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Long-term Incentive Plans (Notes) | 9 Months Ended
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Sep. 30, 2015
LTIP [Abstract] |
Long-term Incentive Plans | LONG-TERM INCENTIVE PLANS 2015 Awards On September 22, 2015, the Board of Directors approved the adoption of the Executive Long-Term Incentive Compensation Plan (the “ELTI Plan”), pursuant to which certain named executive officers (“NEOs”) and other key executives ("Grantees") may earn variable equity payouts based upon the Company achieving certain key performance metrics over a 30-month period ending December 31, 2017 and fixed equity payouts over service periods ending December 31, 2016 and December 31, 2017. The ELTI Plan was adopted pursuant to the 2007 Churchill Downs Incorporated Omnibus Stock Incentive Plan (the "New Company LTIP"), which was previously approved by the shareholders of the Company. As a way to continue to encourage innovation, an entrepreneurial approach, and careful risk assessment, and in order to retain key executives, the ELTI Plan and New Company LTIP offer long-term incentive compensation to the Company's NEOs and Grantees as further described in the Company's Schedule 14A Proxy Statement filed on March 23, 2015. On September 22, 2015, NEOs and Grantees received 22,142 restricted stock units ("RSU") vesting equally over two service periods ending December 31, 2016 and December 31, 2017 and 22,142 performance share units ("PSU") with vesting contingent on financial performance measures at the end of a 30-month performance period ending December 31, 2017. The performance criteria for the PSUs consists of the following financial measures during the performance period: (i) cumulative Adjusted EBITDA; (ii) cumulative free cash flow and (iii) the Company's relative total shareholder return ("TSR"). The Company's TSR will be ranked versus the companies in the Russell 2000 index and will be calculated based on the Company's relative placement against the Russell 2000 index. Measurement against these criteria will be determined against a payout curve which provides a maximum number of performance share units of 250% of the original award. The total compensation cost the Company will recognize under the PSUs will be based upon the results of the two financial measures. For the nine months ended September 30, 2015, the Company did not recognize compensation expense related to these awards. At September 30, 2015, unrecognized compensation expense attributable to unvested RSU and PSU awards was $3.0 million and $3.4 million, respectively and the weighted average period over which the Company expects to recognize the compensation expense approximates 21 months and 27 months, respectively. Executive Retirement On July 14, 2015, the Company's Executive Chairman of the Board of Directors and former Chief Executive Officer, Robert L. Evans, announced his retirement as Executive Chairman, effective September 30, 2015. In conjunction with Mr. Evans' retirement, the Company amended his previous Change in Control, Severance, and Indemnity Agreement and upon his retirement, Mr. Evans received 29,218 shares of restricted stock which were previously awarded. The Company recorded compensation expense of $1.3 million during the three months ended September 30, 2015 for the accelerated vesting of the restricted stock awards. 2013 and 2015 Awards During 2013, the Board of Directors approved the terms and conditions of performance share awards issued pursuant to the New Company LTIP which offers long-term incentive compensation to the Company's NEOs and Grantees. During the nine months ended September 30, 2015, NEOs, Grantees and certain Big Fish Games employees received approximately 129,700 restricted shares of the Company's common stock vesting over service periods ranging from seven months to three years. During 2013, the NEOs and Grantees received 92,000 restricted shares of the Company's common stock vesting over approximately four years and 324,000 restricted shares of the Company's common stock with vesting contingent upon the Company's common stock reaching certain closing prices on NASDAQ for 20 consecutive trading days. During the years ended December 31, 2014 and 2013, the Company's closing stock price achieved the twenty consecutive trading days closing stock price requirement for 239,500 restricted shares. During the nine months ended September 30, 2015, the Company's closing stock price achieved the stock price requirement for the final 84,500 restricted shares. During the three and nine months ended September 30, 2015, the Company recognized $3.0 million and $7.2 million, respectively, of compensation expense included in selling general and administrative expenses related to service period awards under the New Company LTIP, which includes compensation expense for the Big Fish Games employee grant. As of September 30, 2015, unrecognized compensation expense attributable to unvested service period awards was $8.8 million. The weighted average period over which the Company expects to recognize the remaining compensation expense under service period awards approximates 14 months at September 30, 2015. There is no remaining unrecognized expense under the market condition awards.

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