exv10w18



 






Exhibit 10.18




Amendment to Employment Agreement




     This Amendment to Employment Agreement (the “Amendment”), dated November 30, 2005, is between
Bally Total Fitness Holding Corporation (“Bally”), a Delaware corporation, and ___
(“Executive”).



W I T N E S S E T H





     WHEREAS, Bally and Executive have entered into that certain Employment Agreement dated
as of ___, 200___(the “Agreement”);




     WHEREAS, Bally and Executive desire to amend the Agreement on the terms and conditions
described herein.




     NOW, THEREFORE, for valuable consideration, the receipt of which is hereby
acknowledged, Bally and Executive hereby agree as follows:




	 	1.	 	Capitalized terms not defined herein shall have the meanings
ascribed to them in the Agreement;
	 
	 	2.	 	Subparagraph (i) of the definition of “Change in Control” in
Section 1 of the Agreement is amended to read in its entirety as follows:
	 
	 	 	 	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 generally in the election of directors (the
“Outstanding Company Voting Securities”); excluding, however, the following:
(1) any acquisition by the Company, (2) 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
(3) any acquisition by any corporation pursuant to a transaction which
complies with clauses (A), (B), and (C) of subsection (iii) of this Section
(i);
	 
	 	3.	 	Section 4(i) of the Agreement is amended to read in its
entirety as follows:
	 
	 	 	 	Life Insurance; Long-Term Disability Insurance. The Company shall
obtain at its expense (A) life insurance coverage on the life of the
Executive for each calendar year during the Term of Employment, providing a
death benefit to the Executive’s designated beneficiary or beneficiaries in
an amount equal to three (3) times the sum of the Executive’s annual Base
Salary rate in effect as of the last day of the immediately preceding
calendar year plus the amount of the Executive’s Annual Bonus paid in such
preceding calendar year and (B) long-term





 









 






	 	 	 	disability insurance in excess of the benefit provided by the Company’s
Group Insurance Plan for the Executive for each calendar year during the
Term of Employment, such that the Executive’s long-term disability benefit
totals an amount equal to 60% of the Executive’s annual Base Salary rate in
effect as of the last day of the immediately preceding calendar year. The
Executive is responsible for enrolling in the Company’s Group Insurance
Long-Term Disability Insurance Plan.





     Except as amended hereby, the Agreement shall remain in full force and effect, and as amended
the same is hereby affirmed and ratified.



     Bally and Executive have duly executed this Amendment as of the date written below.



	 	 	 	 	 
	Executive:	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 

	 	 	 	Date
	 
	 	 	 	 
	 
	 	 	 	 
	Bally Total Fitness Holding Corporation:	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 
	 	 
	 

	 	 	 	Date
	 
	 	 	 	 
	 
	 	 	 	 
	Its:
	 	 	 	 
	 

	 	 	 	 





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