[*]            CERTAIN
INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


Exhibit 10.76


SENIOR MANAGEMENT AGREEMENT


THIS SENIOR MANAGEMENT AGREEMENT (this “Agreement”) is effective as of March 1, 2007 (the “Effective
Date”), among LECG CORPORATION, a Delaware corporation (the “Company”), LECG, LLC, a California limited liability
company and wholly-owned Subsidiary of the Company (“LECG”),
and Michael J. Jeffery (the “Executive”).


Recitals


A.            LECG is a member-managed limited liability company that
is a wholly-owned subsidiary of the Company. 
The Company has been organized for the purpose of engaging, through one
or more Subsidiaries including LECG, in the business of providing economic and
financial analysis, expert testimony, litigation support and other expert
consulting (the “Business”).  The Company, LECG and their respective
Subsidiaries are sometimes collectively referred to herein as the “LECG Entities” and individually as an “LECG
Entity.”


B.            LECG wishes to grant employment to and the Executive
wishes to accept such employment in a senior capacity with respect to the
operations of the LECG Entities.


Agreement


In consideration of the
foregoing and the mutual covenants and promises contained herein, the parties
agree as follows:


1.             Employment.  LECG hereby engages the Executive to serve as
the Chief Executive Officer of the Company and of LECG, and a member of the
Board of Directors of the Company, and the Executive agrees to serve the
Company and LECG in such capacities subject to the terms and conditions set
forth in this Agreement.


1.1           Services.  The Executive, as Chief Executive Officer of
the Company, shall have all the duties and responsibilities customarily
rendered by similarly situated individuals employed by companies of similar
size and nature and as may be delegated to him from time to time by the Board
of Directors of the Company.


1.2           Best Efforts.  The Executive will devote his best
efforts and such business time and attention as may be necessary (except for
vacation periods and periods of illness or other incapacity) to perform the
Services, and such management tasks and requirements as may be requested by the
Company and LECG.


2.             Salary, Bonus and Benefits.


2.1           Salary.  All compensation and benefits for the
Executive will be provided by LECG.  In
consideration of the Services provided by the Executive hereunder, LECG will
pay the Executive an annualized base salary of Five Hundred Fifty Thousand
Dollars ($550,000) (the “Base Salary”)
for each year of the Term.  For purposes
of this Section 2.1, each year shall be deemed to run from March 1 to
March 1 of the following year.



                 
 









 


2.2           Guaranteed Bonus.  In addition to the Base Salary, the Executive
shall receive a bonus for 2007 in the amount of Two Hundred Seventy-Five
Thousand Dollars ($275,000) (the “Guaranteed Bonus”).
Subject to Section 3 below, the Guaranteed Bonus shall be payable on or
before February 15, 2008.


2.3           Additional Bonus.  In the Company’s discretion, the Executive
shall be eligible to receive an additional annual bonus of up to the following
amounts:  (a) For 2007, Two Hundred
Seventy-Five Thousand Dollars ($275,000); (b) For 2008, Five Hundred Fifty
Thousand Dollars ($550,000); (c) for the portion of 2009 in the Term, in
the discretion of the Compensation Committee (the “Discretionary
Bonus”).   The Discretionary
Bonus shall be determined by the Compensation Committee of the Board and shall
be based upon the achievement of the performance metrics set forth in Exhibit
A.


2.4           Benefits.  During his term of employment, the Executive
shall be entitled to receive all other benefits of employment generally
available to LECG’s other executive and managerial employees when and as he
becomes eligible for them, including (medical, dental, life and disability
insurance benefits, participation in the Company’s 401k Plans , the Company’s
Deferred Compensation Plan, etc.).  The
Company reserves the right to modify, suspend or discontinue any and all of the
foregoing benefit plans, policies, and practices at any time without notice to
or recourse by the Executive, so long as such action is taken generally with
respect to other similarly situated persons and does not single out the
Executive.


2.5           The Company will provide the
Executive with office space and appropriate furniture and equipment.  The Company will provide its standard
computer equipment which shall include either a desktop computer or a laptop
computer and docking station.  During the
term of this Agreement, the Company, at its expense, shall provide the
Executive with the necessary administrative support staff and resources to
perform his duties under this Agreement.


