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-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R5x8GS2gGYMfQ83JvI/DHdgh57MZRR+YmftyOKw9jfD7dHZKs3X6qE2kX6uXTedF 6uOvwiATFinlXCRCugttGw== 0001018946-04-000024.txt : 20040121 0001018946-04-000024.hdr.sgml : 20040121 20040121124447 ACCESSION NUMBER: 0001018946-04-000024 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040121 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STEINER LEISURE LTD CENTRAL INDEX KEY: 0001018946 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 980164731 STATE OF INCORPORATION: C5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49405 FILM NUMBER: 04534427 BUSINESS ADDRESS: STREET 1: 770 SOUTH DIXIE HWY. CITY: CORAL GABLES STATE: FL ZIP: 33146 BUSINESS PHONE: 3053589002 MAIL ADDRESS: STREET 1: STE 104A STREET 2: SAFFREY SQ CITY: NASSAU STATE: C5 ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WARSHAW CLIVE E CENTRAL INDEX KEY: 0001033246 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 104A SAFFREY SQU CITY: NASSAU BAHAMAS BUSINESS PHONE: 2423560006 MAIL ADDRESS: STREET 1: 104A SAFFREY SQU CITY: NASSAU BAHAMAS STATE: C5 ZIP: 999999999 SC 13D/A 1 schedule13dwarshawjan2004.htm OMB APPROVAL

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*

STEINER LEISURE LIMITED
(Name of Issuer)

COMMON SHARES, PAR VALUE (U.S.) $0.01 PER SHARE
(Title of Class of Securities)

P8744Y 10 2
(CUSIP Number)

CLIVE E. WARSHAW
SUITE 104A
SAFFREY SQUARE
NASSAU, THE BAHAMAS

with a copy to:

ROBERT C. BOEHM
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
STEINER MANAGEMENT SERVICES LLC
770 SOUTH DIXIE HIGHWAY - SUITE 200
CORAL GABLES, FLORIDA 33146
(305) 358-9002
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

NOVEMBER 10, 2003
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

CUSIP No. P8744Y 10 2

NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON

Clive E. Warshaw

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

3. SEC USE ONLY

4. SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]

6. CITIZENSHIP OR PLACE OF ORGANIZATION

United Kingdom

NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH

7. SOLE VOTING POWER

2,498,726*

8. SHARED VOTING POWER

9. SOLE DISPOSITIVE POWER

2,498,726*

10. SHARED DISPOSITIVE POWER

0

(*) The beneficial ownership reported herein for the Reporting Person includes 292,366 shares issuable upon exercise of currently exercisable options granted under the issuer's Amended and Restated 1996 Share Option and Incentive Plan (the "Option Plan").

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,498,726*
(*) The beneficial ownership reported herein for the Reporting Person includes 292,366 shares issuable upon exercise of currently exercisable options granted under the Option Plan.

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ X ]

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

15.0%

TYPE OF REPORTING PERSON

INTRODUCTORY NOTE

This Amendment No. 6 to Schedule 13D amends the Initial Statement on Schedule 13D of Clive E. Warshaw (the "Reporting Person"), dated September 22, 1997, as amended by Amendment No. 1, dated May 31, 1998, Amendment No. 2, dated September 15, 1998, Amendment No. 3, dated November 4, 1998, Amendment No. 4 dated March 1, 1999 and Amendment No. 5 dated March 30, 1999 (as so amended, the "Amended 13D"), to reflect sales by the Reporting Person of common shares, $0.01 par value per share (the "Common Shares"), of Steiner Leisure Limited (the "Company") pursuant to a sales plan established by the Reporting Person under Rule 10b5-1(c) (the "Sales Plan") under the Securities Exchange Act of 1934, as amended (the "Act"), and certain other information. Except as set forth below, no amendment is being made hereby to the Amended 13D.

ITEM 4. PURPOSE OF TRANSACTION.

The Reporting Person made the sale of Common Shares disclosed in Item 5(c) for estate planning purposes and to provide for personal asset liquidity. The Reporting Person currently intends to continue to sell additional Common Shares until April 30, 2004 under the Sales Plan and is likely to adopt a plan or plans similar in nature to the Sales Plan or otherwise continue to sell Common Shares thereafter. Such sales may be in amounts or at prices that are similar to, or different from, the Sales Plan.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

Items 5(a) and 5(b). As of January 20, 2004, the Reporting Person, the Chairman of the Board of the Company (and, prior to January 1, 2001, also the Chief Executive Officer of the Company) beneficially owned and had sole voting and dispositive power with respect to 2,498,726 Common Shares, representing approximately 15.0% of the outstanding Common Shares. That amount includes 292,366 Common Shares issuable upon exercise of options owned by the Reporting Person which options are currently exercisable. That amount excludes 110,545 Common Shares issuable upon exercise of options owned by Michèle Steiner Warshaw, a director of the Company, an officer of a subsidiary of the Company and the wife of the Reporting Person, which options are currently exercisable, and as to which the Reporting Person disclaims beneficial ownership.

