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): January 4,
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
or other jurisdiction of incorporation or organization)
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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)
Not
Applicable
(Former
name or former address, if changed since last report)
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:
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[
]
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
]
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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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Page
1
CHURCHILL
DOWNS INCORPORATED
INDEX
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Item
1.01.
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Entry
Into a Material Definitive Agreement.
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On
January 4, 2006, Churchill Downs Incorporated (the “Company”) entered into
an amended and restated employment agreement (the “Amended Agreement”)
with Thomas H. Meeker, President and Chief Executive Officer of the
Company. The Amended Agreement amends and restates Mr. Meeker’s employment
agreement dated March 13, 2003. The Amended Agreement is filed with
this
report as Exhibit 10.1 and the material changes are described
below.
Term
The
Amended Agreement clarifies that Mr. Meeker’s employment agreement expires
on March 13, 2007.
Severance
Benefit
If
Mr. Meeker is terminated without cause, or due to death or disability,
or
is constructively discharged, the Company is required to pay the
following
severance benefits: (i) one year of base salary; (ii) pro rated bonus
for
the year in which the termination occurs; (iii) an amount equal to
the
greater of the Target Bonus as defined under the Incentive Compensation
Plan or the highest annual bonus Mr. Meeker received within the last
three
years; (iv) the balance of any annual or long-term cash incentive
awards,
if any, earned (but not yet paid) for the year in which termination
occurs; (v) the acceleration of any outstanding stock options or
restricted stock grants; (vi) continued participation in employee
benefits
for one year; (vii) assignment of a $250,000 life insurance policy
to him;
and (viii) the inclusion of the Target Bonus for the calculation
of Mr.
Meeker’s Supplemental Benefit Plan benefit and credit for length of
service through October 1, 2007.
Retention
Benefit
In
the event that Mr. Meeker remains employed by the Company through
the term
of his employment agreement, he will receive a retention benefit
equal to
the severance benefit.
Retirement
and Change of Control
The
retirement and change of control provisions contained in Mr. Meeker’s
original employment agreement have been deleted.
Section
409A
The
Amended Agreement makes certain technical changes in accordance with,
and
necessary to comply with, the new holding periods for deferred
compensation under Section 409A of the Internal Revenue Code. In
the event
that Mr. Meeker’s severance benefits are delayed in order to avoid the
imposition of taxes under Section 409A, he will receive an additional
payment in an amount equal to one-half percent (0.5%) monthly simple
interest on the payments delayed.
The
Amended Agreement also updates the description of the Supplemental
Benefit
Plan.
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Item
9.01
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Financial
Statements and Exhibits
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(c) Exhibits
10.1
Employment Agreement as Amended and Restated as of December 31, 2005
between Churchill Downs Incorporated and Thomas H.
Meeker.
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Page
2
SIGNATURES
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 hereunto
duly authorized.
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CHURCHILL
DOWNS INCORPORATED
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January
5, 2006
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/s/ Michael E. Miller |
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Michael
E. Miller
Executive
Vice President and Chief Financial
Officer
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