Common use of Retention Payment Clause in Contracts

Retention Payment. (a) In the event, if ever, on or after the Effective Date, the Company executes an engagement agreement with an investment banking firm or other business brokerage firm for the purposes that include exploring a transaction the consummation of which would constitute a Change In Control (“Engagement Date”), and, subject to the other provisions of this Section 8, if Executive is still employed with the Company on the date which is twenty-four (24) months from the Engagement Date, the Company shall pay Executive a retention payment in an amount equal to fifty percent (50%) of his then current Base Salary plus fifty percent (50%) of his then current Target Bonus (calculated assuming that Executive and the Company had achieved all objectives set by the Company with respect thereto), which payment shall be made on the next regular pay day following such date (“Retention Payment”). Notwithstanding the foregoing, no such retention payment shall be paid if Executive previously has received a payment under Section 7(a) within the above-referenced twenty-four (24) month period. (b) Additionally, in the event a Change in Control occurs during the period beginning twenty-four (24) months following the Engagement Date and ending thirty-six (36) months following the Engagement Date (the “Reduction Period”), then any payment otherwise payable to Executive under Section 7(a) shall be reduced, pro rata, based on the number of days remaining in the Reduction Period. By way of example, if a Change in Control occurs ninety (90) days into the Reduction Period, the payment otherwise payable to Executive under Section 7(a) shall be reduced by 275/365, or seventy-five percent (75%). (c) Notwithstanding anything in this Section 8 to the contrary, if the Board determines that, after giving effect to the Retention Payment and to any other retention payments to be made under any other employment agreements between the Company and other employees, a default could occur under any financing facility or loan between the Company and any Company lender, the Retention Payment shall be made in fully vested Company shares of common stock under the Company’s 2006 Equity Incentive Plan.

Retention Payment. (a) In the eventSubject to your compliance with Sections 6 and 7 of this letter agreement, if everyou remain an active full-time employee of the Company, Parent or any of their respective subsidiaries through the expiration of the 6-month period beginning on or after the Effective Date, day following the Company executes an engagement agreement with an investment banking firm or other business brokerage firm for Closing Date (as defined in the purposes that include exploring a transaction Merger Agreement) (the consummation of which would constitute a Change In Control (“Engagement Vesting Date”), andyou will receive a cash payment equal to (i) the aggregate amount described in Section 6.2(a) of the Employment Agreement, subject to the other provisions of this Section 8, determined as if Executive is still employed your employment with the Company on the date which is twenty-four (24) months from the Engagement Date, was terminated by the Company shall pay Executive a retention payment in without Cause as of the Closing plus (ii) an amount equal to fifty percent (50%) the portion of his then current Base Salary plus fifty percent (50%) of his then current Target Bonus (calculated assuming that Executive and the premiums the Company had achieved all objectives set by would need to pay to provide you with the Company with respect thereto), which payment shall be made on benefits under Sections 6.2(b) and (c) for the next regular pay day following such date (“Retention Payment”). Notwithstanding the foregoing, no such retention payment shall be paid if Executive previously has received a payment under Section 7(a) within the above-referenced twenty-four (24) 12 month period. (b) Additionally, in the event a Change in Control occurs during the period beginning twenty-four (24) months following the Engagement Date and ending thirty-six (36) months following the Engagement Date (the “Reduction Period”), then any payment otherwise payable to Executive under Section 7(a) shall be reduced, pro rataVesting Date, based on the number premium costs in effect as of days remaining the Closing and assuming for this purpose that your employment terminated on the Vesting Date and that you timely elected to receive all such benefits, plus (iii) the Retention Bonus. The aggregate of these amounts will be paid to you in a lump sum on the third business day following the Release Effective Date (as defined below). You hereby agree that, notwithstanding anything contained in the Reduction Period. By way Employment Agreement or any other agreement between you and the Company providing for severance or separation payments or benefits, you may either receive payment of exampleamounts set forth in Section 2(a) or in Section 4, if a Change but in Control occurs ninety (90) days into the Reduction Periodno event shall you be entitled to receive payment of both amounts; furthermore, the payment otherwise payable to Executive under Section 7(a) you shall not be reduced by 275/365, or seventy-five percent (75%). (c) Notwithstanding anything in this Section 8 to the contrary, if the Board determines that, after giving effect to the Retention Payment and entitled to any other retention severance or separation payments to be made or benefits under the Employment Agreement (including under Sections 5 and 6 thereof) or under any other employment agreements between plan, program, policy, agreement or arrangement maintained by the Company Company, Parent or any of their respective affiliates, and other employees, a default could occur all of your rights to such payments and benefits under any financing facility or loan between the Company Employment Agreement and any Company lendersuch other plan, program, policy, agreement or arrangement will immediately terminate, in each case, except as otherwise provided herein. If you continue to be employed by Parent or its subsidiaries following the Retention Payment Vesting Date, you shall be made in fully vested Company shares eligible for severance benefits under either the applicable severance policy of common stock under Parent or one of its subsidiaries, as determined by Parent; provided, however, that you shall not receive credit for your service with Parent or the Company’s 2006 Equity Incentive Plan, or any of their respective subsidiaries, for the periods of employment that precede the Closing Date for any purpose under such policy, including eligibility, vesting or calculation of benefits.

