FORM OF RESTRICTED STOCK AGREEMENT

Exhibit 10.31

Life Time Fitness, Inc.
2004 Long-Term Incentive Plan

Restricted Stock Agreement

	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. 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.

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 will be reduced by fifty percent (50%) in the event that the following performance hurdle is not achieved with respect to the Company’s financial performance for fiscal year 2006: actual earnings before tax (EBT) equals or exceeds the Company’s consolidated EBT as presented in its 2006 annual budget approved by the Board, as such budget 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 fiscal 2006 financial results. In the event that a reduction of fifty percent (50%) is applied to the Vesting Schedule at the beginning of this Agreement (a) fifty percent (50%) of the Restricted Shares will be forfeited 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