Exhibit 10.44


 


RETENTION AND SEVERANCE BENEFIT AGREEMENT


 


WHEREAS, LECG, LLC (hereinafter “Company”) and Deanne M. Tully
(hereinafter “Employee”) have agreed that Employee’s employment as General
Counsel & Secretary will end on June 30, 2010 (hereinafter “Separation
Date”); and


 


WHEREAS, the Company desires to provide an incentive to Employee for
Employee to remain with Company until the Separation Date, and continue to
provide services to Company in Employee’s current position;


 


NOW,
THEREFORE, based on the above representations, the parties hereby enter this
Retention and Severance Benefit Agreement (hereinafter the “Severance Agreement”)
as follows:


 


1.             Consideration From Employee.  In order to qualify for the severance
benefits set forth in Paragraph 2 below, Employee must satisfy the following
conditions:


 


a.     Employee must remain employed with Company through the Separation Date,
except that if Employee is terminated by Company without cause prior to the
Separation Date, Employee shall remain eligible for the full benefits set forth
in paragraph 2 below provided that Employee has reasonably satisfied the terms
of this Severance Agreement as of the date of termination.  In the case of a termination by the Company
without cause prior to the Separation Date, the date of Employee’s termination
shall become the Separation Date for all provisions of this Severance
Agreement.  For purposes of this
Severance Agreement, “cause” shall mean: (i) commission of a
felony or a crime involving moral turpitude or the commission of any other act
of omission involving dishonesty or fraud with respect to the Company or any
affiliate thereof or involving harassment of or discrimination against any
employees of the Company or any affiliate thereof; (ii) misappropriation
of funds or assets of the Company or any affiliate thereof for personal use; (iii) continued
substantial and repeated neglect of Employee’s duties 30 days after receipt of
written notice from the Chairman of the Board describing such neglect; (iv) gross
negligence or willful misconduct in the performance of Employee’s duties after
written notice from the Chairman of the Board, and such failure has not been
cured within 10 days after Employee’s receipt of notice thereof; (v) conduct
constituting a material violation of the Company’s Code of Business Conduct and
Ethics, as determined by the Company’s Board of Directors.


 


b.     With respect to a separate portion of the severance benefits, Employee
must achieve certain performance metrics as mutually agreed upon by Employee
and the Executive Vice President and Head of HR and Operations on behalf of the
Company (hereinafter “Performance Based Severance”).  The Company’s Chief Executive Officer and the
Executive Vice President and Head of HR and Operations shall determine if such
metrics have been reasonably achieved by the Separation Date and shall so
advise Employee in writing.


 


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c.     With respect to
another separate portion of the severance benefits (hereinafter the “Discretionary
Severance”), the Company’s Chief Executive Officer and Chairman of the Board
shall determine if Employee is eligible for all or some of the Discretionary
Severance based on the following criteria: (i) Employee working with the
executive management team to assist in integrating the Company with its merger
partner; and (ii) Employee assisting in the transition of the legal
functions.  In the event the Employee’s
performance has fallen below
satisfactory with respect to the Discretionary Severance criteria, the Chief
Executive Officer shall provide a written communication to Employee notifying
Employee of any such deficiency. 
Employee shall be provided a reasonable opportunity to cure any
deficiencies in performance included in such notice.  Should Employee fail to cure such
deficiencies in performance in a reasonable time period, Company shall so
notify Employee in writing.


 


d.     On or after the Separation Date, Employee must sign a general release
in the form substantially similar to that as set forth in Exhibit A hereto
and not revoke the release during the seven day revocation period.  Employee will be provided the final version
of the general release on the Separation Date, and will be provided up to 45
days to consider that release.  Once
signed by Employee, that release shall be considered an exhibit to, and
incorporated by reference into, this Severance Agreement.  Should Employee fail to
sign the release during the 45 day consideration period, or revoke the release
during the seven day revocation period, Employee shall not receive any
severance benefits descried herein.


