TOWN SPORTS INTERNATIONAL HOLDINGS INC
EX-10.1: LETTER AGREEMENT
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<TYPE>EX-10.1
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<FILENAME>y40641exv10w1.htm
<DESCRIPTION>EX-10.1: LETTER AGREEMENT
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<DIV align="right" style="font-size: 10pt; margin-top: 12pt">Exhibit&nbsp;10.1
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<DIV align="right" style="font-size: 10pt; margin-top: 12pt">October&nbsp;4, 2007
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Mr.&nbsp;Robert Giardina<BR>
c/o Town Sports International Holdings, Inc.<BR>
5 Penn Plaza<BR>
New York, NY 10001

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Dear Bob:

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This letter agreement confirms the terms that Town Sports International, LLC (the &#147;<B>Company</B>&#148;)
is offering you in connection with your resignation from the employ of the Company and its
affiliates and from all officer and director positions that you currently hold with the Company and
its affiliates other than as a director of Town Sports International Holdings, Inc. (&#147;<B>TSI
Holdings</B>&#148;).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;<U>Resignation Date</U>. The effective date of your resignation from the employ of the
Company and its affiliates in all capacities (other than as a director of TSI Holdings) shall occur
on October&nbsp;31, 2007 (the &#147;<B>Resignation Date</B>&#148;). During the period through the Resignation Date, you
shall continue to perform the duties associated with your position and shall receive your base
salary at the rate in effect on the date hereof, participate in the Company&#146;s benefit plans in
accordance with their terms and your options to purchase TSI Holdings common stock shall remain
outstanding and continue to vest. You shall be paid for any accrued, but not taken, PTO (personal
time off) days in accordance with the Company&#146;s prevailing payroll practices.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;<U>Severance Benefits.</U> In return for your execution and delivery of this Agreement,
and subject to the terms of this Agreement:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The Company shall continue to pay you your base salary (at the rate in effect on the
Resignation Date) for a period commencing on the Resignation Date and ending on March&nbsp;15, 2008 (the
&#147;<B>Severance Period</B>&#148;), as severance, payable in accordance with the Company&#146;s prevailing payroll
practices; provided, however, that the last installment of severance shall be in respect of a full
month of base salary for the month of March&nbsp;2008.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;You shall be entitled to receive the annual bonus under the terms of the Company&#146;s Bonus
Plan for 2007 that you would have received had you remained in the employ of the Company through
the payment date of such 2007 bonus, which amount shall be payable at such time as bonuses are paid
to the Company&#146;s employees generally.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The Company shall continue (or provide comparable substitute coverage) your health and
dental coverage, and continue to pay that portion of the premium that it pays for active employees
at such times as the Company makes such payments for its active employees until the earlier of
December&nbsp;31, 2012 and the date on which you are eligible for coverage under another comparable
plan. You agree to promptly notify the Company in writing in the event that you are eligible for
coverage under another such plan. This period shall run concurrently with
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">the Company&#146;s obligations pursuant to COBRA and the Company may require you to elect COBRA for
the applicable period.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;During the Severance Period, each of you, your wife (April) and two daughters (Allison and
Jennifer) may continue a Passport Membership at no cost (provided however that such memberships
shall cease in the event you commence employment or a consulting role with a competitor of the
Company or in the event of your material breach of this Agreement). The aforementioned membership
is subject to all of the Company&#146;s rules, regulations and policies currently in effect and as may
be amended from time to time (the &#147;Rules&#148;).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;During the Severance Period, you agree to be available to the Company to provide certain
consulting and advisory services at such times as may be reasonably requested by the Company. The
Company will reimburse you for any reasonable out-of-pocket expenses incurred by you in connection
with the performance of such services, <U>provided</U> that such expenses shall not be required to
be incurred by you, and shall not be reimbursed, unless such expenses have been approved in writing
in advance by the Chief Executive Officer or Chief Financial Officer of the Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;<U>Consulting Engagement</U>.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;You hereby agree to serve, and the Company hereby agrees to retain you, as a consultant to
the Company for the period (the &#147;<B>Consulting Period</B>&#148;) beginning April&nbsp;1, 2008 through and including
March&nbsp;31, 2009, provided that the Consulting Period may be terminated prior to the aforementioned
expiration date by either party upon 30&nbsp;days prior written notice without any further liability.