Item 5(c). During the 60 day period prior to the date of this Schedule 13D, the Reporting Person sold 81,000 of the Common Shares in open market transactions, pursuant to the Sales Plan. The Sales Plan is described under Item 6 and a copy of the Sales Plan is attached as Exhibit 1 to this Schedule 13D. Set forth below is a list of the aforesaid transactions:

Transaction Type	Transaction Date	Quantity	Price ($)

Sale	11/24/2003	9,000	14.85
Sale	12/01/2003	9,000	14.88
Sale	12/08/2003	9,000	13.97
Sale	12/15/2003	9,000	13.95
Sale	12/22/2003	9,000	14.15
Sale	12/29/2003	9,000	13.89
Sale	01/05/2004	9,000	14.72
Sale	01/12/2004	9,000	14.60
Sale	01/20/2004	9,000	16.87

In addition, on November 24, 2003, the Reporting person was granted by the Company ten year options to acquire 25,000 of the Common Shares at an exercise price equal to $14.96 per share, which options vest in equal amounts on the first three anniversaries of the date of grant.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

The Sales Plan is reflected in a document dated March 13, 2003 between the Reporting Person and Goldman Sachs & Co. ("Goldman"), providing for sales of up to 9,000 Common Shares per week commencing April 13, 2003 until and including April 30, 2004 and requiring as a condition to each sale a minimum sales price per share of $9.00 per share. Through the date hereof, the Reporting Person has sold a total of 369,000 Common Shares under the Sales Plan.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

EXHIBIT NUMBER	DESCRIPTION
1	Sales Plan dated March 13, 2003 between the Reporting Person and Goldman Sachs & Co., pursuant to Section 10b5-1 under the Securities Exchange Act of 1934, as amended.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: January 21, 2004

Signature: /s/ Clive E. Warshaw

Name/Title: Clive E. Warshaw, Chairman

EX-1 3 exhibit1.htm Sales Plan Exhibit 1

Sales Plan

Sales Plan, dated as of March 13th, 2003 (the "Sales Plan"), between Clive E. Warshaw ("Seller") and Goldman, Sachs & Co. ("Broker").

WHEREAS, Seller desires to establish this Sales Plan to sell shares of common stock, par value $ 0.01 per share (the "Stock"), of Steiner Leisure Limited (the "Issuer") in accordance with the requirements of Rule 10b5-1 ("Rule 10b5-1") promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), as further set forth herein;

NOW, THEREFORE, Seller and Broker hereby agree as follows:

1. Broker shall effect one or more sales (each a "Sale") of shares of Stock, including shares of Stock issuable upon the exercise of stock options held by Seller and other shares of Stock owned by Seller (the "Shares"), as further set forth in the attached Annex A to this Sales Plan.

2. This Sales Plan shall become effective as of the date hereof and shall terminate on the earlier of the close of business on April 30th, 2004 or the death of Seller.

3. Seller understands that Broker may effect Sales hereunder jointly with orders for other sellers of Stock of the Issuer and that the average price for executions resulting from bunched orders will be assigned to Seller's account. All orders will be deemed day orders only and not held unless otherwise specified in Annex A.

4. Seller represents and warrants that Seller is not aware of material, nonpublic information with respect to the Issuer or any securities of the Issuer (including the Stock) and is entering into this Sales Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1. Seller agrees not to exert or attempt to exert any influence over Broker (or any employee thereof who is involved or engaged in the execution of sales of Stock under the Sales Plan) with respect to the Sales Plan (or the sale of any Stock hereunder) and not to provide Broker (or any such employee of Broker) with any material non-public information with respect to the Issuer or its securities.

5. It is the intent of the parties that this Sales Plan comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act and this Sales Plan shall be interpreted to comply with the requirements of Rule 10b5-1(c).

6. Seller represents that the Shares are "restricted securities" and/or that Seller may be deemed an "affiliate" of the Issuer, as those terms are defined in Rule 144(a) promulgated under the Securities Act of 1933 (the "Securities Act"). Seller shall not take, and shall not cause any person or entity with which he or she would be required to aggregate sales of Stock pursuant to paragraph (a)(2) or (e) of Rule 144 to take, any action that would cause the Sales not to comply with Rule 144. Seller has provided Broker with ten (10) executed Forms 144, which Broker will complete and file on behalf of Seller. Seller understands and agrees that Broker will make one Form 144 filing at the beginning of each three-month period commencing prior to the first Sale to be effected pursuant to this Sales Plan, and that each such Form 144 shall specify that the Sales are being effected in accordance with a Sales Plan intended to comply with Rule 10b5-1.

