Exhibit 10.1




CHURCHILL DOWNS
INCORPORATED 
RESTRICTED STOCK
AGREEMENT



        THIS
RESTRICTED STOCK AGREEMENT (the “Agreement”) is made and entered into as of the
____ day of _____________, 2004 by and between _________________________ (the
“Participant”), who resides at  , and Churchill Downs Incorporated (the
“Company”), a Kentucky corporation with its principal place of business at 700
Central Avenue, Louisville, Kentucky 40208, pursuant to the provisions of the Churchill
Downs Incorporated 2004 Restricted Stock Plan (the “Plan”). 


WITNESSETH:



        WHEREAS,
the Board of Directors of the Company at its meeting on November 18, 2004, ratified the
action of the Compensation Committee (the “Committee”) of the Board of Directors
authorizing and directing the Company to make an award of stock to the Participant under
the Plan for the purposes expressed in the Plan; and 


        WHEREAS,
the parties desire to enter into this Agreement to set forth the terms and conditions of
such award.


        NOW, THEREFORE,
in consideration of the foregoing and the mutual undertakings
herein contained, and for other good and valuable consideration, the
mutuality, receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:



       1.     Grant of Stock. In accordance with the terms of the Plan and subject to
the further terms, conditions and restrictions contained in this Agreement, the Company
hereby grants to the Participant ____ shares (the “Shares”) of the
Company’s common stock, no par value per share (the “Common Stock”), in
consideration for services to be performed by the Participant as an employee of the
Company and its subsidiaries. As long as the Shares are subject to the Restrictions set
forth in Section 4 of this Agreement, such shares shall be deemed to be, and are referred
to in this Agreement as, the “Restricted Shares.


      2.     
                    Certificates for Shares; Proxies. Certificates evidencing Restricted
                    Shares shall be deposited with the Company or its designee to be held in escrow
                    until such Shares are released to the Participant or forfeited in accordance
                    with this Agreement. The Participant shall, simultaneously with the execution
                    and delivery of this Agreement, execute and deliver to the Company (i) a stock
                    power in blank with respect to the Restricted Shares, and (ii) an irrevocable
                    proxy with respect to the Restricted Shares, appointing the Company as the
                    Participant’s proxy until the lapse of the Restrictions in accordance with
                    Section 6 herein, in form and substance satisfactory to the Company. If any
                    Restricted Shares are forfeited, the Company shall direct the transfer agent of
                    the Common Stock to make the appropriate entries in its records showing the
                    cancellation of the certificate or certificates for such Restricted Shares. 


      3.     Adjustments in Restricted Shares.
                      In the event of any change in the
                    outstanding Common Stock by reason of a stock dividend or distribution,
                    recapitalization, merger, consolidation, split-up, combination, exchange of
                    shares or the like, the Committee shall make equitable adjustments in the
                    Restricted Shares corresponding to adjustments made by the Committee in the
                    number and class of shares of Common Stock that may be issued under the Plan.
                    Any new, additional or different securities to which the Participant shall be
                    entitled in respect of Restricted Shares by reason of such adjustment shall be
                    deemed to be Restricted Shares and shall be subject to the same terms,
                    conditions and restrictions as the Restricted Shares so adjusted. 


	 
	 
	
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       4.    
                                        Restrictions. During applicable periods of restriction determined in
                    accordance with Section 6 of this Agreement, Restricted Shares, and all rights
                    with respect to such Shares, may not be sold, assigned, transferred, exchanged,
                    pledged, hypothecated or otherwise encumbered or disposed of and shall be
                    subject to the risk of forfeiture contained in Section 5 of this Agreement (such
                    limitations on transferability and risk of forfeiture being herein referred to
                    as the “Restrictions”), but the Participant shall have all other
                    rights of a stockholder; provided, however, that, until such time
                    as the Restrictions lapse, the Participant shall not have the right to vote the
                    Restricted Shares; receive dividends thereon (which dividends shall be
                    irrevocably retained by the Company); or purchase any securities pursuant to
                    that certain Rights Agreement dated as of March 19, 1998, between the Company
                    and The Fifth Third Bank (as successor Rights Agent to Bank of Louisville), as
                    amended, and as the same may be amended, modified or supplemented from time to
                    time, or any similar agreement, document or instrument.


