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Exhibit 10.20
 Life Time Fitness, Inc.
2004 Long-Term Incentive Plan
 Non-Incentive Stock Option Agreement
  Name of Optionee:No. of Shares Covered:
    
    
    Date of Grant:Exercise Price Per Share:
    
    
    Expiration Date:Exercise Schedule (Cumulative):Date(s) of
    
    
    No. of Shares as to WhichExercisability
    
    
    Option Becomes Exercisable
 Agreement Company Optionee
 Recitals
 Plan
 Committee
  Option
  Terms and Conditions *
 1.
    
    Grant. The Optionee is granted this Option to purchase the number of shares of
Common Stock (the Shares) specified at the beginning of this Agreement.
 
 *
    
    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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2.
    
    Exercise Price. The price to the Optionee of each Share subject to this Option shall
be the exercise price specified at the beginning of this Agreement (which price shall not be
less than the Fair Market Value as of the date of grant).
 3.
    
    Non-Incentive Stock Option. This Option is not intended to be an incentive stock
option within the meaning of Section 422 of the Code, and shall not be an incentive stock
option to the extent it does not so qualify.
 4.
    
    Exercise Schedule. This Option shall vest and become exercisable as to the number of
Shares and on the dates specified in the exercise schedule at the beginning of this Agreement.
The exercise schedule shall be cumulative; thus, to the extent this Option has not already
been exercised and has not expired, terminated or been cancelled, the Optionee or the person
otherwise entitled to exercise this Option as provided herein may at any time, and from time
to time, purchase all or any portion of the Shares then purchasable under the exercise
schedule.This Option may also be exercised in full (notwithstanding the exercise schedule) under the
circumstances described in Sections 7(b) and 8 of this Agreement if it has not expired prior
thereto.
 5.
    
    Expiration. This Option shall expire at the earliest of:
 (a)
    
    5:00 p.m. Central Time on the expiration date specified at the beginning of
this Agreement (which date shall not be later than ten years after the date of grant);(b)
    
    5:00 p.m. Central Time on the expiration of the period after the termination of
employment of the Optionee within which the Option can be exercised (as specified in
Section 7 of this Agreement); or(c)
    
    Termination of the Optionees employment through discharge for Cause.In no event may anyone exercise this Option, in whole or in part, after it has expired,
notwithstanding any other provision of this Agreement.
 Procedure to Exercise Option
 Notice of Exercise
 Tender of Payment
 (a)
    
    Cash (including check, bank draft or money order);(b)
    
    To the extent permitted by law, through a broker-assisted cashless exercise in
which the Optionee simultaneously exercises the Option and sells all or a portion of
the Shares thereby acquired pursuant to a brokerage or similar relationship and uses
the proceeds from such sale to pay the purchase price of such Shares;(c)
    
    By delivery to the Company of unencumbered Shares having an aggregate Fair
Market Value on the date of exercise equal to the purchase price of such Shares; or(d)
    
    By authorizing the Company to retain, from the total number of Shares as to
which the Option is exercised, that number of Shares having a Fair Market Value on the
date of exercise equal to the purchase price for the total number of Shares as to which
the Option is exercised.




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Delivery of Certificates Securities Act
 7.
    
    Employment Requirement. This Option may be exercised only while the Optionee remains
employed with the Company or a parent or subsidiary thereof, and only if the Optionee has been
continuously so employed since the date of this Agreement; provided that:
 (a)
    
    This Option may be exercised for ninety (90) days after the Optionees
employment by the Company ceases if such cessation of employment is for a reason other
than death or Total Disability, but only to the extent that it was exercisable
immediately prior to termination of employment, provided that if termination of the
Optionees employment shall have been for Cause, the Option shall expire, and all
rights to purchase Shares hereunder shall terminate, immediately upon such termination.(b)
    
    This Option may be exercised with respect to all Shares subject to this Option
within one year after the Optionees employment by the Company ceases if such cessation
of employment is because of death or Total Disability of the Optionee (all Shares
subject to this Option shall become exercisable in full on the date of such death or
Total Disability and remain exercisable for such one-year period).
  8.
    
    Acceleration of Vesting.Change in Control.In the event of a Change in Control, the Option shall become fully
exercisable and vested.Discretionary Acceleration. Notwithstanding any other provisions of this Agreement to the
contrary, the Committee may, in its sole discretion, declare at any time that the Option
shall be immediately exercisable.
 9.
    
    Buy Out of Option Gains in the Event of a Change in Control. As set forth in Section
7(a)(v) of the Plan, in the event of a Change in Control, the Committee shall have the right
to elect, in its sole discretion and without the consent of the Optionee, to cancel the Option
and to cause the Company to pay to the Optionee the excess of the Fair Market Value of the
Shares
covered by the Option over the exercise price of the Option, at the date the Committee
provides the Buy Out Notice.
 10.
    
    Limitation on Transfer. During the lifetime of the Optionee, only the Optionee or
his/her guardian or legal representative may exercise the Option. The Option may not be
assigned or transferred by the Optionee otherwise than by will or the laws of descent and
distribution.




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11.
    
    No Shareholder Rights Before Exercise. No person shall have any of the rights of a
shareholder of the Company with respect to any Share subject to the Option until the Share
actually is issued to him/her upon exercise of the Option.
 12.
    
    Discretionary Adjustment. In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, stock split, combination or exchange of shares or other
change in corporate structure affecting any class of Common Stock, the Committee (or if the
Company does not survive any such transaction, a comparable committee of the board of
directors of the surviving corporation) may, but shall not be required to, without the consent
of the Optionee, make such adjustment as it determines in its discretion to be appropriate as
to the class, number and exercise price of the Option.
 13.
    
    Transfer of Shares  Tax Effects. The Optionee hereby acknowledges that if any
Shares received pursuant to the exercise of any portion of the Option are sold within two
years from the date of grant or within one year from the effective date of exercise of the
Option, or if certain other requirements of the Code are not satisfied, such Shares will be
deemed under the Code not to have been acquired by the Optionee pursuant to an incentive
stock option as defined in the Code; and that the Company shall not be liable to the Optionee
in the event the Option for any reason is deemed not to be an incentive stock option within
the meaning of the Code.
 14.
    
    Withholding Taxes. The Company shall have the right to require the payment (through
withholding from the Optionees salary or otherwise) of any federal, state, local or foreign
taxes in connection with the exercise of the Option.
 15.
    
    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 Optionee. If there is any inconsistency between the
provisions of this Agreement and the Plan, the provisions of the Plan shall govern.
 16.
    
    Discontinuance of Employment. This Agreement shall not give the Optionee 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 Optionee may terminate his/her
employment at any time and otherwise deal with the Optionee without regard to the effect it
may have upon him/her under this Agreement.
 17.
    
    Option Subject to Plan, Articles of Incorporation and By-Laws. The Optionee
acknowledges that the Option and the exercise thereof is 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.
 18.
    
    Obligation to Reserve Sufficient Shares. The Company shall at all times during the
term of the Option reserve and keep available a sufficient number of Shares to satisfy this
Agreement.
 19.
    
    Binding Effect. This Agreement shall be binding in all respects on the heirs,
representatives, successors and assigns of the Optionee.
 20.
    
    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).




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OPTIONEELIFE TIME FITNESS, INC.ByIts