UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.     )

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APAC CUSTOMER SERVICES, INC.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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2333 Waukegan Road, Suite 100
Bannockburn, Illinois 60015
(847) 374-4980

Notice of Annual Meeting of Shareholders
To Be Held On June 3, 2009

To the Shareholders of APAC Customer Services, Inc.:

The Annual Meeting of Shareholders of APAC Customer Services, Inc. will be held at the Marriott Lincolnshire Resort, 10 Marriott Drive, Lincolnshire, Illinois 60069 on Wednesday, June 3, 2009, at 10:00 a.m. Central Daylight Time for the following purposes:

1. To elect seven directors.

2. To consider and transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

Information with respect to the above matters is set forth in the Proxy Statement which accompanies this Notice.

Shareholders of record at the close of business on April 8, 2009 are entitled to notice of, and to vote at, the Annual Meeting.

Even if you plan to attend the meeting in person, please read these proxy materials and date, sign and mail the enclosed proxy in the envelope provided, which requires no postage for mailing in the United States. A prompt response is helpful, and your cooperation will be appreciated. Shareholders who are present at the Annual Meeting may withdraw their proxies and vote in person if they so desire.

		By Order of the Board of Directors
		Robert B. Nachwalter
		Secretary

Dated: April 21, 2009

APAC Customer Services, Inc.
2333 Waukegan Road, Suite 100
Bannockburn, Illinois 60015
(847) 374-4980

Proxy Statement

Annual Meeting of Shareholders to be Held June 3, 2009

This Proxy Statement and the accompanying proxy card are being mailed to shareholders of APAC Customer Services, Inc. (“Company”) on or about May 1, 2009, in connection with the solicitation of proxies by the Board of Directors for the Annual Meeting of Shareholders to be held on June 3, 2009. The purpose of the Annual Meeting is to consider and act upon the matters specified in the Notice of Annual Meeting of Shareholders accompanying this Proxy Statement.

Each shareholder is entitled to one vote for each Common Share (as defined in the Company’s Amended and Restated Articles of Incorporation, dated August 8, 1995, as subsequently amended) held as of the record date. A majority of the outstanding Common Shares entitled to vote at this meeting and represented in person or by proxy will constitute a quorum. As of the close of business on April 8, 2009, the record date for determining shareholders entitled to vote at the Annual Meeting, 51,051,183 Common Shares were outstanding.

If the form of Proxy that accompanies this Proxy Statement is executed and returned, it will be voted in accordance with the indicated direction. A Proxy may be revoked at any time prior to the voting thereof by written notice to our Secretary, by executing and delivering a subsequently dated proxy card or by voting in person at the Annual Meeting. Shareholders whose Common Shares are held in the name of a bank, broker or other holder of record will receive voting instructions from the holder of record.

The affirmative vote of the holders of a majority of the Common Shares entitled to vote and represented in person or by proxy at the Annual Meeting is required for the election of directors and for any other proposal submitted to a vote. Shareholders are not entitled to cumulate their votes. Shares represented by proxies which are marked “withhold” or to deny discretionary authority on any matter will be treated as shares present and entitled to vote, which will have the same effect as a vote against any such matter. Broker “non-votes” and the shares as to which shareholders abstain are included for purposes of determining whether a quorum of shares is present at a meeting, except as to matters for which a non-vote is indicated on the broker’s proxy. If a non-vote is indicated on the broker’s proxy with respect to a particular matter, the shares will not be treated as represented at the meeting for the purposes of determining a quorum for such matter. A broker “non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner. Votes will be tabulated by representatives of BNY Mellon Shareowner Services, our transfer agent and inspector of elections for the Annual Meeting. We will bear all expenses incurred in the solicitation of proxies.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting To Be Held on June 3, 2009

A copy of this proxy statement and of our annual report to stockholders is available at: http://ir.apaccustomerservices.com/investors/proxy09.cfm.

The 2009 annual meeting will be held on June 3, 2009, at 10:00 a.m., Central Daylight Time, at the Marriott Lincolnshire Resort, 10 Marriott Drive, Lincolnshire, Illinois 60069.

At the annual meeting, you will be asked to consider and vote on:

	•		To elect seven directors; and
	•		To consider and transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

For the reasons set forth in more detail elsewhere in this proxy statement, our Board of Directors recommends a vote “FOR” the approval of each of the proposals set forth above.

The materials available at the http://ir.apaccustomerservices.com/investors/proxy09.cfm website include a copy of this proxy statement, a copy of our annual report to stockholders and a copy of the form of proxy.

You may contact the Secretary, at 1-800-776-2722 if you would like to obtain directions to be able to attend the annual meeting and vote in person.

The following table sets forth certain information, as of March 31, 2009, regarding the beneficial ownership of Common Shares by (i) each person known by us to own beneficially more than 5% of our outstanding Common Shares, (ii) each director and nominee, (iii) each Named Executive Officer (as defined in “Compensation Discussion and Analysis — Overview of Compensation Process” appearing in the “Executive Compensation” section of this Proxy Statement) and (iv) all directors, director nominees and executive officers as a group. Except as otherwise indicated, we believe that each beneficial owner of Common Shares listed below, based on information provided by such owner, has sole investment and voting power with respect to such Common Shares. Unless otherwise indicated, the address of each of the shareholders named below is c/o APAC Customer Services, Inc., 2333 Waukegan Road, Suite 100, Bannockburn, Illinois 60015.

		Common Shares Beneficially Owned
Name		Number				Percent(1)
Theodore G. Schwartz			19,798,594	(2)(3)			37.8	%
Wells Fargo & Company			4,310,128	(4)			8.2	%
Ronald L. Chez			3,650,569	(5)			7.0	%
Trust Four Hundred Thirty U/A/D 4/2/94			2,115,000	(6)			4.0	%
Trust Seven Hundred Thirty U/A/D 4/2/94			2,115,000	(6)			4.0	%
Trust 3080			500,000	(6)			*
Trust 3081			500,000	(6)			*
Cindy K. Andreotti			197,203	(3)			*
John C. Kraft			128,640	(3)			*
Michael P. Marrow			207,025	(3)			*
Bhaskar Menon			25,000	(3)			*
John J. Park			167,006	(3)			*
Samuel K. Skinner			77,302	(3)			*
John L. Workman			55,000	(3)			*
Arthur D. DiBari			60,000	(3)			*
David J. LaBonte			297,737	(3)			*
Mark E. McDermott			384,320	(3)			*
Andrew B. Szafran			390,000	(3)			*
Robert J. Keller			258,775	(7)			*
George H. Hepburn III			189,000	(7)			*
James M. McClenahan			59,100	(7)			*
Pamela R. Schneider			215,500	(7)			*
All directors, nominees and executive officers as a group (12 persons)			21,787,827	(3)(8)			41.5	%

PROPOSAL REGARDING THE ELECTION OF DIRECTORS

At the Annual Meeting, seven directors are to be elected to serve until the next Annual Meeting of Shareholders.

