EX-10.17






Exhibit 10.17




EXECUTIVE EMPLOYMENT AGREEMENT




          This [AMENDED AND RESTATED] EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into
on                     , 200___ (the “Effective Date”), by and between Life Time Fitness, Inc. (the
“Company”), and                      (“Executive”).




          The Company is a recognized leader in the health and fitness industry, including the design
and operation of health and fitness centers, the creation, promotion and sale of nutritional
products, the production of athletic events and the publication of a healthy way of life magazine.
The Company has enjoyed considerable growth and success in the industry because of its innovative,
confidential and proprietary management and marketing methods and plans. [To assure protection of
the Company’s goodwill and confidential and proprietary information, management and marketing
plans, the Company and Executive previously entered into an Executive Employment Agreement dated
May ___, 2004 (the “Prior Agreement”).]




          The Company also desires to assure Executive’s continuing services to the Company including,
but not limited to, under circumstances in which there is a possible threatened or actual Change of
Control of the Company. The Company believes it is imperative to diminish the inevitable
distraction of the Executive by virtue of the personal uncertainties and risks created by a
potential severance of employment and to encourage the Executive’s full attention and dedication to
the Company currently and in the event of any threatened or impending Change of Control, and to
provide the Executive with compensation and benefits arrangements upon a severance of employment
which ensure that the compensation and benefits expectations of the Executive will be satisfied and
which are competitive with those of other corporations. [The parties entered into the Prior
Agreement with the intent to accomplish these objectives.]




          [The Company and Executive agree that it is in their mutual best interest to amend, modify,
and restate the Prior Agreement to comply with, or be exempt from, the requirements of Section 409A
of the Internal Revenue Code of 1986, as amended (the “Code”), so as to avoid additional taxes and
penalties under Code Section 409A(a)(1).]




          In consideration of the foregoing, and in order to accomplish all of the above objectives, the
Company and Executive agree as follows:




1. Definitions.





	 	a)	 	“Base Salary” shall mean the Executive’s regular annual salary (before payment
of any bonuses or incentive pay and before any salary deferral), commonly referred to
as the “Guaranteed” component of an executive’s salary.
	 
	 	b)	 	“Change of Control” shall mean the earliest of the following dates:






	 	(i)	 	A change in the composition of the Board such that the
individuals who, as of the Effective Date, constitute the Board of Directors of
the Company (such Board shall be hereinafter referred to as the “Incumbent
Board”) cease for any reason to constitute at least 50% of the Board; provided,














 






	 	 	 	however, for purposes of this definition, that any individual who becomes a
member of the Board subsequent to the Effective Date, whose election, or
nomination for election by the Company’s shareholders, was approved by a vote
of at least a majority of those individuals who are members of the Board and
who were also members of the Incumbent Board (or deemed to be such pursuant
to this proviso) shall be considered as though such individual were a member
of the Incumbent Board; but, provided, further, that any such individual
whose initial assumption of office occurs as a result of an actual or
threatened election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or consents
by or on behalf of a person other than the Board shall not be so considered
as a member of the Incumbent Board;
	 
	 	(ii)	 	An acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”), of
beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act)
which, together with other acquisitions by such Person, results in the aggregate
beneficial ownership by such Person of 30% or more of either (x) the then
outstanding shares of Common Stock of the Company (the “Outstanding Company
Common Stock”) or (y) the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the election of
directors (the “Outstanding Company Voting Securities”); provided, however, that
the following acquisitions will not result in a Change of Control






	 	(a)	 	an acquisition by any employee benefit plan (or
related trust) sponsored or maintained by the Company or any
corporation controlled by the Company, or
	 
	 	(b)	 	an acquisition by any entity pursuant to a
transaction that complies with the exemption in clause (iii) below;






	 	(iii)	 	Consummation of a merger or consolidation of the Company with
any other corporation or other entity, a statutory share exchange involving the
capital stock of the Company, or a sale or other disposition (in one transaction
or a series of transactions) of all or substantially all of the assets of the
Company (except in connection with the sale-leaseback of the Company’s real
estate), other than a merger, consolidation, statutory share exchange, or
disposition of all or substantially all assets that would result in the voting
securities of the Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into or
exchanged for voting securities of the surviving or acquiring entity or its
direct or indirect parent entity) beneficial ownership, directly or indirectly,
of more than 50% of the combined voting power of the voting securities of the
Company or such surviving or acquiring entity (including, without limitation,
such beneficial ownership of an entity that as a result of such transaction
beneficially owns 100% of the outstanding




