Exhibit 10.1


 


EPIQ SYSTEMS, INC.


RESTRICTED STOCK AWARD AGREEMENT


 


2004 EQUITY INCENTIVE PLAN


 


THIS
RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”),
is made as of this          day of
            ,
20    , by and between EPIQ SYSTEMS, INC.,
a Missouri corporation (the “Company”), and
                                                      
(“Participant”).


 


WITNESSETH:


 


WHEREAS,
the Board of Directors of the Company has adopted the Epiq Systems, Inc.
2004 Equity Inventive Plan and certain amendments thereto (the “Plan”), and the shareholders of the Company approved the
Plan on June 2, 2004, and certain amendments thereto on June 7, 2006;
and


 


WHEREAS,
the Plan provides for the granting of restricted stock awards to those
directors (including Non-Employee Directors), officers (including non-employee
officers) and employees of, and other individuals performing services for, or
to whom an offer of employment has been extended by, the Company and its
Subsidiaries in accordance with the terms and provisions of the Plan; and


 


WHEREAS,
the Committee has designated the Participant as a participant of the Plan who
is eligible for a grant of restricted stock under the Plan and desires to grant
to the Participant a restricted stock award in accordance with the purposes and
provisions of the Plan and the terms and conditions of this Agreement as set
forth herein; and


 


WHEREAS,
the Participant desires to accept this award of restricted stock in accordance
with the provisions of the Plan and the terms and conditions of this Agreement;


 


AGREEMENT:


 


NOW,
THEREFORE, in consideration of the mutual covenants hereinafter set forth and
for other good and valuable consideration, the parties agree as follows:


 


SECTION 1.  RESTRICTED
STOCK AWARD.


 


The
Committee awards to Participant                         
(                      )
shares of Common Stock of the Company, par value $0.01 per share (“Common Stock”), subject to the terms,
conditions and restrictions set forth in this Agreement and the Plan (the “Restricted Stock”).


 


SECTION 2.  RESTRICTIONS, NONTRANSFERABILITY.


 


                The Restricted Stock, and all
rights and privileges hereunder, are restricted, nonassignable and
nontransferable by the Participant, either voluntarily or by operation of law
except (i) by will, (ii) by operation of the laws of descent and
distribution, or (iii) to a Participant’s Family Member (as defined under
the Plan) by gift or a qualified domestic relations order, and shall not be
pledged or hypothecated in any way, until the restrictions are removed or expire
as described in Section 4.  Any attempt to sell, assign, margin,
transfer, encumber, convey, give, alienate, hypothecate, pledge or otherwise
dispose of the shares of Restricted Stock while restricted will be void and
ineffective and will give no right to any 


 

















purported
transferee, and may, at the discretion of the Committee, result in forfeiture
of those shares of Restricted Stock.


 


SECTION 3.  OTHER CONDITIONS.


 


(a)           Par Value.  Participant agrees to pay the Company the
aggregate par value of the Shares of Restricted Stock granted pursuant to this
Agreement within ten days of the date of grant.


 


(b)           Termination of Employment.  At such time as Participant ceases to be, or
in the event Participant does not become, a director, officer or employee of,
or otherwise perform services for, the Company or Subsidiaries for any reason,
other than due to Participant’s death or Disability, all Unvested Shares will
be immediately forfeited to the Company and Participant will have no rights
therein.  If Participant’s employment or
other service to the Company is terminated due to Participant’s death or
Disability, all of Participant’s Unvested Shares will immediately become Vested
Shares.


 


(c)           Change in Control.  Immediately prior to a Change in Control, all
restrictions on the Unvested Shares will lapse and thereafter the remaining
Unvested Shares will vest, free of all restrictions.


 


SECTION 4.  VESTING.


 


Throughout
the time Participant remains continuously employed by the Company or a
Subsidiary, or continues to serve as a director of or provide other services to
the Company, shares of Restricted Stock awarded under this Agreement will vest
(“Vested Shares”) in accordance with the
following table:


 


	
  Date of Vesting

  	
   

  	
  Number of Vested Shares

  
	
                        
      , 20

  	
   

  	
   

  	
  Vested
  Shares

  
	
                        
      , 20

  	
   

  	
   

  	
  additional
  Vested Shares

  
	
                        
      , 20

  	
   

  	
   

  	
  additional
  Vested Shares

  
	
                        
      , 20

  	
   

  	
   

  	
  additional
  Vested Shares

  



 


The
shares of Restricted Stock that have not vested (“Unvested
Shares”) will remain subject to forfeiture in accordance with Sections 2 and 3 hereof.


 


SECTION 5.  ISSUANCE OF SHARES.


 


(a)           Unvested Shares.  The Company will cause the Restricted Stock
to be issued in the name of Participant by book-entry registration with the
Company’s stock transfer agent.  The
shares of Restricted Stock will be restricted from transfer and may be subject
to an appropriate stop-transfer order. 
Participant agrees, upon the request of the Company, to execute in blank
and to deliver to the Company any related documents as may be deemed advisable
by the Company in order to carry out effectively the provisions of this
Agreement, and, by execution of this Agreement, Participant designates the
Secretary of the Company as his or her attorney in fact, with full power and
authority to execute on Participant’s behalf any of the foregoing documents.


