SEPARATION AND GENERAL RELEASE AGREEMENT
This SEPARATION AND GENERAL RELEASE AGREEMENT (the “Agreement”), executed this 10
th day of July, 2001, is entered into by and between APAC Customer Services, Inc., an Illinois corporation (the
“Company”), and John L. Gray (“Executive”).
W I T N E S S E T H
WHEREAS, Executive has been employed as Senior Vice President pursuant to the terms and
conditions set forth in that certain letter agreement between Executive and Peter M. Leger, then President and
Chief Operating Officer of the Company, dated December 17, 1999 and executed by Executive on December
19, 1999, which agreement incorporates by reference the Restrictive Covenant Agreement made as of
December 19, 1999 by and between the Company and Executive (the “Restrictive Covenant Agreement”);
WHEREAS, the Company has determined that it is no longer in need of the services provided by
Executive under the terms of the above-referenced letter agreement; and
WHEREAS, the Company has decided to terminate Executive’s employment with the Company other
than for Cause, as defined in the above-referenced letter agreement.
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) Termination of Employment . Effective as of July 3, 2001 (the “Separation Date”),
Executive’s employment with the Company ceases.
(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 pay Executive $350,625.00 in
severance payments, paid in monthly payments of $19,479.17 for a period of eighteen (18) months
(equal to 150% of Executive’s annual bas