2.6           The Company shall reimburse
Executive, pursuant to its regular expense reimbursement policies, for all
reasonable and necessary business expenses incurred by Executive in connection
with the performance of Executive’s duties under the Agreement.  Executive will provide written documentation
of any such expenses as requested by the Company.


3.             Term and Termination.


3.1           Term.  The Term of this Agreement shall commence on
the Effective Date and shall continue for two years, until March 1, 2009 (the “Term”). 
Notwithstanding the foregoing, the Executive’s employment may be
terminated prior to the end of the Term, as provided in Section 3.2.


3.2           Events of Termination.  The Executive’s employment with the Company shall terminate
prior to the end of the Term upon:


3.2.1        the Executive’s death or permanent
disability.


3.2.2        the Executive’s voluntary resignation or
retirement.



 2
 









 


3.2.3        a Change in Control.


3.2.4        termination by LECG by the delivery to
the Executive of a written notice from LECG that the Executive has been
terminated (“Notice of Termination”) with or
without Cause. If the Executive is terminated for Cause, the Notice of
Termination must specify the Cause in reasonable detail.  The Executive will then have the right,
within ten days of receipt of such Notice of Termination, to file a written
request for review by the Board of Directors of the Company (the “Board”).  In such case, the Executive will be given the
opportunity to be heard, personally or by counsel, by the Board and the Board
(which Board vote shall exclude the Executive if Executive is also serving as a
director at that time) must thereafter confirm that such termination is for
Cause.  If the Board does not provide
such confirmation, the termination shall be treated as other than for Cause.
The Executive acknowledges that this provision is necessary to protect the
Company’s goodwill in the community in which the Executive represents the
Company, and thus, to protect the profitability and business of any LECG
Entity.


3.3           Definitions.  For purposes of the preceding paragraph the
following definitions shall apply:


3.3.1        “permanent disability” means (i)
the Executive’s incapacity due to physical or mental illness such that even
with reasonable accommodation he is unable to perform the essential functions
of his previously assigned duties where such incapacity has been determined to
exist by LECG’s disability insurance carrier, and (ii) the Board of Directors
of the Company has determined, based on competent medical advice, that such
incapacity will continue for a period of at least six continuous months.


3.3.2        A “Change in Control” means a transaction in which a controlling
interest (51% or more) of the stock, or substantially all of the assets, of
LECG is acquired by a single acquirer or group of acquirers working together.


3.3.3        “Cause” shall be determined by the Board in its sole discretion and
shall mean the Executive’s (A) commission of a felony or a crime involving
moral turpitude or the commission of any other act or omission involving
dishonesty or fraud with respect to any LECG Entity or involving harassment of
or discrimination against any employees of any LECG Entity, (B) misappropriation
of funds or assets of any LECG Entity for personal use; (C) continued
substantial and repeated neglect of his duties after written notice from the
Board, and such neglect has not been cured within 30 days after the Executive
receives notice thereof from the Board; (D) gross negligence or willful
misconduct in the performance of his duties after written notice from the
Board, and such failure has not been cured within ten days after the Executive
receives notice thereof from the Board; (E) the Executive’s engaging in conduct
constituting a breach of Section 4 below; or (F) a material violation
of LECG’s Code of Business Conduct and Ethics.


3.4           Rights on
Termination.


3.4.1        Termination by LECG without Cause.  In the event LECG terminates Executive’s
Employment without Cause, LECG shall pay the Executive the Severance Payment
(as defined in Section 3.4.4 below).



 3
 









 


3.4.2        Termination due to Change in Control.  In the event of a Change of Control, LECG
shall pay the Executive the Severance Payment, unless the Executive elects to
continue as CEO or to take another position with the acquiring entity.


3.4.3        Resignation following Replacement as
CEO.  In the event that (i) LECG
appoints a new Chief Executive Officer but does not terminate Executive and
(ii) Executive subsequently elects to resign at any time prior to the end of
the Term, then upon such resignation LECG shall pay the Executive the Severance
Payment.


3.4.4        Severance Payment.  For purposes of this Section 3.4, the “Severance Payment” shall mean (i) any unpaid portion of
the Base Salary for the entire Term; and (ii) the Guaranteed Bonus, if not
previously paid by LECG.


3.4.5        Timing of Payments.  The Severance Payment shall be paid within
sixty (60) days of the Executive’s termination or resignation (as applicable),
or as separately agreed by the Executive and the Compensation Committee.


