©2012 Crunch, LLC 1

EMPLOYEEHANDBOOK

LLC

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Welcome 6

Crunch HistoryCrunch Philosophy

Our Employment Relationship 7

About our Policies and this HandbookAt-Will EmploymentOpen Door Policy and CommunicationEqual Opportunity EmploymentDisability AccommodationsAnti-Harassment Policy, Discrimination and RetaliationNon-Disclosure/Confidentiality/Non-DisparagementNon-DisparagementEmployment TerminationImmigration Law ComplianceAccess to Personnel Files

Workplace Conduct 13

Standards of ConductEthicsConflict of InterestProgressive Discipline/Corrective Action Attendance and PunctualitySmoking, Alcohol and DrugsSolicitation/Distribution of Literature

Table of Contents

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Camera Phones/Recording DevicesVideo Monitoring Telephone Monitoring and Recording Social Media PolicyMember Information Confidentiality Computer, Internet Use and Communication SystemsOperation of Vehicles/Cellular PhonesPersonal Phone CallsBulletin Boards Child Drop-Off Centers Relationships with our MembersEmployment of RelativesPersonal PropertyReturn of Equipment and SuppliesParking

Health, Security & Safety 27

Accident Prevention and SafetySecurityWorkplace ViolenceBuilding AccessVisitors in the Workplace

Employee Development & Training 29

Transfers and PromotionsEducational Reimbursement

Compensation 31

Job ClassificationTimekeepingWorking Hours and ScheduleMeals and Rest Periods

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OvertimeOn-Call Pay (Nonexempt Employees)Paychecks and PaydaysSalary AdvancesWage GarnishmentsBonus PayBusiness Expense ReimbursementBusiness TravelPaid Time OffNew York City’s Earned Sick Time Act (Paid Sick Leave Law)San Francisco Sick Leave OrdinanceBereavement LeaveHolidaysFloating HolidaysReligious HolidaysLactation Accommodation

Leave of Absences 44

Family and Medical LeaveMilitary LeavePersonal Leave

Benefits 48

Club MembershipsDiscount/Commission Policy Employee Referral BonusSan Francisco Commuter Benefits OrdinanceHealthy Workplace Healthy Family Act of 2014Workers CompensationJury Duty VotingCrunch Benefits

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Benefit PlansEligibilityAffordable Care ActCOBRA Benefits

General Policies 55

Uniform Guidelines and Personal HygieneBody Piercing and TattoosPublicity/Statements to the MediaEmployee References

For Signature 58

Receipt of Non-Harassment PolicyReceipt of Sexual Harassment PolicyReceipt of Employee HandbookAddendum to Crunch - Florida Meal and Rest Periods

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WelcomeCrunch History

Of all the great histories of all the great health clubs, Crunch’s begins rather inauspiciously; in a basement level aerobics studio in New York City’s East Village circa 1989. This, our first location, had no locker rooms, the air conditioning didn’t work and after hours break-ins were perennial events.

However, while we lacked the resources to equip the gym with some basic amenities and strong locks we were on an important mission - to make exercise fun. Accomplishing this mission meant doing away with traditional notions of what a ‘serious’ workout should be. No easy task. What we did was to invite a highly creative group of fitness instructors with a wide range of expertise to collaborate with us. The result was the development of challenging programming with a completely fresh slant. Offerings like Hip-Hop Aerobics (featuring a live rapper), Co-Ed Action Wrestling and Cyked Yoga Cycling were introduced and, along with others, became the embodiment of this new approach.

The response was overwhelmingly positive, even by jaded New York standards. Members embraced these new kinds of classes and began to tell their friends who, in turn, told their friends who, in turn told their friends (and so on and so on). Soon, lots of people were coming to experience Crunch’s unconventional new take on traditional fitness.

Fast forward approximately twenty years to the present and Crunch has grown from that one tiny aerobics studio with no air conditioning into a collection of state-of-the-art gyms in locations such as Los Angeles, San Francisco, Miami, and, of course, New York (and more to come). It stands as a rapidly growing brand that fuses fitness and entertainment to make working out fun, bringing a host of unique services and products to our active and expanding clientele.

Crunch Philosophy

There are no judgments here – no too much or not enough, no glares of disapproval. Here we keep open minds. We are nurturers. We seek only to encourage, empower and entertain.

There is no one type. There is no one reason. There is no one way. What we are is a diverse community; what we have is a culture of fun; what there is, is room for everyone: all kinds of people with all kinds of goals who’ve chosen to reach them with us.

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Our Employment RelationshipAbout our Policies and this Handbook

This handbook contains the employment policies and practices of the company in effect at the time of its publication. This handbook does not contain all the rules and regulations to which you are subject. As with any policy, Crunch reserves the right to modify or delete the rules, policies and benefits contained in this handbook, at any time, with or without notice except the provision on at-will employment. This manual, and the policies outlined inside, supersedes all prior Employee Handbooks issued by Crunch, all its subsidiaries, and those of all companies originally owning or operating fitness centers, offices, or other facilities currently owned or operated by Crunch and all its subsidiaries. If state or local laws conflict with any provision of this handbook, such state or local laws shall govern. No oral statements or representations can in any way change or alter the provisions of this handbook.

Nothing in this employee handbook or in any other personnel document, including benefit plan descriptions, creates or is intended to create a promise or representation of continued employment for any employee.

Please contact your supervisor or Human Resources if you have any questions, or for additional information regarding the provisions of this handbook.

At-Will Employment

Your employment at Crunch is “at will”, which means that it is not for any definite period and can be terminated or modified at any time by either you or the company, for any or no reason, with or without notice. This handbook and/or any other company policies or procedures, which are presented as information, only, do not guarantee you any rights.

This handbook is not an employment contract. No representative of the company may enter into any agreements or make any representations, written or oral, to alter your at-will status or otherwise create any contractual obligation to you, unless in writing and signed by you and the President or CEO of Crunch. Nothing in this handbook or in any other document or statement shall limit the right of either party to terminate employment at will.

Terms and conditions of employment with Crunch may be modified at the sole discretion of Crunch with or without prior cause or notice at any time. Examples of the types of terms and conditions of employment that are within the sole discretion of Crunch include, but are not limited to, the following: promotion;

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demotion; transfers; hiring decisions; compensation; benefits; qualifications; discipline; lay-off or recall; rules; hours and schedules; work assignments; job duties and responsibilities; production standards; subcontracting; reduction, cessation, or expansion of operations; sale, relocation, merger, or consolidation of operation; determinations concerning the use of equipment, methods, or facilities; or any other terms and conditions that Crunch may determine, in its absolute and sole discretion, to be necessary for any reason, including but not limited to, for the safe, efficient, and economic operation of its business.

Open Door Policy and Communication

Crunch is committed to its open door policy for suggestions to improve the company and address any concerns or issues you may have. You are urged to bring comments, criticisms, suggestions and questions to your supervisor.

Crunch also offers many resources to resolve your issues and/or concerns. Supervisors, Managers, Regional Vice Presidents and Human Resources representatives are all available to assist our employees. We at Crunch encourage everyone to maintain open communications. Do not hesitate to let us know about problems or questions you may have.

Equal Opportunity Employment

Crunch is an equal opportunity employer. Equal employment has and continues to be both policy and practice at the company. It is the policy of the Company, to implement equal employment opportunity with respect to all qualified employees and applicants for employment without regard to race, creed, color, sex, age, national origin, disability, veteran status, marital status, sexual orientation, citizenship status, or other legally protected class. In addition, Crunch complies with applicable state, local and federal laws governing nondiscrimination in employment. Equal employment opportunity notices are posted on appropriate employee bulletin boards as required by law.

The policy applies to all areas of employment, including recruitment, hiring, training and development, promotion, transfer, termination, layoff, compensation benefits, and all other conditions and privileges of employment in accordance with applicable federal, state, and local laws.

Crunch expects all employees to act in accordance with these principles and to reflect their spirit in all relationships with each other. Any employee, who feels that he has not been treated in accordance with the policy stated above, should bring the matter to his supervisor, or Human Resources.

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Disability Accommodations

To comply with applicable laws ensuring equal employment opportunities to qualified individuals with disabilities, the company will provide reasonable accommodation to individuals with a known physical or mental disability if such accommodations would not impose an undue hardship on the company. Reasonable accommodations will be made to enable the individual to apply for or perform the essential functions of the position in question, and allow the individual to enjoy all the benefits and privileges of employment with Crunch. Any applicant or employee who requires an accommodation in order to perform the essential functions of the job should contact his or her manager or Human Resources and request such an accommodation orally or in writing.

Anti-Harassment Policy, Discrimination and Retaliation

Crunch is committed to providing a work environment free of unlawful discrimination, harassment, and retaliation. Company policy prohibits sexual harassment, and harassment based on pregnancy, childbirth or related medical conditions, race, religious creed, color, national origin or ancestry, physical or mental disability, medical condition, marital status, age, sexual orientation, or any other basis protected by federal, state or local law or ordinance or regulation. All such harassment is unlawful. Crunch’s anti-harassment policy applies to all persons involved in the operation of the company and prohibits unlawful harassment by any employee of the company, including supervisors and co-workers. Crunch’s anti-harassment and anti-discrimination policies also apply to all interactions with customers, prospective customers and other third parties.

Sexual harassment constitutes discrimination and is illegal under federal, state and local laws. For the purposes of this policy, sexual harassment is defined, as in the Equal Employment Opportunity Commission Guidelines, as unwelcome sexual advances, requests for sexual favors, and other verbal or physical conduct of a sexual nature.

Sexual harassment may include a range of subtle and not so subtle behaviors and may involve individuals of the same or different gender. Depending on the circumstances, these behaviors may include, but are not limited to: unwanted sexual advances; subtle or overt pressure for sexual favors; sexual jokes; innuendos, advances or propositions; verbal abuse of a sexual nature; graphic commentary about an individual’s body; sexual prowess or sexual deficiencies; leering, whistling, touching, pinching, assault, coerced sexual acts, or suggestive, insulting, or obscene comments or gestures; display in the workplace of sexually suggestive objects or pictures; and other physical, verbal or visual conduct of a sexual nature.

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It is also essential to understand that consenting romantic and sexual relationships between supervisors or managers and less-senior and lower-level employees, or between co-workers, may lead to unforeseen complications. A manager, supervisor, or an employee, who enters into a romantic or sexual relationship with another employee, especially where a difference in seniority or power between the individuals involved exists, should be aware that, if a complaint of sexual harassment is subsequently made, it could be difficult to prove that the behavior was welcome or a result of mutual consent.

This policy applies to all applicants and employees, whether related to conduct engaged in by fellow employees, supervisors, managers, or someone not directly connected to Crunch (e.g., an outside vendor, consultant, and members).

In addition, the described behaviors are unacceptable at the workplace as well as any work-related setting outside the workplace such as during business trips, court appearances and business-related social events.

Repor ting An Incident of Sexual Harassment :

The Company encourages reporting of all perceived incidents of sexual harassment, regardless of the offender’s identity or position. Individuals who believe they have been the victim of sexual harassment should discuss their concerns with their supervisor, or with any Crunch executive. Once the matter has been reported it will be promptly investigated and any necessary corrective action will be taken where appropriate.

