Exhibit 10.1


 


 


 


 





TOWN SPORTS INTERNATIONAL HOLDINGS,
INC.


2018 MANAGEMENT STOCK PURCHASE PLAN,
AS AMENDED AND RESTATED ON MARCH 13, 2018


The purpose of this Town Sports International
Holdings, Inc. 2018 Management Stock Purchase Plan, adopted on January 3, 2018 and amended and restated on March 13, 2018, is to
provide Eligible Employees of Town Sports International Holdings, Inc. (“TSI”) and its Subsidiaries an opportunity
to voluntarily purchase Stock of TSI (CLUB) in a convenient manner. The Board of Directors of TSI believes that stock ownership
benefits both the participants and TSI’s shareholders. The Plan is not intended to qualify as an “Employee Stock Purchase
Plan,” as set forth in section 423 of the Code.


 


ARTICLE I


DEFINITIONS


Section 1.01 “Administrator
designated by the Committee” means the administrator designated by the Compensation Committee (“Committee”)
of the Board of Directors of TSI to administer the Plan, as provided in Section 6.04 below.


Section 1.02 “Board
of Directors” means the Board of Directors of TSI.


Section 1.03 “Cash
Compensation” means a Participant’s gross base wages, commissions, bonuses, premium pay, shift differential
pay, excluding any remuneration delivered as equity compensation, as determined by the Administrator designated by the Committee
in its sole and absolute discretion.


Section 1.04 “Code” means
the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.


Section 1.05 “Designated Broker”
means a stock brokerage or other financial services firm designated by the Company to purchase the Stock on the open market, hold
the accounts (“Accounts”) for each Participant and/or otherwise assist in the administration of the Plan. Initially,
the Designated Broker shall be Computershare.


Section 1.06 “Effective
Date” shall mean the date on which the Plan is approved by the Committee.


Section 1.07 “Election
Date” means the first day of the month of each plan year or such other dates as the Administrator designated by
the Committee shall specify. The first Election Date for the Plan shall be February 1, 2018.



    	 



     


    




Section 1.08 “Eligible
Employee”


		(a)	Subject to Section 1.08(b) and Section 1.08(c) below, the term “Eligible Employee” includes any employee
with a corporate title of Director or above, of the Employer.



		(b)	Notwithstanding Section 1.08(a) above, the term “Eligible Employee” shall not include:



		(i)	an employee who is classified by the Administrator designated by the Committee, in its sole and absolute discretion, as a temporary
employee or leased employee,



		(ii)	with respect to any Purchase Period, an employee who terminates employment, dies or is determined to be disabled prior to the
applicable Purchase Date;



		(iii)	unless the Administrator designated by the Committee specifically designates otherwise as set forth in Section 1.22 below,
an employee who is employed by a non-U.S. subsidiary; or



		(c)	Notwithstanding anything herein to the contrary, if an employee’s status changes during the Purchase Period, but such
change in status is not otherwise discovered or brought to the attention of the Administrator designated by the Committee within
a reasonable period prior to any Purchase Date, the Administrator designated by the Committee, in its sole and absolute discretion,
may deem such individual to be an Eligible Employee despite the exclusions described in this Section 1.08.



Section 1.09 “Employer” means
TSI and each Subsidiary.


Section 1.10 “Market
Value” means (i) the consolidated closing bid price on the date immediately preceding the date on which the purchase
of the shares of Stock hereunder occurs if such purchase occurs prior to the close of trading or (ii) if such purchase occurs after
the close of trading, then the Market Value shall be the consolidated closing bid price for such day, each as reported on the NASDAQ
for the applicable date of reference.


Section 1.11 “Matching RSA”
means an award to be granted under the Town Sports International Holdings, Inc. 2006 Stock Incentive Plan, as amended (the “SIP”)
of that number of shares of Stock that equals the number of shares purchased pursuant to the MSPP and held until the end of the
applicable Voluntary Holding Period, as defined in Section 1.25. Shares held pursuant to a Matching RSA will be subject to the
terms and conditions of the SIP and the applicable award agreement that is required to be signed by the Participant and an authorized
officer of TSI (the current form of which is attached hereto as Annex A).


Section 1.12 “Maximum
Deduction Amount” means, unless otherwise adjusted by the Committee, expressed as a dollar amount or a percentage,


20% of Cash Compensation paid to, or on behalf of, a
Participant during a Purchase Period, and deducted on an after-tax basis.



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Section 1.13 “Participant” means
each Eligible Employee who:


		(a)	elects to participate in the Plan in accordance with Article II; and



		(b)	has not otherwise voluntarily elected to cease his or her participation in the Plan and has not otherwise requested and received
all funds held on account of the Participant in the Plan.



Section 1.14 “Plan” or
 “MSPP” means the Town Sports International Holdings, Inc. 2018 Management Stock Purchase Plan, as set forth herein
and as hereafter amended.


Section 1.15 “Plan
Year” means each year during which the Plan is in effect.


Section 1.16 “Purchase
Agreement” means the instrument prescribed by the Administrator designated by the Committee pursuant to which an
Eligible Employee may enroll as a Participant and subscribe for the purchase of shares of Stock on the terms and conditions contained
in the Plan. In the event of a conflict between the Purchase Agreement and this Plan, the terms of the Plan shall control.


Section 1.17 “Purchase
Date” means the last Trading Date of each Purchase Period.


Section 1.18 “Purchase
Period” means each three (3) month period, or such other period specified by the Administrator designated by
the Committee, beginning on or after the Effective Date (but no longer than three months), during which the Participant’s
Stock purchase is funded through payroll deduction accumulations. The first Purchase Period shall begin on February 1, 2018 and
continue until the last Trading Date of the defined Purchase Period. Unless the Administrator designated by the Committee determines
otherwise, each subsequent Purchase Period, after the first Purchase Period, shall begin on the first day following the preceding
Purchase Date and continue until the last Trading Date of the three-month period of such Purchase Period.


Section 1.19 “Purchase
Price” means the purchase price for shares of Stock purchased under the Plan, determined as set forth in Section 3.01
below.