7. (a ) Seller represents and warrants that Seller is currently permitted to sell Stock in accordance with the Issuer's insider trading policies and procedures (the "Trading Policy"), and that, other than any Rule 144 requirements described herein, there are no contractual, regulatory or other restrictions applicable to the Sales contemplated under this Sales Plan that would interfere with Broker's ability to execute Sales and effect delivery and settlement of such Sales on behalf of Seller, other than restrictions with respect to which Seller has obtained all required consents, approvals and waivers. By signing the acknowledgment at the end of this Sales Plan, the Issuer acknowledges that this Sales Plan (and the sale of Shares contemplated hereby) does not conflict with or violate Issuer's Trading Policy or otherwise require Issuer's consent or approval. The Issuer further acknowledges that it will coordinate with Seller with respect to any press release or other public announcement(s) relating to the Sales Plan (or the transactions contemplated hereby). Seller shall notify Broker immediately in the event that any of the above statements becomes inaccurate prior to the termination of this Sales Plan.

(b) With respect to shares of Stock underlying stock options held by Seller that are to be exercised by Seller to permit Sales pursuant to this Sales Plan ("Options"), Seller has delivered to Broker executed option exercise notices in the form attached hereto as Annex B covering up to the maximum number of Shares that may be sold pursuant to option exercises hereunder, and hereby authorizes Broker to deliver such notices to the Issuer's stock option administrator, on Seller's behalf, as necessary to effectuate such exercises and settle such Sales. Seller agrees to make appropriate arrangements with the Issuer and its transfer agent and stock option administrator to assure that Stock received upon exercise of Options shall be delivered to an account at Broker in the name of and for the benefit of Seller to effect Sales pursuant to this Sales Plan.

(c) On each day that Sales of shares subject to options are to be made under this Sales Plan, Broker shall exercise a sufficient number of Options to effect such sales and shall exercise first those Options with the lowest exercise price; provided that Broker shall in no event exercise any Option if at the time of exercise the exercise price of the Option is equal to or higher than the market price of the Stock, in which case the sales provided for on such day shall be cancelled and shall not be effected hereunder, and further provided, that in the event sales of any Shares to be executed are subject to a limit order, Seller shall have been deemed to have exercised the Options with respect to such notice from Broker with respect to such Shares at the end of the trading day on which such sales took place.

8. Seller shall make all filings, if any, required under Sections 13(d) and 16 of the Exchange Act. Broker agrees to cooperate with Seller and to provide Seller with sufficient information regarding the Sales to make any such filings.

9. Seller understands that Broker may not be able to effect a Sale due to a market disruption or a legal, regulatory or contractual restriction applicable to Broker or a similar or other event or circumstance affecting the ability to effect Sales (a "Blackout"). Seller also understands that even in the absence of a Blackout, Broker may be unable to effect Sales consistent with ordinary principles of best execution due to insufficient volume of trading, failure of the Stock to reach and sustain a limit order price, or other market factors in effect on the date of a Sale set forth in and pursuant to Annex A ("Unfilled Sales").

10. (a) Seller acknowledges, and Broker agrees, that in the event of an Issuer Suspension Determination (as hereinafter defined) with respect to which Issuer provides at least three (3) days' prior written notice, signed by an authorized officer of Issuer, or (in the case of a Seller Trading Restriction (as hereinafter defined) only) signed by Seller and acknowledged by an authorized officer of Issuer, to Broker and confirmed by telephone to Broker (Attn: Restricted Stock Desk, c/o Control Room; Fax No. (212) 902-0943; Tel: (212) 902-1511), then Broker will cease effecting Sales under this Sales Plan as soon as practicable after receiving such notice. The parties agree, and Issuer acknowledges, that an "Issuer Suspension Determination" means and includes a determination by Issuer, made in good faith and upon the advice of Issuer's securities counsel, that the Sales Plan, and/or sales of Stock thereunder, must be suspended (or terminated) because (i) it is in the best interests of the Issuer to do s o, (ii) of the imposition of trading restrictions on Seller, not imposed at Seller's instance or as a result of Seller's influence (a "Seller Trading Restriction"), including restrictions imposed in connection with a pooling-of-interests transaction or an Issuer stock offering requiring an affiliate lock-up, (iii) the Sales Plan, or sales of Stock thereunder, no longer complies with the Issuer's Trading Policy (if amended after the date hereof, in form approved in good faith by the Issuer's Board of Directors) or Rule 10b5-1, or (iv) sales of Stock under the Sales Plan violate, or reasonably threaten to violate, applicable federal or state securities laws, rules or regulations.

