**Exhibit 10.15**

 

**EPIQSYSTEMS, INC.**

**NONQUALIFIEDSTOCK OPTION AGREEMENT**

 

**2004EQUITY INCENTIVE PLAN**

 

THIS STOCK OPTIONAGREEMENT (“Agreement”) is made as of this                day of                                 ,**20      **,by and between **EPIQ SYSTEMS, INC.**, a Missouricorporation (the “Company”), and                                                ****(the “Participant”).

 

WITNESSETH:

 

WHEREAS, on June 2, 2004,the Board of Directors of the Company and the Company’s shareholders adoptedthe 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 (includingnon-employee officers) and employees of, and other individuals performingservices for, or to whom an offer of employment has been extended by, theCompany and its Subsidiaries to purchase shares of Company Common Stock (the “Stock”);and

 

WHEREAS, the Company hasdesignated the Participant as a participant of the Plan who is eligible for agrant of a NSO under the Plan and desires to grant to the Participant a NSO inaccordance with purposes and provisions of the Plan and the terms andconditions of this Agreement as set forth herein;

 

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

 

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

 

**SECTION 1. GRANT OF OPTION**

 

The Company hereby grantsto the Participant the right and option (the “Option”) to purchase all or anypart of an aggregate of**                    (                **)shares of the Stock of the Company (the “Option Shares”) (such number beingsubject to adjustment as provided in Section 11 hereof) on the terms andconditions set forth herein. This Option is a nonqualified stock option.

 

**SECTION 2. PURCHASE PRICE**

 

The purchase or exerciseprice 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 ofStock as of the date of grant of the Option as determined by the CompensationCommittee of the Board of Directors of the Company (“Committee”). The purchaseprice is subject to adjustment as provided in Section 11 hereof.

 

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**SECTION 3. MEDIUM OF PAYMENT**

 

The parties agree thatfull payment of the purchase price for the Option Shares shall be payableeither:  (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 onthe date of exercise equal to the aggregate exercise price payable with respectto the Options exercised, (iii) by simultaneous sale through a brokerreasonably acceptable to the Committee of shares of Stock acquired on exercise,as permitted under Regulation T of the Federal Reserve Board, (iv) byauthorizing the Company to withhold from issuance a number of mature shares ofStock issuable upon exercise of the options which, when multiplied by the FairMarket Value of a share of Stock on the date of exercise, is equal to theaggregate exercise price payable with respect to the options so exercised or(v) by any combination of the foregoing. Such shares of Stock shall be valuedat their fair market value on the date the Option is exercised in accordancewith the terms of this Agreement.

 

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

 

**SECTION 4. OPTION TERM ANDTERMINATION**

 

(a)                                  Nopart of the Option shall be exercised after ten (10) years from the datehereof.

 

(b)                                 Allrights to exercise the Option hereunder shall be either terminated or forfeitedin accordance with the following provisions:

 

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

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### (ii)                                  Retirement.If a Participant ceases to be a director,officer or employee of****the Companyand any Subsidiary upon the occurrence of his or her Retirement (as definedunder the Plan), (A) all of the Participant’s Option Shares that wereexercisable on the date of Retirement shall remain exercisable for, and shallotherwise terminate at the end of, a period of 90 days after the date ofRetirement, but in no event after the expiration date of the Option Shares;provided that the Participant does not engage in Competition during such 90-dayperiod unless he or she receives written consent to do so from the Board ofDirectors or the Committee, and (B) all of the Participant’s Option Shares thatwere not exercisable on the date of Retirement shall be forfeited immediatelyupon such Retirement; provided, however, that such Option Shares may becomefully vested and exercisable in the discretion of the Committee.

 

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### (iii)                               Dischargefor Cause. If a Participant ceases to be a director, officer or employeeof, 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, theCompany or a Subsidiary for any reason, all of the Participant’s Option Sharesshall expire and be forfeited immediately upon such cessation ornon-commencement, whether or not then exercisable.

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### (iv)                              OtherTermination. Unless otherwise determined by the Committee, if a Participantceases to be a director, officer or employee of the Company or a Subsidiary forany reason other than death, Disability, Retirement or Cause, (A) all of theParticipant’s Option Shares that were exercisable on the date of such cessationshall remain exercisable for, and shall otherwise terminate at the end of, aperiod of 30 days after the date of such cessation, but in no event after theexpiration date of the Option Shares; provided that the Participant does notengage in Competition during such 30-day period unless he or she receiveswritten 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 ofsuch cessation shall be forfeited immediately upon such cessation.

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**SECTION 5. TIME OF EXERCISE**

 

(a)                                  [Insertvesting schedule]

 

(b)                                 The Option or any installment of theOption, as described in (a) above, which has become exercisable, may beexercised at any time from time to time (so long as the term of the Option orsuch 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)                                  Notwithstandinganything to the contrary set forth in Section 5(a) above, if there is a Changein Control of the Company (as defined under the Plan), all of the Participant’sOption Shares shall become fully vested and exercisable upon such Change inControl 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 ANDISSUANCE OF SHARES**

 

(a)                                  Eachexercise of the Option, or all or any portion of an installment thereof, shallbe by written notice of exercise delivered to the President or Chief FinancialOfficer of the Company at the Company’s principal place of business specifyingthe number of shares of Stock to be purchased and accompanied by payment in themanner elected in Section 3 hereof.

