Exhibit 10.56


 


Confidential


November 10,
2008


 


	
  o

  	
  Employee’s Copy

  	
   

  
	
  o

  	
  Employer’s Copy

  	
   

  



 


Change in
Control Retention Agreement


 


[NAME]


[ADDRESS]


 


Dear [NAME]:


 


LECG, LLC, a California
limited liability company, (the “Company”) wants to continue to retain your
services and recognizes that a Change in Control (as defined below) may result
in a material alteration or diminishment of your position and responsibilities
and substantially frustrate the purpose of your commitment to the Company and
forbearance of career options.  The
Company has determined therefore to provide enhanced severance and other
benefits in the event of a Change in Control of LECG Corporation, a Delaware
corporation (“LECG”) should the Company
decide to pursue any such transaction. In consideration of the premises and
mutual covenants contained below and for other good and valuable consideration,
the receipt and sufficiency of which is mutually acknowledged, the Company and
you, intending to be legally bound, agree as follows:


 


	
  Duties

  	
   

  	
  As part of this
  Retention Agreement (the “Agreement),
  you agree to (i) continue to perform all of your current duties for the
  Company; (ii) assist with various non-operating activities, which could
  include outside investment, financing, transactions, or business
  reconfiguration as the Board of Directors (the “Board”)
  of LECG requests; (iii) carry out any other tasks the Board reasonably
  requests to facilitate such activities or any Change in Control; and
  (iv) perform the duties assigned to you following any such activities,
  including any such restructuring or Change in Control.

  
	
   

  	
   

  	
   

  
	
  Change in Control

  	
   

  	
  If a Change in Control
  (as defined in Annex A) occurs while you are employed, any unvested or unexercisable equity or
  equity-based compensation (as the case may be) will automatically vest and/or
  become exercisable as of the Change in Control (“Accelerated Vesting”), unless such vesting will
  violate Section 409A as an impermissible acceleration of deferred
  compensation, in which event the vesting will occur in

  



 

















 


	
   

  	
   

  	
  accordance with the terms of the underlying equity compensation
  agreement.

  
	
   

  	
   

  	
   

  
	
  Severance 

  	
   

  	
  If, within 12 months
  following a Change in Control, your employment with the Company ends because
  of a termination without Cause (as defined in Annex A) or as a result of your
  resignation for Good Reason (as defined in Annex A), you will be entitled to
  the following, provided that you satisfy the conditions under the Release; Payment Timing provisions:

   

  (i)           any
  accrued base salary not previously paid and any accrued prior year bonus not
  paid prior to such date;

   

  (ii)          two
  times the annual base salary in effect on the date of termination (or, if
  higher, immediately preceding the Change in Control) (“Cash
  Severance”);

   

  (iii)         payment
  by the Company of premiums for continuation health coverage under COBRA for
  the shorter of 18 months following cessation of employment and the period for
  which you are eligible for and elect such coverage;

   

  (iv)         elimination of any requirement
  to repay any portion of a sign-on bonus; and

   

  (v)          payment of any guaranteed component of the
  bonus due in the year in which the Change of Control occurs.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Except to the extent
  the law requires otherwise or as provided in this section, neither you nor
  your beneficiary or estate will have any rights or claims under this
  Agreement or otherwise to receive severance or any other compensation, or to
  participate in any other plan, arrangement, or benefit, after such
  termination or resignation. If you resign voluntarily or the Company
  terminates your employment for Cause or your employment ends for any reason
  other than termination without Cause or your resignation for Good Reason, you
  will forfeit this payment and acceleration.

  
	
   

  	
   

  	
   

  
	
  Release;

  Payment Timing

  	
   

  	
  As a condition to receiving the amounts and benefits set forth in
  clauses (ii) — (v) of the Severance
  provision, you must execute and not revoke a severance agreement and
  release of claims drafted by and satisfactory to the Company (the “Severance Agreement”), which
  Severance Agreement will contain a full release (the “Release”) of the Company (other than with respect to exceptions
  the Company specifies therein).

  



 


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  The Company will
  pay the Cash Severance, after and if you sign the Release and any revocation
  period expires, in a single lump sum within 60 days following the date
  your employment ends (or, if you are subject to the six month delay in the Compliance with Code Section 409A provision, the date
  it provides), provided that if the 60th day falls in the calendar
  year after the year of in which your employment ends, the payment will be
  made no earlier than the first day of such later calendar year). Benefits
  under clauses (iii), (iv), and (v) of Severance
  will occur at the same time (or such earlier post-Release date as
  Section 409A permits).