Retention Payment. Provided that Employee remains continuously employed by the Company through the earlier of (ai) In the event, if ever, on or forty-five (45) days after the Effective Change in Control Date, or (ii) September 30, 2024 (the Company executes an engagement agreement with an investment banking firm or other business brokerage firm for the purposes that include exploring a transaction the consummation of which would constitute a Change In Control (“Engagement DateRetention Period”), and, subject to the other provisions of this Section 8, if Executive is still employed with the Company on the date which is twenty-four (24) months from the Engagement Date, the Company shall pay Executive provide Employee, in a retention payment in single lump-sum payment, an amount equal to fifty percent one hundred twenty-five thousand dollars (50%$125,000) of his then current Base Salary plus fifty percent (50%) of his then current Target Bonus (calculated assuming that Executive and the Company had achieved all objectives set by the Company with respect thereto), which payment shall be made on the next regular pay day following such date (“Retention Payment”), less applicable deductions and withholdings, on the first normal payroll date that occurs on or after the final day of the month in which the Retention Period ends. Notwithstanding For purposes of this Agreement, the foregoing, no such retention payment date upon which the Change in Control closes shall be paid if Executive previously referred to as the “Change in Control Date.” When and whether the Company has received a payment under Section 7(a) within the above-referenced twenty-four (24) month period. (b) Additionally, in the event “closed” a Change in Control occurs shall be determined by the release of shares or the cash wires funding the payments for the Change in Control. The Retention Payment will not be earned by Employee until the final day of the Retention Period, subject to Employee remaining employed and complying with Employee’s obligations under this Agreement and the Undertaking during the period beginning twenty-four Retention Period. In the event that the Company terminates Employee’s Employment without Cause or Employee resigns from Employment with the Company for Good Reason within twelve (2412) months following after the Engagement Date and ending thirty-six (36) months following the Engagement Date (the “Reduction Period”), then any payment otherwise payable to Executive under Section 7(a) shall be reduced, pro rata, based on the number final day of days remaining in the Reduction Period. By way of example, if a Change in Control occurs ninety (90) days into the Reduction Period, the payment otherwise payable to Executive under Section 7(a) shall be reduced by 275/365, or seventy-five percent (75%). (c) Notwithstanding anything in this Section 8 to the contrary, if the Board determines that, after giving effect to the Retention Payment and to any other retention payments to be made under any other employment agreements between the Company and other employees, a default could occur under any financing facility or loan between the Company and any Company lenderPeriod, the Retention Payment shall be made deducted from the amount of any Severance Benefits to be paid to the Employee under Section 1(g)(i). The provisions of this Section 1 amend, supersede, replace and terminate in fully vested Company shares its or their entirety any and all provisions of common stock under the Company’s 2006 Equity Incentive PlanOriginal Agreement that govern or pertain to, or otherwise set forth any terms or conditions relating to, any termination of Employment or any severance or other payments, or vesting acceleration or other benefits, to which Employee may be eligible (if at all) upon, after or in connection with any such termination.

