exv10w2



 






EXHIBIT 10.2




RESTRICTED STOCK AWARD AGREEMENT




     This Award Agreement is made as of                                          between BALLY TOTAL FITNESS HOLDING
CORPORATION, a Delaware corporation (the Company), and «Name», an employee of the Company or one or
more of its Affiliates (“Employee”).



     WHEREAS, the Company has heretofore adopted the Bally Total Fitness Holding Corporation
Employment Inducement Award Equity Incentive Plan, as amended (the “Plan”); and



     WHEREAS, the Company wishes to grant a Stock Award to the Employee, which shall be restricted
as provided herein (the “Award”); and



     WHEREAS, in accordance with and subject to the terms and provisions of the Plan, this Award
Agreement shall evidence the Award.



     NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, and for other
good and valuable consideration, the sufficiency of which is hereby acknowledged by the parties
hereto, the parties hereto hereby agree as follows:



     1. Grant of Award. The Company hereby grants to the Employee a restricted Stock Award
of an aggregate of «Shares» shares of the Common Stock, $0.01 par value, of the Company (the
“Shares”) on the terms and conditions set forth herein and in the Plan.



     2. Issuance of Shares. As soon as reasonably practicable after the payment by the
Employee of an amount equal to the aggregate par value of the Shares issuable under the Stock Award
and the delivery by the Employee to the Company of an executed stock power signed by the Employee
and suitable to the Board, the Shares shall be issued in the Employee’s name. Upon the issuance of
the certificate or certificates for the Shares, the Employee shall be a shareholder with respect to
the Shares and shall have all of the rights of a shareholder with respect to the Shares, including,
but not limited to, the right to vote the Shares and to receive dividends and other distributions
paid with respect to the Shares. The certificate or certificates for the Shares, together with the
executed stock power, shall be held by the Company in its



 









 




control for the account of the Employee until the restrictions set forth in Section 3 of this
Award Agreement lapse (at which time a certificate or certificates in respect of the appropriate
number of Shares shall be delivered to the Employee) or, if earlier, until the Shares are forfeited
to the Company and canceled as provided in Section 3 of this Award Agreement.




     3. Restrictions on Award. The Stock Award shall be subject to the following terms and
conditions:




     (a) In the event the Employee sells, exchanges, transfers, pledges, hypothecates or
otherwise disposes of (or purports or attempts to do any of the foregoing) any or all of
the Shares then held by the Company pursuant to Section 2 of this Award Agreement (including
any Shares issuable, but not yet issued) with respect to which the restrictions set forth in
this Section 3 have not lapsed in accordance with subsection (c) below, then all of such
disposed (or purportedly disposed) Shares shall be immediately forfeited to the Company
without notice and without consideration.




     (b) If (i) the termination of the Employee’s employment with the Company and all
Affiliates by the Company or any Affiliate for Cause (as defined below) occurs prior to
[date 4 years after date of grant], or (ii) the termination of the Employee’s employment
with the Company and all Affiliates by the Employee occurs prior to [date 4 years after date
of grant], then all of the Shares then held by the Company pursuant to Section 2 of this
Award Agreement with respect to which the restrictions set forth in this Section 3 have not
lapsed in accordance with subsection (c) below will be immediately forfeited to the Company
without notice and without consideration. For purposes of this Award Agreement, the term
“Cause” (I) shall have the same meaning as the Employee’s employment agreement with the
Company or a Affiliate assigns to such term; or (II) in the absence of such a written
employment agreement, shall exclude the Employee’s death or the Employee having become
“disabled” within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as
amended (the “Code”), and otherwise shall be determined by the Committee and shall include,
but not be limited to:




          A. the Employee’s fraud or dishonesty;




          B. the willful and continued failure of the Employee to perform



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substantially the Employee’s duties with the Company or its Affiliates (other than any
such failure resulting from incapacity due to physical or mental illness);




          C. the willful engaging by the Employee in illegal conduct or gross misconduct that is
injurious to the Company or its Affiliates; or




          D. the Employee’s conviction (including a plea of nolo contendere) of a felony or of a
crime involving moral turpitude.




     (c) Subject to the restrictions set forth in subsection (b) above, all restrictions set
forth in this Section 3 shall lapse on, and a certificate or certificates for those Shares
that have not already been distributed to the Employee shall, subject to the provisions of
Section 2 of this Award Agreement, be appropriately distributed to the Employee as soon as
reasonably practicable after the earlier of:




          (i) four years from the date of issuance, which is
[date];




          (ii) a Change in Control of the Company (as defined below);




          (iii) the Employee’s death; or




          (iv) the Employee having become “disabled” within the meaning of Section 22(e)(3) of
the Code.




     (d) In the event the Employee’s employment with the Company and all
Affiliates is terminated by the Company other than for Cause prior to the
projected vesting date described in subsection (c) above, all restrictions
shall be removed, and any certificate or certificates for Shares held by the
Company in respect of the Employee pursuant to Section 2 of this Award
Agreement shall be delivered to the Employee.




     (e) “Change in Control” shall mean the happening of any of the
following events:




(i) An acquisition by any individual, entity, or group (within the meaning
of Sections 13(d)(3) or 14(d)(2) of the Exchange Act (an “Entity) of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act), of 50% or more of either (A) the then-outstanding shares of
common stock of the Company (the “Outstanding Company Common Stock”), or (B)
the combined voting power of the then-outstanding voting securities of the
Company entitled to vote



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generally in the election of the directors (the “Outstanding Company Voting
Securities”); excluding, however, the following: (x) any acquisition by the
Company, (y) any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation controlled by, or
under common control with, the Company or (z) any acquisition by any
corporation pursuant to a transaction which complies with clauses (A), (B)
and (C) of subsection (iii).




