Free

BYI: Why the new contract for the CEO?

For the past few weeks, we’ve been posting more actionable information on our partner site, Research Edge on all sorts of things we’ve found buried in the filings. While the plan is to keep footnoted free and open to all, subscribers will have access to our posts earlier. You can get access to the footnoted portal on Research Edge by sending a note here. Here’s something we posted on August 13 about Bally Technologies (BYI) that we found in the filings:

Whenever we see a company changing an employment agreement with its CEO more frequently than once a year, it begs the question why. And that’s exactly the question we’re asking after taking a careful look at the 8-K that Bally (BYI) filed late Tuesday.

The filing, which was the sixth amendment to CEO Richard Haddrill’s employment contract, was significantly different than the fifth amendment that was just signed last October. How so? There was a lot of new language about what happens to Haddrill in the event of a change in control. For example, the new contract adds a —strategic initiatives bonus that pays Haddrill $2.5 million if the company meets certain unstated goals by December 2010 or if there’s a change in control by that date. That’s just one of the changes. There’s several others too, including an additional payment of $1.9 million if a deal takes place before the end of next year, the extension of health benefits through 2012 following a deal and a new anti-compete clause that prohibits Haddrill from working for any other company engaged in electronic gaming or owning more than 5% for a four year period.

Add to the fact that the fifth amendment was not set to expire until Dec. 2010 and you have to wonder why all of this new language was added. The lawyers that draft these sorts of contracts may not charge by the word, but they do charge by the hour, which makes it hard to believe that all of this new language is merely coincidental.