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Amended Non-Employee Director
Compensation Summary
1. Each
non-employee Board member will receive a $20,000 annual retainer,
payable quarterly in arrears on the fifth business day prior the
end of each calendar quarter. For each year, commencing in 2009,
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 the end of each 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.
2. The chairman
of the Audit Committee will receive an additional $10,000 annual
retainer, payable quarterly in arrears on the fifth business day
prior the end of each calendar quarter. For each year, commencing
in 2009, the chairman of the audit committee may elect (by giving
written notice to the Company on or before the first business day
of th
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