 


2.             Severance Benefits. 
Company shall provide to Employee the following Severance Benefits:


 


a.     Severance Pay.  Within 16 days of Company’s receipt of the
release   described in Paragraph 1 above
, Company shall pay to Employee in a lumps sum, less standard deductions and
withholdings:


 


(i)            the sum of one hundred and fifty thousand dollars ($150,000.00); and


 


(ii)           provided the performance metrics have been reasonably met as of the
Separation Date, the additional sum of seventy-five thousand dollars
($75,000.00) as Performance Based Severance; and


 


(iii)         in the absence of written notice advising Employee of a failure to cure
a deficiency as specified in paragraph 1.c above, the additional sum of
seventy-five thousand dollars ($75,000.00) as Discretionary Severance.


 


b.     COBRA reimbursement.  If Employee remains employed with the Company
through the Separation Date, Employee’s eligibility for Company health
insurance will terminate effective July 1, 2010.  If Employee elects to participate in COBRA
continuation coverage, Company shall cause to be paid the full cost of Employee’s
COBRA premium, including any dependents currently covered under 


 


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Employee’s health insurance, commencing on July 1,
2010 through and including June 30, 2011. 
At that time, Employee may elect to continue COBRA coverage at Employee’s
own expense, subject to COBRA’s eligibility requirements.


 


c.     Unamortized sign on bonus.  Employee shall not be
obligated to repay any sum representing Employee’s unamortized sign on bonus
with the Company.


 


3.             Effect on Compensation and Benefits.  This Severance Agreement shall not affect
Employee’s rights to any other benefits provided by law, or rights under other
agreements (such as equity agreements), or vested benefits under any retirement
plan maintained by Company.


 


4.             No Admissions of Wrongdoing or Liability.  The parties agree that the execution of this
Severance Agreement and/or the payment of money or benefits required by this
Severance Agreement shall not be construed as an admission of wrongdoing or
liability by either party.


 


5.             Confirmation
of Existing Employee Obligations.  Employee
understands and agrees that this Severance Agreement and attached release does
not cancel or otherwise diminish any of Employee’s post-employment obligations
under any employment agreement with the Company (or any predecessor or
affiliate of the Company) to which the Employee is a party, including, but not
limited to, obligations relating to confidentiality or the protection of
confidential information of the Company, as well as non-disclosure and Company
ownership of trade secrets and intellectual property.


 


6.             At-Will
Employment.  Nothing it
this Severance Agreement shall alter the at-will nature of Employee’s
employment, meaning either Employee or Company may terminate Employee’s
employment at any time, with or without cause or notice.


 


7.             Attorneys’ Fees.  In
the event either party initiates litigation to enforce the provisions of this
Severance Agreement, the prevailing party shall be entitled to recover his or
its costs and expenses, including reasonable attorneys’ fees.


 


8.             Knowing and Voluntary Agreement.  The parties agree that each has had an
adequate opportunity to consult legal counsel regarding this Severance
Agreement, that each has read this Severance Agreement and fully understands
its terms and legal effect and that each is entering into this Severance
Agreement knowingly, voluntarily, freely and without coercion.


 


10.          Binding Effect.  This Severance
Agreement shall be binding upon the parties and their respective heirs,
administrators, representatives, executives, successors and assigns, and shall
inure to the benefit of these parties, and each of them.


 


11.          Governing Law.  This
Severance Agreement is governed by the laws of the state of California.


 


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12.          Complete Agreement.  The
parties understand and agree that this Severance Agreement, including the
attached release, incorporates the entire understanding among the parties with
respect to severance and recites the sole consideration for the promises
exchanged herein.  This Severance
Agreement expressly supersedes any and all prior written or oral agreements,
understandings, covenants or promises between the parties regarding the subject
matter addressed herein.  No modification
of this Severance Agreement shall be effective unless in writing and executed
by both parties.  In negotiating this
Severance Agreement, no party has relied upon any representation or promise
except those expressly set forth herein.