(ii) A change in the composition of the Board such that the individuals who,
as of December 2, 2005, constitute the Board (such Board shall be
hereinafter referred to as the “Incumbent Board”) cease for any reason to
constitute at least a majority of the Board; provided,
however, that for purposes of this definition, any individual who
becomes a member of the Board subsequent to December 2, 2005, whose
election, or nomination for election, by the Company’s stockholders was
approved by a vote of at least a majority of those individuals who are
members of the Board and who were also members of the Incumbent Board (or
deemed to be such pursuant to this provision), shall be considered as though
such individual were a member of the Incumbent Board; and provided
further, however, that any such individual whose initial
assumption of office occurs as a result of or in connection with either an
actual or threatened election contest (as such terms are used in Rule 14a-11
of the Regulation 14A promulgated under the Exchange Act) or other actual or
threatened solicitation of proxies or consents by or on behalf of an Entity
other than the Board shall not be considered as a member of the Incumbent
Board;




(iii) The consummation of a merger, reorganization, consolidation, or sale
or other disposition of all or substantially all of the assets of the
Company other than a transaction which results in (A) all or substantially
all of the stockholders of the Company who were beneficial owners of the
Outstanding Common Stock or Outstanding Company Voting Securities
immediately prior to such transaction beneficially owning immediately after
the transaction more than 60% of the outstanding shares of common stock and
the combined voting power of the then-outstanding voting securities of the
corporation resulting from such transaction (including, without limitation,
a corporation or other person which as a result of such transaction owns the
Company or all or substantially all of the Company’s assets either directly
or through one or more subsidiaries (a “Parent Company”) in substantially
the same proportions as their ownership, immediately prior to such Corporate
Transaction, of the Outstanding Company Common Stock and Outstanding Company
Voting Securities, as the case may be); (B) no Entity (other than the
Company, any employee benefit plan (or related trust) of the Company, the
Corporation resulting from the transaction or, if reference was made to a
Parent Company for purposes of determining whether (A) was satisfied in
connection with the applicable transaction, such Parent Company)
beneficially owning directly or indirectly 20% or more of the outstanding shares of common stock of



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the corporation resulting from such transaction or the combined voting power
of the outstanding voting securities of such corporation entitled to vote
generally in the election of directors unless such ownership resulted solely
from ownership of securities of the Company prior to the transaction and (C)
individuals who were members of the Incumbent Board immediately after the
consummation of the transaction constituting at least a majority of the
members of the board of directors of the corporation resulting from such
transaction.




(iv) A liquidation or dissolution of the Company.



     4. Taxes. The Company shall have the right to deduct, from any amounts payable at
anytime to the Employee, the amount of any taxes that the Company or any Affiliate is or will be
required by law to withhold, as and when required by law, with respect to the Shares received or to
be received by the Employee pursuant to the Stock Award. The Company shall have the right to
require a person entitled to receive Shares pursuant to this Award Agreement to pay the Company the
amount of any taxes that the Company is or will be required to withhold with respect to such Shares
before the certificate or certificates for such Shares are delivered pursuant to the Stock Award.



     5. Delivery of Shares upon Exercise. Delivery of certificates for Shares pursuant to
the Stock Award may be postponed by the Company for such period as may be required for it with
reasonable diligence to comply with any applicable requirements of any federal, state or local law
or regulation or any administrative or quasi-administrative requirement applicable to the sale,
issuance, distribution or delivery of such Shares. The Committee may, in its sole discretion,
require a person entitled to receive Shares pursuant to this Award Agreement to furnish the Company
with appropriate representations and a written investment letter prior to the delivery of any
Shares pursuant to the Stock Award.



     6. Incorporation of Provisions of the Plan. All of the provisions of the Plan
pursuant to which the Stock Award is granted are hereby incorporated by reference and made a part
hereof as if specifically set forth herein, and to the extent of any conflict between this Award
Agreement and the terms in the aforesaid Plan, the Plan shall control. To the extent any
capitalized terms are not otherwise defined herein, they shall have the meaning set forth in the
Plan.



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     7. Invalidity of Provisions. The invalidity or unenforceability of any provision of
this Award Agreement as a result of a violation of any state or federal law, or of the rules or
regulations of any governmental regulatory body or any securities exchange, shall not affect the
validity or enforceability of the remainder of this Award Agreement.



     8. Waiver and Modification. The provisions of this Award Agreement may not be waived
or modified unless such waiver or modification is in writing and signed by the parties hereto.



     9. Interpretation. All decisions or interpretations made by the Committee with regard
to any question arising under the Plan or this Award Agreement shall be binding and conclusive on
the Company, the Employee and any other interested parties.



     10. Multiple Counterparts. This Award Agreement may be signed in multiple
counterparts, all of which taken together shall constitute an original agreement. The execution by
one party of any counterpart shall be sufficient execution by that party, whether or not the same
counterpart has been executed by any other party.



     11. Governing Law. This Award Agreement shall be governed by the laws of the State of
Delaware.



     IN WITNESS WHEREOF, the Company has caused this Award Agreement to be executed by its duly
authorized officer, and the Employee has hereunto set his or her hand, all as of the day and year
first written above.



	 	 	 	 	 	 	 
	 	 	BALLY TOTAL FITNESS HOLDING CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 	 	Its: TITLE	 	 
	 
	 	 	 	 	 	 
	 	 	EMPLOYEE	 	 
	 
	 	 	 	 	 	 
	 	 	 
	 	 






	 	 	 	 	 	 	 
	 

	Social Security Number:	 	 	 	 
	 

	 	 

	 	 







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