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EXHIBIT 10.5




RESTRICTED STOCK AGREEMENT




HEALTH FITNESS CORPORATION

2007 EQUITY INCENTIVE PLAN




     THIS
AGREEMENT is made effective as of this ___ day of                     ,
2007, by and between Health Fitness Corporation, a Minnesota corporation (the “Company”), and
                                         (the “Participant”).



WITNESSETH:




     WHEREAS, the Participant currently serves as                                          of the Company or one of
its Subsidiaries; and



     WHEREAS, the Company wishes to grant a restricted stock award to the Participant for shares of
the Company’s Common Stock pursuant to the Company’s 2007 Equity Incentive Plan (the “Plan”); and



     WHEREAS, the grant of a restricted stock award to the Participant has been duly authorized as
provided in the Plan;



     NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained,
the parties hereto agree as follows:



     1. Grant of Restricted Stock Award. The Company hereby grants to the Participant on
the date set forth above a restricted stock award (the “Award”) for                                         
(                                        ) shares of Common Stock on the terms and conditions set forth herein, which
shares are subject to adjustment pursuant to Section 9 of the Plan. The Company shall cause to be
issued one or more stock certificates representing such shares of Common Stock in the Participant’s
name, and shall hold each such certificate until such time as the risk of forfeiture and other
transfer restrictions set forth in this Agreement have lapsed with respect to the shares
represented by the certificate. The Company may also place a legend on such certificates
describing the risks of forfeiture and other transfer restrictions set forth in this Agreement
providing for the cancellation of such certificates if the shares of Common Stock are forfeited as
provided in Paragraph 2 below. Until such risks of forfeiture have lapsed or the shares subject to
this Award have been forfeited pursuant to Paragraph 2 below, the Participant shall be entitled to
vote the shares represented by such stock certificates and shall receive all distributions
attributable to shares for which the risks of forfeiture have lapsed, but the Participant shall not
have any other rights as a shareholder with respect to such shares.



     2. Vesting of Restricted Stock.



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          a. Shares Earned by Participant. Subject to the vesting conditions of Paragraph 2(b)
below, the Participant shall earn the right to receive all or a portion of the shares of Stock
subject to this Award upon the achievement of certain Performance Objectives as set forth in the
following schedule:




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Percentage or Number of	 
	Performance Objective(s)	 	Achievement	 	 	Shares Earned	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 




Any shares of Stock that are not earned by the Participant according to the foregoing schedule
shall be forever forfeited.




          b. Vesting of Shares Earned. All shares of Stock earned by the Participant pursuant
to Paragraph 2(a) shall remain forfeitable until                                          (the “Vesting Date”). If the
Participant’s employment with the Company (or a Subsidiary) terminates at any time prior to the
Vesting Date for any reason other than termination due to the Participant’s disability or death,
but including the Participant’s voluntary resignation, the Participant shall immediately forfeit
all shares of Stock earned by the Participant. If the Participant’s employment with the Company
(or a Subsidiary) terminates due to disability (as defined in Code Section 22(e)) or death, all
shares of Stock earned by the Participant shall immediately vest. If, prior to the Vesting Date,
the Participant no longer holds the office of                                         , the Participant shall
immediately forfeit all shares of Stock earned by the Participant.




     3. General Provisions.



          a. Employment or Other Relationship. This Agreement shall not confer on Participant
any right with respect to continued employment by the Company or any of its Affiliates, nor will it
interfere in any way with the right of the Company or any Affiliate to terminate such employment.
Except as otherwise provided in an employment agreement between the Participant and the Company,
the Participant’s employment relationship with the Company and its Affiliates shall be
employment-at-will, and nothing in this Agreement shall be construed as creating an employment
contract for any specified term between Participant and the Company or any Affiliate.




          b. Mergers, Recapitalizations, Stock Splits, Etc. Pursuant and subject to Section 9
of the Plan, certain changes in the number or character of the shares of Stock of the Company
(through sale, merger, consolidation, exchange, reorganization, divestiture (including a spin-off),
liquidation, recapitalization, stock split, stock dividend, or otherwise) shall result in an
adjustment, reduction, or enlargement, as appropriate, in the number of shares subject to this
Award. Any additional shares that are credited pursuant to such adjustment shall be subject to the
same restrictions as are applicable to the shares with respect to which the adjustment relates.




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          c. Shares Reserved. The Company shall at all times during the term of this Award
reserve and keep available such number of shares as will be sufficient to satisfy the requirements
of this Agreement.




          d. Withholding Taxes. To permit the Company to comply with all applicable federal and
state income tax laws or regulations, the Company may take such action as it deems appropriate to
ensure that, if necessary, all applicable federal and state payroll, income or other taxes are
withheld from any amounts payable by the Company to the Participant. If the Company is unable to
withhold such federal and state taxes, for whatever reason, the Participant hereby agrees to pay to
the Company an amount equal to the amount the Company would otherwise be required to withhold under
federal or state law prior to the transfer of any certificates for the shares of Stock subject to
this Award. Subject to such rules as the Administrator may adopt, the Administrator may, in its
sole discretion, permit Participant to satisfy such withholding tax obligations, in whole or in
part, by delivering shares of Common Stock, including shares of Stock received pursuant to this
Award on which the risks of forfeiture have lapsed. Such shares shall have a Fair Market Value
equal to the minimum required tax withholding, based on the minimum statutory withholding rates for
federal and state tax purposes, including payroll taxes, that are applicable to the supplemental
income resulting from the lapsing of the risks of forfeiture on the shares of Stock subject to this
Award. In no event may Participant deliver shares having a Fair Market Value in excess of such
statutory minimum required tax withholding. Participant’s election to deliver shares for purposes
of such withholding tax obligations shall be made on or before the date that the amount of tax to
be withheld is determined under applicable tax law, shall be approved by the Administrator, and
shall otherwise comply with such rules as the Administrator may adopt to assure compliance with
Rule 16b 3, or any successor provision, as then in effect, of the General Rules and Regulations
under the Securities Exchange Act of 1934, if applicable.




