Exhibit
10.1


Executive Committee


Qualified
Executive Performance Plan


The Compensation
Committee (“Committee”) embraces a philosophy and guiding principles designed
to achieve enhancement of long-term shareholder value.  In line with these objectives, the compensation
program for senior corporate executive officers (the “Executive Committee”)
consists of (i) base salary, (ii) annual incentive compensation consisting of a
cash bonus if designated performance objectives are achieved, and (iii)
long-term incentive opportunity composed of equity based awards related to
enhancing the ongoing well being of the organization.


In addition to the
performance objectives as set forth in the Strategic Executive Incentive Plan,
the Committee has established pursuant to the Epiq Systems, Inc. Amended and
Restated 2004 Equity Incentive Plan (“2004 Plan”) this Qualified Executive
Performance Plan (the “Performance Plan”) for Eligible Employees.


Eligible Employees


·                  Epiq Systems, Inc. Chief Executive
Officer


·                  Epiq Systems, Inc. Chief Operating
Officer


·                  Epiq
Systems, Inc. Chief Financial Officer


Section 162(m)


This Performance Plan is
intended to comply with the requirements of IRC Section 162(m).  The Committee must certify in writing the
attainment of performance goals set forth herein prior to the payment of
awards.


Plan Components:


This Plan shall consist
of two subplans:


·                  Financial Objectives Subplan


·                  Acquisition/Divesture
Objectives Subplan


Satisfaction of the
criteria under either subplan is independent of whether or not the criteria for
the other subplan are satisfied.


Method of Payout


Payouts earned under this
Performance Plan are payable in cash at the direction and sole discretion of
the Committee.  Amounts awarded under
this Qualified Performance Plan are made under the 2004 Plan. This Performance
Plan is entirely independent of any other executive 



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compensation plan the
Committee may establish from time to time, and payment under any other plan is
not and will not be contingent on the satisfaction or non-satisfaction of the
terms of this plan.


Payout Pool


The Payout Pool
(consisting of the combined amount payable under both the Financial Objectives
Subplan and the Acquisition/Divestures Objectives Subplan) shall be paid as
follows:


	
  

  	
   ·

  	
  Chief Executive Officer

  	
   

  	
  35%

  	
   

  	
   

  
	
   

  	
   ·

  	
  Chief Operating
  Officer

  	
   

  	
  35%

  	
   

  	
   

  
	
   

  	
   ·

  	
  Chief Financial Officer

  	
   

  	
  30%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



The maximum payable to
any Eligible Employee in a calendar year shall be three times each Eligible
Employee’s annual base salary (up to a maximum of $1,000,000) effective as of
January 1 of each calendar year, which is the first day of each calendar year’s
Performance Plan’s performance period.


No individual will
receive a payment under the Performance Plan greater than the dollar amount
specified above, or his or her assigned percentage of the payout pool,
whichever is less.  All payout amounts
represent the maximum that may be allocated to the payout pool on satisfaction
of the related performance criteria.  The
Committee, in its sole discretion, may reduce or eliminate any or all amounts
allocated to the payout pool regardless of whether the related criteria were
satisfied.


Performance Criteria


A list of performance
criteria on which the Performance Plan may be based is set forth in Section 9
of the 2004 Plan.


Financial Objectives Subplan


The performance criteria,
for a calendar year period under this subplan shall consist of one or more of
the performance criteria as set forth in section 9 of the 2004 Plan.  The selection of the performance criteria and
the payout pool related to the achievement of the established criteria shall be
adopted each year by resolution of the Committee.


Acquisition/Divesture Objectives
Subplan


The Committee has
determined that organic expansion and potential acquisitions and divestures are
a critical component relative to the attainment of strategic objectives for the
company.  Separate performance goals are
set forth below.



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The performance criteria
under this subplan shall consist of:


·                  the acquisition or divesture of a business
or portion of a business; and


·                  such
acquisition or divesture having been approved by the Board on or prior to the
acquisition or divesture date.


For those acquisitions or
divestures for which the above criteria is satisfied prior to the end of the calendar
year, an amount up to 4% of the Purchase Price or Gross Selling Price may be
added to the annual Payout Pool for such calendar year.



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