UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of report (date of earliest event reported)
(Exact name of registrant as specified in its charter)
Commonwealth of The Bahamas
(State or other jurisdiction of incorporation)
|
0-28972
|
98-0164731
|
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
| |
|
Suite 104A, Saffrey Square
|
|
|
P.O. Box N-9306
|
|
|
Nassau, The Bahamas
|
Not Applicable
|
|
(Address of principal executive offices)
|
(Zip Code)
|
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
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))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
(e)
|
(1) |
Compensation of Sean Harrington:
|
On December 16, 2014, the compensation committee (the "Committee") of the board of directors of Steiner Leisure Limited (the "Company") took the following actions with respect to the compensation of Sean Harrington, Managing Director of the Elemis Limited subsidiary of the Company:
| |
(i)
|
Effective January 1, 2015, Mr. Harrington will receive a base salary in the amount of £343,750.
|
| |
(ii)
|
Effective January 1, 2015, Mr. Harrington will be eligible to receive an incentive bonus based on the following formula:
|
| |
(A)
|
The first component of the Incentive Bonus is as follows. In the event that, for 2015, Net Income from Elemis-Related Operations (as defined below) shall equal ninety percent (90%) of the amount thereof as set out in the Approved Budget (the "Budgeted Elemis Net Income"), then, Employee shall be entitled to receive an amount equal to 0.30 times the Base Salary in effect for 2015. In the event that, for 2015, Net Income from Elemis-Related Operations exceeds ninety percent (90%) of Budgeted Elemis Net Income, then, for each one percent (1%) increase over ninety percent (90%), up to one hundred percent (100%) of Budgeted Elemis Net Income, Employee shall be entitled to receive an additional amount equal to 0.030 times the Base Salary. In addition, for each percent that one hundred percent (100%) of Budgeted Elemis Net Income is exceeded for 2015, Employee shall be entitled to receive additional bonus payments equal to 0.024 times the Base Salary, up to a maximum Incentive Bonus under this Clause (A) of 1.2 times the Base Salary. For purposes of the Incentive Bonus, "Net Income from Elemis-Related Operations" means the cumulative result of the net income of Elemis Limited, reduced by the net income of the Company attributable to transactions with Affiliates (as defined in Section 405 of the Securities Act of 1933, as amended) of Elemis, and increased by net income from “Cosmetics Export” and the operating income from SPS, as each of these three “net incomes” and the operating income of SPS is defined for purposes of the Approved Budget.
|
| |
(B)
|
The second component of the Incentive Bonus is as follows. In the event that, for 2015, the Company shall have met ninety percent (90%) of the Budgeted Net Income, then, Employee shall be entitled to receive an amount equal to 0.075 times the Base Salary. In the event that, for 2015, the Company exceeds ninety percent (90%) of the Budgeted Net Income, then, for each percent increase over ninety percent (90%), up to one hundred percent (100%) of Budgeted Net Income, Employee shall be entitled to receive an additional amount equal to 0.0075 times the Base Salary. In addition, for each percent that one hundred percent (100%) of Budgeted Net Income is exceeded for 2015, Employee shall be entitled to receive additional bonus payments equal to 0.006 times the Base Salary, up to a maximum Incentive Bonus under this Clause (B) of 0.30 times the Base Salary.