3.4.6        Other Termination.  If (i) this Agreement expires at the end
of the Term or (ii) if LECG terminates the Executive’s employment for
Cause,  if the Executive dies or is
permanently disabled, or if Executive resigns or retires (other than a
resignation as provided in Section 3.4.3 above), then the Executive shall
not be entitled to any Severance Payment, and LECG’s obligations to pay any
compensation or benefits under this Agreement will cease as of the date of
expiration or termination. The Executive’s right to receive any other benefits
will be determined under the provisions of LECG’s applicable plans, programs or
other coverages or applicable law.


3.5           Employment at Will.  Notwithstanding any other provision of this
Agreement, the Executive’s employment under this Agreement shall be at will.


4.             Confidential Information; Proprietary Information,
etc.


4.1           Obligation to Maintain
Confidentiality. The Executive acknowledges that any Proprietary
Information disclosed or made available to the Executive or obtained, observed
or known by the Executive as a direct or indirect consequence of his employment
with or performance of services for LECG are the property of the applicable
LECG Entity.  Executive agrees that he
will not at any time (whether during or after the Executive’s term of
employment) disclose or permit to be disclosed to any third party, directly or
indirectly, utilize for his own account or permit to be utilized by any third
party any Proprietary Information or Records for any reason whatsoever without
the Board’s consent, unless and to the extent that (except as otherwise
provided in the definition of Proprietary Information) the aforementioned
matters become generally known to and available for use by the public other
than as a direct or indirect result of the Executive’s acts or failure to act.
The Executive must deliver to LECG, as applicable, at the termination of his
employment, as a condition to receipt of the next or final payment of
compensation, or at any other time the Company or LECG may request in writing
(whether during or after the Executive’s term of employment), all Records which
he may then possess or have under his control. The Executive further agrees
that any property situated on premises and owned by any LECG Entity, including
disks and other storage media, filing



 4
 









 


cabinets or other work
areas, is subject to inspection by the applicable LECG Entity and their
respective personnel at any time with or without notice.


4.2           Third Party Information.  The Executive understands that the LECG Entities will
receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on the part of
the LECG Entities to maintain the confidentiality of such information and to
use it only for certain limited purposes. 
During the term of the Executive’s employment and thereafter, the
Executive shall hold Third Party Information in the strictest confidence and
shall not use or disclose to anyone (other than personnel of the LECG Entities
who need to know such information in connection with their work for the LECG
Entities) Third Party Information, except in connection with his work for any
of the LECG Entities or as expressly authorized by a member of the Board in
writing.


4.3           “Proprietary Information”
means any and all data and information concerning the business affairs of the
LECG Entities and not generally known in the industry in which any LECG Entity
is or may become engaged, and any other information concerning any matters
affecting or relating to the respective businesses of the LECG Entities, but in
any event Proprietary Information shall include, all of the LECG Entities’ past,
present or prospective business opportunities, including information concerning
acquisition opportunities in or reasonably related to the LECG Entities’
respective businesses or industries, clients, client lists, pricing information
with respect to present or past clients, or any other information concerning
the respective businesses of the LECG Entities, their manner of operation,
their plans, processes, figures, sales figures, projections, estimates, tax
records, personnel history, accounting procedures, promotions, supply sources,
contracts, know-how, trade secrets, information relating to research,
development, inventions, technology, manufacture, purchasing, engineering,
marketing, merchandising or selling, or other data without regard to whether all
of the foregoing matters will be deemed confidential, material or important.


4.4           “Records” means
(A) any and all procedure manuals, books, records and accounts; (B) all
property of the LECG Entities, including papers, note books, tapes and similar
repositories containing Proprietary Information; (C) all invoices and
commission reports; (D) customer lists — partial and/or complete; (E) data
layouts, magnetic tape layouts, diskette layouts, etc.; (F) samples; (G)
promotional letters, brochures and advertising materials; (H) displays and
display materials; (I) correspondence and old or current proposals to any
former, present or prospective customer of the Company and its Affiliates; (J)
information concerning revenues and profitability and any other financial conditions
of the LECG Entities; (K) information concerning the LECG Entities, which was
input by the Executive or at his direction, under his supervision or with his
knowledge, including on any floppy disk, diskette, cassette or similar device
used in, or in connection with, any computer, recording devices or typewriter;
(L) data, account information or other matters furnished by clients of any LECG
Entity; and (M) all copies of any of the foregoing data, documents or devices
whether in the form of carbon copies, photo copies, copies of floppy disks,
diskettes, tapes or in any other manner whatsoever.