 

(b)                                 Assoon as practicable after any such exercise in accordance with the foregoingprovisions, the Company shall deliver certificate(s) to the Participantrepresenting the Stock which relates to such exercise.

 

**SECTION 7. NONTRANSFERABILITY**

 

The Option, and allrights and privileges hereunder, shall be nonassignable and nontransferable bythe 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 aParticipant’s Family Member (as defined under the Plan) by gift or a qualifieddomestic relations order, nor shall they be pledged or hypothecated in any way,and 

 

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shall be exercisable onlyby the Participant (or his/her permissible assigns as defined hereunder) duringhis lifetime.

 

**SECTION 8. SHARE AUTHORIZATIONS,CONSENTS, ETC.**

 

The Company, during theterm of the Option, will have a sufficient number of shares of Stock authorizedto satisfy this Option. The Company will seek to obtain from each regulatorycommission or agency having jurisdiction, such authority as may be required toissue and sell Stock to satisfy the Option. The inability of the Company toobtain from any such regulatory commission or agency authority, which counselfor the Company deems necessary for the lawful issuance and sale of the Stockto satisfy the Option, shall relieve the Company from any liability for failureto issue and sell stock to satisfy the Option until such time as such authorityis obtained.

 

**SECTION 9. INVESTMENTREPRESENTATIONS**

 

The Participant may berequired, 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 toacquire the Stock for his private investment only and not for resale ordistribution to the public. The Company may stamp any certificate representingsuch Stock with a legend to the effect that such Stock has not been registeredunder the Securities Act of 1933 and that it may not be sold or transferreduntil so registered, or until an opinion of counsel satisfactory to the Companyis received to the effect that such registration is not necessary. In the eventany Stock issued pursuant to this Plan is registered under the Securities Actof 1933, as amended, then the investment representations and restrictionsimposed pursuant to federal securities law shall automatically be inoperativewith respect to such Stock. Nothing herein shall be deemed to obligate theCompany to so register any of such Stock.

 

**SECTION 10. RIGHTS AS STOCKHOLDER**

 

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

 

**SECTION 11. CHANGES IN CAPITALSTRUCTURE**

 

(a)                                  TheOption granted hereunder shall be subject to adjustment by the Committee as tothe number and price of shares subject to such Option in the event of changesin 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 dateof grant of the Option. In the event of any such change in the outstandingshares of Stock, the aggregate number of Option Shares, which remainoutstanding, and the exercise price thereof, under this Agreement shall beapproximately adjusted by the Committee, whose determination shall beconclusive.

 

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

 

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(c)                                  Withoutlimiting the generality of the foregoing, the Option granted hereunder shallnot affect in any manner the right or power of the Company to make, authorizeor consummate (i) any or all adjustments, recapitalizations, reorganizations orother changes in the Company’s capital structure or its business; (ii) anymerger or consolidation of the Company; (iii) any issue by the Company of debtsecurities, or preferred or preference stock that would rank above the sharesof 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 orbusiness of the Company; or (vi) any other corporate act or proceedings,whether of a similar character or otherwise.

 

**SECTION 12. CONTINUATION OFEMPLOYMENT**

 

Nothingherein shall confer upon the Participant any right to continued employment, ifapplicable, or interfere with the right of the Company or a Subsidiary toterminate his/her employment at any time, for any reason.

 

**SECTION 13. TAX TREATMENT ANDWITHHOLDING TAXES**

 

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

 

The foregoing is notintended as tax advice to the Participant. The Participant should consult hisown tax advisor.

 

**SECTION 14. FAIR MARKET VALUE**

 

As used herein, the FairMarket 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 securitiesexchange on which the Stock is then listed for trading (including for thispurpose the Nasdaq National Market) (the “Market”) for the applicable tradingday or, if the Stock is not then listed or quoted in the Market, the FairMarket Value shall be the fair value of the Stock determined in good faith bythe Committee; provided, however, that when shares received upon exercise of anOption are immediately sold in the open market, the net sale price received maybe used to determine the Fair Market Value of any shares used to pay theexercise price or applicable withholding taxes and to compute the withholdingtaxes.

 

**SECTION 15. GOVERNING LAW**

 

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

 

**SECTION 16. CONSTRUCTION**

 

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

 

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**SECTION 17. BINDING EFFECT**

 

This Agreement shallinure to the benefit of and be binding on the parties hereto and theirrespective 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 andconditions of the Plan as the same shall be amended from time to time inaccordance with the terms thereof, but, unless otherwise provided by the Plan,no such amendment shall adversely affect the Participant’s rights under theOption, 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 provisionsof the Plan and the Option. A copy of the Plan in its present form is availablefor inspection by the Participant during business hours at the principal officeof the Company.

 

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

 
| EPIQ SYSTEMS, INC.  |   |                    |
|---------------------|--------|-------------------------|
| “Company” |   | “Participant” |
|                |   |                    |
|                |   |                    |
| By:                 |   |                    |   |   |
| Name:               |   |                    |
| Title:              |   |                    |
|                     |        |                         |  |  |

 

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