Section 1.21 “Stock” means
the common stock, par value of $0.001 per share, of TSI (NASDAQ:CLUB).


Section 1.22 “Subsidiary”


		(a)	The term “Subsidiary” means any present or future corporation that:



		(i)	constitutes a “subsidiary corporation” of TSI as that term is defined in section 424 of the Code and



		(ii)	is designated as a participating entity in the Plan by the Administrator designated by the Committee.



		(b)	Unless the Administrator designated by the Committee specifically designates otherwise, a non-U.S. subsidiary shall not be
considered a Subsidiary for purposes of the Plan, and employees of such a subsidiary shall not be Eligible Employees.



Section 1.23 “Trading
Date” means a day on which the NASDAQ is open for trading.


Section 1.24 “TSI” means
Town Sports International Holdings, Inc., or its subsidiaries.



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Section 1.25 “Voluntary
Holding Period” means, subject to Section 5.01 below, the two (2) year period following a Purchase Date during
which a Participant may hold any shares of Stock purchased on his or her behalf pursuant to the Plan to be eligible to receive
a Matching Restricted Stock Award.


 


ARTICLE II


PARTICIPATION


Section 2.01 Initial Participation.
An Eligible Employee may elect to participate in the Plan by properly executing a Purchase Agreement and filing such Purchase Agreement
with the Administrator designated by the Committee, or its delegate, at such time in advance of the Election Date as the Administrator
designated by the Committee shall prescribe. An Eligible Employee who properly elects to participate in the Plan is referred to
herein as a “Participant”.


Section 2.02 Continuation
of Participation.


		(a)	The Purchase Agreement shall remain in effect until it is modified through discontinuance of participation under Section 2.03
below or otherwise changed under Section 2.05 below.



		(b)	A Participant who is on a leave of absence approved by an Employer may continue to participate in the Plan during the leave
of absence to the extent such Participant continues to receive Cash Compensation, which is sufficient to satisfy any other legally
required deductions or withholding obligations, as the Administrator designated by the Committee may determine in its sole and
absolute discretion.



Section 2.03 Discontinuance
of Participation.


		(a)	To the extent legally permissible, a Participant may voluntarily cease his or her participation in the Plan and stop payroll
deductions at any time by properly filing a notice of cessation of participation on such form within five (5) business days before
the Purchase Date. A Participant who ceases contributions during a Purchase Period may not make additional contributions to the
Plan during the Purchase Period and TSI shall return the funds held for the Participant under the Plan at such time in advance
of the Purchase Date as soon as administratively practicable.



		(b)	Notwithstanding subsection Section 2.03, if a Participant ceases to be an Eligible Employee, his or her participation
in the Plan shall automatically cease and no further purchase of Stock shall be made for the Participant. Any funds held for the
Participant under the Plan shall be distributed to the Participant as soon as administratively practicable.



Section 2.04 Readmission
to Participation.


		(a)	Any Eligible Employee who:



		(i)	was previously a Participant;


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		(ii)	discontinued participation (whether by cessation of eligibility or otherwise); and



		(iii)	wishes to be reinstated as a Participant,



may again become a Participant
by executing and filing with the Administrator designated by the Committee a new Purchase Agreement.


		(b)	Reinstatement as a Participant shall be effective as of the next Election Date, provided the Participant is an Eligible Employee
and the Participant files a new Purchase Agreement with the Administrator designated by the Committee at such time in advance of
the Election Date as the Administrator designated by the Committee shall prescribe.



Section 2.05 Payroll Deductions
and Deposits.


		(a)	Each Participant shall authorize after-tax payroll deductions from his or her Cash Compensation for the purpose of funding
the purchase of Stock pursuant to his or her Purchase Agreement. In the Purchase Agreement, each Participant shall authorize the
withholding of a percentage of each payment of Cash Compensation during the Purchase Period, which shall be in one percent (1%) increments
or $100.00 (one-hundred dollar) increments and may not exceed the Maximum Deduction Amount.



		(b)	To the extent legally permissible, a Participant may change the deduction to any permissible level, as permitted by the Administrator
designated by the Committee in its sole and absolute discretion, as of any time prior to an Election Date. A change shall be made
by filing with the Administrator designated by the Committee a new Purchase Agreement, which shall become effective as soon as
administratively practicable following receipt by the Administrator designated by the Committee or its delegate.



Section 2.06 Participant
Rights and Privileges. Notwithstanding anything herein to the contrary, all Participants shall have the same rights and privileges
within the meaning of Section 423(b)(5) of the Code.


ARTICLE III


STOCK PURCHASE AND DISTRIBUTION


Section 3.01 Purchase Price
of Shares. Unless the Committee determines otherwise, the Purchase Price per share of the Stock to be sold to Participants
under the Plan shall be


100% of the Market Value of such share .


Section 3.02 Purchase of
Shares.


		(a)	As of the last trading day of each Purchase Period, the Designated Broker shall purchase on the
open market that number of whole shares of Stock as determined by dividing available contributions for the Purchase Period by the
Purchase Price.


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		(b)	Subject to the provisions of Section 3.01 above and Section 3.04 below, there shall be purchased
for the Participant on each Purchase Date, at the Purchase Price for the Purchase Period, the largest number of whole shares of
Stock, as can be purchased with the amounts deducted from the Participant’s Compensation during the Purchase Period.



		(c)	Notwithstanding anything herein to the contrary, in the event that any amounts that are attributable
to a Participant’s deductions or contributions remain after the purchase of shares of Stock on a Purchase Date, such amounts
shall be returned to the Participant, in accordance with Section 3.04(c) below, as soon as administratively practicable.



Section 3.03 Reservation
of Shares. Shares of Stock shall not be reserved for issuance. All shares issued to Participants will be purchased on the open
market by the Designated Broker. By signing the Purchase Agreement, the Participants shall consent to the provision of certain
personal information to the Designated Broker.


Section 3.04 Limitation
on Shares to Be Purchased.


