Exhibit 10.51


 


LECG CORPORATION


Deferred Compensation Plan


Master Plan Document


 


 


Effective March 1, 2004


 


(as amended and restated on October 28, 2004)


 





















 


TABLE OF CONTENTS


 


	
  ARTICLE 1

  	
   

  	
  Definitions

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 2

  	
   

  	
  Selection,
  Enrollment, Eligibility

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2.1

  	
   

  	
  Selection by Committee

  	
   

  
	
  2.2

  	
   

  	
  Enrollment Requirements

  	
   

  
	
  2.3

  	
   

  	
  Eligibility;
  Commencement of Participation

  	
   

  
	
  2.4

  	
   

  	
  Termination
  of Participation and/or Deferrals

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 3

  	
   

  	
  Deferral
  Commitments/Company Contribution Amounts/Stock Option Gain
  Amounts/Vesting/Crediting/Taxes

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  3.1

  	
   

  	
  Minimum Deferrals

  	
   

  
	
  3.2

  	
   

  	
  Maximum Deferral

  	
   

  
	
  3.3

  	
   

  	
  Election to
  Defer; Effect of Election Form

  	
   

  
	
  3.4

  	
   

  	
  Withholding
  and Crediting of Annual Deferral Amounts

  	
   

  
	
  3.5

  	
   

  	
  Annual Company
  Contribution Amount

  	
   

  
	
  3.6

  	
   

  	
  Stock Option Gain Amount

  	
   

  
	
  3.7

  	
   

  	
  Vesting

  	
   

  
	
  3.8

  	
   

  	
  Crediting/Debiting
  of Account Balances

  	
   

  
	
  3.9

  	
   

  	
  FICA and Other Taxes

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 4

  	
   

  	
  Deduction
  Limitation; Right of Offset

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  4.1

  	
   

  	
  Deduction
  Limitation on Benefit Payments

  	
   

  
	
  4.2

  	
   

  	
  Right of Offset

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 5

  	
   

  	
  In-Service
  Distribution; Unforeseeable Financial Emergencies; Withdrawal Election

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  5.1

  	
   

  	
  In-Service Distribution

  	
   

  
	
  5.2

  	
   

  	
  Other
  Benefits Take Precedence Over In-Service Distributions

  	
   

  
	
  5.3

  	
   

  	
  Designated Distribution

  	
   

  
	
  5.4

  	
   

  	
  Other
  Benefits Take Precedence Over Designated Distributions

  	
   

  
	
  5.5

  	
   

  	
  Withdrawal
  Payout/Suspensions for Unforeseeable Financial Emergencies

  	
   

  
	
  5.6

  	
   

  	
  Withdrawal Election

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 6

  	
   

  	
  Retirement
  Benefit

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  6.1

  	
   

  	
  Retirement Benefit

  	
   

  
	
  6.2

  	
   

  	
  Payment of Retirement
  Benefit

  	
   

  



 


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  ARTICLE 7

  	
   

  	
  Termination
  Benefit

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  7.1

  	
   

  	
  Termination Benefit

  	
   

  
	
  7.2

  	
   

  	
  Payment of Termination
  Benefit

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 8

  	
   

  	
  Disability
  Waiver and Benefit

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  8.1

  	
   

  	
  Disability Waiver

  	
   

  
	
  8.2

  	
   

  	
  Continued
  Eligibility; Disability Benefit

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 9

  	
   

  	
  Survivor
  Benefit

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  9.1

  	
   

  	
  Survivor Benefit

  	
   

  
	
  9.2

  	
   

  	
  Payment of Survivor Benefit

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 10

  	
   

  	
  Beneficiary
  Designation

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  10.1

  	
   

  	
  Beneficiary

  	
   

  
	
  10.2

  	
   

  	
  Beneficiary
  Designation; Change

  	
   

  
	
  10.3

  	
   

  	
  Acknowledgement

  	
   

  
	
  10.4

  	
   

  	
  No Beneficiary Designation

  	
   

  
	
  10.5

  	
   

  	
  Doubt as to Beneficiary

  	
   

  
	
  10.6

  	
   

  	
  Discharge of Obligations

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 11

  	
   

  	
  Forfeiture
  of Benefits

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  11.1

  	
   

  	
  Forfeiture of Benefits

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 12

  	
   

  	
  Leave
  of Absence

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  12.1

  	
   

  	
  Paid Leave of Absence

  	
   

  
	
  12.2

  	
   

  	
  Unpaid Leave of Absence

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 13

  	
   

  	
  Termination,
  Amendment or Modification

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  13.1

  	
   

  	
  Termination

  	
   

  
	
  13.2

  	
   

  	
  Amendment

  	
   

  
	
  13.3

  	
   

  	
  Plan Agreement

  	
   

  
	
  13.4

  	
   

  	
  Effect of Payment

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 14

  	
   

  	
  Administration

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  14.1

  	
   

  	
  Committee Duties

  	
   

  
	
  14.2

  	
   

  	
  Administration
  Upon Change In Control

  	
   

  
	
  14.3

  	
   

  	
  Agents

  	
   

  
	
  14.4

  	
   

  	
  Binding Effect of Decisions

  	
   

  
	
  14.5

  	
   

  	
  Indemnity of Committee

  	
   

  



 


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  14.6

  	
   

  	
  Employer Information

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 15

  	
   

  	
  Other
  Benefits and Agreements

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  15.1

  	
   

  	
  Coordination with
  Other Benefits

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 16

  	
   

  	
  Claims
  Procedures

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  16.1

  	
   

  	
  Presentation of Claim

  	
   

  
	
  16.2

  	
   

  	
  Notification of Decision

  	
   

  
	
  16.3

  	
   

  	
  Review of a Denied Claim

  	
   

  
	
  16.4

  	
   

  	
  Decision on Review

  	
   

  
	
  16.5

  	
   

  	
  Legal
  Action

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 17

  	
   

  	
  Trust

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  17.1

  	
   

  	
  Establishment of the Trust

  	
   

  
	
  17.2

  	
   

  	
  Interrelationship
  of the Plan and the Trust

  	
   

  
	
  17.3

  	
   

  	
  Distributions From the
  Trust

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 18

  	
   

  	
  Miscellaneous

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  18.1

  	
   

  	
  Status
  of Plan

  	
   

  
	
  18.2

  	
   

  	
  Unsecured General Creditor

  	
   

  
	
  18.3

  	
   

  	
  Employer’s Liability

  	
   

  
	
  18.4

  	
   

  	
  Nonassignability

  	
   

  
	
  18.5

  	
   

  	
  Not a Contract of
  Employment

  	
   

  
	
  18.6

  	
   

  	
  Furnishing Information

  	
   

  
	
  18.7

  	
   

  	
  Terms

  	
   

  
	
  18.8

  	
   

  	
  Captions

  	
   

  
	
  18.9

  	
   

  	
  Governing
  Law

  	
   

  
	
  18.10

  	
   

  	
  Notice

  	
   

  
	
  18.11

  	
   

  	
  Successors

  	
   

  
	
  18.12

  	
   

  	
  Spouse’s Interest

  	
   

  
	
  18.13

  	
   

  	
  Validity

  	
   

  
	
  18.14

  	
   

  	
  Incompetent

  	
   

  
	
  18.15

  	
   

  	
  Court
  Order

  	
   

  
	
  18.16

  	
   

  	
  Distribution in
  the Event of Taxation

  	
   

  
	
  18.17

  	
   

  	
  Insurance

  	
   

  
	
  18.18

  	
   

  	
  Legal
  Fees To Enforce Rights After Change in Control

  	
   

  



 


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LECG CORPORATION


DEFERRED COMPENSATION PLAN


Effective March 1, 2004


(as amended and restated on October 28, 2004)


 


Purpose


 


The purpose of this Plan
is to provide specified benefits to a select group of management or highly
compensated Employees who contribute materially to the continued growth,
development and future business success of LECG Corporation, a Delaware
corporation, and its subsidiaries, if any, that sponsor this Plan.  This Plan shall be unfunded for tax purposes
and for purposes of Title I of ERISA.


ARTICLE 1

Definitions


 


For the purposes of this
Plan, unless otherwise clearly apparent from the context, the following phrases
or terms shall have the following indicated meanings:


 


1.1                                 “Account
Balance” shall mean, with respect to a Participant, a credit on the records of
the Employer equal to the sum of (i) the Deferral Account balance, (ii)
the Company Contribution Account balance and (iii) the Stock Option Gain
Account balance.  The Account Balance,
and each other specified account balance, shall be a bookkeeping entry only and
shall be utilized solely as a device for the measurement and determination of
the amounts to be paid to a Participant, or his or her designated Beneficiary,
pursuant to this Plan.


 


1.2                                 “Annual
Company Contribution Amount” shall mean, for any one Plan Year, the amount
determined in accordance with Section 3.5.


 


1.3                                 “Annual
Deferral Amount” shall mean that portion of a Participant’s Base Annual Salary,
Bonus, Expert Fees and Project Origination Fees that a Participant defers in
accordance with Article 3 for any one Plan Year.  In the event of a Participant’s Retirement,
Disability (if deferrals cease in accordance with Section 8.1), death or a
Termination of Employment prior to the end of a Plan Year, such year’s Annual
Deferral Amount shall be the actual amount withheld prior to such event.


 


1.4                                 “Annual
Installment Method” shall be an annual installment payment over the number of
years selected by the Participant in accordance with this Plan, calculated as
follows: (i) for the first annual installment, the vested Account Balance of
the Participant shall be calculated as of the close of business on or around
(a) the Participant’s Designated Distribution date, as determined by the
Committee in its sole discretion, (b)  the
date on which the Participant Retires or is deemed to have Retired in
accordance with Section 8.2(c), as determined by the Committee in its sole
discretion, or (c) the date on which the Participant experiences a Termination
of Employment or is deemed to have experienced a Termination of Employment in
accordance with Section 8.2(b), as determined by the Committee in its sole
discretion,  and (ii) for remaining
annual installments, the vested Account Balance of the Participant shall be
calculated on every applicable anniversary of (a) the Participant’s Designated
Distribution date, (b) the date on which the Participant Retires or is deemed
to have Retired in accordance with Section 8.2(c), or (c) the date on which the
Participant experiences a Termination of Employment or is deemed to have
experienced a Termination of Employment in accordance with Section 8.2(b).  Each annual installment shall be 


 


1





















 


calculated by multiplying this balance by a fraction,
the numerator of which is one and the denominator of which is the remaining
number of annual payments due the Participant. 
By way of example, if the Participant elects a ten (10) year Annual
Installment Method, the first payment shall be 1/10 of the vested Account
Balance, calculated as described in this definition.  The following year, the payment shall be 1/9
of the vested Account Balance, calculated as described in this definition.
Shares of Stock that shall be distributable from the Stock Option Gain Account
shall be distributable in shares of actual Stock in the same manner previously
described.  However, the Committee may,
in its sole discretion, (i) adjust the annual installments in order to
distribute whole shares of actual Stock and/or (ii) accelerate the distribution
of such actual shares of Stock by payment of a lump sum.


