Exhibit 10.50


 


LECG CORPORATION


 


2003 STOCK OPTION PLAN


 


RESTRICTED STOCK UNIT AWARD AGREEMENT


 


Unless otherwise defined herein, the terms
defined in the 2003 Stock Option Plan (the “Plan”) will have the same defined
meanings in this Restricted Stock Unit Award Agreement (the “Award Agreement”).


 


I.                                         NOTICE OF RESTRICTED STOCK UNIT GRANT


 


Participant Name: 
Michael J. Jeffery


 


Address:


 


You have been granted the right to receive an
Award of Restricted Stock Units, subject to the terms and conditions of the Plan
and this Award Agreement, as follows:


 


Date of Grant: September 2, 2008


 


Number of Restricted Stock Units:  80,000


 


Vesting Schedule:


 


Subject to any acceleration provisions
contained in the Plan or set forth below, the Restricted Stock Unit will vest in
accordance with the following schedule:


 


On the 2d
business day after ten consecutive business days with a closing market price at
or above the following trigger prices, RSUs will vest as set forth below:


 


20,000 RSUs – based on a sustained closing
price of at least $ 10.75


 


20,000 RSUs – based on a sustained closing
price of at least $ 12.50


 


20,000 RSUs – based on a sustained closing
price of at least $ 14.50


 


20,000 RSUs – based on a sustained closing
price of at least $ 17.00


 


If the price rises past one trigger and has
the required sustained period at the second trigger level, both levels will
vest.


 


In the event Participant ceases to be a
Service Provider for any or no reason before Participant vests in a particular
RSU, the RSU and Participant’s right to acquire any Shares 


 

















 


thereunder
will immediately terminate.  In addition,
any RSUs that have not vested by July 31, 2009 will then immediately
terminate.


 


II.                                     AGREEMENT


 


1.            Grant.  The Company hereby grants to the Participant
named in the Notice of Grant attached as Part I of this Award Agreement
(the “Participant”) under the Plan an Award of Restricted Stock Units, subject
to all of the terms and conditions in this Award Agreement and the Plan, which
is incorporated herein by reference. 
Subject to Section 13(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 Award Agreement, the terms and conditions of the Plan will
prevail.


 


2.            Company’s Obligation to Pay.  Each Restricted Stock Unit represents the
right to receive a Share on the date it vests. 
Unless and until the Restricted Stock Units will have vested in the
manner set forth in Section 3, Participant will have no right to payment
of any such Restricted Stock Units.  Prior
to actual payment of any vested Restricted Stock Units, such Restricted Stock
Unit will represent an unsecured obligation of the Company, payable (if at all)
only from the general assets of the Company. 
Any Restricted Stock Units that vest in accordance with Sections 3 or 4
will be paid to Participant (or in the event of Participant’s death, to his or
her estate) in whole Shares, subject to Participant satisfying any applicable
tax withholding obligations as set forth in Section 7.  Subject to the provisions of Section 4,
such vested Restricted Stock Units will be paid in Shares as soon as
practicable after vesting, but in each such case within the period ending no
later than the date that is two and one-half (21⁄2) months from the end of the
Company’s tax year that includes the vesting date.


 


3.            Vesting Schedule.  Except as provided in Section 4, and
subject to Section 5, the Restricted Stock Units awarded by this Award
Agreement will vest in accordance with the vesting provisions set forth in the
Notice of Grant attached as Part I of this Award Agreement.  Restricted Stock Units scheduled to vest upon
the occurrence of a certain condition will not vest in Participant in
accordance with any of the provisions of this Award Agreement, unless Participant
will have been continuously a Service Provider from the Date of Grant until the
date such vesting occurs.


 


Notwithstanding
the foregoing vesting schedule, all unvested Restricted Stock Units shall vest
in their entirety effective immediately prior to the consummation of a Change
of Control.  For purposes of this
Restricted Stock Unit Award Agreement, a “Change of Control” means a
transaction in which a controlling interest (51% or more) of the stock, or
substantially all of the assets, of the Company is acquired by a single
acquirer or group of acquirers working together.


 


4.            Administrator Discretion.  The Administrator, in its discretion, may
accelerate the vesting of the balance, or some lesser portion of the balance,
of the unvested Restricted Stock Units at any time, subject to the terms of the
Plan.  If so accelerated, such Restricted
Stock Units will be considered as having vested as of the date specified by the
Administrator.