|
| |
(iii)
|
Effective December 16, 2014, the following equity awards were approved to be granted to Mr. Harrington:
|
| |
(a)
|
In addition to the Annual Award (as defined below), 149 restricted share units, scheduled to vest in three equal installments on the first three anniversaries of the date of grant, on the same terms as the annual equity award approved by the Committee to be awarded to Mr. Harrington and other executive officers and certain employees of the Company on December 3, 2014 (the "Annual Award");
|
| |
(b)
|
In addition to the Annual Award, 340 performance share units, scheduled to vest in three equal installments on each of February 22, 2016, the second anniversary of the date of grant and the third anniversary of the date of grant, provided certain performance criteria for the vesting of such performance share units are met, and otherwise on the same terms as the Annual Award; and
|
| |
(c)
|
An award of 50,000 restricted share units, on the same terms as the Annual Award, except that (i) the award agreement shall provide that these restricted share units will be forfeited in the event that Mr. Harrington has not (x) set up permanent residence in the Coral Gables, Florida area and (y) commenced working out of the offices of the Steiner Management Services, LLC subsidiary of the Company, in each case, as of June 30, 2015, and (ii) the vesting periods for these restricted share units shall be as follows: 5% on the first anniversary of the date of grant, 20% on the second anniversary of the date of grant, 24% on the third anniversary of the date of grant, 25% on the fourth anniversary of the date of grant, and 26% on the fifth anniversary of the date of grant, and otherwise on the same terms as the Annual Award.
|
| |
(iv)
|
Mr. Harrington will be entitled to receive an award of common shares of the Company (the “Shares”), based on the terms and conditions described below. Mr. Harrington will present to the Committee for approval proposed “stretch” budgets for the operations under the management of Mr. Harrington for years 2015 through 2019, which stretch budgets shall be based (i) for 2015, on a significant increase over the actual budget for 2015 previously presented to the Committee and (ii) for each of 2016 through 2019, on a significant increase over the budgets that otherwise would be submitted to the Committee for approval for such years based on the 2015 stretch budget as the base line (the “Stretch Budgets”).
|
With respect to the years 2015 through 2019, if the cumulative amount of the Stretch Budgets therefor is achieved, then Mr. Harrington will earn the sum of US $4,300,000 in value of the Shares.
| |
(v)
|
In connection with Mr. Harrington’s relocation to South Florida, he will be entitled to receive reimbursement and/or an allowance, as the case may be, related to moving and transition housing expenses and his employment agreement will be amended so that his benefits will be similar to those of executive officers of the Company based in the United States.
|
|
(e)
|
(2) |
Amendments to Forms of Restricted Share Unit and Performance Share Unit Award Agreements:
|
The Committee approved amendments relating to vesting of shares to certain of the forms of restricted share unit and performance share unit award agreements, to be used in connection with awards to executive officers of the Company under the Steiner Leisure Limited 2012 Incentive Plan. Those forms of agreements are attached hereto as Exhibits 10.44 and 10.45 and incorporated herein by reference.
Item 9.01. Financial Statement and Exhibits
(d) Exhibits
|
Exhibit Number
|
|
Description
|
| |
|
|
|
10.44
|
|
Form of Restricted Share Unit Award Agreement for Executive Officers under the Steiner Leisure Limited 2012 Incentive Plan
|
|
10.45
|
|
Form of Senior Officer Performance Share Unit Award Agreement under the Steiner Leisure Limited 2012 Incentive Plan
|
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 hereunto duly authorized.
| |
STEINER LEISURE LIMITED
|
| |
|
| |
|
|
Date: December 22, 2014
|
/s/ Leonard I. Fluxman
|
| |
Leonard I. Fluxman
|
| |
President and Chief Executive Officer
|
EXHIBIT 10.44
RESTRICTED SHARE UNIT AWARD AGREEMENT FOR EXECUTIVE OFFICERS
This Restricted Share Unit Award Agreement (this “Agreement”) is made ________________, by and between Steiner Leisure Limited, a Bahamas international business company (the “Company”) and the undersigned employee (the “Employee”).
|
1.
|
Grant of Restricted Share Units.
|
Pursuant to the Steiner Leisure Limited 2012 Incentive Plan (the “Plan”), the Company hereby grants to Employee, as of _______________ (the “Date of Grant”), ________________________________ (_______) restricted share units under the Plan, each of which entitles the Employee to receive a common share of the Company (a “Share”) upon vesting, as described in, and subject to the terms of, this Agreement (the “Restricted Share Units”). Capitalized terms not otherwise defined herein shall have the same meaning as in the Plan.
|
2.
|
Period of Restriction and Vesting of the Restricted Share Units.
|
(a) Period of Restriction. All restrictions imposed by this Agreement and the Plan shall apply to the Restricted Share Units until such Restricted Share Units are vested and become Shares (as provided in Section 2(b) hereof) (the period during which such restrictions apply is referred to herein as the “Period of Restriction”). Restricted Share Units with respect to the period after the Period of Restriction has ended are referred to herein as “Vested Shares.”
