**Exhibit 10.1**

 

INTHE UNITED STATES DISTRICT COURT

 

DISTRICTOF 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 thecourt 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 EpiqSystems, Inc. (“Epiq”) shareholders as required in the Court’s Order datedJune 22, 2010, and the Court having considered all papers filed andproceedings had herein and otherwise being fully informed in the premises andgood cause appearing therefore, IT IS HEREBY ORDERED, ADJUDGED AND DECREEDthat:

 

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

 

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2.               This Court hasjurisdiction over the subject matter of the Action, including all mattersnecessary to effectuate the Settlement, and over all parties to the Action,including Plaintiff, Epiq shareholders, and the Defendants.

 

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

 

4.               The Court findsthat the terms of the Stipulation and Settlement are fair, reasonable andadequate as to each of the Settling Parties, and hereby finally approves theStipulation and Settlement in all respects, and orders the Settling Parties toperform the Settlement terms to the extent the Settling Parties have notalready done so.

 

5.               Upon theEffective Date, Plaintiff (acting on its own behalf and derivatively on behalfof Epiq) and Epiq shall have, and each Epiq shareholder shall be deemed to haveand by operation of the Judgment shall have, fully, finally, and foreverreleased, relinquished and discharged the Released Claims (including UnknownClaims) against the Released Persons. Nothing herein shall in any way impair orrestrict the rights of any Settling Party to enforce the terms of theStipulation.

 

6.               Upon theEffective Date, each of the Released Persons shall be deemed to have, and byoperation 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 Actionor the Released Claims. Nothing herein shall in any way impair or restrict therights of any Settling Party to enforce the terms of the Stipulation.

 

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7.               The Court findsthat the notice given to current Epiq shareholders was the best noticepracticable under the circumstances. Said notice fully satisfied the requirementsof Federal Rule of Civil Procedure 23.1 and the requirements of dueprocess.

 

8.               The Courthereby approves the Fee and Expense Award to Plaintiff’s Counsel in accordancewith the Stipulation and finds that such fee is fair and reasonable.

 

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

 

10.         Neither theStipulation nor the Settlement, nor any act performed or document executedpursuant to or in furtherance of the Stipulation or the Settlement: (a) isor may be deemed to be or may be offered, attempted to be offered or used inany way by the Settling Parties as a presumption, a concession or an admissionof, or evidence of, (i) any fault, wrongdoing or liability of theDefendants, or (ii) the validity of any Released Claims; or (b) isintended by the Settling Parties to be offered or received as evidence or usedby any other person in any other actions or proceedings, whether civil,criminal or administrative. Released Persons may file the Stipulation and/orthis Judgment in any action that may be brought against them in order tosupport a defense or counterclaim based on principles of *res judicata*, collateral estoppel, fullfaith and credit, release, good faith settlement, judgment bar or reduction, orany other theory of claim preclusion or issue preclusion or similar defense orcounterclaim.

 

11.         Withoutaffecting the finality of this Judgment in any way, this Court hereby retainscontinuing jurisdiction over the Action and the parties to the Stipulation toenter any further orders as may be necessary to effectuate the Stipulation, theSettlement provided for therein and the provisions of this Judgment.

 

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12.         In the eventthat the Settlement does not become effective in accordance with the terms ofthe Stipulation, this Final Judgment and Order shall be vacated, and all ordersentered and releases delivered in connection with the Stipulation and thisFinal Judgment and Order shall be null and void, except as otherwise providedfor in the Stipulation.

 

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

 

IT IS SO ORDERED.

 

DATED this 24th day ofAugust, 2010 at Kansas City, Kansas.

 

 
|   | s/ Carlos Murguia             |
|--------|-------------------------------|
|   | CARLOS MURGUIA                |
|   | United States District  Judge |

 

**The Stipulation of Settlement isincorporated herein by reference to Exhibit 99.1 of the Company’s CurrentReport on Form 8-K filed with the SEC on April 27, 2010.**

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