		(a)	The maximum number of shares of Stock that may be purchased for each Participant on a Purchase
Date is the number of whole shares of Stock that can be purchased by applying the full balance of the Participant’s deducted
funds, in accordance with subsection 3.04(d) below, to the purchase of shares of Stock at the Purchase Price.



		(b)	Notwithstanding Section 3.04(a) above, before the beginning of a Purchase Period, the Committee,
in its sole and absolute discretion, may increase or decrease the maximum share limit for the Purchase Period and subsequent Purchase
Periods. The adjusted maximum share limit shall continue in effect until again adjusted by the Administrator designated by the
Committee.



		(c)	Any amounts deducted from a Participant’s Compensation that cannot be applied to the purchase
of Stock on a Purchase Date by reason of the foregoing limitations described in Section 3.04(a) above and 3.04(d) below, shall
be returned to the Participant, as soon as administratively practicable.



		(d)	No Participant is allowed to contribute in excess of $200,000 in any calendar year towards the
purchase of Stock under this Plan.



Section 3.05 Payment for
Stock; No Trust Account. The Purchase Price for all shares of Stock purchased by a Participant under the Plan shall be paid
out of the Participant’s authorized payroll deductions. All funds received or held by TSI under the Plan are general assets
of TSI, shall be held free of any trust requirement or other restriction, shall not be held in any segregated account and may be
used for any corporate purpose.


Section 3.06 Share Ownership;
Issuance of Certificates.


		(a)	The shares of Stock purchased by a Participant on a Purchase Date shall, for all purposes, be deemed
to have been purchased at the close of business on the Purchase Date. Prior to that time, none of the rights or privileges of a
shareholder of TSI shall inure to the Participant with respect to such shares of Stock.


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		(b)	Shares of Stock shall be delivered by:



		(i)	The Designated Broker, purchasing shares on the Purchase Date and depositing those shares into accounts maintained by such
firm in a separate brokerage account for each Participant.



		(c)	Each account described in Section 3.06(b) above shall be in the name of the Participant.



Section 3.07 Distribution
of Shares or Resale of Stock.


		(a)	A Participant may request a distribution of shares of Stock purchased for the Participant under
the Plan or order the sale of such shares by making a request to the Designated Broker. Any shares distributed prior to the completion
of the Voluntary Holding Period will not be eligible for a Matching RSA.



		(b)	If a Participant terminates his or her employment with the Employer or otherwise ceases to be an
Eligible Employee, the Participant will lose all eligibility for a potential Matching RSA.



		(c)	If a Participant sells or otherwise disposes of their shares, any brokerage commissions resulting
from a sale of Stock shall be deducted from amounts payable to the Participant.



ARTICLE IV


SPECIAL ADJUSTMENTS


Section 4.01 Shares Unavailable.
If, on any Purchase Date, the aggregate funds available for the purchase of Stock would otherwise permit the purchase of a number
of shares Stock in excess of the number then available for purchase under the Plan, the number of shares of Stock that would otherwise
be purchased by each Participant shall be proportionately reduced on the Purchase Date in order to eliminate such excess; and


 Section 4.02 Effect
of Certain Transactions. Subject to any required action by the shareholders, if TSI shall be the surviving corporation in any
merger or consolidation, any offering hereunder shall continue to pertain to and apply to the shares of stock of TSI. However,
in the event of a dissolution or liquidation of TSI, or a merger or consolidation in which TSI is not the surviving corporation,
the Plan and any offering hereunder shall terminate upon the effective date of such dissolution, liquidation, merger or consolidation,
unless the Board of Directors determines otherwise, and the balance of any amounts deducted from a Participant’s Cash Compensation
which have not by such time been applied to the purchase of Stock shall be returned to the Participant, as soon as reasonably practicable.


 









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ARTICLE V


MATCHING RESTRICTED STOCK AWARD


Section 5.01 Matching RSA. Each
share purchased under the Plan and held through the end of the applicable Voluntary Holding Period is eligible for a Matching RSA
under the SIP. On a quarterly basis, any shares purchased through the Plan that have satisfied the completion of the Voluntary
Holding Period will be eligible for a Matching RSA. As soon as practicable after the Voluntary Holding Period has been met the
Company shall award to the Participant, pursuant to the terms of the SIP, restricted stock of a number of Shares of Stock equal
to the number that have achieved the Voluntary Holding Period. Matching RSAs shall constitute actual stock and shall have the rights
and privileges defined in the SIP and supporting Restricted Stock Agreement. Any Matching RSAs granted to a Participant as a result
of meeting the requirements under this MSPP shall be held in an Account maintained by the Designated Broker for such Participant.
TSI will make reasonable efforts to maintain a sufficient number of shares available for issuance under the SIP. In the event that
there are insufficient shares of Stock available for issuance under the SIP, the aggregate number of shares underlying Matching
RSAs shall be appropriately reduced among the Participants on a pro rata basis.


 


(a) Limit on Matching Restricted
Stock. The cumulative number of Matching RSAs that may be issued in any calendar year will be equal to the lesser of 50% of
the shares available for grant under the SIP or the number of MSPP shares that have met the Voluntary Holding Period for that calendar
year.


(b) Matching RSA Vesting.
Matching RSAs shall vest, and the restrictions thereon shall lapse, on the two-year anniversary of their Award Date. All other
terms and conditions will be as set forth in an applicable Award Agreement or the SIP.


c) Employment Required.
Notwithstanding anything herein to the contrary, a Participant must be employed by the Company or an affiliate of the Company on
the date on which the Matching RSA is granted in order to receive a Matching RSA pursuant to this MSPP.


 


ARTICLE VI


MISCELLANEOUS


Section 6.01 Non-Alienation.
Except as set forth below, the right to purchase shares of Stock under the Plan is personal to the Participant, is exercisable
only by the Participant during the Participant’s lifetime and may not be assigned or otherwise transferred by the Participant.


Section 6.02 Administrative
Costs. TSI shall pay the administrative expenses associated with the operation of the Plan (other than brokerage commissions
resulting from sales of Stock directed by Participants).


Section 6.03 No Interest.
No interest shall be payable with respect to amounts withheld or deposited under the Plan.



