Exhibit
10.68


LECG CORPORATION — 2003 STOCK OPTION PLAN


RESTRICTED
STOCK PURCHASE AGREEMENT


This Restricted Stock Purchase Agreement (the “Agreement”) is made as of January 1,
2007 (the “Effective Date”), by and between LECG Corporation, a Delaware corporation (the “Company”), and Tina Bussone, an
employee of the Company (the “Purchaser”).  This Agreement is made pursuant to the
Company’s 2003 Stock Option Plan (the “Plan”), the
terms and conditions of which are incorporated herein by this 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 Agreement, the terms and conditions of the Plan will
prevail.  To the extent any capitalized
term used in this Agreement is not defined, it will have the meaning ascribed
to it in the Plan.


1.             Purchase and Sale
of Common Shares.


(a)           Purchase and Sale of
Common Shares.  As of the Effective
Date, the Company hereby sells to Purchaser, and Purchaser hereby purchases
from the Company, Three Thousand (3,000) shares (each, a “Share”
and collectively, the “Shares”) of the Company’s Common Stock at a
purchase price of $0.01 per Share, for a total purchase price of Thirty Dollars
($30.00) (the “Purchase Price”).  All the Shares will be subject to this
Agreement and the restrictions contained herein.


(b)           Payment.  No later than ten (10) business days from the
Effective Date, Purchaser will deliver to the Company the Purchase Price for
the Shares in cash or by bank check.


2.             Repurchase Option.


(a)           Definitions.  For purposes of this Agreement:


(i)            “Release
Date” means the third anniversary of the Effective Date; and


(ii)           “Forfeiture
Event” means any one of the following events:


(A)          The termination of
Purchaser’s employment with the Company for any reason, or no reason, with or
without cause, including involuntary termination, death or Disability; or


(B)           Any event that causes
the involuntary transfer to creditors or to any other person or entity of all
or any part of the Shares.


(b)           Shares Subject to
Repurchase.  Purchaser hereby grants
to the Company the option (the “Repurchase Option”)
to repurchase all of the Shares at the Purchase Price upon the occurrence of
any Forfeiture Event that occurs before the Release Date. The Shares will vest
and will no longer be subject to the Repurchase Option as of the Release Date.



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3.             Repurchase
Procedure.


(a)           Upon the occurrence of
a Forfeiture Event before the Release Date, the Company may exercise the
Repurchase Option by delivering to Purchaser (or her permitted transferee or
legal representative, as the case may be) within ninety (90) days after the
date of the Forfeiture Event (the “Repurchase Period”)
(i) written notice of the Company’s election to exercise the Repurchase Option;
and (ii) payment of the Purchase Price in cash or by check.  Promptly thereafter, the Company and the
Purchaser will take all steps necessary to accomplish the transfer of the
repurchased Shares to the Company.  The
Purchaser hereby appoints the Company with full power of substitution, as the
Purchaser’s true and lawful attorney-in-fact with irrevocable power
and authority in the name and on behalf of the Purchaser to take any action and
execute all documents and instruments, including, without limitation, stock
powers which may be necessary to transfer the certificate or certificates
evidencing such repurchased Shares to the Company.


(b)           If the Company does not
exercise the Repurchase Option within the Repurchase Period with respect to any
Forfeiture Event, the Shares will be released from the Repurchase Option with
respect to that Forfeiture Event upon the expiration of the Repurchase Period.


4.             Treatment of
Shares.  Subject to the terms and
conditions of the Plan and this Agreement, the Purchaser will become owner of the
Shares on the date hereof.  The Company
will retain physical possession of the Shares until the Release Date, but
except as otherwise provided in the Plan or in this Agreement or unless the
Company exercises the Repurchase Option, the Purchaser will have the same
rights, preferences, and privileges as the holders of the Company’s outstanding
Common Stock, including, but not limited to, the right to vote and the right to
receive distributions, with respect to the Shares.  Participant agrees to sign the Assignment
Separate From Certificate attached hereto as Exhibit A as a condition to
receiving the Shares.


5.             Adjustments.  If any change is made to the Shares before
the Release Date by reason of any change affecting the Company’s outstanding
Common Stock as a class effected without the Company’s receipt of
consideration, including, but not limited to, the merger of the Company into
another corporation, then in such event, any and all new, substituted or
additional securities, cash, or other property to which the Purchaser is
entitled by reason of her ownership of the Shares will be immediately subject
to the Repurchase Option under Section 3 above, and will be deemed to be
included in the Shares for all purposes with the same force and effect as the
Shares.