(b) Vesting. Subject to Section 3 hereof, the restrictions on the Restricted Share Units shall lapse and the Restricted Share Units shall vest on the following dates (collectively, the “Vesting Period”):
|
Date
|
Annual
Amount Vested
|
Cumulative
Amount
|
|
December 3, 2015
|
one-third1
|
one-third
|
|
December 3, 2016
|
one-third2
|
two-thirds
|
|
December 3, 2017
|
one-third2
|
all
|
Notwithstanding the foregoing, the restrictions applicable to the Restricted Share Units shall lapse and the Restricted Share Units shall vest and become Vested Shares upon the occurrence of any of the following events:
(a) death of the Employee;
(b) a change in control of the Company, as defined in the Plan;
1 Rounded down to the nearest share, if necessary
2 Rounded up to the nearest share, if necessary
(c) retirement of the Employee in accordance with applicable policies of the Company or a subsidiary of the Company by which the Employee is employed, as the case may be (a “Subsidiary”), and provided that such policies do not provide to the contrary;
(d) termination of employment of the Employee by the Company or a Subsidiary without cause (only if the Employee then has an employment agreement with the Company or a Subsidiary approved by the Compensation Committee of the Board of Directors of the Company (an “Employment Agreement”));
(e) the Employee’s termination of employment with the Company or a Subsidiary for “good reason” (only if the Employee then has an employment agreement with the Company or a Subsidiary approved by the Compensation Committee of the Board of Directors of the Company); and
(f) any other event specified as causing accelerated vesting in an applicable employment agreement, if any, between the Employee and the Company or a Subsidiary.
|
4.
|
Transferability of Restricted Share Units.
|
The Restricted Share Units may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated until they have become Vested Shares.
|
5.
|
Termination of Employment.
|
Except as provided above and in the immediately following sentence, upon the termination of the employment of the Employee or other service of Employee with the Company or a Subsidiary, for any reason, all Restricted Share Units shall be forfeited immediately. Notwithstanding anything in this Agreement to the contrary, if Employee voluntarily terminates employment with the Company and, at the effective date of such termination (the “Effective Date”), (i) Employee has worked full time for the Company for no less than ten years and (ii) Employee is at least 65 years of age, then, commencing on the Effective Date, unless Employee is then, or at any time thereafter during the Vesting Period for a tranche of Restricted Share Units in breach of any of Employee’s obligations under an applicable Employment Agreement, if any (in which case, all unvested tranches of Restricted Share Units will be forfeited), then, notwithstanding such termination by Employee, the Restricted Share Units shall continue to vest pursuant to the vesting schedule described in Section 2(b), above, and the other terms hereof shall continue to be in effect.
In order to assure compliance with any applicable tax withholding requirements, Vested Shares may only be sold through a securities broker selected by the Company, currently the Coral Gables office of Merrill Lynch.
Depending on the jurisdiction where the Employee pays taxes, there may (or may not) be certain actions that the Employee can take in connection with this grant of Restricted Share Units that could, under certain circumstances, affect the amount of tax that the Employee pays in connection with this grant of Restricted Share Units. Accordingly, the Employee should contact promptly the Employee’s tax advisor to determine whether there is any tax-related action the Employee should take in connection with this grant of Restricted Share Units and as to any other tax aspects of this grant of Restricted Share Units. The Employee must notify the Company with respect to any tax-related elections or other actions made or taken by the Employee within two (2) business days after taking such action. The Employee hereby indemnifies and holds harmless the Company and its affiliates and the directors, officers, agents and representatives of the Company and its affiliates, respectively, for any tax, penalty or interest imposed on the Company or such other parties in connection with the grant or vesting of Restricted Share Units resulting from the Employee’s failure to provide notice to the Company in accordance with this Section 7.