 


1.5                                 “Base
Annual Salary” shall mean the annual cash compensation during any calendar
year, excluding bonuses, commissions, overtime, fringe benefits, stock options,
relocation expenses, incentive payments, non-monetary awards, director fees and
other fees, and automobile and other allowances paid to a Participant for
employment services rendered. Base Annual Salary shall be calculated before
reduction for compensation voluntarily deferred or contributed by the
Participant pursuant to all qualified or non-qualified plans of any Employer
and shall be calculated to include amounts not otherwise included in the
Participant’s gross income under Code Sections 125, 129, 402(e)(3), or 402(h)
pursuant to plans established by any Employer; provided, however, that all such
amounts will be included in compensation only to the extent that had there been
no such plan, the amount would have been payable in cash to the Employee.


 


1.6                                 “Beneficiary”
shall mean one or more persons, trusts, estates or other entities, designated
in accordance with Article 10, that are entitled to receive benefits under
this Plan upon the death of a Participant.


 


1.7                                 “Beneficiary
Designation Form” shall mean the form established from time to time by the
Committee that a Participant completes, signs and returns to the Committee to
designate one or more Beneficiaries.


 


1.8                                 “Board”
shall mean the board of directors of the Company.


 


1.9                                 “Bonus”
shall mean any compensation under any Employer’s bonus and other cash incentive
plans (excluding Base Annual Salary, Expert Fees and Project Origination Fees),
attributable to a Plan Year as further specified on an Election Form, approved
by the Committee in its sole discretion.


 


1.10                           “Change
in Control” shall mean the first to occur of any of the following events:


 


(a)                                  Any
“person” (as that term is used in Section 13 and 14(d)(2) of the
Securities Exchange Act of 1934 (“Exchange Act”)) becomes the beneficial owner
(as that term is used in Section 13(d) of the Exchange Act), directly or
indirectly, of fifty percent (50%) or more of the Company’s capital stock
entitled to vote in the election of directors;


 


(b)                                 During
any period of not more than two consecutive years, not including any period
prior to the adoption of this Plan, individuals who, at the beginning of such
period constitute the board of directors of the Company, and any new director
(other than a director designated by a person who has entered into an agreement
with the Company to effect a transaction described in clause (a), (c), (d) or
(e) of this Section 1.10) whose election by the board of directors or
nomination for election by the Company’s stockholders was 


 


2





















 


approved by a vote of at least three-fourths (3/4ths)
of the directors then still in office, who either were directors at the
beginning of the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute at least a majority
thereof;


 


(c)                                  The
shareholders of the Company approve any consolidation or merger of the Company,
other than a consolidation or merger of the Company in which the holders of the
common stock of the Company immediately prior to the consolidation or merger
hold more than fifty percent (50%) of the common stock of the surviving
corporation immediately after the consolidation or merger;


 


(d)                                 The
shareholders of the Company approve any plan or proposal for the liquidation or
dissolution of the Company; or


 


(e)                                  The
shareholders of the Company approve the sale or transfer of all or
substantially all of the assets of the Company to parties that are not within a
“controlled group of corporations” (as defined in Code Section 1563) in
which the Company is a member.


 


1.11                           “Claimant”
shall have the meaning set forth in Section 16.1.


 


1.12                           “Code”
shall mean the Internal Revenue Code of 1986, as it may be amended from time to
time.


 


1.13                           “Committee”
shall mean the committee described in Article 14.


 


1.14                           “Company”
shall mean LECG Corporation, a Delaware corporation, and any successor to all
or substantially all of the Company’s assets or business.


 


1.15                           “Company
Contribution Account” shall mean (i) the sum of the Participant’s Annual
Company Contribution Amounts, plus (ii) amounts credited or debited in
accordance with all the applicable crediting and debiting provisions of this
Plan that relate to the Participant’s Company Contribution Account, less (iii)
all distributions made to the Participant or his or her Beneficiary pursuant to
this Plan that relate to the Participant’s Company Contribution Account.


 


1.16                           “Deduction
Limitation” shall mean the limitation on a benefit that may otherwise be
distributable pursuant to the provisions of this Plan, as set forth in Article
4.


 


1.17                           “Deferral
Account” shall mean (i) the sum of all of a Participant’s Annual Deferral
Amounts, plus (ii) amounts credited in accordance with all the applicable
crediting and debiting provisions of this Plan that relate to the Participant’s
Deferral Account, less (iii) all distributions made to the Participant or his
or her Beneficiary pursuant to this Plan that relate to his or her Deferral
Account.


 


1.18                           “Designated
Distribution” shall mean the distribution set forth in Section 5.3.


 


1.19                           “Disability”
or “Disabled” shall mean a determination that a Participant is disabled made by
either (i) the carrier of any individual or group disability insurance policy,
sponsored by the Participant’s Employer, or (ii) the Social Security
Administration.  Upon request by the
Employer, the Participant must submit proof of the carrier’s or Social Security
Administration’s determination.


 


1.20                           “Disability
Benefit” shall mean the benefit set forth in Article 8.


 


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1.21                           “Election
Form” shall mean the form established from time to time by the Committee that a
Participant completes, signs and returns to the Committee to make an election
under the Plan.


 


1.22                           “Eligible
Stock Option” shall mean one or more nonqualified stock option(s) (including
incentive stock options disqualified as such and treated as nonqualified
options under the Code) selected by the Committee in its sole discretion and
exercisable under a plan or arrangement of LECG Corporation or any Employer
permitting a Participant under this Plan to defer gain with respect to such
option.


 


1.23                           “Employee”
shall mean a person who is an employee of any Employer.


 


1.24                           “Employer(s)”
shall mean the Company and/or any of its subsidiaries (now in existence or
hereafter formed or acquired) that have been selected by the Board to
participate in the Plan and have adopted the Plan as a sponsor.


 


1.25                           “ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as it may be
amended from time to time.


 


1.26                           “Expert
Fees” shall mean any cash expert fees paid to a Participant by any Employer
during a Plan Year, excluding Bonus, Project Origination Fees and other
additional incentives or awards.


 


1.27                           “First
Plan Year” shall mean the period beginning March 1, 2004 and ending December
31, 2004.


 


1.28                           “In-Service
Distribution” shall mean the distribution set forth in Section 5.1.


 


1.29                           “Participant”
shall mean any Employee (i) who is selected to participate in the Plan, (ii)
who elects to participate in the Plan, (iii) who signs a Plan Agreement, an Election
Form and a Beneficiary Designation Form, (iv) whose signed Plan Agreement,
Election Form and Beneficiary Designation Form are accepted by the Committee,
(v) who commences participation in the Plan, and (vi) whose Plan Agreement has
not terminated.  A spouse or former
spouse of a Participant shall not be treated as a Participant in the Plan or
have an account balance under the Plan, even if he or she has an interest in
the Participant’s benefits under the Plan as a result of applicable law or
property settlements resulting from legal separation or divorce.


 


1.30                           “Plan”
shall mean the LECG Corporation Deferred Compensation Plan, which shall be
evidenced by this instrument and by each Plan Agreement, as they may be amended
from time to time.


 


1.31                           “Plan
Agreement” shall mean a written agreement, as may be amended from time to time,
which is entered into by and between an Employer and a Participant.  Each Plan Agreement executed by a Participant
and the Participant’s Employer shall provide for the entire benefit to which
such Participant is entitled under the Plan; should there be more than one Plan
Agreement, the Plan Agreement bearing the latest date of acceptance by the
Employer shall supersede all previous Plan Agreements in their entirety and
shall govern such entitlement.  The terms
of any Plan Agreement may be different for any Participant, and any Plan
Agreement may provide additional benefits not set forth in the Plan or limit
the benefits otherwise provided under the Plan; provided, however, that any
such additional benefits or benefit limitations must be agreed to by both the
Employer and the Participant.


 


1.32                           “Plan
Year” shall, except for the First Plan Year, mean a period beginning on January
1 of each calendar year and continuing through December 31 of such calendar
year.


 


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1.33                           “Project
Origination Fees” shall mean any cash project origination fees paid to a
Participant by any Employer for services rendered during a Plan Year, excluding
Bonus, Expert Fees and other additional incentives or awards.


 


1.34                           “Qualifying
Stock Option Gain” shall mean the incremental value inuring to a Participant
upon the exercise of an Eligible Stock Option, using a Stock-for-Stock payment
method, during any Plan Year.  For
purposes of this section, the phrase “Stock-for-Stock payment method” shall, in
all events, be limited to the Participant’s delivery of a properly executed
statement in which he or she attests to ownership of the number of shares
required to exercise the Eligible Stock Option, rather than actual delivery of
such shares.  Such incremental value
shall be deliverable to the Participant in the form of additional shares of
Stock and shall be computed as follows: (i) the total fair market value of the
shares of Stock held/acquired as a result of the exercise of an Eligible Stock
Option using a Stock-for-Stock payment method, minus (ii) the total exercise
price.  For example, assume a Participant
elects to exercise an Eligible Stock Option to purchase 1,000 shares of Stock
at an exercise price of $20 per share (i.e., a total exercise price of
$20,000), when the Stock has a current fair market value of $25 per share
(i.e., a total current fair market value of $25,000) and elects to defer one
hundred (100) percent of the Qualifying Stock Option Gain (i.e., $5,000).  Using the Stock-for-Stock payment method, the
Participant would deliver a properly executed statement attesting to ownership
of 800 shares of Stock (worth $20,000 at exercise) to exercise the Eligible
Stock Option and would receive, in return, a Qualifying Stock Option Gain, in
the form of an unfunded and unsecured promise by the Company for 200 shares of
Stock in the future (worth $5,000 at exercise). 
The number of additional shares of Stock deliverable to the Participant
in the future as a result of the Qualifying Stock Option Gain shall be fixed
and determined as of the date of the exercise of the Eligible Stock Option
using the closing price of the Stock as of the end of the business day closest to
the date of such exercise.


 


1.35                           “Retirement”,
“Retire(s)” or “Retired” shall mean severance from employment from all
Employers for any reason other than a leave of absence, death or Disability on
or after the earlier of the attainment of (a) age sixty-five (65) or (b) age
fifty-five (55) with ten (10) Years of Service.


 


1.36                           “Retirement
Benefit” shall mean the benefit set forth in Article 6.


 


1.37                           “Stock”
shall mean LECG Corporation common stock, $0.001 par value, or any other equity
securities of the Company designated by the Committee.


