CLUB Town Sports International Holdings Inc

On April 25, 2017, the Board of Directors of Town Sports International Holdings, Inc. (the “Company”) approved the appointment of Stuart M. Steinberg as General Counsel of the Company, effective as of May 1, 2017. Mr. Steinberg, age 60, has been providing advisory legal services to the Company as an outside consultant since February 2016, through his law firm Stuart M. Steinberg P.C. (the “Firm”).

Mr. Steinberg has been the sole stockholder of the Firm since 2014. Prior to that he was the majority stockholder of Steinberg Fineo Berger & Fischoff P.C, where Mr. Steinberg and his firm served as general counsel to Sbarro, LLC for 15 years, as well as various other companies located throughout the New York metropolitan area. Mr. Steinberg has extensive experience in serving as a general counsel, and specifically with regard to commercial lease negotiations, all facets of corporate representation, employment law and litigation. Mr. Steinberg received his law degree from Pace University in 1982, and is licensed to practice law in the State of New York. Mr. Steinberg has served on the Board of Directors of Sheralven Enterprises Ltd. since January 2014.

In connection with Mr. Steinberg’s appointment as General Counsel of the Company, Town Sports International, LLC, a subsidiary of the Company, and Mr. Steinberg entered into a Letter Agreement, effective as of May 1, 2017 (the “Letter Agreement”). Pursuant to the Letter Agreement, Mr. Steinberg will earn an annual base salary of $280,000 and be eligible for an annual bonus as determined by the sole and absolute discretion of the Company, based upon the Company’s financial results, individual performance and the year over year savings of legal fees incurred by the Company. Mr. Steinberg will also be able to participate in the benefit programs generally available to the Company’s executives. Mr. Steinberg’s employment has no specified term and will be on an at-will basis, whereby his employment can be terminated for any reason upon thirty days written notice.

Furthermore, the Company and the Firm previously entered into an Engagement Letter Agreement dated as of February 4, 2016, and as amended and restated effective as of May 1, 2017 (the “Engagement Letter”), pursuant to which the Company engaged the Firm to provide general legal services requested by the Company, including, but not limited to, legal research, factual investigation, the review and preparation of real estate documents, the review and negotiation of contracts, the review and handling of employment matters, litigation management and such other legal services requested by the Company to support the Company’s General Counsel Office . The Agreement provides for a monthly retainer fee payable to the Firm in the amount of $21,250. The term of the Engagement Letter will be on a month-to-month basis, renewing automatically for successive one month periods, unless earlier terminated in accordance with the terms of the Letter Agreement. The Company will also reimburse the Firm for any expenses incurred in connection with the Firm’s services to the Company. Either the Company or the Firm may terminate the Agreement at any time by providing 30 days written notice to the other party.

The foregoing summary description of the Letter Agreement and Engagement Letter are qualified in their entirety by reference to the full text of the Letter Agreement and Engagement Letter, copies of which are attached to this report on Form 8-K as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated herein by reference.