Exhibit
10.79


 





 


SEPARATION AGREEMENT AND MUTUAL
RELEASE


 


THIS
SEPARATION AGREEMENT AND MUTUAL RELEASE is entered into on this 12th
day of July, 2007 by and among MARVIN A. TENENBAUM (“Employee”) and LECG
CORPORATION and its wholly-owned subsidiary, LECG, LLC (collectively, the “Company”).


 


Background.         Employee is currently employed as the Chief
Legal Officer of the Company in its Chicago, Illinois office pursuant to a letter
of employment dated December 19, 2000 (the “Agreement”). Employee’s employment as
a regular employee will terminate effective July 31, 2007. The parties have
agreed upon an exchange of consideration by which all matters pertaining to
Employee’s employment and termination of employment have been fully and finally
resolved, the terms of which are set forth below.


 


THEREFORE,
in consideration of the mutual promises set forth below, and intending to be
legally bound, the Company and Employee agree that:


 


1.             Employment Termination. Employee’s
last day of work as a regular employee will be July 31, 2007. The Company will
pay Employee all compensation and other benefits earned through that date and
will reimburse Employee for all approved but previously unreimbursed business
expenses. Employee will return all keys, passes, credit cards, and other
Company property, including all documents, disks and other records which
pertain to the business and affairs of the Company on or before his last day of
employment, except as otherwise specifically agreed by the Company and Employee.
In particular, the Company has agreed that Employee may retain (i) certain
training materials originally prepared by Employee prior to his employment with
the Company; and (ii) the Blackberry phone issued to Employee. 


 

















 


Employee will also submit
his written resignation, in the form attached hereto as Attachment A, as an
officer of LECG Corporation and its various subsidiaries effective July 31,
2007.


 


2.             Separation Consideration. In
consideration of the agreements of Employee hereunder, the Company and Employee
have agreed that the Employee will receive a cash severance payment in the
amount of Four Hundred Fifty Thousand Dollars ($450,000) payable on August 1,
2007.


 


3.             Benefit Coverage. Employee’s
health coverage under the Company’s group health plan will cease as of July 31,
2007. However, the Company will reimburse Employee for the costs associated
with Employee enrolling in continuing COBRA coverage for himself and his
qualifying dependents beginning August 1, 2007 and continuing until the earlier
of (i) eighteen (18) months from Employee’s termination date or (ii) the date
on which Employee obtains health coverage from a new employer.


 


4.             Options. Employee was provided
from time to time with option grants as set forth in Attachment B These options
are subject to that certain 2003 LECG Corporation Employee Stock Option Plan (“Plan”),
as amended, effective as of November 13, 2003. These grants are also governed
by the terms of the Nonqualified Option Agreements entered into between
Employee and LECG Corporation (“Option Agreements”). Regarding those options
that are unvested, they will be retired by the Company on July 31, 2007. With
respect to the vested options, Employee must carefully review the Option
Agreements and Plan to understand his rights with respect to those vested
options. As one basic matter, if the vested options are not exercised within 90
days of July 31, 2007, the options will expire. Any questions should be
directed to Stock Administration in the Company’s Emeryville office, with a
copy to the Chief Financial Officer.


 


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5.             Restricted Stock. Pursuant
to a Restricted Stock Program created by the Company’s Compensation Committee
for certain executive officers, Employee was granted 3,000 shares of restricted
stock under the Plan pursuant to the terms of an initial Stock Purchase
Agreement between the Company and Employee. These shares will be retired as
unvested on July 31, 2007. Employee acknowledges and agrees that the separation
payments described in Section 2 above include the payment by the Company of $30
in full satisfaction of the Company’s repurchase rights under the Stock
Purchase Agreement.


 


6.             Insurance Coverage. The
Company agrees that it will maintain, at its expense, for at least two (2)
years from the date hereof, the Company’s Errors & Omissions for Employed
Lawyers’ insurance policy, and the Company’s Directors & Officers’ liability
insurance policy with coverage at least equal to the coverages in place on the
date hereof and that such policies will provide coverage for Employee with
respect to actions, omissions or events occurring during Employee’s period of
employment. Upon request, the Company will provide Employee with proof of
insurance with respect to this coverage.


 


7.             Office Space. The Company
agrees that it will make available to Employee office space, appropriate
computer equipment and other incidental services and resources, at no charge to
Employee, in its Chicago office as required in order to facilitate Employee’s
performance of the legal services described in the letter agreement dated
August 1, 2007 between the Company and Employee. Employee should coordinate
usage through the Office Manager for the Chicago office.


