8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)       March 14, 2007           

Life Time Fitness, Inc.

(Exact name of Registrant as specified in its charter)

Minnesota	001-32230	41-1689746
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
6442 City West Parkway
Eden Prairie, Minnesota		55344
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code		(952) 947-0000

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
Form of 2007 Key Executive Incentice Compensation Plan
Form of 2007 Restricted Stock Agreement (Executive) for 2004 Long-Term Incentive Plan

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

2007 Key Executive Incentive Compensation Plan

     On March 14, 2007, the Compensation Committee of the Board of Directors of Life Time Fitness, Inc. (the “Company”) approved the 2007 Key Executive Incentive Compensation Plan (the “2007 Incentive Plan”) for each of the Company’s named executive officers who remains an executive officer of the Company. The form of 2007 Incentive Plan award is attached hereto as Exhibit 10.1 and incorporated herein by reference. The 2007 Incentive Plan provides for monthly payouts based on the Company’s earnings before taxes (EBT) for the year-to-date period (YTD) as compared against the Company’s 2007 financial plan. In addition, the 2007 Incentive Plan provides for an additional year-end payment based on the Company’s return on invested capital (ROIC) as compared to the Company’s 2007 financial plan. The payout formulas are described in more detail in the form of 2007 Incentive Plan award filed as an exhibit. The 2007 Incentive Plan award for each named executive officer specifies the Guaranteed Pay (salary) and Target Pay (salary plus incentive amount) for that named executive officer, which are listed below:

Named Executive Officer	Guaranteed Pay		Target Pay
Bahram Akradi Chairman of the Board of Directors, President and Chief Executive Officer	$	938,000	$	1,400,000
Michael J. Gerend Executive Vice President and Chief Operating Officer	$	335,000	$	500,000
Michael R. Robinson Executive Vice President and Chief Financial Officer	$	335,000	$	500,000
Eric J. Buss Executive Vice President, General Counsel and Secretary	$	268,000	$	400,000
Mark L. Zaebst Executive Vice President	$	201,000	$	300,000

2007 Restricted Stock Grants

     On March 14, 2007, the Compensation Committee also approved the issuance of restricted shares to each of the Company’s named executive officers. The form of 2007 Restricted Stock Agreement (Executive) is attached hereto as Exhibit 10.2 and incorporated herein by reference. The restricted shares vest as to 25% of the total number of shares on March 1^st of each of 2008, 2009, 2010 and 2011, subject to accelerated vesting in certain circumstances. Notwithstanding the foregoing, the number of restricted shares vesting on each regular vesting date will be reduced pursuant to the sliding scale described below in the event that the Company does not achieve budgeted EBT. If the EBT hurdle is not achieved: (i) five percent (5%) of the restricted shares shall be forfeited; and (ii) additional five percent (5%) of the restricted shares shall be forfeited for each range by which the Company’s actual EBT for 2007 is less than 98.5% of the budgeted EBT for 2007, as follows: (i) 97.5% to 98.49%; (ii) 96.5% to 97.49%; (iii) 95.5% to 96.49%; (iv) 94.5% to 95.49%; and (v) so on; however, in no event will the number of forfeited restricted shares exceed 50% of the original number of restricted shares. The number of restricted shares granted to each named executive officer is: Bahram Akradi — 50,000; Michael J. Gerend — 10,000; Michael R. Robinson — 10,000; Eric J. Buss — 8,000; and Mark L. Zaebst — 5,000.

Item 9.01. Financial Statements and Exhibits.

     The following Exhibits are being filed herewith:

10.1	Form of 2007 Key Executive Incentive Compensation Plan.
10.2	Form of 2007 Restricted Stock Agreement (Executive) for 2004 Long-Term Incentive Plan with performance-based vesting component.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	LIFE TIME FITNESS, INC.
Date: March 20, 2007	By /s/ Eric J. Buss
	Eric J. Buss
	Executive Vice President, General Counsel and Secretary

EXHIBIT INDEX

No.	Exhibit	Manner of Filing
10.1	Form of 2007 Key Executive Incentive Compensation Plan.	Filed Electronically
10.2	Form of 2007 Restricted Stock Agreement (Executive) for 2004 Long-Term Incentive Plan with performance-based vesting component.	Filed Electronically

EX-10.1

2007 Key Executive
Incentive Compensation Plan

Name:
Title:
Effective Date:	January 1, 2007

Plan Description

Plan Objective:	To provide key executives with incentives and rewards for achieving and exceeding 2007 LTF business goals.
Performance Measure:
	•   Year-to-Date Earnings Before Taxes (EBT)
	•   Annual Return on Invested Capital (ROIC)

