exv10w1
















Exhibit 10.1




Town Sports International




5 Penn
Plaza, 4th floor
 New York, NY 10001
Phone 212.246.6700
 Fax
212.246.8422

MySportsClubs.com



March 18,2010



Mr. Robert
Giardina 
1657
Woodland Avenue
 Edison,
NJ 08820




Dear Bob:




     We are pleased that you have agreed to accept our offer to serve as President and Chief
Executive Officer of Town Sports International Holdings, Inc., Town Sports International, LLC and
all of its subsidiaries (collectively, the “Company” or “TSI”), effective March 16, 2010 (the
“Effective Date”). This letter confirms the terms of such employment.


1. Employment. During your employment, it is expected that you will devote your
full time, skill and attention to your duties and responsibilities and will perform them
faithfully, diligently and completely in accordance with the terms of this offer letter. In
addition, you will be required to familiarize yourself and comply with our operating policies,
procedures and practices in effect from time to time, including our Code of Ethics and Business
Conduct and Employee Handbook. In this role, you will serve as a member of the Executive
Committee and you will report directly to the Board of Directors of TSI.



2. Compensation and Benefits.




     (a) Commencing on the Effective Date, your annual base salary will be $505,000, which
will be payable in accordance with TSI’s prevailing payroll policies, currently bi-weekly on
every other Friday. You will also be eligible (i) to participate in TSI’s annual management
incentive compensation plan at a target payout of 75% of your annual base salary, subject to the
attainment of TSI’s and personal performance objectives and (ii) for awards under our equity
plans as determined by the Compensation Committee of the Board in its discretion. As a salaried
(exempt) employee, you are not eligible to receive overtime pay. Actual payments under the
management incentive compensation plan will be paid yearly, usually in the first quarter of each
following year, after appropriate approval from the Board of Directors (or the appropriate
committee of the Board of Directors) so long as you are employed on the applicable payment date.



     (b) You will be eligible to join the Company’s executive benefit program on the first
of the month following the Effective Date, information about such program will be provided to you
separately. You will be eligible to participate in the Company’s 401K program. You will be
eligible for vacation, holidays and time off in accordance with the Company’s personal time off
policy (PTO) consistent with all other executive officers. Please be aware that our vacation








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policy does not allow carryover of unused vacation time from year to year. Therefore, if the
time is not taken, it is forfeited each year. Participating in any of the Company’s benefit
programs and plans is subject to the respective terms of each of the programs and plans.




     (c) You will be entitled to the following special bonuses: (i) promptly upon your
signing this Agreement, a payment equal to $18,000 on an after tax
basis, (ii) $33,333 on
April
15, 2010, (iii) $33,333 on May 17, 2010 and (iv) $33,334 on June 15, 2010 so long as you
remain in the employ of the Company on such dates.



     (d) You will be reimbursed for all normal business expenses in accordance with
Company policy.


3. Taxes. All payments pursuant to this letter will be subject to applicable
withholding
taxes.



4. Confidential Information You expressly recognize and acknowledge that during your
employment with the Company, you will be entrusted with, have access to, or gain possession of
confidential and proprietary information, data, documents, records, materials, and other trade
secrets and/or other proprietary business information of the Company, TSI Holdings and their
respective affiliates that is not readily available to competitors, outside third parties and/or
the
public, including without limitation, information about (i) current or prospective customers
and/or suppliers, (ii) employees, research, goodwill, production, and prices, (iii) business
methods, processes, practices or procedures; (iv) computer software and technology
development, and (v) business strategy, including acquisition, merger and/or divestiture
strategies, (collectively or with respect to any of the foregoing, the “Confidential Information
”).
You hereby that: (i) unless pursuant to prior written consent by the Company, you shall not
disclose any Confidential Information for any purpose whatsoever unless compelled by court
order of subpoena; (ii) you shall treat as confidential all Confidential Information and shall take
reasonable precautions to prevent unauthorized access to the Confidential Information; (iii) you
shall not use the Confidential Information in any way detrimental to the Company or any of its
affiliates; and (iv) you agree that the Confidential Information obtained during your employment
with the Company shall remain the exclusive property of the Company and its affiliates, and you
shall promptly return to the Company all material which incorporates, or is derived from, all
such Confidential Information upon termination of your 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 your disclosure thereof or
through or obtained from a source not bound by a confidentiality agreement with the Company
or any of its affiliates.



5. At-Will Employment. All employment at TSI is “at will” which means the employee or
employer may end the relationship at any time, with or without notice. This letter does not
constitute a contract or otherwise provide for a term of employment.



6. Entire Agreement. This Agreement represents the entire agreement of the parties related
to
your employment with the Company and supersedes any prior agreement or discussions,
including, without limitation, the Agreement dated October 7, 2007. Notwithstanding the
foregoing, given your status as Chief Executive Officer, you are eligible for the Executive











 









 










 






Severance Agreement attached hereto as Annex A; such agreement to be effective
upon execution by the parties.



7. Miscellaneous. In addition, you represent that the execution by you of this
letter and the performance by you of your contemplated duties does not conflict with, or result in
a violation or breach of, any other agreement or arrangement to which you are bound. In your work
for the Company, you will be expected not to use or disclose any confidential information,
including trade secrets, of any former employer or other person to whom you have an obligation of
confidentiality. You agree you will not bring onto Company premises any unpublished documents or
property belonging to any former employer or other person to whom you have any obligation of
confidentiality.



Please acknowledge your acceptance of this offer by signing and returning a copy of this letter.





*     *     *




Congratulations and I am confident that you will add tremendous value in your new role.





	 	 	 	 	 
	 	Sincerely

	 
	 	                                                /s/ Scott Milford
 	 
	 	Scott Milford 	 
	 	Title:  	Senior Vice President - Human Resources 	 
	 



ACCEPTANCE:





     I accept the terms of my employment with TSI as set forth herein. I understand that this offer
letter does not constitute a contract of employment for any specified period of time, and that my
employment relationship may be terminated by either party, with or without cause and with or
without notice. I specifically acknowledge and agree that I am aware of my rate of pay and my
regular pay days.



	 	 	 	 	 
	 	 	 
	/s/ Robert Giardina 
 	 	 
	Robert Giardina