If the Company is not made aware of the complaint, either, informally or formally, the Company will not be in a position to explore the matter and therefore cannot be held responsible for failure to take corrective action.

Non-Disclosure/Confidentiality/Non-Disparagement

Employee’s will not, during and after the term of employee’s employment with the company, directly or indirectly use, disseminate, disclose, publish, reveal or cause to be revealed to any person or entity any “Confidential Information” without prior written consent of the company. “Confidential Information” means confidential and proprietary information disclosed to the employee or known by the employee as a consequence of or through his employment by the company, which information is not generally known to the public, including, but not limited to, the company’s products, processes, and services, including but not limited to, research, development, inventions, members, prospective members, and acquisitions.

Confidential information relating to the Company and its members includes, but is in no way limited to: financial records; business, marketing, and strategic

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plans; personnel and payroll records regarding current and former employees; the identity of, contact information for, and any other account or business information on members, vendors, and suppliers; inventions, programs, trade secrets, formulas, techniques, and processes; information concerning the Company, its members or any third parties produced or disclosed in connection with actual or potential business relationships, disputes or litigation; and any other documents or information regarding the business, operations, procedures, or practices of Crunch or its members. Confidential information, including any written, electronic or filmed copies thereof, may not be removed or transmitted from the Company’s premises without express authorization of your Manager.

All written materials, documents, and records made by the employee or coming into his possession during the term of employment containing or concerning any Confidential Information shall be the sole and exclusive property of the company. Immediately upon termination of his employment, all such materials, documents, records, notebooks, and similar repositories or other reproductions, whether prepared by the employee or others, shall be returned to Crunch.

Crunch reserves the right to avail itself of all legal and equitable remedies to prevent the impermissible use of confidential information or to recover damages incurred as a result of the impermissible use of confidential information.

Non-Disparagement

You understand and acknowledge that the Company’s reputation and good will in the public is essential to its success. You, therefore, shall not, directly or indirectly, during the term of your employment or at any time thereafter, do or refrain from doing anything that may adversely affect, disparage or create any negative inference as to the reputation, prestige, value, image or impression of the Company or any of its officers, managers, affiliates, personnel, products, services, or members, by words, actions or other communications, or by any omissions to speak, act or otherwise communicate, or in any other manner whatsoever.

Employment Termination

Termination of employment is an inevitable part of personnel activity within any organization, and many of the reasons for termination are routine. Below are a few examples of some of the most common circumstances under which employment is terminated:

• Resignation – voluntary employment termination initiated by an employee.

• Termination – involuntary employment termination initiated by Crunch.

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• Layoff – involuntary employment termination initiated by Crunch usually for non-disciplinary reasons, such as a company restructuring.

Although advance notice is not required from employees, Crunch generally requests at least two weeks written resignation notice from all employees if possible.

Crunch will generally perform an exit interview. The exit interview will afford the opportunity to discuss issues which may or may not have led to or resulted in the termination of employment.

Since employment with Crunch is based on mutual consent and in the absence of a written contract, both the employee and the Company have the right to terminate employment at will, with or without cause, at any time. Employees will receive their final pay in accordance with applicable state law.

Employee benefits will be affected by employment termination in the following manner. All accrued, vested benefits that are due and payable at termination pursuant to applicable state and federal laws will be paid. Some benefits may be continued at the employee’s expense or shared expense, if the employee so chooses to continue such benefits (e.g. COBRA). The employee will be notified in writing of the benefits that may be continued and of the terms, conditions and limitations of such continuance.

Crunch does not have a severance policy. Severance is at the sole discretion of the Company. Any payment of severance does not imply that termination is without cause, nor does it obligate the company to make further payments to other employees.

Immigration Law Compliance

Crunch employs only United States citizens and those non-U.S. citizens authorized to work in the United States in compliance with the Immigration Reform and Control Act of 1986.

Each new employee, as a condition of employment, must complete the Employment Eligibility Verification Form I-9 and present documentation establishing identity and employment eligibility.

If you cannot verify your right to work in the United States within the time allowed under the law, Crunch may be obligated to revoke your offer of employment. If documents used to establish your eligibility have expiration dates that would no longer qualify you, we must re-verify at the time of expiration.

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Access to Personnel Files

Employee files are maintained by the Human Resources Department and are considered confidential. Managers and supervisors, other than Human Resources personnel and certain authorized subordinates may only have access to personnel file information on a need-to-know basis.

All Personnel files are to be reviewed in the Human Resource Department, even by managers and supervisors. Personnel files may not be taken outside of the department.

Representatives of government or law enforcement agencies, in the course of their duties, may be allowed access to personnel file information. The decision will be made at the discretion of the Company or the Human Resource Department, in accordance with applicable laws, in response to the employee’s request, a valid subpoena, or valid court order.

Personnel file access by current employees will generally be permitted within 3 business days of the request.

Workplace ConductStandards of Conduct

Crunch, like any organization, has standards to guide employees in their work. This handbook is to inform employees of some of the standards of conduct they must meet while employed at Crunch. It is not possible to list every type of inappropriate conduct, the following list is not exhaustive, does not limit the Company’s right to discipline or terminate its employees, and does not change an employee’s at-will status in any way.

• Follow all laws and regulations.

• Follow all company policies and guidelines.

• Follow all safety and health rules and conduct all work activities in a safe manner.

• Perform all job tasks assigned, in a consistently acceptable manner.

• Be honest in all of your dealings with members, fellow team members and vendors.

• Treat fellow team members, members, clients and vendors with courtesy and resolve any differences in a professional, non-abusive and non-threatening manner.

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• Avoid conduct deemed offensive.

• Maintain member and team member confidentiality.

• Use company equipment and assets for authorized Crunch Fitness business only.

• Follow lawful human resource practices in recruiting, hiring evaluation, training, discipline, career development, compensation, promotion and termination.

• Avoid conflicts of interest or the appearance of a conflict of interest.

• Accurately record all time worked utilizing internal company systems.

Ethics

If you are aware of unethical behavior, which is not being adequately resolved report the behavior to your supervisor, or Human Resources by calling (212) 993-0306 or e-mailing myvoice@crunch.com. Company policy prohibits any form of retaliation against employees for reporting unethical behavior.

• Dishonesty in any form, including, but not limited to, misuse of company property, including Club guest passes, theft, fraud, forgery, and knowingly directing or making an inaccurate entry on a time record.

• Falsification of company documents.

• Failure to follow job instructions; insubordination or willful disregard -including but not limited to failure or refusal to obey the instructions of a supervisor or member of management.

• Failure to cooperate in an internal investigation.

• Conduct leading to a loss of trust and confidence.

• Breach of confidentiality.

• The possession, sale or use of any kind of dangerous weapon on company property or during working hours.

• Criminal conduct, including fighting, assault and vandalism.

• The use of abusive, disruptive or threatening language or conduct toward another employee, member, or other third party.

• Reckless or dangerous use of equipment.

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• The sale, offering, possession or use of alcohol or illegal or controlled substances on company property or during work hours; being under the influence of alcohol or illegal or controlled substances on company property or during working hours.

• Violation of company policy.

• Violation of company cash handling procedures.

• Unauthorized or excessive absences.

• Job abandonment.

Conflict of Interest

A “conflict of interest” exists when an employee’s private interest interferes in any way - or even appears to interfere - with the interests of the Company or its clients. A conflict situation can arise when an employee takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. Conflicts of interest may also arise when an employee, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company. Loans to or guarantees of obligations of, employees and their family members by the Company may create conflicts of interest and in certain instances are prohibited by law.

Employees with a conflict-of-interest question should seek advice from management. Before engaging in any activity, transaction or relationship that might give rise to a conflict of interest, employees must seek review from their manager or the Human Resource department.

Progressive Discipline/Corrective Action

Every employee has the duty and the responsibility to be aware of and abide by existing Company rules and policies. Every Employee also has the responsibility to perform his/her duties to the best of his/her ability and to the standards as set forth in his/her job description, or as otherwise established.

In certain situation, Crunch supports the use of progressive discipline to address issues such as poor work performance or misconduct. Our progressive discipline policy is designed to provide a corrective action process to improve and prevent a recurrence of undesirable behavior and/or performance issues. Our progressive discipline policy has been designed consistent with our organizational values, HR best practices and employment laws. Of course, there may be occasions where Crunch determines that progressive discipline is not appropriate.

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Crunch reserves the right to determine the appropriate level of discipline, in its sole discretion, for any inappropriate conduct, including oral and written warnings, suspension with or without pay, demotion and discharge.

Attendance and Punctuality

Crunch places a high value on attendance. Good attendance is required of all Crunch employees. We expect employees to report to work on a reliable and punctual basis.

Absence Notification Policy:

• If you cannot report for work on any particular day, you must call your supervisor at least two [2] hours before the start of your work period that day. If you call in less than two [2] hours before your scheduled time to begin work, it will be considered an unexcused absence for that day and subject to disciplinary action.

• Employees must inform their supervisor of the expected duration of their absence.

• If you are late for any reason you must call your supervisor so that someone can cover your shift until you arrive.

• If you are absent and fail to contact your supervisor for two [2] workdays in a row we will assume you have voluntarily resigned. It is not acceptable, unless it is a verifiable emergency, to have a spouse, relative or friend call. It is not acceptable to leave a message with another employee. You must call in to work yourself and speak to your supervisor directly.

Absences for reasons other than the immediate onset of an illness or injury must be approved by your supervisor before the absence. If you take time off for personal business or medical appointments, your supervisor must be told beforehand. Advance planning is advised to avoid an unexcused absence. You may be asked to reschedule non-emergency medical appointments to the extent that such appointments can be arranged during non-working time.

Crunch may request that an employee provide a doctor’s note before returning to work. Crunch reserves the right, at its own expense, to have the employee examined by a company designated company physician prior to allowing the employee to return.

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Smoking, Alcohol and Drugs

Ours is a business focused on health and we have several policies affecting the use of cigarettes, alcohol and other drugs [including steroids] while working.

Crunch is committed to providing a safe work environment and to fostering the well-being and health of its employees and members. The company reserves the right to conduct searches of company property and to implement other measures necessary to deter and detect abuse of this policy. The following are strictly prohibited.

• Possession or use of alcohol, or being under the influence of alcohol while on the job.

• Possession or use of an illegal or controlled substance, possession or use of drug paraphernalia, recommend the use of an illegal or controlled substance, or being under the influence of an illegal or controlled substance while on the job.

• Distribution, sale or purchase of an illegal, controlled substance or alcohol while on the job.

The company will encourage and reasonably accommodate employees with chemical dependencies [alcohol or drug] to seek treatment and/or rehabilitation. To this end, employees desiring such assistance must request a treatment or rehabilitation leave. This policy on treatment and rehabilitation is not intended to affect the company’s treatment of employees who violate the regulations described above or employees who violate any employee standards of conduct. This policy does not excuse employees from disciplinary action, up to and including termination, for violation of this policy or any employee standards of conduct.

The Company adheres to all federal, state, local rules regarding smoking in the workplace. Smoking is not permitted in the clubs or offices. All Crunch facilities, including but not limited to all club and parking areas and company owned or leased vehicles are smoke free. Employees who do smoke shall do so off the premises, including the parking lots. Employees should be aware that smelling of smoke is not professional behavior, nor is it in line with our image as a health related business.

