Churchill Downs Incorporated Executive Severance Policy



 EXHIBIT 10 (xx) 
 CHURCHILL DOWNS INCORPORATED 
 EXECUTIVE SEVERANCE POLICY 
 (Amended Effective as of November 12, 2008) 
  

	1.	Purpose. The Churchill Downs Incorporated Executive Severance Policy (the “Policy”) is established effective November 13, 2003, to provide Executives and Other
Key Employees (both as defined below) of Churchill Downs Incorporated or its wholly-owned subsidiaries (collectively, the “Company”) who are in a position to contribute materially to the success of the Company and its affiliates with
severance income while they seek alternative employment if they are involuntarily separated from employment due to elimination of their positions or duties. “Elimination of their positions or duties” means elimination for lack of work,
cost containment, a general reduction in force, or other reasons unrelated to job performance under circumstances that constitute or result in a “separation from service” under Section 409A (“Job Elimination”).
“Elimination of their positions or duties” specifically excludes, without limitation, termination of employment for cause or otherwise due to job performance or other job-related matters. As a condition for such severance income and other
benefits under this Policy, the Executive or Other Key Employee shall release the Company from any and all actions, suits, proceedings, claims and demands related to employment by the Company and to the termination by signing a waiver and release
document in a form provided by the Company. Such document shall include a statement that benefits under this Policy are conditioned upon the Company’s receipt of a signed release. 

  

	2.	Administration. The Vice President Human Resources of the Company, as agent of the Company, has complete discretion and authority with respect to the administration and
application of the Policy, except as expressly limited by the terms of the Policy; provided however, that approval must be obtained from the Compensation Committee of the Board of Directors of the Company (the “Committee”) in order to
authorize severance outside of the terms of this Policy to the employees covered by this Policy in the context of the elimination of a position or duties. 

  

	3.	 Participation. The Committee shall select the Executives and Other Key Employees who are eligible for severance under this Policy (the
“Participants”). Participants who are eligible for severance under this Policy are listed by job title on Exhibit A, which is attached hereto and incorporated by reference. Notwithstanding the foregoing sentence, an Executive or
Other Key Employee who is entitled to severance benefits pursuant to a separate written agreement with the Company shall not be eligible for severance under this Policy whether or not his or her specific position is listed on Exhibit A. A
Participant shall not be eligible for Severance Pay if a Successor Employer (as defined below) offers him/her a job that (a) has a base salary that is no more than 10% less than the Participant’s then current base salary, (b) is
located within fifty miles of the Participant’s then current place of employment from a Successor Employer and (c) commences within thirty days following his or her termination of employment by the Company, whether or not the participant
accepts the employment offer. “Successor Employer” means any business 











	 	 
organization that acquires (through merger, consolidation, reorganization, transfer of stock or assets, or otherwise) either (i) all or substantially
all of the business or assets of the Company, or a division or subsidiary of the Company; or a business unit of the Company, including Hoosier Park, L.P., or (ii) the facility where the Participant usually works. 



 

	4.	Definitions. 

  

	 	a.	“Base salary” means the fixed compensation (excluding bonuses and other benefits) paid to an employee regularly each pay period for performing assigned job
responsibilities. The base salary, or base salary rate, of a Participant shall be determined as of the date of termination of employment. 

  

	 	b.	“Code” shall mean the Internal Revenue Code of 1986, as amended, including any regulations or guidance promulgated thereunder. 

  

	 	c.	“Executive” means an employee of the Company with the title of vice president or higher. 

  

	 	d.	“Other Key Employee” means an employee who is not an Executive but is determined by the Committee to be in a position to contribute materially to the success of the
Company. 

  

	 	e.	“Release” means a general release and waiver of claims against the Company, in a form to be provided by the Company.” 

  

	 	f.	“Section 409A” shall mean Section 409A of the Code. 

  

	 	g.	“Severance Benefits” means the benefits set forth in Sections 5 and 6 of this Policy. 

  

	 	h.	“Severance Pay” means the amount payable pursuant to Section 5 of this Policy. 

  

	 	i.	“Years of Service” means the total of all full years of service and any partial years of service in which the Participant worked at least 6 months beginning with the
Participant’s first day of employment with the Company. 

  

	5.	Severance Pay Any Participant whose employment with the Company is terminated by the Company due to Job Elimination shall be eligible for Severance Pay hereunder provided the
Participant has been employed by the Company for a minimum of 12 months; and provided further that the Participant has returned a signed Release to the Committee within the minimum time period required under applicable state and federal laws, or if
no such period, within five business days, and has not revoked the Release within the minimum time permitted under applicable state and federal laws. 