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Section 6.04 Administrator
designated by the Committee. The Committee shall appoint the Administrator designated by the Committee, which shall have the
express discretionary authority and power to administer the Plan and to make, adopt, construe, and enforce rules and regulations
not inconsistent with the provisions of the Plan. The Administrator designated by the Committee shall adopt and prescribe the contents
of all forms required in connection with the administration of the Plan, including, but not limited to, the Purchase Agreement,
payroll deduction authorizations, requests for distribution of shares, and all other notices required hereunder. The Administrator
designated by the Committee shall have the fullest discretion permissible under law in the discharge of its duties. The Administrator
designated by the Committee’s interpretations and decisions with respect to the Plan shall be final and conclusive.


Section 6.05 Withholding
of Taxes; Notification of Transfer. All acquisitions and sales of Stock under the Plan shall be subject to applicable
federal (including FICA), state and local tax withholding requirements if the Internal Revenue Service or other taxing authority
requires such withholding. TSI may require that Participants pay to TSI (or make other arrangements satisfactory to TSI for the
payment of) the amount of any Federal, state or local taxes that TSI is required to withhold with respect to the purchase of Stock
or the sale of Stock acquired under the Plan, or instead deduct from the Participant’s wages or other compensation the amount
of any withholding taxes due with respect to the purchase of Stock or the sale of Stock acquired under the Plan.


Section 6.06 Amendment
of the Plan. The Committee may, at any time and from time to time, amend the Plan in any respect, except that any amendment
that is required to be approved by the shareholders shall be submitted to the shareholders of TSI for approval.


Section 6.07 Expiration
and Termination of the Plan. The Plan shall continue in effect for ten years from the Effective Date, unless terminated prior
to that date pursuant to the provisions of the Plan or pursuant to action by the Committee or Board of Directors of TSI. The Committee
or the Board of Directors shall have the right to terminate the Plan at any time without prior notice to any Participant and without
liability to any Participant. Upon the expiration or termination of the Plan, the balance, if any, then standing to the credit
of each Participant from amounts deducted from the Participant’s Cash Compensation which has not, by such time, been applied
to the purchase of Stock shall be refunded to the Participant.


Section 6.08 No Employment
Rights. Participation in the Plan shall not give an employee any right to continue in the employment of an Employer, and shall
not affect the right of the Employer to terminate the employee’s employment at any time, with or without cause.


Section 6.09 Repurchase
of Stock. TSI shall not be required to purchase or repurchase from any Participant any of the shares of Stock that the Participant
acquires under the Plan.


Section 6.10 Notice.
A Purchase Agreement and any notice that a Participant files pursuant to the Plan shall be on a physical or electronic form prescribed
by the Administrator designated by the Committee and shall be effective only when received by the Administrator designated by the
Committee or its delegate. Delivery of such forms may be completed by such processes as are approved by the Administrator designated
by the Committee, including online, by hand, by certified mail or sent postage prepaid, to the Administrator designated by the
Committee, or such other address as the Administrator designated by the Committee may designate. Delivery by any other mechanism
shall be deemed effective at the option and discretion of the Administrator designated by the Committee.



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Section 6.11 Government
Regulation. TSI’s obligations under this Plan are all times subject to all approvals of any governmental authority.


Section 6.12 Internal Revenue
Code and ERISA Considerations. The Plan is neither intended to constitute an “employee stock purchase plan” within
the meaning of section 423 of the Code nor intended to be construed as constituting an “employee benefit plan,” within
the meaning of section 3(3) of the Employee Retirement Income Security Act of 1974, as amended.


Section 6.13 Headings,
Captions, Gender. The headings and captions herein are for convenience of reference only and shall not be considered as
part of the text. The masculine shall include the feminine, and vice versa. All pronouns and any variations thereof shall be deemed
to refer to the masculine, feminine, or neuter, as the identity of the person or persons may require. As the context may require,
the singular may read as the plural and the plural as the singular.


Section 6.14 Severability
of Provisions, Prevailing Law. The provisions of the Plan shall be deemed severable. In the event any such provision is determined
to be unlawful or unenforceable by a court of competent jurisdiction or by reason of a change in an applicable statute, the Plan
shall continue to exist as though such provision had never been included therein (or, in the case of a change in an applicable
statute, had been deleted as of the date of such change). The Plan shall be governed by the laws of the State of New York to the
extent such laws are not in conflict with, or superseded by, federal law.









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TOWN SPORTS INTERNATIONAL HOLDINGS,
INC. 


2018 MANAGEMENT STOCK PURCHASE PLAN


 


PURCHASE AGREEMENT AND WITHDRAWAL
FORM


 


Purpose of this Form:


 


____ Original Enrollment


____ Change in Payroll Deduction Rate
for subsequent Purchase Period


____ Withdraw from Plan


____ Change of Beneficiary(ies)


 


Date of this Form: __________, _____


 


1.I, _________________________, hereby
elect to participate in the TOWN SPORTS INTERNATIONAL HOLDINGS, INC. 2018 MANAGEMENT STOCK PURCHASE PLAN (the “MSPP”),
and subscribe to purchase Common Shares of the Company in accordance with this Purchase Agreement and the MSPP. I understand that
once a purchase period has commenced, I may no longer increase or decrease (except as set forth in paragraph 2. below) the percentage,
or, as elected, dollar amount, of my contributions that I have elected to contribute to the Plan for such purchase period. 


OR 


2.I,
_________________________, hereby elect to stop my participation in the MSPP. I understand that my withdrawal from the Plan during
a purchase period, will stop all future contributions as soon as practicable. Amounts already contributed will be returned to me
as soon as administratively practicable. I acknowledge that this notice of withdrawal must be delivered no later than five business
days prior to the end of the Purchase Period in order to be effective for the current Purchase Period, and my participation will
not continue to the next Purchase Period. To resume Plan participation after this suspension, I understand that I must provide
written notice to the Administrator by submitting a new enrollment form.



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3.I hereby acknowledge receiving a
copy of the MSPP, and understand that my participation in the MSPP is entirely voluntary, and is in all respects subject to the
terms and conditions of the MSPP. 


