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): April 7, 2008
(Exact
name of registrant as specified in its charter)
|
Kentucky
|
0-1469
|
61-0156015
|
|
(State
of incorporation)
|
(Commission
file number)
|
(IRS
Employer Identification No.)
|
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 (17 CFR
230.425)
[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02. Departure of Directors or Principal Officers; Election
of Directors; Appointment of Principal Officers; Compensatory Arrangements of
Certain Officers.
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(e)
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Compensatory Arrangements of Certain Officers. |
On April 7, 2008, the Compensation
Committee of the Board of Directors of Churchill Downs Incorporated (the
“Company”) entered into a Transition and Separation Agreement (the “Agreement”)
with C. Kenneth Dunn. The Agreement generally provides that upon Mr.
Dunn's termination of employment, which is expected to occur prior to August 1,
2008, subject to the effectiveness of a release of claims against the Company,
Mr. Dunn would be entitled to the following: a completion bonus of
$310,000, severance payment of $125,117, Company-paid COBRA continuation until
February 28, 2010, payment of $8,000 in lieu of outplacement
assistance, accelerated vesting with respect to 5,480 shares of restricted
stock, and a pro rata payment of the Incentive Compensation Plan bonus in the
amount of $58,388. The Agreement also provides for two-year
non-competition and non-solicitation provisions.
Item
9.01. Financial Statements and Exhibits.
| (d) | Exhibits. | |
|
10.1
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Transition and Separation Agreement between Churchill Downs Incorporated and C. Kenneth Dunn. | |
| 99.1 | Press Release issued by Churchill Downs Incorporated, dated April 9, 2008. |
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 hereunto
duly authorized.
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CHURCHILL
DOWNS INCORPORATED
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||
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April
9, 2008
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/s/ Robert L. Evans |
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Robert
L. Evans
President
& Chief Executive Officer
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||
Exhibit
Index
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EXHIBIT
NO.
|
DESCRIPTION
|
|
10.1
|
Transition
and Separation Agreement between Churchill Downs Incorporated and C.
Kenneth Dunn.
|
|
99.1
|
Press
Release issued by Churchill Downs Incorporated, dated April 9,
2008.
|