Exhibit 10.1


 


FIFTH AMENDMENT TO


HADDRILL EMPLOYMENT AGREEMENT


 


This
Fifth Amendment to the Employment Agreement (the “Fifth Amendment”) is
made and entered into as of October 22, 2008 (the “Effective Date”), by
and between Bally Technologies, Inc., a Nevada corporation (the “Company”),
and Richard Haddrill (“Haddrill”).


 


WHEREAS,
the Company and Haddrill are parties to that certain Employment Agreement dated
as of June 30, 2004, as amended on December 22, 2004, June 13,
2005, June 20, 2006 and February 13, 2008 (as amended, the “Employment
Agreement”) pursuant to which Haddrill is employed as the Company’s Chief
Executive Officer; and


 


WHEREAS,
the Company and Haddrill desire to amend the Employment Agreement in accordance
with and subject to the terms and conditions of this Fifth Amendment.


 


NOW
THEREFORE, on the basis of the foregoing premises and in consideration of the
mutual covenants and agreements contained herein, the parties hereto agree as
follows:


 


1.             The Company and Haddrill
agree that the following sentence shall be added at the end of Section 2(a) of
the Employment Agreement:


 


“For so long as Haddrill remains in continuous
service with the Company, he shall serve on such committees or subcommittees,
and/or assist with such initiatives as may be reasonably requested of him by
the Board of Directors.”


 


2.             During the term of the
Employment Agreement: (i) Haddrill will continue to receive the
compensation and benefits currently provided to him on the terms and conditions
set forth in Sections 4(a) and (b) of the Employment Agreement and (ii) Haddrill’s
base salary will remain at $998,000 per year through December 31, 2010 and
shall be reduced to $375,000 per year for the calendar year beginning January 1,
2011.


 


3.             On October 17, 2008, the
Company granted Haddrill additional non-statutory stock options (the “Additional
Options”) to acquire 50,000 shares of the Company’s common stock under the
Company’s Amended and Restated 2001 Long Term Incentive Plan (the “Plan”).  The Additional Options shall be granted at an
exercise price per share equal to the closing price of the stock on the grant
date. The Additional Options shall vest and be subject to the terms and
conditions set forth in the Plan and on Schedule A-3.


 


4.             On October 17, 2008,
the Company granted Haddrill a number of restricted stock units under the Plan
(the “Additional Restricted Stock Units”) having a value equal to $1.7 million
dollars, as calculated in accordance with Schedule B-3 hereto.  The Additional Restricted Stock Units shall
vest and be subject to the terms and conditions set forth in the Plan and on
Schedule B-3 hereto.


 


5.             Except as
expressly modified by this Fifth Amendment, the Employment Agreement shall
remain unchanged and shall remain in full force and effect.


 


[signatures on next page]


 


1

















 


IN
WITNESS WHEREOF, the Company and Haddrill have duly executed this Fifth
Amendment as of the date first above written.


 


 


	
   

  	
  BALLY
  TECHNOLOGIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mark Lerner

  
	
   

  	
  Name:

  	
  Mark
  Lerner

  
	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Richard Haddrill

  
	
   

  	
  Richard
  Haddrill

  
					



 


[Signature Page to Fifth Amendment to Haddrill Employment Agreement]


 

















 


Schedule A-3


 


ADDITIONAL OPTIONS


 


1.             The Additional
Options shall vest in full on December 31, 2010, so long as Haddrill
remains in continuous service with the Company through the earlier of (i) December 31,
2010 or (ii) the date of the Company’s annual meeting of stockholders that
follows the Company’s fiscal year ending June 30, 2010.


 


2.             Once the Additional
Options become vested and exercisable hereunder, they shall remain exercisable
until the seventh anniversary of the date of grant thereof without regard to
whether Haddrill remains in continuous service with the Company through such
date.


 


3.             In addition to the
above, notwithstanding any provision of the Employment Agreement, or the Plan
to the contrary, in the event of a Change of Control (as defined in the
Employment Agreement): (i) if such Change of Control is consummated on or
prior to January 1, 2009, and, within one year following such Change of
Control Haddrill’s service with the Company (or any successor) is terminated
under paragraphs 7(b) or 7(c) of the Employment Agreement, the
Additional Options shall become immediately and fully vested and exercisable
effective as of immediately prior to the date of such termination of service
and (ii) if such Change of Control is consummated after January 1,
2009, the Additional Options shall become immediately and fully vested and
exercisable effective as of immediately prior to such Change of Control.


 


4.             Once the
Additional Options become vested and exercisable hereunder, they shall remain
exercisable until the seventh anniversary of the date of grant thereof without
regard to whether Haddrill remains in continuous service with the Company
through such date.


 


5.             Except as
described in this Schedule A-3, upon a termination of Haddrill’s service with
the Company (or any successor) for any reason, the unvested portion of the
Additional Options at the time of such termination of service (after giving
effect to the accelerated vesting, if any, described in this Schedule A-3, if
any) shall terminate effective as of the date of termination.


 

















 


Schedule B-3


 


ADDITIONAL RESTRICTED
STOCK UNITS


 


1.             The number of
shares of common stock subject to the Additional Restricted Stock Units was determined
by dividing $1.7 million dollars by the average per share closing price of
the Company’s common stock on the stock exchange in which the stock is
principally traded for the 20 business days immediately prior to the date of
the grant.


 


2.             The Additional
Restricted Stock Units shall vest in full on December 31, 2010, so long as
Haddrill remains in continuous service with the Company through the earlier of (i) December 31,
2010 or (ii) the date of the Company’s annual meeting of stockholders that
follows the Company’s fiscal year ending June 30, 2010.


 


3.             If Haddrill’s
employment with the Company is terminated under paragraphs 7(b) or 7(c) of
the Employment Agreement, and such termination occurs after January 1,
2009, in addition to the other compensation and benefits provided under the
Employment Agreement, the vesting of the Additional Restricted Stock Units will
accelerate in full as of the termination date.


 


4.             In addition to
the above, notwithstanding any provision of the Employment Agreement, or the
Plan to the contrary, in the event of a Change of Control (as defined in the
Employment Agreement): (i) if such Change of Control is consummated on or
prior to January 1, 2009, and, within one year following such Change of
Control Haddrill’s service with the Company (or any successor) is terminated
under paragraphs 7(b) or 7(c) of the Employment Agreement, the
Additional Restricted Stock Units shall become immediately and fully vested and
exercisable effective as of immediately prior to the date of such termination
of service and (ii) if such Change of Control is consummated after January 1,
2009, the Additional Restricted Stock Units shall become immediately and fully
vested and exercisable effective as of immediately prior to such Change of
Control.


 


5.             Each vested
Additional Restricted Stock Unit represents Haddrill’s right to receive one
share of the Company’s common stock on the applicable vesting date (subject to
the terms and conditions of the Plan, including the satisfaction of any tax
withholding obligations).


 


6.             Except as
described in this Schedule B-3, upon a termination of Haddrill’s service with
the Company (or any successor) for any reason, the unvested portion of the
Additional Restricted Stock Units at the time of such termination of service
(after giving effect to the accelerated vesting, if any, described in this
Schedule B-3, if any) shall be forfeited effective as of the date of
termination.