Your services hereunder during the Consulting Period will consist of such consulting and advisory
services, and will be provided at such times, as may be reasonably requested from time to time by
the Company. The Company will reimburse you for any reasonable out-of-pocket expenses incurred by
you in connection with the performance of such consulting and advisory services, <U>provided</U>
that such expenses shall not be required to be incurred by you, and shall not be reimbursed, unless
such expenses have been approved in writing in advance by the Chief Executive Officer or Chief
Financial Officer of the Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;In consideration for the consulting services to be performed hereunder and for entering in
the Release, the Company will pay you a monthly fee of five thousand dollars ($5,000). Such
payments shall commence on April&nbsp;30, 2008 and shall be payable in arrears on the last day of each
month, pro rated for the number of days elapsed in any month in which the Consulting Period is
earlier terminated. In addition, during the Consulting Period, each of you, your wife (April) and
two daughters (Allison and Jennifer) may continue a Passport Membership at no cost (provided
however that such memberships shall cease in the event you commence employment or a consulting role
with a competitor of the Company or in the event of your material breach of this Agreement). The
aforementioned membership is subject to all of the Rules.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;You understand that, as a consultant, you will not be entitled to receive benefits
available to Company employees, including, but not limited to, health, dental, life and disability
insurance and participation in any 401(k) plan except by virtue of Section&nbsp;2 above. In addition,
you shall be responsible for the payment of taxes and the Company shall not withhold any
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">amounts in satisfaction of such taxes, unless required to do so by law. You further agree
that if any portion of the consulting fee is deemed by the Internal Revenue Service, or any other
federal or state governmental agency, to be taxable and to have been subject to withholding, you
will pay all taxes, as well as all penalties and interest, the Company is found to owe and you will
indemnify, defend and hold the Company harmless with respect to any claims, demands, actions or
causes of action relating to liability for, and/or collection of, any such taxes, penalties and/or
interest.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;Nothing contained in this Agreement shall be construed as creating an agency relationship
between you and the Company and, without the Company&#146;s prior written consent, you shall have no
authority hereunder to bind the Company or make any commitments on the Company&#146;s behalf. You shall
not take any action in connection with the rendering of your services hereunder which you
reasonably believe would cause any third party to assume that you have such authority.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;<U>Release</U>.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;In consideration of the obligations contained in Section&nbsp;2 of this Agreement and for other
valuable consideration, you (for yourself, your heirs, legal representatives, executors or
administrators (collectively, your &#147;<B>Representatives</B>&#148;)) hereby release and forever discharge the
Company, TSI Holdings, their respective subsidiaries and affiliates and each of their respective
officers, employees, directors and agents (collectively, the &#147;<B>Released Parties</B>&#148;) from any and all
claims and rights which you may have against them, and you hereby specifically release, waive and
forever hold them harmless from and against any and all such claims, liability, causes of action,
compensation, benefits, damages, attorney fees, costs or expenses, of whatever nature or kind and
whether known or unknown, fixed or contingent, and by reason of any matter, cause, charge, claim,
right or action whatsoever, which have arisen at any time up to and including the date of execution
of this Agreement, including, but not limited to, those arising during or in any manner out of your
employment with, or your resignation from, the Company, or anything else that may have happened up
to and including the day you sign this Agreement. The rights, claims, causes of action, and
liabilities that you are releasing and waiving include, but are not limited to, those that concern,
relate to, or might arise out of the following: salary, overtime, bonuses, equity and severance
arrangements, benefit plans; and commissions; tort; breach of express or implied contract or
promise; harassment, intentional injury or intentional tort, fraud, misrepresentation, battery,
assault, defamation, breach of fiduciary duty, tort or public policy claims, whistleblower claims,
negligence (including negligent hiring, retention and/or supervision), wrongful or retaliatory
discharge, infliction of emotional injury, or any other facts or claims; retirement, stock option
or any other benefits; the Fair Labor Standards and the Equal Pay Acts (29 U.S.C. &#167;201, 29 U.S.C.
