Exhibit 10.15


 


EPIQ
SYSTEMS, INC.


NONQUALIFIED
STOCK OPTION AGREEMENT


 


2004
EQUITY INCENTIVE PLAN


 


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


 


WITNESSETH:


 


WHEREAS, on June 2, 2004,
the Board of Directors of the Company and the Company’s shareholders adopted
the EPIQ Systems, Inc. 2004 Equity Incentive Plan (the “Plan”); and


 


WHEREAS, the Plan provides for granting of nonqualified stock options (“NSOs”)
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 to purchase shares of Company Common Stock (the “Stock”);
and


 


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


 


WHEREAS, the Participant
desires to accept the NSO in accordance with the provisions of the Plan and the
terms and conditions of this Agreement as set forth herein;


 


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. GRANT OF OPTION


 


The Company hereby grants
to the Participant the right and option (the “Option”) to purchase all or any
part of an aggregate of                     
(                )
shares of the Stock of the Company (the “Option Shares”) (such number being
subject to adjustment as provided in Section 11 hereof) on the terms and
conditions set forth herein. This Option is a nonqualified stock option.


 


SECTION 2. PURCHASE PRICE


 


The purchase or exercise
price of the Option Shares shall be                                (                  )
per share, which price represents not less than one hundred percent
(100%) of the Fair Market Value (as defined in Section 14 hereof) of a share of
Stock as of the date of grant of the Option as determined by the Compensation
Committee of the Board of Directors of the Company (“Committee”). The purchase
price is subject to adjustment as provided in Section 11 hereof.


 

















 


SECTION 3. MEDIUM OF PAYMENT


 


The parties agree that
full payment of the purchase price for the Option Shares shall be payable
either:  (i) in cash (including check,
bank draft, money order or wire transfer of immediately available funds), (ii)
by delivery of outstanding mature shares of Stock with a Fair Market Value on
the date of exercise equal to the aggregate exercise price payable with respect
to the Options exercised, (iii) by simultaneous sale through a broker
reasonably acceptable to the Committee of shares of Stock acquired on exercise,
as permitted under Regulation T of the Federal Reserve Board, (iv) by
authorizing the Company to withhold from issuance a number of mature shares of
Stock issuable upon exercise of the options which, when multiplied by the Fair
Market Value of a share of Stock on the date of exercise, is equal to the
aggregate exercise price payable with respect to the options so exercised or
(v) by any combination of the foregoing. Such shares of Stock shall be valued
at their fair market value on the date the Option is exercised in accordance
with the terms of this Agreement.


 


For purposes of clause
(i) and (iv) above, “mature shares” shall mean those shares of Stock tendered
or withheld, as the case may be, in payment of the exercise price (provided
that such tendered/withheld shares of Stock have not been subject to any
substantial risk of forfeiture) that have been owned by Participant for at
least six months prior to the date of exercise.


 


SECTION 4. OPTION TERM AND
TERMINATION


 


(a)                                  No
part of the Option shall be exercised after ten (10) years from the date
hereof.


 


(b)                                 All
rights to exercise the Option hereunder shall be either terminated or forfeited
in accordance with the following provisions:


 


(i)                                     Death
or Disability. If Participant ceases to be a director, officer or employee of the Company and any Subsidiary due
to death or Disability (as defined under the Plan), (A) all of the Participant’s
Option Shares that were exercisable on the date of death or Disability shall
remain exercisable for, and shall otherwise terminate at the end of, a period
of one year from the date of such death or Disability, but in no event after
the expiration date of the Option Shares; provided that, in the case of
Disability, the participant does not engage in Competition (as defined under
the Plan) during such one year period unless he or she received written consent
to do so from the Board of Directors or the Committee, and (B) all of the
Participant’s Option Shares that were not exercisable on the date of death or
Disability shall be forfeited immediately upon such death or Disability;
provided, however, that such Option Shares may become fully vested and
exercisable in the discretion of the Committee.


 


(ii)                                  Retirement.
If a Participant ceases to be a director,
officer or employee of the Company
and any Subsidiary upon the occurrence of his or her Retirement (as defined
under the Plan), (A) all of the Participant’s Option Shares that were
exercisable on the date of Retirement shall remain exercisable for, and shall
otherwise terminate at the end of, a period of 90 days after the date of
Retirement, but in no event after the expiration date of the Option Shares;
provided that the Participant does not engage in Competition during such 90-day
period unless he or she receives written consent to do so from the Board of
Directors or the Committee, and (B) all of the Participant’s Option Shares that
were not exercisable on the date of Retirement shall be forfeited immediately
upon such Retirement; provided, however, that such Option Shares may become
fully vested and exercisable in the discretion of the Committee.


