ex10_46.htm


    EXHIBIT
10.46

    


    


    SETTLEMENT AGREEMENT AND
MUTUAL RELEASE

    


    1.           This
Settlement Agreement and Mutual Release (“Agreement”) is made by and between
Forgent Networks, Inc. (“Forgent”), Compression Labs, Inc. (“CLI”), and Jenkens
& Gilchrist, P.C. (“Jenkens”) (collectively the “Parties”) for the purpose
of resolving the lawsuit Cause No. 07-7024; Jenkens & Gilchrist, P.C. v.
Forgent Networks, Inc. and Compression Labs, Inc.; in the 134th
Judicial District Court of Dallas County, Texas (the “Lawsuit”).

     

    AGREEMENT

     

    2.           Payment:  In
consideration of the Parties’ performance of the covenants of this Agreement,
Forgent shall make payment to Jenkens in the amount of four million three
hundred thousand dollars ($4,300,000) on or before Friday, August 21,
2009.  Payment shall be by wire transfer in accordance with the
following instructions:

     

    
      
        	 	Jenkens
      & Gilchrist, P.C.
	 	500
      N. Akard, Suite 1830
	 	(214)
      965-0776
	 	 
	 	Bank
      of America
	 	Dallas,
      TX
	 	Acct#
      004772063741
	 	ABA
      Routing # 026009593


      

       

    

    3.           Release by
Forgent:  In consideration of the Parties’ performance of the
covenants of this Agreement, Forgent and CLI, on behalf of themselves and each
of their respective heirs, executors, administrators, trusts, trustors,
trustees, beneficiaries, predecessors, successors, assigns, parents,
subsidiaries, affiliated or related entities do hereby fully and forever
RELEASE, ACQUIT AND DISCHARGE Jenkens, all present and former officers,
directors, shareholders, employees, attorneys, agents and anyone acting on
behalf of Jenkens, and Jenkens’ heirs, executors, administrators, trusts,
trustors, trustees, beneficiaries, predecessors, successors, assigns, parents,
subsidiaries, all affiliated or related entities from and against any and all
causes of action, rights, claims, demands, obligations, liens,
taxes,  losses, damages, debts, liabilities, costs, attorney’s fees,
expenses, in law or in equity, of every kind and character whatsoever, whether
now known or unknown, asserted or unasserted, accrued or unaccrued, suspected or
unsuspected, fixed or contingent, that Forgent and/or CLI could have, own or
hold, including but not limited to claims arising out of the Resolution
Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.           Release by
Jenkens:  In consideration of the Parties’ performance of the
covenants of this Agreement, Jenkens, on behalf of itself and its heirs,
executors, administrators, trusts, trustors, trustees, beneficiaries,
predecessors, successors, assigns, parents, subsidiaries, affiliated or related
entities do hereby fully and forever RELEASE, ACQUIT AND DISCHARGE Forgent and
CLI, all present and former officers, directors, shareholders, employees,
attorneys, agents of either Forgent and/or CLI and anyone acting on behalf of
Forgent and/or CLI, and each of Forgent and/or CLI’s respective heirs,
executors, administrators, trusts, trustors, trustees, beneficiaries,
predecessors, successors, assigns, parents, subsidiaries, all affiliated or
related entities from and against any and all causes of action, rights, claims,
demands, obligations, liens, taxes,  losses, damages, debts,
liabilities, costs, attorney’s fees, expenses, in law or in equity, of every
kind and character whatsoever, whether now known or unknown, asserted or
unasserted, accrued or unaccrued, suspected or unsuspected, fixed or contingent,
that Jenkens could have, own or hold, including but not limited to claims
arising out of the Resolution Agreement.

     

    WARRANTIES

     

    5.           Forgent
and CLI warrant that (1) it has been fully informed of this Agreement and has
full knowledge of its terms, conditions and effects; (2) it has fully
investigated to its satisfaction all facts surrounding the various claims,
controversies and disputes and is fully satisfied with the terms and effects of
this Agreement; (3) no promise or inducement has been offered or made incident
to this Agreement, except as expressly provided herein; (4) this Agreement is
executed without reliance on any statement or representation by any other party
or any other party’s agent; (5) Forgent and/or CLI is the sole owner of the
matters being released in Paragraph 3 herein and has not
previously assigned any interest in such matters to any other person or
entity.

     

     6.           Jenkens
warrants that (1) it has been fully informed of this Agreement and has full
knowledge of its terms, conditions and effects; (2) it has fully investigated to
its satisfaction all facts surrounding the various claims, controversies and
disputes and is fully satisfied with the terms and effects of this Agreement;
(3) no promise or inducement has been offered or made incident to this
Agreement, except as expressly provided herein; (4) this Agreement is executed
without reliance on any statement or representation by any other party or any
other party’s agent; (5) Jenkens is the sole owner of the matters being released
in Paragraph 4 herein
and has not previously assigned any interest in such matters to any other person
or entity.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    OTHER
PROVISIONS

     

    7.           Vacate
Judgment:  The Parties agree to have their counsel execute both
the Agreed Motion to Vacate Judgment and Agreed Final Judgment in the form
attached as Exhibit “A”
and Exhibit “B” to this
Agreement prior to or contemporaneously with the execution of this Agreement by
the Parties and to cooperate in obtaining the Court’s signature to such Agreed
Order Vacating Judgment.

     

    8.           Cease Collection
Efforts: Jenkens agrees to cease and desist any and all efforts to
collect on the judgment of the Lawsuit and to dismiss any pending collection
actions.  Jenkens agrees to have its counsel execute the Order of
Dismissal With Prejudice in the form attached as Exhibit “C”.  Other
than Cause No. DC-09-10025-G, Jenkens & Gilchrist, P.C. v. JP
Morgan Chase Bank, NA in the 134th
Judicial District Court, Jenkens represents and warrants that it has not
commenced or maintained any other collection actions on the judgment of the
Lawsuit.

     

    9.           This
Agreement constitutes the entire agreement among the Parties named herein and
supersedes all other agreements and understandings among them.  This
Agreement cannot be amended or modified except by a writing signed by all
parties hereto.

     

    10.         This
Agreement is binding on and inures to the benefit of the Parties and their
respective agents, representatives, successors, employees and
assigns.

     

    11.         This
Agreement shall be governed by and construed in accordance with the laws of the
State of Texas.

     

    
      12.        
This
Agreement will be executed in multiple originals.

       

    

    
      13.        
This
Agreement has been drafted jointly by all Parties.

       

    

    
      14.        
The
Releases contained herein and the Agreement of the Parties to vacate the
judgment shall become effective upon receipt by Jenkens of the payment described
in Paragraph 2. Upon the receipt by Jenkens of the payment described in
Paragraph 2, Jenkens will tender the executed Exhibit A, Exhibit B and Exhibit C
to counsel for Forgent for filing with the Court.

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	/s/ JAY
      PETERSON  	 	8/20/09	 
	 	 	 	 
	Jay
      Peterson  	 	Date	 
	Chief Financial
      Officer	 	 	 
	Forgent Networks,
      Inc.	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	/s/ JAY
      PETERSON	 	8/20/09	 
	 	 	 	 
	Jay
      Peterson  	 	Date	 
	Chief Financial
      Officer	 	 	 
	Compression Labs,
      Inc.	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	/s/ ROGER
      HAYES  	 	8/20/09	 
	 	 	 	 
	Roger
      Hayse 	 	Date	 
	Chief Executive
      Officer	 	 	 
	Jenkens &
      Gilchrist, P.C.