 


1.38                           “Stock
Option Gain Account” shall mean the aggregate value, measured on any given
date, of (i) the number of shares of Stock deferred by a Participant as a
result of all Stock Option Gain Amounts, plus (ii) the number of additional
shares credited to a Participant’s Stock Option Gain Account as a result of the
deemed reinvestment of dividends in accordance with this Plan, less (iii) the
number of such shares of Stock previously distributed to the Participant or his
or her Beneficiary pursuant to this Plan, subject in each case to any
adjustments to the number of such shares determined by the Committee with
respect to the LECG Corporation  Stock
Unit Fund pursuant to Section 3.8.  This
portion of the Participant’s Account Balance shall only be distributable in
actual shares of Stock.


 


1.39                           “Stock
Option Gain Amount” shall mean, with respect to a Participant for any one Plan
Year, the portion of Qualifying Stock Option Gains deferred with respect to an
Eligible Stock Option 


 


5





















 


exercise, in accordance with Section 3.6 of this
Plan.  In the event of a Participant’s
Retirement, Disability (if deferrals cease in accordance with Section 8.1),
death or a Termination of Employment prior to the end of a Plan Year, such year’s
Stock Option Gain Amount shall be the actual amount withheld prior to such
event.


 


1.40                           “Survivor
Benefit” shall mean the benefit set forth in Article 9.


 


1.41                           “Termination
Benefit” shall mean the benefit set forth in Article 7.


 


1.42                           “Termination
of Employment” shall mean the severing of employment with all Employers,
voluntarily or involuntarily, for any reason other than Retirement, Disability,
death or an authorized leave of absence.


 


1.43                           “Terminate
the Plan”, “Termination of the Plan” shall mean a determination by an Employer’s
board of directors that (i) all of its Participants shall no longer be
eligible to participate in the Plan, (ii) all deferral elections for such
Participants shall terminate, and (iii) such Participants shall no longer be
eligible to receive company contributions under this Plan.


 


1.44                           “Trust”
shall mean one or more trusts established by the Company in accordance with
Article 17.


 


1.45                           “Trustee”
shall mean the entity named in the Trust, which is responsible for holding the
Trust assets for the benefit of Participants subject to the terms of the Trust.


 


1.46                           “Unforeseeable
Financial Emergency” shall mean an unanticipated emergency that is caused by an
event beyond the control of the Participant that would result in severe
financial hardship to the Participant resulting from (i) a sudden and
unexpected illness or accident of the Participant or a dependent of the
Participant, (ii) a loss of the Participant’s property due to casualty, or
(iii) such other extraordinary and unforeseeable circumstances arising as
a result of events beyond the control of the Participant, all as determined in
the sole discretion of the Committee.


 


1.47                           “Years
of Service” shall mean, with respect to Participants who are Employees, the
total number of full years in which a Participant has been employed by one or
more Employers.  The Committee may, in
its sole discretion, credit a Participant with additional Years of Service for
employment with a predecessor employer. 
For purposes of this definition, a year of employment shall be a 365 day
period (or 366 day period in the case of a leap year) that, for the first year
of employment, commences on the Employee’s date of hiring and that, for any
subsequent year, commences on an anniversary of that hiring date.  The Committee shall make a determination as
to whether any partial year of employment shall be counted as a Year of
Service.


 


ARTICLE 2

Selection, Enrollment, Eligibility


 


2.1                                 Selection by Committee.  Participation in the Plan shall be limited to
a select group of management and highly compensated Employees of the Employer,
as determined by the Committee in its sole discretion.  From that group, the Committee shall select,
in its sole discretion, Employees to participate in the Plan.


 


2.2                                 Enrollment Requirements.  As a condition to participation, each
selected Employee shall complete, execute and return to the Committee a Plan
Agreement, an Election Form and a Beneficiary Designation Form, all within
thirty (30) days after he or she is selected to participate 


 


6





















 


in the Plan.  In
addition, the Committee shall establish from time to time such other enrollment
requirements as it determines in its sole discretion are necessary.


 


2.3                                 Eligibility; Commencement
of Participation. 
Provided an Employee selected to participate in the Plan has met all
enrollment requirements set forth in this Plan and required by the Committee,
including returning all required documents to the Committee within the
specified time period, that Employee shall commence participation in the Plan
on the first day of the month following the month in which the Employee
completes all enrollment requirements. 
If an Employee fails to meet all such requirements within the period
required, in accordance with Section 2.2, that Employee shall not be eligible
to participate in the Plan until the first day of the Plan Year following the
delivery to and acceptance by the Committee of the required documents.


 


2.4                                 Termination of
Participation and/or Deferrals.  If the Committee determines in good faith
that a Participant no longer qualifies as a member of a select group of
management or highly compensated employees, as membership in such group is
determined in accordance with Sections 201(2), 301(a)(3) and 401(a)(1) of
ERISA, the Committee shall have the right, in its sole discretion, to
(i) terminate any deferral election the Participant has made for the
remainder of the Plan Year in which the Participant’s membership status
changes, (ii) prevent the Participant from making future deferral
elections and/or (iii) immediately distribute the Participant’s then
vested Account Balance as a Termination Benefit and terminate the Participant’s
participation in the Plan.


 


ARTICLE 3

Deferral Commitments/Company Contribution Amounts/Stock Option Gain
Amounts/Vesting/Crediting/Taxes


 


3.1                                 Minimum Deferrals.


 


(a)                                  Base Annual Salary, Bonus, Expert Fees and Project
Origination Fees.  For
each Plan Year, a Participant may elect to defer, as his or her Annual Deferral
Amount, Base Annual Salary, Bonus, Expert Fees and/or Project Origination Fees
in the following minimum amounts for each deferral elected:


 


	
  Deferral

  	
   

  	
  Minimum Amount

  	
   

  
	
  Base Annual Salary, Bonus, Expert Fees and/or
  Project Origination Fees

  	
   

  	
  $5,000 aggregate

  	
   

  



 


If an election is made for less than the stated
minimum amounts, or if no election is made, the amount deferred shall be zero.


 


(b)                                 Stock Option Gain Amount.  Subject to the restrictions set forth in
Section 3.3(c)(iii), for each Eligible Stock Option, a Participant may elect to
defer, as his or her Stock Option Gain Amount, the following minimum percentage
of Qualifying Stock Option Gains with respect to exercise of the Eligible Stock
Option:


 


7





















 


	
  Deferral

  	
   

  	
  Minimum Percentage

  	
   

  
	
  Qualifying Stock Option Gain

  	
   

  	
  0

  	
  %

  



 


If no election is made, the percentage deferred shall
be zero.


 


(c)                                  Short Plan Year.  Notwithstanding the foregoing, if a
Participant first becomes a Participant after the first day of a Plan Year, or
in the case of the First Plan Year of the Plan itself, the minimum Annual
Deferral Amount shall be an amount equal to the minimum set forth above,
multiplied by a fraction, the numerator of which is the number of complete
months remaining in the Plan Year and the denominator of which is 12.


 


3.2                                 Maximum Deferral.


 


(a)                                  Base Annual Salary, Bonus, Expert Fees and Project
Origination Fees.  For
each Plan Year, a Participant may elect to defer, as his or her Annual Deferral
Amount, Base Annual Salary, Bonus, Expert Fees and/or Project Origination Fees
up to an amount which does not exceed fifteen percent (15%) of such Participant’s
total compensation for the Plan Year. 
For purposes of this Section 3.2(a), a Participant’s total compensation
shall be equal to the sum of such Participant’s Base Annual Salary, Bonus,
Expert Fees, and/or Project Origination Fees.


 


(b)                                 Stock Option Gain Amount.  Subject to the restrictions set forth in
Section 3.3(c)(iii), for each Eligible Stock Option, a Participant may elect to
defer, as his or her Stock Option Gain Amount, Qualifying Stock Option Gains up
to the following maximum percentage with respect to exercise of the Eligible
Stock Option:


 


	
  Deferral

  	
   

  	
  Maximum Percentage

  	
   

  
	
  Qualifying Stock Option Gain

  	
   

  	
  100

  	
  %

  



 


Stock Option Gain Amounts may also be limited by other
terms or conditions set forth in the stock option plan or agreement under which
such options are granted.


 


(c)                                  Short Plan Year.  Notwithstanding the foregoing, if a
Participant first becomes a Participant after the first day of a Plan Year, the
maximum Annual Deferral Amount (i) with respect to Base Annual Salary shall be
limited to the amount of compensation not yet earned by the Participant as of
the date the Participant submits a Plan Agreement and Election Form to the
Committee for acceptance, and (ii) with respect to Bonus, Expert Fees and
Project Origination Fees shall be limited to those amounts deemed eligible for
deferral, in the sole discretion of the Committee.


 


3.3                                 Election to Defer; Effect
of Election Form.


 


(a)                                  First Plan Year.  In connection with a Participant’s
commencement of participation in the Plan, the Participant shall make an
irrevocable deferral election for the Plan Year in which the Participant
commences participation in the Plan, along with such other elections as the
Committee deems necessary or desirable under the Plan.  For these 


 


8





















 


elections to be valid, the Election Form must be
completed and signed by the Participant, timely delivered to the Committee (in
accordance with Section 2.2 above) and accepted by the Committee.


 


(b)                                 Subsequent Plan Years.  For each succeeding Plan Year, an irrevocable
deferral election for that Plan Year, and such other elections as the Committee
deems necessary or desirable under the Plan, shall be made by timely delivering
a new Election Form to the Committee, in accordance with its rules and
procedures, before the end of the Plan Year preceding the Plan Year for which
the election is made.  If no such
Election Form is timely delivered for a Plan Year, the Annual Deferral Amount
shall be zero for that Plan Year.


 


(c)                                  Stock Option Gain Deferral.


 


(i)                                     For
an election to defer gain upon the exercise of an Eligible Stock Option to be
valid: (i) a separate Election Form must be completed and signed by the
Participant with respect to the Eligible Stock Option; (ii) such election must
be irrevocable; (iii) the executed Election Form must be timely delivered to
the Committee or its designee at least six (6) months prior to the date the
Participant elects to exercise the Eligible Stock Option; (iv) the Participant
must agree not to exercise the Eligible Stock Option prior to six (6) months
from the date the executed, irrevocable Election Form is submitted to the
Committee or its designee; (v) the Eligible Stock Option must be exercised
using the “Stock-for-Stock payment method”; and (vi) the Stock constructively
delivered by the Participant to exercise the Eligible Stock Option must have
been owned by the Participant during the entire six (6) month period prior to
its delivery and/or otherwise qualify the Eligible Stock Option for favorable
accounting treatment, as determined in the sole discretion of the Committee.


 


(ii)                                  Notwithstanding
any other provision of this Plan to the contrary, (i) an Eligible Stock Option
may be exercised prior to the end of the six (6) month period following the
date on which the executed Election Form is delivered to the Committee or its
designee, and (ii) the resulting Qualifying Stock Option Gain will not be
deferred into this Plan, if (a) a Change in Control occurs, or (b) the
Participant Retires, dies while an Employee, or experiences a Termination of
Employment, and the Eligible Stock Option would otherwise expire prior to the
end of the six (6) month period following the date on which the executed
Election Form was delivered to the Committee or its designee.