  
	
   

  	
   

  	
   

  
	
  No
  Effect on 

  Running Business 

  or Employment

  	
   

  	
  You understand
  and agree that the existence of this Agreement will not affect in any way the
  right or power of the Company or its stockholders to make or authorize any
  adjustments, recapitalizations, reorganizations, or other changes in
  Company’s capital structure or its business, or any merger or consolidation
  of the Company, or any issuance of bonds, debentures, preferred or other
  stock, with preference ahead of or convertible into, or otherwise affecting
  the Company’s common stock or the rights thereof, or the dissolution or
  liquidation of the Company, or any sale or transfer of all or any part of its
  assets or business, or any other corporate act or proceeding, whether or not
  of a similar character to those described above. Nothing in this Agreement
  imposes any requirement on the Company to enter into or complete a Change in
  Control. Nothing in this Agreement restricts the Company’s rights or those of
  any of its affiliates to terminate your employment or other relationship at
  any time, with or without Cause and for any or no reason.

  
	
   

  	
   

  	
   

  
	
  Further Effect of 

  Termination on 

  Board and Officer 

  Positions

  	
   

  	
  If your employment ends for any reason, you agree
  that you will cease immediately to hold any and all officer or director
  positions you then have with the Company or any affiliate, absent a contrary
  direction from the Board (which may include either a request to continue such
  service or a direction to cease serving upon notice without regard to whether
  your employment has ended), except to the extent that you reasonably and in
  good faith determine that ceasing to serve as a director would breach your
  fiduciary duties to the Company. You hereby irrevocably appoint the Company
  to be your attorney to execute any documents and do anything in your name to
  effect your ceasing to serve as a director and officer of the Company and any
  subsidiary, should you fail to resign following a request from the Company to
  do so. A written notification signed by a director or duly authorized officer
  of the Company that any instrument, document or act falls within the
  authority conferred by this clause will be conclusive evidence that it does
  so. The Company will prepare any documents, pay any filing fees, and bear any
  other expenses related to this section.

  
	
   

  	
   

  	
   

  
	
  Term; Effect

  	
   

  	
  This Agreement begins the day you sign it (the “Effective Date”) and runs until
  your employment ends (and, if your employment ends in a manner that triggers
  Severance or other benefits hereunder, until any Company

  



 


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  obligations under this
  Agreement are satisfied). This Agreement applies
  only with respect to the first Change in Control to occur after the Effective
  Date.

  
	
   

  	
   

  	
   

  
	
  Amendment; 

  Waiver

  	
   

  	
  Neither you nor the
  Company may modify, amend, or waive the terms of this Agreement other than by
  a written instrument signed by you and an executive officer of the Company,
  with the prior approval of the Board. Either party’s waiver of the other’s
  compliance with any provision of this Agreement does not waive any other
  provision of this Agreement or any subsequent breach by such party of a
  provision of this Agreement.

  
	
   

  	
   

  	
   

  
	
  No Mitigation 

  or Offset

  	
   

  	
  You are not required to
  mitigate the payments under this Agreement by seeking other employment or
  otherwise, and the Company will not offset its obligations under this
  Agreement to reflect compensation you receive from other employers.

  
	
   

  	
   

  	
   

  
	
  Governing Law;
  

  Jury Waiver;

  	
   

  	
  The laws of the State
  of California (other than its conflict of laws provisions) govern this
  Agreement.  The Company and you each hereby irrevocably waive any right to a
  trial by jury in any action, suit or other legal proceeding arising under or
  relating to any provision of this Agreement.

  
	
   

  	
   

  	
   

  
	
  Assignment

  	
   

  	
  This Agreement binds
  the Company, its successors or assigns, and your heirs and the personal
  representatives of your estate. Without the Company’s prior written consent,
  you may not assign or delegate this Agreement or any or all rights, duties,
  obligations, or interests under it.

  
	
   

  	
   

  	
   

  
	
  Compliance with 

  Code Section 409A

  	
   

  	
  All payments under this
  Agreement are subject to any required tax or other withholdings. If and to
  the extent any portion of any payment, compensation or other benefit provided
  to you in connection with your employment termination is determined to
  constitute “nonqualified deferred compensation” within the meaning of Code
  Section 409A (“Section 409A”
  of the “Code”) and you are a
  specified employee as defined in Section 409A(a)(2)(B)(i), as determined
  by the Company in accordance with its procedures, by which determination you
  hereby agrees that  you are
  bound, such portion of the payment, compensation or other benefit shall not
  be paid before the earliest of (i) the expiration of the six month
  period measured from the date of your “separation from service” (as
  determined under Section 409A) or (ii) the date of your death
  following such separation from service (the “New Payment Date”). The aggregate of any payments that
  otherwise would have been paid to you during the period between the date of
  separation from service and the New Payment Date shall be paid to the you in
  a lump sum on such New Payment Date, and any remaining payments will be paid
  on their original schedule. For purposes of this Agreement, each amount to be
  paid or benefit to be provided shall be construed as a separate identified
  payment