Solicitation/Distribution of Literature

Approaching fellow employees in the workplace regarding activities, organizations, or causes, regardless of how worthwhile, important, or benevolent, can create unnecessary apprehension and pressures. As a result, Crunch

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has established rules, applicable to all employees, to govern solicitation and distribution of written material during working time and entry onto the premises and work areas.

All employees are expected to comply strictly with these rules.

• No employee shall solicit or promote support for any cause at any time on company premises.

• No employee shall distribute or circulate any written or printed material at any time on company premises.

• Under no circumstances will non-employees be permitted to solicit or to distribute written material for any purpose at any time on company premises.

Camera Phones/Recording Devices

Due to the potential for issues such as invasion of privacy, sexual harassment, and loss of productivity, no employee may operate a camera phone on company property or while performing work for the Company.

No photos or video can be taken while a group class or personal training session is in progress unless pre-approved by the Marketing/PR Department. If approved, a sign provided by Marketing/PR Department must be placed in a visible area (i.e. on the GF Studio door) explaining that filming/photo will be taking place during the workout. Instructors/Trainers must give members an option to opt-out – for example, designate an area in the studio in which the member can participate but will not be filmed or photographed. In addition, members who choose to participate will be asked to sign a waiver provided by the Marketing/PR Department.

If a member opts-in to be photographed or videotaped before or after a class or training session, it is the responsibility of the instructor/trainer to ensure that the member understands that their image and likeness may be used/shared on personal and company social media platforms and networks and to ensure that a signed waiver is on file.

The use of voice recording devices anywhere on Company property, including to record conversations or activities of other employees, management, or members, or at any time while performing work for the Company, is also strictly prohibited, unless the device was provided to you by the Company and is used solely for legitimate business purposes.

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Video Monitoring

The Company’s Security cameras monitor its clubs, offices and all other non-restroom and changing facilities —both inside and outside— in order to maintain the security of our members, employees, facilities and property.

We may videotape all public areas of our clubs and offices. Employees are strictly prohibited from interfering with the operation of the video monitoring system. Any employee found to tamper with the system will be subject to immediate discipline, up to and including termination.

Telephone Monitoring and Recording

In accordance with applicable Federal and State law, the Company records telephone conversations in order to improve member service and quality assurance. All of the Company’s recorded telephones are clearly marked as such. Telephone recordings will be used for training purposes and your supervisor may from time to time review calls with you to help improve member relations.

Under no circumstances should an employee disclose personal and sensitive information; use inappropriate references including comments that can be construed as discriminatory, hostile or are otherwise in violation of the Company’s harassment policy.

Personal phone calls should not be placed on these telephones.

Social Media Policy

Crunch takes no position on your decision to participate in social networking activities. However, to protect Crunch’s interests and ensure employees’ focus on their job duties, employees must adhere to the following policy.

General Provisions:

Social networking includes, but is not limited to, video or wiki postings, use of sites such as Facebook and Twitter, chat rooms, personal blogs or other similar forms of online journals, diaries or personal newsletters not affiliated with Crunch or its subsidiaries and affiliates.

Unless specifically instructed, employees are not authorized and therefore restricted from speaking on behalf of Crunch. Employees are expected to protect the privacy of Crunch’s members and are prohibited from disclosing personal information of the customers and any other proprietary and nonpublic information to which employees have access. Such information includes but

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is not limited to member information, trade secrets, financial information and strategic business plans.

Employer Monitoring:

Employees are cautioned that they should have no expectation of privacy while using the Internet. Your publically accessible postings can be reviewed by anyone, including Crunch’s management and associates. Crunch reserves the right to monitor publically available comments or discussions about Crunch, its employees, members and the industry, including products and competitors, posted on the Internet by anyone, including employees. Crunch reserves the right to use search tools and software to monitor forums such as blogs and other types of personal journals, diaries, personal and business discussion forums, and social networking sites.

Employees are cautioned that they should have no expectation of privacy while using company equipment or facilities for any purpose including social networking.

Crunch reserves the right to use content management tools to monitor, review or block content that violate company rules and guidelines while on Company owned equipment.

Crunch respects the right of employees to use social networking sites as a medium of self-expression and public conversation and does not discriminate against employees who use these media for personal interests and affiliations or other lawful purposes on their own equipment. Employees should be aware that granting access to their personal social media accounts (a.k.a.“friending”) to co-workers and/or supervisors is strictly voluntary and that employees are under no obligation to do so.

Employees are expected to follow the guidelines and policies set forth to provide a clear line between you as the individual and you as the employee. Employees are personally responsible for their commentary on blogs and social networking sites and can be held personally liable for commentary that is considered defamatory, obscene, proprietary or libelous by any offended party, not just Crunch.

Employees are prohibited from:

• Using employer-owned equipment, including computers, company-licensed software or other electronic equipment, using facilities or company time, to conduct social networking activities, except as authorized.

• Using blogs or social networking sites to harass, threaten, discriminate against or disparage employees or anyone associated with or doing business with Crunch. The rules in the Employee Handbook apply to employee

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behavior within social media and in public online spaces. This includes, for example, Crunch’s anti-harassment and discrimination policies.

• Posting company-privileged information, including copyrighted information or company-issued documents.

• Posting on personal blogs or social networking sites photographs of other employees, members, vendors or suppliers, including photographs of persons engaged in company business or at company events.

• Posting on personal blogs and social networking sites any advertisements or photographs of Company products.

• Linking from a personal blog or social networking site to Crunch’s internal or external websites.

If you mention Crunch in a blog or elsewhere in online social media, or it is reasonably clear you are referring to Crunch or a position taken by Crunch, and also express a political opinion or an opinion regarding Crunch’s positions or actions, the post must specifically note that the opinion expressed is your personal opinion and not Crunch’s position, nor of any person or organization affiliated or doing business with Crunch. This is necessary to preserve Crunch’s good will in the marketplace.

Repor ting Violations:

Crunch requests and strongly urges employees to report any violations or possible or perceived violations to supervisors, managers or the HR Department. Violations include discussions of Crunch and its employees that are disparaging and/or violate Crunch’s policies, including but not limited to the Anti-Harassment Policy, Workplace Violence Policy, and Code of Conduct. Violations may also include discussions of its members, any discussion of proprietary information, any unlawful activity related to blogging or social networking or information on job responsibilities that could, at the determination of management, impinge on the security of Crunch.

Discipline for Violations:

Crunch investigates and responds to all reports of violations of the social networking policy and other related policies. Violation of Crunch’s social networking policy may result in disciplinary action up to and including termination. Crunch reserves the right to take legal action against employees who engage in prohibited or unlawful conduct.

If you have any questions relating to this policy, your personal blog or social networking, ask your manager or Human Resources.

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Nothing in this policy, or anywhere else in this handbook, is intended to infringe on any employee’s rights to engage in protected activity under the National Labor Relations Act.

Member Information Confidentiality

As an employee of Crunch, you may have access to confidential Member Information (as defined below) through your use of Crunch systems, as a result of your employment. Employees are required to understand the confidentiality obligations with respect to the protection of all account information obtained from our members, both via Crunch systems and otherwise.

This policy is in place to protect the security of our members’ personal confidential information. Member information shall not be given out to anyone at any time. Member Information includes but is not limited to name, address, phone, email, financial information, birthdates, and other contract information.

All Member Information shall be kept confidential both during and after employment with Crunch. Disclosing Member Information to any person (including other members) at any time could lead to disciplinary action, up to and including termination, for any employee who violates this policy.

Computer, Internet Use and Communication Systems

The Company’s Computer and Communications Systems are provided to assist in the conduct of Company business. The companies computer communications are referred to as, software, systems and services, email, Internet and voicemail systems, any other computer or communications-related service, and all equipment, technical resources and components associated therewith.

As a result, computer data, voice mail messages, and e-mail transmissions are readily available to many persons including other Company personnel and the Company’s consultants who work on the Company’s Computer and Communications System. That which is stored or transmitted on the Company’s Computer and Communications System is subject to the investigation, search, and review of others in accordance with this policy. In addition, any electronically stored communications sent or received from others may be retrieved and reviewed when, in the Company’s judgment, doing so serves the legitimate business interests and obligations of the Company.

Employees may access only files or programs, whether computerized or not, that they have permission or are authorized to access. Computer software is protected from unauthorized copying and use by federal and state law. Unauthorized

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copying or use of computer software is prohibited. Unauthorized review, duplication, dissemination, removal, installation, damage, or alteration of files, passwords, computer systems or programs, or other property of the Company or its clients, or improper use of information obtained by unauthorized means is prohibited.

• Any use of the Company’s name or service marks (logos) outside the course of the user’s employment is prohibited.

• Employees may not reference their employment with the Company or represent themselves in any way to be an agent of the Company on any personal or non-Crunch Internet site, except those authorized to do so by a Company Executive.

• Display, download or transmission of sexually explicit images, messages, cartoons or any communication that can be construed as harassment or disparagement of others based on race, national origin, sex, age, disability, or any other protected class is prohibited. Access to any internet site involving any of the foregoing is also strictly prohibited.

• Use of the Computer and Communications System to solicit outside business or commercial ventures, or espouse religious, political or personal causes is prohibited.

• Making threatening or harassing statements to another employee, vendor, member, or other outside party is prohibited.

• Misrepresenting, obscuring, suppressing, or replacing a user’s identity is prohibited.

• The forwarding of chain letters, junk mail, and jokes is strictly forbidden.

• Do not send mass emails unless authorized.

• All messages distributed via the company’s email system, even personal emails, are Crunch’s property.

Operation of Vehicles/Cellular Phones

All employees authorized to drive Company-owned or leased vehicles or personal vehicles in conducting Crunch business must possess a current, valid driver’s license and an acceptable driving record. Any change in license status or driving record must be reported to management immediately.

A valid driver’s license must be in your possession while operating a vehicle off or on Company property. It is the responsibility of every employee to drive safely

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and obey all traffic, vehicle safety, and parking laws or regulations. Drivers must demonstrate safe driving habits at all times.

Employees with cell phones must refrain from using their phones for company business while driving. Safety must come before all other concerns. Regardless of the circumstances, including slow or stopped traffic, employees should proceed to a safe location off the road and safely stop the vehicle before placing or accepting a call. If acceptance of a call is necessary while the employee is driving, the employee must use a hands-free option and advise the caller that he is unable to speak at that time and will return the call shortly. Employees who do not drive Company cars but use a cell phone for business use also must abide by the above regulations.

Employees who are charged with traffic violations resulting from the use of their phones while driving will be solely responsible for all liabilities that result from such actions.

Personal Phone Calls

Do not engage in personal phone calls during working hours unless it is absolutely necessary. With respect to personal cell phones, pagers, or electronic-mail devices in the office, these devices should be set in the “vibrate” mode to avoid disturbing other co-workers.

At no time may an employee carry any personal cell phone, pager, e-mailer, or any other personal communication device unless specifically required by your position whether in the “on” or “off” mode in a member area. Personal phone calls may only be made from cell phones during an employee’s break time and then, only in non-member areas and away from other employees who are working.

