Exhibit
10.2


 


March 14, 2005


 


 


Mr. Larry M. Segall


12 Escher Drive

Marlboro, New Jersey 07746


 


 


Re:                               Non-Disclosure
and Non-Competition Agreement


 


Dear Larry:


 


This will confirm the
terms of the agreement between Equinox Holdings, Inc. with offices at 895
Broadway, New York, New York (“Equinox”) and Mr. Larry M. Segall (“You”
and “Your”) regarding the protection of Confidential Information and certain
restrictions on Your competing with Equinox.


 


1.                                       GENERAL


 


Equinox agrees to employ
You, and You agree to be employed by Equinox as Executive Vice President and
Chief Financial Officer for Equinox’s consolidated businesses pursuant to the
terms and provisions of the offer letter dated March 14, 2005 (the “Offer
Letter”). Your employment relationship with Equinox will be on an “at will”
basis, and either Equinox or You may terminate the employment for any reason
and at any time, without notice.


 


2.                                       WORKS
FOR HIRE


 


You agree that all work
products including, but not limited to, patents, copyrights, product developments,
service developments, ideas and concepts created by You during Your employment
and which relate to the business of Equinox shall remain the exclusive property
of Equinox.


 


3.                                       CONFIDENTIALITY
AGREEMENT AND RESTRICTIVE COVENANTS


 


(a)                                  You
recognize and acknowledge that the lists and files relating to Equinox’s
members, prospects, employees, independent contractors and suppliers as well as
its business plans, policies, operating procedures and financial information
(including operating budgets) concerning Equinox or its shareholders and
affiliates (collectively, “Confidential Information”), as same may exist from
time to time, are valuable, special and unique assets of Equinox’s
business.  You agree that, except as
required by law, You will not disclose Confidential


 





















 


Information to any
person, firm, corporation, association or other entity for any reason or any
purpose at all and that You will not use such Confidential Information for Your
own benefit or the benefit of any third party(s).  You also agree that all equipment, records,
files, memoranda, computer printouts and data, reports, correspondence and the
like, relating to the business of Equinox, that You might use or prepare or
with which You might come into contact, shall remain the sole property of
Equinox.  You further agree to turn over
immediately to Equinox any such material in Your possession at such time as
Your employment is terminated.


 


(b)                                 You
agree that, during Your employment and for a period of twelve (12) months
immediately following termination of Your employment, You will not, without
Equinox’s prior written consent, directly or indirectly, own, manage, be
employed by, operate, consult for or participate in, or be connected as an
officer, employee, partner, or otherwise with any fitness club within a twelve
(12) block radius of Equinox or any of its affiliates’ facilities; provided
however that, in the event that Your employment is terminated by Equinox
without cause, the period of time of your non-compete will be the same as the
equivalent number of months during which You receive severance pay as described
more fully in paragraph 3(c). 
Notwithstanding the foregoing, the parties agree that You will be
released from the terms of the preceding non-compete provision in the event
that Equinox fails to fulfill any of its financial obligations under the Offer
Letter or this letter agreement. You also agree that, during Your employment
and for a period of  twelve (12) months
immediately following termination of Your employment, You will not in any
manner, directly or indirectly, disparage Equinox or its employees and
operations in any way. You further agree that, during Your employment and for a
period of  twelve (12) months immediately
following termination of Your employment, You will not in any manner, directly
or indirectly, encourage, induce or attempt to induce any person who is then or
was (within six (6) months before the date of such inducement) an employee
or consultant of Equinox to alter or terminate his or her employment or consultation
with Equinox or otherwise solicit, attempt to hire or hire any such employee or
consultant.  If the period of time or
area herein specified should be adjudged unreasonable in any court proceeding,
then the period of time shall be reduced by such number of months or the area
shall be reduced geographically, or both, so that this covenant may be enforced
during such period of time and in such areas as are adjudged to be reasonable.


