0001104659-04-039350.txt : 20041213 0001104659-04-039350.hdr.sgml : 20041213 20041213172905 ACCESSION NUMBER: 0001104659-04-039350 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20041213 DATE AS OF CHANGE: 20041213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LECG CORP CENTRAL INDEX KEY: 0001192305 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 810569994 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79357 FILM NUMBER: 041199641 BUSINESS ADDRESS: STREET 1: 2000 POWELL ST STREET 2: STE 600 CITY: EMERYVILLE STATE: CA ZIP: 94608 BUSINESS PHONE: 5106539800 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KAPLAN DAVID P CENTRAL INDEX KEY: 0001268631 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O LECG STREET 2: 2000 POWELL ST SUITE CITY: EMERYVILLE STATE: CA ZIP: 94608 BUSINESS PHONE: 5109856891 SC 13D/A 1 a04-14779_1sc13da.htm SC 13D/A

	UNITED STATES	OMB APPROVAL
	SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0145
	Washington, D.C. 20549	Expires: December 31, 2005
	SCHEDULE 13D	Estimated average burden hours per response. . 11

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

LECG Corporation

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

523234 10 2

(CUSIP Number)

Marvin A. Tenenbaum

General Counsel & Secretary

LECG, LLC

33 West Monroe Street, Suite 1850

Chicago, IL 60603

and

Carol Kerr

Folger, Levin & Kahn LLP

1900 Avenue of the Stars, Suite 2800

Los Angeles, CA 90067

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 10, 2004

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 523234 10 2

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) David P. Kaplan

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) N/A

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 1,148,044

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 1,148,044

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,148,044

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 4.9%

	14.	Type of Reporting Person (See Instructions) IN

Item 1.	Security and Issuer
This Amendment No. 1 to Schedule 13D (the “Amendment”) amends that certain Schedule 13D filed by the Reporting Person with the SEC on December 22, 2003 (Commission file no. 005-79357) (the “Original Schedule”). This Amendment relates to shares of Common Stock, par value $0.001 per share (the “Shares”), of LECG Corporation, a Delaware corporation (the “Issuer”). The principal executive office and mailing address of the Issuer is: 2000 Powell Street, Emeryville, California 94608.
Item 2.	Identity and Background
(a) This Amendment is being filed on behalf of David P. Kaplan, a natural person.
(b) Mr. Kaplan’s principal business address is 1725 Eye Street, NW, Suite 800, Washington, DC 20006.
(c) The present principal occupation of Mr. Kaplan is that of President of the Issuer. Mr. Kaplan is also employed by LECG, LLC, a subsidiary of the Issuer, to provide expert consulting services to clients of LECG, LLC. The Issuer’s principal business address is listed in Item 1 above.
(d) During the last five (5) years, Mr. Kaplan has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five (5) years, Mr. Kaplan has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in any judgment, decree or final order to which Mr. Kaplan is subject enjoining future violations of, or

prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Mr. Kaplan is a United States citizen.
Item 3.	Source and Amount of Funds or Other Consideration
Not applicable. This Amendment reports the disposition of Shares by Mr. Kaplan, not the purchase of Shares.
Item 4.	Purpose of Transaction
On December 10, 2004, Mr. Kaplan sold 250,000 Shares (the “Sale”) as a selling shareholder in the Issuer’s secondary offering conducted pursuant to that certain Registration Statement on Form S-1, filed with the SEC November 10, 2004, as amended by that certain Amendment No. 1 to Form S-1 filed with the SEC on December 2, 2004 and by that certain Amendment No. 2 to Form S-1 filed with the SEC on December 9, 2004 (Commission File Number 333-120342), and as modified by that certain Rule 462(b) Registration Statement on Form S-1 filed with the SEC December 10, 2004 (Commission File Number 333-121134) (the “Registration Statement”), and that certain Rule 424(b)(4) Prospectus filed with the SEC on December 13, 2004 (Commission File Number 333-120342) (the “Prospectus”).
The remaining Shares owned by Mr. Kaplan after giving effect to the Sale are owned for investment purposes. Mr. Kaplan may, from time to time, depending upon market conditions and other factors deemed relevant by Mr. Kaplan, acquire additional Shares. Mr. Kaplan reserves the right to, and may in the future choose to, change his purpose with respect to the investment and take such actions as he may deem appropriate in light of the circumstances including, without limitation, to dispose of, in the open market, in a private transaction, by distribution or by gift, all or a portion of the Shares which Mr. Kaplan now owns or may hereafter acquire. For example, Mr. Kaplan sold 4,500 Shares on November 16, 2004, as reported on Form 4 filed with the SEC November 17, 2004 (Commission File Number 000-50464) pursuant to a 10b5-1 trading plan that has since been terminated. Mr. Kaplan may sell additional Shares beneficially owned by him in the future pursuant to similar trading plans that Mr. Kaplan may adopt.
Mr. Kaplan does not have any plans or proposals which relate to or result in:
(a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer, except (i) as Mr. Kaplan may participate in additional sales of up to 225,625 Shares beneficially owned by him pursuant to the Registration Statement and Prospectus in the event the underwriter exercises its over-allotment option, and (ii) as may be permitted pursuant to any future 10b5-1 trading plan that Mr. Kaplan may adopt;
(b) an extraordinary transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
(d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend policy of the Issuer;
(f) any other material changes in the Issuer’s business or corporate structure;
(g) changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
(h) causing a class of securities of the Issuer to be delisted from a national securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or
(j) any action similar to any of those enumerated above.
Item 5.	Interest in Securities of the Issuer
(a) As of the date of this Amendment and after giving effect to the Sale, Mr. Kaplan beneficially owns an aggregate of 1,148,044 Shares, which represent 4.9% of the Issuer’s 22,689,134 outstanding Shares. Of the 1,148,044 Shares which Mr. Kaplan beneficially owns, 596,094 Shares represent Shares which Mr. Kaplan does not currently own, but which Mr. Kaplan has a right to acquire pursuant to presently vested and exercisable options, or will have a right to acquire pursuant to options which will vest and become exercisable within sixty (60) days of the date hereof.
(b) Mr. Kaplan has the sole power to vote, direct the vote, dispose, and direct the disposition of all 1,148,044 of the Shares of which Mr. Kaplan is the beneficial owner. Mr. Kaplan does not share the power to vote, direct the vote, dispose, or direct the disposition of any of the 1,148,044 Shares of which Mr. Kaplan is the beneficial owner.
(c) On December 10, 2004, Mr. Kaplan sold 250,000 Shares (the “Sale”) as a selling shareholder in the Issuer’s secondary offering conducted pursuant to the Registration Statement and the Prospectus (each as defined in Item 4 above). Other than (i) the Sale described in this Item 5(c) and (ii) the sale of 4,500 Shares by Mr. Kaplan on November 16, 2004, as reported on Form 4 filed with the SEC November 17, 2004 (Commission File Number 000-50464), Mr. Kaplan has not effected any transactions in the class of securities described herein during the past sixty (60) days.

(d) No other person is known by Mr. Kaplan to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Shares beneficially owned by Mr. Kaplan.
(e) As of December 10, 2004, the effective date of the Sale described in Item 5(c), and after giving effect to the Sale, Mr. Kaplan ceased to be the beneficial owner of more than 5% of the class of securities described herein.
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Unless otherwise noted herein, the contracts, arrangements, understandings or relationships with respect to securities of the Issuer described in the Original Schedule remain in effect as of the date of this Amendment and are incorporated herein by reference.
The lock-up period under the Lock-up Letter Agreement described in Item 6 to the Original Schedule (and attached thereto as Exhibit 2) has expired as of the date of this Amendment.
The presently vested and exercisable options entitling Mr. Kaplan to acquire 596,094 Shares were granted to Mr. Kaplan pursuant to (a) the 2000 Incentive Plan (described in Item 6 to the Original Schedule and attached thereto as Exhibit 5) and the various option grants issued thereunder, and (b) the 2003 Stock Option Plan (incorporated herein by reference to Exhibit 9) and the various option grants issued thereunder. A copy of each applicable option grant issued to Mr. Kaplan under the plan referenced in (a) above is available at Exhibit 6, Exhibit 7 and Exhibit 8 to the Original Schedule. A copy of each applicable option grant issued to Mr. Kaplan under the plan referenced in (b) above is incorporated herein by reference to Exhibit 10 hereto.
Item 7.	Material to Be Filed as Exhibits
The Exhibit Index filed herewith is incorporated herein by this reference.

[remainder of page left blank; signatures appear on the following page]

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	December 13, 2004
	Date
	/s/ David P. Kaplan
	Signature
	David P. Kaplan
	Name/Title

Exhibit Index

Exhibit 1. Buy Sell Agreement between LECG Holding Company, LLC, TCEP/LECG Funding Corporation, David J. Teece, David Kaplan, Frog & Peach Investors, LLC and other persons dated September 29, 2000, incorporated by reference to Exhibit 10.19 to the Issuer’s Registration Statement on Form S-1, filed with the SEC on August 25, 2003 (Commission File Number 333-108189).

