Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Appointment of Patrick Walsh as Chief Executive Officer
On September 21, 2016, Town Sports Holdings Inc. (the Company) announced that the Board of Directors of the Company has
appointed Patrick Walsh, the Companys Executive Chairman, as the Companys Chief Executive Officer, effective September 30, 2016. Mr. Walsh will also continue to serve as the Chairman of the Companys Board of Directors.
In connection with Mr. Walshs appointment as Chief Executive Officer, the Company and Mr. Walsh entered into a letter
agreement dated September 20, 2016 (the Letter Agreement). Pursuant to the Letter Agreement, Mr. Walsh will earn an annual base salary of $690,000. In addition, Mr. Walsh will receive 200,000 shares of restricted stock
under the Companys Amended and Restated 2006 Stock Incentive Plan, which will vest in three equal annual installments. Mr. Walsh will also continue to be eligible to receive an annual cash incentive award under the Companys Amended
and Restated 2006 Annual Performance Bonus Plan (the Bonus Plan), as previously disclosed.
Departure of Gregory Bartoli, Chief Operating
Officer
On September 16, 2016, Town Sports International LLC and Gregory Bartoli, the Companys Chief Operating Officer,
entered into a Separation Agreement (the Separation Agreement), which shall become effective as of September 23, 2016, provided that Mr. Bartoli does not revoke his acceptance of the Separation Agreement before such date. The
Separation Agreement provides that Mr. Bartoli shall be entitled to the severance payments and benefits owed to him for a termination without cause under his Offer Letter, dated August 17, 2015 (the Offer Letter), previously
filed by the Company. Pursuant to the terms of the Separation Agreement, Mr. Bartolis last day of employment with the Company will be September 30, 2016.
Mr. Bartoli will receive severance payments and benefits, in all material respects, as set forth in the Offer Letter. In addition to
payments provided for under the Offer Letter, the Company will pay Mr. Bartoli the prorated portion of his 2016 annual bonus under the Bonus Plan, based on the portion of 2016 that he was employed by the Company. Such bonus will be paid when
the Companys other executive officers are paid and otherwise in accordance with the Bonus Plan. In connection with the separation, Mr. Bartoli has released the Company from any and all claims and has agreed to be subject to certain
confidentiality, non-competition, non-solicitation, non-disparagement, cooperation and assistance obligations, consistent with the terms of his Offer Letter.
The above summary of the Letter Agreement and the Separation Agreement is not complete and is qualified in its entirety by reference to the
terms of the Letter Agreement and Separation Agreement, copies of which are filed herewith as Exhibit 10.1 and Exhibit 10.2, respectively.