  

	 	a.	 Amount of Severance Pay. The amount of Severance Pay for which a Participant is eligible hereunder shall be determined in accordance with his or her status
as an 



  

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Executive or Other Key employee and his or her Years of Service with the Company, as follows: 


  

	 	i.	Chief Executive Officer: The Chief Executive Officer of the Company is entitled to severance benefits pursuant to a separate written agreement between the Company and the
Chief Executive Officer and shall not be eligible for severance under this Policy. 

  

	 	ii.	Executive Vice President: An executive vice president shall be eligible for Severance Pay equal to four (4) weeks of base salary for each Year of Service with the
Company. The minimum Severance Pay for an executive vice president shall be sixteen (16) weeks of base salary and the maximum Severance Pay for an executive vice president shall be fifty-two (52) weeks of base salary.


  

	 	iii.	Corporate Senior Vice Presidents or Track President: A corporate senior vice president or track president shall be eligible for Severance Pay equal to three (3) weeks of
base salary for each Year of Service with the Company. The minimum Severance Pay for a corporate senior vice president or track president shall be twelve (12) weeks of base salary and the maximum Severance Pay for a corporate senior vice
president shall be twenty-six (26) weeks of base salary. 

  

	 	iv.	Corporate or Unit Vice President or Other Key Employee: A corporate or unit vice president or Other Key Employee shall be eligible for Severance Pay equal to two
(2) weeks of base salary for each Year of Service with the Company. The minimum Severance Pay for corporate or unit vice presidents or Other Key Employees shall be two (2) weeks of base salary and the maximum Severance Pay for a corporate
or unit vice president shall be twenty-six (26) weeks of base salary. 

  

	 	b.	 Method and Timing of Payment. Severance Pay shall be paid to an eligible Participant in a single cash sum as soon as practicable, but in no event later than
60 days, following the later of (i) the expiration of the applicable revocation period following the signing of the Release by the Participant or (ii) the Participant’s termination date with the Company; provided, however, that in no
event shall such Severance Pay be paid later than the March 15th of the year following the year in which such termination occurs, but conditioned on the Company receiving a signed Release that has not been revoked within the time provided
herein or in the Release. Notwithstanding the foregoing and any provision in this Policy to the contrary, to the extent Severance Pay is “deferred compensation” for purposes of Section 409A for an eligible Participant, such Severance
Pay shall be paid to such Participant in a single cash sum as soon as practicable, but in no event later than 60 days, following the Participant’s date of “separation from service” (within the meaning of Section 409A) with the
Company, but conditioned on the Company receiving a signed Release that has 



  

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not been revoked within the time provided herein or in the Release and in any case where the first and last days of the applicable release and
non-revocability periods are in two separate tax years, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, Severance Pay shall be made in the later tax year. 


  

	 	c.	Death of Participant. If a Participant dies after signing the release and prior to receiving Severance Pay to which he or she is entitled pursuant to the Policy, payment
shall be made to the beneficiary designated by the Participant to the Company or, in the event of no designation of beneficiary, then to the estate of the deceased Participant. 

  

	 	d.	Section 409A. Notwithstanding any provision to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, if a
Participant is a “specified employee” (as defined under Section 409A) as of the date of his “separation from service” (as defined under Section 409) from the Company, then the Separation Pay shall not be paid until the
earlier of (a) the expiration of the six (6) month period measured from the date of the Participant’s “separation from service” and (b) the date of the Participant’s death. All payments and benefits that are
delayed pursuant to the immediately preceding sentence shall be paid to the Participant in a lump sum as soon as practicable following the expiration of such period (or if earlier, upon the Participant’s death) but in no event later than thirty
(30) days following such period. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, no amount or benefit that is payable or to be provided upon a termination of employment from the Company
pursuant to this Policy shall be payable or provided unless such termination also meets the requirements of a “separation from service” under Section 409A. The Participant shall cooperate fully with the Company to ensure compliance
with Section 409A including, without limitation, adopting amendments to arrangements subject to Section 409A and operating such arrangements in compliance with Section 409A. 

  

	6.	Outplacement Services. The Company shall provide standard outplacement services at the expense of the Company, but not to exceed in total an amount equal to $8,000, from an
established outplacement firm selected by the Company. In order to receive outplacement services, the Participant must begin utilizing the services within thirty (30) days of the Participant’s date of termination of employment with the
Company and such services shall not extend beyond the earlier of (i) the last day of the second taxable year following the taxable year in which such termination date occurred or (ii) the date in which the Participant is hired by another
employer. 