4.I
hereby authorize after-tax payroll deductions from each paycheck in the amount of


a) _____% in whole percentages
not to exceed 20% of my “Cash Compensation” on each payday during each purchase period beginning after the date I have
designated above.


OR


b) $______ (in $100 increments)
not to exceed 20% of my “Cash Compensation” on each payday during each purchase period beginning after the date I
have designated above.


 


I understand that Cash Compensation
includes base wages, commissions, bonuses, premium pay, shift differential pay, excluding any remuneration delivered as equity
compensation, as determined by the Administrator designated by the Committee in its sole and absolute discretion. 


 


5.I understand that my payroll deductions
shall be accumulated for the purchase of common shares of Town Sports Holding International, Inc. (CLUB) at the applicable purchase
price determined in accordance with the MSPP. I understand that if I do not withdraw from a purchase period and I remain an Eligible
Employee, any accumulated payroll deductions will be used to automatically purchase such shares at the end of the purchase period.
Any accumulated contributions that remain after the purchase of Shares will be refunded to me if the amount accumulated is greater
than the purchase price of one Share, or will be carried forward to the next purchase period if the amount accumulated is less
than the purchase price of one Share. 


6.Shares purchased for me under the
MSPP will be held by the MSPP’s Designated Broker in my name, until and unless I request issuance of the shares in accordance
with the Designated Broker’s standard procedures. I hereby agree that TSI may provide the Designated Broker with my personal
information, including without limitation, my social security number, in order to open and maintain the account. 


7. I
understand that if I voluntarily hold of any shares received by me pursuant to the MSPP for 2 years after the Purchase Date, I
will be eligible for a Matching RSA that will be issued by the Company from the SIP.



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 I UNDERSTAND THAT NOTHING IN
THIS AGREEMENT CONSTITUTES TAX ADVICE, AND I ACKNOWLEDGE THAT THE COMPANY HAS ENCOURAGED ME TO CONSULT MY OWN TAX ADVISOR WITH
REGARD TO THE TAX CONSEQUENCES OF PARTICIPATING IN THE MSPP. 


8. I hereby agree to be bound by the
terms of the MSPP. The effectiveness of this Purchase Agreement is dependent upon my eligibility to participate in the MSPP. 


9. In the event of my death, I hereby
designate the following as my beneficiary(ies) to receive all payments and Shares due me under the MSPP: 





	BENEFICIARY’S NAME:	 	
   


	 	 	(First) (Middle) (Last)
	 	 	 
	
   

	 	
   


	Relationship to Me	 	 
	 	 	
   


	 	 	(Address)







 


I UNDERSTAND THAT THIS PURCHASE AGREEMENT
SHALL REMAIN IN EFFECT THROUGHOUT SUCCESSIVE PURCHASE PERIODS UNLESS TERMINATED BY ME AND CONFIRM THAT THE FOLLOWING INFORMATION
IS TRUE AND CORRECT.





	My Social Security Number:	 	
   


	My Permanent Address:	 	
   


	 	 	
   


	 	 	
   


	 	 	 
	Dated: ________________	 	
   


	 	 	Signature of Employee
	 	 	 
	Dated: ________________	 	
   


	 	 	Spouse’s Signature
	 	 	(If beneficiary other than spouse)







 









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APPENDIX A


 


FORM OF RESTRICTED STOCK AGREEMENT

PURSUANT TO THE

TOWN SPORTS INTERNATIONAL HOLDINGS, INC.

2006 STOCK INCENTIVE PLAN

(as amended and restated effective as of April 2, 2015)


 


THIS AGREEMENT
(this “Agreement”) made as of __________________, 20__, by and between Town Sports International Holdings, Inc.
(the “Company”) and ______________________ (the “Participant”).


W I T N E S S E T H:


 


WHEREAS, the Company
has adopted the Town Sports International Holdings, Inc. 2006 Stock Incentive Plan, as amended and restated effective as of April
2, 2015 (the “Plan”), which is administered by an Equity Grant Subcommittee, which was designated by the Compensation
Committee that were appointed by the Company’s Board of Directors (the “Subcommittee”); and


WHEREAS, pursuant
to Section 8.1 of the Plan, the Subcommittee may grant to Eligible Employees shares of its common stock, par value $0.001 per share
(“Common Stock”), in the amount set forth below; and


WHEREAS, the Shares
(as defined below) are to be subject to certain restrictions;


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


1.
Grant of Shares. Subject to the restrictions, terms and
conditions of this Agreement, the Company awarded the Participant ______________ (______________) shares of validly issued Common
Stock (the “Shares”) on __________________, 20___ (the “Grant Date”). Pursuant to Section
2 hereof, the Shares are subject to certain restrictions, which restrictions relate to the passage of time as an employee of
the Company or its Affiliates. While such restrictions are in effect, the Shares subject to such restrictions shall be referred
to herein as “Restricted Stock.”


2.
Restrictions on Transfer. The Participant shall not sell,
transfer, pledge, hypothecate, assign or otherwise dispose of the Shares, except as set forth in the Plan or this Agreement. Any
attempted sale, transfer, pledge, hypothecation, assignment or other disposition of the Shares in violation of the Plan or this
Agreement shall be void and of no effect and the Company shall have the right to disregard the same on its books and records and
to issue “stop transfer” instructions to its transfer agent.



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3.
Restricted Stock.


