Document

CHURCHILL DOWNS INCORPORATED (hereinafter referred to as the “Employer”) hereby adopts this Churchill Downs Incorporated Restricted Stock Unit Deferral Plan (hereinafter referred to as the “Plan”) for the exclusive benefit of certain key executives who become participants and their beneficiaries as set forth in this document, as follows:

1.7“Participant” means an individual employee who is a management or highly compensated employee of the Employer who is selected by the Plan Administrator to participate in the Plan and who enters into a separate Plan Participation Agreement by and between the individual Participant and the Employer.

2.1Establishment of Account. A ledger account shall be established and maintained in the name of each Participant which shall be credited with all Restricted Stock Units (and any dividend equivalents that may be credited to a Participant’s Account pursuant to Section 2.3 of the Plan) allocated to each Participant as set forth herein.

2.2Restricted Stock Unit Deferrals. In accordance with rules established by the Plan Administrator, a Participant may elect to defer settlement of Restricted Stock Units (“RSUs”) granted to the Participant under the Churchill Downs Incorporated 2016 Omnibus Stock Incentive Plan (the “Omnibus Plan”) that are due to be earned and that would otherwise be settled with respect to a given Plan Year pursuant to the terms of the Restricted Stock Unit Agreement by and between the Participant and the Employer. RSUs are deferred hereunder only upon the vesting of such RSUs under the Omnibus Plan and, once deferred, the RSUs will be considered a Participant’s “RSU Deferrals.” A Participant is required to make an affirmative election for each Plan Year in which the Participant is to be granted RSUs with respect to the Participant’s RSU Deferrals. A Participant shall make such an election with respect to a coming twelve (12) month Plan Year during the period beginning on the November 1 and ending on the December 31 of the prior Plan Year or during such other period established by the Plan Administrator, provided that any such other period shall end no later than December 31 of the Plan Year preceding the Plan Year for which such election is to apply.

2.3Rights with Respect to RSUs Deferred under the Plan and Dividend Equivalents. A Participant shall at all times be vested in RSUs deferred hereunder. Notwithstanding such vested interest, during the applicable deferral period, any rights with respect to RSUs deferred hereunder may not be sold, assigned, transferred, exchanged, pledged, hypothecated or otherwise encumbered or disposed of and the Participant shall not have any rights of a stockholder, including, no right to vote the RSUs deferred, receive dividends thereon (provided, dividend equivalents shall accrue on the RSUs, shall be credited to the Account, and be paid in cash at the same time as the RSUs deferred hereunder are settled to the Participant), or purchase any securities pursuant to that certain Rights Agreement dated as of March 19, 2008, between the Employer and National City Bank, as amended, and as the same may be amended, modified or supplemented from time to time.

3.1Timing and Form of Payment. Upon the earlier of (a) a Participant’s Separation from Service or (b) the Participant’s Designated Distribution Date, as set forth in the Participant’s Plan Participation Agreement, the Participant’s Account shall be settled to the Participant in the form and manner set forth in the Participant’s Plan Participation Agreement; provided, in the event of the Participant’s death prior to receiving payment, the Participant’s Account shall be settled to the Participant’s Beneficiary within thirty (30) days following the Participant’s death.

3.2Change of Time and/or Form of Payment. Notwithstanding the provisions of Section 3.1, a Participant may subsequently amend the form of settlement or the intended date of settlement to a date later than the Designated Distribution Date set forth in the Participant’s Plan Participation Agreement (but in no event later than the Participant’s Separation from Service) by filing such amendment with the Plan Administrator no later than twelve (12) months prior to the current Designated Distribution Date. The Participant may file this amendment, provided that such amendment must provide for a settlement under this paragraph at a date no earlier than five (5) years after the Designated Distribution Date in force immediately prior to the filing of such request, and the amendment may not take effect for twelve (12) months after the request is made.

4.1Trust. The Employer’s obligation under this Plan shall be an unfunded and unsecured promise to pay. However, the Employer may fund the financial obligations under this Plan by the Employer establishing a rabbi trust to provide for the accumulation of funds to satisfy its financial liabilities with respect to this Plan.

4.2Nature of Participant's Rights and Interest. Any assets which the Employer may choose to acquire to help cover its financial liabilities are and will remain general assets of the Employer subject to the claims of its general creditors. The Employer does not give, and this Plan does not give, any beneficial ownership interest in any assets of the Employer to any Participant or any Participant’s Beneficiary. All rights of ownership in any assets are and remain in the Employer, and the rights of any Participant, any Beneficiary, or any person claiming through any Participant shall be solely those of an unsecured general creditor of the Employer.