 


8.             Employee Representations.
Employee makes the following representations, each of which is a condition of
the Company’s entering into this Agreement:


 


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 a)           That
the Agreement does not provide for the separation consideration described in
Section 2 hereof and that the Company has agreed to provide such separation
consideration in recognition of Employee’s years of dedicated service to the
Company and in consideration of the releases provided by Employee hereunder;


 


b)            That he has been given a reasonable
period of time (not to exceed 21 days) to consider whether or not to sign this
Agreement, and/or he acknowledges that he has been advised of his right to that
21-day period and has voluntarily waived it, and that he has not been pressured
to sign this Agreement in a shorter period of time;


 


c)             That no promises or representations
except those contained in this Agreement have been made to the Employee in
connection with the termination of his employment;


 


d)            That he has read and understands
each and every provision in this Agreement and has the right to consult with an
attorney in connection with his consideration of this Agreement, and that he is
entering into this Agreement voluntarily and of his own free will; and


 


e)             That he has not filed any
complaints against the Company in any court, nor any charges with any
governmental agency (such as the EEOC or the DFEH), before signing this
Agreement.


 


9.             No Admission of Liability. Employee
acknowledges that the Company is not offering this Agreement because it
believes that the Employee has any valid legal claim against the Company. Employee
further acknowledges and agrees that nothing in this Agreement will 


 


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constitute or be construed
as an admission of liability, wrongdoing or violation of any law on the part of
the Company. Company acknowledges that, after diligent review, it is not aware
of any claims that the Company may have against the Employee.


 


10.          General Release by Employee. Employee
hereby fully and forever releases and discharges the Company, its benefit
plans, officers, directors, employees, agents, members, affiliates, parent
entities, successors and assigns from liability for claims, causes of action
and obligations of every nature whatsoever, including, without limitation,
claims of negligence, breach of contract, wrongful discharge, intentional
torts, defamation, and violation of federal, state or local laws, among which
are laws which prohibit discrimination on the basis of race, color, national
origin, religion, sex, age, disability and other protected traits, such as the
Title VII of the Civil Rights Act of 1964 and the California Fair Employment
and Housing Act. This release covers claims, known or unknown, which are based
upon any act, event or failure to act which occurred before the date on which
this Agreement is signed and becomes effective, except (i) claims
pursuant to the letter agreement entered into between the Company and Employee
dated August 1, 2007 regarding legal services to be provided by Employee to the
Company, (ii) claims for vested pension benefits or (iii) claims for
indemnification for actions taken by Employee while an employee and/or officer
of the Company including,  but not
limited to, claims for indemnification pursuant the by-laws of LECG Corporation
and that certain Indemnification Agreement entered into between the Employee
and the Company dated November 3, 2002. For purposes of clarification, the
Company acknowledges that it is obligated to indemnify Employee for any actions
taken while he was an employee of the Company.


 


Employee
expressly waives and relinquishes all rights and benefits afforded by Section
1542 of the Civil Code of the State of California, or any analogous state or
federal law and does 


 


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so understanding and
acknowledging the significance of such specific waiver of Section 1542. Section
1542 of the Civil Code of the State of California states as follows:


 


“A
general release does not extend to claims which the creditor does not know or
suspect to exist in his or her favor at the time of executing the release,
which if known by him or her must have materially affected his or her settlement
with the debtor.”


 


Notwithstanding
the provisions of Section 1542, and for the purpose of implementing a full and
complete release, the parties expressly acknowledge that this Agreement is
intended to include in its effect, without limitation, all claims which the
Employee does not know or suspect to exist at the time this Agreement is signed,
and that this Agreement contemplates the extinguishment of any such claim or
claims.


 


Employee
understands and agrees that, by entering into this Agreement he is waiving any
rights or claims that he might have under the Age Discrimination in Employment
Act, as amended by the Older Workers Benefit Protection Act, and that he is not
waiving any rights or claims that may arise after the date that he executes
this Agreement.


 


11.          General Release by the Company.  With the exception of claims relating to intentional
torts by Employee, defamation, or any intentional violation by Employee of
federal, state or local laws, among which are laws which prohibit
discrimination on the basis of race, color, national origin, religion, sex,
age, disability and other protected traits, such as the Title VII of the Civil
Rights Act of 1964 and the California Fair Employment and Housing Act, Company
hereby fully and forever releases and discharges Employee and his heirs,
successors and assigns from liability for claims, causes of action and
obligations of every nature whatsoever, including, without limitation, claims
of negligence and breach of contract. This Release covers claims, 


 


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known or unknown, which are
based upon any act, event or failure to act which occurred before the date on
which this Agreement is signed and becomes effective.


