Exhibit 10.2
March 14, 2005
Mr. Larry M. Segall
12 Escher Drive
Marlboro, New Jersey 07746
Re:
Non-Disclosure and
Non-Competition Agreement
Dear Larry:
This will confirm the terms of the
agreement between Equinox Holdings, Inc. with offices at 895
Broadway, New York, New York (“Equinox”) and
Mr. Larry M. Segall (“You” and “Your”)
regarding the protection of Confidential Information and certain
restrictions on Your competing with Equinox.
1.
GENERAL
Equinox agrees to employ You, and
You agree to be employed by Equinox as Executive Vice President and
Chief Financial Officer for Equinox’s consolidated businesses
pursuant to the terms and provisions of the offer letter dated
March 14, 2005 (the “Offer Letter”). Your
employment relationship with Equinox will be on an “at
will” basis, and either Equinox or You may terminate the
employment for any reason and at any time, without
notice.
2.
WORKS FOR HIRE
You agree that all work products
including, but not limited to, patents, copyrights, product
developments, service developments, ideas and concepts created by
You during Your employment and which relate to the business of
Equinox shall remain the exclusive property of Equinox.
3.
CONFIDENTIALITY AGREEMENT AND
RESTRICTIVE COVENANTS
(a)
You recognize and acknowledge that
the lists and files relating to Equinox’s members, prospects,
employees, independent contractors and suppliers as well as its
business plans, policies, operating procedures and financial
information (including operating budgets) concerning Equinox or its
shareholders and affiliates (collectively, “Confidential
Information”), as same may exist from time to time, are
valuable, special and unique assets of Equinox’s
business. You agree that, except as required by law, You will
not disclose Confidential
Information to any person, firm, corporation,
association or other entity for any reason or any purpose at all
and that You will not use such Confidential Information for Your
own benefit or the benefit of any third party(s). You also
agree that all equipment, records, files, memoranda, computer
printouts and data, reports, correspondence and the like, relating
to the business of Equinox, that You might use or prepare or with
which You might come into contact, shall remain the sole property
of Equinox. You further agree to turn over immediately to
Equinox any such material in Your possession at such time as Your
employment is terminated.
(b)
You agree that, during Your
employment and for a period of twelve (12) months immediately
following termination of Your employment, You will not, without
Equinox’s prior written consent, directly or indirectly, own,
manage, be employed by, operate, consult for or participate in, or
be connected as an officer, employee, partner, or otherwise with
any fitness club within a twelve (12) block radius of Equinox or
any of its affiliates’ facilities; provided however that, in
the event that Your employment is terminated by Equinox without
cause, the period of time of your non-compete will be the same as
the equivalent number of months during which You receive severance
pay as described more fully in paragraph 3(c).
Notwithstanding the foregoing, the parties agree that You will be
released from the terms of the preceding non-compete provision in
the event that Equinox fails to fulfill any of its financial
obligations under the Offer Letter or this letter agreement. You
also agree that, during Your employment and for a period of
twelve (12) months immediately following termination of Your
employment, You will not in any manner, directly or indirectly,
disparage Equinox