Cash — Annualized

Target Pay: $_________

Guaranteed Pay: $_________

Incentive Details

• Performance is based on LTF 2007 Fiscal Year, 1/1/07 – 12/31/07

• Monthly payout opportunity

• Based on Year-To-Date EBT Actual vs. Plan as of Month-End

• Year end opportunity if ROIC is better than plan

2007 Key Executive
Incentive Compensation Plan

Monthly Incentive Formula

(Actual YTD EBT / Plan YTD EBT times YTD Target Pay) minus YTD Guaranteed Pay = Incentive Payout

Year-End Incentive Formula

(EBITDA minus Maintenance Capital Expenditures plus Rent Expense minus Taxes) / [Average Working Capital plus Average Fixed Assets plus (Rent Expense multiplied by 7)]

Examples

Compensation Data

• Annual Target Pay: $120,000

• Annual Guaranteed Pay: $100,000

• Monthly Target Pay: $10,000

• Monthly Guaranteed Pay: $8,333

Example #1

• YTD EBT Plan: $1,000,000

• YTD EBT Actual: $1,100,000

• Percent of Plan Attained: $1,100,000 / $1,000,000 = 110%

• Incentive Payout: (110% x $10,000) — $8,333 = $2,667

Example #2

• YTD EBT Plan: $1,000,000

• YTD EBT Actual: $900,000

• Percent of Plan Attained: $900,000 / $1,000,000 = 90%

• Incentive Payout: (90% x $10,000) — $8,333 = $667

Example #3 (ROIC)

• Annual Target Pay: $120,000

• ROIC Plan: 15.00%

• ROIC Actual: 15.15%

• Favorable to Plan: 1% (.15 / 15)

• Incentive Payout: 1% x $120,000 = $1,200

Administration

ROIC / EBT Performance

• If Actual ROIC vs. Plan is unfavorable during the year, the company may withhold payout on the EBT component to offset the future negative variance.

Payout Timing

• All payouts for the monthly incentive will be made via the payroll run which follows the month-end close (24^th of the following month). The incentive amount reflects the previous month’s YTD performance.

• Any year-end ROIC incentive will be made via the payroll run which follows the December month-end close, typically January 24^th of the following year.

Plan Eligibility

• Eligibility for a payout is cancelled when a plan participant voluntarily or involuntarily terminates employment before the payout date.

• If the plan participant moves to a new position during the period, which has a different target pay opportunity, any incentive payments will be prorated for time in the respective positions.

• Newly hired or promoted plan participants are eligible for plan participation beginning with the first day of the month following their hire date.

• A pro-rated payment of the earned monthly incentive payout will be made if plan participant dies or becomes disabled during the eligibility period.

Approvals

• All payouts must to be approved by the Internal Compensation Committee of Life Time Fitness, Inc., or its delegate(s).

• The Compensation Committee of the Board of Directors of Life Time Fitness, Inc. must approve any and all exceptions to this plan in advance of any incentive payout.

IMPORTANT NOTE:
The plan, and any terms contained in the plan does not represent an employment agreement and does not assure or give evidence of continued employment or claim to continued employment of any plan participant for any time or period or position at any specified pay level.

This plan may be amended or terminated at any time by the Compensation Committee of the Board of Directors of Life Time Fitness, Inc. The plan, as described above, supersedes any and all plans, or earlier descriptions of the plan.

EX-10.2

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

Restricted Stock Agreement

Name of Employee:
No. of Shares Covered:	Date of Issuance:	March 14, 2007

Vesting Schedule pursuant to Section 2 (Cumulative):

	No. of Shares Which
Vesting Date(s)	Become Vested as of Such Date
March 1, 2008
March 1, 2009
March 1, 2010
March 1, 2011

     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 pursuant to the sliding scale set forth in the immediately succeeding sentence in the event that the following performance measure is not achieved with respect to the Company’s financial performance for fiscal year 2007: actual earnings before tax (EBT) equals or exceeds the Company’s consolidated EBT as presented in its 2007 annual budget approved by the Board, excluding the impact of extraordinary items included in actual EBT as determined by the Committee. The number of Restricted Shares forfeited if the performance measure is not achieved shall be as follows: (i) five percent (5%) of the Restricted Shares shall be forfeited; and (ii) additional five percent (5%) of the Restricted Shares shall be forfeited for each range by which the Company’s actual EBT for 2007 is less than 98.5% of the budgeted EBT for 2007, as follows: (i) 97.5% to 98.49%; (ii) 96.5% to 97.49%; (iii) 95.5% to 96.49%; (iv) 94.5% to 95.49%; and (v) so on. Notwithstanding the foregoing, in no event will the number of forfeited Restricted Shares exceed fifty (50%) of the original number of Restricted Shares granted by this Agreement. By way of examples, in the event that the Company’s actual EBT for 2007 is (i) 99% of budgeted EBT for 2007, 5% of the originally granted Restricted Shares would be forfeited; (ii) 95% of budgeted EBT for 2007, 25% of the originally granted Restricted Shares would be forfeited; and, (iii) 89% of budgeted EBT for 2007, 50% of the originally granted Restricted Shares would be forfeited. The Committee shall determine whether the performance hurdle was achieved as promptly as practicable following review of the Company’s audited fiscal 2007 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, (b) such reduction shall be spread equally among the shares vesting on each date specified in the Vesting Schedule and (c) 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.

