Exhibit 10.1


 


SIXTH AMENDMENT TO

HADDRILL EMPLOYMENT AGREEMENT


 


This
Sixth Amendment to the Employment Agreement (the “Sixth Amendment”) is
made and entered into as of August 10, 2009 (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, February 18, 2008 and October 22, 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 Sixth 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.             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 the Employment Agreement and (ii) Haddrill’s base salary will
remain at $998,000 per year through December 31, 2012.


 


2.             The Company and Haddrill
agree that the following Section 4(g) is hereby added to the
Employment Agreement:


 


“(g)         Strategic Initiatives Bonus.  Haddrill shall be entitled to a lump sum cash
payment of $2,500,000 (the “Strategic Initiatives Bonus”) upon the first to
occur of: (i) the achievement of certain strategic initiatives established
by the Board of Directors on or before December 31, 2010, as determined by
Board of Directors, in its sole discretion, or (ii) a Change of Control
occurring on or before December 31, 2010. 
If the Strategic Initiatives Bonus becomes payable pursuant to the
preceding sentence, the Strategic Initiatives Bonus shall be paid to Haddrill
within fifteen (15) days following the Board of Director’s determination that
the Strategic Initiatives Bonus has been earned; provided, however, that the
payment of the Strategic Initiatives Bonus shall be delayed until the first business
day of the first taxable year in which Haddrill is not subject to Section 162(m) of
the Code.  If payment of the Strategic
Initiatives Bonus is delayed pursuant to the preceding sentence, interest shall
accrue on the Strategic Initiatives Bonus at a rate equal to the prime rate in
effect on the date that the Strategic Initiatives Bonus is earned (as
determined by the Board of Directors), as reported by Reuters, for the period
beginning on the date that the Strategic Initiatives Bonus is earned (as
determined by the Board of Directors) and ending on the date that the Strategic
Initiatives Bonus is paid.”


 


3.             The Company and Haddrill
agree that the following Section 4(h) is hereby added to the
Employment Agreement:


 


“(h)         Performance Bonus.  Subject to stockholder approval of the Bally
Technologies, Inc. Executive Incentive Plan (the “EIP”) at the 2009 Annual
Meeting of Stockholders, Haddrill shall be entitled to a cash bonus under the
EIP, if earned, ranging in value from $1,000,000 to


 


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$3,500,000
(the “Performance Bonus”), based upon the Company’s achievement of cumulative diluted
EPS targets established by the Board of Directors with respect to the Company’s
combined fiscal year 2010-2011 period, and, if earned, payable at the same time
bonuses are paid to executives generally for the 2011 fiscal year, but in no
event later than December 31, 2011.”


 


4.             The Company and Haddrill
agree that Section 8(d)(i)[a] of the Employment Agreement shall is hereby
amended and restated in its entirety to read as follows:


 


“[a]
the Company shall pay to Haddrill $998,000 and, if such Change of Control
occurs on or before December 31, 2010, an additional payment equal to
$1,996,000, and”


 


5.             The Company and Haddrill
agree that the following Section 8(e) is hereby added to the
Employment Agreement:


 


“(e)         Notwithstanding anything to
the contrary in this Agreement, upon Haddrill’s termination for any reason
other than as described in Section 7(a), he shall continue to receive the
benefits provided in Section 4(b) (other than paid vacation and
holidays), through December 31, 2012.”


 


6.             The Company and Haddrill
agree that Section 12(a) of the Employment Agreement shall is hereby
amended and restated in its entirety to read as follows:


 


“During
his employment under this Agreement and until the date that is four (4) years
following the later of December 31, 2012 or the termination of his
employment under this Agreement for whatever reason, Haddrill shall not become
employed by, act as a consultant for, contract with, obtain a beneficial
ownership interest of 5% or more in or otherwise enter into any form of
business relationship with any business entity that is engaged in the design,
importation, manufacture and/or sale of electronic gaming devices, systems or
systems products or any business entity which is engaged in any other business
in which the Company or any subsidiary of the Company is engaged at the time of
termination of Haddrill’s service with the Company or, to the knowledge of
Haddrill, is planning to be engaged (“Competitors”).  Such Competitors currently include, but are
not limited to, International Game Technology, Inc., WMS Industries, Inc.,
Shuffle Master, Inc., Aristocrat Leisure, Ltd., Gtech Holdings Corp., Multimedia
Games, Inc. or Konami Gaming, Inc., or any of their present and
future affiliates, subsidiaries, divisions, parent companies and successors.”


 


7.             The Company and Haddrill
agree that Section 12(b) of the Employment Agreement shall is hereby
amended and restated in its entirety to read as follows:


 


“During
his employment under this Agreement and until the date that is one (1) year
following the later of December 31, 2012 or the termination of his
employment under this Agreement for whatever reason, Haddrill shall not become
employed by, act as a consultant for, contract with, obtain a beneficial
ownership interest of 5% or more in or otherwise enter into any form of
business relationship with any person, firm, company, corporation, partnership,
association or other organization within the United States that is not listed in or otherwise covered by paragraph 12(a) but
that is otherwise engaged in the gaming business.”


 


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8.             The Company and Haddrill
agree that the reference to “for a period of one (1) or (2) years”
contained in Section 14 of the Employment Agreement is hereby changed to “during
the period of time covered by the covenant not to compete contained in Section 12(a).”


 


9.             On August 10, 2009, the
Company granted Haddrill a number of restricted stock units under the Plan (the
“Additional Restricted Stock Units”) having a value equal to $1.5 million
dollars, as calculated in accordance with Schedule A-6 hereto.  The Additional Restricted Stock Units shall
vest and be subject to the terms and conditions set forth in the Plan and on
Schedule A-6 hereto.


 


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


 


[signatures on next page]


 


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


 


 


	
   

  	
  BALLY
  TECHNOLOGIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Kevin Verner

  
	
   

  	
  Name:

  	
       Kevin
  Verner

  
	
   

  	
  Title:

  	
  Chairman,
  Compensation Committee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Richard M. Haddrill

  
	
   

  	
  Richard
  M. Haddrill

  



 


[Signature Page to Sixth Amendment to Haddrill
Employment Agreement]


 

















 


Schedule A-6


 


ADDITIONAL RESTRICTED
STOCK UNITS


 


1.             The number of
shares of common stock subject to the Additional Restricted Stock Units was determined
by dividing $1.5 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 January 1, 2011, so long as
Haddrill remains in continuous service with the Company through such date.


 


3.             If Haddrill’s
employment with the Company is terminated under paragraphs 7(b) or 7(c) of
the Employment Agreement, 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), 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 A-6, 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 granted hereunder at the time of such
termination of service (after giving effect to the accelerated vesting, if any,
described in this Schedule A-6, if any) shall be forfeited effective as of the
date of termination.