RESTRICTED STOCK GRANT
APAC CUSTOMER SERVICES, INC.
RESTRICTED STOCK AWARD AGREEMENT
THIS AGREEMENT (this “ Agreement ”) is made this (the “ Grant Date ”), between APAC
Customer Services, Inc., an Illinois corporation (the “ Company ”), and (the “ Participant ”).
WHEREAS, the Company desires to grant to the Participant certain Restricted Shares under the Company’s
2005 Incentive Stock Plan, as amended from time to time (the “ Plan ”), which has been approved by its
NOW THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:
1. Grant of the Restricted Stock Award . Subject to the terms and conditions set forth in this Agreement and
the Plan, the Company hereby grants to the Participant an Award consisting of Restricted Shares,
subject to adjustment pursuant to the terms of the Plan. Capitalized terms not defined herein shall have the same
meaning as set forth in the Plan. Each Restricted Share shall vest and become unrestricted in accordance with
Section 2 hereof.
2. Vesting .
(a) Except as set forth at Section 2(b), 2(c), 2(d) or 2(e) hereof, the Award shall vest upon: (i) the
attainment by the Company of the performance conditions set forth on Schedule A attached hereto and (ii) the
Participant’s continuous Service until the second anniversary of the Grant Date. “ Service ” shall mean (i) an
employee-employer relationship between the Participant and the Company or any of its Subsidiaries, (ii) service
to the Company or any of its Subsidiaries provided by the Participant as a member of the Company’s or such
Subsidiary’s Board of Directors, or (iii) service by Participant as a consultant or independent contractor.
Participant will not be treated as terminating Service (A) where there is a simultaneous reemployment or
continuing employment of Participant by the Company or any of its Subsidiari