The Employee shall have no rights as a shareholder of the Company with respect to the Restricted Share Units until the expiration of the Period of Restriction. Among other things, during the Period of Restriction, the Employee shall have no voting rights or rights to dividends or other distributions (if any) with respect to the Restricted Share Units. Upon the expiration of the Period of Restriction, the Employee shall have all rights of a shareholder of the Company with respect to the Vested Shares.
|
9.
|
Adjustments Upon Changes in Capitalization, Etc.
|
In the event of any change in the outstanding Shares of the Company by reason of any Share split, Share dividend, recapitalization, merger, consolidation, combination or exchange of Shares or other similar corporate change or in the event of any special distribution to the shareholders, the Committee shall make such equitable adjustments in the number of Restricted Share Units as the Committee determines are necessary and appropriate. Any such adjustment shall be conclusive and binding for all purposes of the Plan.
In order to enable the Company or a Subsidiary to meet any applicable withholding tax requirements arising as a result of the grant or vesting of the Restricted Share Units, unless the Company or a Subsidiary receives from the Employee, no later than six (6) business days before the date that the Restricted Share Units vest (or, if withholding is required earlier than the vesting date due to a tax election by the Employee or otherwise, within five (5) business days before the date required by such tax election or other event), or as otherwise may be indicated in a letter provided to the Employee by the Company prior to the applicable vesting date, a check in an amount equal to the amount required to be withheld for tax purposes in connection with such vesting or other event, the Company shall withhold such amount of Restricted Share Units that otherwise would have vested or been delivered to the Employee as necessary to pay the required tax withholding. The value of any Restricted Share Units to be withheld by the Company shall be the Fair Market Value on the date to be used to determine the amount of tax to be withheld.
|
11.
|
Restricted Share Units Subject to Plan.
|
The Restricted Share Units awarded pursuant to the Plan are subject to all of the terms and conditions of the Plan, the terms of which are hereby expressly incorporated and made a part hereof. Any conflict between this Agreement and the Plan shall be controlled by, and settled in accordance with, the terms of the Plan. The Employee acknowledges that the Employee has received, read and understood the provisions of the Employee Plan and agrees to be bound by its terms and conditions.
|
12.
|
Compliance with Insider Trading Policy.
|
Employee acknowledges and confirms that all transactions in the Shares and any derivative securities related to the Shares shall be in compliance with the Company’s Policy Statement on the Prevention of Insider Trading.
Any dispute regarding the interpretation of this Agreement shall be submitted by the Employee or by the Company forthwith to the Committee, which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Committee shall be final and binding on the Company and on the Employee.
|
14.
|
Not a Contract of Employment.
|
This Agreement shall not be deemed to constitute an employment contract between the Company or a Subsidiary and the Employee or to be a consideration or an inducement for the employment of the Employee.
Any notice required or permitted hereunder shall be given in writing and deemed delivered when (i) personally delivered, (ii) sent by facsimile transmission and a confirmation of the transmission is received by the sender, or (iii) three (3) days after being deposited for delivery with a recognized overnight courier, such as Federal Express or UPS, and addressed or sent, as the case may be, to the address or facsimile number set forth below or to such other address or facsimile number as such party may in writing designate.