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	 	 	 	shares of common stock and the combined voting power of the then outstanding
voting securities (or comparable equity securities) or all or substantially
all of the Company’s assets either directly or indirectly) outstanding
immediately after such merger, consolidation, statutory share exchange or
disposition of all or substantially all assets in substantially the same
proportions (as compared to other holders of the Outstanding Company Common
Stock and Outstanding Company Voting Securities prior to the transaction) as
their respective ownership, immediately prior to such transaction; or
	 
	 	(iv)	 	Consummation or, if earlier, shareholder approval, of a
definitive agreement or plan to liquidate or dissolve the Company.






	 	c)	 	“Change of Control Date” shall mean the first date on which a Change of Control
occurs.
	 
	 	d)	 	“Change of Control Period” shall mean the period commencing on the Change of
Control Date and ending on the first anniversary of such date.
	 
	 	e)	 	“Cause” shall mean if the Company determines in good faith that Executive has:






	 	(i)	 	engaged in willful and deliberate acts of dishonesty, fraud or
unlawful behavior against or at the expense of the Company, which adversely
affects the business affairs of the Company;
	 
	 	(ii)	 	been convicted of, or pleaded nolo contendere, to any felony;
	 
	 	(iii)	 	engaged in gross negligence or willful misconduct in the
performance of Executive’s duties as an employee of Company, where such acts
adversely affect the business affairs of the Company in a material way;
	 
	 	(iv)	 	refused to substantially perform all of Executive’s duties and
responsibilities, or persistently neglects Executive’s duties or experiences
chronic unapproved absenteeism;
	 
	 	(v)	 	demonstrates an inability to perform Executive’s duties at a
level commensurate with Executive’s position and is unable to meet the
conditions of a Company Performance Improvement Plan designed for Executive
created in connection with this item, within a period of 60 days from creation
of such Performance Improvement Plan; or
	 
	 	(vi)	 	breached any material term(s) or material condition(s) of this
Agreement.






	 	 	 	Notwithstanding anything to the contrary contained herein, the events described in
clauses (iv) and (v) shall not constitute “Cause” for purposes of this Agreement
unless the Company gives Executive written notice delineating the claimed event or
circumstance and setting forth the Company’s intention to terminate




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	 	 	 	Executive’s employment if such claimed event or circumstance is not duly remedied
within twenty-one (21) business days following such notice from the Company, and
Executive fails to remedy such event or circumstance within such twenty-one (21) day
period.






	 	f)	 	“Disability” shall mean the inability of Executive to perform on a full-time
basis the duties and responsibilities of Executive’s employment with the Company by
reason of Executive’s illness or other physical or mental impairment or condition, as
determined by a physician mutually acceptable to Executive and the Company, if such
inability continues for an uninterrupted period of 90 days or more during any 365-day
period. A period of inability shall be “uninterrupted” unless and until Executive
returns to full-time work from the above-referenced leave for a continuous period of at
least 180 days, excluding vacation days or sick days taken for reasons unrelated to the
illness or other physical or mental impairment or condition necessitating the
above-referenced leave.
	 
	 	g)	 	“Good Reason” shall mean without Executive’s express written consent, any of
the following conditions shall occur, provided that none of the following conditions
shall constitute Good Reason unless Executive first gives written notice to the Company
within 90 days of the first occurrence of the condition, delineating the claimed breach
and setting forth Executive’s intention to terminate Executive’s employment if such
breach is not duly remedied within 30 business days, and the Company fails to cure the
condition within such 30-day period:






	 	(i)	 	the Company has breached any material term(s) or material
condition(s) of this Agreement, which breach was not caused by Executive;
	 
	 	(ii)	 	the Company relocates its executive offices outside of a
seventy-five (75) mile radius of its current location, and the relocation
results in a material change to the geographic location at which Executive
performs services;
	 
	 	(iii)	 	the Company has reduced Executive’s Target Salary by
twenty-five percent (25%) or more, or materially reduced Executive’s duties and
responsibilities (including but not limited to reasonable discretion in the
management of Executive’s department); or
	 
