Life Time Fitness, Inc.
2004 Long-Term Incentive Plan
Non-Incentive Stock Option
Agreement
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Date of
Grant:
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Exercise Price
Per Share:
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Expiration
Date:
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Exercise
Schedule (Cumulative):
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No. of Shares as to Which
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Option Becomes
Exercisable
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This is a
Non-Incentive Stock Option Agreement (the “ Agreement
”) between Life Time Fitness, Inc., a Minnesota corporation
(the “ Company ”), and the optionee identified
above (the “ Optionee ”) effective as of the
date of grant 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, a
committee of the Board of Directors (the “ Committee
”), administers the Plan;
WHEREAS, the
Committee has the authority to determine the awards to be granted
under the Plan as well as, subject to certain limitations contained
in the Plan, the authority to delegate such authority to a
subcommittee of the Committee, one or more of the Committee
members, one or more officers of the Company, and one or more
employees or designate employees of the Company;
WHEREAS, the
Committee, either acting on its own or through certain of its
authorized delegates, has determined that the Optionee is eligible
to receive an award under the Plan in the form of an incentive
stock option (the “ Option ”);
NOW, THEREFORE,
the Company hereby grants this Option to the Optionee under the
terms and conditions as follows.
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1.
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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.
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*
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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.
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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).
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3.
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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.
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4.
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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.
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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.
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5.
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Expiration
. This Option shall
expire at the earliest of:
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(a)
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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);
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(b)
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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
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(c)
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Termination of the Optionee’s
employment through discharge for Cause.
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In
no event may anyone exercise this Option, in whole or in part,
after it has expired, notwithstanding any other provision of this
Agreement.
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6.
Procedure to Exercise Option .
Notice of
Exercise . This Option
may be exercised by notifying the Company’s outside Plan
administrator of Optionee’s intent and complying with all
requirements set forth by the Company’s outside Plan
administrator. If the person exercising this Option is not the
Optionee, he/she also must submit appropriate proof of his/her
right to exercise this Option.
Tender of
Payment . Upon giving
notice of any exercise hereunder, the Optionee shall provide for
payment of the purchase price of the Shares being purchased through
one or a combination of the following methods:
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(a)
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Cash (including check, bank draft or
money order);
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(b)
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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;
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(c)
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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
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