Attached files
file | filename |
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10-K - FORM 10-K - TOWN SPORTS INTERNATIONAL HOLDINGS INC | y89835e10vk.htm |
EX-21 - EX-21: SUBSIDIARIES OF THE REGISTRANT. - TOWN SPORTS INTERNATIONAL HOLDINGS INC | y89835exv21.htm |
EX-32.1 - EX-32.1: CERTIFICATION. - TOWN SPORTS INTERNATIONAL HOLDINGS INC | y89835exv32w1.htm |
EX-32.2 - EX-32.2: CERTIFICATION. - TOWN SPORTS INTERNATIONAL HOLDINGS INC | y89835exv32w2.htm |
EX-31.1 - EX-31.1: CERTIFICATION. - TOWN SPORTS INTERNATIONAL HOLDINGS INC | y89835exv31w1.htm |
EX-31.2 - EX-31.2: CERTIFICATION. - TOWN SPORTS INTERNATIONAL HOLDINGS INC | y89835exv31w2.htm |
EX-23.1 - EX-23.1: CONSENT OF PRICEWATERHOUSECOOPERS LLP. - TOWN SPORTS INTERNATIONAL HOLDINGS INC | y89835exv23w1.htm |
Exhibit 10.25
Amended
and Restated
Non-Employee Director Compensation Summary
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
Companys 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