It is intended that the executed and returned proxy cards (except proxy cards marked to the contrary) will be voted for the nominees listed below. Proxies cannot be voted for a greater number of persons than the number of nominees listed below. It is expected that the nominees will serve, but if any nominee declines or is unable to serve for any unforeseen cause, the proxies will be voted to fill any vacancy so arising in accordance with the discretionary authority of the persons named in the proxies.

The Board of Directors recommends a vote FOR the election of each of the following nominees:

Nominees for Election

Name		Age				Position
Cindy K. Andreotti			53			Cindy K. Andreotti became a director of the Company in April 2005. Currently, Ms. Andreotti is President and Chief Executive Officer of The Andreotti Group LLC, a strategic business advisory firm servicing domestic/global enterprise clients, private equity and institutional firms and international investment groups. Prior to the launch of The Andreotti Group, Ms. Andreotti was President, Enterprise Markets for MCI, Inc., which filed for protection under Chapter 11 of the U.S. Bankruptcy Code in July 2002 and emerged from Chapter 11 protection in April 2004. Enterprise Markets consisted of the Global Accounts Segment, Government Markets, the Conferencing Business Unit, and MCI Solutions, the managed services arm of MCI. Previous assignments at MCI included President of Business Markets and President of Global Accounts and Strategic Ventures and Alliances. Before joining MCI in 1990, Ms. Andreotti was with AT&T Corporation. Ms. Andreotti is also Vice Chairman of the Japan American Society, a cabinet member of the Los Angeles Music Center, a member of the Executive Committee for the Red Cross, a member of the Accenture Women’s Leadership Forum and a member of the board of directors for Rivermine Solutions, Inc., a leading provider of enterprise Telecommunications Expense Management solutions.
John C. Kraft			67			John C. Kraft became a director of the Company in October 2005. Mr. Kraft was Vice Chairman and Chief Operating Officer at Leo Burnett where he oversaw the operations of the company’s 50 offices located in 43 countries. He also served on the company’s Board of Directors. After taking early retirement from Leo Burnett, Mr. Kraft was the Executive Vice President and Chief Administrative Officer and a Director of Young and Rubicam for two years. Mr. Kraft is a Director of Chicago Central Area Committee.
Michael P. Marrow			51			Michael P. Marrow became a director in February 2008 when he joined us as President and Chief Executive Officer. From January 2003 to February 2008, Mr. Marrow was employed by Affiliated Computer Services, Inc. (“ACS”), a leader in business process outsourcing and information technology solutions. From June 2007 through February 2008, he served as Managing Director of Emerging markets and was responsible for service delivery centers in India, Mexico, Malaysia, Fiji, China, Ghana, Guatemala, Jamaica, Dominican Republic, Poland, Brazil and the Philippines with approximately 15,000 employees. From January 2003 through June 2007, Mr. Marrow was the Managing Director of ACS’s Contact Center Practice and managed 31 ACS contact centers with over 16,000 employees located in the U.S., Mexico, Argentina, India and the Philippines.

Name		Age				Position
John J. Park			47			John J. Park became a director in August 2004. Mr. Park has been the Chief Financial Officer at Hewitt Associates, a global human resources outsourcing and consulting firm, since November 2005. Prior to joining Hewitt, Mr. Park served as Chief Financial Officer of Orbitz, Inc., an online travel company, from October 2000 until February 2005, and as acting President from November 2004 until February 2005. Prior to joining Orbitz, Mr. Park held various executive positions with Sears, Roebuck and Co., including Vice President, Finance for its services and credit card businesses.
Theodore G. Schwartz			55			Theodore G. Schwartz is Chairman of the Board of Directors of the Company. Mr. Schwartz is the founder of the Company and has served as the Company’s Chairman since its formation in May 1973. He served as the Company’s Chief Executive Officer until January 2000, and again from May 2001 until March 2004.
Samuel K. Skinner			70			Samuel K. Skinner previously served on our Board of Directors from July 2003 to June 2005. He rejoined the Board in June 2008. Mr. Skinner is the retired Chairman and Chief Executive Officer of U.S. Freightways Corporation, a transportation and logistics business. He served as an Adjunct Professor of Management and Strategy at the Kellogg School of Management at Northwestern University from 2004 to 2008. He is also Of Counsel to the law firm of Greenberg & Traurig, LLP. He formerly served as Co-Chairman of Hopkins & Sutter, a law firm based in Chicago. Mr. Skinner retired as President of Commonwealth Edison Company and its holding company, Unicom Corporation (now known as Exelon Corporation). Prior to joining Commonwealth Edison, he served as Chief of Staff to former President George H. W. Bush. Prior to his White House service, Mr. Skinner served in the President’s cabinet for nearly three years as Secretary of Transportation. From 1977 to 1989, Mr. Skinner practiced law as a partner in the Chicago law firm of Sidley & Austin (now Sidley Austin LLP). He is currently a member of the boards of directors of Navigant Consulting, Inc., Express Scripts and Diamond Management & Technology Consultants, Inc.
John L. Workman			57			John L. Workman has served as a Director since June 2008. Mr. Workman is currently Executive Vice President and Chief Financial Officer of HealthSouth Corporation, a position to which he was appointed in September 2004. From 1998 to 2004, Mr. Workman served in various management and executive capacities with U.S. Can Company, including serving as its Chief Financial Officer from 1998 to 2002, as its Chief Operating Officer from 2002 to 2003, and its Chief Executive Officer from 2003 to 2004. Prior to joining U.S. Can Company, Mr. Workman was employed by Montgomery Ward & Company, Inc. for 14 years, where he held several management and executive positions, including General Auditor, Chief Financial Officer, and Chief Restructuring Officer. Mr. Workman began his career in public accounting, and was a partner with the public accounting firm KPMG.