&#167;206(d), et seq.); the Age Discrimination in Employment Act (ADEA) (29 U.S.C. &#167;621, et seq.); Title
VII of the Civil Rights Act of 1964 (42 U.S.C. &#167;2000e, et seq.); ERISA (the Employee Retirement
Income Security Act of 1974 (29 U.S.C. &#167;1001, et seq.) other than any vested ERISA benefit; COBRA
(the Consolidated Omnibus Budget Reconciliation Act of 1986, 29 U.S.C. &#167;21161, et seq.); the
federal WARN Act; the American with Disabilities Act (42 U.S.C. &#167;12101, et seq.); the National
Labor Relations Act and the Labor Management Relations Act, 29 U.S.C. &#167;141 et seq.; the Family and
Medical Leave Act (29 U.S.C. &#167;2601, et seq.); the United States Constitution; the Civil Rights Act
of 1991; the
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Civil Rights Acts of 1866 or 1871 (42 U.S.C. &#167;&#167;1981,1983,1985, et seq.); retaliation under any
federal, state, or local law; any claims for costs or attorney fees; the fair employment practices
(FEP)&nbsp;laws and employment-related laws of any federal, state, or local jurisdiction (including the
New York State Human Rights Law, New York Administrative Code), and any other federal, state, city,
county or other common law, law, or ordinance, including but not limited to those where you work
and/or reside.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Notwithstanding the foregoing, the release set forth in Section 4(a) and the release
referenced in Section&nbsp;4(e), shall not apply to (i)&nbsp;the obligations of the Company under this
Agreement, (ii)&nbsp;your vested benefits under the Company&#146;s 401(k) plan, (iii)&nbsp;your rights as a
director of TSI Holdings and (iv)&nbsp;the Company&#146;s obligations under the 2004 Option (as defined and
set forth below in Section&nbsp;5). You further agree that the payments and benefits described in this
Agreement shall be in full satisfaction of any and all claims for payments or benefits, whether
express or implied, that you may have against the Company, TSI Holdings or any of their respective
subsidiaries or affiliates arising out of your employment relationship, your service as an employee
or officer of the Company, TSI Holdings or any of their respective subsidiaries or affiliates and
your resignation therefrom. You hereby acknowledge and confirm that you are providing the release
and discharge set forth in this Section&nbsp;4 only in exchange for consideration in addition to
anything of value to which you are already entitled.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;You represent and agree that you have not filed any lawsuits against any Released Party,
or filed or caused to be filed any charges or complaints against any Released Party with any
municipal, state or federal agency charged with the enforcement of any law. Pursuant to and as a
part of your release and discharge of the Released Parties, you agree, to the maximum extent
permitted by applicable law, not to sue or file a charge or complaint against any Released Party in
any forum or assist or otherwise participate willingly or voluntarily in any claim, suit, action,
investigation or other proceeding of any kind which relates to any matter that involves any
Released Party, and that occurred up to and including the date of your execution of this Agreement,
unless as required to do so by court order, subpoena or other directive by a court, administrative
agency or legislative body, other than to enforce this Agreement. With respect to the claims you
are waiving herein, you are waiving any right to receive money or any other relief in any action
instituted on your behalf by any other person, entity or government agency.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;Nothing in this release shall affect the Company and TSI Holdings&#146; obligation to
indemnify, defend and hold you harmless to the fullest extent allowable by applicable law and their
respective charter and by-laws with respect to your acts or omissions in your capacity as a
director or officer of the Company, TSI Holdings and their respective subsidiaries and affiliates.
The Company shall continue to maintain directors and officers liability insurance with respect to
actions or omissions by you as an officer or director of TSI Holdings, the Company (or any of its
subsidiaries) to the fullest extent permitted by law in the same manner that it maintains such
insurance for other officers and directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;As a further condition to the payments under Section&nbsp;2, you shall be required to execute a
release of claims through the Resignation Date in substantially the form of this Section&nbsp;4.
