CHURCHILL DOWNS INCORPORATED  POLICY ON RECOUPMENT OF INCENTIVE COMPENSATION    Introduction     The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the  “Board”) of Churchill Downs Incorporated (the “Company”) has adopted this Policy on  Recoupment of Incentive Compensation (this “Policy”), which provides for the recoupment of  compensation in certain circumstances in the event of a restatement of financial results by the  Company.  This Policy shall be interpreted to comply with the requirements of U.S. Securities  and Exchange Commission (“SEC”) rules and Nasdaq Stock Market (“Nasdaq”) listing standards  implementing Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act  of 2010 (the “Dodd-Frank Act”) and, to the extent this Policy is in any manner deemed  inconsistent with such rules, this Policy shall be treated as retroactively amended to be compliant  with such rules.    Administration    This Policy shall be administered by the Compensation Committee.  Any determinations made  by the Compensation Committee shall be final and binding on all affected individuals.  The  Compensation Committee is authorized to interpret and construe this Policy and to make all  determinations necessary, appropriate or advisable for the administration of this Policy, in all  cases consistent with the Dodd-Frank Act.  The Board or Compensation Committee may amend  this Policy from time to time in its discretion.    Covered Executives  This Policy applies to any current or former “executive officer,” within the meaning of Rule  10D-1 under the Securities Exchange Act of 1934, as amended, of the Company or a subsidiary  of the Company (each such individual, an “Executive”).  This Policy shall be binding and  enforceable against all Executives and their beneficiaries, executors, administrators, and other  legal representatives.    Recoupment Upon Financial Restatement    If the Company is required to prepare an accounting restatement due to the material  noncompliance of the Company with any financial reporting requirement under the securities  laws, including any required accounting restatement to correct an error in previously issued  financial statements that is material to the previously issued financial statements, or that would  result in a material misstatement if the error were corrected in the current period or left  uncorrected in the current period (a “Financial Restatement”), the Compensation Committee  shall cause the Company to recoup from each Executive, as promptly as reasonably possible, any  erroneously awarded Incentive-Based Compensation, as defined below.
 2    No-Fault Recovery    Recoupment under this Policy shall be required regardless of whether the Executive or any other  person was at fault or responsible for accounting errors that contributed to the need for the  Financial Restatement or engaged in any misconduct.      Compensation Subject to Recovery; Enforcement    This Policy applies to all compensation granted, earned or vested based wholly or in part upon  the attainment of any financial reporting measure determined and presented in accordance with  the accounting principles used in preparing the Company’s financial statements, and any  measure that is derived wholly or in part from such measures, whether or not presented within  the Company’s financial statements or included in a filing with the SEC, including stock price  and total shareholder return (“TSR”), including but not limited to performance-based cash, stock,  options or other equity-based awards paid or granted to the Executive (“Incentive-Based  Compensation”).  Compensation that is granted, vests or is earned based solely upon the  occurrence of non-financial events, such as base salary, restricted stock or options with time- based vesting, or a bonus awarded solely at the discretion of the Board or Compensation  Committee and not based on the attainment of any financial measure, is not subject to this  Policy.     In the event of a Financial Restatement, the amount to be recovered will be the excess of (i) the  Incentive-Based Compensation received by the Executive during the Recovery Period (as  defined below) based on the erroneous data and calculated without regard to any taxes paid or  withheld, over (ii) the Incentive-Based Compensation that would have been received by the  Executive had it been calculated based on the restated financial information, as determined by  the Compensation Committee.  For purposes of this Policy, “Recovery Period” means the three  completed fiscal years immediately preceding the date on which the Company is required to  prepare the Financial Restatement, as determined in accordance with the last sentence of this  paragraph, or any transition period that results from a change in the Company’s fiscal year (as set  forth in Section 5608(b)(1)(i)(D) of the Nasdaq Listing Rules).  