Meetings of our Board of Directors and Corporate Governance

Our Board of Directors met 18 times during fiscal year 2008 and periodically took action by unanimous written consent. All incumbent directors attended at least 75% of the aggregate of such meetings and meetings of Board committees on which they served in fiscal year 2008.

Our Board of Directors has adopted Corporate Governance Guidelines which set forth the role and functions of our Board of Directors, director qualifications and guidelines with respect to Board of Director meetings and committees of the Board, among other things. Our Board of Directors has determined that, other than Messrs. Marrow and Schwartz, all current Board members, all nominees for election as Directors, and all individuals who served as Board members during the fiscal year 2008, are or were independent as defined by the NASDAQ listing standards. Our independent directors hold executive sessions periodically throughout the year.

Board Committees

Our Board of Directors has established three standing committees and has adopted written charters for each committee: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Our Board of Directors appoints the members of each committee. While our Board’s committees are constituted as described below and vote on matters as described below, other members of our Board, including directors not determined by our Board to qualify as independent, are frequent participants (although not voting participants) in committee meetings and proceedings.

Each committee’s charter and the Company’s Corporate Governance Guidelines are available on our website at www.apaccustomerservices.com. A copy of each charter is also available in print to shareholders upon request, addressed to our Secretary c/o APAC Customer Services, Inc., 2333 Waukegan Road, Suite 100, Bannockburn, Illinois 60015.

Audit Committee

Our Audit Committee consists of Messrs. Workman (Chairman), Park, Skinner and Ms. Andreotti. Our Audit Committee has direct responsibility for appointing our independent registered public accounting firm, reviewing the proposed scope of the annual audit, overseeing the adequacy and effectiveness of accounting and financial controls, and reviewing the annual and quarterly financial statements with management and the independent registered public accounting firm. Our Audit Committee met eight times in fiscal year 2008 and periodically took action by unanimous written consent. All members of our Audit Committee are independent as defined for audit committee members by the listing standards of NASDAQ. Our Board of Directors has determined that each member of our Audit Committee is financially literate in accordance with the listing standards of NASDAQ and that Messrs. Park and Workman are both an “audit committee financial expert,” as defined by the SEC. For details regarding Mr. Park’s and Mr. Workman’s qualifications as an “audit committee financial expert,” see “Nominees for Election” appearing in the “Proposal Regarding the Election of Directors” section of this Proxy Statement.

Compensation Committee

Our Compensation Committee consists of Messrs. Park (Chairman), Kraft and Menon. Our Compensation Committee is directly responsible for approving senior management compensation and overseeing our equity compensation plans. For a more detailed description of the responsibilities and authority of the Compensation Committee, see “Compensation Discussion and Analysis — Overview of Compensation Process” appearing in the “Executive Compensation” section of this Proxy Statement. Our Compensation Committee met thirteen times in fiscal year 2008 and periodically took action by unanimous written consent. All members of our Compensation Committee are independent directors as defined by the listing standards of NASDAQ.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee consists of Messrs. Kraft (Chairman), Skinner and Ms. Andreotti. The Nominating and Corporate Governance Committee is directly responsible for identifying and recommending to our Board of Directors individuals qualified to serve as directors, recommending directors to serve on committees of our Board of Directors, advising our Board of Directors with respect to matters of Board composition and procedures, developing and recommending to our Board of Directors corporate governance principles applicable to us, overseeing corporate governance matters generally, and reviewing on an annual basis director compensation. The Nominating and Corporate Governance Committee met six times during fiscal year 2008 and periodically took action by unanimous written consent. All members of our Nominating and Corporate Governance Committee are independent directors as defined by the listing standards of NASDAQ.

Our Nominating and Corporate Governance Committee will consider director candidates recommended by shareholders. In considering candidates submitted by shareholders, our Nominating and Corporate Governance Committee will take into consideration the needs of our Board of Directors and the qualifications of the candidate. Our Nominating and Corporate Governance Committee may also take into consideration the number of shares held by the recommending shareholder and the length of time that such shares have been held. To have a candidate considered by our Nominating and Corporate Governance Committee, a shareholder must submit the recommendation in writing and must include the following information: the name of the shareholder and evidence of the person’s ownership of Common Shares, including the number of shares owned and the length of time of ownership; the name of the candidate; the candidate’s resume or a listing of his or her qualifications to be a director; and the candidate’s consent to be named as director if selected by our Nominating and Corporate Governance Committee and nominated by our Board.

The shareholder recommendation and information described above must be sent to our Secretary c/o APAC Customer Services, Inc., 2333 Waukegan Road, Suite 100, Bannockburn, Illinois 60015 and must be received by our Secretary not less than 90 nor more than 120 days prior to the anniversary date of our most recent annual meeting of shareholders.

Our Nominating and Corporate Governance Committee believes that the minimum qualifications for serving as a director are the ability to apply good and independent judgment in a business situation and the ability to represent the interests of all shareholders. A director also must be free from any conflicts of interest that would interfere with his or her loyalty to us or our shareholders. Candidates considered by our Nominating and Corporate Governance Committee for election or reelection to our Board of Directors should possess the following qualifications: the highest level of personal and professional ethics, integrity and values; an inquiring and independent mind; practical wisdom and mature judgment; broad training and experience at the policy-making level in business, finance and accounting, government, education or technology; expertise that is useful to us and complementary to the background and experience of other Board members, so that an optimal balance of Board members can be achieved and maintained; willingness to devote sufficient time and attention to carrying out the duties and responsibilities of Board membership; commitment to serve on the Board for several years to develop knowledge about our business; willingness to represent the best interests of all shareholders and objectively appraise management performance; and involvement only in activities or interests that do not conflict with the director’s responsibilities to us and our shareholders.

Once a person has been identified by our Nominating and Corporate Governance Committee as a potential candidate, the committee may collect and review publicly available information regarding the person to assess whether the person should be considered further. If our Nominating and Corporate Governance Committee determines that the candidate warrants further consideration, our Chairman or another member of the committee or of our Board of Directors, including directors who have not been designated as independent, contacts the person. Generally, if the person expresses a willingness to be considered and to serve on our Board, our Nominating and Corporate Governance Committee requests information from the candidate, reviews the person’s accomplishments and qualifications, including in light of any other candidates that the committee might be considering, and conducts one or more interviews with the candidate. Other members of our Board, including Messrs. Schwartz and Marrow, will also interview the candidate. In certain instances, committee members may contact one or more references provided by the candidate or may contact other members of the business community or other persons that may have greater firsthand knowledge of the candidate’s accomplishments. The committee’s evaluation process does not vary based on whether or not a candidate is recommended by a shareholder, although, as stated above, our Board may take into consideration the number of shares held by the recommending shareholder and the length of time that such shares have been held.