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;<U>Options</U>. Your options to purchase TSI Holdings common stock granted on February&nbsp;4,
2004 (the &#147;2004 Option&#148;) pursuant to the 2004 Stock Option Plan, to the extent vested as of the
Resignation Date, shall remain outstanding for the post-termination exercise period specified in
the applicable option agreement (until 90&nbsp;days after the Resignation Date). Such vested options
will expire at the conclusion of such post-termination exercise period to the extent not previously
exercised. That portion of the 2004 Option that is unvested shall be forfeited on the Resignation
Date without any payment. Notwithstanding anything to the contrary contained in the 2006 Stock
Incentive Plan or the applicable option agreement, the options to purchase 50,000 shares of TSI
Holdings common stock granted to you on August&nbsp;7, 2007 shall be forfeited without any payment made
therefor.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;<U>Club Membership.</U> Commencing at the conclusion of the Consulting Period (but in no
event prior to May&nbsp;1, 2008), each of you, your wife (April) and two daughters (Allison and
Jennifer) may continue a lifetime Passport Membership at no cost (provided however that such
memberships shall cease in the event you commence employment or a consulting role with a competitor
of the Company or in the event of your material breach of this Agreement). The aforementioned
membership is subject to all of the Rules.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;<U>No Other Compensation or Benefits; Director Compensation</U>. Except as
otherwise specifically provided herein or by virtue of your service on the Board of Directors of
TSI Holdings, you shall not be entitled to any compensation or benefits or to participate in any
past, present or future employee benefit programs or arrangements of the Company, TSI Holdings or
any of their respective subsidiaries or affiliates on or after the Resignation Date. In addition,
you acknowledge and agree that during the Severance Period and Consulting Period, you shall not be
entitled to receive compensation as a non-employee director. Following the expiration or earlier
termination of the Consulting Period, you shall be eligible for compensation as a non-employee
director in accordance with the compensation practices of TSI Holdings as they are in effect from
time to time.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;<U>Return of Company Property.</U> On or prior to the Resignation Date, you agree to
deliver to the Company all Company property and equipment in your possession or control, including,
but not limited to, any and all records, manuals, customer lists, notebooks, computers, computer
programs and files, Company credit cards, papers, electronically stored information and documents
kept or made by you in connection with your employment and you shall not retain any copies thereof.
You also agree to leave intact all electronic Company documents, including those that you
developed or helped develop. You are required to return all such property whether or not you sign
this Agreement. Notwithstanding the foregoing, you shall be permitted to retain the cell phone
(and number) provided by the Company, at your expense after the Resignation Date.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.&nbsp;<U>Breach</U>. You acknowledge and agree that, notwithstanding any other provision of
this Agreement, in the event you breach this Agreement, the Company is entitled to appropriate
injunctive relief (which shall also apply to threatened breaches of this Agreement) and retains the
right to recoup any and all payments and benefits provided for in this Agreement, any damages
suffered by the Company, plus reasonable attorneys&#146; fees incurred in connection with such recovery
and, to the extent that such payments and/or benefits have not been fully made to you, the Company
reserves its rights to stop all such future payments and/benefits. You agree that in
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">the event you bring a claim covered by the release in Section&nbsp;4 (including the release
described in Section&nbsp;4(e)) in which you seek damages against the Company or any other Released
Party or in the event you seek to recover against any of such entities in any claim brought by a
governmental agency on your behalf, this Agreement shall serve as a complete defense to such
claims.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.&nbsp;<U>Waiver of Rights.</U> No delay or omission by the Company in exercising any right
under this Agreement shall operate as a waiver of that or any other right. A waiver or consent
given by the Company on any one occasion shall be effective only in that instance and shall not be
construed as a bar or waiver of any right on any other occasion.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.&nbsp;<U>Nondisclosure of Confidential Information.</U>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;You acknowledge and agree that in the course of your employment with the Company, you have
acquired certain Confidential Company Information which you knew or understood was confidential or
proprietary to the Company and which, as used in this Agreement, means: information belonging to or
possessed by the Company which is not available in the public domain, including, without limitation
(i)&nbsp;information received from the customers, suppliers, vendors, employees or agents of the Company
under confidential conditions; (ii)&nbsp;customer and prospect lists, and details of agreements and
communications with customers and prospects; (iii)&nbsp;sales plans and projections, product pricing
information, acquisition, expansion, marketing, financial and other business information and
existing and future products and business plans of the Company; (iv)&nbsp;the Company&#146;s confidential