       5.    
                    Forfeiture of Restricted Shares. In the event that the Participant
                    terminates employment with the Company and its subsidiaries for any
                    reason other than his or her death, retirement at or after age 60 or total and
                    permanent disability, such event shall constitute an “Event of
                    Forfeiture” and all Shares which at that time are Restricted Shares shall
                    thereupon be forfeited by the Participant to the Company without payment of any
                    consideration by the Company, and neither the Participant nor any heir, personal
                    representative, successor or assign of the Participant shall have any right,
                    title or interest in or to such Restricted Shares or the certificates evidencing
                    the same.


       6.    
                    Lapse of Restrictions

 



	(a)	
                    Except as otherwise provided in subsection (b) below, the Restrictions on the
                    Restricted Shares shall lapse on the fifth (5th) anniversary of the
                    effective date of this Agreement.

 
	(b) 	
                    In the event that the Participant’s employment with the Company and its
                    subsidiaries terminates as a result of his or her death, retirement at or after
                    age 60 or total and permanent disability, then the Restrictions on the
                    Restricted Shares shall lapse on the later of (i) the date of such event, or
                    (ii) six months after the date of this Agreement. In the event that the Company
                    experiences a Change in Control (as defined below) or the Committee in its sole
                    discretion elects to accelerate the lapse of the Restrictions as of a specified
                    date, then the Restrictions on the Restricted Shares shall lapse as of the date
                    of such event in the case of a Change in Control or such specified date in the
                    case of an acceleration of the lapse of the Restrictions.

 
	(c) 	
                    Upon the lapse of the Restrictions in accordance with this Section, the Company
                    shall, as soon as practicable thereafter, deliver to the Participant a
                    certificate without any restrictive endorsement for the Shares that are no
                    longer subject to such Restrictions. 



	 
	 
	
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               	(d)	
                    For purposes of this Agreement, a “Change of Control” shall mean the
                    first to occur of the following events: 


	 	(i) 	
                    the acquisition by any individual, entity or group (within the meaning of
                    Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended
                    (the “Exchange Act”)) (a “Person”) of beneficial ownership
                    (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or
                    more of either the then-outstanding voting securities of the Company (the
                    “Outstanding Company Common Stock”) or the combined voting power of
                    the then-outstanding voting securities of the Company entitled to vote generally
                    in the election of directors (the “Outstanding Company Voting
                    Securities”);

 
	 	(ii) 	
                    individuals who, as of the date of adoption of the Plan, constitute the Board of
                    Directors of the Company (the “Incumbent Board”) cease for any reason
                    to constitute at least a majority of the Board of Directors; provided, however,
                    that any individual becoming a director subsequent to the date of adoption of
                    the Plan whose election, or nomination for election by the Company’s
                    shareholders, was approved by a vote of at least a majority of the directors
                    then comprising the Incumbent Board shall be considered as though such
                    individual were a member of the Incumbent Board, but excluding, for this
                    purpose, any such individual whose initial assumption of office occurs as a
                    result of an actual or threatened election contest with respect to the election
                    or removal of directors or other actual or threatened solicitation of proxies or
                    consents by or on behalf of a Person other than the Board of Directors; or 


	 	(iii) 	
                    consummation of a reorganization, merger or consolidation or sale or other
                    disposition of all or substantially all of the assets of the Company or the
                    acquisition of assets of another entity (a “Corporate Transaction”),
                    in each case, unless, immediately following such Corporate Transaction, (i) all
                    or substantially all of the individuals and entities who were the beneficial
                    owners, respectively, of the Outstanding Company Common Stock and Outstanding
                    Company Voting Securities immediately prior to such Corporate Transaction
                    beneficially own, directly or indirectly, more than 60% of, respectively, the
                    then-outstanding shares of Common Stock and the combined voting power of the
                    then-outstanding voting securities entitled to vote generally in the election of
                    directors, as the case may be, of the Company resulting from such Corporate
                    Transaction (including, without limitation, an entity which as a result of such
                    transaction owns the Company or all or substantially all of the Company’s
                    assets either directly or through one or more subsidiaries) in substantially the
                    same proportions as their ownership, immediately prior to such Corporate
                    Transaction, of the Outstanding Company Common Stock and Outstanding Company
                     




	 
	 
	
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Voting Securities, as the case may be, (ii) no Person (excluding any employee
                    benefit plan (or related trust) of the Company or such entity resulting from
                    such Corporate Transaction) beneficially owns, directly or indirectly, 20% or
                    more of, respectively, the then Outstanding Company Common Stock resulting from
                    such Corporate Transaction or the Outstanding Company Voting Securities
                    resulting from such Corporate Transaction, except to the extent that such
                    ownership existed prior to the Corporate Transaction, and (iii) at least a
                    majority of the members of the Board of Directors of the Company resulting from
                    the Corporate Transaction were members of the Incumbent Board at the time of the
                    execution of the initial plan or action of the Board of Directors providing for
                    such Corporate Transaction; or 


	 	(iv) 	
                    approval by the shareholders of the Company of a complete liquidation or
                    dissolution of the Company. 




