Form of Restricted Stock Agreement (Executive)



 Exhibit 10.4 
 Exhibit B 
 Life Time Fitness, Inc. 

2011 Long-Term Incentive Plan 
 Restricted Stock Agreement (Forfeiture Component) 
  

			
	 
	 Name of Employee:
  

	 	 
	 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 employee identified above (the “Employee”) effective as of the date of issuance specified above. 

RECITALS 
 WHEREAS, the Company maintains the Life Time Fitness, Inc. 2011 Long-Term Incentive Plan (the “Plan”); 
 WHEREAS, pursuant to the Plan, the Company’s Compensation Committee (the “Committee”), a committee of the Board of Directors (the “Board”), administers the Plan and the
Committee has the authority to grant awards under the Plan on behalf of the Company; 
 WHEREAS, the Committee has determined
that the Employee is eligible to receive such an award under the Plan; 
 NOW, THEREFORE, the Company hereby grants this award
of Restricted Shares to the Employee under the terms and conditions as follows. 
 TERMS AND
CONDITIONS 
  

	1.	Grant of Restricted Stock. 

 (a) Subject to the terms and conditions of this Agreement, the Company has issued to the Employee 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 Employee (unless the Employee 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 Employee in accordance with all of the terms and
conditions of this Agreement. If a certificate evidencing any Restricted Share is requested by the Employee, 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 Employee 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 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 20     to budgeted EPS for 20    , 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
20     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 



  
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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 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, provided that any dividends or other distributions
shall be distributed only if, when and to the extent that the Restricted Shares vest and the restrictions lapse. 

  

	6.	Restrictive Legends and Stop-Transfer Orders. 

 (a) The book entry or certificate representing the Restricted Shares may, at the Committee’s discretion, 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
Employee 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 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.	 Section 83(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, 



  
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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. 

 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). 

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

 

			
	                        
(“Employee”)
	
	  

	
	Life Time Fitness, Inc.
		
	By	 	  

		 	                             
   
		 	Its Executive Vice President



  
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 Exhibit A 

Restricted Stock 
 Forfeiture Table 
  

					
	 Actual EPS for          as a Percentage

of 20     Budgeted EPS
	 		  	 Percentage of Original Restricted Shares

Granted to be Forfeited


 In the event that the Company’s Net Income for 20     is less than
$        , the entire amount of restricted shares granted pursuant to this Restricted Stock Agreement shall be forfeited in full. 

  
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