5.2Delegation of Authority by the Employer. Any authority delegated to the Employer or Board under this Plan, including the power to amend this Plan, may be exercised by any duly authorized officer, employee, agent, or committee to the extent so authorized, other than a Participant or a family member of a Participant.

(a)The Plan Administrator shall determine a Participant's or Beneficiary's rights to benefits under the Plan. In the event of a dispute over benefits, a Participant or Beneficiary may file a written claim for benefits with the Plan Administrator, provided that such claim is filed within 60 days of the date the Participant or Beneficiary receives notification of the Plan Administrator’s determination.

The notice of denial shall be given within 60 days after the claim is filed, unless special circumstances require an extension of time for processing the claim. If such extension is required, written notice shall be furnished to the claimant within 60 days of the date the claim was filed stating the special circumstances requiring an extension of time and the date by which a decision on the claim can be expected, which shall be no more than 120 days from the date the claim was filed.

(d)Upon receipt of a request for review, the Plan Administrator shall, within a reasonable time period, but not later than 60 days after receiving the request, provide written notification of the Board’s decision to the claimant stating the specific reasons and referencing specific Plan provisions on which its decision is based, unless special circumstances require an extension for processing the review. If such an extension is required, the Plan Administrator shall notify the claimant of such special circumstances and of the date, no later than 120 days after the original date the review was requested, on which the Plan Administrator will notify the claimant of the Board’s decision.

5.4Arbitration. Any controversy, dispute, or claim arising under or in connection with this Plan that cannot be mutually resolved by the parties hereto shall be settled exclusively by binding arbitration in Louisville, Kentucky, in accordance with the Rules of the American Arbitration Association or such other rules as the parties may agree upon.

5.6Board and Plan Administrator Procedures. With respect to any matters related to this Plan, the Board or Plan Administrator may act at a meeting or in writing without a meeting. The action of the majority of the Board or Plan Administrator expressed from time to time by a vote at a meeting or in writing without a meeting shall constitute the proper action of the Board or Plan Administrator.

5.7Facility of Payment. Whenever, in the Plan Administrator’s opinion, the person entitled to receive any payment of a benefit hereunder, or an installment thereof, is under a legal disability or is incapacitated in any way so as to be unable to manage his or her financial affairs, the Plan Administrator may apply the payment for the benefit of such person by the payment thereof to such person or persons and in such manner as the Plan Administrator deems advisable. A payment of a benefit, or installment thereof, in accordance with the provisions of this Section 5.7 shall be a complete discharge of any liability for the making of such payment under the provisions of the Plan.

5.8Indemnification of the Plan Administrator. With respect to any matters related to this Plan, the Plan Administrator and the individual members thereof shall be indemnified by the Employer against any liability, cost or expense, including attorney fees and amounts paid in settlement of any claim, arising out of any act or omission to act, except in the case of willful misconduct by the Plan Administrator or its individual members as the case may be.

6.1Amendments. The Employer may from time to time amend, modify or terminate, in whole or in part, the Plan, provided that no such amendment, modification or termination shall adversely affect the existing or future rights or interests of a Participant under this Plan with respect to any claim for benefits theretofore accrued by a Participant without the Participant’s written consent. Any such action shall be adopted by formal action of the Board and executed by an officer authorized to act on behalf of the Employer.

Notwithstanding the above to the contrary, no amendment, modification or termination of the Plan shall occur unless such amendment, modification or termination complies with the provisions of Section 409A of the Code and Treasury regulations and other IRS guidance promulgated thereunder.

6.3Merger Consolidation. The Employer shall not consolidate into or with another corporation or entity, or transfer all or substantially all of its assets to another corporation, trust or other entity (a “Successor Entity”) unless such Successor Entity shall assume the rights, obligations, and liabilities of the Employer under the Plan and upon such assumption, the Successor Entity shall become obligated to perform the terms and conditions of the Plan.

6.4Waiver. No term or condition of this Plan shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Plan, except by written instrument of the party charged with such waiver, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.