  

	7.	 Perquisites. The Participant’s right to use a Company automobile and any automobile allowance that the Participant was receiving in accordance with the
arrangement in effect at the time of termination of the Participant’s employment will cease at the time of termination of the Participant’s employment. Any reimbursement for fringe benefits such 



  

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as dues and expenses related to club memberships and expenses for professional services will cease at the time of termination of the Participant’s
employment. 


  

	8.	Funding. The Policy shall at all times be entirely unfunded and no provision shall at any time be made with respect to segregating assets of the Company for payment of any
Severance Benefits hereunder. No Participant or other person shall have any interest in any particular assets of the Company by reason of the right to receive Severance Benefits under the Policy and any such Participant or any other person shall
have only the rights of a general unsecured creditor of the Company with respect to any rights under the Policy. 

  

	9.	Taxation. All Severance Benefits shall be subject to federal, state and local tax deductions and withholding for the same. 

  

	10.	Non-Exclusivity of Rights. The terms of the Policy shall not prevent or limit the right of a Participant to receive any base annual salary, pension or welfare benefit,
perquisite, bonus or other payment provided by the Company to the Participant, except for such rights as the Participant may have specifically waived in writing. Amounts that are vested benefits or which the Participant is otherwise entitled to
receive under any benefit policy or program provided by the Company shall be payable in accordance with the terms of such policy or program. 

  

	11.	Amendment and Termination. This Policy may be amended or terminated by the Committee acting in its sole discretion at any time. In addition, Participants may be added and
deleted by the Committee acting in its sole discretion at any time. No such termination or amendment shall affect the rights of any individual who is then entitled to receive Severance Benefits at the time of such amendment or termination. Severance
Benefits are not intended to be a vested right. The Vice President Human Resources reserves the right in his sole discretion to interpret the Policy, prescribe, amend and rescind rules and regulations relating to it, determine the terms and
provisions of the severance payments and make all other determinations he deems necessary or advisable for the administration of the Policy, subject to the appeals procedure in paragraph 16. The determination of the Vice President Human Resources on
all matters regarding the Policy shall be conclusive. Copies of this Policy and any amendments shall be provided to each constituent entity of the Company and, in the absence of any written notice to the contrary, shall be deemed adopted by each
such constituent. 

  

	12.	Non-Assignability. Severance Benefits pursuant to the Policy shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance
or charge prior to actual receipt thereof by a Participant; and any attempt to so anticipate, alienate, sell, transfer, assign, pledge, encumber or charge prior to such receipt shall be void; and the Company shall not be liable in any manner for, or
subject to, the debts, contracts, liabilities, engagements or torts of any person entitled to any Severance Benefits under this Policy. 

  

	13.	 Termination of Employment. Nothing in the Policy shall be deemed to entitle a Participant to continued employment with the Company, and the rights of the
Company to 



  

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terminate the employment of a Participant shall continue as though the Policy were not in effect. Nothing in the Policy shall be deemed to vest any rights in
the Participant until the occurrence of a Job Elimination. 


  

	14.	Confidential Information. As a condition of receiving Severance Benefits, Participants shall agree to hold, in a fiduciary capacity for the benefit of the Company, all
confidential information regarding the Company acquired by the Participant while employed by the Company. This confidential information may include, but is not limited to, information regarding the Company’s business practices, trade secrets,
policies, customer lists, contracts, financial and market data, marketing reports, pricing, business opportunities and other information of a confidential nature. In consideration of the Benefits received by a Participant pursuant to this Policy,
Participant shall agree and covenant that he or she (i) shall not use to the Company’s detriment and (ii) shall not divulge, publicly or privately, any specified or other such confidential information regarding any aspect of the
Company’s business acquired during or as a result of his or her employment with the Company. Furthermore, to the extent that disclosure of any such information is controlled by statute, regulation or other law, Participant shall agree that he
or she is bound by such laws and that this Policy does not operate as a waiver of any such non-disclosure requirement. In the event of any breach of confidentiality, the Company shall be entitled to injunctive relief, in addition to all other rights
it may have at law or in equity. 

  

	15.	Governing Law. Except to the extent preempted by ERISA, the terms of the Policy shall be governed by and construed and enforced in accordance with the laws of the
Commonwealth of Kentucky including all matters of construction, validity and performance. 