 


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(iii)                               Discharge
for Cause. If a Participant ceases to be a director, officer or employee
of, or to perform other services for, the Company or a Subsidiary due to Cause
(as defined under the Plan), or if a Participant does not become a director,
officer or employee of, or does not begin performing other services for, the
Company or a Subsidiary for any reason, all of the Participant’s Option Shares
shall expire and be forfeited immediately upon such cessation or
non-commencement, whether or not then exercisable.


 


(iv)                              Other
Termination. Unless otherwise determined by the Committee, if a Participant
ceases to be a director, officer or employee of the Company or a Subsidiary for
any reason other than death, Disability, Retirement or Cause, (A) all of the
Participant’s Option Shares that were exercisable on the date of such cessation
shall remain exercisable for, and shall otherwise terminate at the end of, a
period of 30 days after the date of such cessation, but in no event after the
expiration date of the Option Shares; provided that the Participant does not
engage in Competition during such 30-day period unless he or she receives
written consent to do so from the Board of Directors or the Committee, and (B)
all of the Participant’s Option Shares that were not exercisable on the date of
such cessation shall be forfeited immediately upon such cessation.


 


SECTION 5. TIME OF EXERCISE


 


(a)                                  [Insert
vesting schedule]


 


(b)                                 The Option or any installment of the
Option, as described in (a) above, which has become exercisable, may be
exercised at any time from time to time (so long as the term of the Option or
such installment thereof has not expired), as to all or any part thereof;
provided, that the Option may not be exercised for a fractional share of Stock.


 


(c)                                  Notwithstanding
anything to the contrary set forth in Section 5(a) above, if there is a Change
in Control of the Company (as defined under the Plan), all of the Participant’s
Option Shares shall become fully vested and exercisable upon such Change in
Control and shall remain so until the expiration date of the Option Shares,
whether or not the Participant is subsequently terminated.


 


SECTION 6. METHOD OF EXERCISE AND
ISSUANCE OF SHARES


 


(a)                                  Each
exercise of the Option, or all or any portion of an installment thereof, shall
be by written notice of exercise delivered to the President or Chief Financial
Officer of the Company at the Company’s principal place of business specifying
the number of shares of Stock to be purchased and accompanied by payment in the
manner elected in Section 3 hereof.


 


(b)                                 As
soon as practicable after any such exercise in accordance with the foregoing
provisions, the Company shall deliver certificate(s) to the Participant
representing the Stock which relates to such exercise.


 


SECTION 7. NONTRANSFERABILITY


 


The Option, and all
rights and privileges hereunder, shall be 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, nor shall they be pledged or hypothecated in any way,
and 


 


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shall be exercisable only
by the Participant (or his/her permissible assigns as defined hereunder) during
his lifetime.


 


SECTION 8. SHARE AUTHORIZATIONS,
CONSENTS, ETC.


 


The Company, during the
term of the Option, will have a sufficient number of shares of Stock authorized
to satisfy this Option. The Company will seek to obtain from each regulatory
commission or agency having jurisdiction, such authority as may be required to
issue and sell Stock to satisfy the Option. The inability of the Company to
obtain from any such regulatory commission or agency authority, which counsel
for the Company deems necessary for the lawful issuance and sale of the Stock
to satisfy the Option, shall relieve the Company from any liability for failure
to issue and sell stock to satisfy the Option until such time as such authority
is obtained.


 


SECTION 9. INVESTMENT
REPRESENTATIONS


 


The Participant may be
required, if it is deemed necessary in the opinion of counsel of the Company,
to represent to the Company at the time of exercise that it is his intention to
acquire the Stock for his private investment only and not for resale or
distribution to the public. The Company may stamp any certificate representing
such Stock with a legend to the effect that such Stock has not been registered
under the Securities Act of 1933 and that it may not be sold or transferred
until so registered, or until an opinion of counsel satisfactory to the Company
is received to the effect that such registration is not necessary. In the event
any Stock issued pursuant to this Plan is registered under the Securities Act
of 1933, as amended, then the investment representations and restrictions
imposed pursuant to federal securities law shall automatically be inoperative
with respect to such Stock. Nothing herein shall be deemed to obligate the
Company to so register any of such Stock.