 


(iii)                               Notwithstanding
the foregoing, the Committee shall interpret all provisions in this Plan
relating to the deferral of Qualifying Stock Option Gains from the exercise of
an Eligible Stock Option in a manner that is consistent with applicable tax
law, including, but not limited to, guidance issued after the effective date of
this Plan.  Accordingly, the Committee
shall, in its sole discretion, determine whether to accept Participant Election
Forms deferring the gain from the exercise of Eligible Stock Options.  Once an Election Form is accepted, the
Committee shall also determine, in its sole discretion, whether the resulting
Qualifying Stock Option Gains will be a permissible deferral under the
applicable tax law.


 


9





















 


3.4                                 Withholding and Crediting
of Annual Deferral Amounts. 
For each Plan Year, the Base Annual Salary portion of the Annual
Deferral Amount shall be withheld from each regularly scheduled Base Annual
Salary payroll in equal amounts, as adjusted from time to time for increases
and decreases in Base Annual Salary.  The
Bonus, Expert Fees and/or Project Origination Fees portion of the Annual
Deferral Amount shall be withheld at the time the Bonus, Expert Fees and/or
Project Origination Fees are or otherwise would be paid to the Participant,
whether or not this occurs during the Plan Year itself.  Annual Deferral Amounts shall be credited to
a Participant’s Deferral Account at the time such amounts would otherwise have
been paid to the Participant. 
Notwithstanding the foregoing, the Committee shall suspend a Participant’s
deferrals of Expert Fees and/or Project Origination Fees during any period in
which the Participant has an outstanding draw balance, as determined by the
Committee in its sole discretion. 
Furthermore, the Committee shall reinstate the Participant’s deferrals,
in accordance with the Participant’s deferral election, once the outstanding
draw balance is reduced to zero, as determined by the Committee in its sole
discretion.


 


3.5                                 Annual Company
Contribution Amount.


 


(a)                                  For
each Plan Year, an Employer may be required to credit amounts to a Participant’s
Company Contribution Account in accordance with employment or other agreements
entered into between the Participant and the Employer.  Such amounts shall be credited on the date or
dates prescribed by such agreements.


 


(b)                                 For
each Plan Year, an Employer, in its sole discretion, may, but is not required
to, credit any amount it desires to any Participant’s Company Contribution
Account under this Plan, which amount shall be for that Participant the Annual
Company Contribution Amount for that Plan Year. 
The amount so credited to a Participant may be smaller or larger than
the amount credited to any other Participant, and the amount credited to any
Participant for a Plan Year may be zero, even though one or more other
Participants receive an Annual Company Contribution Amount for that Plan
Year.  The Annual Company Contribution
Amount described in this Section 3.5(b), if any, shall be credited on a date or
dates to be determined by the Committee, in its sole discretion.


 


3.6                                 Stock Option Gain Amount.  Subject to any terms and conditions imposed
by the Committee, Participants may elect to defer, under the Plan, all or some
portion of Qualifying Stock Option Gains attributable to an Eligible Stock
Option exercise, which amount shall be for that Participant the Stock Option
Gain Amount for that Plan Year.  The
portion of any Qualifying Stock Option Gains shall be reflected on the books of
the Company as an unfunded, unsecured promise to deliver to the Participant a
specific number of actual shares of Stock in the future.  Such shares of Stock would otherwise have
been delivered to the Participant, pursuant to the Eligible Stock Option
exercise, but for the Participant’s election to defer.


 


3.7                                 Vesting.


 


(a)                                  A
Participant shall at all times be 100% vested in his or her Deferral Account
and Stock Option Gain Account.


 


(b)                                 A
Participant shall be vested in his or her Company Contribution Account in
accordance with the vesting schedule(s) set forth in his or her Plan Agreement,
employment agreement or any other agreement entered into between the
Participant and his or her 


 


10





















 


Employer.  If
not addressed in such agreements, a Participant shall vest in his or her
Company Contribution Account in accordance with the schedule declared by the
Committee in its sole discretion.


 


(c)                                  Notwithstanding
anything to the contrary contained in this Section 3.7, in the event of a
Change in Control, or upon a Participant’s Retirement, death while employed by
an Employer, or Disability, a Participant’s Company Contribution Account shall
immediately become 100% vested (if it is not already vested in accordance with
the above vesting schedules).


 


(d)                                 Notwithstanding
subsection 3.7(c) above, the vesting schedule for a Participant’s Company
Contribution Account shall not be accelerated to the extent that the Committee,
in its sole discretion, determines that such acceleration would cause the
deduction limitations of Section 280G of the Code to become effective.


 


(e)                                  Section
3.7(d) shall not prevent the acceleration of the vesting schedule applicable to
a Participant’s Company Contribution Account if such Participant is entitled to
a “gross-up” payment, to eliminate the effect of the Code section 4999 excise
tax, pursuant to his or her employment agreement or other agreement entered
into between such Participant and the Employer.


 


(f)                                    Regardless
of whether or not a Participant’s Company Contribution Account has become fully
vested, that account will be forfeited if the Participant’s relationship with
an Employer is terminated “for cause”.  “For
cause” means (i) conduct by the Participant intended to or significantly likely
to injure an Employer’s business or reputation (if such conduct continues for a
period of at least ten days following written notice to the Participant
specifying the conduct at issue), (ii) significant failure by the Participant
to perform his duties for an Employer (if this failure continues for a period
of at least ten days after written notice to the Participant specifying the
failure at issue), (iii) embezzlement by the Participant, or (iv) material
breach by the Participant of any of the terms and conditions of the Participant’s
relationship with an Employer.


 


3.8                                 Crediting/Debiting of
Account Balances.  In
accordance with, and subject to, the rules and procedures that are established
from time to time by the Committee, in its sole discretion, amounts shall be
credited or debited to a Participant’s Account Balance in accordance with the
following rules:


 


(a)                                  Measurement Funds.  Subject to the restrictions found in Section 3.8(c)
below, the Participant may elect one or more of the measurement funds selected
by the Committee, in its sole discretion, which are based on certain mutual
funds (the “Measurement Funds”), for the purpose of crediting or debiting
additional amounts to his or her Account Balance.  As necessary, the Committee may, in its sole
discretion, discontinue, substitute or add a Measurement Fund.  Each such action will take effect as of the
first day of the first calendar quarter that begins at least thirty (30) days
after the day on which the Committee gives Participants advance written notice
of such change.


 


(b)                                 Election of Measurement Funds.  Subject to the restrictions found in Section 3.8(c)
below, a Participant, in connection with his or her initial deferral election
in accordance with Section 3.3(a) above, shall elect, on the Election Form, one
or more Measurement 


 


11





















 


Fund(s) (as described in Section 3.8(a) above) to be
used to determine the amounts to be credited or debited to his or her Account
Balance.  If a Participant does not elect
any of the Measurement Funds as described in the previous sentence, the
Participant’s Account Balance shall automatically be allocated into the
lowest-risk Measurement Fund, as determined by the Committee, in its sole
discretion.  Subject to the restrictions
found in Section 3.8(c) below, the Participant may (but is not required to)
elect, by submitting an Election Form to the Committee that is accepted by the
Committee, to add or delete one or more Measurement Fund(s) to be used to
determine the amounts to be credited or debited to his or her Account Balance,
or to change the portion of his or her Account Balance allocated to each
previously or newly elected Measurement Fund. 
If an election is made in accordance with the previous sentence, it
shall apply as of the first business day deemed reasonably practicable by the
Committee, in its sole discretion, and shall continue thereafter for each
subsequent day in which the Participant participates in the Plan, unless
changed in accordance with the previous sentence.


 


(c)                                  LECG
Corporation Stock Unit Fund.


 


(i)                                     LECG
Corporation Stock Unit Fund.   A Participant’s Stock Option Gain Account
will be automatically and irrevocably allocated to the LECG Corporation Stock
Unit Fund Measurement Fund.  Participants
may not select any other Measurement Fund to be used to determine the amounts
to be credited or debited to their Stock Option Gain Account.  Furthermore,
no other portion of the Participant’s Account Balance can be either initially
allocated or re-allocated to the LECG Corporation Stock Unit Fund.


 


(ii)                                  Any
stock dividends, cash dividends or other non-cash dividends that would have
been payable on the Stock credited to a Participant’s Account Balance shall be
credited to the Participant’s Account Balance in the form of additional shares
of Stock and shall automatically and irrevocably be deemed to be re-invested in
the LECG Corporation Stock Unit Fund until such amounts are distributed to the
Participant.  The number of shares
credited to the Participant for a particular stock dividend shall be equal to
(a) the number of shares of Stock credited to the Participant’s Account Balance
as of the payment date for such dividend in respect of each share of Stock,
multiplied by (b) the number of additional shares of Stock actually paid as a
dividend in respect of each share of Stock. 
The number of shares credited to the Participant for a particular cash
dividend or other non-cash dividend shall be equal to (a) the number of shares
of Stock credited to the Participant’s Account Balance as of the payment date
for such dividend in respect of each share of Stock, multiplied by (b) the fair
market value of the dividend, divided by (c) the “fair market value” of the
Stock on the payment date for such dividend.


 


(iii)                               The
number of shares of Stock credited to the Participant’s Account Balance may be
adjusted by the Committee, in its sole discretion, to prevent dilution or
enlargement of Participants’ rights with respect to the portion of his or her
Account Balance allocated to the LECG Corporation Stock Unit Fund in the event
of any reorganization, reclassification, stock split, or other unusual corporate



 


12





















 


transaction or event which affects the value of the
Stock, provided that any such adjustment shall be made taking into account any
crediting of shares of Stock to the Participant under Section 3.8.


 


(iv)                              For
purposes of this Section 3.8(c), the fair market value of the Stock shall be
determined by the Committee in its sole discretion.


 


(d)                                 Proportionate Allocation.  In making any election described in Section 3.8(b)
above, the Participant shall specify on the Election Form, in increments of one
percent (1%), the percentage of his or her Account Balance to be allocated to a
Measurement Fund (as if the Participant was making an investment in that
Measurement Fund with that portion of his or her Account Balance).


 


(e)                                  Crediting or Debiting Method.  The performance of each elected Measurement
Fund (either positive or negative) will be determined by the Committee, in its
sole discretion, based on the performance of the Measurement Funds themselves.  A Participant’s Account Balance shall be
credited or debited on a daily basis based on the performance of each
Measurement Fund selected by the Participant, such performance being
determined by the Committee in its sole discretion.