  

	16.	Claims Procedure. Generally, benefits will be paid under the Policy (also, referred to as the “Plan”) without the necessity of filing a claim. If you believe you
are being denied benefits under the Plan, you may file a written claim with the Vice President Human Resources. If a claim for a Plan benefits is denied in whole or in part, you will receive a written notice of the denial. This notice must be
provided to you within a reasonable period of time, but not later than 90 days after receipt of the claim by the Vice President Human Resources, unless the Vice President Human Resources determines that special circumstances require an extension of
time for processing your claim. If the Vice President Human Resources determines that an extension is necessary, notice of the extension will be furnished to you prior to the termination of the initial 90-day period. In no event will such extension
exceed a period of90 days from the end of the initial 90-day period. The extension notice will indicate the special circumstances requiring an extension of time and when you can expect the benefit determination. 

 The Vice President Human Resources’ notice of denial of your claim will contain the following information: (a) The specific reason or reasons
for the adverse determination; (b) references to specific Plan provisions on which the determination is based; (c) a description of any additional material or information necessary for you to perfect the claim and an explanation of why such
material or information is necessary; and (d)

  

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appropriate information as to the steps to be taken if you want to submit your claim for review, including a statement of your right to bring a civil action
under ERISA following an adverse benefit determination on review. 
 If a claim is denied, you may appeal the adverse determination by filing
a written request for a review of the claim with the Compensation Committee of the Board of Directors. The request for review must be made within 60 days of the date you receive the denial (or, if no written denial is received, within 60 days of the
date when the denial was due). Send your written request for review to the Committee. 
 You may submit written comments, documents, records,
and other information relating to your claim for benefits. You will be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to your claim for benefits. The review will
take into account all comments, documents, records, and other information submitted by you relating to your claim, without regard to whether such information was submitted or considered in the initial benefit determination. 
 The Committee will provide you with a written notice of its decision on review within 60 days after the Committee’s receipt of your written claim for
review, unless the Committee determines that special circumstances require an extension of time for processing your claim. If the Committee determines that an extension of time is required, written notice of the extension will be furnished to you
prior to the end of the initial 60-day period. The extension notice will indicate the special circumstances requiring an extension of the time and the date by which the Committee expects to render its determination on review. The extension will not
exceed a period of 60 days from the end of the initial 60-day period. 
 In the case of an adverse benefit determination on review, the notice
will set forth: (a) The specific reason or reasons for the adverse determination; (b) references to the specific Plan provisions on which the determination is based; and (c) a statement that you are entitled to receive, upon request
and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to your claim for benefits. 
 By participating in the Plan, you agree that (a) the Plan will not pay any benefit for a claim filed more than one year from the date you terminate employment, and (b) no legal or equitable action may be filed against the Plan or
any Plan fiduciary more than 90 days after exhaustion of the your rights under the above claims procedure. You must exhaust all levels of the appeal procedure before you can bring an action at law or equity. The power and authority of the Chief
Executive Officer and the Committee shall be discretionary with respect to all matters arising before each of them under this claims procedure. 
  

	17.	 Your Rights Under ERISA. As a Participant in the Plan, you are entitled to certain rights and protections under the Employee Retirement Income Security Act
of 1974 (ERISA). ERISA provides that all plan participants are entitled to: examine, without charge, at the office of the Vice President Human Resources and at other specified locations (such as 



  

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worksites), all documents governing the Plan, including insurance contracts, if any; and obtain copies of documents governing the operation of the Plan,
including insurance contracts, if any, and updated summary plan description upon written request to the Vice President Human Resources. The Vice President Human Resources may make a reasonable charge for the copies; and 



In addition to creating rights for plan participants, ERISA imposes duties upon the people who are responsible for the operation of the Plan. The
people who operate the Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in the interest of you and other plan participants and beneficiaries. No one, including your employer or any other person, may fire you or
otherwise discriminate against you in any way to prevent you from obtaining a benefit .of exercising your rights under ERISA. 
 If your claim
for a pension or welfare benefit is denied in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge and to appeal the denial, all under certain time schedules. Under
ERISA, there are steps you can take to enforce these rights. For instance, if you request materials from the plan and do not receive them within 30 days, you may file suit in a federal court. In such a case, the court may require the plan
administrator to provide the materials and pay you up to $110 a day until you receive them, unless the materials were not sent because of reasons beyond the control of the plan administrator. If you have a claim for benefits which is denied or
ignored, in whole or in part, you may file suit in a state or federal court. In addition, if you disagree with the Plan’s decision, or lack thereof, concerning the qualified status of a domestic relations order, you may file suit in federal
court. If it should happen that plan fiduciaries misuse the plan’s money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a federal court. The
court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. However, if you lose, the court may order you to pay the costs and fees; for example, if it
finds your claim is frivolous. 
 If you have any questions about the Plan, you should call or write the plan administrator. If you have any
questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of
Labor listed in your telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certain
publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration. 
  