3.

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 or other restrictions arising under this Agreement.

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4.	Forfeiture. In the event that (i) the Employee’s employment is terminated for any reason, whether by the Company, by the Employee or otherwise, voluntarily or involuntarily, other than in the circumstances described in Section 2 of this Agreement, or (iii) the Employee attempts to sell, assign, transfer or otherwise dispose of, or mortgage, pledge or otherwise encumber any of the Restricted Shares or the Restricted Shares become subject to attachment or any similar involuntary process, then any Restricted Shares that have not previously vested shall be forfeited by the Employee to the Company, the Employee shall thereafter have no right, title or interest whatever in such Restricted Shares, and, if the Company does not have custody of any and all certificates representing Restricted Shares so forfeited, the Employee shall immediately return to the Company any and all certificates representing Restricted Shares so forfeited. Additionally, the Employee will deliver to the Company a stock power duly executed in blank relating to any and all certificates representing Restricted Shares forfeited to the Company in accordance with the previous sentence or, if such stock power has previously been tendered to the Company, the Company will be authorized to deem such previously tendered stock power delivered, and the Company will be authorized to cancel any and all certificates representing Restricted Shares so forfeited and to cause a book entry to be made in the records of the Company’s transfer agent in the name of the Employee (or a new stock certificate to be issued, if requested by the Employee) evidencing any Shares that vested prior to forfeiture. If the Restricted Shares are evidenced by a book entry made in the records of the Company’s transfer agent, then the Company will be authorized to cause such book entry to be adjusted to reflect the number of Restricted Shares so forfeited.
5.	Shareholder Rights. As of the date of issuance specified at the beginning of this Agreement, the Employee shall have all of the rights of a shareholder of the Company with respect to the Restricted Shares (including voting rights and the right to receive dividends and other distributions), except as otherwise specifically provided in this Agreement.
6.	Restrictive Legends and Stop-Transfer Orders.

(a) The book entry or certificate representing the Restricted Shares may, at the Committee’s discretion, contain a notation or bear the following legend (as well as any notations or legends required by applicable state and federal corporate and securities laws) noting the existence of the restrictions and the Company’s rights to reacquire the Restricted Shares set forth in this Agreement:

“THE SHARES REPRESENTED BY THIS [BOOK ENTRY] [CERTIFICATE] MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A RESTRICTED STOCK AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.”

(b) The Employee agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

(c) The Company shall not be required (i) to transfer on its books any Restricted Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of the Restricted Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom the Restricted Shares shall have been so transferred.

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7.	Tax Consequences and Withholdings. The Employee understands that unless a proper and timely Section 83(b) election has been made as further described below, generally under Section 83 of the Code, at the time the Restricted Shares vest, the Employee will be obligated to recognize ordinary income and be taxed in an amount equal to the Fair Market Value as of the date of vesting for the Restricted Shares then vesting. The Employee shall be solely responsible for any tax obligations that may arise as a result of the Restricted Shares.
8.	Section 83(b) Election. The Employee has been informed that, with respect to the grant of Restricted Shares, an election may be filed by the Employee with the Internal Revenue Service, within 30 days of the date of issuance, electing pursuant to Section 83(b) of the Code to be taxed currently on the Fair Market Value of the Restricted Shares on the date of issuance. The Employee acknowledges that it is the Employee’s sole responsibility to timely file the election under Section 83(b) of the Code.
	If the Employee makes such election, the Employee shall promptly provide the Company a copy and the Company may require at the time of such election an additional payment for withholding tax purposes based on the Fair Market Value of the Restricted Shares as of the date of issuance.
9.	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 Employee. If there is any inconsistency between the provisions of this Agreement and the Plan, the provisions of the Plan shall govern.
10.	Award Subject to Plan, Articles of Incorporation and By-Laws. The Employee acknowledges that the Restricted Shares are 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.
11.	Binding Effect. This Agreement shall be binding in all respects on the heirs, representatives, successors and assigns of the Employee.
12.	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).

     IN WITNESS WHEREOF, the Employee and the Company have executed this Agreement as of the ___ day of ___, 200___.

 (“Employee”)

Life Time Fitness, Inc.
 

By  

Its  

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