Search Committee

Our Search Committee consists of Messrs. Kraft, Park, Schwartz and Ms. Andreotti. In connection with the search for a replacement for Mr. Keller, our former Chief Executive Officer, this committee was formed to expedite changes in management and was involved with the evaluation of potential candidates for the office of Chief Executive Officer as well as to assist with the negotiation of mutually agreeable transition plans in the office of the Chief Executive Officer. This Committee no longer regularly meets.

Strategic Alternatives Committee

Our Strategic Alternatives Committee consists of Mr. Park. This Committee was formed to find and to evaluate alternate debt financing sources for the Company. This Committee no longer regularly meets.

Transition Oversight/Business Operations Committee

Our Transition Oversight Committee consists of Messrs. Schwartz, Marrow and Ms. Andreotti. This committee was formed to provide the Board an opportunity to provide input to management with respect to various operational matters.

Special Committee

On January 29, 2009, we received a proposal from Tresar Holdings LLC, an affiliate of Theodore G. Schwartz, our Company’s chairman and principal shareholder (“Tresar”), to acquire all of the outstanding shares of common stock of our Company other than those shares held by Theodore G. Schwartz and certain related holders (the “Tresar Proposal”). In response to the receipt of the Tresar Proposal, our Board of Directors formed a special committee of independent directors to review the proposal. The Special Committee consists of Ms. Andreotti, Messrs. Kraft, Menon, Park and Workman. On March 9, 2009, we announced that the Special Committee and Tresar had jointly agreed not to further pursue the Tresar Proposal, and that Tresar had withdrawn its proposal.

Compensation Committee Interlocks and Insider Participation

During fiscal year 2008, members of our Compensation Committee included Messrs. Park (Chairman), Kraft and Menon. None of the members of the Compensation Committee serve as, or formerly served as, officers of the Company.

During fiscal year 2008, none of our executive officers served on the board of directors or compensation committee of any other corporation where any member of our Compensation Committee or our Board of Directors was engaged as an executive officer. None of the members of our Compensation Committee has ever been employed by us.

Shareholder Communications with our Board of Directors

Our Board of Directors has established a process to receive communications from shareholders. Shareholders may contact any member (or all members) of our Board by mail. To communicate with our Board of Directors, any individual directors or any group or committee of directors, correspondence should be addressed to our Board of Directors or any such individual directors, or group or committee of directors, by either name or title. All such correspondence should be sent “c/o Secretary” to APAC Customer Services, Inc., 2333 Waukegan Road, Suite 100, Bannockburn, Illinois 60015.

All communications received as set forth in the preceding paragraph will be opened by the office of the Secretary for the sole purpose of determining the nature of the communications. Communications that constitute advertising, promotions of a product or service, or patently offensive material will not be forwarded to the directors. Other communications will be forwarded promptly to the addressee or addressees.

Policy Regarding Director Attendance at Annual Meetings

We consider attendance and participation at the annual meeting of shareholders to be important to effectively fulfill the responsibilities of our directors. Accordingly, it is our policy to encourage each of our directors to attend the annual meeting. All of the directors then serving on the Board were in attendance at the 2008 Annual Meeting, other than Mr. Refer and Mr. Gerdelman, who retired effective on the date of the 2008 Annual Meeting.

Director Compensation

Our Nominating and Corporate Governance Committee reviews and approves the compensation paid to each member of our Board on an annual basis. Each director who is not employed by us is compensated for his or her services as a director with: (i) an annual cash retainer of $22,000; (ii) a cash payment of $1,500 for each board meeting attended in person and a cash payment of $750 for each board meeting attended by telephone; and (iii) quarterly grants of options to purchase Common Shares. The total number of options to be granted annually to each director is calculated as of the date of our annual meeting of shareholders and is determined by dividing $90,000 by the average fair market value of a Common Share over the preceding calendar year. Options are granted to directors in four equal installments as of the first trading day of each calendar quarter. Options have an exercise price equal to the fair market value of a Common Share on the date of grant. Additionally, Mr. Schwartz receives an annual fee of $15,000 for his services as Chairman of the Board.

For Board committee service: (i) the Audit Committee chairman receives an annual fee of $10,000; (ii) each of the other committee chairmen receives an annual fee of $5,000; and (iii) each committee member, including the committee chairmen, receives a cash payment of $1,500 for each committee meeting attended in person and a cash payment of $750 for each committee meeting attended by telephone.

Directors who are requested to perform services beyond regular attendance at board and committee meetings are compensated and receive cash payments ranging from $250 to $1,500 per day depending on the circumstances. Directors are also reimbursed for certain expenses in connection with attendance at Board and committee meetings as well as approved education programs and other required travel.

2008 Director Compensation

The following table sets forth the information with respect to all compensation paid or earned for services rendered to us by each member of our Board of Directors (other than Mr. Marrow, our Chief Executive Officer) during fiscal year 2008. During fiscal year 2008, Mr. Marrow was an employee of ours and did not receive any additional compensation for his services as a director.

		Fees Earned or				Option				All Other
		Paid in Cash				Awards				Compensation				Total
Name		($)(1)				($)(2)				($)(3)				($)
Cindy K. Andreotti			106,000				43,710								149,710
John W. Gerdelman (4)			37,000				78,100								115,100
John C. Kraft			70,500				42,601								113,101
Bhaskar Menon (5)			26,750				2,719								29,469
John J. Park			73,000				44,198								117,198
Lynn E. Refer (6)			20,000				—				36,000				56,000
Theodore G. Schwartz			63,250				41,403								104,653
Samuel K. Skinner			26,750				2,719								29,469
John L. Workman			29,500				2,719								32,219

EXECUTIVE OFFICERS

Set forth below is certain information concerning the current executive officers of the Company, which officers serve at the discretion of the Board of Directors.