 


(f)                                    No Actual Investment.  Notwithstanding any other provision of this
Plan that may be interpreted to the contrary, the Measurement Funds are to be
used for measurement purposes only, and a Participant’s election of any such
Measurement Fund, the allocation to his or her Account Balance thereto, the
calculation of additional amounts and the crediting or debiting of such amounts
to a Participant’s Account Balance shall  not be considered or
construed in any manner as an actual investment of his or her Account Balance
in any such Measurement Fund.  In the
event that the Company or the Trustee (as that term is defined in the Trust),
in its own discretion, decides to invest funds in any or all of the investments
on which the Measurement Funds are based, no Participant shall have any rights in
or to such investments themselves. 
Without limiting the foregoing, a Participant’s Account Balance shall at
all times be a bookkeeping entry only and shall not represent any investment
made on his or her behalf by the Company or the Trust; the Participant shall at
all times remain an unsecured creditor of the Company.


 


3.9                                 FICA and Other Taxes.


 


(a)                                  Annual Deferral Amounts.  For each Plan Year in which an Annual
Deferral Amount is being withheld from a Participant, the Participant’s
Employer(s) shall withhold from that portion of the Participant’s Base Annual
Salary, Bonus, Expert Fees and/or Project Origination Fees that are not being
deferred, in a manner determined by the Employer(s), the Participant’s share of
FICA and other employment taxes on such Annual Deferral Amount.  If necessary, the Committee may reduce the
Annual Deferral Amount in order to comply with this Section 3.9.


 


(b)                                 Company Contribution Account.  When a participant becomes vested in a
portion of his or her Company Contribution Account, the Participant’s
Employer(s) shall withhold from the Participant’s Base Annual Salary, Bonus,
Expert Fees and/or Project Origination Fees that are not deferred, in a manner
determined by the Employer(s), the Participant’s share of FICA and other employment
taxes.  If necessary, the Committee may
reduce the 


 


13





















 


vested portion of the Participant’s Company
Contribution Account, as applicable, in order to comply with this Section 3.9.


 


(c)                                  Stock Option Gain Amounts.  For each Plan Year in which a Stock Option
Gain Amount is being first withheld from a Participant, the Participant’s
Employer(s) shall withhold from that portion of the Participant’s Base Annual
Salary, Bonus, Expert Fees, Project Origination Fees and/or Qualifying Stock
Option Gains that is not being deferred, in a manner determined by the
Employer(s), the Participant’s share of FICA and other employment taxes on such
Stock Option Gain Amount.  If necessary,
the Committee may reduce the Stock Option Gain Amount in order to comply with
this Section 3.9.


 


(d)                                 Distributions.  The Participant’s Employer(s), or the trustee
of the Trust, shall withhold from any payments made to a Participant under this
Plan all federal, state and local income, employment and other taxes required
to be withheld by the Employer(s), or the trustee of the Trust, in connection
with such payments, in amounts and in a manner to be determined in the sole
discretion of the Employer(s) and the trustee of the Trust.


 


ARTICLE 4

Deduction Limitation; Right of Offset


 


4.1                                 Deduction Limitation on
Benefit Payments.  If
an Employer determines in good faith prior to a Change in Control that there is
a reasonable likelihood that any compensation paid to a Participant for a
taxable year of the Employer would not be deductible by the Employer solely by
reason of the limitation under Code Section 162(m), then to the extent deemed
necessary by the Employer to ensure that the entire amount of any distribution
to the Participant pursuant to this Plan prior to the Change in Control is
deductible, the Employer may defer all or any portion of a distribution under
this Plan.  Any amounts deferred pursuant
to this limitation shall continue to be credited/debited with additional
amounts in accordance with Section 3.8 above, even if such amount is being paid
out in installments.  The amounts so
deferred and amounts credited thereon shall be distributed to the Participant
or his or her Beneficiary (in the event of the Participant’s death) at the
earliest possible date, as determined by the Employer in good faith, on which
the deductibility of compensation paid or payable to the Participant for the
taxable year of the Employer during which the distribution is made will not be
limited by Section 162(m), or if earlier, the effective date of a Change in
Control.  Notwithstanding anything to the
contrary in this Plan, the Deduction Limitation shall not apply to any
distributions made after a Change in Control.


 


4.2                                 Right of Offset.  A Participant’s Employer shall have the right
to (i) withhold any amount owed by the Participant to the Employer from any
amounts payable to such Participant under this Plan, and (ii) set-off and apply
the amount withheld to reduce the amount owed by the Participant to the
Employer.


 


14





















 


ARTICLE 5

 In-Service Distribution;
Unforeseeable Financial Emergencies;

Withdrawal Election


 


5.1                                 In-Service
Distribution.  In
connection with each election to defer an Annual Deferral Amount, a Participant
may irrevocably elect to receive an In-Service Distribution from the Plan with
respect to all or a portion of the Annual Deferral Amount.  The In-Service Distribution shall be a lump
sum payment in an amount that is equal to the portion of the Annual Deferral
Amount, plus amounts credited or debited in the manner provided in
Section 3.8 above on that amount, calculated as of the close of business
on or around the date on which the In-Service Distribution becomes payable, as
determined by the Committee in its sole discretion.  Subject to the other terms and conditions of
this Plan, each In-Service Distribution elected shall be paid out during a
sixty (60) day period commencing immediately after the first day of any Plan
Year designated by the Participant.  The
Plan Year designated by the Participant must be at least three Plan Years after
the end of the Plan Year in which the Annual Deferral Amount is actually
deferred.  By way of example, if an
In-Service Distribution is elected for Annual Deferral Amounts that are
deferred in the Plan Year commencing January 1, 2005, the In-Service
Distribution would become payable during a sixty (60) day period commencing
January 1, 2009.


 


5.2                                 Other Benefits Take
Precedence Over In-Service Distributions.  Should an event occur that triggers a benefit
under Sections 5.3, 5.5 or 5.6, or Articles 6, 7, 8 or 9, any Annual Deferral
Amount, plus amounts credited or debited thereon, that is subject to an
In-Service Distribution election under Section 5.1 shall not be paid in accordance
with Section 5.1 but shall be paid in accordance with the other applicable
Section or Article.


 


5.3                                 Designated Distribution.  A Participant may irrevocably elect, on an
Election Form, to receive a Designated Distribution upon the attainment of an
age specified by the Participant (which cannot be earlier than age sixty-five
(65)), if the Participant attains the specified age prior to his or her
separation from service with the Company; provided, however, any such Election
Form must be submitted to and accepted by the Committee in its sole discretion
at least thirteen (13) months prior to the Participant’s attainment of the
specified age.  The Designated
Distribution shall be equal to the Participant’s vested Account Balance,
calculated as of the close of business on or around the date on which the
Participant attains the specified age, as determined by the Committee in its
sole discretion, and shall be paid in a lump sum or pursuant to an Annual
Installment Method of up to fifteen (15) years, as elected by the Participant
in advance on the Election Form.  The
Participant may change his or her election to an allowable alternative form of
payment by submitting a new Election Form to the Committee, provided that any
such Election Form is submitted to and accepted by the Committee in its sole
discretion at least thirteen (13) months prior to the Participant’s attainment
of the specified age.  The Election Form
most recently accepted by the Committee shall govern the payout of a
Participant’s Designated Distribution. 
If a Participant does not make any election with respect to the payment
of the Designated Distribution, then such distribution shall be payable in a
lump sum.  The lump sum payment shall be
made, or installment payments shall commence, no later than sixty (60) days
after the Participant’s attainment of the specified age.  Remaining installments, if any, shall be paid
no later than sixty (60) days after each anniversary of such date.  A Participant who elects to receive a
Designated Distribution shall not be allowed to defer any additional amounts
into the 


 


15





















 


Plan after the Participant’s attainment of the
specified age, but will continue to be considered a Participant for all other
purposes of this Plan; provided, however, once the Designated Distribution is
paid in full, the Participant’s participation in the Plan shall terminate.


 


5.4                                 Other Benefits Take
Precedence Over Designated Distributions.  If a Participant elects to receive a
Designated Distribution but an event occurs that triggers a benefit under
Articles 6, 7, 8 or 9 prior to such Participant’s attainment of the specified
age, the Participant’s vested Account Balance shall not be paid in accordance
with Section 5.3 but shall be paid in accordance with the other applicable
Article.


 


5.5                                 Withdrawal
Payout/Suspensions for Unforeseeable Financial Emergencies.  If the Participant experiences an
Unforeseeable Financial Emergency, the Participant may petition the Committee
(i) to suspend any deferrals required to be made by such Participant or
(ii) to suspend any deferrals required to be made by such Participant and
receive a partial or full payout from the Plan. 
The payout shall not exceed the lesser of the Participant’s vested
Account Balance, excluding the portion of the Account Balance attributable to
the Stock Option Gain Account, calculated as if such Participant were receiving
a Termination Benefit, or the amount reasonably needed to satisfy the
Unforeseeable Financial Emergency.  A
Participant may not receive a payout from the Plan to the extent that the
Unforeseeable Financial Emergency is or may be relieved (i) through
reimbursement or compensation by insurance or otherwise, (ii) by liquidation of
the Participant’s assets, to the extent the liquidation of such assets would
not itself cause severe financial hardship or (iii) by suspension of deferrals
under this Plan.


 


If the Committee, in its sole discretion, approves a
Participant’s petition for suspension, the Participant’s deferrals under this
Plan shall be suspended as of the date of such approval.  If the Committee, in its sole discretion,
approves a Participant’s petition for suspension and payout, the Participant’s
deferrals under this Plan shall be suspended as of the date of such approval
and the Participant shall receive a payout from the Plan within sixty (60) days
of the date of such approval.


 


5.6                                 Withdrawal Election.  A Participant may elect, at any time, to
withdraw all or a portion of his or her vested Account Balance, excluding the
portion of the Account Balance attributable to the Stock Option Gain
Account.  For purposes of this Section 5.6,
the value of a Participant’s vested Account Balance shall be calculated as of
the close of business on or around the date on which receipt of the Participant’s
election is acknowledged by the Committee, as determined by the Committee in
its sole discretion, less a withdrawal penalty equal to 10% of the amount
withdrawn (the net amount shall be referred to as the “Withdrawal Amount”).  This election can be made at any time, before
or after Retirement, Termination of Employment or Disability, and whether or
not the Participant is in the process of being paid pursuant to an installment
payment schedule.  The Participant shall
make this election by giving the Committee advance written notice of the
election in a form determined from time to time by the Committee.  The Participant shall be paid the Withdrawal
Amount within sixty (60) days of his or her election.  Once the Withdrawal Amount is paid, the
Participant’s participation in the Plan shall be suspended for the remainder of
the Plan Year in which the withdrawal is elected and for one (1) full Plan Year
thereafter (the “Suspension Period”). 
During the Suspension Period, the Participant will continue to be
eligible for the benefits provided in Articles 5, 6, 7, 8, or 9 in accordance
with the provisions of those Articles, and any previously elected deferrals of
Qualifying Stock Option 


 


16





















 


Gains will continue to be withheld.  However, the Participant’s Annual Deferral
Amount shall not be withheld during the Suspension Period, and the Participant
shall not be allowed to make any deferral elections during the Suspension
Period.