 


Notwithstanding
anything in the Plan or this Award Agreement to the contrary, if the vesting of
the balance, or some lesser portion of the balance, of the Restricted Stock
Units is 


 


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accelerated in
connection with Participant’s termination as a Service Provider (provided that
such termination is a “separation from service” within the meaning of Section 409A,
as determined by the Company), other than due to death, and if (x) Participant is a “specified
employee” within the meaning of Section 409A at the time of such
termination as a Service Provider and (y) the payment of such accelerated
Restricted Stock Units will result in the imposition of additional tax under Section 409A
if paid to Participant on or within the six (6) month period following
Participant’s termination as a Service Provider, then the payment of such
accelerated Restricted Stock Units will not be made until the date six (6) months
and one (1) day following the date of Participant’s termination as a
Service Provider, unless the Participant dies following his or her termination
as a Service Provider, in which case, the Restricted Stock Units will be paid
in Shares to the Participant’s estate as soon as practicable following his or
her death.  It is the intent of this
Award Agreement to comply with the requirements of Section 409A so that
none of the Restricted Stock Units provided under this Award Agreement or
Shares issuable thereunder will be subject to the additional tax imposed under Section 409A,
and any ambiguities herein will be interpreted to so comply.  For purposes of this Award Agreement, “Section 409A”
means Section 409A of the Code, and any proposed, temporary or final
Treasury Regulations and Internal Revenue Service guidance thereunder, as each
may be amended from time to time.


 


5.             Forfeiture
upon Termination of Status as a Service Provider.  Notwithstanding any contrary provision of
this Award Agreement, the balance of the Restricted Stock Units that have not
vested as of the time of Participant’s termination as a Service Provider for
any or no reason and Participant’s right to acquire any Shares hereunder will
immediately terminate.


 


6.             Death
of Participant.  Any distribution or
delivery to be made to Participant under this Award Agreement will, if
Participant is then deceased, be made to Participant’s designated beneficiary,
or if no beneficiary survives Participant, the administrator or executor of
Participant’s estate.  Any such
transferee must furnish the Company with (a) written notice of his or her
status as transferee, and (b) evidence satisfactory to the Company to
establish the validity of the transfer and compliance with any laws or
regulations pertaining to said transfer.


 


7.             Withholding
of Taxes.  Notwithstanding any
contrary provision of this Award Agreement, no certificate representing the
Shares will be issued to Participant, unless and until satisfactory
arrangements (as determined by the Administrator) will have been made by
Participant with respect to the payment of income, employment and other taxes
which the Company determines must be withheld with respect to such Shares.  The Administrator, in its sole discretion and
pursuant to such procedures as it may specify from time to time, may permit
Participant to satisfy such tax withholding obligation, in whole or in part
(without limitation) by (a) paying cash, (b) electing to have the
Company withhold otherwise deliverable Shares having a Fair Market Value equal
to the minimum amount required to be withheld, (c) delivering to the
Company already vested and owned Shares having a Fair Market Value equal to the
amount required to be withheld, or (d) selling a sufficient number of such
Shares otherwise deliverable to Participant through such means as the Company
may determine in its sole discretion (whether through a broker or otherwise)
equal to the amount required to be withheld. 
To the extent determined appropriate by the Company in its discretion,
it will have the right (but not the obligation) to satisfy any tax withholding
obligations by reducing the number of Shares otherwise deliverable to Participant.  If Participant fails to make satisfactory
arrangements for the 


 


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payment of any required tax withholding
obligations hereunder at the time any applicable Restricted Stock Units
otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant will
permanently forfeit such Restricted Stock Units and any right to receive Shares
thereunder and the Restricted Stock Units will be returned to the Company at no
cost to the Company.


 


8.             Rights
as Stockholder.  Neither Participant
nor any person claiming under or through Participant will have any of the
rights or privileges of a stockholder of the Company in respect of any Shares
deliverable hereunder unless and until certificates representing such Shares
will have been issued, recorded on the records of the Company or its transfer
agents or registrars, and delivered to Participant.  After such issuance, recordation and
delivery, Participant will have all the rights of a stockholder of the Company
with respect to voting such Shares and receipt of dividends and distributions
on such Shares.


 


9.             No Guarantee of Continued Service.  PARTICIPANT ACKNOWLEDGES AND
AGREES THAT THE VESTING OF THE RESTRICTED STOCK UNITS 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 THIS AWARD
OF RESTRICTED STOCK UNITS OR ACQUIRING SHARES HEREUNDER.  PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES
THAT THIS AWARD 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 PARTICIPANT’S RIGHT OR
THE COMPANY’S RIGHT TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE
PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.


 


10.           Address
for Notices.  Any notice to be given
to the Company under the terms of this Award Agreement will be addressed to the
Company, in care of its Stock Administrator at LECG Corporation, 2000 Powell
Street, Suite 600, Emeryville, California 94608, or at such other address
as the Company may hereafter designate in writing.


 


11.           Grant
is Not Transferable.  Except to the
limited extent provided in Section 6, this grant and the rights and
privileges conferred hereby will not be transferred, assigned, pledged or
hypothecated in any way (whether by operation of law or otherwise) and will not
be subject to sale under execution, attachment or similar process.  Upon any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of this grant, or any right or privilege
conferred hereby, or upon any attempted sale under any execution, attachment or
similar process, this grant and the rights and privileges conferred hereby
immediately will become null and void.