  



 


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  for purposes of
  Section 409A, and any payments that are due within the “short term
  deferral period” as defined in Section 409A shall not be treated as
  deferred compensation unless applicable law requires otherwise. Neither the
  Company nor you shall have the right to accelerate or defer the delivery of
  any such payments or benefits except to the extent specifically permitted or
  required by Section 409A. This Agreement is intended to comply with the
  provisions of Section 409A and the Agreement shall, to the extent
  practicable, be construed in accordance therewith. Terms defined in the
  Agreement shall have the meanings given such terms under Section 409A if
  and to the extent required to comply with Section 409A. In any event,
  the Company makes no representations or warranty and shall have no liability
  to you or any other person, other than with respect to payments made by the
  Company in violation of the provisions of this Agreement, if any provisions
  of or payments under this Agreement are determined to constitute deferred
  compensation subject to Code Section 409A but not to satisfy the
  conditions of that section.

  
	
   

  	
   

  	
   

  
	
  Parachute

  Cutback

  	
   

  	
  If the payments to you
  under this Agreement or any other compensation owed you or becoming vested or
  nonforfeitable would constitute a Parachute Payment and cause you to be subject
  to the federal excise tax levied on certain “excess parachute payments” under Code Section 4999, then
  the amounts payable under this Agreement will be reduced or eliminated as
  follows, as determined by the Company, in the following order: (i) any
  cash payments, (ii) any taxable benefits, (iii) any nontaxable
  benefits, and (iv) any vesting of equity awards, in each case in reverse
  order beginning with payments or benefits that are to be paid the farthest in
  time from the date of change in control, to the extent necessary to maximize
  the Total After-Tax Payments to you. The Company’s independent, certified
  public accounting firm will determine whether and to what extent payments or
  vesting under this Agreement are required to be reduced in accordance with the
  preceding sentence. If there is an underpayment or overpayment under this
  Agreement (as determined after the application of this paragraph), the amount
  of such underpayment or overpayment will be immediately paid to you or
  refunded by you, as the case may be, with interest at the applicable federal
  rate provided for in Section 7872(f)(2) of the Code. For purposes
  of this Agreement, “Total
  After-Tax Payments” means the total of all “Parachute Payments” (as defined in
  Code Section 280G(b)(2) of the Code) made to or for the benefit of
  you (whether made under the Agreement or otherwise), after reduction for all
  applicable federal taxes (including, without limitation, the tax described in
  Code Section 4999).

  
	
   

  	
   

  	
   

  
	
  Counterparts

  	
   

  	
  This Agreement may be
  executed in two or more counterparts, each of which shall be an original and
  all of which shall be deemed to constitute one and the same instrument.

  



 


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  Notices

  	
   

  	
  Notices must be given
  in writing by personal delivery, by certified mail, return receipt requested,
  by telecopy, or by overnight delivery. You should send or deliver your
  notices to the Company’s corporate headquarters, addressed to the Chairman of the Board. The Company
  will send or deliver any notice given to you at your address as reflected on
  the Company’s personnel records. You and the Company may change the address
  for notice by like notice to the other. You and the Company agree that notice
  is received on the date it is personally delivered, the date it is received
  by certified mail, the date of guaranteed delivery by the overnight service,
  or the date the fax machine confirms effective transmission.

  
	
   

  	
   

  	
   

  
	
  Superseding Effect

  	
   

  	
  This Agreement
  supersedes any prior oral or written employment, severance, or fringe benefit
  agreements between you and the Company that would provide benefits in
  connection with a Change in Control. This Agreement supersedes all prior or
  contemporaneous negotiations, commitments, agreements, and writings with
  respect to the subject matter of this Agreement. It does not supersede any
  obligations of the parties under the Company’s stockholders agreements or
  equity compensation plans. With those exceptions, all such other
  negotiations, commitments, agreements, and writings will have no further
  force or effect; and the parties to any such other negotiation, commitment,
  agreement, or writing will have no further rights or obligations thereunder.

  



 


If you accept the terms
of this Agreement, please sign below.  We
encourage you to consult with any advisors you choose.