Exhibit 2. Lock-up Letter Agreement from David Kaplan to the representatives of the several underwriters of the Issuer’s Initial Public Offering, dated August 8, 2003, incorporated by reference to Exhibit 2 to the Original Schedule, filed with the SEC on December 22, 2003 (Commission File Number 005-79357).

Exhibit 3. Registration Rights Agreement between LECG Holding Company, LLC, TCEP/LECG Funding Corporation, David J. Teece, David Kaplan, Frog & Peach Investors, LLC and other persons dated September 29, 2000, incorporated by reference to Exhibit 10.18 to the Issuer’s Registration Statement on Form S-1, filed with the SEC on August 25, 2003 (Commission File Number 333-108189).

Exhibit 4. Form of Plan of Reorganization, incorporated by reference to Exhibit 10.46 to the Issuer’s Registration Statement on Form S-1, filed with the SEC on November 7, 2003 (Commission File Number 333-108189).

Exhibit 5. 2000 Incentive Plan, incorporated by reference to Exhibit 10.2 to the Issuer’s Registration Statement on Form S-1, filed with the SEC on November 7, 2003 (Commission File Number 333-108189).

Exhibit 6. Option Grant to David Kaplan issued pursuant to that certain 2000 Incentive Plan, dated September 29, 2000, incorporated by reference to Exhibit 6 to the Original Schedule, filed with the SEC on December 22, 2003 (Commission File Number 005-79357).

Exhibit 7. Option Grant to David Kaplan issued pursuant to that certain 2000 Incentive Plan, dated September 29, 2001, incorporated by reference to Exhibit 7 to the Original Schedule, filed with the SEC on December 22, 2003 (Commission File Number 005-79357).

Exhibit 8. Option Grant to David Kaplan issued pursuant to that certain 2000 Incentive Plan, dated October 30, 2001, incorporated by reference to Exhibit 8 to the Original Schedule, filed with the SEC on December 22, 2003 (Commission File Number 005-79357).

Exhibit 9. 2003 Stock Option Plan, incorporated by reference to Exhibit 10.3 to the Issuer’s Registration Statement on Form S-1, filed with the SEC on October 1, 2003 (Commission File Number 333-108189).

Exhibit 10. Option Grant to David Kaplan issued pursuant to that certain 2003 Stock Option Plan, dated May 7, 2004 (filed herewith).

EX-10 2 a04-14779_1ex10.htm EX-10

EXHIBIT 10

LECG CORPORATION

2003 STOCK OPTION PLAN

STOCK OPTION AGREEMENT

Unless otherwise defined herein, the terms defined in the 2003 Stock Option Plan shall have the same defined meanings in this Stock Option Agreement.

I. NOTICE OF STOCK OPTION GRANT

David P. Kaplan

9100 Burning Tree Road

Bethesda, MD 20817

You have been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Option Agreement, as follows:

Grant Number		611

Date of Grant		May 7, 2004

Vesting Commencement Date		N/A – Cliff vesting as provided below.

Exercise Price per Share		$21.85

Total Number of Shares Granted		750,000

Total Exercise Price		$16,387,500

Type of Option:		o Incentive Stock Option

		ý Nonstatutory Stock Option

Term/Expiration Date:		May 7, 2014

Vesting Schedule:

This Option shall be exercisable, in whole or in part, in accordance with the following schedule:

Subject to the Optionee continuing to be a Service Provider, 100% of the Shares subject to the Option shall vest on December 31, 2012; provided, however, that vesting will be

accelerated upon the death or Disability of the Optionee such that 100% of the Shares subject to the Option shall vest on the date of such death or Disability.

Termination Period:

This Option may be exercised for three months after Optionee ceases to be a Service Provider. Upon the death or Disability of the Optionee, this Option may be exercised for twelve months after Optionee ceases to be a Service Provider. In no event shall this Option be exercised later than the Term/Expiration Date as provided above.

II. AGREEMENT

A. Grant of Option.

The Plan Administrator of the Company hereby grants to the Optionee named in the Notice of Grant attached as Part I of this Agreement (the “Optionee”) an option (the “Option”) to purchase the number of Shares, as set forth in the Notice of Grant, at the exercise price per share set forth in the Notice of Grant (the “Exercise Price”), subject to the terms and conditions of the Plan, which is incorporated herein by reference. Subject to Section 15(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Option Agreement, the terms and conditions of the Plan shall prevail.