 


(c)                                  Equinox
agrees that, in the event that Your employment is terminated by Equinox, You
will be entitled to receive severance pay equal to six months of base salary,
paid out in accordance with the Company’s normal payroll schedule, plus one
additional month of salary continuation for each year you had been employed
with Equinox prior to Your termination. 
The amount of such severance pay shall be no more than fifteen months of
Your effective base salary at the time of termination, less any applicable
deductions as required by law.  In the event that You are
terminated for cause, Equinox is not obligated to make any severance
payment.  For the purposes of this
Agreement, “cause” shall be deemed to exist if:


 


(i)                      You
are terminated for embezzlement of corporate funds;


(ii)                   You
enter a business or employment that Equinox reasonably determines to be
detrimentally competitive with the business of Equinox and substantially
injurious to the financial interests of Equinox;


(iii)                You willfully refuse to perform
services consistent with Your position;


 





















 


(iv)               You
engage in acts of dishonesty or fraud in connection with Your employment; or


(v)                  You
engage in acts of misconduct of such nature that Your continued employment
could reasonably be expected to adversely affect the business or properties of
Equinox.


 


For the purposes of
determining “cause” in subparagraphs 3(c)(ii), 3(c)(iii) and 3(c)(v) above,
You will have thirty (30) days, after written notice from Equinox’s Board of
Directors, to remedy the reason(s) given by the Board in such notice for the
assertion of a “cause” event.  If You
fail to remedy the reason(s) within such thirty (30) day period, Equinox may
terminate You for cause.


 


(d)                                 You
agree that, upon a breach, threatened breach or violation by You of any of the
foregoing provisions of this paragraph 3, Equinox, in addition to all other
remedies, shall be entitled as a matter of right to injunctive relief in any
court of competent jurisdiction without being required to post bond or other
security and without having to prove the inadequacy of the available remedies
at law, to enjoin and restrain You and each and every other person,
partnership, association, corporation or organization concerned therein, from
the continuance of any action constituting such breach.


 


4.                                       NOTICES


 


Any and all notices or
other communications given under this Agreement shall be in writing and shall
be deemed to have been duly given on the date of delivery, if delivered in
person, or four (4) days after mailing, if mailed within the continental
United States, postage prepaid, by certified or registered mail, return receipt
requested, to the party entitled to receive the same at his or its address
first set forth above.  We may designate
by notice to each other any new address for the purposes of this Agreement as provided
in this paragraph 4.


 


5.                                       MISCELLANEOUS
PROVISIONS


 


(a)                                  This
instrument, in conjunction with the Offer Letter, represents the entire
Agreement between us and supersedes any prior agreement or understanding with
respect to the subject matter hereof.  In
the event that a conflict arises between this Agreement and the Offer Letter,
the Offer Letter will govern.  No
provision hereof may be amended, modified, terminated or revoked except by a
writing signed by both of us.


 


(b)                                 This
Agreement will be governed by, and construed and enforced according to, the
laws of the State of New York without regard to its conflicts of law rules.


 


(c)                                  No
waiver of any breach or default hereunder shall be considered valid unless in
writing, and no such waiver shall be deemed the waiver of subsequent breach or
default of the same or similar nature.


 


(d)                                 If
any provision of this Agreement shall be held invalid or unenforceable, such


 





















 


invalidity or
unenforceability shall affect only such provision and shall not in any manner
affect or render invalid or unenforceable any other severable provision of this
Agreement, and this Agreement shall be carried out as if any such invalid or
unenforceable provision were not contained herein.


 


(e)                                  We
agree that we will each take such action and execute and deliver such documents
as may be reasonably necessary to fulfill the terms of this Agreement.


 


(f)                                    The
agreements and covenants set forth in Paragraph 3 above shall survive
termination and expiration of this Agreement for the various time periods
specified therein.


 


If this letter accurately
sets forth the terms of our agreement, please countersign the enclosed copy and
return it to us.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  EQUINOX HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
  /s/ Joel S. Greengrass

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Joel S. Greengrass

  
	
   

  
	
  Accepted and Agreed to
  this

  
	
  14th day of
  March 2005

  
	
   

  
	
  /s/ Larry M. Segall

  	
   

  
	
   

  	
   

  
	
  Larry M. Segall