(a)
Retention of Certificates. Promptly after the date of this
Agreement, the Company shall issue stock certificates representing the Restricted Stock unless, to the extent permitted under applicable
law, it elects to issue the Shares in the form of uncertificated shares and recognize such ownership through an uncertificated
book entry account maintained by the Company (or its designee) on behalf of the Participant or through another similar method.
The stock certificates shall be registered in the Participant’s name and shall bear any legend required under the Plan or
Section 3(h) hereof. Unless held in uncertificated book entry form, such stock certificates shall be held in custody by
the Company (or its designated agent) until the restrictions thereon shall have lapsed. Upon the Company’s request, the Participant
shall deliver to the Company a duly signed stock power, endorsed in blank, relating to the Restricted Stock. If the Participant
receives a stock dividend on the Restricted Stock or the shares of Restricted Stock are split or the Participant receives any other
shares, securities, moneys or property representing a dividend on the Restricted Stock (other than cash dividends on or after the
date of this Agreement) or representing a distribution or return of capital upon or in respect of the Restricted Stock or any part
thereof, or resulting from a split-up, reclassification or other like changes of the Restricted Stock, or otherwise received in
exchange therefor, or any warrants, rights or options issued to the Participant in respect of the Restricted Stock (collectively
 “RS Property”), the Participant will also immediately deposit with and deliver to the Company any of such RS
Property, including, without limitation, any certificates representing shares duly endorsed in blank or accompanied by stock powers
duly executed in blank, and such RS Property shall be subject to the same restrictions, including, without limitation, the restrictions
in this Section 3(a) hereof, as the Restricted Stock with regard to which they are issued and shall herein be encompassed
within the term “Restricted Stock.”


(b)
Rights with Regard to Restricted Stock. Subject to Section
7, upon becoming the holder of record of the Restricted Stock, the Participant will have the right to vote the Restricted Stock,
and to receive, subject to the Committee’s determination (in its sole discretion), any dividends payable to holders of record
of Restricted Stock on and after the transfer of the Restricted Stock (although such dividends shall be treated, to the extent
required by applicable law, as additional compensation for tax purposes if paid on Restricted Stock and stock dividends will be
subject to the restrictions provided in Section 3(a)), and to exercise all other rights, powers and privileges of a holder
of Common Stock with respect to the Restricted Stock set forth in the Plan, except that: (i) the Participant shall not be entitled
to delivery of the stock certificate or certificates representing the Restricted Stock until the Restriction Period shall have
expired; (ii) the Company (or its designated agent) shall retain custody of the stock certificate or certificates representing
the Restricted Stock and the other RS Property during the Restriction Period; (iii) no RS Property shall bear interest or be segregated
in separate accounts during the Restriction Period; and (iv) the Participant shall not sell, assign, transfer, pledge, exchange,
encumber or dispose of the Restricted Stock during the Restriction Period.



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(c)
Vesting. The Restricted Stock shall become vested and cease
to be Restricted Stock (but shall remain subject to Section 5) pursuant to the following schedule; provided that the Participant
has not had a Termination any time prior to the applicable vesting date:


	Vesting Date	Number of Shares
	Second Anniversary of Grant Date	100%


 


There shall be
no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only on the appropriate
vesting date; provided, however, that no Termination has occurred prior to such date.


The Restricted Stock will
become fully vested on a Change in Control.


 


The provisions of the
second paragraph of Section 8.1 of the Plan regarding Detrimental Activity shall apply to the Restricted Stock.


 


When any shares of Restricted
Stock become vested, the Company shall promptly issue and deliver, unless the Company is using book entry, to the Participant a
new stock certificate registered in the name of the Participant for such shares of Restricted Stock without the legend set forth
in Section 3(h) and deliver to the Participant any related other RS Property, subject to applicable withholding.


 


(d)
Forfeiture. The Participant shall forfeit to the Company,
without compensation, other than repayment of any par value paid by the Participant for the Shares (if any), any and all Restricted
Stock (but no vested Shares) and RS Property upon the Participant’s Termination of Employment for any reason.


(e)
Withholding. Participant shall pay, or make arrangements
to pay, in a manner satisfactory to the Company, an amount equal to the amount of all applicable federal, state and local or foreign
taxes that the Company is required to withhold at any time. In the absence of such arrangements, the Company or one of its Affiliates
shall have the right to withhold such taxes from the Participant’s normal pay or other amounts payable to the Participant,
including, but not limited to, the right to withhold any of the Shares otherwise deliverable to the Participant hereunder. In addition,
any statutorily required withholding obligation may be satisfied, in whole or in part, at the Participant’s election, in
the form and manner prescribed by the Committee, by delivery of shares of Common Stock (including, without limitation, the Shares
issued under this Agreement).



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(f)
Section 83(b). If the Participant properly elects (as required
by Section 83(b) of the Code) within 30 days after the issuance of the Restricted Stock to include in gross income for federal
income tax purposes in the year of issuance the fair market value of such shares of Restricted Stock, the Participant shall pay
to the Company or make arrangements satisfactory to the Company to pay to the Company upon such election, any federal, state or
local taxes required to be withheld with respect to the Restricted Stock. If the Participant shall fail to make such payment, the
Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Participant
any federal, state or local taxes of any kind required by law to be withheld with respect to the Restricted Stock, as well as the
rights set forth in Section 3(e). The Participant acknowledges that it is the Participant’s sole responsibility, and
not the Company’s, to file timely and properly the election under Section 83(b) of the Code and any corresponding provisions
of state tax laws if the Participant elects to utilize such election.


(g)
Delivery Delay. The delivery of any certificate representing
the Restricted Stock or other RS Property may be postponed by the Company for such period as may be required for it to comply with
any applicable federal or state securities law, or any national securities exchange listing requirements and the Company is not
obligated to issue or deliver any securities if, in the opinion of counsel for the Company, the issuance of the Shares shall constitute
a violation by the Participant or the Company of any provisions of any applicable federal or state law or of any regulations of
any governmental authority or any national securities exchange.


(h)
Legend. All certificates representing the Restricted Stock
shall have endorsed thereon the following legends:


“The
anticipation, alienation, attachment, sale, transfer, assignment, pledge, encumbrance or charge of the shares of stock represented
hereby are subject to the terms and conditions (including forfeiture) of the Town Sports International Holdings, Inc. (the “Company”)
2006 Stock Incentive Plan (as the same may be amended or amended and restated from time to time, the “Plan”),
and an agreement entered into between the registered owner and the Company evidencing the award under the Plan. Copies of such
Plan and agreement are on file at the principal office of the Company.”


(i)
Any legend required to be placed thereon by applicable blue sky
laws of any state.


Notwithstanding the foregoing,
in no event shall the Company be obligated to deliver to the Participant a certificate representing the Restricted Stock prior
to the vesting dates set forth above.