 


(b)           Vested Shares.  After any shares of Restricted Stock vest
pursuant to Section 4, and subject to the
withholding of shares for applicable taxes pursuant to Section 9
hereof, the Company will promptly cause the Vested Shares to be issued in the
name of Participant, either by book-entry registration or issuance of a stock
certificate or certificates evidencing the whole 


 


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Vested Shares (less any Vested Shares withheld to pay withholding
taxes) and will cause any certificate or certificates to be delivered to
Participant or Participant’s designee, free of any restrictive legend or
stop-transfer order.  The Company will
pay to Participant the value of any fractional Vested Shares in cash at the
time the certificates are delivered to Participant.


 


SECTION 6.  RIGHTS
AS A STOCKHOLDER.


 


Participant
is entitled to all the rights of absolute ownership of the Restricted Stock,
including the right to vote those shares of Restricted Stock and to receive
dividends thereon if, as, and when declared by the Board of Directors of the
Company, subject, however, to the terms, conditions and restrictions described
in the Plan and this Agreement.  If any
dividends or other distributions with respect to the Restricted Stock are paid
in Common Stock or other securities of the Company, that Common Stock or other
securities will be subject to the same restrictions specified in Sections 2, 3 and 4 as the shares
of Restricted Stock with respect to which they are paid.


 


SECTION 7.  CHANGES IN CAPITAL STRUCTURE.


 


In
the event of a reorganization, recapitalization, stock split, stock dividend,
combination of shares, merger, consolidation, distribution of assets, or any
other change in the corporate structure or shares of the Company, the
Restricted Stock granted hereunder shall be subject to adjustment by the
Committee as set forth in Section 15 of the Plan.


 


SECTION 8.  CONTINUATION
OF EMPLOYMENT.


 


Nothing
herein shall confer upon Participant any right to continued employment as a
director, officer or employee of or in the performance of services for the
Company, or interfere with the right of the Company or a Subsidiary to terminate
such employment or performance of services at any time.


 


SECTION 9.  TAX
TREATMENT AND WITHHOLDING TAXES.


 


Participant
acknowledges and agrees that the Company will withhold Vested Shares otherwise
deliverable to Participant under this Agreement in order to pay for any
federal, state or local taxes of any kind required by law to be withheld with
respect to the Restricted Stock or this Award. 
The fair market value of the Vested Shares to be withheld by the Company
will be the Fair Market Value (as defined in the Plan) as of the date the
amount of tax to be withheld is determined. 
In addition, Participant acknowledges and agrees that the Company has
the right, to the maximum extent permitted by law, to deduct from any payment
of any kind (including salary or bonus), other payments or awards otherwise due
to Participant, any taxes described in the previous sentence required by law to
be withheld by the Company with respect to the Restricted Stock or this
Award.  Finally, Participant acknowledges
that he or she is aware that any taxes referred to in this Section 9 may be due upon the vesting
of all or a portion of the Restricted Stock.


 


The
foregoing is not intended as tax advice by the Company to Participant.  The Participant should consult his or her own
tax advisor.


 


SECTION 10.  GOVERNMENT
REGULATIONS, REGISTRATION AND LISTING OF STOCK.


 


This
Agreement, this Award and the Company’s obligation to deliver Common Stock
evidencing the Restricted Stock under this Agreement will be subject to all
applicable federal, state and local laws, rules and regulations and to
such approvals which may be required by regulatory or governmental
agencies.  Participant  represents and covenants that if in the future Participant
decides to offer or dispose 


 


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of
any of the Restricted Stock subject to this Agreement or interest therein,
Participant will do so only in compliance with this Agreement, the Securities
Act of 1933, as amended, and all the applicable state securities laws.


 


SECTION 11.  GOVERNING LAW.


 


This
Agreement will be governed by and construed and enforced in accordance with the
laws of the State of Delaware applicable to agreements made and to be performed
exclusively in the State of Delaware. 
The headings in this Agreement are solely for convenience of reference
and will not affect its meaning or interpretation.


 


SECTION 12.  CONSTRUCTION;
DEFINED TERMS.


 


This
Agreement, together with the Plan, contains a complete statement of all the
arrangements between the Company and Participant with respect to its subject
matter.  If any part of this Agreement is
found to be void or unenforceable, the remaining provisions of this Agreement
shall nevertheless be binding with the same effect as though the void or
unenforceable parts were deleted. 
Capitalized terms not defined herein have the meanings assigned to them
in the Plan.


 


SECTION 13.  BINDING EFFECT.


 


This
Agreement shall inure to the benefit of and be binding on the parties hereto
and their respective heirs, executors, administrators, successors and assigns.


 


SECTION 14.  THE
PLAN.


 


This
Award is subject to, and the Company and the Participant agree to be bound by,
all of the terms and conditions of the Plan as the same shall be amended from
time to time in accordance with the terms thereof, but, unless otherwise
provided by the Plan, no such amendment shall adversely affect the Participant’s
rights under this Award, without his or her consent.  Pursuant to the Plan, the Board or the
Committee, as the case may be, has final authority to construe and interpret
the provisions of the Plan and this Agreement. 
A copy of the Plan in its present form is available for inspection by
the Participant during business hours at the principal office of the Company.


 


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IN WITNESS WHEREOF, the Company has caused
this Restricted Stock Award Agreement to be executed by its duly authorized
officer, and Participant has executed this Agreement, all as of the day and
year first above written.


 


 


	
   

  	
  EPIQ SYSTEMS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Printed Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PARTICIPANT:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Printed Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
						



 


 


 


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