The parties agree to execute such further instruments and to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement.
|
17.
|
Entire Agreement; Governing Law; Severability; Etc.
|
The Plan is incorporated herein by reference. This Agreement and the Plan constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and the Employee with respect to the subject matter hereof and thereof, and shall be interpreted in accordance with, and shall be governed by, the laws of The Bahamas, subject to any applicable United States federal or state securities laws. Should any provision of this Agreement be determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable. This Agreement may be executed in two counterparts, each of which shall be deemed to be an original, and both of which, together, shall constitute the same agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.
|
EMPLOYEE
|
|
STEINER LEISURE LIMITED
|
|
| |
|
|
|
| |
|
|
|
| |
|
By: |
|
|
| |
|
|
|
|
|
[NAME OF EMPLOYEE]
|
|
|
Stephen Lazarus
|
|
| |
|
|
Executive Vice President and
|
| |
|
|
Chief Financial Officer
|
|
| |
|
|
|
|
|
Address and Facsimile Number:
|
Address and Facsimile Number:
|
| |
|
|
|
|
|
| |
|
c/o Steiner Management Services, LLC
|
| |
|
770 South Dixie Hwy., Suite 200
|
|
| Fax No.: |
|
|
Coral Gables, Florida 33146
|
|
| |
|
|
Facsimile: (305) 358 - 7704
|
|
EXHIBIT 10.45
SENIOR OFFICER PERFORMANCE SHARE UNIT AWARD AGREEMENT
This Performance Share Unit Award Agreement (this “Agreement”) is made ______________, by and between Steiner Leisure Limited, a Bahamas international business company (the “Company”) and the undersigned employee (the “Employee”).
|
1.
|
Grant of Performance Share Units.
|
Pursuant to the Steiner Leisure Limited 2012 Incentive Plan (the “Plan”), the Company hereby grants to Employee, as of _______________ (the “Date of Grant”), _____________________________________ (_______) performance share units under the Plan, each of which entitles the Employee to receive a common share of the Company (a “Share”) upon vesting, as described in, and subject to the terms of, this Agreement (the “Performance Share Units”). Capitalized terms not otherwise defined herein shall have the same meaning as in the Plan.
|
2.
|
Period of Restriction and Vesting of the Performance Share Units.
|
(a) Period of Restriction. All restrictions imposed by this Agreement and the Plan shall apply to the Performance Share Units until such Performance Share Units are vested and become Shares (as provided in Section 2(b) hereof) (the period during which such restrictions apply is referred to herein as the “Period of Restriction”). Performance Share Units with respect to the period after the Period of Restriction has ended are referred to herein as “Vested Shares.”
(b) Vesting. Subject to Section 3 hereof, the restrictions on the Performance Share Units shall lapse and the Performance Share Units shall vest on the following dates (collectively, the “Vesting Period”):
|
Date
|
Annual
Amount Vested
|
Cumulative
Amount
|
|
February 22, 2016
|
one-third1
|
one-third
|
|
December 3, 2016
|
one-third2
|
two-thirds
|
|
December 3, 2017
|
one-third2
|
all
|
The Performance Share Units shall vest only if the performance criteria identified on Exhibit “A” attached hereto (the “Performance Criteria”) are achieved. The number of the Performance Share Units granted, as indicated above, (the “Share Number”), shall be increased from the Share Number to the extent that 100% of the Performance Criteria is exceeded, at the rate of two percent of the Share Number for each percent of such excess over 100% of such Performance Criteria up to 150% of the Share Number (the “Excess Grant Formula”). If the Performance Criteria has multiple components, the Excess Grant Formula shall apply on a pro rata basis to each of the Performance Criteria.