 


ARTICLE 6

Retirement Benefit


 


6.1                                 Retirement Benefit.  A Participant who Retires shall receive, as a
Retirement Benefit, his or her vested Account Balance, calculated as of the
close of business on or around the date on which the Participant Retires, as
determined by the Committee in its sole discretion.


 


6.2                                 Payment of Retirement
Benefit.  A
Participant, in connection with his or her commencement of participation in the
Plan, shall elect on an Election Form to receive the Retirement Benefit in a
lump sum or pursuant to an Annual Installment Method of up to 15 years.  The Participant may change his or her
election to an allowable alternative payout period by submitting a new Election
Form to the Committee, provided that any such Election Form is submitted to and
accepted by the Committee in its sole discretion at least thirteen (13) months
prior to the Participant’s Retirement. 
The Election Form most recently accepted by the Committee shall govern
the payout of the Retirement Benefit; provided, however, a Participant’s
Retirement Benefit shall be payable in a lump sum regardless of any election
such Participant may have made if (i) a Participant Retires following a Change
in Control, or (ii) a Participant’s vested Account Balance at the time of his
or her Retirement is $25,000 or less.  If
a Participant does not make any election with respect to the payment of the
Retirement Benefit, then such benefit shall be payable in a lump sum.  The lump sum payment shall be made, or
installment payments shall commence, no later than sixty (60) days after the
date on which the Participant Retires. 
Remaining installments, if any, shall be paid no later than sixty (60)
days after each anniversary of the date on which the Participant Retires.


 


ARTICLE 7

Termination Benefit


 


7.1                                 Termination Benefit.  A Participant who experiences a Termination
of Employment shall receive a Termination Benefit, which shall be equal to the
Participant’s vested Account Balance, calculated as of the close of business on
or around the date on which the Participant experiences a Termination of
Employment, as determined by the Committee in its sole discretion.


 


7.2                                 Payment of Termination
Benefit.  The
Termination Benefit shall be paid to the Participant in a lump sum payment;
provided, however, the Committee may, in its sole discretion, pay a Participant’s
Termination Benefit pursuant to an Annual Installment Method of up to 5
years.  Notwithstanding the foregoing, if
a Participant experiences a Termination of Employment following a Change in
Control, then such Participant’s Termination Benefit shall be payable in a lump
sum and the Committee shall have no discretion to pay installments in lieu of a
lump sum.  The lump sum payment shall be
made, or installments shall commence, no later than sixty (60) days after the
date on which the Participant experiences the Termination of Employment.  Remaining installments, if any, shall be paid
no later than sixty (60) days after each anniversary of the date on which the
Participant experiences a Termination of Employment.


 


17





















 


ARTICLE 8

Disability Waiver and Benefit


 


8.1                                 Disability Waiver.  


 


(a)                                  Waiver of Deferral.  A Participant who is determined to be
suffering from a Disability shall be excused from fulfilling that portion of
the Annual Deferral Amount commitment that would otherwise have been withheld
from a Participant’s Base Annual Salary, Bonus, Expert Fees and/or Project
Origination Fees for the Plan Year during which the Participant first suffers a
Disability; however, any previously elected deferrals of Qualifying Stock
Option Gains shall continue to be withheld during such Disability in accordance
with Section 3.3.  During the period of
Disability, the Participant shall not be allowed to make any additional
deferral elections, but will continue to be considered a Participant for all
other purposes of this Plan.


 


(b)                                 Deferral Following Disability.  If a Participant returns to employment as an
Employee with an Employer after a Disability ceases, the Participant may elect
to defer an Annual Deferral Amount and Stock Option Gain Amount for the Plan
Year following his or her return to employment or service and for every Plan
Year thereafter while a Participant in the Plan; provided such deferral
elections are otherwise allowed and an Election Form is delivered to and
accepted by the Committee for each such election in accordance with
Section 3.3 above.


 


8.2                                 Continued Eligibility;
Disability Benefit.


 


(a)                                  Continued Eligibility.  A Participant suffering a Disability shall,
for benefit purposes under this Plan, continue to be considered to be employed,
and shall be eligible for the benefits provided for in Articles 5, 6, 7, 8
or 9 in accordance with the provisions of those Articles.  Notwithstanding the above, the Committee
shall have the right to, in its sole and absolute discretion and for purposes
of this Plan only, deem the Participant’s employment to have terminated at any
time after such Participant is determined to be suffering a Disability.


 


(b)                                 Deemed Termination of Employment.  If, in the Committee’s discretion, the
Disabled Participant’s employment has terminated, and such Participant is not
otherwise eligible to Retire, the Participant shall be deemed to have
experienced a Termination of Employment for purposes of this Plan and will
receive a Disability Benefit.  The
Disability Benefit shall be equal to his or her vested Account Balance,
calculated as of the close of business on or around the date on which the
Participant is deemed to have experienced a Termination of Employment, as
determined by the Committee in its sole discretion.  The Disability Benefit shall be paid to the
Participant in the same form in which such Participant’s Termination Benefit
would otherwise have been paid.  The lump
sum payment shall be made, or installments shall commence, no later than sixty
(60) days after the date on which the Committee deems the Disabled Participant
to have experienced a Termination of Employment.  Remaining installments, if any, shall be paid
no later than sixty (60) days after each anniversary of the date on which the
Committee deems the Disabled participant to have experienced a Termination of
Employment.


 


18





















 


(c)                                  Deemed Retirement.  If, in the Committee’s discretion, the
Disabled Participant’s employment has terminated, and such Participant is
otherwise eligible to Retire, the Participant shall be deemed to have Retired
and will receive a Disability Benefit. 
The Disability Benefit shall be equal to his or her vested Account
Balance, calculated as of the close of business on or around the date on which
the Participant is deemed to have Retired, as determined by the Committee in
its sole discretion.  The Participant
shall receive his or her Disability Benefit in the same form in which such
Participant elected to receive his or her Retirement Benefit; provided,
however, if the Participant’s vested Account Balance at the time of the
Committee’s determination is $25,000 or less, payment of the Disability Benefit
will be made in a lump sum.  The lump sum
payment shall be made, or installment payments shall commence, no later than
sixty (60) days after the date on which the Disabled Participant is deemed
to have Retired.  Remaining installments,
if any, shall be paid no later than sixty (60) days after each anniversary of
the date on which the Disabled Participant is deemed to have Retired.


 


ARTICLE 9

Survivor Benefit


 


9.1                                 Survivor Benefit.  The Participant’s Beneficiary(ies) shall
receive a Survivor Benefit upon the Participant’s death which will be equal to
the Participant’s vested Account Balance, calculated as of the close of
business on or around the date of the Participant’s death, as selected by the
Committee in its sole discretion, if the Participant dies prior to (i) his or
her Retirement, Termination of Employment or Disability, or (ii) the complete
distribution of his or her Retirement Benefit, Termination Benefit, Disability
Benefit, or Designated Distribution, calculated as of the close of business on
or around the date of the Participant’s death, as selected by the Committee in
its sole discretion.


 


9.2                                 Payment of Survivor
Benefit.  The Survivor
Benefit shall be paid to the Participant’s Beneficiary(ies) in a lump sum
payment no later than sixty (60) days after the date on which the Committee is
provided with proof that is satisfactory to the Committee of the Participant’s
death.


 


ARTICLE
10

Beneficiary Designation


 


10.1                           Beneficiary.  Each Participant shall have the right, at any
time, to designate his or her Beneficiary(ies) (both primary as well as
contingent) to receive any benefits payable under the Plan to a beneficiary
upon the death of a Participant.  The
Beneficiary designated under this Plan may be the same as or different from the
Beneficiary designation under any other plan of an Employer in which the
Participant participates.


 


19





















 


10.2                           Beneficiary Designation;
Change.  A Participant
shall designate his or her Beneficiary by completing and signing the
Beneficiary Designation Form, and returning it to the Committee or its
designated agent.  A Participant shall
have the right to change a Beneficiary by completing, signing and otherwise
complying with the terms of the Beneficiary Designation Form and the Committee’s
rules and procedures, as in effect from time to time.  Upon the acceptance by the Committee of a new
Beneficiary Designation Form, all Beneficiary designations previously filed
shall be canceled.  The Committee shall
be entitled to rely on the last Beneficiary Designation Form filed by the
Participant and accepted by the Committee prior to his or her death.


 


10.3                           Acknowledgment.  No designation or change in designation of a
Beneficiary shall be effective until received and acknowledged in writing by
the Committee or its designated agent.


 


10.4                           No Beneficiary Designation.  If a Participant fails to designate a
Beneficiary as provided in Sections 10.1, 10.2 and 10.3 above or, if all
designated Beneficiaries predecease the Participant or die prior to complete
distribution of the Participant’s benefits, then the Participant’s designated
Beneficiary shall be deemed to be his or her surviving spouse.  If the Participant has no surviving spouse,
the benefits remaining under the Plan to be paid to a Beneficiary shall be
payable to the executor or personal representative of the Participant’s estate.


 


10.5                           Doubt as to Beneficiary.  If the Committee has any doubt as to the
proper Beneficiary to receive payments pursuant to this Plan, the Committee
shall have the right, exercisable in its discretion, to cause the Participant’s
Employer to withhold such payments until this matter is resolved to the
Committee’s satisfaction.


 


10.6                           Discharge of Obligations.  The payment of benefits under the Plan to a
Beneficiary shall fully and completely discharge all Employers and the
Committee from all further obligations under this Plan with respect to the
Participant, and that Participant’s Plan Agreement shall terminate upon such
full payment of benefits.


 


ARTICLE
11

Forfeiture of Benefits


 


11.1                           Forfeiture of Benefits.  Except in the case where a Participant’s
services with the Company is terminated by the Company without cause, if a
Participant, during the two (2) year period following his or her severance from
service with the Company, engages in any employment with a competitor of the
Company within the geographical area which is then served by the Company, such
Participant and his or her Beneficiaries will forfeit, to the extent permitted
by law, any portion of the Participant’s Company Contribution Account Balance
that has not been distributed as of the date on which the Committee determines
that the Participant has engaged in such activities, regardless of whether such
amounts are fully vested.  Any dispute arising
under or with respect to this Section 11.1 shall be subject to the claims
procedure set forth in Article 16.


 


ARTICLE
12

Leave of Absence


 


12.1                           Paid Leave of Absence.  If a Participant is authorized by the
Participant’s Employer for any reason to take a paid leave of absence from the
employment of the Employer, the Participant 


 


20





















 


shall continue to be considered employed by the
Employer and the Annual Deferral Amount and any previously elected deferrals of
Qualifying Stock Option Gains shall continue to be withheld during such paid
leave of absence in accordance with Section 3.3.