Bulletin Boards

These informational tools may be placed in clubs as a way of giving information to the staff and members. Employees may not put any personal literature, advertisements or any other information on the boards, including the community boards, without the approval of the General Manager.

Any unapproved materials found on these boards or screens will be removed and the individual displaying them may be subject to disciplinary action.

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Child Drop-Off Centers

Use of the club child drop off center is for Crunch members only. Employees are not allowed to bring their children in for this service. There is absolutely no exception to this policy, and failure to comply with this policy is grounds for immediate termination.

Relationships with our Members

We expect that you will give the highest quality service possible to our members. As an employee of Crunch, your job is to be professional to members at all times.

When our members pay for our services, they have great expectations and a positive impression of our service. It is up to each employee to fulfill these expectations and build a lasting impression. We must consider the quality and professionalism in every aspect of what we do and say. The way you behave has a direct impact on our brand and business.

Internal problems or problems with a particular member should be discussed with management, and not with any members. Crunch requires every employee to adhere to the highest standard of ethical business conduct.

Due to the personalized nature of the services that we often provide to our members, employees must be especially cautious not to diverge from their position as service professional when dealing with members. While we, of course, want our members to feel at home in our facilities, we must not lose sight of the professional relationship that we have with them. Our members are our clients, and we must maintain the highest level of professionalism when dealing with them at all times.

Employment of Relatives

While Crunch does not have a non-fraternization policy and has no desire to intrude into the personal lives of its employees, the avoidance of conflicts of interest, favoritism or bias by one employee toward another is essential to the proper functioning of our business.

This applies to situations involving any type of relationship between employees, whether it involves relatives, spouses or close personal relationships. As an example, while the company permits the employment of relatives of present employees or friends living in the same household, employment of such individuals in the same department, particularly in a supervisory/ subordinate relationship, is prohibited.

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A close personal relationship could involve a relationship between a male and female employee or between members of the same sex where such relationship or friendship could be a possible source of bias, favoritism or conflict of interest.

While Crunch welcomes friends and relatives of its employees as potential new hires, all applicants and new hires are required to identify any such relationships with current employees. The effect of any such relationship on the potential work environment will be reviewed on a case-by-case basis.

Each situation will be reviewed on a case-by-case basis to determine whether a change in employment status is appropriate at the company’s discretion.

Employees have an obligation to disclose any potential internal conflicts of interest consistent with this policy.

Personal Property

Crunch accepts no responsibility for personal property that may be brought to or stored in Company facilities. Accordingly, you should not keep or maintain any personal property or information on Company premises that you expect to be kept private and confidential. In addition, the Company reserves the right to check all personal bags that you may carry [including duffel-bags, handbags and briefcases].

Return of Equipment and Supplies

If and when you leave the company you must return any equipment, supplies, documents or other items provided by the organization. This includes keys, identification, health club membership cards, all training manuals [sales and customer service], etc. Employees will be responsible for any lost or damaged Company property.

Parking

Where applicable, employees must park their cars in areas indicated and provided by the Company. Crunch assumes no liability for loss or damage to vehicles or their contents while parked on Company property.

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Health, Security & SafetyAccident Prevention and Safety

By law, safety on the job is everybody’s job. It is the Company’s intention to furnish each person with a place of employment free from recognized hazards. The policy of the Company is to provide every practical and reasonable safeguard on all our machinery, equipment, and tools, and to make operations as safe as possible.

As an employee, it is your duty to comply with this policy and all rules, regulations, and orders issued in the interest of safety and applicable to your actions and conduct on the job.

Safety is not merely a matter of safeguard, safety bulletins, and slogans, but the responsibility of every employee. Refer to your specific Safety Manual for detailed information.

On the Job Injur y :

In order for the Company to comply with federal and state law, it must record all on-the-job injuries. Accordingly, any injury, accident or illness, however slight, must be reported immediately to your supervisor. Once action is taken to ensure your safety, an accident report must be completed as soon as possible and sent to the Human Resources department. In situations where you may qualify for Workers’ Compensation, appropriate Workers’ Compensation forms must also be completed in a timely manner.

Security

The security of our facilities as well as the welfare of our members and employees requires that every employee be constantly aware of potential security risks. If you see anyone acting in a suspicious manner, tell your supervisor or manager immediately. Below are some safety precautions to remember to ensure a safe working environment.

• Check membership cards and IDs.

• Keep an eye on “employee-only” areas near you. Inform unauthorized persons that these areas are off-limits.

• Valuables should not be left in lockers.

• Under no circumstances should you agree to watch a member’s personal possessions or agree to keep such items at the front desk, as Crunch will not assume liability for any lost or stolen property or cash.

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• All company revenue [cash, checks, charge receipts, coupon vouchers, etc.] must be secured and accounted for at all times.

• Be aware of persons loitering for no apparent reason [e.g., in parking areas, walkways, entrances/exits and service areas]. Report any suspicious persons or activities to your supervisor or manager.

Workplace Violence

Acts or threats of physical violence, including intimidation, harassment, or coercion, that involve or affect the Company or that occur on the Company’s property or in the conduct of the Company’s business off the Company’s property, will not be tolerated. This prohibition against threats and acts of violence applies to all persons involved in the Company’s operations, including, but not limited to, the Company’s personnel, temporary employees, and anyone else on the Company’s property or conducting the Company’s business off the Company’s property. Violations of this policy, by any individual, may lead to disciplinary or legal action as appropriate.

Workplace violence is any intentional conduct by or on behalf of one or more of Crunch’s Employees that is sufficiently severe, offensive, or intimidating to cause an individual to reasonably fear for his or her personal safety or the safety of his family, friends, or property, such that employment conditions are altered or a hostile, abusive, or intimidating work environment is created for one or more of the Company’s Employees. Workplace violence may involve any threats or acts of violence occurring on the Company’s premises, regardless of the relationship between the Company and the parties involved in the incident. It also includes threats or acts of violence that affect the business interests of the Company or that may lead to an incident of violence on the Company’s premises. Threats or acts of violence occurring off of the Company’s premises that involve Employees, agents, or individuals acting as a representative of the Company, whether as victims of or active participants in the conduct, may also constitute workplace violence.

Any person who engages in threatening or violent action on the Company’s property may be removed from the premises as quickly as safety permits and may be required, at Crunch’s discretion, to remain off of the Company’s premises pending the outcome of an investigation of the incident.

When threats are made or acts of violence are committed by an Employee, a judgment will be made by the Company as to what actions are appropriate with respect to that Employee, including potential medical evaluation or disciplinary action up to and including termination.

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The Company will make the sole determination of whether, and to what extent, threats or acts of violence will be acted upon by the Company. In making this determination, the Company may undertake a case-by-case analysis in order to ascertain whether there is a reasonable basis to believe that workplace violence has occurred.

Building Access

You should be in the clubs or offices only during your scheduled work period or at any time scheduled by your supervisor or General Manager [e.g., staff meetings, approved overtime, special projects, etc.]. You must clock in and out for all scheduled times.

You may work out during your non-scheduled hours provided that you are doing so within the normal business hours of the clubs or offices. If you work out during a break on a scheduled workday, you must clock out. Remember that preference should be given to members at all times. You are not allowed, under any circumstances, to bring a non-member into the club.

Visitors in the Workplace

To provide for the safety and security of employees, visitors, and the facilities of Crunch, only authorized visitors are allowed in the workplace. Restricting unauthorized visitors helps ensure security, decreases insurance liability, protects confidential information, safeguards employee welfare, and avoids potential distractions and disturbances.

Employee Development & TrainingTransfers and Promotions

Transfers, like promotions are based on the ability, qualifications and demonstrated potential of the candidate. When an opening occurs, current employees who express a desire and meet the requirements outlined below are welcome to apply.

All employees who wish to be considered for a transfer or promotion must first submit a notice to their current supervisor. Keep in mind; employees who meet the following criteria are entitled to request a transfer or promotion to any position that has been posted internally or externally:

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• All non-exempt/hourly employees must have completed one year of continuous employment in their current position

• All Managers must have completed at least six months in their current position

• The employee must possess at least the minimum qualifications required for the position

An approved transfer request only grants the “eligibility” to transfer.

It is the responsibility of the employee to secure his own employment. Actual hiring at the new location or position is not guaranteed and will depend on hiring needs and other factors as determined solely and exclusively by Crunch management. Employees requesting a transfer must meet all the hiring needs and criteria set for the position, including completing the interviewing process.

Note: Crunch management reserves the right to promote or demote employees at any time

Educational Reimbursement

Crunch encourages employees to increase their knowledge and skills. Employees are eligible for tuition reimbursement of up to $600.00 per calendar year for company-approved course work that is job related. To be eligible for reimbursement, employees must have been employed for one [1] continuous year at the time of course enrollment, and must receive a grade of at least a B, or “pass” in a pass/fail class. Employees who meet the above criteria will receive 50% reimbursement six (6) months after completion of the course and the balance at the end of the following six (6) months.

In order to receive benefits, employees must submit a completed written request form to Human Resources before the start of their course[s]. Human Resources will determine eligibility and return the form to the employee with an approval or denial of benefit eligibility. Upon completion of their courses, employees must present their approved request form, evidence of course completion with the grade received, and receipt for tuition paid.

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CompensationJob Classification

Full-time:

A full time employee is defined as working 30 or more hours per workweek.

Par t-time:

A part time employee is defined as working less than 30 hours per work week.

Non-exempt :

Non-exempt employees are eligible for overtime compensation, in accordance with federal and state overtime regulations. Overtime wages are paid in accordance with specific state regulations at one and one half times regular rate of pay.

Exempt :

Exempt employees are those employees that meet certain state and federal exemption tests established by the Fair Labor Standards Act and are not eligible for overtime compensation. Under federal and state law, your salary is subject to certain deductions. Your salary can be reduced for the following reasons:

• Full-day absences for personal reasons, sickness or disability

• Family and Medical Leave absences

In any work week in which you performed any work, your salary will not be reduced for any of the following reasons:

• Partial day absences for personal reasons, sickness or disability

• Absences for jury duty, attendance as a witness, or military leave in any week in which you have performed any work in accordance with leave of absence laws and regulations

Timekeeping

Employees must punch in at the beginning of your workday or assignment, out and in for meals, and out at the end of your workday or assignment. If you forget to punch in, your supervisor must make the correction. No employee may punch in or out for another employee.

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Working Hours and Schedule

The Crunch defined work week is Monday through Sunday 12:00am to 11:59pm. Managers are responsible for creating and assigning schedules on a pay period basis. Crunch does not guarantee a set or fixed schedule and reserves the right to change schedules on either a short or long term basis.

Meals and Rest Periods

It is the policy of Crunch LLC (“Crunch) to comply with all applicable state and federal laws pertaining to employee meal and rest periods. The purpose of the policy is to reiterate Crunch’s expectations and policies regarding meal and rest breaks for non-exempt employees. The below stated policies are specific to region.

If you are an employee who principally works in Florida and under the age of 18, please refer to the Florida addendum at the end of this Employee Handbook, otherwise the policies pertaining to employees principally working in California shall apply to employees principally working in Florida.

