exv10w26



 






Exhibit 10.26




Life Time Fitness, Inc.

2004 Long-Term Incentive Plan




Restricted Stock Agreement (Employee)







	 	 	 	 
	 
	 	 	 
	Name of Recipient:
	 	 	 
	 
	 	 	 
	 	 	 	 
	 
	 	 	 
	No. of Shares Covered:

	 	 	Date of Issuance:
	 
	 	 	 
	 	 	 	 
	 
	 	 	 
	Vesting Schedule pursuant to Section 2 (Cumulative):
	 	 	 
	 
	 	 	 
	 

	 	 	No. of Shares Which
	Vesting Date(s)

	 	 	Become Vested as of Such Date
	 
	 	 	 
	 
	 	 	 
	 
	 	 	 








     This is a Restricted Stock Agreement (the “Agreement”) between Life Time Fitness,
Inc., a Minnesota corporation (the “Company”), and the recipient identified above (the
“Recipient”) effective as of the date of issuance specified above.



Recitals




     WHEREAS, the Company maintains the Life Time Fitness, Inc. 2004 Long-Term Incentive Plan (the
“Plan”);



     WHEREAS, pursuant to the Plan, the Company’s Compensation Committee, a committee of the Board
of Directors (the “Committee”), administers the Plan;



     WHEREAS, the Committee has the authority to determine the awards to be granted under the Plan
as well as, subject to certain limitations contained in the Plan, the authority to delegate such
authority to a subcommittee of the Committee, one or more of the Committee members, one or more
officers of the Company, and one or more employees or designate employees of the Company;



     WHEREAS, the Committee, either acting on its own or through certain of its authorized
delegates, has determined that the Recipient is eligible to receive an award under the Plan in the
form of shares of restricted stock;



     NOW, THEREFORE, the Company hereby grants this award of Restricted Shares to the Recipient
under the terms and conditions as follows.



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Terms and Conditions*





	1.	 	Grant of Restricted Stock.






	 	(a)     Subject to the terms and conditions of this Agreement, the Company has issued to the
Recipient the number of Shares specified at the beginning of this Agreement. These Shares
are subject to the restrictions provided for in this Agreement and are referred to
collectively as the “Restricted Shares” and each as a “Restricted Share.”
	 
	 	(b)     The Restricted Shares will be evidenced by a book entry made in the records of the
Company’s transfer agent in the name of the Recipient (unless the Recipient requests a
certificate evidencing the Restricted Shares). All restrictions provided for in this
Agreement will apply to each Restricted Share and to any other securities distributed with
respect to that Restricted Share. Each Restricted Share will remain restricted and subject
to forfeiture to the Company unless and until that Restricted Share has vested in the
Recipient in accordance with all of the terms and conditions of this Agreement. If a
certificate evidencing any Restricted Share is requested by the Recipient, the Company shall
retain custody of any such certificate throughout the period during which any restrictions
are in effect and require, as a condition to issuing any such certificate, that the
Recipient tender to the Company a stock power duly executed in blank relating to such
custody.






	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 upon the death or Total Disability of the Participant as to a prorated
portion of such Restricted Shares based on the portion of the term until such Restricted
Shares vest during which the Recipient was employed by the Company, and, with respect to any
such shares, all restrictions shall lapse. In the event of a Change of Control, the
restrictions applicable to any Restricted Shares shall lapse and the Restricted Shares shall
become fully vested. Notwithstanding any other provisions of this Agreement to the contrary,
the Committee may also, in its sole discretion, declare at any time that the Restricted Shares
shall become free of all restrictions and become fully vested.






	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 Recipient a certificate evidencing the Restricted Shares
that is free of any transfer or other restrictions arising under this Agreement.






	4.	 	Forfeiture. If (i) the Recipient’s employment with the Company is terminated for any
reason, whether by the Company, by the Recipient or otherwise, voluntarily or involuntarily,
other than in the circumstances described in Section 2 of this Agreement, or (ii) the
Recipient 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 Recipient to the Company, the Recipient 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 Recipient shall
immediately return to the Company








 




			
	*	 	Unless the context indicates otherwise, terms
that are not defined in this Agreement shall have the meaning set forth in the
Plan as it currently exists or as it is amended in the future.