The date on which the Company  is required to prepare a Financial Restatement is the earlier to occur of (A) the date the Board or  a Board committee (or authorized officers of the Company if Board action is not required)  concludes, or reasonably should have concluded, that the Company is required to prepare a  Financial Restatement or (B) the date a court, regulator, or other legally authorized body directs  the Company to prepare a Financial Restatement.  For Incentive-Based Compensation based on stock price or TSR, where the amount of  erroneously awarded compensation is not subject to mathematical recalculation directly from the  information in the Financial Restatement, then the Compensation Committee shall determine the  amount to be recovered based on a reasonable estimate of the effect of the Financial Restatement  on the stock price or TSR upon which the Incentive-Based Compensation was received and the  Company shall document the determination of that estimate and provide it to Nasdaq.    Incentive-Based Compensation is considered to have been received by an Executive in the fiscal  year during which the applicable financial reporting measure was attained or purportedly
 3    attained, even if the payment or grant of such Incentive-Based Compensation occurs after the  end of that period.            The Company may use any legal or equitable remedies that are available to the Company to  recoup any erroneously awarded Incentive-Based Compensation, including but not limited to by  collecting from the Executive cash payments or shares of Company common stock from or by  forfeiting any amounts that the Company owes to the Executive.        Executives shall be solely responsible for any tax consequences to them that result from the  recoupment or recovery of any amount pursuant to this Policy, and the Company shall have no  obligation to administer the Policy in a manner that avoids or minimizes any such tax  consequences.    No Indemnification    The Company shall not indemnify any Executive or pay or reimburse the premium for any  insurance policy to cover any losses incurred by such Executive under this Policy or any claims  relating to the Company’s enforcement of rights under this Policy.    Exceptions    The compensation recouped under this Policy shall not include Incentive-Based Compensation  received by an Executive (i) prior to beginning service as an Executive or (ii) if he or she did not  serve as an Executive at any time during the performance period applicable to the Incentive- Based Compensation in question. The Compensation Committee (or a majority of independent  directors serving on the Board) may determine not to seek recovery from an Executive in whole  or part to the extent it determines in its sole discretion that such recovery would be impracticable  because (A) the direct expense paid to a third party to assist in enforcing recovery would exceed  the recoverable amount (after having made a reasonable attempt to recover the erroneously  awarded Incentive-Based Compensation and providing corresponding documentation of such  attempt to Nasdaq), (B) recovery would violate the home country law that was adopted prior to  November 28, 2022, as determined by an opinion of counsel licensed in the applicable  jurisdiction that is acceptable to and provided to Nasdaq, or (C) recovery would likely cause the  Company’s 401(k) plan or any other tax-qualified retirement plan to fail to meet the  requirements of Section 401(a)(13) or Section 411(a) of the Internal Revenue Code of 1986, as  amended, and the regulations thereunder.    Other Remedies Not Precluded    The exercise by the Compensation Committee of any rights pursuant to this Policy shall be  without prejudice to any other rights or remedies that the Company, the Board or the  Compensation Committee may have with respect to any Executive subject to this Policy, whether  arising under applicable law (including pursuant to Section 304 of the Sarbanes-Oxley Act of  2002), regulation or pursuant to the terms of any other policy of the Company, employment  agreement, equity award, cash incentive award or other agreement applicable to an Executive.
 4    Notwithstanding the foregoing, there shall be no duplication of recovery of the same Incentive- Based Compensation under this Policy and any other such rights or remedies.    Acknowledgment    To the extent required by the Compensation Committee, each Executive may be required to  return to the Company a written acknowledgement of this this Policy. For the avoidance of  doubt, each Executive shall be fully bound by, and must comply with, the Policy, whether or not  such Executive has executed and returned any such written acknowledgment to the Company.    Effective Date and Applicability    This Policy has been adopted by the Compensation Committee on November 28, 2023  supersedes all prior policies of the Company related to the recoupment of incentive  compensation and shall apply to any Incentive-Based Compensation that is received by an  Executive on or after October 2, 2023.