 


4.
Securities Representations. The Shares are being issued
to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties
of the Participant.



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The Participant acknowledges,
represents and warrants that:


 


(a)
The Participant has been advised that the Participant may be an
 “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”)
and in this connection the Company is relying in part on the Participant’s representations set forth in this Section 4.


(b)
If the Participant is deemed an affiliate within the meaning of
Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available
or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to the Shares and
the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”).


(c)
If the Participant is deemed an affiliate within the meaning of
Rule 144 of the Act, the Participant understands that the exemption from registration under Rule 144 will not be available unless
(i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is
then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and
that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions.


5.
No Obligation to Continue Employment. This Agreement is
not an agreement of employment. This Agreement does not guarantee that the Company or its Affiliates will employ or retain, or
continue to employ or retain, the Participant during the entire, or any portion of the, term of this Agreement, including, but
not limited to, any period during which the Restricted Stock is outstanding, nor does it modify in any respect the Company’s
or its Affiliate’s right to terminate or modify the Participant’s employment or compensation.


6.
Power of Attorney. The Company, its successors and assigns
are hereby appointed the attorneys-in-fact, with full power of substitution, of the Participant for the purpose of carrying out
the provisions of this Agreement and taking any action and executing any instruments which such attorneys-in-fact may deem necessary
or advisable to accomplish the purposes of this Agreement, which appointment as attorneys-in-fact is irrevocable and coupled with
an interest. The Company, as attorney-in-fact for the Participant, may in the name and stead of the Participant, make and execute
all conveyances, assignments and transfers of the Shares and property provided for in this Agreement, and the Participant hereby
ratifies and confirms all that the Company, as said attorney-in-fact, shall do by virtue hereof. Nevertheless, the Participant
shall, if so requested by the Company, execute and deliver to the Company all such instruments as may, in the judgment of the Company,
be advisable for such purpose.


7.
Rights as a Stockholder. The Participant shall have no
rights as a stockholder with respect to any Restricted Stock unless and until the Participant has become the holder of record of
the Shares, whether the Shares are represented by a certificate or through book entry or another similar method, and no adjustments
shall be made for dividends in cash or other property, distributions or other rights in respect of any Shares, except as otherwise
specifically provided for in the Plan or this Agreement.



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8.
Provisions of Plan Control. This Agreement is subject to
all the terms, conditions and provisions of the Plan, including, without limitation, the amendment provisions thereof, and to such
rules, regulations and interpretations relating to the Plan as may be adopted by the Committee and as may be in effect from time
to time. The Plan is incorporated herein by reference. Capitalized terms in this Agreement that are not otherwise defined shall
have the respective meanings set forth in the Plan. If and to the extent that this Agreement conflicts or is inconsistent with
the terms, conditions and provisions of the Plan, the Plan shall control, and this Agreement shall be deemed to be modified accordingly.
This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes any prior
agreements between the Company and the Participant with respect to the subject matter hereof. 


9.
Amendment. To the extent applicable, the Board or the Committee
may at any time and from time to time amend, in whole or in part, any or all of the provisions of this Agreement to comply with
Section 409A of the Code and the regulations thereunder or any other applicable law and may also amend, suspend or terminate this
Agreement subject to the terms of the Plan. The award of Restricted Stock pursuant to this Agreement is not intended to be considered
 “deferred compensation” for the purposes of Section 409A of the Code.


10.
Notices. Any notice or communication given hereunder (each,
a “Notice”) shall be in writing and shall be sent by personal delivery, by courier or by regular United States
mail, first class and prepaid, to the appropriate party at the address set forth below: 


If to the Company,
to:


Town Sports International
Holdings, Inc.


399 Executive Boulevard


Elmsford, New
York 10523


Attention: General Counsel


 


If to the Participant,
to the address of the Participant on file with the Company;


or such other address
or to the attention of such other person as a party shall have specified by prior Notice to the other party. Each Notice shall
only be given and effective upon actual receipt (or refusal of receipt).


11.
Acceptance. As required by Section 8.2(b) of the Plan,
the Participant shall forfeit the Restricted Stock if the Participant does not execute this Agreement within a period of 60 days
from the date the Participant receives this Agreement (or such other period as the Committee shall provide).



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12.
Non-Compete; Nonsolicitation. 


(a)
(i) As an inducement to the Company to enter into this Agreement
and to grant the Shares, the Participant agrees that (A) during the Participant’s period of employment with the Company or
any of its Affiliates, and (B) if the Participant resigns or the Participant’s employment is terminated by the Company or
any of its Affiliates for any reason, during the period which the Company or any of its Affiliates is paying the Participant severance
compensation (which shall be at a rate and an amount equal to the Participant’s base salary received by the Participant immediately
prior to the Participant’s Termination of Employment), such period not to exceed one year (the “Noncompete Period”),
the Participant shall not, directly or indirectly, own, manage, control, participate in, consult with, render services for, or
in any manner engage in, any business competing directly or indirectly with the business as conducted by the Company or any of
its Affiliates during the Participant’s period of employment with the Company or any of its Affiliates or at the time of
the Participant’s Termination of Employment or with any other business that is the logical extension of the Company’s
and its Affiliates’ business during the Participant’s period of employment with the Company or any of its Affiliates
or at the time of the Participant’s Termination of Employment, within any metropolitan area in which the Company or any of
its Affiliates engages or has definitive plans to engage in such business; provided, however, that (1) the Participant
shall not be precluded from purchasing or holding publicly traded securities of any entity so long as the Participant shall hold
less than 2% of the outstanding units of any such class of securities and has no active participation in the business of such entity,
and (2) the Company shall have notified the Participant of its agreement to provide (or cause to be provided) such severance compensation
(x) in the event of resignation, within five days following the date of the Participant’s Termination of Employment, or (y)
in the event of termination, on or before the date of the Participant’s Termination of Employment. Notwithstanding anything
contained herein to the contrary, the Participant’s agreement set forth in clause (B) above shall not apply if the date of
the Participant’s Termination of Employment occurs after the fifth anniversary of the Grant Date.


