Exhibit 10.1
 Life Time Fitness, Inc.
2004 Long-Term Incentive Plan
 Restricted Stock Agreement (Forfeiture Component)
 Name of Employee:No. of Shares Covered:
    
    Date of Issuance: March 12, 2010Vesting Schedule pursuant to Section 2 (Cumulative):
 No. of Shares WhichVesting Date(s)
    
    Become Vested as of Such DateMarch 1, 2011March 1, 2012March 1, 2013March 1, 2014
 Agreement Company Employee
 Recitals
 Plan
 Board
   Terms and Conditions
 1.
    
    Grant of Restricted Stock.
 Restricted Shares Restricted Share




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2.
    
    Vesting. The Restricted Shares that have not previously been forfeited will vest in
the numbers and on the dates specified in the Vesting Schedule at the beginning of this
Agreement. In addition, the Restricted Shares that have not previously vested or been
forfeited will vest immediately upon the first to occur of the following events: (i) death of
the Employee; (ii) Total Disability of the Employee; and, (iii) a Change of Control as defined
in the Plan. Notwithstanding the foregoing, the number of Restricted Shares vesting on each
date specified in the Vesting Schedule at the beginning of this Agreement may be reduced based
upon the relationship of the Companys actual fully-diluted earnings-per-share (EPS) for
2010 to budgeted EPS for 2010, as specifically set forth on Exhibit A attached hereto, as such
targets may be amended from time-to-time by the Board. The Committee shall determine whether
the performance hurdle was achieved as promptly as practicable following review of the
Companys audited fiscal 2010 financial results. In the event that a reduction is applied to
the Vesting Schedule at the beginning of this Agreement (a) such a reduction shall occur
immediately upon determination by the Committee that the performance hurdle was not achieved
and (b) if such reduction would cause the number of Restricted Shares subject to vesting on
each date specified in the Vesting Schedule to be a fraction of a share, the number of
Restricted Shares subject to vesting on each of the first two dates specified in the Vesting
Schedule shall be rounded down to the nearest whole-share while the number of Restricted
Shares subject to vesting on each of the last two dates specified in the Vesting Schedule
shall be rounded up to the nearest whole-share.3.
    
    Lapse of Restrictions; Issuance of Unrestricted Shares. Upon the vesting of any
Restricted Shares, such vested Restricted Shares will no longer be subject to forfeiture as
provided in Section 4 of this Agreement. Upon the vesting of any Restricted Shares, all
restrictions on such Restricted Shares will lapse, and the Company will, subject to the
provisions of the Plan, issue to the Employee a certificate evidencing the Restricted Shares
that is free of any transfer or other restrictions arising under this Agreement.4.
    
    Forfeiture. In the event that (i) the Employees employment is terminated for any
reason, whether by the Company, by the Employee or otherwise, voluntarily or involuntarily,
other than in the circumstances described in Section 2 of this Agreement, or (iii) the
Employee attempts to sell, assign, transfer or otherwise dispose of, or mortgage, pledge or
otherwise encumber any of the Restricted Shares or the Restricted Shares become subject to
attachment or any similar involuntary process, then any Restricted Shares that have not
previously vested shall be forfeited by the Employee to the Company, the Employee shall
thereafter have no right, title or interest whatever in such Restricted Shares, and, if the
Company does not have custody of any and all certificates
representing Restricted Shares so forfeited, the Employee shall immediately return to the
Company any and all certificates representing Restricted Shares so forfeited. Additionally,
the Employee will deliver to the Company a stock power duly executed in blank relating to
any and all certificates representing Restricted Shares forfeited to the Company in
accordance with the previous sentence or, if such stock power has
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previously been tendered
to the Company, the Company will be authorized to deem such previously tendered stock power
delivered, and the Company will be authorized to cancel any and all certificates
representing Restricted Shares so forfeited and to cause a book entry to be made in the
records of the Companys transfer agent in the name of the Employee (or a new stock
certificate to be issued, if requested by the Employee) evidencing any Shares that vested
prior to forfeiture. If the Restricted Shares are evidenced by a book entry made in the
records of the Companys transfer agent, then the Company will be authorized to cause such
book entry to be adjusted to reflect the number of Restricted Shares so forfeited.5.
    
    Shareholder Rights.As of the date of issuance specified at the beginning of this
Agreement, the Employee shall have all of the rights of a shareholder of the Company with
respect to the Restricted Shares (including voting rights and the right to receive dividends
and other distributions), except as otherwise specifically provided in this Agreement.6.
    
    Restrictive Legends and Stop-Transfer Orders.
     7.
    
    Tax Consequences and Withholdings. The Employee understands that unless a proper and
timely Section 83(b) election has been made as further described below, generally under
Section 83 of the Code, at the time the Restricted Shares vest, the Employee will be obligated
to recognize ordinary income and be taxed in an amount equal to the Fair Market Value as of
the date of vesting for the Restricted Shares then vesting. The Employee shall be solely
responsible for any tax obligations that may arise as a result of the Restricted Shares.8.
    
    Section83(b)Election. The Employee has been informed that, with respect to the
grant of Restricted Shares, an election may be filed by the Employee with the Internal Revenue
Service, within 30 days of the date of issuance, electing pursuant to Section 83(b) of the
Code to be taxed currently on the Fair Market Value of the Restricted Shares on the date of
issuance. The Employee acknowledges that it is the Employees sole responsibility to timely
file the election under Section 83(b) of the Code.
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If the Employee makes such election, the Employee shall promptly provide the Company a copy
and the Company may require at the time of such election an additional payment for
withholding tax purposes based on the Fair Market Value of the Restricted Shares as of the
date of issuance.9.
    
    Interpretation of This Agreement. All decisions and interpretations made by the
Committee with regard to any question arising hereunder or under the Plan shall be binding and
conclusive upon the Company and the Employee. If there is any inconsistency between the
provisions of this Agreement and the Plan, the provisions of the Plan shall govern.10.
    
    Award Subject to Plan, Articles of Incorporation and By-Laws. The Employee
acknowledges that the Restricted Shares are subject to the Plan, the Articles of
Incorporation, as amended from time to time, and the By-Laws, as amended from time to time, of
the Company, and any applicable federal or state laws, rules or regulations.11.
    
    Binding Effect. This Agreement shall be binding in all respects on the heirs,
representatives, successors and assigns of the Employee.12.
    
    Choice of Law. This Agreement is entered into under the laws of the State of
Minnesota and shall be construed and interpreted thereunder (without regard to its conflict of
law principles).
 th
 (Employee)Life Time Fitness, Inc.By
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Exhibit A
 Restricted Stock
Forfeiture Table
 Actual EPS for 2010 as a Percentage
    
    Percentage of Original Restricted Sharesof 2010 Budgeted EPS
    
    Granted to be Forfeited100% or Above
    
    
    0
    %99% to 100%
    
    
    1
    %98% to 99%
    
    
    2
    %97% to 98%
    
    
    3
    %96% to 97%
    
    
    4
    %95% to 96%
    
    
    5
    %94% to 95%
    
    
    6
    %93% to 94%
    
    
    7
    %92% to 93%
    
    
    8
    %91% to 92%
    
    
    9
    %90% to 91%
    
    
    10
    %89% to 90%
    
    
    12
    %88% to 89%
    
    
    14
    %87% to 88%
    
    
    16
    %86% to 87%
    
    
    18
    %85% to 86%
    
    
    20
    %84% to 85%
    
    
    22
    %83% to 84%
    
    
    24
    %83% or Less
    
    
    25
    %
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