	 	(iv)	 	the Company has assigned duties and responsibilities to
Executive that are materially inconsistent with Executive’s position and
experience, such that there occurs a material reduction in Executive’s duties,
responsibilities or authority.






	 	h)	 	“Notice of Termination” means a written notice which (i) indicates the specific
termination provision in this Agreement relied upon, (ii) to the extent applicable,
sets forth in reasonable detail the facts and circumstances claimed to provide a basis
for termination of the Executive’s employment under the provision so indicated, and
(iii) if the Termination Date is other than the date of receipt of such




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	 	 	 	notice, specifies the Termination Date (which date shall be not more than thirty
days after the giving of such notice). The failure by the Executive or the Company
to set forth in the Notice of Termination any fact or circumstance which contributes
to a showing of Good Reason or Cause shall not waive any right of the Executive or
the Company, respectively, hereunder or preclude the Executive or the Company,
respectively, from asserting such fact or circumstance in enforcing the Executive’s
or the Company’s right hereunder.
	 
	 	i)	 	“Target Salary” shall mean the sum of Executive’s Base Salary and the annual
target payout under any commission or annual cash-base incentive plan that the
Executive is eligible to receive based upon the attainment of pre-established
performance targets. For purposes of Sections 3(a) and 3(c) below, in the event
Executive’s employment is terminated by Executive for Good Reason pursuant to Section
1(g)(iii), “Target Salary as of the Termination Date” shall mean Executive’s Target
Salary immediately prior to the reduction in Executive’s Target Salary that gave rise
to Good Reason under Section 1(g)(iii).
	 
	 	j)	 	“Termination Date” shall mean (i) if the Executive’s employment is terminated
by the Company for Cause, or by the Executive for Good Reason, the date of receipt of
the Notice of Termination (as defined in Section 2 below) or any later date specified
therein, as the case may be, (ii) if the Executive’s employment is terminated by the
Company other than for Cause or Disability, the Termination Date shall be the date on
which the Company notifies the Executive of such termination, and (iii) if the
Executive’s employment is terminated by reason of death or Disability, the Termination
Date shall be the date of death of the Executive or the first date Disability is
determined, as the case may be. For purposes of Sections 3(a) and 3(c) of this
Agreement, with respect to the timing of payments thereunder, Termination Date shall
mean the date of Executive’s separation from service with the Company within the
meaning of Section 409A(a)(2)(A)(i) of the Code.





2. Notice of Termination.



Any termination of Executive’s employment by the Company for Cause, or by the Executive for Good
Reason, shall be communicated by Notice of Termination to the other party hereto.




3. Payments upon Termination of Employment.





	 	a)	 	If Executive’s employment with the Company is terminated by the Company for any
reason other than for Cause, death or Disability, or by Executive for Good Reason such
that the Termination Date occurs within two years of the first occurrence of the
condition giving rise to Good Reason, and provided that such termination of employment
does not occur during the Change of Control Period, then the Company shall provide to
Executive the following, subject to the conditions of Section 3(e) below:




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	 	(i)	 	Target Salary Continuation. The Company will pay to
Executive an amount equal to one half of Executive’s Target Salary as of the
Termination Date, but not to exceed a maximum amount of two times the lesser
of: (x) the Code § 401(a)(17) compensation limit for the year in which the
Termination Date occurs; or (y) the sum of Executive’s annualized compensation
based upon the annual rate of pay for services provided to the Company for the
calendar year prior to the calendar year in which the Termination Date occurs
(adjusted for any increase during that year that was expected to continue
indefinitely) (the “Target Salary Continuation Amount”). Such Target Salary
Continuation Amount shall be paid to Executive in equal installments in
accordance with the Company’s regular payroll schedule, commencing on the first
regular payroll date of the Company that occurs following the Termination Date
and continuing for six months. The Company and Executive intend the payments
under this Section 3(a)(i) to constitute a “separation pay plan due to
involuntary separation from service” pursuant to Treas. Reg.
§ 1.409A-1(b)(9)(iii). [Notwithstanding anything in this Section 3(a)(i) to
the contrary, if the Termination Date occurs on or before December 31,
[**insert calendar year in which Executive’s employment commences], then the
maximum limitations of (x) and (y) above shall not apply, and any amounts that
remain payable to Executive as of March 15, [**insert calendar year
after the calendar year in which Executive’s employment commences],
shall be payable in a lump sum on March 15, [**insert calendar year
after the calendar year in which Executive’s employment commences],
with the intention that the payments under this Section 3(a)(i) shall in such
instance constitute a short-term deferral under Treas. Reg. § 1.409A-1(b)(4).]
	 
