exv10w25









    Exhibit 10.25



 




    Amended
    and Restated

    Non-Employee Director Compensation Summary



 



    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 $50,000
    annual retainer;



 



    (c) The chairman of the Audit Committee will receive an
    additional $10,000 annual retainer; and



 



    (d) Each chairman of each Committee of the Board (other
    than the chairman of the Audit Committee) will receive an
    additional $5,000 annual retainer.



 



    2. The non-executive chairman shall not be the chairman of
    any committee of the Board.



 



    3. 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 existing non-employee Board member will receive an
    annual award of restricted 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: 2,500 shares



 



    (b) Other non-employee Board member: 1,667 shares



 



    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 1,667 shares of restricted
    stock, 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 restricted stock award
    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.



 




    Effective
    January 1, 2011