If designated in the Notice of Grant as an Incentive Stock Option (“ISO”), this Option is intended to qualify as an Incentive Stock Option under Section 422 of the Code. However, if this Option is intended to be an Incentive Stock Option, to the extent that it exceeds the $100,000 rule of Code Section 422(d) it shall be treated as a Nonstatutory Stock Option (“NSO”).

B. Exercise of Option.

1. Right to Exercise. This Option is exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Grant and the applicable provisions of the Plan and this Option Agreement.

2. Method of Exercise. This Option is exercisable by delivery of an exercise notice, in the form attached as Exhibit A (the “Exercise Notice”), which shall state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised (the “Exercised Shares”), and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. The Exercise Notice shall be completed by the Optionee and delivered to the Stock Administrator of the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by such aggregate Exercise Price.

No Shares shall be issued pursuant to the exercise of this Option unless such issuance and exercise complies with Applicable Laws. Assuming such compliance, for income tax purposes the Exercised Shares shall be considered transferred to the Optionee on the date the Option is exercised with respect to such Exercised Shares.

C. Method of Payment.

Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionee:

1. cash; or

2. check; or

3. consideration received by the Company under a formal cashless exercise program implemented by the Company in connection with the Plan; or

4. surrender of other Shares which (i) in the case of Shares acquired either directly or indirectly from the Company, have been owned by the Optionee for more than six (6) months on the date of surrender, and (ii) have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Exercised Shares.

D. Limited Transferability of Option.

Except as expressly provided below, during the lifetime of an Optionee, only the Optionee (or, in the event of legal incapacity or incompetency, the Optionee’s guardian or legal representative) may exercise an Option; and no Option shall be assignable or transferable by the Optionee to whom it is granted, other than by the Optionee’s will, by instrument to an intervivos or testamentary trust in which Options are to be passed to the beneficiaries on the death of the trustor (settlor) (provided that such a disposition is otherwise in compliance with the provisions of this Option Agreement), or, upon the Optionee’s death, by the laws of descent and distribution. For instance, an Optionee may not sell this Option or use it as security for a loan. If an Optionee attempts to do any of these things, the Option will immediately become invalid. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, and permitted successors and assigns of the Optionee.

To the extent permitted by applicable law and with the prior written consent of the Administrator, an Optionee may transfer, not for value, all or part of an Option to any “Family Member” (as defined below). For the purposes of this Option Agreement, a “not for value” transfer is a transfer which is (i) a gift, (ii) a transfer under a domestic relations order in settlement of marital property rights; or (iii) a transfer to an entity in which more than fifty percent of the voting interests are owned by Family Members (or the Optionee) in exchange for an interest in that entity. Following a permitted transfer under this Option Agreement, any such Option shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, and Common Stock acquired pursuant to the Option shall be subject to the same restrictions on transfer of Common Stock as would have applied to the Optionee. Subsequent transfers of transferred Options are prohibited except to Family Members of the original Optionee in accordance with this Option Agreement or by will or by instrument to an intervivos or testamentary trust in which Options are to be passed to the beneficiaries on the death of the trustor (settlor) (provided that such a disposition is otherwise in compliance with this Option Agreement), or it may be transferred upon the Optionee’s death by the laws of descent and distribution.

The events of termination of Service under an Option shall continue to be applied with respect to the original Optionee, following which the Option shall be exercisable by the transferee only to the extent, and for the periods specified in this Agreement.

For the purposes of this Option Agreement, a “Family Member” means a person who is a spouse, former spouse, child, stepchild, grandchild, parent, stepparent, grandparent, niece, nephew, mother-in-law, father-in-law, sibling, son-in-law, daughter-in-law, brother, sister, brother-in-law, or sister-in-law, including adoptive relationships, of the Optionee, any person sharing the Optionee’s household (other than a tenant or employee), a trust in which any one or more these persons have more than fifty percent of the beneficial interest, a foundation in which any one or more of these persons (or the Optionee) control the management of assets, and any other entity in which one or more these persons (or the Optionee) own more than fifty percent of the voting interests.

The Administrator may withhold its consent to the transfer of an Option under this Option Agreement, or require the Optionee to follow certain procedures in connection with any proposed transfer, if the transfer would prevent this Option from being registered on Form S-8 in the reasonable opinion of Company’s legal counsel. For example, the Administrator may require the transferee to an assignment agreeing to the terms of the Plan and this Option Agreement.