	 	(ii)	 	Supplemental Target Salary Continuation. The Company
will pay to Executive an additional amount equal to Executive’s Target Salary
as of the Termination Date (the “Supplemental Target Salary Continuation
Amount”). Such Supplemental Target Salary Continuation Amount shall be paid to
Executive in equal installments in accordance with the Company’s regular
payroll schedule, commencing on the first regular payroll date of the Company
that occurs following completion of all payments under Section 3(a)(i) (and in
any event commencing no earlier than the first day of the seventh month after
the Termination Date) and continuing for 12 months. The Company and Executive
intend the payments under this Section 3(a)(ii) to be deferred compensation
payable in compliance with the requirements of Section 409A of the Code.
	 
	 	(iii)	 	Outplacement Costs. The Company will reimburse
Executive for reasonable outplacement costs associated with Executive’s search
for new employment during the 12-month period following the Termination Date,
such costs not to exceed $10,000 in the aggregate. To be eligible for
reimbursement, such costs must be actually incurred by Executive and




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	 	 	 	directly related to the termination of Executive’s employment with the
Company. Executive shall submit verification of expenses to the Company
within 60 days of the date the expense was incurred, and the Company shall
reimburse eligible expenses promptly thereafter, and in any event no later
than the last day of the second calendar year after the calendar year in
which the Termination Date occurs. The Company and Executive intend the
reimbursement of such costs to be excluded from deferred compensation
pursuant to Treas. Reg. § 1.409A-1(b)(9)(v)(A).
	 
	 	(iv)	 	Insurance Coverage Continuation. The Company will
provide continuation of medical plan coverage and life insurance coverage at
the same level and in the same manner as that provided to Executive as of the
Termination Date, beginning on the Termination Date and continuing for 18
months, provided that any benefit continuation under this section 3(a)(iv)
shall be concurrent with any coverage under the Company’s plans pursuant to
COBRA or similar laws, and continuation of medical plan coverage under this
section 3(a)(iv) shall end when Executive is no longer entitled to COBRA
continuation coverage for any reason. Any dependent medical plan coverage in
effect for the Executive on the Termination Date will also be continued for
such period on the same terms. Any costs Executive was paying for such
coverages, if any, as of the Termination Date shall continue to be paid by
Executive. If the terms of any benefit plan referred to in this section do not
permit continued participation by Executive, then the Company will arrange for
other insured coverage providing substantially similar benefits at the same
contribution level, if any, of Executive, and Executive will cooperate with the
Company to obtain the most favorable rate for comparable coverage to Executive.
The Company and Executive intend the continuation of coverage under this
Section 3(a)(iv) to be excluded from deferred compensation under Treas. Reg.
§ 1.409A-1(a)(5) and/or Treas. Reg. § 1.409A-1(b(9)(v)(B), as applicable.






	 	b)	 	If Executive’s employment with the Company is terminated by reason of:






	 	(i)	 	Executive’s abandonment of Executive’s employment or
Executive’s resignation for any reason other than Good Reason;
	 
	 	(ii)	 	termination of Executive’s employment by the Company for Cause; or
	 
	 	(iii)	 	Executive’s Disability or death,






	 	 	 	then the Company shall pay to Executive or Executive’s beneficiary or Executive’s
estate, as the case may be, Executive’s Base Salary through the Termination Date.