6.             Restrictions on
Transfer.


(a)           No Transfer of
Shares Prior to Release Date.  The
Purchaser may not sell, encumber, transfer, pledge, assign or otherwise dispose
of any of the Shares before the Release Date.



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(b)           Restrictions on
Transfer of Shares.  After the
Release Date, the Purchaser may not sell, encumber, transfer, or dispose of the
Shares in any way, whether voluntarily, involuntarily, or by operation of law,
except in compliance with applicable securities law.


7.             Investment
Representations.  In connection with
the purchase of the Shares, the Purchaser represents to the Company the
following:


(a)           Investment Intent;
Capacity to Protect Interests.  The
Purchaser is purchasing the Shares solely for her own account for investment
and not with a view to or for sale in connection with any distribution of the
Shares or any portion thereof and not with any present intention of selling,
offering to sell or otherwise disposing of or distributing the Shares or any
portion thereof in any transaction other than a transaction exempt from
registration under the Securities Act of 1993, as amended.  The Purchaser also represents that the entire
legal and beneficial interest of the Shares is being purchased, and will be
held, for the Purchaser’s account only, and neither in whole or in part for any
other person.  The Purchaser represents
that by reason of her pre-existing business relationship with the Company and
her business or financial experience, the Purchaser is capable of evaluating
the merits and risks of an investment in the Company and of protecting her own
interests in connection with this transaction.


(b)           Residence.  The Purchaser’s principal residence is
located at the address indicated beneath the Purchaser’s signature below.


(c)           Information
Concerning Company.  The Purchaser
has heretofore discussed the Company and its plans, operations and financial
condition with the Company’s officers and has heretofore received all such
information as the Purchaser has deemed necessary and appropriate to enable the
Purchaser to evaluate the financial risk inherent in making an investment in
the Shares.  The Purchaser has received
satisfactory and complete information concerning the business and financial
condition of the Company in response to all inquiries in respect thereof.


(d)           Economic Risk.  The Purchaser realizes that the purchase of
the Shares will be a highly speculative investment and involves a high degree
of risk, and the Purchaser is able, without impairing her financial condition,
to hold the Shares for an indefinite period of time and to suffer a complete
loss of the Purchaser’s investment.


8.             Restrictive
Legends.


(a)           Legends.  The Purchaser understands that the
certificate evidencing the Shares will bear the following legend (as well as
any legends required by applicable state and federal corporate and securities
laws):


THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN
ACCORDANCE WITH THE TERMS OF THE COMPANY’S 2003 STOCK OPTION PLAN AND A
RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED
HOLDER OR HER PREDECESSOR IN INTEREST, A COPY OF EACH OF WHICH IS ON FILE WITH
THE SECRETARYOF THE COMPANY.  THE 



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AGREEMENTS MAY BE INSPECTED AT THE PRINCIPAL OFFICE OF THE COMPANY
DURING NORMAL BUSINESS HOURS.


(b)           Refusal
to Transfer.  The Company is not
required (i) to transfer on its books any Shares that have been sold or
otherwise transferred in violation of any of the provisions of this Agreement
or (ii) to treat as owner of such Shares or to accord the right to vote or pay
dividends to any purchaser or other transferee to whom such Shares have been so
transferred.


9.             No Effect on Terms
of Employment Relationship.  This
Agreement does not alter, amend or expand upon any rights that the
Purchaser may have to continue in the employ of the Company.  Receipt of the Shares does not confer upon
the Purchaser any right with respect to the Purchaser’s employment status, nor
does it interfere in any way with the Purchaser’s right or the Company’s right
to terminate the Purchaser’s employment at any time, with or without cause.