Retention Payment. (a) In consideration for this Agreement and the eventmutual covenants and promises contained herein, if ever, on or after including the Effective Date, Employee’s agreement to be bound by the Company executes an engagement agreement with an investment banking firm or other business brokerage firm for the purposes that include exploring a transaction the consummation of which would constitute a Change In Control (“Engagement Date”), and, subject to the other provisions restrictive covenants set forth in Paragraphs 11 and 12 of this Section 8, if Executive is still employed with the Company on the date which is twenty-four (24) months from the Engagement DateAgreement, the Company shall pay Executive a retention payment in an amount equal or cause to fifty percent (50%) of his then current Base Salary plus fifty percent (50%) of his then current Target Bonus (calculated assuming that Executive and be paid to the Company had achieved all objectives set by the Company with respect thereto), which payment shall be made Employee on the next regular pay day following such date first anniversary of the Effective Time, $2,605,649 (the “Retention Payment”); provided, however, that the Retention Payment shall be subject to the Employee’s continued employment and service to the Company through the first anniversary of the Effective Time. Within five (5) business days of the Effective Time, the Company shall pay to a grantor (“rabbi”) trust of which the Employee is the sole beneficiary (subject to the claims of the Company’s creditors, as required pursuant to applicable Internal Revenue Service guidance to prevent the imputation of income to the Employee prior to distribution from the trust) the Retention Payment. The parties agree that the amount of the Retention Payment is an estimated amount based on certain reasonable assumptions with respect to the projected cost of various types of insurance coverage and certain other benefits. The parties agree that the amount of the Retention Payment will be adjusted immediately prior to the Effective Time as necessary and mutually agreed to by the parties to take into account changes in the applicable IRS discount rate and any changes in the insurance premiums or the costs of such other benefits prior to the Effective Time. Notwithstanding the foregoing, no such retention payment shall be paid if Executive previously has received a payment under Section 7(a) within the above-referenced twenty-four (24) month period. (b) Additionally, in the event a Change in Control occurs during the period beginning twenty-four (24) months following the Engagement Date and ending thirty-six (36) months following the Engagement Date (the “Reduction Period”), then any payment otherwise payable to Executive under Section 7(a) shall be reduced, pro rata, based on the number of days remaining in the Reduction Period. By way of example, if a Change in Control occurs ninety (90) days into the Reduction Period, the payment otherwise payable to Executive under Section 7(a) shall be reduced by 275/365, foregoing or seventy-five percent (75%). (c) Notwithstanding anything in this Section 8 contained herein to the contrary, if the Board determines that, after giving effect Employee’s employment ceases due to the Retention Payment and to any other retention payments to be made under any other employment agreements between a termination by the Company and other employeeswithout Cause, a default could occur under any financing facility resignation by the Employee due to an Adverse Change, the Employee’s Disability, or loan between the Company and any Company lenderEmployee’s death, the Retention Payment shall be made paid in fully vested a lump sum within 60 days of the Employee’s termination date, subject to a six-month delay as described in Subparagraph 7.1.6 which may be required under section 409A of the Code. In addition, the parachute tax gross-up provision of Section 6(c) of the Existing Agreement shall apply with respect to any excise tax imposed on the Employee under Code section 4999 as a result of the Merger; provided that any parachute tax gross-up payment hereunder shall be paid no later than the end of the calendar year next following the calendar year in which the Employee or Company shares of common stock under (as applicable) remits the Company’s 2006 Equity Incentive Plantaxes for which the parachute tax gross-up payment is being made.