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	 	c)	 	If Executive’s employment with the Company (or successor) is terminated by the
Company during the Change of Control Period for any reason other than Cause, death or
Disability, or by Executive during the Change of Control Period for Good Reason such
that the Termination Date occurs within two years of the first occurrence of the
condition giving rise to Good Reason, then Executive will receive, subject to the
conditions of Section 3(e) below:






	 	(i)	 	the same benefits as set forth in Section 3(a) above, payable
in the same manner, at the same time and subject to the same conditions as if
such payments were being made pursuant to Section 3(a); and
	 
	 	(ii)	 	an additional amount equal to one-fourth of Executive’s Target
Salary. Such additional amount shall be paid to Executive in equal
installments in accordance with the Company’s regular payroll schedule,
commencing on the first regular payroll date of the Company that occurs
following completion of all the payments that are being made as if under
Section 3(a)(ii), and continuing for 3 months thereafter. The Company and
Executive intend the payments under this Section 3(c)(ii) to be deferred
compensation payable in compliance with the requirements of Section 409A of the
Code.






	 	d)	 	In the event of termination of Executive’s employment, the sole obligation of
the Company hereunder shall be its obligation to make the payments called for by
Sections 3(a), 3(b) or 3(c) hereof, as the case may be, and the Company shall have no
other obligation to Executive or to Executive’s beneficiary or Executive’s estate,
except as otherwise provided by law, under the terms of any subsequent written
agreement between Executive and the Company, and under the terms of any employee
benefit plans or programs then maintained by the Company in which Executive
participates.
	 
	 	e)	 	Notwithstanding the foregoing provisions of this Section 3, the Company shall
not be obligated to make any payments to Executive under Sections 3(a) or 3(c) above
unless: (i) upon termination of employment Executive signs a global release of claims
against the Company and its affiliates, divisions, directors, officers, employees,
agents and assigns (other than rights Executive may have to indemnification from the
Company arising out of the performance of his or her duties as an employee or officer),
such release to be prepared by the Company in its sole discretion; (ii) all applicable
rescission periods provided by law for releases of claims have expired and Executive
has not rescinded the release of claims; and (iii) Executive is in strict compliance
with the terms of Section 4 hereof, as of the date of such payments. In no event shall
Executive be entitled to payments under both Sections 3(a) and 3(c).




4. Covenants. [In consideration of this Agreement and such other consideration as is set forth in
the Prior Agreement, Executive affirms that the terms and conditions of Section 4 of the Prior
Agreement shall remain in full force and effect as restated and clarified below:]




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	 	a)	 	Introduction. The parties acknowledge that the provisions and covenants
contained in this Section 4 are material to this Agreement and that the limitations
contained in this Agreement are reasonable in geographic and temporal scope and do not
impose a greater restriction or restraint than is necessary to protect the goodwill and
other legitimate business interests of the Company. The parties also acknowledge and
agree that the provisions of this Section 4 do not adversely affect Executive’s ability
to earn a living in any capacity that does not violate the covenants contained herein.
Executive acknowledges that the Company’s grant of any and all “Performance Awards”
under the 2004 Long-Term Incentive Plan were made in reliance on and in exchange for,
Executive’s obligations under these provisions.
	 
	 	b)	 	Confidential Information. Except as permitted by the Company, during
the term of Executive’s employment with the Company and at all times thereafter,
Executive shall not divulge, furnish or make accessible to anyone or use in any way
other than in the ordinary course of the business of the Company, any confidential,
proprietary or secret knowledge or information of the Company, whether developed by
Executive or others, including but not limited to (i) Company trade secrets, (ii)
confidential and proprietary plans, developments, research, processes, designs, methods
or material (whether or not patented or patentable), (iii) customer and supplier lists,
(iv) strategic or other business, marketing or sales plans, and (v) financial data and
plans. Executive acknowledges that the above-described knowledge and information
constitutes a unique and valuable asset of the Company and represents a substantial
investment of time and expense by the Company, and that any disclosure or other use of
such knowledge or information other than for the sole benefit of the Company would be
wrongful and would cause irreparable harm to the Company. During the term of
Executive’s employment with the Company, Executive shall refrain from any intentional
acts or omissions that would reduce the value of such knowledge or information to the
Company. The foregoing obligations of confidentiality shall not apply to any knowledge
or information that (i) is now or subsequently becomes generally publicly known for
reasons other than Executive’s violation of this Agreement, (ii) is independently made
available to Executive in good faith by a third party who has not violated a
confidential relationship with the Company, or (iii) is required to be disclosed by
legal process, other than as a direct or indirect result of the breach of this
Agreement by Executive.
	 