 


12.2                           Unpaid Leave of Absence.  If a Participant is authorized by the
Participant’s Employer for any reason to take an unpaid leave of absence from
the employment of the Employer, the Participant shall continue to be considered
employed by the Employer and the Participant shall be excused from making
deferrals until the earlier of the date the leave of absence expires or the
Participant returns to a paid employment status.  However, the Participant shall not be excused
from fulfilling his or her Qualifying Stock Option Gains deferral commitment
that would otherwise have been withheld during the remainder of the Plan Year
in which the unpaid leave of absence is taken in accordance with Section 3.3.  Upon such expiration or return, deferrals
shall resume for the remaining portion of the Plan Year in which the expiration
or return occurs, based on the deferral election, if any, made for that Plan
Year.  If no election was made for that
Plan Year, no deferral shall be withheld.


 


ARTICLE
13

Termination, Amendment or Modification


 


13.1                           Termination.  Although each Employer anticipates that it
will continue the Plan for an indefinite period of time, there is no guarantee
that any Employer will continue the Plan or will not terminate the Plan at any
time in the future.  Accordingly, each
Employer reserves the right to Terminate the Plan (as defined in Section 1.43).  In the event of a Termination of the Plan,
the Measurement Funds available to Participants following the Termination of
the Plan shall be comparable in number and type to those Measurement Funds
available to Participants in the Plan Year preceding the Plan Year in which the
Termination of the Plan is effective. 
Following a Termination of the Plan, Participant Account Balances shall
remain in the Plan and shall continue to vest in accordance with Article 3
until the Participant becomes eligible for the benefits provided in Articles 5,
6, 7, 8, or 9 in accordance with the provisions of those Articles.  The termination of the Plan shall not
adversely affect any Participant or Beneficiary who has become entitled to the
payment of any benefits under the Plan as of the date of termination..


 


13.2                           Amendment.  Any Employer may, at any time, amend or
modify the Plan in whole or in part with respect to that Employer.  Notwithstanding the foregoing, (i) no
amendment or modification shall be effective to decrease the value of a
Participant’s vested Account Balance in existence at the time the amendment or
modification is made, and (ii) no amendment or modification of this Section 13.2
or Sections 13.1, 14.2 and 18.18 of the Plan shall be effective.


 


13.3                           Plan Agreement.  Despite the provisions of Sections 13.1
and 13.2 above, if a Participant’s Plan Agreement contains benefits or
limitations that are not in this Plan document, the Employer may only amend or
terminate such provisions with the written consent of the Participant.


 


13.4                           Effect of Payment.  The full payment of the Participant’s vested
Account Balance under Articles 5, 6, 7, 8 or 9 of the Plan shall
completely discharge all obligations to a Participant and his or her designated
Beneficiaries under this Plan and the Participant’s Plan Agreement shall
terminate.


 


21





















 


ARTICLE
14

Administration


 


14.1                           Committee Duties.  Except as otherwise provided in this Article
14, this Plan shall be administered by a Committee, which shall consist of the
Board, or such committee as the Board shall appoint.  Members of the Committee may be Participants
under this Plan.  The Committee shall
also have the discretion and authority to (i) make, amend, interpret, and
enforce all appropriate rules and regulations for the administration of this
Plan and (ii) decide or resolve any and all questions including
interpretations of this Plan, as may arise in connection with the Plan.  Any individual serving on the Committee who
is a Participant shall not vote or act on any matter relating solely to himself
or herself.  When making a determination
or calculation, the Committee shall be entitled to rely on information
furnished by a Participant or the Company.


 


14.2                           Administration Upon Change
In Control.  For
purposes of this Plan, the Committee shall be the “Administrator” at all times
prior to the occurrence of a Change in Control. 
Within one-hundred and twenty (120) days following a Change in Control,
an independent third party “Administrator” may be selected by the individual
who, immediately prior to the Change in Control, was the Company’s President
or, if not so identified, the Company’s highest ranking officer (the “Ex-President”),
and approved by the Trustee.  The
Committee, as constituted prior to the Change in Control, shall continue to be
the Administrator until the earlier of (i) the date on which such independent
third party is selected and approved, or (ii) the expiration of the one-hundred
and twenty (120) day period following the Change in Control.  If an independent third party is not selected
within one-hundred and twenty (120) days of such Change in Control, the
Committee, as described in Section 14.1 above, shall be the Administrator.  The Administrator shall have the
discretionary power to determine all questions arising in connection with the
administration of the Plan and the interpretation of the Plan and Trust
including, but not limited to benefit entitlement determinations; provided,
however, upon and after the occurrence of a Change in Control, the
Administrator shall have no power to direct the investment of Plan or Trust
assets or select any investment manager or custodial firm for the Plan or
Trust.  Upon and after the occurrence of
a Change in Control, the Company must: (1) pay all reasonable administrative
expenses and fees of the Administrator; (2) indemnify the Administrator against
any costs, expenses and liabilities including, without limitation, attorney’s
fees and expenses arising in connection with the performance of the
Administrator hereunder, except with respect to matters resulting from the
gross negligence or willful misconduct of the Administrator or its employees or
agents; and (3) supply full and timely information to the Administrator on all
matters relating to the Plan, the Trust, the Participants and their
Beneficiaries, the Account Balances of the Participants, the date and
circumstances of the Retirement, Disability, death or Termination of Employment
of the Participants, and such other pertinent information as the Administrator
may reasonably require.  Upon and after a
Change in Control, the Administrator may be terminated (and a replacement
appointed) by the Trustee only with the approval of the Ex-President.  Upon and after a Change in Control, the
Administrator may not be terminated by the Company.


 


14.3                           Agents. In the
administration of this Plan, the Committee may, from time to time, employ
agents and delegate to them such administrative duties as it sees fit
(including acting through a duly 


 


22





















 


appointed representative) and may from time to time
consult with counsel who may be counsel to any Employer.


 


14.4                           Binding Effect of
Decisions.  The
decision or action of the Administrator with respect to any question arising
out of or in connection with the administration, interpretation and application
of the Plan and the rules and regulations promulgated hereunder shall be final
and conclusive and binding upon all persons having any interest in the Plan.


 


14.5                           Indemnity of Committee.  All Employers shall indemnify and hold harmless
the members of the Committee, any Employee to whom the duties of the Committee
may be delegated, and the Administrator against any and all claims, losses,
damages, expenses or liabilities arising from any action or failure to act with
respect to this Plan, except in the case of willful misconduct by the
Committee, any of its members, any such Employee or the Administrator.


 


14.6                           Employer Information.  To enable the Committee and/or Administrator
to perform its functions, the Company and each Employer shall supply full and
timely information to the Committee and/or Administrator, as the case may be,
on all matters relating to the compensation of its Participants, the date and
circumstances of the Retirement, Disability, death or Termination of Employment
of its Participants, and such other pertinent information as the Committee or
Administrator may reasonably require.


 


ARTICLE
15

Other Benefits and Agreements


 


15.1                           Coordination with Other
Benefits.  The
benefits provided for a Participant and Participant’s Beneficiary under the
Plan are in addition to any other benefits available to such Participant under
any other plan or program for employees of the Participant’s Employer.  The Plan shall supplement and shall not
supersede, modify or amend any other such plan or program except as may
otherwise be expressly provided.


 


ARTICLE
16

Claims Procedures


 


16.1                           Presentation of Claim.  Any Participant or Beneficiary of a deceased
Participant (such Participant or Beneficiary being referred to below as a “Claimant”)
may deliver to the Committee a written claim for a determination with respect
to the amounts distributable to such Claimant from the Plan.  If such a claim relates to the contents of a
notice received by the Claimant, the claim must be made within sixty (60) days
after such notice was received by the Claimant. 
All other claims must be made within 180 days of the date on which
the event that caused the claim to arise occurred.  The claim must state with particularity the
determination desired by the Claimant.


 


16.2                           Notification of Decision.  The Committee shall consider a Claimant’s
claim within a reasonable time, but no later than ninety (90) days after
receiving the claim.  If the Committee
determines that special circumstances require an extension of time for
processing the claim, written notice of the extension shall be furnished to the
Claimant prior to the termination of the initial ninety (90) day period.  In no event shall such extension exceed a
period of ninety (90) days from the end of 


 


23





















 


the initial period. 
The extension notice shall indicate the special circumstances requiring
an extension of time and the date by which the Committee expects to render the
benefit determination.  The Committee
shall notify the Claimant in writing:


 


(a)                                  that
the Claimant’s requested determination has been made, and that the claim has
been allowed in full; or


 


(b)                                 that
the Committee has reached a conclusion contrary, in whole or in part, to the
Claimant’s requested determination, and such notice must set forth in a manner
calculated to be understood by the Claimant:


 


(i)                                     the
specific reason(s) for the denial of the claim, or any part of it;


 


(ii)                                  specific
reference(s) to pertinent provisions of the Plan upon which such denial was
based;


 


(iii)                               a
description of any additional material or information necessary for the
Claimant to perfect the claim, and an explanation of why such material or
information is necessary;


 


(iv)                              an
explanation of the claim review procedure set forth in Section 16.3 below;
and


 


(v)                                 a
statement of the Claimant’s right to bring a civil action under ERISA Section
502(a) following an adverse benefit determination on review.


 


16.3                           Review of a Denied Claim.  On or before sixty (60) days after
receiving a notice from the Committee that a claim has been denied, in whole or
in part, a Claimant (or the Claimant’s duly authorized representative) may file
with the Committee a written request for a review of the denial of the
claim.  The Claimant (or the Claimant’s
duly authorized representative):


 


(a)                                  may,
upon request and free of charge, have reasonable access to, and copies of, all
documents, records and other information relevant to the claim for benefits;


 


(b)                                 may
submit written comments or other documents; and/or


 


(c)                                  may
request a hearing, which the Committee, in its sole discretion, may grant.


 


16.4                           Decision on Review.  The Committee shall render its decision on
review promptly, and no later than sixty (60) days after the Committee
receives the Claimant’s written request for a review of the denial of the
claim.  If the Committee determines that
special circumstances require an extension of time for processing the claim,
written notice of the extension shall be furnished to the Claimant prior to the
termination of the initial sixty (60) day period.  In no event shall such extension exceed a
period of sixty (60) days from the end of the initial period.  The extension notice shall indicate the
special circumstances requiring an extension of time and the date by which the
Committee expects to render the benefit determination.  In rendering its decision, the Committee
shall take into account all comments, documents, records and other information
submitted by the Claimant relating to the claim, without regard to whether such
information was submitted or considered in the initial benefit
determination.  The decision must be
written in a manner calculated to be understood by the Claimant, and it must
contain:


 


(a)                                  specific
reasons for the decision;


 


(b)                                 specific
reference(s) to the pertinent Plan provisions upon which the decision was
based;


 


24





















 


(c)                                  a
statement that the Claimant is entitled to receive, upon request and free of
charge, reasonable access to and copies of, all documents, records and other
information relevant (as defined in applicable ERISA regulations) to the
Claimant’s claim for benefits; and


 


(d)                                 a
statement of the Claimant’s right to bring a civil action under ERISA Section
502(a).


