Mattersight's CFO -- Bill Noon -- Gets A New Contract? Why Now?

And one with a tin parachute (six months severance), to boot!

I found the following changes -- especially the beefed-up requirement to cooperate in litigation -- noteworthy, given the recent restatement of (material increases in) three years worth of GAAP operating losses per share (new language in bold):

. . .Assistance in Litigation. Employee shall upon reasonable notice and without compulsion of law (e.g., subpoena), furnish all accurate and complete information and other assistance to eLoyalty as eLoyaltythe Company as the Company may reasonably require in connection with any litigation, proceeding, or dispute to which eLoyaltythe Company is, or may become, a party, or in which it may otherwise become involved, either during or after Employee’s employment; provided, if such assistance shall occur after termination of Employee’s employment, the Company shall reimburse Employee for his reasonable expenses incurred in connection with such assistance, including, without limitation, as relevant transportation, meals and lodging, and shall also pay Employee a consulting fee of $200 per hour, as compensation for his inconvenience and the disruption of his other endeavors. . . .

Well -- that's odd.

In any event, the company made no separate mention of this change, and summarized his new deal, as follows -- in an after hours SEC filing, on Form 8-K, tonight:

. . . .Effective May 23, 2012, Mattersight Corporation entered into an executive employment agreement (the “Agreement”) with William B. Noon, its Vice President and Chief Financial Officer. The Agreement replaces Mr. Noon’s prior employment agreement. The material components of Mr. Noon’s compensation package under the Agreement are as follows: (a) an annual base salary of $200,000, less standard payroll deductions and withholdings; (b) a target annual bonus of $80,000; (c) severance benefits payable on termination by the company without Cause and by Mr. Noon for Good Reason equal to six months’ salary, 50% of the average of his current year’s estimated bonus and prior year’s actual bonus, six months’ continuation of health benefits, and six months’ additional vesting of his stock awards; and (d) severance benefits payable on death or Disability equal to 12 months’ salary, 100% of the average of his current year’s estimated bonus and prior year’s actual bonus, 12 months’ continuation of health benefits, and 12 months’ additional vesting of his stock awards. Under the Agreement, Mr. Noon is also subject to certain non-competition and non-solicitation restrictions for one year following his termination of employment. . . .

Here's the new one; here's the old one.

Separately, Mr. Conway touted (via press release, after hours) a new contract signing with an HMO he says is among the top five in the nation. Yawn.

Me? I see a concentration of revenue/over-reliance on a small number of customers problem, here highlighted. Again, at best. . . a yawn.