EXHIBIT 10 (bbb)
FIRST AMENDMENT
TO
EMPLOYMENT
AGREEMENT
This First Amendment to the
Employment Agreement, dated and effective as of December 30,
2008 (this “ Amendment ”), amends that certain
Employment Agreement, dated as of June 1, 2005 (the “
Original Agreement ”) by and between Churchill Downs
Incorporated, a Kentucky corporation (the “ Company
”), and William C. Carstanjen (“ Employee
”), subject to the approval of the Board (as defined below).
Capitalized terms used herein and not otherwise defined herein have
the respective meanings set forth in the Original
Agreement.
RECITALS
A. WHEREAS, Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”),
places certain restrictions, among other things, as to the timing
of distributions from nonqualified deferred compensation plans and
arrangements; and
B. WHEREAS, the Board of Directors
of the Company (the “Board”) desires to amend the
Original Agreement to comply with Section 409A of the
Code.
NOW, THEREFORE, in consideration of
the mutual promises set forth herein, the parties hereto hereby
agree as follows:
1. Section 2.B. of the Original
Agreement shall be amended by adding following to the end of the
fourth sentence:
“; provided the reimbursement
of such expense is made as soon as practicable following
Carstanjen’s timely submission to the Company of a request
for reimbursement and in no event shall such reimbursement be made
later than the end of Carstanjen’s taxable year following the
taxable year in which the expense is incurred”
2. The second sentence of
Section 5.A. of the Original Agreement shall be amended by
inserting the following clause between “following” and
“(the “Termination Benefits”)”:
“subject to Carstanjen’s
execution of a Company standard release agreement within the
minimum time period required under applicable federal and state
laws, or if no such period, ten business days following the date of
such termination and to the extent there has not been a revocation
of such release agreement within the time permitted under
applicable law”
3. The following provision shall be
added as a separate paragraph to Section 5.A. of the Original
Agreement immediately preceding the release paragraph:
“Subject to Section 14
and expiration of the applicable revocation period following the
signing of the release, Carstanjen shall be paid the
Termination
Benefits (other than the benefits
set forth in Section 5.A.vi) in a lump sum as soon as
practicable following the termination date, but in no event later
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