E. Forfeiture of Option.

To the extent permitted by Applicable Laws, the Option is subject to forfeiture if the Optionee should take actions in competition with the Company. If the Administrator determines that the Optionee is taking or has taken actions in competition with the Company, the Company shall have the right to cause a forfeiture of the Optionee’s rights, including, but not limited to, the right to cause: (i) a forfeiture of any outstanding Option (including any vested portion thereof); and (ii) with respect to the period commencing twelve (12) months prior to termination of the Optionee’s Service with the Company and ending twelve (12) months following such termination of such Service (A) a forfeiture of any gain recognized by the Optionee upon the exercise of an Option, or (B) a forfeiture of any Common Stock acquired by the Optionee upon the exercise of the Option (but the Company will pay the Optionee the option price without interest). Unless otherwise specified in an employment or other agreement between the Company and the Optionee, the Optionee will take actions in competition with the Company if the Optionee directly or indirectly, owns, manages, operates, joins or controls, or participates in the ownership, management, operation or control of, or are a proprietor, director, officer, stockholder, member, partner or an employee or agent of, or a consultant to any business, firm, corporation, partnership or other entity which competes with any business in which the Company or any of its Affiliates is engaged during the Optionee’s employment or other relationship with the Company or its Affiliates or at the time of the Optionee’s termination of Service.

F. Term of Option.

This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option Agreement.

G. Tax Obligations.

1. Withholding Taxes. Optionee agrees to make appropriate arrangements with the Company (or the Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all Federal, state, local and foreign income and employment tax withholding requirements applicable to the Option exercise. Optionee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise.

2. Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (1) the date two years after the Date of Grant, or (2) the date one year after the date of exercise, the Optionee shall immediately notify the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income tax withholding by the Company on the compensation income recognized by the Optionee

H. Entire Agreement; Governing Law.

The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and Optionee. This agreement is governed by the internal substantive laws, but not the choice of law rules, of California.

I. NO GUARANTEE OF CONTINUED SERVICE.

OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

By your signature and the signature of the Company’s representative below, you and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan and this Option Agreement. Optionee has reviewed the Plan and this Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement and fully understands all provisions of the Plan and Option Agreement. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Option Agreement. Optionee further agrees to notify the Company upon any change in the residence address indicated below.

OPTIONEE:		LECG CORPORATION


/s/ David P. Kaplan		/s/ John C. Burke
Signature		By: John C. Burke
Print Name: David P. Kaplan		Its: Chief Financial Officer

9100 Burning Tree Road
Bethesda, MD 20817

EXHIBIT A

LECG CORPORATION

2003 STOCK OPTION PLAN

EXERCISE NOTICE

LECG Corporation

2000 Powell Street, Suite 600

Emeryville, California 94608
Attention: Stock Administrator

1. Exercise of Option. Effective as of today, , , the undersigned (“Purchaser”) hereby elects to purchase shares (the “Shares”) of the Common Stock of LECG Corporation (the “Company”) under and pursuant to the 2003 Stock Option Plan (the “Plan”) and the Stock Option Agreement dated, (the “Option Agreement”). Subject to adjustment in accordance with Section 13 of the Plan, the purchase price for the Shares shall be $ , as required by the Option Agreement.

2. Delivery of Payment. Purchaser herewith delivers to the Company the full purchase price for the Shares.

3. Representations of Purchaser. Purchaser acknowledges that Purchaser has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions.

4. Rights as Stockholder. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the Shares, no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Shares so acquired shall be issued to the Optionee as soon as practicable after exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date of issuance, except as provided in Section 13 of the Plan.

5. Tax Consultation. Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchaser’s purchase or disposition of the Shares. Purchaser represents that Purchaser has consulted with any tax consultants Purchaser deems advisable in connection with the purchase or disposition of the Shares and that Purchaser is not relying on the Company for any tax advice.

6. Entire Agreement; Governing Law. The Plan and Option Agreement are incorporated herein by reference. This Agreement, the Plan and the Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Purchaser with respect to the subject matter hereof, and may not be modified adversely to the Purchaser’s interest except by means of a writing signed by the Company and Purchaser. This agreement is governed by the internal substantive laws, but not the choice of law rules, of California.

Submitted by:		Accepted by:

PURCHASER:		LECG CORPORATION


Signature		By


Print Name		Its

Address:		Address:

		2000 Powell Street, Suite 600
		Emeryville, California 94608



		Date Received

Under the Securities Exchange Act of 1934 (Amendment No. 1)*