 


12.           Binding
Agreement.  Subject to the limitation
on the transferability of this grant contained herein, this Award Agreement
will be binding upon and inure to the benefit of the heirs, legatees, legal
representatives, successors and assigns of the parties hereto.


 


13.           Additional
Conditions to Issuance of Stock.  If
at any time the Company will determine, in its discretion, that the listing, registration
or qualification of the Shares upon any securities exchange or under any state
or federal law, or the consent or approval of any 


 


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governmental regulatory authority is
necessary or desirable as a condition to the issuance of Shares to Participant
(or his or her estate), such issuance will not occur unless and until such
listing, registration, qualification, consent or approval will have been
effected or obtained free of any conditions not acceptable to the Company.  Where the Company determines that the
delivery of the payment of any Shares will violate federal securities laws or
other applicable laws, the Company will defer delivery until the earliest date
at which the Company reasonably anticipates that the delivery of Shares will no
longer cause such violation.  The Company
will make all reasonable efforts to meet the requirements of any such state or
federal law or securities exchange and to obtain any such consent or approval
of any such governmental authority.


 


14.           Plan
Governs.  This Award Agreement is
subject to all terms and provisions of the Plan.  In the event of a conflict between one or
more provisions of this Award Agreement and one or more provisions of the Plan,
the provisions of the Plan will govern. 
Capitalized terms used and not defined in this Award Agreement will have
the meaning set forth in the Plan.


 


15.           Administrator
Authority.  The Administrator will
have the power to interpret the Plan and this Award Agreement and to adopt such
rules for the administration, interpretation and application of the Plan
as are consistent therewith and to interpret or revoke any such rules (including,
but not limited to, the determination of whether or not any Restricted Stock
Units have vested).  All actions taken
and all interpretations and determinations made by the Administrator in good
faith will be final and binding upon Participant, the Company and all other
interested persons.  No member of the
Administrator will be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan or this Award
Agreement.


 


16.           Electronic
Delivery.  The Company may, in its
sole discretion, decide to deliver any documents related to Restricted Stock
Units awarded under the Plan or future Restricted Stock Units that may be
awarded under the Plan by electronic means or request Participant’s consent to
participate in the Plan by electronic means. 
Participant hereby consents to receive such documents by electronic delivery
and agrees to participate in the Plan through any on-line or electronic system
established and maintained by the Company or another third party designated by
the Company.


 


17.           Captions.  Captions provided herein are for convenience
only and are not to serve as a basis for interpretation or construction of this
Award Agreement.


 


18.           Agreement
Severable.  In the event that any
provision in this Award Agreement will be held invalid or unenforceable, such
provision will be severable from, and such invalidity or unenforceability will
not be construed to have any effect on, the remaining provisions of this Award
Agreement.


 


19.           Modifications
to the Agreement.  This Award
Agreement constitutes the entire understanding of the parties on the subjects
covered.  Participant expressly warrants
that he or she is not accepting this Award Agreement in reliance on any
promises, representations, or inducements other than those contained
herein.  Modifications to this Award
Agreement or the Plan can be made only in an express written contract executed
by a duly authorized officer of the Company. 
Notwithstanding anything to the contrary in the Plan or this Award
Agreement, the 


 


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Company reserves the right to revise this Award
Agreement as it deems necessary or advisable, in its sole discretion and
without the consent of Participant, to comply with Section 409A or to
otherwise avoid imposition of any additional tax or income recognition under Section 409A
in connection to this Award of Restricted Stock Units.


 


20.           Amendment,
Suspension or Termination of the Plan. 
By accepting this Award, Participant expressly warrants that he or she
has received an Award of Restricted Stock Units under the Plan, and has
received, read and understood a description of the Plan.  Participant understands that the Plan is
discretionary in nature and may be amended, suspended or terminated by the
Company at any time.


 


21.           Governing
Law.  This Award Agreement will be
governed by the laws of the State of California, without giving effect to the
conflict of law principles thereof.  For
purposes of litigating any dispute that arises under this Award of Restricted
Stock Units or this Award Agreement, the parties hereby submit to and consent
to the jurisdiction of the State of California,
and agree that such litigation will be conducted in the courts of Alameda
County, California, or the federal
courts for the United States for the Northern District of California, and no
other courts, where this Award of Restricted Stock Units is made and/or to be
performed.


 


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


 


	
  PARTICIPANT:

  	
   

  	
  LECG
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  \s\ Michael J Jeffery

  	
  8/28/2008

  	
   

  	
  \s\ Garrett F. Bouton

  	
   

  
	
  Signature

  	
   

  	
  By:
  Garrett F. Bouton

  
	
   

  	
   

  	
   

  
	
  Michael J. Jeffery

  	
   

  	
   

  	
  Chairman of the Board of Directors

  
	
  Print
  Name

  	
   

  	
  Title

  



 


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