Name		Age				Position and Business Experience
Michael P. Marrow			51			Michael P. Marrow became a director in February 2008 when he joined us as President and Chief Executive Officer. From January 2003 to February 2008, Mr. Marrow was employed by ACS, a leader in business process outsourcing and information technology solutions. From June 2007 through February 2008, he served as Managing Director of Emerging markets and was responsible for service delivery centers in India, Mexico, Malaysia, Fiji, China, Ghana, Guatemala, Jamaica, Dominican Republic, Poland, Brazil and the Philippines with approximately 15,000 employees. From January 2003 through June 2007, Mr. Marrow was the Managing Director of ACS’s Contact Center Practice and managed 31 ACS contact centers with over 16,000 employees located in the U.S., Mexico, Argentina, India and the Philippines.
Andrew B. Szafran			42			Andrew B. Szafran has served as Senior Vice President and Chief Financial Officer of APAC since May 2008. Mr. Szafran was previously Vice President and Chief Financial Officer of Communications Supply Corp. (CSC), a nationwide distributor of low voltage infrastructure products and industrial wire and cable with $700 million in annual revenues. Serving in that capacity since 2002, he was responsible for managing the finance and human resources functions as well as for legal affairs. Mr. Szafran was a key member of the management team that diversified CSC’s business and significantly increased its revenue and profitability. In addition to his operations finance and accounting experience, Mr. Szafran has extensive experience in the areas of financial planning and analysis, corporate finance, mergers and acquisitions, risk management and taxation. Prior to joining CSC, Mr. Szafran held various financial positions of increasing responsibility with Alliant Exchange, Inc. and its affiliate, Alliant Foodservice, Inc., for seven years. He served most recently as Senior Vice President, Finance.
Christopher H. Crowley			38			Mr. Crowley joined APAC as Senior Vice President, Sales in March 2009. Mr. Crowley was most recently at Cybernet Software Systems where he served as Senior Vice President of Sales focusing on IT Solutions for technology companies. Prior to that, he worked in the business process outsourcing industry in the role of Senior Vice President of Sales for Teletech, and earlier, Senior Vice President of Sales with Sutherland Global Services. Mr. Crowley also has several years of operations and service delivery experience having worked as Director of Operations for North American Service Delivery when he first started with Sutherland in 1997. He began his career as a Business Development Manager responsible for field sales at MCI Communications.
Arthur Di Bari			52			Mr. Di Bari joined us as Senior Vice President, Operations in March 2008. From 2005 to 2008 Mr. DiBari was Regional Vice President, Emerging Markets for the Americas for ACS, a leading provider of business process outsourcing and information technology solutions. Mr. Di Bari joined ACS in 2004. Prior to that, Mr. Di Bari spent over six years with Aegis Communications Group, a Texas-based customer care organization, where he held numerous operational roles of increasing responsibility, including Senior Vice President of Operations.

Name		Age				Position and Business Experience
Joseph R. Doolan			45			Mr. Doolan has served as Vice President and Controller since February 2006. Prior to joining APAC, from 2004 to 2006 Mr. Doolan was Vice President and Controller for CNH Capital, a broad-based financial services company and a subsidiary of CNH Global N.V., where he managed the North American and International finance teams. Prior to joining CNH Capital from 2002 to 2003, Mr. Doolan was Controller at GE Healthcare Financial Services. From 1995 to 2002, Mr. Doolan worked for Heller Financial Inc. where he held various positions of increasing responsibility in finance and accounting.
Michael V. Hoehne			45			Mr. Hoehne has served as Vice President, Human Resources since August 2006. Prior to joining APAC, from 2005 to 2006, Mr. Hoehne served as Vice President of Human Resources for Wickes Furniture Co. From 1995 to 2005, Mr. Hoehne held several Human Resources leadership roles with Sears, Roebuck and Co.
Mark E. McDermott			48			Mr. McDermott is a Vice President of our company and serves as our Chief Information Officer a position he has had since April 2004. Previously, Mr. McDermott served as our Vice President, Solutions. He has been employed by us in various positions since March 1996. From April 2004 until June 2007, Mr. McDermott was our Senior Vice President and Chief Information Officer. From June 2007 until March 2008, Mr. McDermott was our Senior Vice President, Operations and Chief Information Officer.
Robert B. Nachwalter			38			Mr. Nachwalter has served as our Senior Vice President and General Counsel since November 2008. Prior to joining APAC, Mr. Nachwalter was Senior Vice President and General Counsel for Whitehall Jewelers Holdings, Inc., a publicly-traded national retailer of fine jewelry with approximately 375 stores in 39 states. Before Whitehall, Mr. Nachwalter was senior legal counsel with Ryder System, Inc., a Fortune 500 transportation and logistics company.

EXECUTIVE COMPENSATION

Employment Arrangements with Michael P. Marrow, President and Chief Executive Officer

Effective February 25, 2008, Mr. Michael P. Marrow was appointed our Chief Executive Officer and joined our Board of Directors.

Compensation

We entered into an Executive Employment Agreement with Mr. Marrow which provides that he will be paid an annual base salary of $350,000 and will be eligible to participate in and earn an annual bonus pursuant to the terms of the APAC Customer Services, Inc. Management Incentive Plan, as amended and restated effective August 2, 2007 (the “Management Incentive Plan”). No annual cash bonus is guaranteed, but Mr. Marrow is eligible for a target bonus equal to 50% of his base salary and a maximum bonus equal to 100% of his base salary. In addition, we agreed to pay Mr. Marrow a sign-on bonus of $100,000 and granted him an option to purchase 900,000 Common Shares. The option vests in five equal annual installments beginning on February 25, 2009 and has an exercise price of $1.21 per share. We also agreed to reimburse Mr. Marrow up to $3,000 per month for actual and reasonable expenses incurred by him in connection with his maintenance of a residence near our headquarters facility.

On October 23, 2008, the Compensation Committee approved an annual management incentive program pursuant to our MIP (the “2009 MIP”) for Mr. Marrow and all other executive officers of the Company. Under the terms of our 2009 MIP, Mr. Marrow is eligible to receive a cash bonus for fiscal year 2009 based on our achieving certain financial performance goals established by the Compensation Committee. Mr. Marrow’s 2009 MIP will be based 50% on our achieving the threshold or maximum revenue amounts established by our Compensation Committee and 50% on our achieving the threshold or maximum adjusted PTP amounts established by our Compensation Committee. PTP is defined as “pre-tax profit” or “net income before income taxes”. Mr. Marrow is also eligible for a payment under the 2009 Performance Plus Bonus. For additional discussion on 2009 MIP and 2009 Performance Plus Bonus see Compensation Discussion and Analysis — Annual Cash Incentive.

