Life Time Fitness, Inc.
2004 Long-Term Incentive Plan
Restricted Stock
Agreement
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Date of
Issuance: March 13, 2009
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Vesting
Schedule pursuant to Section 2 (Cumulative):
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No. of Shares Which
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Vesting Date(s)
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Become Vested as of Such
Date
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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.
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 (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.
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1.
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Grant of Restricted
Stock .
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(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 .”
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(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.
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2.
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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 2009 to budgeted EPS for
2009, 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 2009 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.
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3.
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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
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