Retention Payment. (a) In Subject to all of the event, if ever, on or after the Effective Dateterms and conditions of this Agreement, the Company executes an engagement agreement with an investment banking firm or other business brokerage firm for the purposes that include exploring a transaction the consummation of which would constitute a Change In Control (“Engagement Date”), and, subject to the other provisions of this Section 8, if Executive is still employed with the Company on the date which is twenty-four (24) months from the Engagement Date, the Company shall will pay Executive you a retention payment in an the gross amount equal to fifty percent of US $50,000 (50%) of his then current Base Salary plus fifty percent (50%) of his then current Target Bonus (calculated assuming that Executive and the Company had achieved all objectives set by the Company with respect thereto), which payment shall be made on the next regular pay day following such date (“Retention Payment”). Notwithstanding , which will be reduced by applicable taxes, provided you remain actively employed with the foregoing, no such retention payment shall be paid if Executive previously has received a payment under Section 7(a) within Company from the above-referenced twenty-four (24) month period. (b) Additionally, in date hereof until the event a Change in Control occurs during 30th day after the period beginning twenty-four (24) months following date of the Engagement Date and ending thirty-six (36) months following the Engagement Date Stockholder Meeting (the “Reduction Retention Period”), then have substantially completed the winding up of the Company’s business and operations and have otherwise satisfied the terms of this Agreement. If you are employed through the end of the Retention Period, have substantially completed the winding up of the Company’s business and operations and have otherwise satisfied the terms of this Agreement, the Company will pay you the Retention Payment as soon as reasonably practicable after the end of the Retention Period, subject to the terms and conditions of this Agreement. You will forfeit any payment otherwise payable right to Executive under Section 7(areceive the Retention Payment if any of the following occurs before the end of the Retention Period: (a) you voluntarily cease employment with the Company through resignation, retirement or otherwise; (b) the Company terminates your employment for Cause (whether or not the Cause for termination existed prior to the date of this Agreement) and for purposes of this Agreement, “Cause” shall include, but not be reducedlimited to, pro ratathe following: (i) indictment on or conviction of a felony or other offense that, based on the number of days remaining in the Reduction Period. By way sole opinion of examplethe Company, if is likely to have a Change in Control occurs ninety (90) days into material adverse effect upon the Reduction PeriodCompany, the payment otherwise payable to Executive under Section 7(a) shall be reduced by 275/365reputation of the Company, or seventy-five percent upon your ability to perform your duties; (75%). ii) your theft or embezzlement of Company property or commission of other acts of fraud or dishonesty; (iii) your negligence or misconduct in the performance of your duties for the Company; (iv) violation of Company policies; (v) your failure to perform your duties in a satisfactory and competent manner, as determined by the Company in its sole discretion; or (vi) you engage in any activity in violation of the Employment Agreement between you and the Company or in violation of any term of this Agreement; (c) Notwithstanding anything in this Section 8 you die; or (d) you are permanently disabled and unable to the contraryperform your duties, if the Board determines that, after giving effect to the Retention Payment and to any other retention payments to be made under any other employment agreements between the Company and other employees, a default could occur under any financing facility or loan between the Company and any Company lender, the Retention Payment shall be made in fully vested Company shares of common stock under so determined by the Company’s 2006 Equity Incentive Planlong term disability insurer. Whether any of the foregoing events have occurred during the Retention Period will be determined in the complete and sole discretion of the Company. As a further condition of payment of the Retention Payment, you agree that at all times during the Retention Period, you will make the best use of your energy, knowledge, experience and training in advancing the interests of the Company. You will diligently and conscientiously perform your duties and while employed by the Company, you will not engage in any activity or employment that might conflict with the interests of the Company.

Retention Payment. Provided you accept and agree to the terms of this Retention Agreement, you will receive the following enhanced compensation in consideration of your assistance in completing the Transaction: (a) In Upon signing this Retention Agreement, you will receive the event, if ever, on or after amount of $700,000 (the Effective Date, the Company executes an engagement agreement with an investment banking firm or other business brokerage firm for the purposes that include exploring a transaction the consummation of which would constitute a Change In Control (“Engagement Date”), and, subject to the other provisions of this Section 8, if Executive is still employed with the Company on the date which is twenty-four (24) months from the Engagement Date, the Company shall pay Executive a retention payment in an amount equal to fifty percent (50%) of his then current Base Salary plus fifty percent (50%) of his then current Target Bonus (calculated assuming that Executive and the Company had achieved all objectives set by the Company with respect thereto), which payment shall be made on the next regular pay day following such date (“Retention Payment”). Notwithstanding the foregoing, no such retention payment less applicable statutory deductions and authorized withholdings, two-thirds of which shall be paid if Executive previously has received a payment upon your execution of this Retention