accounting, tax, or financial information, results, procedures and methods; (v)&nbsp;information
relating to existing claims, charges and litigations; (vi)&nbsp;sales proposals, demonstrations systems,
sales material; and (vii)&nbsp;employee information (including, but not limited to, personnel, payroll,
compensation and benefit data and plans), including all such information recorded in manuals,
memoranda, projections, reports, minutes, plans, drawings, sketches, designs, formula books, data,
specifications, software programs and records, whether or not legended or otherwise identified by
the Company as Confidential Information, as well as such information that is the subject of
meetings and discussions and not recorded. You understand that such Confidential Company
Information has been disclosed to you for the Company&#146;s use only. You understand and agree that
you (i)&nbsp;shall not disclose or communicate Confidential Company Information to any person or
persons; and (ii)&nbsp;shall not make use of Company Confidential Information on your own behalf, or on
behalf of any other person or persons. You shall give immediate notice to the Company if you are
ordered by a court or otherwise compelled by law to reveal any Confidential Company Information to
any third party. In view of the nature of your employment and the nature of the Company
Confidential Information you have had access to (and shall continue to have access to through the
Consulting Period), you acknowledge and agree that any unauthorized disclosure to any person or
persons of Company Confidential Information, or other violation or threatened violation of this
Agreement shall cause irreparable damage to the Company and that, therefore, the Company shall, in
addition to any other available remedy, be entitled to an injunction prohibiting you from any
further disclosure, attempted disclosure, violation or threatened violation of this Agreement.
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Nothing contained in Sections&nbsp;11, 12 and 13 of this Agreement is intended to limit your
fiduciary duties to TSI Holdings and its subsidiaries and your obligations under applicable
securities laws in your capacity as a director of TSI Holdings.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.&nbsp;<U>Non-Compete and Non-Solicitation</U>.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;In consideration of the payments and benefits received pursuant to this Agreement, you
agree that from the date hereof through two years following the later of (i)&nbsp;the end of the
Consulting Period and (ii)&nbsp;the conclusion of your service as a member of the Board of Directors
(the &#147;Restricted Period&#148;), you shall not directly or indirectly own, manage, control, participate
in, consult with, be employed by, render services for, or in any manner engage in, any business
competing directly or indirectly with the business as now or hereafter conducted by the Company or
the businesses which are logical extensions of the Company&#146;s current business, within any
metropolitan area in which the Company engages or has definitive plans to engage in such business
during the Consulting Period or the period in which you are a director of TSI Holdings; provided,
that you shall not be precluded from purchasing or holding publicly traded securities of any such
entity so long as you hold less than 2% of the outstanding units of any such class of securities
and have no active participation in the business of such entity. Notwithstanding the foregoing,
you hereby agree that you shall not directly or indirectly own, manage, control, participate in,
consult with, be employed by, render services for any competitor in the United States that had
revenues during the preceding year of at least $30&nbsp;million or any of the following entities:
Crunch, 24 Hour, Equinox, NY Health and Racquet Club, LA Fitness, Sports &#038; Health, Lifetime or
Bally&#146;s (or any of their successors) for three years following the later of (i)&nbsp;the end of the
Consulting Period and (ii)&nbsp;the conclusion of your service as a member of the Board of Directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;In consideration of the payments and benefits received pursuant to this Agreement, you
agree that through the Restricted Period, you shall not: (i)&nbsp;induce or attempt to induce any
employee or consultant of the Company to leave the employ or services of the Company, or in any way
interfere with the relationship between the Company and any employee or consultant thereof; or (ii)
hire any person who was an employee of the Company at any time during your employment period for a
position which would compete with the business of the Company in the Company&#146;s markets as of the
date hereof, except for such employees who have been terminated for at least six months.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;In consideration of the payments and benefits received pursuant to this Agreement, you
agree that through the Restricted Period, you shall not, directly or indirectly: (i)&nbsp;solicit or
attempt to enter into a contractual relationship with any customer, supplier, vendor, licensee,
franchisee or other business relation of the Company, which relationship will have an adverse
impact on the Company in a market in which the Company does business during the Consulting Period
or the period in which you serve as a director, without prior approval from the Company; or (ii)
induce or attempt to induce any customer, supplier, vendor, licensee, franchisor or other business
relation of the Company to cease doing business with the Company, or in any way interfere with the
relationship between any such customer, supplier, vendor, licensee, franchisor or business
relation, on the one hand, and the Company, on the other hand.