4.5           Compelled Disclosure.
If the Executive is required by law or governmental regulation or by
subpoena or other valid legal process to disclose any Confidential Information
to any Person, the Executive will immediately provide the Company with written
notice of the applicable law, regulation or process so that the Company may seek
a protective order or other



 5
 









 


appropriate remedy.  The Executive will cooperate fully with the
Company and the Company’s Representatives in any attempt by the Company to
obtain any such protective order or other remedy.  If the Company elects not to seek, or is
unsuccessful in obtaining, any such protective order or other remedy in connection
with any requirement that the Executive disclose Confidential Information, and
if the Executive furnishes the Company with a written opinion of reputable
legal counsel acceptable to the Company confirming that the disclosure of such
Confidential Information is legally required, then the Executive may disclose
such Confidential Information to the extent legally required; provided, however,
that the Executive will use his reasonable best efforts to ensure that such
Confidential Information is treated confidentially by each Person to whom it is
disclosed.


5.             Notices.   Any notice provided for in this Agreement
must be in writing and must be either personally delivered, sent by facsimile
or sent by reputable overnight courier service (charges prepaid) to the
recipient at the following address:


If
to the Company:


LECG
Corporation

2000 Powell Street, Suite 600

Emeryville, CA 94608

Attention:  Chairman of the Board of
Directors

Tel.:  (510) 450-6799

Fax:  (510) 653-6213


If
to LECG:


LECG,
LLC

2000 Powell Street, Suite 600

Emeryville, CA 94608

Attention:  Chief Financial Officer


If
to the Executive:


Michael
J. Jeffery


[*]


 


or such other address or to the attention of such
other person as the recipient party shall have specified by prior written
notice to the sending party.  Any notice
under this Agreement will be deemed to have been given when so delivered
personally or sent by facsimile, and one day after deposit with a reputable
overnight courier service.


6.             General Provisions.


6.1           Severability.
Whenever possible, each provision of this Agreement will be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of this Agreement is held to be invalid, illegal or unenforceable in any respect
under any



 6
 









 


applicable law or rule in
any jurisdiction, such invalidity, illegality or unenforceability will not
affect any other provision or any other jurisdiction, but this Agreement will
be reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.


6.2           Complete Agreement.
This Agreement, those documents expressly referred to herein and other
documents of even date herewith embody the complete agreement and understanding
among the parties and supersede and preempt any prior understandings,
agreements or representations by or among the parties, written or oral, which
may have related to the subject matter hereof in any way.


6.3           Counterparts; Facsimile
Execution. This Agreement may be executed in multiple
counterparts, each of which is deemed to be an original and all of which taken
together constitute one and the same agreement. 
This Agreement may be executed by delivery of an original executed
counterpart signature page by facsimile transmission.


6.4           Successors and Assigns.
Except as otherwise provided herein, this Agreement shall bind and inure to the
benefit of and be enforceable by the Executive and the Company, and their
respective successors and assigns; provided that the rights and obligations of
the Executive under this Agreement shall not be assignable and, provided
further that the rights and obligations of the Company may be assigned to any
successor of the Company.


6.5           Choice of Law; Dispute
Resolution.  All questions
concerning the construction, validity and interpretation of this Agreement and
the exhibits hereto will be governed by and construed in accordance with the
internal laws of the State of California, without giving effect to any choice
of law or conflict of law provision or rule (whether of the State of California
or any other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of California.  Except with respect to any action seeking
temporary or permanent injunctive relief taken in connection with the
enforcement of the Confidentiality provisions of this Agreement, any
controversy, dispute, or claim of whatever nature arising out of, in connection
with, or in relation to the interpretation, performance or breach of this
Agreement, including any claim based on contract, tort, or statute, shall be
resolved at the request of any party to this agreement, by final and binding
arbitration, administered by and in accordance with the then existing Rules of
Practice and Procedure of Judicial Arbitration & Mediation Services, Inc.
applicable to commercial disputes (JAMS), or its successor entity, and judgment
upon any reward rendered by the arbitrator may be entered by any State or
Federal Court having jurisdiction thereof. 
Any such arbitration shall take place exclusively in California. The
prevailing party shall be entitled to reasonable attorneys’ fees and costs
incurred in enforcing this Agreement through arbitration or otherwise and
reasonable attorneys’ fees and costs incurred in appealing or enforcing any
judgment entered by the arbitrator in any court having jurisdiction. The
parties shall not be liable to each other for any consequential, incidental,
special or punitive damages.