The below policy is for non-exempt employees who principally work in New York. As a condition of employment, non-exempt employees will be required to sign a form acknowledging their receipt of this policy statement and their obligation to adhere to its terms.

Meal Breaks:

• Each Employee is authorized to take one unpaid 30-minute meal break between the hours of 11:00 a.m. and 2:00 p.m. for shifts lasting six (6) hours or longer that extend over that time period. (For example – if an employee’s shift starts at 10:00 a.m. and ends at 5:00 p.m., such employee would need to take a thirty (30) minute unpaid meal break sometime between the hours of 11:00 a.m. and 2:00 p.m.). Each Employee is authorized to take one unpaid 45-minute meal break at the time midway between the beginning and ending of his/her shift for all shifts of more than six (6) hours starting between 1:00 p.m. and 6:00 a.m. All Employees are entitled to an additional 20-minute meal break between 5:00 p.m. and 7:00 p.m. for workdays that extend from before 11:00 a.m. and to after 7:00 p.m. This includes part time Employees. During these meal breaks, and as part of this authorization, the Employee is relieved of all duty, and control, by Crunch, and is free to come and go as he/she pleases. Employees should be off the clock when taking an authorized meal period. An Employee must not be absent from her/his workstation beyond the length of time allotted for meal breaks detailed above.

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• The Employee’s supervisor may (or may not) designate the precise timing of the authorized meal break(s) within the periods set forth above. If a manager or supervisor fails to designate the specific timing of a meal break authorization (within the periods set forth above), the Employee may take the meal period at a time convenient for the Employee but within the guidelines set forth above.

• No Crunch employee (including exempt employees) is permitted to prevent an Employee, or discourage an Employee, from taking an authorized unpaid meal break or from being relieved of all duties during an authorized unpaid meal break.

• It is the Employee’s obligation to record his/her time worked by use of Crunch’s time punch system, including recording the time he/she left for each meal break and the time he/she returned after each meal break.

• As further explained below, each Employee must report to Crunch if he/she believes that he/she has been prevented or discouraged from taking any authorized meal break or from being relieved of all duty during any authorized meal break. In the event Employee is unable to take an authorized meal break the Employee will be paid for such time worked.

Rest Breaks:

• If a non-exempt employee (“Employee”) works 3 ½ hours or more in a workday, he/she is authorized to take one paid 10-minute rest break for each four-hour period of work (or major fraction thereof). If the Employee works more than 6 hours (for example, 6 hours and 1 minute) but less than 10 hours in a workday, he/she is authorized to take two paid 10-minute rest breaks. If the Employee works more than 10 hours (for example, 10 hours and 1 minute) in a workday, he/she is authorized to take three paid 10-minute rest breaks.

• The Employee’s supervisor or manager may (or may not) designate the precise timing of rest breaks. If a supervisor designates the timing of a rest break, it should be designated, insofar as practicable, to be in the middle of each 4-hour period of the workday (for example, in the middle of the first 4 hours worked, and in the middle of the second 3 ½ or 4 hours worked). In short, rest breaks should be spaced evenly over the entire work day to the extent practicable. If an Employee’s manager or supervisor fails to designate the specific timing of a rest break authorization, the Employee should take the rest period, insofar as practicable, to be in the middle of each 4-hour period of the workday.

• An Employee may voluntarily elect not to take any authorized rest break, and the Employee has no obligation to report that choice. However, no Crunch employee (including exempt employees) is permitted to prevent an

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Employee, or discourage the Employee, from taking any authorized rest break. If the Employee elects to take a rest break, it must be taken on the premises.

• As further explained below, an Employee must report to Crunch if he/she believes he/she has been prevented or discouraged from taking any authorized rest break.

• An employee must not be absent from her/his workstation beyond the length of time allotted for a rest (or meal) breaks.

Duty to Report any Revocation of this Authorization or other Conduct Inconsistent with this Authorization

• As a condition of each Employee’s employment, if an Employee believes that he/she has been prevented or discouraged from taking an authorized meal break (as described above) or from being relieved of all duties during an authorized meal break, the Employee must report the situation to Crunch by calling the hotline number at 212-993-0306 and indicating on the recording: (1) the date(s) on which he/she believes that he/she was prevented or discouraged from taking the off-duty meal break(s), (2) the off-duty meal break(s) he/she believes he/she was prevented or discouraged from taking, and (3) a brief description of the conduct or circumstance that he/she believes prevented or discouraged him/her from taking those off-duty meal break(s). Alternatively, the Employee may write to (or email at myvoice@crunch.com the Director of Human Resources, list the information listed in items (1) through (3) above, and sign and date his/her correspondence.

• Crunch will promptly investigate all such reports and will take remedial action when necessary to assure that the Employee is permitted to take all authorized meal breaks and are relieved of all duty during all such meal breaks, and that the Employee is not discouraged from taking these breaks.

• Failure to follow this policy may result in corrective action, up to and including termination of employment.

The below policy is for non-exempt employees who principally work in California. As a condition of employment, non-exempt employees will be required to sign a form acknowledging their receipt of this policy statement and their obligation to adhere to its terms.

If you are an employee who principally works in Florida and under the age of 18, please refer to the Florida addendum at the end of this Employee Handbook, otherwise the policies pertaining to employees principally working in California shall apply to employees principally working in Florida.

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It is the policy of Crunch to comply with all applicable state and federal laws pertaining to employee meal and rest periods. The purpose of the policy is to reiterate Crunch’s expectations and policies regarding meal and rest breaks for non-exempt employees. As a condition of their employment, non-exempt employees will be required to sign a form acknowledging their receipt of this policy statement and their obligation to adhere to its terms.

Meal Breaks:

Each Employee is authorized to take one unpaid 30-minute meal break in the first 5 hours of his/her workday if the workday lasts for 5 hours or more but l0 hours or less. If the Employee’s workday lasts longer than 10 hours (for example, 10 hours and l minute), he/she is authorized to take two unpaid 30-minute meal breaks during his/her workday. This includes part time Employees. During these meal breaks, and as part of this authorization, the Employee is relieved of all duty, and control, by Crunch, and is free to come and go as he/she pleases. Employees should be off the clock when taking an authorized meal period. An employees must not be absent from her/his workstation beyond the length of time allotted for meal (or rest) breaks.

Each Employee is authorized to take the first of these meal breaks within the first 5 hours of work, and the second of these breaks within the second 5 hours of work. The Employee’s supervisor may (or may not) designate the precise timing of a 30-minute meal break(s) within the periods set forth above (first break in first 5 hours, second break in second 5 hours). If a manager or supervisor fails to designate the specific timing of a meal break authorization (within the periods set forth above), the Employee may take the meal period at a time convenient for the Employee.

Each Employee may voluntarily elect not to take any or all authorized unpaid 30-minute meal breaks as discussed above. However, no Crunch employee (including exempt employees) is permitted to prevent the Employee, or discourage the Employee, from taking an authorized unpaid meal break or from being relieved of all duties during an authorized unpaid meal break.

It is the Employee’s obligation to record his/her time worked by use of Crunch’s time punch system, including recording the time he/she left for each meal break and the time he/she returned after each meal break.

As further explained below, each Employee must report to Crunch if he/she believes that he/she has been prevented or discouraged from taking any authorized meal break or from being relieved of all duty during any authorized meal breaks.

For example, in some departments, occasionally employees may be required to work during scheduled meal periods. In these instances, an employee should report the inability to take a meal period as described above. In such case, the

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employee will be paid for the time worked, and will receive additional amounts under applicable wage and hour law.

Each Employee may voluntarily elect to sign a form entitled “Waiver Of Need To Authorize Certain Unpaid Meal Breaks - Preference To Work And Receive Payment.” Should an Employee choose to do so, he/she will waive the requirement -- in certain circumstances -- that an unpaid 30-minute meal break be authorized. Please review that optional waiver form carefully.

Rest Breaks:

If a non-exempt employee (“Employee”) works 31/2 hours or more in a workday, he/she is authorized to take one paid 10-minute rest break for each four-hour period of work (or major fraction thereof). If the Employee works more than 6 hours (for example, 6 hours and 1 minute) but less than 10 hours in a workday, he/she is authorized to take two paid 10-minute rest breaks. If the Employee works more than 10 hours (for example, 10 hours and 1 minute) in a workday, he/she is authorized to take three paid 10-minute rest breaks.

The Employee’s supervisor or manager may (or may not) designate the precise timing of rest breaks. If a supervisor designates the timing of a rest break, it should be designated, insofar as practicable, to be in the middle of each 4-hour period of the workday (for example, in the middle of the first 4 hours worked, and in the middle of the second 3 1/2 or 4 hours worked). In short, rest breaks should be spaced evenly over the entire work day to the extent practicable. If an Employee’s manager or supervisor fails to designate the specific timing of a rest break authorization, the Employee should take the rest period, insofar as practicable, to be in the middle of each 4-hour period of the workday.

An Employee may voluntarily elect not to take any authorized rest break, and the Employee has no obligation to report that choice. However, no Crunch employee (including exempt ·employees) is permitted to prevent an Employee, or discourage the Employee, from taking any authorized rest break. If the Employee elects to take a rest break, it must be taken on the premises.

As further explained below, an Employee must report to Crunch if he/she believes he/she has been prevented or discouraged from taking any authorized rest break.

An employee must not be absent from her/his workstation beyond the length of time allotted for a rest (or meal) breaks.

Duty to Report any Revocation of this Authorization or other Conduct Inconsistent with this Authorization.

As a condition of each Employee’s employment, if an Employee believes that he/she has been prevented or discouraged from taking an authorized rest break or

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meal break (as described above) or from being relieved of all duties during an authorized meal break, the Employee must report the situation to Crunch by calling the hotline number at 212-993-0306 and indicating on the recording: (1) the date(s) on which he/she believes that he/she was prevented or discouraged from taking the rest break(s) and /or off-duty meal break(s), (2) the rest break(s) or off –duty meal break(s) he/she believes he/she was prevented or discouraged him/her from taking those rest break(s) and/or off-duty meal break(s). Alternatively, the Employee may write to (or email the Director of Human Resources, list the information listed in items (1) through (3) above, and sign and date his/her correspondence.

Crunch will promptly investigate all such report and will take remedial action when necessary to assure that the Employee is permitted to take all authorized rest breaks and meal breaks and are relieved of all duty during all such meal breaks, and that the Employee is not discouraged from taking these breaks.

Failure to follow this policy may result in corrective action up to and including termination of employment.

Overtime

Non-exempt employees are eligible for overtime. Overtime is defined as hours worked in excess of forty (40) hours in the Crunch designated workweek for New York and Florida and hours worked over eight (8) hours per day or over forty (40) hours per week for California per Federal regulations, or as otherwise required by applicable state law.

Overtime work must have the prior approval of your direct supervisor. Pay for time not worked (holiday pay, vacation, sick time, PTO) does not count towards hours worked when calculating overtime.

Under no circumstances can an employee work “off the clock” for any hours including overtime. There is no such thing as “comp” time or performing or making up work while not on the clock.

On-Call Pay (Nonexempt Employees)

An on-call employee who is called back to work outside his or her normal work schedule shall be paid for the time worked or a minimum of two (2) hours, whichever is greater. Time worked while on call will be calculated at the employee’s regular rate of pay. If an employee is called back to work, he or she will be paid for travel time. If an on–call employee is not called back, no pay will be earned. Overtime compensation is applicable only when total hours worked exceed the regular full-time work cycle.