 


Signatures on Page Following


 


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  LECG, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Garrett Bouton

  
	
   

  	
   

  	
  Chairman
  of the Board, LECG Corporation

  



 


 


I accept and agree to the
terms set forth in this Agreement:


 


	
   

  	
   

  	
   

  
	
  [NAME]

  	
   

  	
  Dated:

  	
   

  



 


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EXHIBIT
A


Definitions


 


	
  Cause

  	
   

  	
  For purposes of this
  Agreement, the Company’s termination of your employment will be for “Cause” as under the
  definition provided in your offer letter or employment agreement with the
  Company as then in effect or, if no such agreement is in effect, as
  determined in the sole discretion of the Board, if you:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)           are
  convicted of, or plead guilty or nolo contendere to, any felony;

   

  (ii)          breach
  your obligation to keep an actual or potential Change in Control and related
  matters confidential both within and outside the Company except as otherwise
  directed by the Board or otherwise interfere with a Change in Control;

   

  (iii)         intentionally
  violate Federal or state securities laws;

   

  (iv)         engage
  in willful misconduct or gross negligence that has or is reasonably likely to
  have a material adverse effect on the Company;

   

  (v)          materially
  or repeatedly fail to perform your reasonably assigned duties for the
  Company, where such failure has or is reasonably likely to have a material
  adverse effect on the Company;

   

  (vi)         materially
  violate any material provision of the Company’s Code of Business Ethics; or

   

  (vii)        engage
  in fraud, embezzlement, theft or dishonesty against the Company,

   

  provided that no
  finding of Cause shall be made pursuant to subsections (ii)-(vii) above
  unless the Company has provided you with written notice stating the facts and
  circumstances underlying the allegations of Cause and you have failed to cure
  such violation, if curable, within 30 calendar days following receipt
  thereof.  The Board will determine
  whether a violation is curable and/or cured in its reasonable discretion.

  
	
   

  	
   

  	
   

  
	
  Change

  in Control

  	
   

  	
  A “Change in Control”
  for purposes of this Agreement means the occurrence of any one or more of the
  following events:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)           sale
  of all or substantially all of the assets of LECG to one or more individuals,
  entities, or groups (other than an “Excluded Owner”
  as defined below);

   

  (ii)          a
  person, entity, or group (other than an Excluded Owner) acquires or attains
  ownership of at least 51% of the undiluted total voting power of 

   

  



 


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  LECG’s then-outstanding
  securities eligible to vote to elect members of the Board (“Company Voting Securities”); or

   

  (iii)         completion
  of a merger or consolidation of LECG with or into any other entity (other
  than an Excluded Owner) unless the holders of the Company Voting Securities
  outstanding immediately before such completion, together with any trustee or
  other fiduciary holding securities under a Company benefit plan, hold
  securities that represent immediately after such merger or consolidation at
  least 51% of the combined voting power of the then outstanding voting securities
  of either LECG or the other surviving entity or its ultimate parent.

   

  An “Excluded Owner”
  consists of LECG, the Company, any entity owned, directly or indirectly, at
  least 50% by LECG or the Company, any entity that, directly or indirectly,
  owns at least 50% of LECG or the Company, any Company benefit plan, and any
  underwriter temporarily holding securities for an offering of such
  securities.

  
	
   

  	
   

  	
   

  
	
  Good

  Reason

  	
   

  	
  For purposes of this
  Agreement, “Good Reason” means, without
  your consent(other than in clause (vi)), the occurrence of any of the
  following events or actions during the 12 months following a Change in
  Control:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)           a
  reduction in your base salary as in effect immediately preceding the Change
  in Control;

   

  (ii)          a
  material reduction in your title, position or reporting status, unless you
  are provided with a comparable title, position or reporting status, or any
  material diminution of your duties, responsibilities, powers or authorities;

   

  (iii)         any
  relocation of your principal place of employment by more than 50 miles;

   

  (iv)         a
  material breach by the Company, LECG, or any successor of any material
  provision of this Agreement;

   

  (v)          LECG’s,
  the Company’s or a successor failure to offer you a position following the
  Change in Control with duties and base compensation that are at least
  substantially equivalent to those in effect immediately before the Change in
  Control; or

   

  (vi)         during
  a 60 day period following the closing of a Change in Control, you choose not
  to remain employed by the Company.

  



 


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  No finding of Good
  Reason shall be made under clauses (i)-(iv) above unless you have
  provided the Company with written notice within 90 days after the occurrence
  or omission stating with specificity the facts and circumstances underlying
  the allegations of Good Reason and the Company has failed to cure such
  violation within 30 calendar days of receipt thereof and you actually
  separate from service within 150 days after the event or action giving
  rise to Good Reason. With respect to clause (v), you must have provided the
  Company with written notice within 30 days after the failure, the Company has
  failed to cure such violation within 30 calendar days of receipt thereof and
  you actually separate from service within 60 calendar days after the
  event or action giving rise to Good Reason. 
  With respect to clause (vi), you must have provided the Company with
  written notice of your intent not to remain employed by the Company within 60
  days after the closing of a Change in Control.

  



 


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