Agreement, and the remaining one-third to be paid within three business days of the closing of the Transaction. The amount of such payments will be reported on an IRS Form W-2. For the avoidance of doubt, to receive the remaining one-third of the Retention Payment, (i) the Transaction must be consummated and (ii) the Jade Mountain / White Eagle transaction consummated in August 2019 remains in full force and effect and White Eagle Asset Portfolio, L.P. (“White Eagle”) and the Amended and Restated Limited Partnership Agreement of White Eagle, as may be amended from time to time, remains operative and in good standing. In addition, upon the termination of your employment with the Company in connection with the Transaction, you will receive 18 months of (x) COBRA health insurance coverage reimbursed by the Company and (y) other benefits to which you would be entitled upon an involuntary termination without Cause under Section 7(a) within the above-referenced twenty-four Employment Agreement (24) month periodcollectively, the “Benefits”). (b) Additionally, You will not be eligible to receive any portion of the Retention Payment or Benefits if you are terminated for Cause (as that term is defined in the event a Change Section 4(c) of your Employment Agreement) or resign without Good Reason (as that phrase is defined in Control occurs during the period beginning twenty-four (24Section 4(f) months following the Engagement Date and ending thirty-six (36) months following the Engagement Date (the “Reduction Period”), then any payment otherwise payable to Executive under Section 7(a) shall be reduced, pro rata, based on the number of days remaining in the Reduction Period. By way of example, if a Change in Control occurs ninety (90) days into the Reduction Period, the payment otherwise payable to Executive under Section 7(a) shall be reduced by 275/365, or seventy-five percent (75%your Employment Agreement). (c) Notwithstanding anything The Retention Payment and the Benefits are an enhanced benefit in consideration of your assistance to the Company in the preparation for any applicable Transaction and are therefore in lieu of any severance payable to you under the Employment Agreement, including without limitation any severance in the form of continued payments of salary through the conclusion of the Severance Period (as that phrase is defined in the Employment Agreement) payable to you under Section 4(e) of the Employment Agreement (“Severance”). By signing below, you hereby expressly release, waive and remise any right to Severance you may have under your Employment Agreement. For the avoidance of doubt, except as expressly modified by this Section 8 2, each and every provision of the Employment Agreement shall remain in full force and effect. (d) In the event that the Company files for bankruptcy prior to the contrary, if the Board determines that, after giving effect to payment of any portion of the Retention Payment or Benefits to you, the Company will file with the bankruptcy court a motion to approve a Key Employee Retention Plan to preserve your right under this Retention Agreement to the full Retention Payment and to any other retention payments Benefits; provided, however, that in order to be made eligible for any payment under any other employment agreements between Key Employee Retention Plan, you must comply with all of the Company and other employees, a default could occur under any financing facility or loan between the Company and any Company lender, the provisions of this Retention Payment shall be made in fully vested Company shares of common stock under the Company’s 2006 Equity Incentive PlanAgreement.

Retention Payment. (a) In If you remain an active full-time employee of the eventCompany, Parent or any of their respective Affiliates through the first anniversary of the Closing, you will receive cash payments equal to (i) the Severance Amount, determined as if ever, on or after the Effective Date, the Company executes an engagement agreement with an investment banking firm or other business brokerage firm for the purposes that include exploring a transaction the consummation of which would constitute a Change In Control (“Engagement Date”), and, subject to the other provisions of this Section 8, if Executive is still employed your employment with the Company was terminated by the Company without Cause as of the Closing, which will be paid to you in a lump sum on the date which is twenty-four third business day following the first anniversary of the Closing plus (24ii) months from the Engagement Datesubject to your compliance with Section 7 of this Agreement, the Company shall pay Executive a retention payment in an amount equal to fifty percent $1,150,500 (50%) of his then current Base Salary plus fifty percent (50%) of his then current Target Bonus (calculated assuming that Executive and the Company had achieved all objectives set by the Company with respect thereto“First Retention Payment”), which payment shall will be made paid to you in a lump sum on the next regular pay third business day following such date the applicable Release Effective Date (as defined below). (b) Subject to your compliance with Section 7 of this Agreement, if you remain an active full-time employee of the Company, Parent or any of their respective Affiliates through the Transition Date, you will receive a cash payment equal to $1,100,000 (the “Second Retention Payment”). Notwithstanding the foregoing, no such retention payment shall The Second Retention Payment will be paid if Executive previously has received to you in a payment under Section 7(a) within lump sum on the above-referenced twenty-four (24) month period. (b) Additionally, in the event a Change in Control occurs during the period beginning twenty-four (24) months third business day following the Engagement Date and ending thirty-six (36) months following the Engagement Date (the “Reduction Period”), then any payment otherwise payable to Executive under Section 7(a) shall be reduced, pro rata, based on the number of days remaining in the Reduction Period. By way of example, if a Change in Control occurs ninety (90) days into the Reduction Period, the payment otherwise payable to Executive under Section 7(a) shall be reduced