Vice President of Sales Employment Agreement

EXHIBIT 10.33


EMPLOYMENT AGREEMENT


THE EMPLOYMENT AGREEMENT made and entered into the 7th day of October, 1996, and effective as of October 7, 1996, by and between Bally Total Fitness Holding Corporation, a Delaware corporation ("BTF" or "Employer") and John Wildman ("Employee").


NOW, THEREFORE, in consideration of the premises and of the covenants and agreements herein contained, the parties agree as follows:


1. Employment


(a) BTF hereby employs Employee in the capacity of Senior Vice President of Sales and Marketing. Employer may employ Employee in such other capacities of equal status and responsibility as the Chairman of the Board and Chief Executive Officer of BTF or his designated representative, shall reasonably determine, and Employee hereby accepts such employment upon the terms and conditions herein set forth.


(b) During the term of his employment, Employee will devote his best efforts to his employment and perform such duties consistent with his capacity as Senior Vice President of Sales and Marketing and such other capacities as the Chairman of the Board and Chief Executive Officer of BTF shall determine, as are reasonably assigned to him by Employer. Employee will devote his entire working time and attention to the business and related interests of, and will be loyal to, Employer, and Employee agrees to render service on behalf of Employer and their subsidiaries or affiliates.


(c) Employee shall not, without prior written consent of Employer, directly or indirectly, during the term of this Employment Agreement:


(i) Other than in the performance of duties naturally inherent to Employer's business and in furtherance thereof, render services of a business, professional or commercial nature to any other person or firm, whether for compensation or otherwise, but this shall not be construed as preventing the Employee from investing his assets in such form or manner as will not require any services on the part of the Employee in the operation of the affairs of the companies in which such investments are made and which are not in violation of subparagraph (ii) below or from engaging in charitable activities so long as such activities do not interfere with the performance of Employee's duties hereunder;


(ii) Engage in any activity competitive with or adverse to Employer's business or welfare, whether alone, as a partner, or as an officer, director, employee or shareholder of any other corporation, or otherwise, directly or indirectly, except that the ownership of not more than one percent (1%) of the stock of any publicly traded corporation shall not be deemed violative of this subparagraph (ii);


(iii) Be engaged by any entity which conducts business with or acts as consultant or advisor to Employer, whether alone, as a partner, or as an officer, director, employee or shareholder, or otherwise, directly or indirectly, except that ownership of not more than one percent (1%) of the stock of any publicly traded corporation shall not be deemed violative of this subparagraph (iii).


2. Term


(a) The term of this Employment Agreement shall begin on the effective date stated above ("commencement date") and shall continue for two (2) years from such date and shall continue thereafter from year-to-year unless terminated by any party in his or its sole discretion upon sixty (60) days written notice given prior to the expiration of a term.


(b) If this contract is terminated or not renewed for any reason other than a change of control (section 9) or cause (section 8) the Employee shall be entitled to a year (12 months) of base salary to be paid in the regular recurring pay periods established by the Employer, subject to the provisions of 2 (c).


(c) Consistent with section 6, "Covenants and Confidential Information", the 12 months of pay that the employee shall be eligible for under 2 (b) shall be payable provided the employee adheres to the restrictions imposed by section 6. If the employee does not adhere to the restrictions imposed by section 6, then, the one year (12 months) of base salary shall be reduced to one half year (6 months) of base salary.


3. Compensation


(a) In consideration of the services to be rendered by the Employee hereunder, Employer agrees to pay to the Employee, and the Employee agrees to accept, as compensation, the sum of Two Hundred Thousand Dollars ($200,000) (the "Base Salary") for each twelve month period following the effective date of this Employment Agreement, which shall be paid on the regularly recurring pay periods established by Employer. The Base Salary shall be subject to periodic increases by Employer.


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(b) In addition, the Employer shall pay Forty Thousand Dollars ($40,000) which shall be considered as a "draw against" any discretionary bonus. In the event that the year-end bonus is less than the Forty Thousand Dollar ($40,000) "draw against" the bonus, the Forty Thousand Dollars ($40,000) shall convert to cash compensation and will not be recoverable by the Company.


(c) It is further understood by the parties that, pursuant to the policies of Employer, discretionary bonus payments may be made in addition to the Base Salary above provided.


4. Vacation and Other Benefits


Employee shall be entitled to a reasonable vacation each year of his employment with Employer as well as all other employment related benefits, including, but not limited to hospitalization, life insurance, death and retirement plans, an automobile allowance, and stock plans afforded to senior executives of Employer of comparable status and tenure and consistent with that afforded under Employer's policies. Employer may in its sole discretion change such policies.


5. Expenses


Employer shall pay all reasonable expenses incurred by Employee in the performance of his responsibilities and duties for and the promotion of Employer. Employee shall submit to Employer periodic statements of all expenses so incurred. Subject to such audits as Employer may deem necessary, Employer shall reimburse Employee the full amount of any such expenses advanced by Employee promptly in the ordinary course.


6. Covenants and Confidential Information


(a) During the term of this agreement, any extension of this agreement, or any pay out under this agreement, the employee agrees that he will not, directly or indirectly, do any of the following:


(i) Own, manage, control, or participate in the ownership, ...