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Paychecks and Paydays

Crunch employees are paid semi-monthly. It is your responsibility to review your paychecks for accuracy and immediately report any errors to your supervisor.

Your check stub itemizes deductions made from your gross earnings. By law Crunch, is required to make deductions for Social Security, Federal income tax and any other applicable taxes such as State and City. These required deductions may also include any court-ordered garnishments.

Salary Advances

Crunch does not permit advances on paychecks.

Wage Garnishments

With regard to wage garnishment, Crunch complies with any and all court orders, the Consumer Credit Protection Act (CCPA), and any other applicable laws. Upon receiving a court order, Crunch will notify the employee immediately and begin withholding wages.

Bonus Pay

Crunch, from time to time, after completion of performance reviews and/or review of the company’s performance, may reward certain employees in the form of a bonus. Any bonus will be awarded in the sole discretion of management based on all relevant factors, which may include, but are not limited to, appraisal review, attendance, seniority, position and salary.

Business Expense Reimbursement

Employees may be reimbursed for reasonable approved expenses incurred in the course of business.

Business Travel

Crunch will reimburse employees for reasonable business travel expenses incurred while on assignments away from their normal work location when such expenses have been approved by the employee’s supervisor.

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Employees should submit completed travel expense reports accompanied by receipts for all individual expenses, to the employee’s supervisor as soon as possible.

Abuse of the Crunch business travel expense policy, including falsifying expense reports to reflect costs not incurred by the employee, can be grounds for disciplinary action up to and including suspension without pay and/or termination of employment.

Paid Time Off

Employees can use paid time off (PTO) or vacation time only as they accrue it. PTO can be used for either sick or vacation t time. Employee’s that are hired as part-time and earn or are promoted to a full time role will begin accruing vacation and sick time at the date of the promotion or earned transfer. An earned transfer is an employee that is part time and works the required hours during our benefits measurement period to be classified as full time. The date the employee is categorized as full time is the date of the beginning of the PTO/Sick accrual.

Employees cannot “cash in” PTO time in the form of compensation. PTO is taken when an employee requests the time off and is approved. PTO time may be paid upon termination depending on state law.

PTO accrued for hourly employees will be paid at the employees’ base rate wage.

All regular full-time employees hired prior to January 1, 2011 will earn PTO as set forth in the paid time off schedule below. PTO incorporates all paid time off from work.

Completed Years of Employment: Paid Time Off:

Year 1 to 5 17 days (5.66 hours per period)

Beginning year 6 22 days (7.33 hours per period)

Beginning year 11 27 days (9.00 hours per period)

Beginning year 16 32 days (10.66 hours per period)

Carr yover of PTO:

Earned, unused PTO may be carried over into the next year. The maximum carryover accrual may not exceed 1.5 times the annual accrual. An employee who has reached the max of 1.5 times the annual accrual will no longer accrue any paid time off until the paid time off balance drops below the applicable maximum amount.

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All regular full-time employees hired on or after January 1, 2011 will earn vacation and sick time as set forth in the schedule below. Vacation and sick time are accrued separately on a pay period basis.

Sick Time:

The sick time cap is 40 hours per year regardless of the years of service. Employees are required to give as much notice to their immediate supervisor as possible to cover their shift. Employees cannot “cash in” sick time in the form of compensation. Sick time is taken when an employee is sick. Sick time is not paid out upon termination.

Completed Years of Employment: Vacation Time Sick Time

Year 1 to 5 10 days (3.33 hours per period) 5 days (1.67 hours)

Beginning year 6 15 days (5.00 hours per period) 5 days (1.67 hours)

Beginning year 11 20 days (6.66 hours per period) 5 days (1.67 hours)

Beginning year 16 25 days (8.33 hours per period) 5 days (1.67 hours)

Carr yover of vacation time:

Earned, unused vacation time may be carried over into the next year. The maximum carryover accrual may not exceed 1.5 times the annual accrual. An employee who has reached the max of 1.5 times the annual accrual will no longer accrue any vacation time until the balance drops below the applicable maximum amount.

Rate of pay during PTO/vacation/sick leave:

PTO, vacation and sick hours are paid at the employee’s base rate. Once an employee has exhausted all of their accrued vacation time, additional absences will be unpaid.

Rehired Employees:

Rehired employees earn vacation and sick time based on date of rehire.

Paid Time Off and Vacation Pay at Termination

Terminating employees will be paid for their earned but unused paid time off and vacation time as required by state law.

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Where permitted by law, Crunch reserves the right to withhold payment for unused vacation or PTO for employees who are involuntarily terminated.

Accrued unused sick time will not be paid out upon termination.

New York City’s Earned Sick Time Act (Paid Sick Leave Law)

All part-time regular employees accrue sick leave from the date of hire at the rate of one (1) hour for every thirty hours worked up to a maximum of 40 hours sick leave per year.

All new employees accrue from their 1st day of employment but may not use sick leave during the first ninety (90) days of employment.

Acceptable Reasons to Use Sick Leave:

• A mental or physical illness, injury, or health condition; the need to get a medical diagnosis, care, or treatment of a mental or physical illness, injury, or condition; the need to get preventive medical care.

• Employee must care for a family member who needs medical diagnosis, care or treatment of a mental or physical illness, injury or health condition, or who needs preventative medical care.

• Crunch closes due to a public health emergency or the need to care for a child whose school or child care provider closed due to a public health emergency.

Advance Notice:

If the need for sick leave is foreseeable, you must give notice within seven days of your intention to use sick leave. If the need is unforeseeable, you are required to give notice as soon as practicable.

Documentation:

If an employee uses more than three (3) consecutive days he/she may be required to present to Human Resources documentation from a licensed health care provider upon return to work.

Unused Sick Leave:

An employee can carry over up to forty (40) hours of unused sick leave to the next calendar year. However, employees are only allowed to use up to (40) hours of sick leave per calendar year.

Employees will not be paid for unused sick leave upon termination of employment.

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If you have any questions regarding sick leave, please speak with your supervisor or Human Resources.

San Francisco Sick Leave Ordinance

All part-time regular employees accrue sick leave from the date of hire at the rate of one (1) hour for every thirty (30) hours worked up to a maximum of 40 hours of paid sick leave. Employees can accrue up to 72 hours.

Paid sick leave will begin to accrue 90 days after the employee’s first day of work. Accrued paid sick leave is carried over from year to year, but may not exceed the accrual caps.

Reasons for leave: Employees may take the paid sick leave for their own illness or injury, or to receive medical care, treatment or diagnosis, or to aid or provide care for a child, parent, legal guardian or ward, sibling, grandparent, grandchild, spouse, or registered domestic partner who is ill, injured, or receiving medical care, treatment, or diagnosis. Covered family relationships include not only biological relationships but also relationships resulting from adoption, step-relationships, and foster care relationships.

Designation of person for care: Crunch will provide employees who have no spouse or registered domestic partner an opportunity to designate one person for whose care such an employee may use paid sick leave once the employee becomes eligible for paid leave. There is no requirement of a biological relationship. Employees have 10 workdays to make the designation. Crunch will permit such employees to make or change their designations annually.

Termination rights: Employees will not be paid for unused sick leave upon termination of employment.

Penalties for violations: Under the ordinance, employees who assert their rights to receive paid sick leave are protected from retaliation.

If you have any questions regarding sick leave, please speak with your supervisor or Human Resources.

Bereavement Leave

Full-time employees are entitled to take up to three (3) days off, with pay, if a death occurs in their immediate family. Immediate family includes husband, wife, mother, father, natural or legally adopted children, brothers, sisters, grandparents grandchildren and in-law relations of the above. Employees must request this time off from their supervisor.

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Holidays

When recognized holidays fall on a regular workday you will receive that day off with pay at your regular rate of pay. Eligible hourly employees who must work on a holiday will be compensated at regular rate for all hours worked.

The following holidays are recognized by Crunch as paid holidays for all full-time employees:

• New Year’s Day

• President’s Day

• Memorial Day

• Independence Day

• Labor Day

• Thanksgiving Day

• Christmas Day

Holiday pay is granted to club salaried employees and corporate office employees only.

Floating Holidays

All eligible full time employees may select one (1) additional day per year to be paid as a floating holiday.

Requests for floating holidays should be made to your supervisor in the same manner as a request for vacation time.

Religious Holidays

Reasonable accommodations are made to give an employee the opportunity to be off from work to observe a non-designated religious holiday. This time should be scheduled and approved in advance by their supervisor. An employee may use any accrued and unused vacation time (or a floating holiday) for these holidays. If an employee has no vacation time, they may take the time off without pay if approved by their supervisor.

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Lactation Accommodation

Crunch provides to employees who are nursing, break time during the work day in order to express breast milk. Employees who are nursing may take advantage of this break time for up to one year after the birth of the employee’s child. Any full time employee who is breastfeeding her own child or an adopted child will be provided reasonable break periods to express breast milk.

In order for the Company to make available a private location for lactation breaks, please inform your manager and Human Resources of your desire to take such breaks. The employee and her immediate supervisor will agree on the times for these breaks. Employees may also utilize any paid break or meal time each day for purposes of expressing milk.

Crunch supports breastfeeding mothers by accommodating mothers who wish to express breast milk during the workday when separated from her newborn child. Retaliation, harassment and discrimination in any way against an employee who chooses to express breast milk in the workplace are strictly prohibited.

Leave of AbsencesFamily and Medical Leave

Crunch will permit family and medical leave in accordance with the requirements of applicable state and federal law in effect at the time the leave is requested. No lesser leave benefits will be granted than those set forth in such state and federal laws. Employees will be eligible for the most generous benefits available under either state or federal law.

Eligibility :

• Continuous employment of at least 12 months;

• Have worked at least 1,250 hours in the last 12 months

• And if at least 50 employees are employed by the employer within 75 miles

Notice of Leave:

• At least 30 days advance notice when the need for the leave is foreseeable;

• Advance notice within 1 or 2 days after learning of the need for leave when the leave is not foreseeable;

• A completed certification of health care provider form within 15 calendar days;

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• Periodic recertification as permitted by law.

Guidelines:

You may be granted up to 12 weeks of unpaid leave during a 12 month rolling period measured backward from the date you began the leave.

Leave may be used for one or more of the following reasons:

• Birth of a child;

• Placement of a child for adoption or foster care;

• To care for an immediate family member (spouse child or parent) with a serious health condition as defined by law;

• When you are unable to work due to a serious health condition.

Under some circumstances, you may take family or medical leave intermittently. If you are pregnant, you may have the right to take a pregnancy disability leave in addition to a family and medical leave. Contact your Human Resources department for more information on leave eligibility and specific guidelines.

Compensation during leave:

Family and medical leave is considered an unpaid leave of absence. Employees may exercise the right of using any accrued paid time off or vacation in conjunction with any paid benefit (for example, any state provided benefit) you otherwise receive during a family and medical leave. At no time will you receive a greater total payment than your regular compensation. The use of paid time off will not extend the length of a family and medical leave.