                    



         
Notwithstanding
the foregoing, actions taken in compliance with that certain Stockholder’s Agreement
dated as of September 8, 2000, among the Company, Duchossois Industries, Inc. and
subsequent signatories thereto, as amended, modified or supplemented from time to time,
shall not be deemed a Change in Control. 



        In
addition and anything to the contrary contained herein notwithstanding, if the Company
enters into an agreement or series of agreements or the Board of Directors of the Company
adopts a resolution that results in the occurrence of any of the foregoing events, and the
employment of the Participant is terminated after the entering into of such agreement or
series of agreements or the adoption of such resolution, then, upon the termination of
such Participant’s employment, a Change of Control shall be deemed to have
retroactively occurred on the date of entering into of the earliest of such agreements or
the adoption of such resolution. 




       7.    
          Withholding Requirements. Whenever Restrictions lapse with respect to
          Restricted Shares, the Company shall have the right to (i) withhold from sums
          due to the Participant; (ii) require the Participant to remit to the Company; or
          (iii) retain Shares otherwise deliverable to the Participant; in an amount
          sufficient to satisfy any Federal, state or local withholding tax requirements
          prior to making such payments or delivering any such Shares to the Participant. 



           8.    
          Effect Upon Employment. Nothing contained in this Agreement shall confer
          upon the Participant the right to continue in the employment of the Company or
          its subsidiaries or affect any right that the Company or its subsidiaries may
          have to terminate the employment of the Participant. 



           9.    
          Amendment. This Agreement may not be amended, modified or supplemented
          except with the consent of the Committee and by a written instrument duly
          executed by the Participant and the Company. 



           10.    
          Binding Effect. This Agreement shall be binding upon and shall inure to
          the benefit of the parties hereto and their heirs, personal representatives,
          successors and assigns. Participant acknowledges receipt of a copy of the Plan,
          which is annexed hereto, represents that he or she is familiar with the terms
          and provisions thereof and accepts the award of Shares hereunder subject to all
          of the terms and conditions of the Plan and this Agreement. In the event there
          is a conflict between the provisions of the Plan and this Agreement, the
          provisions of the Plan shall govern and control. Participant hereby agrees to
          accept as binding, conclusive and final all decisions and interpretations of the
          Committee upon any questions arising under the Plan or this Agreement. 


	 
	 
	
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           11.    
          Notices. Notices shall be deemed delivered if delivered personally or if
          sent by registered or certified mail to the Company at its principal place of
          business, as set forth above, and to Participant at the address set forth above,
          or at such other address as either party may hereafter designate in writing to
          the other. 



           12.    
          Severability. The invalidity or unenforceability of any provision of the
          Agreement shall not affect the validity or enforceability of the remaining
          provisions of the Agreement, and such invalid or unenforceable provision shall
          be stricken to the extent necessary to preserve the validity and enforceability
          of the Agreement. 



           13.    
          Governing Law; Jurisdiction. This Agreement shall be governed by the laws
          of the Commonwealth of Kentucky. The Participant consents to the exclusive
          jurisdiction of the courts of the Commonwealth of Kentucky and of any federal
          court located in Jefferson County, Kentucky in connection with any action or
          proceeding arising out of or relating to this Agreement, any document or
          instrument delivered pursuant to or in connection with this Agreement, or any
          breach of this Agreement or any such document or instrument. 



           14.    
          Entire Agreement. This Agreement and the Plan contain the entire
          agreement between the parties hereto with respect to the subject matter hereof. 



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        IN
WITNESS WHEREOF, the Company and the Participant have executed and delivered this
Agreement as of the date first above written and which Agreement is effective as of
November 18, 2004. 



		CHURCHILL DOWNS INCORPORATED
		
By: __________________________________


Title:________________________________


PARTICIPANT:



By:___________________________________



	 
	 
	
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