	18.	 Plan Information. This is a welfare benefit plan and this document serves as the Plan’s official plan document and as the summary plan description. The
Company is the plan administrator for ERISA reporting and disclosure purposes. The Company’s address is 700 Central Avenue, Louisville, Kentucky 40208, and service of process may be made on 



  

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the Company at this address. The Company’s employer identification number is 35-1930820, and the telephone number is 502-636-4400.



 IN WITNESS WHEREOF, the Company has caused this Policy, as amended effective
November 12, 2008, to be executed in its name by its duly authorized officer as of the 14th day of November, 2008. 
  

			
	CHURCHILL DOWNS INCORPORATED
		
	By	 	 /s/ Charles G. Kenyon

	Title:	 	 VP Human Resources



  

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 Exhibit A 
 Churchill Downs Incorporated 
 CEO (Evans) 
 Corporate Executive Vice President & Chief Development Officer (Carstanjen) 
 Corporate Executive Vice
President & Chief Financial Officer (Mudd) 
 Corporate Executive Vice President Racing Operations (Sexton) 
 Senior Vice President, Legal & Secretary (Reed) 
 Senior Vice
President, Racing Operations (Richardson) 
 Vice President, “Branding” (Tompkins) 
 Vice President, Finance & Treasurer (Anderson) 
 Vice President, National Public Affairs (Flanery) 
 Vice President, Development (Aronson) 
 Vice President, Development (Gay)

 Vice President, Analytics (Jenkins) 
 Vice President, Human
Resources (Kenyon) 
 Vice President, IT (Murr) 
 Vice President,
Operations (Nicholson) 
 Vice President, Marketing (Koenig-Loignon) 
 VP Procurement (Castek) 
 Controller (Milliner) 
 VP/
Corporate Counsel (Blackwell) 
 Asst. General Counsel (Bailey) 
 BRIS 
 Vice President, General Manager (Broadbent) 
 Internet Technology (Antoniadis) 
 Sr. Technology Manager (Corbett) 
 TwinSpires 
 Executive Vice President & Chief Technology Officer (Niven) 
 Vice President, Product Engineering (Thukral) 
 Vice President, Sr. Business
Analyst (Cody) 
 Vice President, Marketing (Clemons) 
 Sr.
Engineer (Kudva) 
 Director Operations (Shah) 
 TrackNet 
 Vice President, TrackNet Media (Troutman) 
 Controller (O’Daniel) 
 VP Compliance ( J.Jezoriski) 







 Arlington Park Race Course 
 President (Arnold) 
 Vice President, Racing (Greely) 
 Vice President, Communications (Stabler) 
 Vice President, Marketing (Kiehn) 
 Vice President, Legislative Affairs (Stumpf) 
 Vice President, Administration
(Thayer) 
 Vice President, Facilities& Operations (Petrillo) 
 Sr. Director OTB Operations (Carmichael) 
 Controller (Peters) 
 Sr. Director Track Surface (Barajas) 
 Calder Race Course 
 President (Dunn) 
 Vice President, General Manager & Finance (Abes) 
 Vice President, Marketing (Cronin) 
 Track Surfaces (Cross) 
 Racing Secretary (Anifantis) 
 Churchill Downs Race Track

 President (N/A) 
 Vice President, General Manager (Gates)

 Vice President, Marketing Sales & Asst. GM (Schneider) 
 Vice President, Operations (Sweazy) 
 Vice President, Track Superintendent (Lehr) 
 Vice President, Racing Communications (Asher) 
 Controller (Graff) 
 Sr. Director Marketing (Alexander) 
 Racing Secretary (Huffman) 
 Fair Grounds 
 President (Soth) 
 Vice President, General Manager Slots & OTB’s (Miller) 
 Vice
President, Finance (Bienvenu) 
 Asst. General Manager (Fenasci)) 
 Video Poker Operations (Hepting) 
 Sr. Director Marketing (Conner) 
  


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