	 	c)	 	Ventures. If, during Executive’s employment with the Company, Executive
is engaged in or associated with the planning or implementing of any project, program
or venture involving the Company, all rights in such project, program or venture shall
belong to the Company. Except as approved in writing by the Board and as otherwise set
forth in this Agreement, Executive shall not be entitled to any interest in any such
project, program or venture or to any commission, finder’s fee or other compensation in
connection therewith. Executive shall have no interest, direct or indirect, in any
customer or supplier that conducts business with the




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	 	 	 	Company, provided that a passive investment of less than 2.5% of the outstanding
shares of capital stock of any customer or supplier listed on a national securities
exchange or publicly traded in the over-the-counter market shall not constitute a
breach of this sentence.
	 
	 	d)	 	Agreement Not to Compete. During Executive’s employment with the
Company and for a period of eighteen (18) consecutive months from the Termination Date,
regardless of the reason for such termination and regardless of whether the termination
is initiated by the Company or Executive, Executive shall not, directly or indirectly,
engage in any manner or capacity (including without limitation as a proprietor,
principal, agent, partner, officer, director, employee, member of any association,
consultant or otherwise) in any “Company Business” in the “Territory.” For purposes of
this section 4(d), “Company Business” means (i) the design, development, management or
marketing of health and fitness clubs, and/or health and fitness club memberships and
services, and/or nutritional supplements, (ii) the publication of any health and
fitness publications and/or (iii) the sale, design or promotion of and any other
product or service that grows into a core or primary business for the Company (or is
under development and is projected to grow into a core or primary business for the
Company) as of the Termination Date. “Territory” means any of the United States or in
any other country in which the Company is then doing Company Business as of the
Termination Date. Ownership by Executive, as a passive investment, of less than 2.5% of
the outstanding shares of capital stock of any corporation listed on a national
securities exchange or publicly traded in the over-the-counter market shall not
constitute a breach of this Section 4(d). Notwithstanding the foregoing, if Executive’s
termination is in connection with a Change of Control, Executive agrees, for a period
of time of twenty-four (24) months from the Termination Date, not, directly or
indirectly, to engage in any manner or capacity (including without limitation as a
proprietor, principal, agent, partner, officer, director, employee, member of any
association, consultant or otherwise) in any “Company Business” in the “Territory.”
	 
	 	e)	 	Agreement Not to Hire. During Executive’s employment with the Company
and for a period of twelve (12) consecutive months from the Termination Date,
regardless of the reason for such termination and regardless of whether the termination
is initiated by the Company or Executive, Executive shall not, directly or indirectly,
hire, engage or solicit any person who is then an employee of the Company or who was an
employee of the Company as of the Termination Date, in any manner or capacity,
including without limitation as a proprietor, principal, agent, partner, officer,
director, stockholder, employee, member of any association, consultant or otherwise.
	 
	 	f)	 	Agreement Not to Solicit. During Executive’s employment with the
Company and for a period of twelve (12) consecutive months from the Termination Date,
regardless of the reason for such termination and regardless of whether the termination
is initiated by the Company or Executive, Executive shall not, directly




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	 		 	or indirectly, solicit, request, advise or induce any current or potential customer,
supplier or other business contact of the Company to cancel, curtail or otherwise
change its relationship with the Company, in any manner or capacity, including
without limitation as a proprietor, principal, agent, partner, officer, director,
stockholder, employee, member of any association, consultant or otherwise.
	 
	 	g)	 	Blue Pencil Doctrine. If the duration of, the scope of or any business
activity covered by any provision of this Section 4 is in excess of what is valid and
enforceable under applicable law, such provision shall be construed to cover only that
duration, scope or activity that is valid and enforceable. Executive hereby
acknowledges that this Section 4 shall be given the construction that renders its
provisions valid and enforceable to the maximum extent, not exceeding its express
terms, possible under applicable law.