 


SECTION 10. RIGHTS AS STOCKHOLDER


 


The Participant shall
have no rights as a stockholder with respect to any Stock issuable pursuant to
this Option until the certificate(s) representing such Stock shall have been
issued and delivered to him. No adjustment shall be made for dividends or other
rights for which the record date is prior to the date such Stock certificate(s)
is delivered to the Participant.


 


SECTION 11. CHANGES IN CAPITAL
STRUCTURE


 


(a)                                  The
Option granted hereunder shall be subject to adjustment by the Committee as to
the number and price of shares subject to such Option in the event of changes
in the outstanding shares of Stock by reason of stock dividends, stock splits,
recapitalizations, reorganizations, mergers, consolidations, combinations,
exchanges, or other relevant changes in capitalization occurring after the date
of grant of the Option. In the event of any such change in the outstanding
shares of Stock, the aggregate number of Option Shares, which remain
outstanding, and the exercise price thereof, under this Agreement shall be
approximately adjusted by the Committee, whose determination shall be
conclusive.


 


(b)                                 Except
as otherwise expressly provided herein, the issuance by the Company of shares
of its capital stock of any class, or securities convertible into shares of
capital stock of any class, either in connection with a direct sale or upon the
exercise of rights or warrants to subscribe therefor, or upon conversion of
shares or obligations of the Company convertible into such shares or other
securities, shall not affect, and no adjustment by reason thereof shall be made
with respect to, the number or exercise price of the shares of Stock then
subject to Option granted hereunder.


 


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(c)                                  Without
limiting the generality of the foregoing, the Option granted hereunder shall
not affect in any manner the right or power of the Company to make, authorize
or consummate (i) any or all adjustments, recapitalizations, reorganizations or
other changes in the Company’s capital structure or its business; (ii) any
merger or consolidation of the Company; (iii) any issue by the Company of debt
securities, or preferred or preference stock that would rank above the shares
of Stock subject to Option; (iv) the dissolution or liquidation of the Company;
(v) any sale, transfer or assignment of all or any part of the assets or
business of the Company; or (vi) any other corporate act or proceedings,
whether of a similar character or otherwise.


 


SECTION 12. CONTINUATION OF
EMPLOYMENT


 


Nothing
herein shall confer upon the Participant any right to continued employment, if
applicable, or interfere with the right of the Company or a Subsidiary to
terminate his/her employment at any time, for any reason.


 


SECTION 13. TAX TREATMENT AND
WITHHOLDING TAXES


 


The Company intends that
the Option will be considered a nonstatutory stock option under the Internal
Revenue Code of 1986, as amended. The Company has the right to require the
Participant or Participant’s permitted successor in interest to pay to the
Company the amount of any taxes which the Company may be required to withhold
with respect to such Option Shares.


 


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


 


SECTION 14. FAIR MARKET VALUE


 


As used herein, the Fair
Market Value shall be the officially quoted closing selling price of the stock
(or if no selling price is quoted, the bid price) on the principal securities
exchange on which the Stock is then listed for trading (including for this
purpose the Nasdaq National Market) (the “Market”) for the applicable trading
day or, if the Stock is not then listed or quoted in the Market, the Fair
Market Value shall be the fair value of the Stock determined in good faith by
the Committee; provided, however, that when shares received upon exercise of an
Option are immediately sold in the open market, the net sale price received may
be used to determine the Fair Market Value of any shares used to pay the
exercise price or applicable withholding taxes and to compute the withholding
taxes.


 


SECTION 15. GOVERNING LAW


 


This Agreement shall be subject to, and governed by, the Laws of the
State of Delaware irrespective of the fact that one or more of the parties now
is, or may become, a resident of a different state.


 


SECTION 16. CONSTRUCTION


 


In the event any parts of
this Agreement are found to be void, the remaining provisions of this Agreement
shall nevertheless be binding with the same effect as though the void parts
were deleted. Capitalized terms not defined herein shall have those meanings
assigned to them in the Plan.


 


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SECTION 17. 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 18. THE PLAN


 


The Option 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 the
Option, without his 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 the Option. 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.


 


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


 


	
  EPIQ SYSTEMS, INC.

  	
   

  	
   

  
	
  “Company”

  	
   

  	
  “Participant”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
					



 


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