by 275/365, or seventy-five percent (75%)applicable Release Effective Date. (c) Notwithstanding anything in this Section 8 to the contrary, if the Board determines You hereby agree that, after giving effect notwithstanding anything contained in the CIC Agreement or any other agreement between you and the Company providing for severance or separation payments or benefits, the aggregate payments you may receive under this Agreement shall not exceed $3,500,000 (other than, in the event you are entitled to receive the Retention Payment and Termination Compensation, any compensation or benefits under Section 6(d) of the CIC Agreement that are in excess of the Severance Amount); furthermore, you shall not be entitled to any other retention severance or separation payments to be made or benefits under the CIC Agreement (including under Section 6(d) thereof) or under any other employment agreements between plan, program, policy, agreement or arrangement maintained by the Company Company, Parent or any of their respective Affiliates applicable to you currently or at the time of Closing (excluding, for the avoidance of doubt, your rights under Sections 8 and 9 of the CIC Agreement). Notwithstanding the generality of the foregoing, the CIC Agreement shall terminate and be of no further effect upon the first anniversary of the Closing (other employees, a default could occur under any financing facility or loan between than Sections and 9 of the Company CIC Agreement and any Company lenderother provisions necessary to give effect to and enforce such section). If you continue to be employed by Parent and its Affiliates following the Transition Date, the Retention Payment you shall be made eligible for severance benefits under either the applicable severance policy of Parent or one of its Affiliates, as determined by Parent in fully vested Company shares of common stock under the Company’s 2006 Equity Incentive Plangood faith.

Retention Payment. (a) In Subject to Section 5, you shall receive a payment (the event, if ever, on or after the Effective Date, the Company executes an engagement agreement with an investment banking firm or other business brokerage firm for the purposes that include exploring a transaction the consummation of which would constitute a Change In Control (“Engagement Date”), and, subject to the other provisions of this Section 8, if Executive is still employed with the Company on the date which is twenty-four (24) months from the Engagement Date, the Company shall pay Executive a retention payment in an amount equal to fifty percent (50%) of his then current Base Salary plus fifty percent (50%) of his then current Target Bonus (calculated assuming that Executive and the Company had achieved all objectives set by the Company with respect thereto), which payment shall be made on the next regular pay day following such date (“Retention Payment”). Notwithstanding ) equal to $1.1 million, less all applicable taxes and withholdings, so long as you remain employed in the foregoingrole of Executive Chairman through September 30, 2015; provided that such date (i) may be extended to no such retention payment later than December 31, 2015 by the Company if the Company is in the midst of a process (e.g., negotiations on a letter of intent, term sheet or purchase or merger agreement) with a potential acquirer that may result in a Change in Control (as defined below) and (ii) shall be paid accelerated to (A) the date on which the Company executes a definitive agreement that contemplates a transaction that, if Executive previously has received consummated, would result in a payment under Section 7(aChange in Control or (B) within the above-referenced twenty-four date on which a Board Change (24as defined below) month periodoccurs or (C) thirty (30) days after the Board determines to terminate the strategic review process, whichever is earlier. (b) AdditionallyNotwithstanding the foregoing, in the event that your employment ends earlier than September 30, 2015 (or the extended date pursuant to Section 3(a)(i)) as a Change in Control occurs during result of a termination by the period beginning twenty-four (24) months following the Engagement Date and ending thirty-six (36) months following the Engagement Date (the “Reduction Period”)Company without Cause, then any payment otherwise payable to Executive under Section 7(a) your death or Disability, you shall be reduced, pro rata, based on entitled to the number of days remaining in the Reduction Period. By way of example, if a Change in Control occurs ninety (90) days into the Reduction Period, the payment otherwise payable to Executive under Section 7(a) shall be reduced by 275/365, or seventy-five percent (75%)Retention Payment. (c) Notwithstanding anything in this Section 8 Subject to the contrary, if the Board determines that, after giving effect to the Retention Payment Sections 5 and to any other retention payments to be made under any other employment agreements between the Company and other employees, a default could occur under any financing facility or loan between the Company and any Company lender18(b), the Retention Payment shall be paid within sixty (60) days of the Departure Date, except in the event that the termination occurs as a result of a Board Change in which event the Retention Payment will be made in fully vested Company shares a manner consistent with the Executive Severance Agreement dated March 2010 between you and Town Sports International, LLC (the “Prior Agreement”) as follows: (i) that portion of common stock the Retention Payment equal to that portion of severance under the Company’s 2006 Equity Incentive PlanPrior Agreement that would have been exempt from Section 409A of the Code shall be paid in a lump sum within sixty (60) days of the Departure Date and (ii) the remainder will be paid in monthly installments as provided in the Prior Agreement and, if applicable, subject to the six (6) month delay described in that Prior Agreement and Section 18(b) below. (d) In the event of any other termination, including a resignation or a termination by the Company with Cause, you shall not be entitled to the Retention Payment or the other benefits described in Section 6 below (the “Transition Benefits”).