10.           Compliance With
Income Tax Laws.  The Purchaser
acknowledges that the Company has made no warranties or representations to the
Purchaser with respect to the income tax consequences of Purchaser’s receipt of
the Shares, and the Purchaser is in no manner relying on the Company or its
representatives for an assessment of such tax consequences.  The Purchaser further acknowledges that the
Company has advised the Purchaser that the Purchaser should consult her own tax
advisor regarding such tax treatment. 
Notwithstanding the foregoing, the Purchaser authorizes the Company to
withhold in accordance with applicable law from any compensation payable to her
any taxes required to be withheld by Federal, state or local laws as a result
of the Purchaser’s receipt of the Shares. 
Furthermore, in the event of any determination that the Company has
failed to withhold a sum sufficient to pay all withholding taxes due in
connection with the Shares, the Purchaser agrees to pay the Company the amount
of such deficiency in cash within five (5) days after receiving a written
demand from the Company to do so, regardless of whether the Purchaser is an
Purchaser of the Company at that time.


11.           Election Pursuant to
Section 83(b) of Internal Revenue Code of 1986, as Amended.  The Purchaser understands that Section 83 of
the Internal Revenue Code of 1986, as amended (the “Code”),
taxes as ordinary income the difference between the amount paid for the Shares
and the fair market value of the Shares as of the date any restrictions on the
Shares lapse.  In this context, “restriction”
includes the potential forfeiture of the Shares upon the occurrence of a
Forfeiture Event, and “restriction” with respect to officers, directors and ten
percent (10%) shareholders of the Company also means the six-month period after
the Release Date during which such officers, directors and ten percent (10%)
shareholders are subject to suit under Section 16(b) of the Exchange Act.  The Purchaser understands that the Purchaser
may elect to be taxed, for United States income tax purposes, at the time the
Shares are received, rather than on the Release Date or when the six-month
Section 16(b) period expires, by filing an election under Section 83(b) of the
Code with the Internal Revenue Service within thirty (30) days from the date of
issuance of the Shares.  State tax law in
the state of the Purchaser’s residence may also require filing of a similar
election.  A draft form for making this
election is attached as Exhibit B hereto.  However, it will be the responsibility of the
Purchaser and her own advisors to determine the contents of the election and
the form and manner in which it is filed. 
The Purchaser understands that failure to make a timely and proper
filing may result in the recognition of ordinary income by the Purchaser, on
the Release Date, or after the lapse of the



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six-month Section 16(b)
period, on the fair market value of the Shares at the time such restrictions
lapse.  The Purchaser further understands
that under certain circumstances, a Section 83(b) election, even if timely and
properly filed, may later be determined to be ineffective.


12.           THE
PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER’S SOLE RESPONSIBILITY AND NOT
THE COMPANY’S TO TIMELY FILE THE ELECTION UNDER SECTION 83(b) AND/OR ANY
APPLICABLE STATE LAWS, EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS
REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER’S BEHALF.  FURTHER, THE PURCHASER WILL DETERMINE THE
MANNER IN WHICH THE ELECTION IS MADE, AND UNDER NO CIRCUMSTANCES WILL THE
COMPANY, OR ITS REPRESENTATIVES, BE LIABLE IF SUCH ELECTION IS DETERMINED TO BE
INEFFECTIVE.


13.           Miscellaneous.


(a)           Governing Law.  This Agreement will be governed by the laws
of the State of California (without giving effect to the choice of law
provisions of that jurisdiction).


(b)           Interpretation of
this Agreement.  The Company and the
Purchaser agree that the purchase and sale of the Shares is governed by the
terms of the Plan and this Agreement. 
The Purchaser has reviewed the Plan and this Agreement in their
entirety, has had an opportunity to obtain the advice of counsel prior to
executing this Agreement and fully understands all provisions of the Plan and
this Agreement.  The Purchaser hereby
agrees to accept as binding, conclusive and final all decisions or
interpretations of the Administrator upon any questions relating to the Plan
and this Agreement.  The Purchaser
further agrees to notify the Company upon any change in the residence address
indicated below.


(c)           Entire Agreement;
Enforcement of Rights.  This
Agreement and the Plan 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 the 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 the Purchaser.


[Signature Page Follows]



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IN WITNESS WHEREOF, the
parties have executed this Restricted Stock Purchase Agreement effective as of
the Effective Date.