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13.&nbsp;<U>Non-Disparagement; Cooperation.</U>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;You understand and agree that as a condition for payment to you of the consideration
herein described, you, on your behalf and on behalf of your Representatives, shall not (and your
Representatives shall not) at any time engage in any form of conduct, or make any statements or
representations that disparage or otherwise impair the reputation, goodwill, or commercial
interests of the Company, its management, stockholders, subsidiaries, parents, and/or other
affiliates.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;From and after the Resignation Date, you shall (i)&nbsp;cooperate in all reasonable respects
with the Company and its affiliates and their respective directors, officers, attorneys and experts
in connection with the conduct of any dispute, action, proceeding, investigation or litigation
involving the Company or any of its affiliates, including, without limitation, any such dispute,
action, proceeding, investigation or litigation in which you are called to testify and (ii)
promptly respond to all reasonable requests by the Company and its affiliates relating to
information concerning the Company which may be in your possession. The Company shall, as a
condition to your obligations under this Section&nbsp;13(b), reimburse you for any reasonable out of
pocket expenses incurred as a result of such cooperation, provided that such expenses have been
approved in writing in advance by an executive officer of the Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.&nbsp;<U>Applicable Law.</U> This Agreement shall be interpreted and construed by the laws of
the State of New York, without regard to conflict of laws provisions. You hereby irrevocably
submit to and acknowledge and recognize the jurisdiction of the courts of the State of New York,
or, if appropriate, a federal court within New York (which courts, together with all applicable
appellate courts, for purposes of this agreement, are the only courts of competent jurisdiction),
over any suit, action or other proceeding arising out of, under or in connection with this
Agreement or the subject matter hereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.&nbsp;<U>Entire Agreement/Severability</U>. You understand and agree that this Agreement
contains the entire understandings and agreements between the parties hereto with respect to the
subject matter hereof. For avoidance of doubt, nothing contained herein shall have any effect on
your rights and obligations under the Registration Rights Agreement, dated February&nbsp;4, 2004, as
amended. The parties agree that this Agreement may not be modified, altered or changed except by a
written agreement signed by the parties, hereto. If any provision of this Agreement is held by a
Court to be invalid, the remaining provisions shall remain in full force and effect.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.&nbsp;<U>Acceptance.</U> You shall have twenty-one (21)&nbsp;days from the date set forth above to
consider the terms of this Agreement. In order to receive the benefits and payments provided for
by Section&nbsp;2 of this Agreement and for the Company to retain you as a consultant, you must execute
this Agreement and return it to the Company addressed to the Company, Attention: General Counsel,
at the address specified in Section&nbsp;22 so that it is received any time on or before the expiration
of the 21-day period. After executing the Agreement, you shall have seven (7)&nbsp;days (the
&#147;Revocation Period&#148;) to revoke it by indicating your desire to do so in writing addressed to and
received by the General Counsel at the address set forth in Section&nbsp;22 no later than the seventh
(7<SUP style="font-size: 85%; vertical-align: text-top">th</SUP>) day following the date you executed the Agreement. In the event you do not accept
this Agreement or in the event you revoke this Agreement during the Revocation
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Period, the obligations of the Company to make the payments and provide the benefits set forth
herein shall automatically be deemed null and void. No payments or benefits shall be paid or
provided under Section&nbsp;2 of this Agreement until the Resignation Date so long as you have signed
this Agreement, the Release attached hereto and the applicable Revocation Period has expired
without a revocation by you.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;17.&nbsp;<U>Voluntary Assent.</U> You affirm that you have read this Agreement, and understand
all of its terms, including the full and final release of claims set forth in Section&nbsp;4. You
further acknowledge that you have voluntarily entered into this Agreement; that you have not relied
upon any representation or statement, written or oral, not set forth in this Agreement; that the
only consideration for signing this Agreement is as set forth herein; that the consideration
received for executing this Agreement is greater than that to which you may otherwise be entitled;