(ii)During
the Noncompete Period, the Participant shall not directly or indirectly (A) induce or attempt to induce any employee of the Company
or any of its Affiliates to leave the employ of the Company or any of its Affiliates, or in any way interfere with the relationship
between the Company or any of its Affiliates and any employee thereof, (B) hire any person who was an employee of the Company or
any of its Affiliates at any time during the Participant’s employment period except for such employees who have been terminated
for at least six months, or (C) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation
of the Company or any of its Affiliates to cease doing business with such member, or in any way interfere with the relationship
between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and the Company or any of its
Affiliates, on the other hand.


(iii)The
provisions of this Section 12(a) shall survive any expiration or termination of this Agreement, any Termination of Employment
of the Participant, or any forfeiture of the shares of Restricted Stock.


(iv)If
it is determined by a court of competent jurisdiction that any of the provisions of this Section 12(a) is excessive in duration
or scope or otherwise is unenforceable, then such provision may be modified or supplemented by the court to render it enforceable
to the maximum extent permitted by law.



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(b)
The Participant acknowledges that the Participant may have access
to certain confidential, non-public and proprietary information (the “Confidential Information”), concerning
the Company and its Affiliates and their respective officers, directors, stockholders, employees, agents and representatives and
agrees that: (i) unless pursuant to prior written consent by the Company, the Participant shall not disclose any Confidential Information
to any Person for any purpose whatsoever unless compelled by court order or subpoena; (ii) the Participant shall treat as confidential
all Confidential Information and shall take reasonable precautions to prevent unauthorized access to the Confidential Information;
(iii) the Participant shall not use the Confidential Information in any way detrimental to the Company or any of its Affiliates
and shall use the Confidential Information for the exclusive purpose of effecting the Participant’s duties of employment
with the Company or any of its Affiliates; and (iv) the Participant agrees that the Confidential Information obtained during the
Participant’s employment with the Company shall remain the exclusive property of the Company and its Affiliates, and the
Participant shall promptly return to the Company all material which incorporates, or is derived from, all such Confidential Information
upon termination of the Participant’s employment with the Company or any of its Affiliates. It is hereby agreed that Confidential
Information does not include information generally available and known to the public other than through the disclosure thereof
by or through the Participant or obtained from a source not bound by a confidentiality agreement with the Company or any of its
Affiliates.


(c)
The Participant hereby agrees that all inventions, innovations
or improvements in the method of conducting the business (including, without limitation, improvements, ideas and discoveries, whether
patentable or not) of the Company or any of its Affiliates, whether prior to the date hereof or thereafter, in each case conceived
or made by the Participant in the course of the Participant’s employment with the Company or any of its Affiliates, belong
to the Company and its Affiliates, except for such inventions, innovations and improvements that have become part of the public
domain other than through the disclosure thereof by or through the Participant and are not entitled to statutory or common law
protection. The Participant will promptly disclose such inventions, innovation or improvements to the Company and perform all actions
reasonably requested by the Company to establish and confirm such ownership by the Company or any of its Affiliates.


13.
Waiver of Jury Trial. Each
of the parties hereto waives any right it may have to trial by jury in respect of any litigation based on, arising out of, under
or in connection with this agreement or any course of conduct, course of dealing, verbal or written statement or action of any
party hereto.


14.
Miscellaneous.


(a)
This Agreement shall inure to the benefit of and be binding upon
the parties hereto and their respective heirs, legal representatives, successors and assigns.



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(b)
All questions concerning the construction, validity and interpretation
of this Agreement will be governed by, and construed in accordance with, the domestic laws of the State of New York, without giving
effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that
would cause the application of the laws of any jurisdiction other than the State of New York.


(c)
In the event of any dispute, controversy or claim between the
Company or any Affiliate and the Participant in any way concerning, arising out of or relating to the Plan or this Agreement (a
 “Dispute”), including without limitation any Dispute concerning, arising out of or relating to the interpretation,
application or enforcement of the Plan or this Agreement, the parties hereby (i) agree and consent to the personal jurisdiction
of the courts of the State of New York located in New York County and/or the Federal courts of the United States of America located
in the Southern District of New York (collectively, the “Agreed Venue”) for resolution of any such Dispute,
(ii) agree that those courts in the Agreed Venue, and only those courts, shall have exclusive jurisdiction to determine any Dispute,
including, without limitation, any appeal, and (iii) agree that any cause of action arising out of this Agreement shall be deemed
to have arisen from a transaction of business in the State of New York. The parties also hereby irrevocably (A) submit to the jurisdiction
of any competent court in the Agreed Venue (and of the appropriate appellate courts therefrom), (B) to the fullest extent permitted
by law, waive any and all defenses the parties may have on the grounds of lack of jurisdiction of any such court and any other
objection that such parties may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any
such court (including without limitation any defense that any such suit, action or proceeding brought in any such court has been
brought in an inconvenient forum), and (C) consent to service of process in any such suit, action or proceeding, anywhere in the
world, whether within or without the jurisdiction of any such court, in any manner provided by applicable law. Without limiting
the foregoing, each party agrees that service of process on such party pursuant to a notice as provided in Section 10 shall
be deemed effective service of process on such party. Any action for enforcement or recognition of any judgment obtained in connection
with a Dispute may enforced in any competent court in the Agreed Venue or in any other court of competent jurisdiction.


(d)
This Agreement may be executed in one or more counterparts, all
of which taken together shall constitute one contract.


(e)
The failure of any party hereto at any time to require performance
by another party of any provision of this Agreement shall not affect the right of such party to require performance of that provision,
and any waiver by any party of any breach of any provision of this Agreement shall not be construed as a waiver of any continuing
or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under this Agreement.


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]









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IN WITNESS WHEREOF,
the parties have executed this Agreement on the date and year first above written.


	TOWN SPORTS INTERNATIONAL HOLDINGS, INC.
	 
	 
	 
	 
	By:________________________________
	Name:  
	Title: 











 


 


PARTICIPANT


 


_____________________


______________________






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