Exhibit
10.1


 


March 14, 2005


 


 


Mr. Larry M. Segall


12 Escher Drive

Marlboro, New Jersey 07746


 


Dear Larry:


 


It is my pleasure to
extend to you an offer for the position of Executive Vice President and Chief
Financial Officer for Equinox Holdings, Inc., the consolidated business of
Equinox Fitness Clubs comprising all of the businesses that carry the “Equinox”
brand name including the fitness clubs, management company and related products
or businesses (the “Company”).  As Chief
Financial Officer, you will report directly to the Chief Executive Officer of
the Company and will have duties consistent with the job description.  The position offered is full-time employment
at our corporate headquarters in New York City, beginning April 11, 2005.


 


Your employment is
subject to your execution of Equinox’s Non-Disclosure and Non-Competition
Agreement for senior executives, a copy of which is attached.  Your annual base salary will be $270,000.00,
payable in biweekly installments of $10,384.62. 
As additional compensation, you are eligible to receive an annual
performance incentive bonus as described more fully in Attachment 1 to this
letter.  As an inducement to accept this
offer of employment, the Company will grant you options to purchase up to
60,000 shares of the common stock of the Company at an exercise price equal to
the Fair Market Value at the next meeting Board of Directors, as described more
fully in a separate option agreement. 
Additionally, we will grant you options to purchase an additional 25,000
shares of the common stock of the Company on January 1, 2006, at an
exercise price equal to the Fair Market Value at that date. Your compensation
will be reviewed annually by the Compensation Committee of the Board of
Directors and may be increased but not decreased.


 


You will be eligible for
medical and dental benefits through our Executive Benefits Program beginning on
the first day of the month following three calendar months of employment. The
Company will reimburse you for your COBRA expenses during the period prior to
your eligibility for the Company program.


 


Additionally, after 1
year of employment you may elect to participate in the 401(k) plan with a 25%
employer matching contribution, up to 6%, which vests after two (2) years.  You are eligible for 4 weeks of paid vacation
per year.  You are also entitled to three
(3) complimentary memberships during your first year of employment
and  one (1) membership thereafter.


 





















 


If the terms of this
offer letter are acceptable to you, please indicate your agreement by
countersigning both originals of this letter and the Non-Disclosure and
Non-Competition Agreement, returning one copy of each to me.  On behalf of the Board of Directors and the
employees of Equinox, I wish to express my excitement in your joining the
Equinox team.


 


	
   

  	
  Sincerely yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Joel Greengrass

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Joel Greengrass

  
	
   

  	
   

  
	
  Agreed and Accepted:

  	
   

  
	
   

  	
   

  
	
  /s/ Larry M. Segall

  	
   

  	
   

  
	
   

  	
   

  
	
  Larry M. Segall

  	
   

  
				



 





















 


Attachment 1


 


Performance
Incentive Bonus Plan


Chief Financial
Officer


 


1.                                       The
performance incentive bonus will be based upon the Company’s earnings before
interest expense, income taxes and depreciation and amortization (“EBITDA”)
during any fiscal year.  Your bonus will
be prorated for 2005.


 


2.                                       Corporate EBITDA On an annual basis, the actual EBITDA
during the given fiscal year (as confirmed by the Company’s outside auditors)
will be compared with the amount of EBITDA forecast to be generated during such
period as outlined in the approved operating budget (“Goal”).


 


a.               If the actual
EBITDA is less than 90% of Goal, no performance bonus will be awarded.


 


b.              If the actual 2005
EBITDA is equal to or greater than 90% of Goal but less than 95% of Goal, a
performance bonus in the amount of $37,800.00 will be awarded.


 


c.               If the 2005 actual
EBITDA is equal to or greater than 95% of Goal but less than 100% of Goal, a
performance bonus incentive in the amount of $56,700.00 plus $7,560.00 for each
one percent (1%) in excess of 95% of Goal, subject to a maximum performance
bonus of $94,500.00 will be awarded.


 


d.              If the 2005 actual
EBITDA is greater than 100% of Goal, a performance bonus in the amount of
$94,500.00 plus $9,450.00 for each one percent (1%) in excess of 100% of Goal
will be awarded.


 


3.                                       Performance
incentive bonuses will be paid no later than April 10, 2006.