In determining Mr. Marrow’s compensation package, our objective was to change the mix of compensation provided to our Chief Executive Officer and place more weight on the long-term equity component. As a result, Mr. Marrow’s annual base salary and annual incentive opportunity are less than those provided to Mr. Keller, our former Chief Executive Officer; however, the number of stock options granted to him is more than double the amount provided to Mr. Keller when he became our Chief Executive Officer in March 2004.

Potential Payments Upon Termination or Change of Control

Mr. Marrow’s Executive Employment Agreement requires us to provide compensation to him in the event of a termination of employment. Mr. Marrow also has an Employment Security Agreement which provides for certain payments in the event of a change of control of our company. In addition, to the extent not contemplated by his Executive Employment Agreement or the Employment Security Agreement, Mr. Marrow’s stock option agreement provides for the acceleration of vesting in the event of a change of control and upon termination under certain circumstances. Our Compensation Committee retains discretion to determine the amount, if any, of any additional payments and benefits which may be paid to Mr. Marrow upon termination of his employment. In making such a determination, our Compensation Committee may consider a number of factors including the reasons for the termination, his tenure and performance, his personal circumstances and the amount of payments and benefits, if any, generally offered to executive officers at other companies in similar positions.

Mr. Marrow has signed an Agreement Protecting Company Interests which provides that during the term of his employment with us and for a period of two years after his termination, he will not solicit our clients or employees and will refrain from working for or consulting with any of our competitors. In the event Mr. Marrow violates his Agreement Protecting Company Interests, we may be entitled to recover some or all of the payments and benefits that were paid by us upon termination of employment.

The nature and amount of payments and benefits Mr. Marrow is entitled to in the event of a termination of employment as a result of retirement, death or disability, involuntary termination (not for cause), voluntary termination, termination for cause, and termination in connection with a change of control, as well as in the event of a change of control without termination of employment are identical to the payments and benefits for the Named Executive Officers (other than Mr. Keller, our former Chief Executive Officer) described under “Potential Payments Upon Termination or Change of Control” appearing elsewhere in the “Executive Compensation” section of this Proxy Statement, with the exception of the following:

•

In the event of involuntary termination not for “cause” Mr. Marrow will be entitled to severance payments in an amount equal to his base salary for a period of 12 months payable in equal installments over a period of 24 months.

•

We will reimburse Mr. Marrow for payments by him to exercise his rights under COBRA for a period of 12 months.

•

In the event Mr. Marrow voluntarily terminates his employment with us for any reason prior to a change of control, or in the event Mr. Marrow is terminated for “cause” (as defined in his Executive Employment Agreement), he is not entitled to receive any payments or benefits other than accrued obligations earned by Mr. Marrow prior to the date of his termination. Such accrued obligations generally consist of his then-current base salary through the termination date to the extent not theretofore paid, and any accrued but unused vacation days as of his termination date.

•

As used in Mr. Marrow’s Executive Employment Agreement, “cause” shall mean (i) the commission by him of an act of malfeasance, dishonesty, fraud, or breach of trust against the company or any of its employees, clients, or suppliers, (ii) the breach by him of any fiduciary or common law duty to the company, or any obligations under his Executive Employment Agreement, or any other agreement between him and the company, (iii) his willful failure to comply with the company’s material written policies, (iv) his failure, neglect, or refusal to perform his duties under his Executive Employment Agreement, or to follow the lawful written directions of the company (including, without limitation, from the our Board of Directors), which failure is not cured (if curable) within ten (10) days after written notice has been given by the company to him, (v) his conviction of, or plea of guilty or no contest to, any felony, or (vi) any act or omission by him that is, or is reasonably likely to be, materially injurious to our financial condition, business reputation or business relationships, or that otherwise is materially injurious to the our employees, clients, customers or suppliers.

Employment Arrangements with Messrs. Szafran, DiBari, LaBonte and McDermott

Compensation

We entered into an Employment Agreement with Mr. Szafran on May 12, 2008 which provides that he will be paid an annual base salary of $300,000 and will be eligible to participate in and earn an annual bonus pursuant to our MIP. No annual cash bonus is guaranteed, but Mr. Szafran is eligible for a target bonus equal to 50% of his base salary and a maximum bonus equal to 80% of his base salary. In addition to the above, when Mr. Szafran joined us, we granted him an option to purchase 450,000 Common Shares. The option vests in five equal annual installments beginning on May 14, 2009 and has an exercise price of $1.10 per share.

Mr. Szafran participates in the 2009 MIP and 2009 Performance Plus Bonus described in detail in the Compensation Discussion and Analysis. For information on Potential Payments Upon Change of Control, Retirement, Death or Disability, Involuntary Termination (Not for Cause), Voluntary Termination and Termination for Cause with respect to Mr. Szafran see discussion under Payments Made Upon Termination or Change in Control.

We entered into an Employment Agreement with Mr. DiBari on March 11, 2008 which provides that he will be paid an annual base salary of $285,000 and will be eligible to participate in and earn an annual bonus pursuant to our MIP. No annual cash bonus is guaranteed, but Mr. DiBari is eligible for a target bonus equal to 50% of his base salary and a maximum bonus equal to 150% of his base salary. In addition to the above, when Mr. DiBari joined us, we agreed to pay him a sign-on bonus of $45,000 and we granted him an option to purchase 300,000 Common Shares. The option vests in five equal annual installments beginning on March 24, 2009 and has an exercise price of $.79 per share.

Mr. DiBari participates in the 2009 MIP and 2009 Performance Plus Bonus described in detail in the Compensation Discussion and Analysis. For information on Potential Payments Upon Change of Control, Retirement, Death or Disability, Involuntary Termination (Not for Cause), Voluntary Termination and Termination for Cause with respect to Mr. DiBari see discussion under Payments Made Upon Termination or Change in Control.