5. Copyrights and Related Matters.





	 	a)	 	Copyrightable Material. All right, title and interest in all
copyrightable material that Executive shall conceive or originate individually or
jointly or commonly with others, and that arise during the term of Executive’s
employment with the Company and out of the performance of Executive’s duties and
responsibilities under this Agreement, shall be the property of the Company and are
hereby assigned by Executive to the Company, along with ownership of any and all
copyrights in the copyrightable material. Upon request and without further compensation
therefore, but at no expense to Executive, Executive shall execute any and all papers
and perform all other acts necessary to assist the Company to obtain and register
copyrights on such materials in any and all countries. Where applicable, works of
authorship created by Executive for the Company in performing Executive’s duties and
responsibilities hereunder shall be considered “works made for hire,” as defined in the
U.S. Copyright Act.
	 
	 	b)	 	Trade Secrets. All trade secret information conceived or originated by
Executive that arises during the term of Executive’s employment with the Company and
out of the performance of Executive’s duties and responsibilities hereunder or any
related material or information shall be the property of the Company, and all rights
therein are hereby assigned by Executive to the Company.






	6.	 	Return of Records and Property. On or within fifteen days of the Termination Date, Executive
shall promptly deliver to the Company any and all Company records and any and all Company
property in Executive’s possession or under Executive’s control, and all copies thereof,
including without limitation manuals, books, blank forms, documents, letters, memoranda,
notes, notebooks, reports, printouts, computer disks, computer tapes, source codes, data,
tables or calculations, keys, access cards, access codes, passwords, credit cards, personal
computers, telephones and other electronic equipment belonging to the Company.




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	7.	 	Remedies. Executive acknowledges that the provisions of Sections 4 are reasonable and
necessary to protect the legitimate interests of the Company, and that any violation of those
provisions by Executive would cause substantial and irreparable harm to the Company to such an
extent that monetary damages alone would be an inadequate remedy therefore. Therefore, in the
event of any actual or threatened breach of any such provisions, the Company shall, in
addition to any other remedies it may have, be entitled to seek injunctive and other equitable
relief to enforce such provisions and to restrain Executive from violating or continuing to
violate such provisions, and such relief may be granted without the necessity of proving
actual monetary damages. The preceding sentence shall not be construed to prevent Executive
from disputing the factual basis of any remedies or defenses asserted by the Company.






	8.	 	Indemnification. The Company agrees to defend and indemnify Executive to the fullest extent
permitted by applicable law, for all civil damages, penalties, or fines claimed or levied
against Executive in connection with any third-party claim, action, suit or proceeding that
arises from Executive’s acts, errors, or omissions (other than Executive’s intentional
misconduct, willful neglect of duties, or bad faith) in the performance of Executive’s duties
as an officer or executive of the Company or any affiliate or subsidiary thereof.






	9.	 	Non-Disparagement. Executive will not malign, defame or disparage the reputation,
character, image, products or services of the Company, or the reputation or character of the
Company’s directors, officers, employees or agents, provided that nothing in this Section 9
shall be construed to limit or restrict Executive from taking any action that Executive in
good faith reasonably believes is necessary to fulfill Executive’s fiduciary obligations to
the Company, or from providing truthful information in connection with any legal proceeding,
government investigation or other legal matter.





10. Miscellaneous.





	 	a)	 	Governing Law. All matters relating to the interpretation,
construction, application, validity and enforcement of this Agreement shall be governed
by the laws of the State of Minnesota without giving effect to any choice or conflict
of law provision or rule, whether of the State of Minnesota or any other jurisdiction,
that would cause the application of laws of any jurisdiction other than the State of
Minnesota.
	 
	 	b)	 	Jurisdiction and Venue. Executive and the Company consent to
jurisdiction of the courts of the State of Minnesota and/or the United States District
Court, District of Minnesota, for the purpose of resolving all issues of law, equity,
or fact, arising out of or in connection with this Agreement. Any action involving
claims of a breach of this Agreement shall be brought in such courts. Each party
consents to personal jurisdiction over such party in the aforementioned courts and
hereby waives any defense of lack of personal jurisdiction. Venue, for the purpose of
all such suits, shall be in Hennepin County, State of Minnesota.