and that this document gives you the opportunity and encourages you to have this Agreement reviewed
by your attorney and/or tax advisor. You also acknowledge that you have been given up to
twenty-one (21)&nbsp;days to consider this Agreement and that you understand that you have seven (7)
days after executing it to revoke it in writing, and that, to be effective, such written revocation
must be received by the Company within the seven (7)&nbsp;day Revocation Period.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;18.&nbsp;<U>No Admission</U>. Nothing contained in this Agreement, or the fact of its submission
to you, shall constitute or be construed as an admission of liability or wrongdoing by either
party.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;19.&nbsp;<U>Counterparts.</U> The Agreement may be executed in two (2)&nbsp;signature counterparts,
each of which shall constitute an original, but all of which taken together shall constitute but
one and the same instrument.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;20.&nbsp;<U>Taxes; Section&nbsp;409A</U>. All payments hereunder shall be subject to all applicable
federal, state and local tax withholding obligations. It is intended that the payments provided
for herein are intended to comply with the terms of Section&nbsp;409A (&#147;Section&nbsp;409A&#148;) of the Internal
Revenue Code of 1986, as amended, and the regulations promulgated thereunder. In the event,
however, that any such payments are determined to be subject to Section&nbsp;409A, then the Company will
make such adjustments as are reasonably required to comply with such section, including delaying
any such payments that would have been required to be paid to you pursuant to this Agreement during
the first six months following the Resignation Date until the end of such six-month period in
accordance with the requirements of Section&nbsp;409A. In addition, any expense reimbursement under
Section&nbsp;2(e), 3(a) or 13(b) hereof shall be made on or before the last day of the taxable year
following the taxable year in which such expense was incurred by you, and no such reimbursement or
the amount of expenses eligible for reimbursement in any taxable year shall in any way affect the
expenses eligible for reimbursement in any other taxable year. The resignation of your employment
on October&nbsp;31, 2007 is intended to constitute a &#147;separation of service&#148; for purposes of Section
409A. Without limiting the generality of the foregoing, the amount of time that you will provide
in your capacity as a director of TSI Holdings and as a consultant to the Company shall not exceed
40% of the time spent by you in performing services for TSI Holdings and the Company for the
thirty-six months preceding the Resignation Date.
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;21.&nbsp;<U>Third Party Beneficiaries</U>. You acknowledge and agree that TSI Holdings and all
its direct and indirect subsidiaries (other than the Company) are third party beneficiaries of this
letter agreement. Without limiting the foregoing sentence, TSI Holdings and such subsidiaries may
enforce this letter agreement against you.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;22.&nbsp;<U>Notices</U>. Any notices required or made pursuant to this Agreement will be in
writing and will be deemed to have been given when delivered or mailed by United States certified
mail, return receipt requested, postage prepaid, as follows: if to you, to the address in the
Company&#146;s payroll records; if to the Company, at 5 Penn Plaza, 4<SUP style="font-size: 85%; vertical-align: text-top">th </SUP>Floor, New York, NY
10001, Attn: General Counsel, or to such other address as either party may furnish to the other in
writing in accordance with this Section&nbsp;22. Notices of change of address will be effective only
upon receipt.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We look forward to continuing a mutually rewarding working relationship.
</DIV>
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<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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    <TD width="1%">&nbsp;</TD>
    <TD width="25%">&nbsp;</TD>
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    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left" nowrap>TOWN SPORTS INTERNATIONAL, LLC</TD>
</TR>
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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">\s\</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" colspan="3">Name:
Alex Alimanestianu</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" colspan="3">Title:
President</TD>
</TR>
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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">\s\</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>

<TD align="left" valign="top" style="border-top: 1px solid #000000" colspan="3">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">Robert Giardina</TD>
</TR>
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