We entered into an Employment Agreement with Mr. LaBonte on December 27, 1999 which provides that he will be paid an annual base salary of $221,400 and will be eligible to participate in and earn an annual bonus pursuant to our MIP. No annual cash bonus is guaranteed, but Mr. LaBonte is eligible for a target bonus equal to 40% of his base salary and a maximum bonus equal to 60% of his base salary. In addition to the above, when Mr. LaBonte entered into this Employment Agreement, we granted him an option to purchase 15,000 Common Shares. The option vests in five equal annual installments beginning on January 10, 2001 and has an exercise price of $11.625 per share.

Mr. LaBonte participates in the 2009 MIP and 2009 Performance Plus Bonus described in detail in the Compensation Discussion and Analysis. For information on Potential Payments Upon Change of Control, Retirement, Death or Disability, Involuntary Termination (Not for Cause), Voluntary Termination and Termination for Cause with respect to Mr. LaBonte see discussion under Payments Made Upon Termination or Change in Control.

We entered into an Employment Agreement with Mr. McDermott on April 12, 2004 which provides that he will be paid an annual base salary of $225,000 and will be eligible to participate in and earn an annual bonus pursuant to our MIP. No annual cash bonus is guaranteed, but Mr. McDermott is eligible for a target bonus equal to 40% of his base salary and a maximum bonus equal to 60% of his base salary. In addition to the above, when Mr. McDermott entered into this Employment Agreement, we granted him an option to purchase 25,000 Common Shares. The option vests in four equal annual installments beginning on April 15, 2005 and has an exercise price of $2.955 per share.

Mr. McDermott participates in the 2009 MIP and 2009 Performance Plus Bonus described in detail in the Compensation Discussion and Analysis. For information on Potential Payments Upon Change of Control, Retirement, Death or Disability, Involuntary Termination (Not for Cause), Voluntary Termination and Termination for Cause with respect to Mr. McDermott see discussion under Payments Made Upon Termination or Change in Control.

2008 Summary Compensation Table

The following table sets forth information with respect to all compensation paid or earned for services rendered to us by the Named Executive Officers during fiscal years 2008, 2007 and 2006. The amounts shown in the table reflect the expense to us for stock awards or stock options expenses, as the case may be, recognized in fiscal years 2008, 2007 and 2006. These amounts were determined in accordance with FAS 123(R), and may include amounts from awards granted prior to years 2008, 2007 and 2006. See “Accounting For Stock-Based Compensation” in Note 3 of the “Notes to Consolidated Financial Statements” in our Form 10-K filed with the SEC on March 13, 2009.

														Stock				Option				All Other
Name and						Salary				Bonus				Awards				Awards				Compensation				Total
Principal Position		Year				($)				($)(1)				($)(2)				($)(3)				($)(4)				($)
Michael P. Marrow			2008				282,692				400,000				—				85,158				3,416				771,267
President, Chief Executive Officer and Director
Andrew B. Szafran (5)			2008				176,538				150,000				—				30,168				4,047				360,753
SVP, Chief Financial Officer
Arthur D. DiBari (6)			2008				208,269				355,308				—				16,855				4,352				584,784
SVP, Operations
David J. LaBonte (7)			2008				250,000				100,000				2,975				26,768				(5,166	)			374,576
VP and General Manager, UPS			2007				262,788				—				27,764				29,322				4,126				324,000
			2006				280,760				35,000				24,942				48,348				11,378				400,428
Mark E. McDermott			2008				276,000				111,333				2,975				56,741				(1,541	)			445,508
VP and CIO			2007				291,346				—				27,764				74,163				12,861				406,134
			2006				264,231				50,000				24,942				77,646				10,063				426,882
Robert J. Keller (8)			2008				199,514				99,462				42,729				52,424				290,558				684,687
Former President, Chief Executive			2007				440,000				—				253,107				311,887				5,477				1,010,471
Officer and Director			2006				428,462				107,732				55,904				311,887				16,634				920,619
George H. Hepburn III (8)			2008				165,375				—				2,975				(7,816	)			188,588				349,121
Former SVP,			2007				315,000				—				27,764				27,892				5,709				376,365
Chief Financial Officer			2006				306,924				35,000				24,942				27,892				9,347				404,105
James M. McClenahan (8)			2008				128,143				—				2,975				(5,397	)			225,976				351,697
Former SVP, Sales and Marketing			2007				315,000				—				27,764				71,240				4,845				418,849
			2006				310,673				35,000				24,942				71,240				7,082				448,937
Pamela R. Schneider (8)			2008				236,604				71,000				2,975				12,491				47,230				370,300
Former SVP, General Counsel and			2007				270,000				—				27,764				27,390				10,458				335,612
Secretary			2006				267,115				35,000				24,942				27,390				10,050				364,497

2008 Grants of Plan-Based Awards

The following table sets forth the number of restricted Common Shares and stock options, if any, granted to the Named Executive Officers during fiscal year 2008 and details concerning each Named Executive Officer’s annual bonus opportunity under the 2008 MIP. For further information see “Compensation Discussion and Analysis — Long-Term Equity Incentives — 2008 Equity Grants to Named Executive Officers” appearing elsewhere in the “Executive Compensation” section of this Proxy Statement.

																												All Other				All Other
																												Stock				Option								Grant Date
																												Awards:				Awards:				Exercise or				Fair Value of
				Estimated Future Payouts Under												Estimated Future Payouts Under												Number of				Number of				Base Price				Stock and
				Non-Equity Incentive Plan Awards (1)												Equity Incentive Plan Awards												Shares of				Securities				of Option				Option
Name and		Grant		Threshold				Target				Maximum				Threshold				Target				Maximum				Stock or Units				Underlying				Awards				Awards
Principal Position		Date		($)				($)				($)				(#)				(#)				(#)				(#)				Options				($/Sh)				($)(2)
Michael P. Marrow					175,000				175,000				350,000
President, Chief Executive Officer		2/25/2008															—				—				—				—				900,000				1.21				506,790
and Director
Andrew B. Szafran					150,000				150,000				240,000
SVP, Chief Financial Officer		5/14/2008															—				—				—				—				450,000				1.10				241,605
Arthur D. DiBari					142,500				142,500				427,500
SVP, Operations		3/24/2008															—				—				—				—				300,000				0.79				110,310
David J. LaBonte					100,000				100,000				150,000
VP and General Manager, UPS																	—				—				—				—				—				—				—
Mark E. McDermott					99,200				99,200				148,800
VP and CIO																	—				—				—				—				—				—				—
Robert J. Keller					330,000				330,000				660,000
Former President, Chief																	—				—				—				—				—				—				—
Executive Officer and Director
George H. Hepburn III					157,500				157,500				252,000
Former SVP, Chief Financial Officer																	—				—				—				—				—				—				—
James M. McClenahan					157,500				157,500				472,500
Former SVP, Sales and Marketing																	—				—				—				—				—				—				—
Pamela R. Schneider					108,000				108,000				162,000
Former SVP, General Counsel and Secretary																	—				—				—				—				—				—				—

Outstanding Equity Awards on December 28, 2008

The following table sets forth information regarding the outstanding equity awards held by the Named Executive Officers as of December 28, 2008. The vesting dates for any equity awards not vested on December 28, 2008 are set forth in the applicable footnotes. Some of the equity awards set forth in this table have vested since the December 28, 2008 effective date of this table as noted in the footnotes.