 


The
Company expressly waives and relinquishes all rights and benefits afforded by
Section 1542 of the Civil Code of the State of California, or any analogous
state or federal law and does so understanding and acknowledging the
significance of such specific waiver of Section 1542. Section 1542 of the Civil
Code of the State of California states as follows:


 


“A
general release does not extend to claims which the creditor does not know or
suspect to exist in his or her favor at the time of executing the release,
which if known by him or her must have materially affected his or her
settlement with the debtor.”


 


Notwithstanding
the provisions of Section 1542, and for the purpose of implementing a full and
complete release, the parties expressly acknowledge that this Agreement is
intended to include in its effect, without limitation, all claims which the
Company does not know or suspect to exist at the time this Agreement is signed,
and that this Agreement contemplates the extinguishment of any such claim or
claims.


 


The
Company is not waiving any rights or claims that may arise after the date that
it executes this Agreement.


 


12.          Remedies for Breach. If either party breaches his or its
obligations under this Agreement or if Employee breaches the provisions of any
existing agreements with the Company pertaining to non-solicitation of
employees or customers or non-disclosure of confidential business information
or trade secrets, then the non-breaching party will have the right to any
available legal or equitable remedies. In case of any legal proceedings between
Employee and the Company, the prevailing party shall be entitled to recover his
or its expenses 


 


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of suit, including attorneys’
fees. If, contrary to the covenant not to sue contained in section 13 of this
Agreement, a lawsuit is filed by either party against a released party, the
filing party agrees that he will pay the released party’s expenses of suit,
including attorneys’ fees.


 


13.          Covenant Not To Sue. Each party
represents and warrants that he or it will not file any legal proceedings
against any released party on the basis of any claims within the scope of the
releases contained in this Agreement. Each party also agrees not to permit any
other entity to instigate or cause any legal proceedings to be filed against a
released party as to any claims within the scope of such releases. This covenant
not to sue does not bar Employee from filing a charge with the EEOC or the California
Department of Fair Employment and Housing. However, in the event such charge is
filed, Employee agrees that the agreements made by the Company pursuant to this
Agreement are in full satisfaction of any damages asserted by, or on behalf of,
Employee in such charge and that Employee will not be entitled to any monetary
relief. This covenant not to sue also does not apply to a lawsuit to determine
the validity of the releases contained in this Agreement as applied to claims
under the ADEA.


 


14.          General.


 


a)            No provision of this Agreement may
be modified, amended or revoked, except in writing, signed by Employee and an
authorized officer of the Company.


 


b)            No waiver or failure to enforce any
condition or provision of this Agreement will be deemed to be a continuing
waiver of the same or any other provision of this Agreement.


 


c)             This Agreement constitutes the
entire Agreement respecting Employee’s employment and termination of employment.
This Agreement supersedes any and all other 


 


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agreements,
express or implied, between Employee and the Company, except as provided in
Paragraph 3 with respect to post-employment obligations.


 


d)            This Agreement shall be construed
and enforced in accordance with the laws of the state of California, without
regard to its choice of law principles.


 


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intentionally left blank]


 


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IN
WITNESS WHEREOF, the parties have executed this Separation Agreement and Mutual
Release as of the date first above written.


 


THIS
AGREEMENT MAY BE REVOKED BY EMPLOYEE AT ANY TIME FOR A PERIOD OF SEVEN (7) DAYS
AFTER THE DATE OF SIGNING BY THE EMPLOYEE. TO REVOKE THIS AGREEMENT, EMPLOYEE
SHOULD RETURN HIS COPY OF THE AGREEMENT ALONG WITH A SIGNED STATEMENT OF
REVOCATION TO THE DIRECTOR OF HUMAN RESOURCES IN EMERYVILLE, CALIFORNIA.


 


 


	
  BY THE EMPLOYEE:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Marvin A. Tenenbaum

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Marvin A. Tenenbaum

  	
  Date: July 12, 2007

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BY LECG, LLC:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ John C. Burke

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  John C. Burke

  	
  Date: July 12, 2007

  	
   

  
	
   

  	
  Chief Financial Officer

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BY LECG CORPORATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ John C. Burke

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  John C. Burke

  	
  Date: July 12, 2007

  	
   

  
	
   

  	
  Chief Financial Officer

  	
   

  	
   

  
						



 


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