EX-10.23



 Exhibit 10.23 
 Amended and Restated 
 Non-Employee Director Compensation Plan

 1. The following non-employee Board members will receive the following annual retainer: 

(a) The non-executive chairman of the Board will receive a $100,000 annual retainer; 

(b) Each non-employee Board member (other than the non-executive chairman of the Board) will receive a $60,000 annual retainer;

 (c) The chairman of the Audit Committee will receive an additional $15,000 annual retainer; 

(d) The chairman of the Compensation Committee will receive an additional $7,500 annual retainer; and 

(e) Each chairman of each Committee of the Board (other than the chairman of the Audit Committee and the chairman of the Compensation
Committee) will receive an additional $6,000 annual retainer. 
 2. The annual retainer amounts set forth above shall be payable quarterly in
arrears on the fifth business day prior to the end of each calendar quarter. For each year, any such Board member may elect (by giving written notice to the Company on or before the first business day of the applicable calendar year) to receive such
annual retainer in the form of shares of Common Stock of the Company, payable quarterly in arrears on the fifth business day prior to the end of each calendar quarter under the Town Sports International Holdings, Inc. 2006 Stock Incentive Plan, as
amended (the “Plan”) (with the value of such shares of Common Stock being the Fair Market Value (as defined in the Plan) thereof on the fifth business day before the end of each calendar quarter). Notwithstanding the preceding
sentence, any Board member who has so elected to receive such annual retainer in the form of shares of Common Stock of the Company may revoke such election for the balance of such calendar year by giving written notice to the Company at any time
when such Board member is otherwise eligible to purchase and sell shares of Common Stock of the Company pursuant to the Company’s then existing trading policies and procedures with respect to such purchases and sales. This annual retainer will
be pro-rated for any partial year. 
 4. Each non-employee Board member will receive an annual award of Common Stock on the third Wednesday
of each calendar year as follows, with each award being fully vested as of the award date, and will otherwise be subject to the terms of the Plan: 
 (a) Chairman of the Board: Shares with a Fair Market Value (as defined in the Plan) of $45,000 on the award date 
 (b) Other non-employee Board member: Shares with a Fair Market Value (as defined in the Plan) of $40,000 on the award date 
 Additional grants may be made from time to time. 
 5. Each new non-employee Board member
joining the Board will receive an initial award of shares of Common Stock with a Fair Market Value (as defined in the Plan) of $40,000 on the award date, which shares shall be fully vested as of the award date. Each new non-employee Board member
will be eligible in the following year to receive the annual award of Common Stock referred to in Section 4 above. 
 6. No member of
the Board will receive any fees for attending any meetings of the Board or its committees. 
 7. Each non-employee Board member and each
member of a Board committee will be reimbursed for any out-of-pocket expenses reasonably incurred by him or her in connection with services provided in such capacity. 







 8. Each non-employee Board member shall be required to hold shares of Common Stock with a Fair Market Value
(as defined in the Plan) equal to four (4) times the amount of the annual cash retainer payable to directors as set forth in Section 1(b) above. All shares of Common Stock bought by the director or an immediate family member residing in
the same household, all shares held in trust for the benefit of the director or his or her family, and all shares granted under the Company’s equity compensation plans shall count towards the satisfaction of these requirements. 

Each non-employee Board member shall be required to attain such ownership within five years of joining the Board, or in the case of
directors serving as of January 1, 2013, by January 1, 2018, and to continue to meet such requirements as of every December 31 of each successive year. If, following the fifth anniversary of joining the Board (or January 1, 2018
in the case of directors serving as of January 1, 2013), the Fair Market Value (as defined in the Plan) of the Common Stock decreases such that the director is no longer in compliance with these requirements, the director shall not be required
to acquire any additional shares of Common Stock. 
 In the event that a director fails to comply with these share ownership
requirements, he or she shall be required to tender his or her resignation from the Board, in which case the Board shall, in its discretion, determine whether or not to accept such resignation.