1 Rounded down to the nearest share, if necessary
2 Rounded up to the nearest share, if necessary
Notwithstanding the foregoing, the restrictions applicable to the Performance Share Units shall lapse and the Performance Share Units shall vest and become Vested Shares upon the occurrence of any of the following events:
(a) death of the Employee;
(b) a change in control of the Company, as defined in the Plan;
(c) retirement of the Employee in accordance with applicable policies of the Company or a subsidiary of the Company by which the Employee is employed, as the case may be (a “Subsidiary”), and provided that such policies do not provide to the contrary;
(d) termination of employment of the Employee by the Company or a Subsidiary without cause (only if the Employee then has an employment agreement with the Company or a Subsidiary approved by the Compensation Committee of the Board of Directors of the Company (an “Employment Agreement”));
(e) the Employee’s termination of employment with the Company or a Subsidiary for “good reason” (only if the Employee then has an employment agreement with the Company or a Subsidiary approved by the Compensation Committee of the Board of Directors of the Company); and
(f) any other event specified as causing accelerated vesting in an applicable employment agreement, if any, between the Employee and the Company or a Subsidiary.
|
4.
|
Transferability of Performance Share Units.
|
The Performance Share Units may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated until they have become Vested Shares.
|
5.
|
Termination of Employment.
|
Except as provided above and in the immediately following sentence, upon the termination of the employment of the Employee or other service of Employee with the Company or a Subsidiary for any reason, all Performance Share Units shall be forfeited immediately. Notwithstanding anything in this Agreement to the contrary, if Employee voluntarily terminates employment with the Company and, at the effective date of such termination (the “Effective Date”), (i) Employee has worked full time for the Company for no less than ten years, (ii) Employee is at least 65 years of age and (iii) the Performance Criteria for the vesting of the Performance Share Units in question have been confirmed by the compensation committee of the board of directors of the Company to have been achieved, then, commencing on the Effective Date, unless Employee is then, or at any time thereafter during the Vesting Period for a tranche of Performance Share Units in breach of any of Employee’s obligations under an applicable Employment Agreement, if any (in which case, all unvested tranches of Performance Share Units will be forfeited), then, notwithstanding such termination by Employee, the Performance Share Units shall continue to vest pursuant to the vesting schedule described in Section 2(b), above, and the other terms hereof shall continue to be in effect provided that the requirement of the first sentence of the last paragraph of Section 2, above, is met.
In order to assure compliance with any applicable tax withholding requirements, Vested Shares may only be sold through a securities broker selected by the Company, currently the Coral Gables office of Merrill Lynch.
Depending on the jurisdiction where the Employee pays taxes, there may (or may not) be certain actions that the Employee can take in connection with this grant of Performance Share Units that could, under certain circumstances, affect the amount of tax that the Employee pays in connection with this grant of Performance Share Units. Accordingly, the Employee should contact promptly the Employee’s tax advisor to determine whether there is any tax-related action the Employee should take in connection with this grant of Performance Share Units and as to any other tax aspects of this grant of Performance Share Units. The Employee must notify the Company with respect to any tax-related elections or other actions made or taken by the Employee within two (2) business days after taking such action. The Employee hereby indemnifies and holds harmless the Company and its affiliates and the directors, officers, agents and representatives of the Company and its affiliates, respectively, for any tax, penalty or interest imposed on the Company or such other parties in connection with the grant or vesting of Performance Share Units resulting from the Employee’s failure to provide notice to the Company in accordance with this Section 7.
The Employee shall have no rights as a shareholder of the Company with respect to the Performance Share Units until the expiration of the Period of Restriction. Among other things, during the Period of Restriction, the Employee shall have no voting rights or rights to dividends or other distributions (if any) with respect to the Performance Share Units. Upon the expiration of the Period of Restriction, the Employee shall have all rights of a shareholder of the Company with respect to the Vested Shares.
|
9.
|
Adjustments Upon Changes in Capitalization, Etc.
|
In the event of any change in the outstanding Shares of the Company by reason of any Share split, Share dividend, recapitalization, merger, consolidation, combination or exchange of Shares or other similar corporate change or in the event of any special distribution to the shareholders, the Committee shall make such equitable adjustments in the number of Performance Share Units as the Committee determines are necessary and appropriate. Any such adjustment shall be conclusive and binding for all purposes of the Plan.
