Apac Customer Service Inc • Services-business services, nec • Illinois

The Company is pleased to award to you the opportunity to earn an Annual Incentive Award pursuant to the Company’s Management Incentive Plan (“Plan”) for the 2005 fiscal year (the “Performance Period”). The terms of your Award are described below. To participate in this Award, you must sign and return one copy of this Award Agreement to by , 200 . You have been furnished a copy of the Plan and are encouraged to carefully review it. All capitalized terms not defined in this Award Agreement have the meaning defined in the Plan. In the event of any term or condition of this Award that is not addressed in this Award Agreement or of any inconsistency between this Award and the Plan, the terms of the Plan will govern.

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Agreement Number: APAC Customer Services, Inc. Stock Option Agreement
Special Grant • February 11th, 2005 • Apac Customer Service Inc • Services-business services, nec • Illinois

This Agreement is entered into and made effective as of by and between APAC Customer Services, Inc., an Illinois corporation (the “Company”), and (the “Optionee”).

Management Incentive Plan As Amended and Restated
Apac Customer Service Inc • February 11th, 2005 • Services-business services, nec • Illinois
APAC CUSTOMER SERVICES, INC. MANAGEMENT INCENTIVE PLAN LONG-TERM AWARD AGREEMENT
Award Agreement • February 11th, 2005 • Apac Customer Service Inc • Services-business services, nec • Illinois

The Company is pleased to award to you the opportunity to earn a Long-Term Incentive Award pursuant to the Company’s Management Incentive Plan (“Plan”) for the three fiscal years 2005 through 2007 (the “Performance Period”). The terms of your Award are described below. To participate in this Award, you must sign and return one copy of this Award Agreement to by , 200 . You have been furnished a copy of the Plan and are encouraged to carefully review it. All capitalized terms not defined in this Award Agreement have the meaning defined in the Plan. In the event of any term or condition of this Award that is not addressed in this Award Agreement or of any inconsistency between this Award and the Plan, the terms of the Plan will govern.

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