          e. 2007 Equity Incentive Plan. The Award evidenced by this Agreement is granted
pursuant to the Plan, a copy of which Plan has been made available to the Participant and is hereby
incorporated into this Agreement. This Agreement is subject to and in all respects limited and
conditioned as provided in the Plan. All defined terms of the Plan shall have the same meaning
when used in this Agreement. The Plan governs this Award and, in the event of any questions as to
the construction of this Agreement or in the event of a conflict between the Plan and this
Agreement, the Plan shall govern, except as the Plan otherwise provides.




          f. Lockup Period Limitation. Participant agrees that in the event the Company advises
Participant that it plans an underwritten public offering of its Common Stock in compliance with
the Securities Act of 1933, as amended, and that the underwriter(s) seek to impose restrictions
under which certain shareholders may not sell or contract to sell or grant any option to buy or
otherwise dispose of part or all of their stock purchase rights of the underlying Common Stock,
Participant hereby agrees that for a period not to exceed 180 days from the prospectus, Participant
will not sell or contract to sell or grant an option to buy or otherwise dispose of this Award or
any of the underlying shares of Common Stock without the prior written consent of the
underwriter(s) or its representative(s).




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          g. Blue Sky Limitation. Notwithstanding anything in this Agreement to the contrary,
in the event the Company makes any public offering of its securities and it is determined that it
is necessary to reduce the number of issued but unexercised stock purchase rights so as to comply
with any state securities or Blue Sky law limitations with respect thereto, the Board of Directors
of the Company shall have the right (i) to accelerate the vesting of this Award, provided that the
Company gives Participant 15-days advance written notice of such acceleration, or (ii) to cancel
all or any portion of this Award. Notice shall be deemed given when delivered personally or when
deposited in the United States mail, first class postage prepaid and addressed to Participant at
the address of Participant on file with the Company.




          h. Accounting Compliance. Participant agrees that, if a merger, reorganization,
liquidation or other “transaction” as defined in Section 9 of the Plan occurs, and Participant is
an “affiliate” of the Company or any Affiliate (as defined in applicable legal and accounting
principles) at the time of such transaction, Participant will comply with all requirements of Rule
145 of the Securities Act of 1933, as amended, and the requirements of such other legal or
accounting principles, and will execute any documents necessary to ensure such compliance.




          i. Stock Legend. The Administrator may require that the certificates for any shares
of Common Stock purchased by Participant (or, in the case of death, Participant’s successors) shall
bear an appropriate legend to reflect the restrictions of Paragraphs 3(f) through 3(h) of this
Agreement; provided, however, that failure to so endorse any of such certificates shall not render
invalid or inapplicable Paragraphs 3(f) through 3(h).




          j. Scope of Agreement. This Agreement shall bind and inure to the benefit of the
Company and its successors and assigns and of the Participant and any successor or successors of
the Participant.




          k. Arbitration. Any dispute arising out of or relating to this Agreement or the
alleged breach of it, or the making of this Agreement, including claims of fraud in the inducement,
shall be discussed between the disputing parties in a good faith effort to arrive at a mutual
settlement of any such controversy. If, notwithstanding, such dispute cannot be resolved, such
dispute shall be settled by binding arbitration. Judgment upon the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof. The arbitrator shall be a
retired state or federal judge or an attorney who has practiced securities or business litigation
for at least 10 years. If the parties cannot agree on an arbitrator within 20 days, any party may
request that the chief judge of the District Court for Hennepin County, Minnesota, select an
arbitrator. Arbitration will be conducted pursuant to the provisions of this Agreement, and the
commercial arbitration rules of the American Arbitration Association, unless such rules are
inconsistent with the provisions of this Agreement. Limited civil discovery shall be permitted
only for the production of documents. Unresolved discovery disputes may be brought to the
attention of the arbitrator who may dispose of such dispute. The arbitrator shall have the
authority to award any remedy or relief that a court of this state could order or grant; provided,
however, that punitive or exemplary damages shall not be awarded. The arbitrator may award to the
prevailing party, if any, as determined by the arbitrator, all of its costs and fees, including the
arbitrator’s fees, administrative fees, travel expenses, out-of-pocket expenses and reasonable




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attorneys’ fees. Unless otherwise agreed by the parties, the place of any arbitration proceedings
shall be Hennepin County, Minnesota.




     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day
and year first above written.



	 	 	 	 	 
	 	HEALTH FITNESS CORPORATION

 	 
	 	By:  	 	 
	 	 	Its: 	 	 
	 	 	 
	 	 	 
	 	Participant 	 




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