6.5Withholding; Payroll Taxes. To the extent required by law in effect at the time of any payment or accrual of benefits pursuant to the terms of this Plan, the Employer shall withhold from payments made hereunder (or other compensation payable to a Participant) the taxes required to be withheld by the federal or any state or local government. Additionally, and notwithstanding the provisions of Article III with respect to the timing of distribution of benefits under the Plan, or Section 6.7, the Employer shall direct the trustee of the rabbi trust established to fund the Employer’s financial obligations hereunder to distribute from the Participant’s Account under the rabbi trust such amount as is sufficient to pay any Federal Insurance Contributions Act (FICA) taxes imposed pursuant to Sections 3101, 3121(a) and 3121(v)(2) of the Code, where applicable, on compensation deferred under the Plan, or to pay any Self-Employment Contributions Act (SECA) taxes imposed under Section 1401 et seq. of the Code, where applicable, on compensation deferred under the Plan, or to pay taxes imposed as a result of Section 409A of the Code and the regulations thereunder, as such amounts become due and owing. However, the total amounts distributed shall not exceed the taxes due and owing.

6.6Severability; Reformation. In case any one or more of the provisions or part of a provision contained in this Plan shall for any reason be held to be invalid, illegal or unenforceable in any respect in any jurisdiction, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of this Plan in any other jurisdiction or any other provision or part of a provision of this Plan, but this Plan shall be reformed and construed in such jurisdiction as if such invalid or illegal or unenforceable provision or part of such a provision had never been contained herein, and such provision or part thereof shall be reformed so that it will be valid, legal and enforceable in such jurisdiction to the maximum extent possible.

6.7Payment of Expenses/Taxes. The Employer shall pay all expenses of administering the Plan from the general assets of the Employer and not from the assets of any Trust that may be established hereunder. Such expenses shall include any expenses incident to the administration of the Plan, including, but not limited to, fees resulting from legal, accounting, tax, investment or trust services that are incurred initially or at any time during the life of this Plan or the life of the Trust. Any Employer-level income taxes that become due and payable on Trust earnings shall be paid by the Trust if such trust is utilized. Any Participant-level income taxes that become due and payable under the Plan or Trust shall be paid by the Participant, except that nothing herein shall prevent distributions from the Plan from being used to pay taxes pursuant to Section 6.5.

6.8Nonalienation. Except insofar as applicable law may otherwise require and with respect to the designation of a Beneficiary upon death, (i) no amount payable to or in respect of a Participant at any time shall be subject in any manner to alienation by the Participant or Beneficiary by anticipation, sale, transfer, assignment, bankruptcy, pledge, attachment, charge, or encumbrance of any kind, any attempt to so alienate, sell, transfer, assign, pledge, attach, charge, or otherwise encumber any such amount, whether presently or thereafter payable, shall be void; and (ii) the Employer shall in no manner be liable for or subject to the debts, liabilities, contracts, engagements, or torts of any Participant or any Beneficiary.

6.9Employment Relationship. Nothing contained in this Plan shall be deemed to give any Participant the right to be retained in the service of the Employer, or to interfere with the right of the Employer to discharge the Participant at any time regardless of the effect which such discharge shall have upon the Participant under this Plan.

6.10Participation in Other Employee Benefit Plans. Nothing contained in this Plan shall in any manner modify, impair, or affect the existing or future rights or interests of a Participant (i) to receive any employee benefits to which the Participant would otherwise be entitled, (ii) to receive any severance pay benefits to which the Participant would otherwise be entitled, or (iii) to participate in any present or future “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) of the Employer. Any deferred compensation payable under this Plan shall not be deemed salary or other compensation to the Participant for the purpose of computing benefits to which he or she may be entitled under any “employee benefit plan” of the Employer.

6.11Confidentiality. Each Participant agrees that the terms and conditions of this Plan shall be confidential and shall not be disclosed by the Participant to any other person (other than the Participant's immediate family members and legal, accounting, and financial planning advisors) without the prior written consent of the Board.

6.12Construction of Plan. This Plan shall be construed and enforced according to the laws of the Commonwealth of Kentucky and, to the extent applicable, federal law. The headings and subheadings of this Plan have been inserted for convenience of reference and are to be ignored in any construction of the provisions hereof. The invalidity or unenforceability of a particular provision of this Plan shall not affect the other provisions hereof, and the Plan shall be construed in all respects as if such invalid or unenforceable provisions were omitted.

6.13409A Compliance. Notwithstanding any Plan provisions herein to the contrary, the Plan shall be interpreted, construed and administered in such a manner so as to comply with the provisions of Section 409A (including its exemptive provisions) of the Code and Treasury regulations and any other related Internal Revenue Service guidance promulgated thereunder.