Benefits:

Crunch will maintain full time health insurance coverage during a family medical leave up to a maximum of 12 work weeks per 12 month period. Employees are required to make their normal contribution amounts for the duration of their leave to the company. The company reserves the right to recover premiums it paid on your behalf to maintain health coverage if you fail to return to work following a family medical leave.

Employees taking leave in excess of 12 weeks will no longer be eligible for active group coverage after the 12 week period. However, you may continue your coverage through the company in conjunction with federal COBRA guidelines. Contact your Human Resource Department for further information.

Returning From Leave:

If you take leave because of your own serious health condition (except if you are taking intermittent leave), you are required to provide medical certification that

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you are fit to resume work. You may obtain Return to Work Medical Certification Forms from the Human Resources department.

While on a leave of absence you are not permitted to work. The taking of another job while on family/medical leave, or any other authorized leave of absence, is grounds for immediate termination, to the extent permitted by law.

Exemption for Highly Compensated Employees:

Reinstatement after family/medical leave may be denied to certain highly compensated employees to their former or equivalent positions following a leave if restoration of employment will cause substantial and grievous or economic injury to the Company.

Employee Entitlement to Ser vice Member FMLA:

Eligibility :

Active employment for a total of 12 continuous months and have worked at least 1,250 hours in the previous 12 months

Militar y Caregiver Leave:

Eligible employees who are a spouse, parent, child or next of kin of a covered service member with a serious injury or illness will be permitted unpaid leave up to a maximum of 26 weeks during a single 12 month period to care for the service member. The 12-month period, for this type of leave only, begins on the first day an eligible employee takes FMLA leave for this purpose, and ends 12 months later.

• Service members are considered Active duty in the Armed Forces, National Guard or National Reserves.

• Service member must be undergoing medical treatment, recuperation, or therapy, or is otherwise on the temporary disability retired list, for a serious injury or illness incurred in the line of active duty.

Notice Requirements:

Employees must provide at least 30 days advance notice of the need to take leave if the need is foreseeable. The leave request must be supported by a completed certification from an authorized heath care provider or by a copy of an Invitational Travel Order (ITO) or Invitational Travel Authorization (ITA) issued to the service member’s family.

Qualifying Exigency Leave:

Eligible employees who are the immediate family members of a service member in the National Guard or National Reserves are entitled to an unpaid

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leave up to a maximum of 12 weeks during a single 12 month period. Qualifying exigencies include:

• Short Notice Deployment (deployment on 7 or less days of notice) for a period of 7 days from notice

• Military events and related activities (ceremonies, programs, military sponsored events) related to the active duty or call to active duty status of military member

• Childcare and related activities (arranging for childcare) if necessary due to call to active duty of covered military member

• Financial and legal arrangements to address a covered military member’s absence

• Counseling (provided by a healthcare provider)

• Rest and recuperation (short-term leave for military member bonding) up to 5 days unpaid leave to spend time with covered military member

• Post-deployment activities (arrival ceremonies, reintegration briefings and events) addressing issues arising from the death of a covered military member

Notice Requirements:

Employees must provide notice as soon as possible before the anticipated leave. The leave request must be supported by a copy of the military member’s active duty orders and certification providing the appropriate facts related to the particular qualifying exigency.

Military Leave

To be eligible for military leave resulting from a call to duty, you must provide management with advance notice of your service obligations unless you are prevented from providing such notice by military necessity. You will retain reemployment rights and accrue seniority and benefits in accordance with applicable federal and state laws. If you are required to attend yearly Reserve or National Guard duty, you can apply for an unpaid, temporary military leave of absence not to exceed the number of days allowed by law (including travel).

For more detailed information pertaining to military leave, please contact the Human Resources department.

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Personal Leave

If you are ineligible for any other offered leave of absence, Crunch, under certain circumstances and at its sole discretion, may grant you a personal leave of absence without pay. A written request for a personal leave should be presented to your supervisor at least two (2) weeks before the anticipated start of the leave. If the leave is requested for medical reasons medical certification must also be submitted. There is a maximum of 90 days for a personal leave please contact human resources for details.

When you anticipate your return to work, please notify your supervisor and the Benefits Department (benefits@crunch.com) the week prior to your expected return date.

Crunch will attempt to return you to your original job, or to a similar position. However, it is not guaranteed.

Failure to advise management of your availability to return to work, failure to return to work when notified, or your continued absence from work beyond the time approved by Crunch will be considered a voluntary resignation of your employment.

BenefitsClub Memberships

As a Crunch employee (full-time or part-time) you are entitled to utilize any club in order to work out. Everyone must abide by all company and member guidelines regarding conduct while using the facilities. Member needs should always take priority over your personal workout needs.

Discount/Commission Policy

Discount Types:

Employee Discount – 10%

The employee discount of 10% is applied to employees where the items being purchased are already on sale such as: supplements, and apparel. The sale may be credited to the employee’s personal trainer. The employee needs to have worked with a personal trainer to give credit for the sale. This cannot be combined with other discounts

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Employee Discount – 25%

All employees are eligible for a 25% off discount on all regular priced items, excluding sale items. The sale may be credited to the employee’s personal trainer. This cannot combined with other discounts

Damaged Items Discount – 50%

All damaged products, that are not expired and still within usable/consumable condition, should be sold at a 50% damaged discount. This cannot be combined with other discounts, including the employee discount.

Expired Product Discount – 50%

All products within 30 days of expiration should be sold at a 50% expiring freshness discount. This cannot be combined with other discounts, including the employee discount.

Exerspy & Display Device are excluded from all discounts. There is no discount on apparel that is 50-75% off.

Personal Training Discount – 40%

All full time employees receive 40% off personal training sessions with the personal trainer of their choice. Refunds are at the discretion of Crunch. There is no waiting period to use this discount.

Employee Sale Policy :

Employees are prohibited from using two discounts for one purchase. Employees are only allowed to use the discount on eligible items as stated above and can only apply one discount towards a transaction. No employee receives commission on employee purchases of supplements or retail. When a member is purchasing dotFIT or workout accessories, the Front Desk Employee must ask the member if they are working with a personal trainer. If the member is working with a Personal Trainer, then the sale must be rung in under the personal trainer’s employee number.

Front desk representatives should keep employee sales under their own cashier number. No action is required as when they log in it is automatically under their name. If an employee is working with a Personal Trainer, supplement sales can be processed under the PT employee number. These sales will count toward their PT’s monthly goal, but the trainers will not be paid commission for the sale.

Commission Sales:

No Crunch Employees are allowed to ring in their own purchases. Another employee must ring in the transaction.

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Employee Referral Bonus

At Crunch, we believe that you as a valued employee may have friends and family who would also make a superstar addition to our family. Refer your friends and family and get cash.

Any employee who refers someone to a full-time Corporate, OM, GM, MD, or FM position at Crunch will receive $1000 ($500 upon hiring and $500 after 6 months).

Any employee who refers a part-time employee (except personal trainers see schedule below for personal trainer referral) scheduled to work a minimum of 15 plus hours per week on hire date will receive $500. $100 will be paid upon hiring and $400 after 6 months.

Crunch’s Personal Trainer referral bonus is eligible to all employees except club management (club management are OM, FM and GM’s) or corporate employees. There is no cap on the amount of referrals an employee can make. The referring individuals must indicate the referral to either the Fitness Manager or Human Resources before the candidate’s first interview. The employee should also ask the candidate to state on the application or verbally to the Fitness Manager that he/she was referred by the employee. The bonus is paid based on the first 90 days of the new Personal Trainer’s sales and the referring employee is eligible for 5% of those sales. For example if the candidate is hired and sells $30,000 in sales in the first 90 days the payout is 5% or 30,000 X 5% = 1,500. The new hire must complete a minimum of 90 days for the referring employee to be eligible for the payout.

Contact Human Resources for full plan information and details.

Referral bonuses cannot be collected by the hiring manager or human resources, referral bonuses are not paid to executive level employees.

San Francisco Commuter Benefits Ordinance

Crunch offers employees of San Francisco locations commuter benefits. Please contact your supervisor or Human Resources for further details.

Healthy Workplace Healthy Family Act of 2014

An employee who, on or after July 1, 2015, works in California for 30 or more days within a year from the beginning of employment, is entitled to paid sick leave. Employees, including part-time and temporary employees, will earn at

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least one hour of paid leave for every 30 hours worked. Accrual begins on the first day of employment or July 1, 2015, whichever is later.

Employee’s may take up to 24 hours or three days per year. Accrued paid sick leave will be carried over to the next year, but is capped at 48 hours or six days.

Usage

• An employee may use accrued paid sick days beginning on the 90th day of employment.

• An employee may request paid sick days in writing or verbally. An employee cannot be required to find a replacement as a condition for using paid sick days.

• An employee can take paid leave for employee’s own or a family member for the diagnosis, care or treatment of an existing health condition or preventive care or for specified purposes for an employee who is a victim of domestic violence, sexual assault or stalking.

Workers Compensation

On-the-job injuries are covered by Workers’ Compensation Insurance which is provided at no cost to you. If you are injured on the job, no matter how slight, report the incident immediately to your supervisor. Failure to follow Company procedures may affect your ability to receive Workers Compensation benefits.

Employees who need to miss work due to a workplace injury must also request a formal leave of absence. See the Leave of Absence sections of this handbook for more information.

Jury Duty

If you are a full-time employee who is summoned to jury duty, the Company will continue your regular pay during the active period of jury duty for up to a maximum of five (5) working days per calendar year. Any absence from work to serve on jury duty that lasts beyond five (5) working days will be unpaid. Employees may use any accrued paid time off or vacation pay in lieu of unpaid time off.

Commissioned sales employees and commissioned personal trainers, Group Fitness Instructors, Group Fitness Coordinators and Personal Training Managers will be paid their average daily pay based on their last three (3) pay periods, for each day of jury duty.

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Part-time employees will be given time off while serving on jury duty please contact human resources to inquire if there is compensation availability based on the state you live in.

Employees must inform their manager of the need for time off for jury duty immediately once they receive a jury summons, and must provide written verification from the court clerk of performance of jury service. Time-off spent serving jury duty does not negatively affect an employee’s attendance record.

If more than two (2) hours of work time remains after any day of jury selection or jury duty, employees will be expected to return to work for the remainder of their work schedule. All employees are allowed unpaid time off if summoned to appear in court as a witness. An employee who receives such a summons must inform his/her supervisor of the need to be absent from work at least two (2) days prior to the date that the employee is summoned to appear in court and must present the summons to his/her supervisor as proof of the need to be absent from work. A copy of the summons must be submitted to your supervisor or Human Resources, to be paid for Jury Duty service in accordance with Crunch policy as outlined herein.

Voting

It is the policy of Crunch to encourage its employees to participate in the election of government leaders. Therefore, adequate time off is allowed at either the beginning or end of the workday, to exercise this right in the event the voting polls are not open during off-hours. Please be sure to schedule this time off with your supervisor in advance to ensure proper coverage of your workstation.

Crunch Benefits

In addition to good working conditions, a fun environment and competitive pay, it is Crunch’s policy to provide a combination of supplemental benefits to all eligible employees. In keeping with this goal, each benefit program has been carefully devised. These benefits include time-off benefits, such as vacation and holidays, insurance and other plan benefits. We are constantly studying and evaluating our benefits programs and policies to better meet your present and future requirements. These policies have been developed over the years and continue to be refined to keep up with changing times and needs.