	
  

  	
  COMPANY:

  LECG CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ John C. Burke

  	
   

  
	
   

  	
  Name: John C. Burke

  Title: Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Tina Bussone

  	
   

  	
   

  
	
   

  	
  (Signature)

  
	
   

  	
  Name:        Tina Bussone

  
	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
							



 



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EXHIBIT A


ASSIGNMENT SEPARATE FROM CERTIFICATE


FOR VALUE RECEIVED and
pursuant to the Restricted Stock Purchase Agreement (the “Agreement”)
dated as of January 1, 2007 by and between the undersigned (“Shareholder”) and LECG Corporation
(the “Company”), Shareholder hereby
assigns and transfers unto the Company                                         
shares of the common stock of the Company, standing in Shareholder’s name on
the books of the Company and represented by Certificates No.                                                                                        .   Shareholder hereby irrevocably appoints                                                                   
as attorney in fact to transfer said stock with full power of substitution in
the premises.  THIS ASSIGNMENT MAY ONLY
BE USED AS AUTHORIZED BY THE AGREEMENT AND ANY AMENDMENTS THERETO.


	
  Dated: 

  	
   

  	
   

  	
   

  
	
   

  	
  Signature:

  	
   

  	
   

  
	
   

  	
  Name of Shareholder:

  	
   

  	
   

  



 


Shareholder: Please do not fill in any blanks other
than the signature line for yourself. 
The Secretary of the Company, or the Secretary’s designee, will complete
the rest of this form when the share certificate is prepared.



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ELECTION
TO INCLUDE VALUE OF RESTRICTED PROPERTY IN GROSS INCOME IN YEAR OF TRANSFER
UNDER CODE §83(b)


The undersigned taxpayer hereby elects, pursuant to
§83(b) of the Internal Revenue Code, to include in taxpayer’s gross income for
the current taxable year, the amount of any compensation taxable to taxpayer in
connection with her receipt of the property described below, and supplies the
following information in accordance with the regulations promulgated
thereunder:


1.             The name, address and
taxpayer identification number of the undersigned are:


Name:    


Address: 


Address: 


SSN:       


2.             Description
of the property with respect to which the election is being made:


            
shares (“Shares”) of common stock of LECG Corporation, a Delaware corporation (“Company”).


3.             The
date on which the property was transferred is                         ,
20            .


The taxable year to which this election relates is
calendar year 20            .


4.             The nature of the restriction(s)
to which the property is subject is:


The Shares are subject to a vesting period pursuant to
a Restricted Stock Purchase Agreement. 
The Shares may be forfeited during this vesting period due to
termination of employment for any reason, including without limitation death or
disability, or involuntary transfer of the Shares to creditors.


5.             Fair market value:


The fair market value at the time of transfer
(determined without regard to any restrictions other than restrictions which by
their terms will never lapse) of the Shares is             
dollars per share, for a total market value of $                              .


6.             Amount paid for the property:


The amount paid by the taxpayer for the Shares is
Thirty Dollars ($30.00).


7.             Furnishing statement to employer:


A copy of this election has been furnished to the
Company.


Dated:                   ,
2007


	
   

  	
   

  	
   

  
	
  

  	
  [Name]

  



 



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INSTRUCTIONS
FOR COMPLETING THE SECTION 83(B) ELECTION


THE
SECTION 83(b) ELECTION MUST BE FILED NO LATER THAN THIRTY (30) DAYS AFTER THE
DATE ON WHICH THE SHARES ARE ISSUED TO YOU. 
ASSUMING A JANUARY 1, 2007 ISSUANCE, THE ELECTION WILL BE DUE NO LATER
THAN JANUARY 31, 2007 (“DUE DATE”).


Execute four copies of the Election.


a.             Retain
one executed copy for your files.


b.                                      Deliver
one executed copy to Mary Murphy at the following address by the Due Date:


LECG, LLC


2000 Powell Street, Suite
600


Emeryville, CA 94608


Attention:  Mary
Murphy, Stock Administrator


c.                                       No
later than the Due Date, mail one executed copy to the Internal Revenue Service
location where your federal income tax returns are filed.


d.                                      No
later than the Due Date, mail one executed copy to the California Franchise Tax
Board location where your California tax returns are filed.  If your state tax return is not filed in
California, provide the location where your state tax returns are filed.  Inform Mary Murphy if you expect to file
income tax returns in multiple states.


To insure that you have
adequate proof of timely filing, all copies should be mailed to the tax
authorities by certified mail, return receipt requested, with the certified
mail receipt hand-canceled at the Post Office and retained as evidence of
timely mailing.


2.             Submit a copy of the election with both your 2007
federal and state tax returns.



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