QuickLinks -- Click here to rapidly navigate through this document
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.
Second Amended and Restated 1995 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