		Option Awards																				Stock Awards
																														Equity
																														Incentive				Equity
										Equity																				Plan				Incentive Plan
										Incentive																				Awards:				Awards:
										Plan Awards;																				Number of				Market or
										Number of																Market				Unearned				Payout Value
		Number of				Number of				Securities												Number of				Value of				Shares,				of Unearned
		Securities				Securities				Underlying												Shares or				Shares or				Units or				Shares, Units
		Underlying				Underlying				Unexercised												Units of				Units of				Other				or Other
		Unexercised				Unexercised				Unearned				Option								Stock That				Stock That				Rights That				Rights That
		Options				Options				Options				Exercise				Option				Have Not				Have Not				Have				Have
Name and		(#)				(#)				Options				Price				Expiration				Vested				Vested				Not Vested				Not Vested
Principal Position		Exercisable				Unexercisable				(#)				($)				Date				(#)				($)				(#)				($)
Michael P. Marrow			—				900,000	(1)							1.21				2/25/2018				—				—				—				—
President, Chief Executive Officer and Director
Andrew B. Szafran			—				450,000	(2)							1.10				5/14/2018				—				—				—				—
SVP, Chief Financial Officer
Arthur D. DiBari			—				300,000	(3)							0.79				3/24/2018				—				—				—				—
SVP, Operations
David J. LaBonte			68,850				—	(4)							2.98				8/3/2009				—				—				—				—
VP and General			30,000				—								2.34				8/31/2009
Manager, UPS			15,000				—								11.63				1/10/2010
			16,000				—								2.89				12/2/2011
			8,125				—								2.90				1/24/2012
			13,500				—								3.57				8/1/2012
			24,825				—								2.81				2/10/2013
			40,000				—								2.31				3/9/2013
			60,000				120,000								0.86				7/1/2015
Mark E. McDermott			22,504				—	(5)							2.98				8/3/2009				—				—				—				—
VP and CIO			25,000				—								5.88				12/1/2009
			6,500				—								2.90				1/24/2012
			7,500				—								3.57				8/1/2012
			14,040				—								2.81				2/10/2013
			25,000				—								2.86				3/7/2014
			25,000				—								2.96				4/14/2014
			180,000				120,000								1.62				2/8/2015
Robert J. Keller			—				—	(6)							—				—				—				—				—				—
Former President, Chief Executive Officer and Director
George H. Hepburn III			—				—	(7)							—				—				—				—				—				—
Former SVP, Chief Financial Officer
James M. McClenahan			—				—	(8)							—				—				—				—				—				—
Former SVP, Sales and Marketing
Pamela R. Schneider			—				—	(9)							—				—				—				—				—				—
Former SVP, General Counsel and Secretary

Number of

Common Shares

Underlying

Vesting Date & Number of Common Shares

Grant Date

Options

Vesting on Such Date

February 25, 2008

900,000

February 25, 2009

180,000

(Vested)

February 25, 2010

180,000

February 25, 2011

180,000

February 25, 2012

180,000

February 25, 2013

180,000

Number of

Common Shares

Underlying

Vesting Date & Number of Common Shares

Grant Date

Options

Vesting on Such Date

May 14, 2008

450,000

May 14, 2009

90,000

May 14, 2010

90,000

May 14, 2011

90,000

May 14, 2012

90,000

May 14, 2013

90,000

Number of

Common Shares

Underlying

Vesting Date & Number of Common Shares

Grant Date

Options

Vesting on Such Date

March 24, 2008

300,000

March 24, 2009

60,000

(Vested)

March 24, 2010

60,000

March 24, 2011

60,000

March 24, 2012

60,000

March 24, 2013

60,000

Number of

Common Shares

Underlying

Vesting Date & Number of Common Shares

Grant Date

Options

Vesting on Such Date

July 1, 2005

180,000

July 1, 2008

60,000

(Vested)

July 1, 2009

60,000

July 1, 2010

60,000

Number of

Common Shares

Underlying

Vesting Date & Number of Common Shares

Grant Date

Options

Vesting on Such Date

February 8, 2005

300,000

February 8, 2006

60,000

(Vested)

February 8, 2007

60,000

(Vested)

February 8, 2008

60,000

(Vested)

February 8, 2009

60,000

(Vested)

February 8, 2010

60,000

2008 Options Exercised and Stock Vested

The following table sets forth information regarding the stock options exercised and restricted Common Shares vested for each of the Named Executive Officers during fiscal year 2008:

		Option Awards								Stock Awards
		Number of shares				Value				Number of shares				Value
		acquired upon				realized on				acquired on				realized on
Name and		exercise				exercise				vesting				vesting
Principal Position		(#)				($)				(#)				($)
Michael P. Marrow			—				—				—				—
President, Chief Executive Officer and Director
Andrew B. Szafran			—				—				—				—
SVP, Chief Financial Officer
Arthur D. DiBari			—				—				—				—
SVP, Operations
David J. LaBonte			—				—				29,000				29,000
VP and General Manager, UPS
Mark E. McDermott			—				—				29,000				29,000
VP and CIO
Robert J. Keller			—				—				115,000				121,000
Former President, Chief Executive Officer and Director
George H. Hepburn III			120,000				65,680				29,000				29,000
Former SVP, Chief Financial Officer
James M. McClenahan			—				—				29,000				29,000
Former SVP, Sales and Marketing
Pamela R. Schneider			180,000				50,518				29,000				29,000
Former SVP, General Counsel and Secretary