Exhibit 10.1


 


IN
THE UNITED STATES DISTRICT COURT


 


DISTRICT
OF KANSAS


 


	
  ALASKA ELECTRICAL PENSION
  FUND, 

  	
  )

  	
   

  
	
  Derivatively on Behalf of
  EPIQ SYSTEMS,

  	
  )

  	
   

  
	
  INC.,

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  Plaintiff,

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  vs.

  	
  )

  	
  Civil Action
  No. 2:08-cv-02344-CM-JPO

  
	
   

  	
  )

  	
   

  
	
  TOM
  W. OLOFSON, et al.,

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  Defendants,

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  —
  and —

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  EPIQ SYSTEMS, INC., a
  Missouri 

  	
  )

  	
   

  
	
  corporation,

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  Nominal Defendant.

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  



 


ORDER OF DISMISSAL WITH PREJUDICE AND FINAL JUDGMENT


 


This matter is before the
court on the application of the parties for approval of the settlement (“Settlement”)
set forth in the Stipulation of Settlement dated April 27, 2010 (the “Stipulation”).
Due and adequate notice having been given to the current Epiq
Systems, Inc. (“Epiq”) shareholders as required in the Court’s Order dated
June 22, 2010, and the Court having considered all papers filed and
proceedings had herein and otherwise being fully informed in the premises and
good cause appearing therefore, IT IS HEREBY ORDERED, ADJUDGED AND DECREED
that:


 


1.               This Judgment
incorporates by reference the definitions in the Stipulation, and all
capitalized terms contained herein shall have the same meanings as set forth in
the Stipulation (in addition to those capitalized terms defined herein).


 

















 


2.               This Court has
jurisdiction over the subject matter of the Action, including all matters
necessary to effectuate the Settlement, and over all parties to the Action,
including Plaintiff, Epiq shareholders, and the Defendants.


 


3.               The Action and
all claims contained therein, as well as all of the Released Claims, are
dismissed with prejudice. As between Plaintiff and Defendants, the parties are
to bear their own costs, except as otherwise provided in the Stipulation.


 


4.               The Court finds
that the terms of the Stipulation and Settlement are fair, reasonable and
adequate as to each of the Settling Parties, and hereby finally approves the
Stipulation and Settlement in all respects, and orders the Settling Parties to
perform the Settlement terms to the extent the Settling Parties have not
already done so.


 


5.               Upon the
Effective Date, Plaintiff (acting on its own behalf and derivatively on behalf
of Epiq) and Epiq shall have, and each Epiq shareholder shall be deemed to have
and by operation of the Judgment shall have, fully, finally, and forever
released, relinquished and discharged the Released Claims (including Unknown
Claims) against the Released Persons. Nothing herein shall in any way impair or
restrict the rights of any Settling Party to enforce the terms of the
Stipulation.


 


6.               Upon the
Effective Date, each of the Released Persons shall be deemed to have, and by
operation of this Judgment shall have, fully, finally, and forever released,
relinquished and discharged Plaintiff and Plaintiff’s Counsel from all claims
(including Unknown Claims) arising out of, relating to, or in connection with,
the institution, prosecution, assertion, settlement or resolution of the Action
or the Released Claims. Nothing herein shall in any way impair or restrict the
rights of any Settling Party to enforce the terms of the Stipulation.


 


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7.               The Court finds
that the notice given to current Epiq shareholders was the best notice
practicable under the circumstances. Said notice fully satisfied the requirements
of Federal Rule of Civil Procedure 23.1 and the requirements of due
process.


 


8.               The Court
hereby approves the Fee and Expense Award to Plaintiff’s Counsel in accordance
with the Stipulation and finds that such fee is fair and reasonable.


 


9.               The Court finds
that, during the course of the litigation of the Action, the Settling Parties
and their respective counsel at all times complied with the requirements of
Federal Rule of Civil Procedure 11 and all other similar laws.


 


10.         Neither the
Stipulation nor the Settlement, nor any act performed or document executed
pursuant to or in furtherance of the Stipulation or the Settlement: (a) is
or may be deemed to be or may be offered, attempted to be offered or used in
any way by the Settling Parties as a presumption, a concession or an admission
of, or evidence of, (i) any fault, wrongdoing or liability of the
Defendants, or (ii) the validity of any Released Claims; or (b) is
intended by the Settling Parties to be offered or received as evidence or used
by any other person in any other actions or proceedings, whether civil,
criminal or administrative. Released Persons may file the Stipulation and/or
this Judgment in any action that may be brought against them in order to
support a defense or counterclaim based on principles of res judicata, collateral estoppel, full
faith and credit, release, good faith settlement, judgment bar or reduction, or
any other theory of claim preclusion or issue preclusion or similar defense or
counterclaim.


 


11.         Without
affecting the finality of this Judgment in any way, this Court hereby retains
continuing jurisdiction over the Action and the parties to the Stipulation to
enter any further orders as may be necessary to effectuate the Stipulation, the
Settlement provided for therein and the provisions of this Judgment.


 


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12.         In the event
that the Settlement does not become effective in accordance with the terms of
the Stipulation, this Final Judgment and Order shall be vacated, and all orders
entered and releases delivered in connection with the Stipulation and this
Final Judgment and Order shall be null and void, except as otherwise provided
for in the Stipulation.


 


13.         This Judgment
is a final, appealable judgment and should be entered forthwith by the Clerk in
accordance with Rule 58, Federal Rules of Civil Procedure.


 


IT IS SO ORDERED.


 


DATED this 24th day of
August, 2010 at Kansas City, Kansas.


 


 


	
   

  	
  s/ Carlos Murguia

  
	
   

  	
  CARLOS MURGUIA

  
	
   

  	
  United States District
  Judge

  



 


The Stipulation of Settlement is
incorporated herein by reference to Exhibit 99.1 of the Company’s Current
Report on Form 8-K filed with the SEC on April 27, 2010.


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