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	 	c)	 	Entire Agreement. This Agreement contains the entire agreement of the
parties relating to the subject matter of this Agreement and supersedes all prior
agreements and understandings with respect to the subject matter hereof[, including
without limitation the Prior Agreement, except that Section 4 of the Prior Agreement
remains in full force and effect as restated and clarified herein]. The parties have
made no agreements, representations or warranties relating to the subject matter of
this Agreement that are not set forth herein.
	 
	 	d)	 	No Violation of Other Agreements. Executive hereby represents and
affirms that neither Executive’s entering into and undertaking of obligations under
this Agreement nor Executive’s employment with the Company violate any other agreement
(oral, written or other) to which Executive is a party or by which Executive is bound.
	 
	 	e)	 	Amendments. No amendment or modification of this Agreement shall be
deemed effective unless made in writing and signed by the parties hereto.
	 
	 	f)	 	No Waiver. No term or condition of this Agreement shall be deemed to
have been waived, except by a statement in writing signed by the party against whom
enforcement of the waiver is sought. Any written waiver shall not be deemed a
continuing waiver unless specifically stated, shall operate only as to the specific
term or condition waived and shall not constitute a waiver of such term or condition
for the future or as to any act other than that specifically waived.
	 
	 	g)	 	Assignment. This Agreement shall not be assignable, in whole or in
party, by either party without the written consent of the other party, except that the
Company may, without the consent of Executive, assign all, but not less than all, of
its rights and obligations under this Agreement to any corporation or other business
entity (i) with which the Company may merge or consolidate, (ii) to which the Company
may sell or transfer all or substantially all of its assets or capital stock, or (iii)
of which 50% or more of the capital stock or the voting control is owned, directly or
indirectly, by the Company. After any such assignment by the Company, the Company shall
be discharged from all further liability hereunder and such assignee shall thereafter
be deemed to be the “Company” for purposes of all terms and conditions of this
Agreement, including this Section 10.
	 
	 	h)	 	Counterparts. This Agreement may be executed in any number of
counterparts and by facsimile, such counterparts executed and delivered, each as an
original, shall constitute but one and the same instrument.
	 
	 	i)	 	Severability. Subject to Section 4(g) hereof, to the extent that any
portion of any provision of this Agreement shall be invalid or unenforceable, it shall
be considered deleted herefrom and the remainder of such provision and of this
Agreement shall be unaffected and shall continue in full force and effect.




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	 	j)	 	Captions and Headings. The captions and paragraph headings used in this
Agreement are for convenience or reference only and shall not affect the construction
or interpretation of this Agreement or any of the provisions hereof.
	 
	 	k)	 	Legal Expenses. The prevailing party shall be entitled to recover all
legal fees and expenses which such party may reasonably incur as a result of any legal
proceeding relating to the validity, enforceability, or breach of, or liability under,
any provision of this Agreement or any guarantee of performance (including as a result
of any contest by Executive about the amount of any payment pursuant to Section 3 of
this Agreement). Any recovery of fees and expenses by Executive pursuant to this
Section 10(k) shall be paid no later than the date that is 21/2 months after the end of
the calendar year in which there occurs a final determination that Executive is the
prevailing party.
	 
	 	l)	 	Notices. Any notice hereunder shall be in writing and shall be deemed
to have been duly given if delivered by hand, sent by reliable next-day courier, or
sent by registered or certified mail, return receipt requested, postage prepaid, to the
party to receive such notice addressed as follows:
	 
	 	 	 	If to the Company:




Life Time Fitness, Inc.

2902 Corporate Place

Chanhassen, MN 55317

Attention: [**title]





	 	 	 	If to Executive:




[**Insert name and address]





	 		 	or addressed to such other address as may have been furnished to the sender by
notice hereunder. Except as otherwise provided herein, all notices shall be deemed
given on the date on which delivered if delivered by hand, or on the date sent if
sent by overnight courier or certified mail, except that notice of change of address
will be effective only upon receipt by the other party.





     m) Tax Withholding. The Company may withhold from any amounts payable under this
Agreement such federal, state and local income and employment taxes as the Company shall determine
are required or authorized to be withheld pursuant to any applicable law or regulation.



     n) Section 409A. This Agreement is intended to satisfy, or be exempt from, the
requirements of sections 409A(a)(2), (3) and (4) of the Code, including current and future guidance
and regulations interpreting such provisions, and should be interpreted accordingly.



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     IN WITNESS WHEREOF, Executive and the Company have executed this Agreement as of the date set
forth in the first paragraph.



	 	 	 	 	 
	 	 	Life Time Fitness, Inc.
	 
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 

	 	By	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Its	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 
	 

	 	[**Executive]







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