 


 


	
  Date:

  	
  March 9,
  2010

  	
   

  	
  /s/
  Deanne M. Tully

  
	
   

  	
   

  	
   

  	
  Deanne
  M. Tully

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  LECG,
  LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  March 9,
  2010

  	
   

  	
  By:

  	
  /s/
  Garrett F. Bouton

  
	
   

  	
   

  	
   

  	
  Name:
  Garrett F. Bouton

  
	
   

  	
   

  	
   

  	
  Title:
  CHAIRMAN OF THE BOARD OF DIRECTORS

  



 


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EXHIBIT
A


 


GENERAL RELEASE BY EMPLOYEE


 


WHEREAS,
Deanne M. Tully (hereinafter “Employee”) has entered into a Retention and
Severance Benefit Agreement (hereinafter “Severance Agreement”) with LECG, LLC
(hereinafter “Company”), executed by Employee on                   ,
2010; and


 


WHEREAS, in exchange for certain specific severance benefits provided
for in that Severance Agreement, Employee has agreed to provide this general
release (hereinafter “Release”) with respect to those specific benefits
identified as                          ;


 


THEREFORE, in consideration for those specific severance benefits
identified in these recitals and provided by Company to Employee pursuant to
the Severance Agreement, Employee agrees as follows:


 


1.             Release by the 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, the Americans With Disabilities Act, 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 Release is signed
and becomes effective, except claims for vested pension benefits or other
claims which cannot, as a matter of law, be released.  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 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, Employee
expressly acknowledges that this Release 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 Release contemplates
the extinguishment of any such claim or claims.


 


Employee understands and agrees that, by entering into this Release
s/he is waiving any rights or claims that s/he might have under the Age
Discrimination in


 


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Employment
Act, as amended by the Older Workers Benefit Protection Act, and that s/he is
not waiving any rights or claims that may arise after the date s/he executes
this Release.


 


2.             Additional
Employee Agreements.  Employee understands,
acknowledges and agrees to the following provisions, each of which is a
material part of this Release, and a condition of the Company’s entering into
the Severance Agreement:


 


·      That the
payments the Company has agreed to provide in the Severance Agreement and
identified herein include payments to which Employee would not be entitled were
it not for that Agreement.


 


·      That s/he has
been given a reasonable period of time (not to exceed 45 days) to consider
whether or not to sign this Release, and/or acknowledges that s/he has been
advised of his right to that 45-day period (and has voluntarily waived it, if
this Release is signed in less than 45 days) and that s/he has not been pressured
to sign this Release in a shorter period of time.


 


·      That s/he has
received Exhibit 1, attached, describing the positions and ages of those
employees in his job class who are laid off and eligible for the severance
program, as well as any employees in his job class that were not laid off.


 


·      That no promises
or representations except those contained in the Severance Agreement have been
made to the Employee in connection with the termination of her employment.


 


·      That s/he has
read and understands each and every provision in this Release and has been
advised to consult with an attorney in connection with his consideration of
this Release, and that s/he is entering into this Release voluntarily and of
his own free will.


 


·      That s/he has
not filed any complaints against the Company in any court, nor any charges with
any governmental agency (such as the EEOC, the DFEH, or Labor Commissioner),
before signing this Release.


 


3.             Non-Disparagement.  Employee agrees that s/he
will not make any disparaging statements to any current, former or potential
customers, contractors, vendors or employees of the Company, to any media or to
any other person about the Company, its parent and their affiliates, their
officers, directors, shareholders and employees. A disparaging statement is any
confidential information or false or misleading communication that, if
publicized, would cause, or tend to cause, the recipient


 


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of
the communication to question the business condition, integrity, competence,
good character or product quality of the person or entity to whom the
communication  relates.


 


4.             Covenant
Not To Sue.  Employee
represents and warrants that he 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 Release.  Employee 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 this Release. 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 this Release waives any claim to 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 this
Release as applied to claims under the ADEA.


 


5.             Governing Law. 
This Release shall be
construed and enforced in accordance with the laws of the California, without
regard to its choice of law principles.


 


THE EMPLOYEE MAY REVOKE THIS
RELEASE AT ANY TIME  FOR A PERIOD
OF SEVEN (7) DAYS AFTER THE DATE OF SIGNING BY THE EMPLOYEE.  TO REVOKE THIS RELEASE, THE EMPLOYEE SHOULD
RETURN HIS COPY OF THE RELEASE ALONG WITH A SIGNED STATEMENT OF REVOCATION TO
THE SR. MANAGER EMPLOYEE RELATIONS/BUSINESS PARTNERING, HUMAN RESOURCES, IN
EMERYVILLE, CALIFORNIA.


 


 


	
  BY THE EMPLOYEE:

  
	
   

  
	
   

  
	
   

  	
   

  
	
   

  
	
   

  
	
   

  	
   

  
	
  Date

  



 


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