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 any and all certificates representing Restricted Shares so
forfeited. Additionally, the Recipient 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 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 Recipient (or a
new stock certificate to be issued, if requested by the Recipient) 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 Recipient 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.





	 	(a)  The book entry or certificate representing the Restricted Shares shall contain a
notation or bear the following legend (as well as any notations or legends required by
applicable state and federal corporate and securities laws) noting the existence of the
restrictions and the Company’s rights to reacquire the Restricted Shares set forth in this
Agreement:
	 
	 	“THE SHARES REPRESENTED BY THIS [BOOK ENTRY] [CERTIFICATE] MAY BE TRANSFERRED ONLY
IN ACCORDANCE WITH THE TERMS OF A RESTRICTED STOCK AGREEMENT BETWEEN THE COMPANY AND
THE SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.”
	 
	 	(b)  The Recipient agrees that, in order to ensure compliance with the restrictions referred
to herein, the Company may issue appropriate “stop transfer” instructions to its transfer
agent, if any, and that, if the Company transfers its own securities, it may make
appropriate notations to the same effect in its own records.
	 
	 	(c)  The Company shall not be required (i) to transfer on its books any Restricted Shares
that have been sold or otherwise transferred in violation of any of the provisions of this
Agreement, or (ii) to treat as owner of the Restricted Shares or to accord the right to vote
or pay dividends to any purchaser or other transferee to whom the Restricted Shares shall
have been so transferred.






	7.	 	Tax Consequences and Withholdings. The Recipient 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 Recipient will recognize
ordinary income equal to the Fair Market Value of the Restricted Shares then vesting. The
Recipient shall
be solely responsible for tax obligations that arise as a result of the vesting or sale of
the Restricted Shares.






	 	 	When the Recipient recognizes income upon vesting of the Restricted Shares, or upon filing a
Section 83(b) election as described below, the Company shall have the right to require the
payment (through withholding from the Recipient’s salary or otherwise) of any federal,
state,






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local or foreign taxes based on the Fair Market Value of the Restricted Shares then
vesting (or, in the case of an election under Section 83(b), as of the date of issuance).




	8.	 	Section 83(b) Election. The Recipient has been informed that, with respect to the
grant of Restricted Shares, an election may be filed by the Recipient 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 upon making such election on the Fair Market Value of the Restricted
Shares on the date of issuance. The Recipient acknowledges that it is the Recipient’s sole
responsibility to timely file the election under Section 83(b) of the Code if the Recipient
chooses to make such an election. The Recipient has been advised that he or she should
consult his or her personal tax or financial advisor with any questions regarding whether to
make a Section 83(b) election. If the Recipient makes such election, the Recipient shall
promptly provide the Company a copy of the election form.






	9.	 	Discontinuance of Employment. This Agreement shall not give the Recipient a right to
continued employment with the Company or any parent or subsidiary of the Company, and the
Company or any such parent or subsidiary employing the Recipient may terminate his/her
employment at any time and otherwise deal with the Recipient without regard to the effect it
may have upon him/her under this Agreement.






	10.	 	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 Recipient. If there is any inconsistency between the
provisions of this Agreement and the Plan, the provisions of the Plan shall govern.






	11.	 	Award Subject to Plan, Articles of Incorporation and By-Laws. The Recipient
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.






	12.	 	Binding Effect. This Agreement shall be binding in all respects on the heirs,
representatives, successors and assigns of the Recipient.






	13.	 	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).





     IN WITNESS WHEREOF, the Recipient and the Company have executed this Agreement as of the ___
day of ___, 20___.



	 	 	 	 	 	 	 
	 	 	RECIPIENT	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	LIFE TIME FITNESS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	     Its	 	 	 	 
	 

	 	 	 	 	 	 






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