Any benefits programs may be terminated or changed at Crunch’s sole discretion. The descriptions of the insurance and other plan benefits merely highlight certain aspects of the applicable plans for your general information only. The details of

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those plans are spelled out in the official plan documents, which are available for review upon your request from our Benefits Department.

If you have any questions regarding your benefits email benefits@crunch.com.

Benefit Plans

Benefits include group health insurance, disability insurance, life insurance and others. Certain eligibility requirements exist for these benefits.

Eligibility

Newly hired full-time employees are benefits eligible the first of the month following 30 days.

Newly hired part-time employees are eligible the first of the month following 30 days from their one year anniversary if they satisfy working 30 hours or more during their one year measurement period (for example a hire date of 2/14/2014 will be measured through 2/14/2015 and if that employee satisfies working 30 hours or more per week during that time frame they will be enrolled in benefits for an effective date of 4/1/2015).

On-going employees are measured between November 1st through October 31st any employee who works 30 hours or more per week between November 1st through October 31st will be eligible to enroll in benefits for an effective date of January 1st. An ongoing employee is an employee that has satisfied the new hire period above.

Please see Job Classification section for definition of full-time and part-time employees.

It is your responsibility to request the enrollment materials from our Benefits Department regarding your benefits. If you fail to enroll within your eligibility period, you will have to wait until the next Open Enrollment session held at the end of each year unless you have a qualifying event (see the benefits department for the definition of a qualifying event).

Crunch is committed to continually reviewing policies, practices, and standards to ensure compliance with all applicable regulations.

Crunch does not disclose your nonpublic personal, medical, and financial information, except as required or permitted by law. The Company will ensure that its practices and standards comply with HIPAA and other applicable federal and state laws and regulations. The Company will work with appropriate

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regulatory and accreditation agencies to ensure consistency between Crunch’s policies and HIPAA. The Company will uphold the higher privacy standard when there is a conflict between applicable state and federal regulations.

All requests regarding health information must be made via email to benefits@crunch.com.

Affordable Care Act

The Affordable Care Act (ACA) requires U.S. Citizens and resident aliens to have medical coverage available beginning January 1, 2014.

To make affordable coverage available to everyone, the government has created Health Insurance Marketplaces (also known as Exchanges) where you can purchase medical insurance on your own. Some people with lower incomes may qualify for a government subsidy to help pay for the cost of coverage through a Health Insurance Marketplace.

Crunch will continue to offer medical coverage to its employees, and the medical coverage that is being offered meets the minimum essential coverage standard set by the ACA. You can decide whether you want your medical coverage through Crunch or on your own through a Health Insurance Marketplace. If you are not eligible for medical coverage through Crunch, or not eligible elsewhere (spouse’s employer), you are required to buy coverage through the Marketplace. If you do not you may be subject to the government’s penalty for not carrying healthcare coverage.

If you want to buy your medical insurance through the Marketplace, note the following:

• If you or your dependents are eligible for Crunch coverage, you may not qualify for the government subsidy to help pay the cost of coverage.

• Crunch will not make a contribution to your premiums.

• You’ll pay for your coverage on an after-tax basis.

If you want to shop for Marketplace Insurance -Visit healthcare.gov to learn about the Marketplaces and what plans are available. Applications are available on healthcare.gov.

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COBRA Benefits

The Federal Consolidated Budget Reconciliation Act (COBRA) gives employees and their qualified beneficiaries the opportunity to continue health insurance coverage under the Crunch group health plan when a “qualifying event” would normally result in the loss of eligibility.

Some common qualifying events are resignation, termination of employment, or death of an employee; a reduction in an employee’s hours or leave of absence, divorce or legal separation and a dependent child no longer meeting eligibility requirements.

Under COBRA, the employee or beneficiary pays the full cost of coverage at Crunch group rates plus an administration fee. Crunch provides each eligible employee with a written notice describing rights granted under COBRA when the employee becomes eligible for coverage under the Crunch health insurance plan. The notice contains important information about the employee’s rights and obligations.

General PoliciesUniform Guidelines and Personal Hygiene

In choosing Crunch as your employer you have accepted the responsibility of representing us. Only approved clothing may be worn on club premises as long as an employee is representing the company. This policy is not intended to interfere with any rights as permitted by state or federal law.

Nametags:

Unaltered nametags must be worn at all times while on duty. They should be on the upper left, front side of the uniforms.

Nametags inserts with the employee’s name must follow our brand and font standards. Nametags should only display the employee’s first and last name.

Jewelr y :

On-duty employees may not wear emblems, badges, buttons, gang paraphernalia, jewelry or ornaments with messages of any kind. Jewelry should be limited and not excessive. Necklaces should be discrete and if possible not visible.

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Uniforms:

If your position requires that you wear Crunch gear, it must be worn in the manner intended. Plan long sleve white or black shirts are permissible under Crunch uniform shirts.

Grooming:

Employees must take reasonable measures to maintain commonly accepted standards of personal hygiene:

In addition to the above, the following guidelines apply to all Crunch employees:

• Gum chewing is not allowed

• The following clothing items are not allowed; sandals, work boots (except where required for safety reasons), torn jeans

Exceptions may be made for medical or religious reasons. Only your manager or a Human Resources representative can approve any exception to this policy.

Body Piercing and Tattoos

Crunch does not wish to control or dictate employee appearance, specifically with regard to jewelry or tattoos, unless they conflict with an employee’s ability to perform effectively in the position they hold or the specific work environment they are in.

Tattoos containing offensive language or artwork must not be visible while at work. Any piercings that prohibits effective interactions with our members are not allowed.

If a potential conflict is identified the employee will be encouraged to identify appropriate solutions such as removal of piercing and the covering of tattoos the employee can also contact human resources to resolve any issues.

Publicity/Statements to the Media

All media inquiries regarding the Company and its operation must be referred to our Marketing Department. Only the Marketing Department is authorized to make or approve public statements pertaining to the Company or its operations. Any employee wishing to write and/or publish an article, paper, or other publication on behalf of the Company must first obtain approval from the Marketing Department.

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Employee References

All requests for references must be directed to a Human Resource representative. No other manager, supervisor or employee is authorized to provide references for current or former employees.

If you authorize disclosure in writing, Crunch will also provide a prospective employer with the information on the amount of salary or wage rate you last earned.

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For Signature

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Receipt of Non-Harassment Policy

It is Crunch’s policy to prohibit intentional and unintentional harassment of any individual by another person on the basis of any protected classification including, but not limited to, race, color, national origin, disability, religion, marital status, sexual orientation or age. The purpose of this policy is not to regulate our employees’ personal morality, but to ensure that in the workplace, no one harasses another individual.

If you feel that you have been subjected to conduct which violates this policy, you should immediately report the matter to Human Resources or your manager. If you have not received a satisfactory response within five (5) business days after reporting any incident of what you perceive to be harassment, please contact the CEO. Every report of perceived harassment will be fully investigated and corrective action will be taken where appropriate. Violation of this policy will result in disciplinary action, up to and including termination. All complaints will be kept confidential to the extent possible, but confidentiality cannot be guaranteed. In addition, the Company will not allow any form of retaliation against individuals who report unwelcome conduct to management or who cooperate in the investigations of such reports in accordance with this policy. Employees who make complaints in bad faith may be subject to disciplinary action, up to and including termination.

Employee Printed Name Position

Employee Signature Date

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Receipt of Sexual Harassment Policy

It is Crunch’s policy to prohibit harassment of any employee by any supervisor, employee, customer or vendor on the basis of sex or gender. The purpose of this policy is not to regulate personal morality within the Company. It is to ensure that at the Company all employees are free from sexual harassment. While it is not easy to define precisely what types of conduct could constitute sexual harassment, examples of prohibited behavior include unwelcome sexual advances, requests for sexual favors, obscene gestures, displaying sexually graphic magazines, calendars or posters, sending sexually explicit e-mails and other verbal or physical conduct of a sexual nature, such as uninvited touching of a sexual nature or sexually related comments. Depending upon the circumstances, improper conduct also can include sexual joking, vulgar or offensive conversation or jokes, commenting about an employee’s physical appearance, conversation about your own or someone else’s sex life, or teasing or other conduct directed toward a person because of his or her gender which is sufficiently severe or pervasive enough to create an unprofessional and hostile working environment.

If you feel that you have been subjected to conduct which violates this policy, you should immediately report the matter to Human Resources or your manager. If you have not received a satisfactory response within five (5) business days after reporting any incident of what you perceive to be harassment, please contact the CEO. Every report of perceived harassment will be fully investigated and corrective action will be taken where appropriate. Violation of this policy will result in disciplinary action, up to and including termination. All complaints will be kept confidential to the extent possible, but confidentiality cannot be guaranteed. In addition, the Company will not allow any form of retaliation against individuals who report unwelcome conduct to management or who cooperate in the investigations of such reports in accordance with this policy. Employees who make complaints in bad faith may be subject to disciplinary action, up to and including termination.

I have read and I understand Crunch’s Sexual Harassment Policy.

Employee Printed Name Position

Employee Signature Date

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Receipt of Employee Handbook

This Employee Handbook is an important document intended to help you become acquainted with Crunch. This document is intended to provide guidelines and general descriptions only; it is not the final word in all cases. Individual circumstances may call for individual attention.

Because Crunch’s operations may change, the contents of this Handbook may be changed at any time, with or without notice, in an individual case or generally, at the sole discretion of management.

Please read the following statements and sign below to indicate your receipt and acknowledgment of this Employee Handbook.

I have received and read a copy of Crunch’s Employee Handbook. I understand that the policies, rules and benefits described in it are subject to change at the sole discretion of the Company at any time. I further understand, that by my signature below, I acknowledge that the policies and guidelines contained in this handbook govern my employment relationship with Crunch and that I am bound by such policies and/or guidelines.

I further understand that my employment is terminable at will, either by myself or the Company, with or without cause or notice, regardless of the length of my employment or the granting of benefits of any kind.

I understand that no contract of employment other than “at will” has been expressed or implied, and that no circumstances arising out of my employment will alter my “at will” status. I understand that my signature below indicates that I have read and understand the above statements and that I have received a copy of the Company’s Employee Handbook.

Employee Printed Name Position

Employee Signature Date

62 Crunch, LLC

Addendum to Crunch - Florida Meal and Rest Periods

This Addendum to the Crunch Employee Handbook shall apply to employees working in Florida while under the age of 18 only. This modified terms contained in this Addendum shall be considered part of the Crunch Employee Handbook, as if contained therein, where applicable.

If you are a Crunch employee under the age of 18, working in the State of Florida, the following meal break policy shall apply to you:

You may not work more than 4 consecutive hours without a 30-minute meal break. You will not be paid for the meal break, but shorter breaks will be counted as paid work time. This policy shall be in lieu of any other meal break policy contained in the Crunch Employee Handbook.

All other terms and conditions contained in the Crunch Employee Handbook shall remain in full force and effect.

Employee Printed Name Position

Employee Signature Date

63 Crunch, LLC