UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): September 21,
2006
(Exact
name of registrant as specified in its charter)
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Kentucky
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0-1469
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61-0156015
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(State
of incorporation)
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(Commission
file number)
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(IRS
Employer Identification No.)
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700
Central Avenue, Louisville, Kentucky 40208
(Address
of principal executive offices)
(Zip
Code)
(502)
636-4400
(Registrant's
telephone number, including area code)
Check
the
appropriate box below if the Form 8-K is intended to simultaneously satisfy
the
filing obligation of the registrant under any of the following
provisions:
[
] Written
communications pursuant to Rule 425 under the Securities Act (18 CFR
230.425)
[
] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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|
[
]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
1.01. Entry Into a Material Definitive Agreement.
On
September 21, 2006, the Board of Directors of Churchill Downs Incorporated
(the
“Company”) approved the hiring of Vernon Niven to serve as the Company’s
Executive Vice President, Technology Initiatives. In connection with Mr. Niven’s
hiring, the Company executed an offer letter setting forth the terms of an
at-will employment arrangement (the “Offer Letter”). Mr. Niven will receive a
base salary of $300,000 and will be eligible to participate in a cash bonus
plan
beginning the calendar year 2007 based on objectives approved by the
Compensation Committee of the Board of Directors. Mr. Niven’s target bonus level
will be 60% of base salary.
As
part
of his compensation, Mr. Niven will be eligible for long term incentives based
on achievement of certain performance goals and vesting criteria. The long
term
incentive payments are intended to be in the form of Company stock but require
Board of Director and shareholder approval. Should Company stock not be
available at the time of payment, the long term incentives will be paid in
cash.
Should
Mr. Niven’s employment be terminated by the Company without “just cause,” Mr.
Niven will receive pay through the month of termination and severance pay and
benefits per the Executive Severance Policy; a pro rated bonus based on the
bonus target; the balance of any long term incentive awards, if any, earned
though the termination date but not yet paid; and 20% of the then remaining
long
term incentives (payable only if Mr. Niven has completed one year of continuous
service).
In
the
event of a change in control, defined as an acquisition of at least 51% of
the
Company, Mr. Niven’s outstanding long term incentives will vest at 50% of the
scheduled value and be payable in the year the incentive would have otherwise
been paid.
The
above
summary of the Offer Letter is qualified in its entirety by reference to the
full text of the Offer Letter to be filed with the Company’s Quarterly Report on
Form 10-Q for the quarter ending September 30, 2006.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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CHURCHILL
DOWNS INCORPORATED
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September
27, 2006
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/s/ William C. Carstanjen |
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William
C. Carstanjen
Executive
Vice President, General Counsel and Chief Development
Officer
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