6.6           Remedies.
Each of the parties to this Agreement will be entitled to enforce its rights
under this Agreement specifically, to recover damages and costs (including
attorney’s fees) caused by any breach of any provision of this Agreement and to
exercise all other rights existing in its favor. The parties hereto agree and
acknowledge that money damages may not be



 7
 









 


an adequate remedy for
any breach of the provisions of this Agreement and that any party may in its
sole discretion apply to any court of law or equity of competent jurisdiction
(without posting any bond or deposit) for specific performance and/or other
injunctive relief in order to enforce or prevent any violations of the
provisions of this Agreement.


6.7           Amendment and Waiver.
The provisions of this Agreement may be amended or and waived only with the
prior written consent of the Company and the Executive.


6.8           Termination.
The provisions of Sections 3.4 and 4 shall survive the termination of this
Agreement and shall remain in full force and effect after such termination.


6.9           No Waiver.
A waiver by any party hereto of any right or remedy hereunder on any one
occasion shall not be construed as a bar to any right or remedy which such
party would otherwise have on any future occasion.  Neither failure to exercise nor any delay in
exercising on the part of any party hereto, any right, power or privilege
hereunder shall preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. 
The rights and remedies herein provided are cumulative and may be
exercised singly or concurrently, and are not exclusive of any rights or
remedies provided by law.


6.10         Insurance.  The Company, at its discretion, may apply for
and procure in its own name for its own benefit life and/or disability
insurance on the Executive in any amount or amounts considered available. The
Executive agrees to cooperate in any medical or other examination, supply any
information, and to execute and deliver any applications or other instruments
in writing as may be reasonably necessary to obtain and constitute such
insurance. The Executive hereby represents that he has no reason to believe
that his life is not insurable at rates now prevailing for healthy men of his
age.


6.11         Offset.  Whenever the Company, LECG or any LECG Entity
is to pay any sum to the Executive, any amounts that the Executive owes to such
LECG Entity may be deducted from that sum before payment.


6.12         Deductions.  The LECG Entities shall be entitled to deduct
or withhold from any amounts owing from such LECG Entity to the Executive any
federal, state, provincial, local or foreign withholding taxes, excise taxes,
or employment taxes (“Taxes”)
imposed with respect to the Executive’s compensation or other payments from
such LECG Entity or the Executive’s ownership interest in the Company,
including, but not limited to, wages, bonuses, dividends, the receipt or
exercise of stock options and/or the receipt or vesting of restricted stock.



 8
 









 


The parties hereto have executed
this Senior Management Agreement on the date first written above.


	
  

  	
  LECG CORPORATION 

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By: 

  	
  /s/ Carol Kerr

  	
   

  	 

	
   

  	
   

  	
  Name:

  	
  Carol Kerr

  	
   

  	 

	
   

  	
   

  	
  Title:

  	
  Vice President and

  General Counsel

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  Date:

  	
  April 13, 2007

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  LECG, LLC 

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ Carol Kerr

  	
   

  	 

	
   

  	
   

  	
  Name:

  	
  Carol Kerr

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President and

  General Counsel

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  Date:

  	
  April 13, 2007

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  Approved and Authorized

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ William
  Spencer  

  	
   

  	
   

  	 

	
   

  	
   

  	
  William Spencer, Chair
  of

  	 

	
   

  	
   

  	
  Compensation Committee

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  Date:

  	
  April 13, 2007

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  EXECUTIVE

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ Michael J. Jeffery

  	
   

  	
   

  	 

	
   

  	
   

  	
  Michael J. Jeffery

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  Date:

  	
  April 13, 2007

  	
   

  	
   

  	 

														



 


 



 9















 


EXHIBIT
A


Measurable performance metrics based on the principle
of execution of the recovery plan to be established at the Compensation
Committee meeting on April 24, 2007.


58023\2002\541484.5


 



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