Retention Payment. (a) In the eventSubject to your compliance with Sections 6 and 7 of this letter agreement, if everyou remain an active full-time employee of the Company, Parent or any of their respective subsidiaries through the expiration of the 6-month period beginning on or after the Effective Date, day following the Company executes an engagement agreement with an investment banking firm or other business brokerage firm for Closing Date (as defined in the purposes that include exploring a transaction Merger Agreement) (the consummation of which would constitute a Change In Control (“Engagement Vesting Date”), andyou will receive a cash payment equal to (i) the aggregate amount described in Section 7.2(a) of the Employment Agreement, subject to the other provisions of this Section 8, determined as if Executive is still employed your employment with the Company on the date which is twenty-four (24) months from the Engagement Date, was terminated by the Company shall pay Executive a retention payment in without Cause as of the Closing plus (ii) an amount equal to fifty percent (50%) the portion of his then current Base Salary plus fifty percent (50%) of his then current Target Bonus (calculated assuming that Executive and the premiums the Company had achieved all objectives set by would need to pay to provide you with the Company with respect thereto), which payment shall be made on the next regular pay day following such date (“Retention Payment”). Notwithstanding the foregoing, no such retention payment shall be paid if Executive previously has received a payment benefits under Section 7(a7.2(b) within for the above-referenced twenty-four (24) 12 month period. (b) Additionally, in the event a Change in Control occurs during the period beginning twenty-four (24) months following the Engagement Date and ending thirty-six (36) months following the Engagement Date (the “Reduction Period”), then any payment otherwise payable to Executive under Section 7(a) shall be reduced, pro rataVesting Date, based on the number premium costs in effect as of days remaining the Closing and assuming for this purpose that your employment terminated on the Vesting Date and that you timely elected to receive all such benefits, plus (iii) the Retention Bonus. The aggregate of these amounts will be paid to you in a lump sum on the third business day following the Release Effective Date (as defined below). You hereby agree that, notwithstanding anything contained in the Reduction Period. By way Employment Agreement or any other agreement between you and the Company providing for severance or separation payments or benefits, you may either receive payment of exampleamounts set forth in Section 2(a) or in Section 4, if a Change but in Control occurs ninety (90) days into the Reduction Periodno event shall you be entitled to receive payment of both amounts; furthermore, the payment otherwise payable to Executive under Section 7(a) you shall not be reduced by 275/365, or seventy-five percent (75%). (c) Notwithstanding anything in this Section 8 to the contrary, if the Board determines that, after giving effect to the Retention Payment and entitled to any other retention severance or separation payments to be made or benefits under the Employment Agreement (including under Sections 6 and 7 thereof) or under any other employment agreements between plan, program, policy, agreement or arrangement maintained by the Company Company, Parent or any of their respective affiliates, and other employees, a default could occur all of your rights to such payments and benefits under any financing facility or loan between the Company Employment Agreement and any Company lendersuch other plan, program, policy, agreement or arrangement will immediately terminate, in each case, except as otherwise provided herein. If you continue to be employed by Parent or its subsidiaries following the Retention Payment Vesting Date, you shall be made in fully vested Company shares eligible for severance benefits under either the applicable severance policy of common stock under Parent or one of its subsidiaries, as determined by Parent; provided, however, that you shall not receive credit for your service with Parent or the Company’s 2006 Equity Incentive Plan, or any of their respective subsidiaries, for the periods of employment that precede the Closing Date for any purpose under such policy, including eligibility, vesting or calculation of benefits.