In order to enable the Company or a Subsidiary to meet any applicable withholding tax requirements arising as a result of the grant or vesting of the Performance Share Units, unless the Company or a Subsidiary receives from the Employee, no later than six (6) business days before the date that the Performance Share Units vest (or, if withholding is required earlier than the vesting date due to a tax election by the Employee or otherwise, within five (5) business days before the date required by such tax election or other event), or as otherwise may be indicated in a letter provided to the Employee by the Company prior to the applicable vesting date, a check in an amount equal to the amount required to be withheld for tax purposes in connection with such vesting or other event, the Company shall withhold such amount of Performance Share Units that otherwise would have vested or been delivered to the Employee as necessary to pay the required tax withholding. The value of any Performance Share Units to be withheld by the Company shall be the Fair Market Value on the date to be used to determine the amount of tax to be withheld.
|
11.
|
Performance Share Units Subject to Plan.
|
The Performance Share Units awarded pursuant to the Plan are subject to all of the terms and conditions of the Plan, the terms of which are hereby expressly incorporated and made a part hereof. Any conflict between this Agreement and the Plan shall be controlled by, and settled in accordance with, the terms of the Plan. The Employee acknowledges that the Employee has received, read and understood the provisions of the Employee Plan and agrees to be bound by its terms and conditions.
|
12.
|
Compliance with Insider Trading Policy.
|
Employee acknowledges and confirms that all transactions in the Shares and any derivative securities related to the Shares shall be in compliance with the Company’s Policy Statement on the Prevention of Insider Trading.
Any dispute regarding the interpretation of this Agreement shall be submitted by the Employee or by the Company forthwith to the Committee, which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Committee shall be final and binding on the Company and on the Employee.
|
14.
|
Not a Contract of Employment.
|
This Agreement shall not be deemed to constitute an employment contract between the Company or a Subsidiary and the Employee or to be a consideration or an inducement for the employment of the Employee.
Any notice required or permitted hereunder shall be given in writing and deemed delivered when (i) personally delivered, (ii) sent by facsimile transmission and a confirmation of the transmission is received by the sender, or (iii) three (3) days after being deposited for delivery with a recognized overnight courier, such as Federal Express or UPS, and addressed or sent, as the case may be, to the address or facsimile number set forth below or to such other address or facsimile number as such party may in writing designate.
The parties agree to execute such further instruments and to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement.
|
17.
|
Entire Agreement; Governing Law; Severability; Etc.
|
The Plan is incorporated herein by reference. This Agreement and the Plan constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and the Employee with respect to the subject matter hereof and thereof, and shall be interpreted in accordance with, and shall be governed by, the laws of The Bahamas, subject to any applicable United States federal or state securities laws. Should any provision of this Agreement be determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable. This Agreement may be executed in two counterparts, each of which shall be deemed to be an original, and both of which, together, shall constitute the same agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.
|
EMPLOYEE
|
|
STEINER LEISURE LIMITED
|
|
| |
|
|
|
| |
|
|
|
| |
|
By: |
|
|
| |
|
|
|
|
|
[NAME OF EMPLOYEE]
|
|
|
Stephen Lazarus
|
|
| |
|
|
Executive Vice President and
|
| |
|
|
Chief Financial Officer
|
|
| |
|
|
|
|
|
Address and Facsimile Number:
|
Address and Facsimile Number:
|
| |
|
|
|
|
|
| |
|
c/o Steiner Management Services, LLC
|
| |
|
770 South Dixie Hwy., Suite 200
|
|
| Fax No.: |
|
|
Coral Gables, Florida 33146
|
|
| |
|
|
Facsimile: (305) 358 - 7704
|
|
Exhibit “A”
PERFORMANCE CRITERIA
(MM) (NASDAQ:STNR)
Historical Stock Chart
From Jun 2024 to Jul 2024
(MM) (NASDAQ:STNR)
Historical Stock Chart
From Jul 2023 to Jul 2024