 


16.5                           Legal Action.  A Claimant’s compliance with the foregoing
provisions of this Article 16 is a mandatory prerequisite to a Claimant’s
right to commence any legal action with respect to any claim for benefits under
this Plan.


 


ARTICLE
17

Trust


 


17.1                           Establishment of the Trust.  In order to provide assets from which to
fulfill the obligations of the Participants and their beneficiaries under the
Plan, the Company may establish a Trust by a trust agreement with a third
party, the trustee, to which each Employer may, in its discretion, contribute
cash or other property, including securities issued by the Company, to provide
for the benefit payments under the Plan.


 


17.2                           Interrelationship of the
Plan and the Trust. 
The provisions of the Plan and the Plan Agreement shall govern the
rights of a Participant to receive distributions pursuant to the Plan.  The provisions of the Trust shall govern the
rights of the Employers, Participants and the creditors of the Employers to the
assets transferred to the Trust.  Each
Employer shall at all times remain liable to carry out its obligations under
the Plan.


 


17.3                           Distributions From the
Trust.  Each Employer’s
obligations under the Plan may be satisfied with Trust assets distributed
pursuant to the terms of the Trust, and any such distribution shall reduce the
Employer’s obligations under this Plan.


 


ARTICLE
18

Miscellaneous


 


18.1                           Status of Plan.  The Plan is intended to be a plan that is not
qualified within the meaning of Code Section 401(a) and that “is unfunded and
is maintained by an employer primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees”
within the meaning of ERISA Sections 201(2), 301(a)(3) and 401(a)(1).  The Plan shall be administered and
interpreted to the extent possible in a manner consistent with that intent.


 


18.2                           Unsecured General Creditor.  Participants and their Beneficiaries, heirs,
successors and assigns shall have no legal or equitable rights, interests or
claims in any property or assets of an Employer.  For purposes of the payment of benefits under
this Plan, any and all of an Employer’s assets shall be, and remain, the
general, unpledged unrestricted assets of the Employer.  An Employer’s obligation under the Plan shall
be merely that of an unfunded and unsecured promise to pay money in the future.


 


18.3                           Employer’s Liability.  An Employer’s liability for the payment of
benefits shall be defined only by the Plan and the Plan Agreement, as entered
into between the Employer and a Participant. 
An 


 


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Employer shall have no obligation to a Participant
under the Plan except as expressly provided in the Plan and his or her Plan
Agreement.


 


18.4                           Nonassignability.  Neither a Participant nor any other person
shall have any right to commute, sell, assign, transfer, pledge, anticipate,
mortgage or otherwise encumber, transfer, hypothecate, alienate or convey in
advance of actual receipt, the amounts, if any, payable hereunder, or any part
thereof, which are, and all rights to which are expressly declared to be,
unassignable and non-transferable.  No
part of the amounts payable shall, prior to actual payment, be subject to
seizure, attachment, garnishment or sequestration for the payment of any debts,
judgments, alimony or separate maintenance owed by a Participant or any other
person, be transferable by operation of law in the event of a Participant’s or
any other person’s bankruptcy or insolvency or be transferable to a spouse as a
result of a property settlement or otherwise.


 


18.5                           Not a Contract of
Employment.  The terms
and conditions of this Plan shall not be deemed to constitute a contract of
employment between any Employer and the Participant.  Such employment is hereby acknowledged to be
an “at will” employment relationship that can be terminated at any time for any
reason, or no reason, with or without cause, and with or without notice, unless
expressly provided in a written employment agreement.  Nothing in this Plan shall be deemed to give
a Participant the right to be retained in the service of any Employer, or to
interfere with the right of any Employer to discipline or discharge the
Participant at any time.


 


18.6                           Furnishing Information.  A Participant or his or her Beneficiary will
cooperate with the Committee by furnishing any and all information requested by
the Committee and take such other actions as may be requested in order to
facilitate the administration of the Plan and the payments of benefits
hereunder, including but not limited to taking such physical examinations as
the Committee may deem necessary.


 


18.7                           Terms.  Whenever any words are used herein in the
masculine, they shall be construed as though they were in the feminine in all
cases where they would so apply; and whenever any words are used herein in the
singular or in the plural, they shall be construed as though they were used in
the plural or the singular, as the case may be, in all cases where they would
so apply.


 


18.8                           Captions.  The captions of the articles, sections and
paragraphs of this Plan are for convenience only and shall not control or
affect the meaning or construction of any of its provisions.


 


18.9                           Governing Law.  Subject to ERISA, the provisions of this Plan
shall be construed and interpreted according to the internal laws of the State
of California without regard to its conflicts of laws principles.


 


18.10                     Notice.  Any notice or filing required or permitted to
be given to the Committee under this Plan shall be sufficient if in writing and
hand-delivered, or sent by registered or certified mail, to the address below:


 


	
  LECG Corporation

  
	
  Attn: Chief Financial
  Officer

  
	
  2000 Powell Street,
  Suite 600

  
	
  Emeryville, CA 94608

  



 


With a copy to:


 


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  LECG Corporation

  
	
  Attn: Director of Human
  Resources

  
	
  2000 Powell Street,
  Suite 600

  
	
  Emeryville, CA 94608

  



 


Such notice shall be deemed given as of the date of
delivery or, if delivery is made by mail, as of the date shown on the postmark
on the receipt for registration or certification.


 


Any notice or filing required or permitted to be given
to a Participant under this Plan shall be sufficient if in writing and
hand-delivered, or sent by mail, to the last known address of the Participant.


 


18.11                     Successors.  The provisions of this Plan shall bind and
inure to the benefit of the Participant’s Employer and its successors and
assigns and the Participant and the Participant’s designated Beneficiaries.


 


18.12                     Spouse’s Interest.  The interest in the benefits hereunder of a
spouse of a Participant who has predeceased the Participant shall automatically
pass to the Participant and shall not be transferable by such spouse in any
manner, including but not limited to such spouse’s will, nor shall such
interest pass under the laws of intestate succession.


 


18.13                     Validity.  In case any provision of this Plan shall be
illegal or invalid for any reason, said illegality or invalidity shall not
affect the remaining parts hereof, but this Plan shall be construed and
enforced as if such illegal or invalid provision had never been inserted
herein.


 


18.14                     Incompetent.  If the Committee determines in its discretion
that a benefit under this Plan is to be paid to a minor, a person declared
incompetent or to a person incapable of handling the disposition of that person’s
property, the Committee may direct payment of such benefit to the guardian,
legal representative or person having the care and custody of such minor,
incompetent or incapable person.  The
Committee may require proof of minority, incompetence, incapacity or
guardianship, as it may deem appropriate prior to distribution of the
benefit.  Any payment of a benefit shall
be a payment for the account of the Participant and the Participant’s
Beneficiary, as the case may be, and shall be a complete discharge of any
liability under the Plan for such payment amount.


 


18.15                     Court Order.  The Committee is authorized to make any
payments directed by court order in any action in which the Plan or the
Committee has been named as a party.  In
addition, if a court determines that a spouse or former spouse of a Participant
has an interest in the Participant’s benefits under the Plan in connection with
a property settlement or otherwise, the Committee, in its sole discretion,
shall have the right, notwithstanding any election made by a Participant, to
immediately distribute the spouse’s or former spouse’s interest in the
Participant’s benefits under the Plan to that spouse or former spouse.


 


18.16                     Distribution in the Event
of Taxation.


 


(a)                                  In General.  If, for any reason, all or any portion of a
Participant’s benefits under this Plan becomes taxable to the Participant prior
to receipt, a Participant may petition the Committee before a Change in
Control, or the trustee of the Trust after a Change in Control, for a
distribution of that portion of his or her benefit that has become
taxable.  


 


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Upon the grant of such a petition, which grant shall
not be unreasonably withheld (and, after a Change in Control, shall be
granted), a Participant’s Employer shall distribute to the Participant
immediately available funds in an amount equal to the taxable portion of his or
her benefit (which amount shall not exceed a Participant’s unpaid vested
Account Balance under the Plan).  If the
petition is granted, the tax liability distribution shall be made within 90
days of the date when the Participant’s petition is granted.  Such a distribution shall affect and reduce
the benefits to be paid under this Plan.


 


(b)                                 Trust.  If the Trust terminates in accordance with
its terms and benefits are distributed from the Trust to a Participant in
accordance therewith, the Participant’s benefits under this Plan shall be
reduced to the extent of such distributions.


 


18.17                     Insurance.  The Employers, on their own behalf or on
behalf of the trustee of the Trust, and, in their sole discretion, may apply
for and procure insurance on the life of the Participant, in such amounts and
in such forms as the Trust may choose. 
The Employers or the trustee of the Trust, as the case may be, shall be
the sole owner and beneficiary of any such insurance.  The Participant shall have no interest
whatsoever in any such policy or policies, and at the request of the Employers
shall submit to medical examinations and supply such information and execute
such documents as may be required by the insurance company or companies to whom
the Employers have applied for insurance.


 


18.18                     Legal Fees To Enforce
Rights After Change in Control.  The Company and each Employer is aware that
upon the occurrence of a Change in Control, the Board or the board of directors
of a Participant’s Employer (which might then be composed of new members) or a
shareholder of the Company or the Participant’s Employer, or of any successor
corporation might then cause or attempt to cause the Company, the Participant’s
Employer or such successor to refuse to comply with its obligations under the
Plan and might cause or attempt to cause the Company or the Participant’s
Employer to institute, or may institute, litigation seeking to deny
Participants the benefits intended under the Plan.  In these circumstances, the purpose of the
Plan could be frustrated.  Accordingly,
if, following a Change in Control, it should appear to any Participant that the
Company, the Participant’s Employer or any successor corporation has failed to
comply with any of its obligations under the Plan or any agreement thereunder
or, if the Company, such Employer or any other person takes any action to
declare the Plan void or unenforceable or institutes any litigation or other
legal action designed to deny, diminish or to recover from any Participant the
benefits intended to be provided, then the Company and the Participant’s
Employer irrevocably authorize such Participant to retain counsel of his or her
choice at the expense of the Company and the Participant’s Employer (who shall
be jointly and severally liable) to represent such Participant in connection
with the initiation or defense of any litigation or other legal action, whether
by or against the Company, the Participant’s Employer or any director, officer,
shareholder or other person affiliated with the Company, the Participant’s
Employer or any successor thereto in any jurisdiction.


 


28





















 


IN WITNESS WHEREOF, the Company has signed this Plan
document as of                ,
2004.


 


	
   

  	
  “Company”

  
	
   

  	
  LECG Corporation, a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ J.
  Geoffrey Colton

  	
   

  
	
   

  	
  Title:

  	
  Director of Finance and Assistant Secretary

  	
   

  
					



 


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