(b) Seller further acknowledges, and Broker further agrees, that in the event of a Hostile Tender Offer (as hereinafter defined) with respect to which Issuer provides written notice, signed by an authorized officer of Issuer, to Broker and confirmed by telephone to Broker (Attn: Restricted Stock Desk, c/o Control Room; Fax No. (212) 902-0943; Tel: (212) 902-1511), then Broker will cease effecting Sales under this Sales Plan as soon as practicable after receiving such notice. The parties agree, and Issuer acknowledges, that a "Hostile Tender Offer" shall mean and include a tender offer or exchange offer for shares of Stock which has been commenced, or which is to be commenced (and the Issuer has received notice thereof), by a third party (not including the Issuer), and which tender offer or exchange offer has not been approved by the Issuer's Board of Directors.

(c) Broker shall resume effecting Sales in accordance with this Sales Plan as soon as practicable after (1) in the case of a Blackout, the cessation or termination of the Blackout, (2) in the case of a suspension or termination due to an Issuer Suspension Determination, Broker receives notice in writing from an authorized officer of the Issuer that the cause(s) or reason(s) underlying such Issuer Suspension Determination has (or have) ceased or terminated (as applicable), and (3) in the case of a suspension due to a Hostile Tender Offer, Broker receives notice in writing from an authorized officer of the Issuer that the tender offer or exchange offer in question has been withdrawn, terminated, abandoned or enjoined (in a final, non-appealable order entered by a court of competent jurisdiction), or is otherwise no longer applicable to the Issuer or its Stock. Any Unfilled Sales, and any Sales that would have been executed in accordance with the terms of Annex A but are not executed due to the exist ence of a Blackout, Issuer Suspension Determination or Hostile Tender Offer (or related notice from the Issuer), shall be deemed to be cancelled and shall not be effected pursuant to this Sales Plan.

11. This Sales Plan shall be governed by and construed in accordance with the laws of the State of New York and may be modified, terminated or amended only by a writing signed by the parties hereto, including the Issuer, and provided that any such modification, termination or amendment shall only be permitted at a time when Seller is otherwise permitted to effect sales under the Issuer's Trading Policy and at a time when Seller is not aware of material nonpublic information concerning the Issuer or its securities. In the event of a modification or amendment to this Sales Plan, or in the event Seller establishes a new plan after termination of the Sales Plan, no sales shall be effected during the thirty (30) days immediately following such modification, amendment or termination (other than Sales already provided for in the Sales Plan prior to modification, amendment or termination). Notwithstanding any term or provision contained in this Sales Plan, nothing herein shall prevent, limit or adversely eff ect Seller's ability to sell shares of Stock outside of (and/or in addition to the Sales contemplated pursuant to Annex A of) this Sales Plan, so long as Seller complies in good faith with applicable provisions of federal and state securities laws as well as the Issuer's Trading Policy (as then in effect).

12. Broker shall have the right to require, as a condition to Broker's consent to any modification, termination or amendment under paragraph 11, that Seller shall (i) exculpate Broker from any action taken or omitted to be taken by Broker and (ii) indemnify Broker against any losses, damages, liabilities or expenses incurred by Broker, in each case for actions or losses in connection with or arising out of this Sales Plan and any amended or subsequent sales plan.

13. This Sales Plan may be executed in two or more separate counterparts, each of which shall constitute an original, and all of which together shall constitute one and the same instrument and agreement.

IN WITNESS WHEREOF, the undersigned have signed this Sales Plan as of the date first written above.

/s/ Clive E. Warshaw - ------------------------------------------------	Goldman, Sachs & Co. /s/ Michael Dweck - ------------------------------------------------- Name: Michael Dweck Title: Managing Director
Acknowledged: Steiner Leisure Limited: /s/ Robert C. Boehm - ------------------------------------------------- Name: Robert C. Boehm Title: Sr. V.P. and General Counsel

Annex A

Clive E. Warshaw

Steiner Leisure Limited (STNR)

Broker shall enter limit orders for the amounts shown below on the first trading day of each whole or partial calendar week during the periods shown below (each a "Sales Week"). Each limit order shall be good until the end of the Sales Week.

Date	Shares	Limited Price	Nature of Acquisition
Each Sales Week commencing April 13, 2003 until and including April 30, 2004	9,000 Shares	$10.00	Stock issuable on exercise of Options, and or Stock already owned by Seller, as described below.

Seller irrevocably authorizes Broker and has supplied Broker with all documentation and contact information to permit Broker to exercise options required to settle sales set forth hereunder and Seller confirms that Seller has taken appropriate steps to assure cooperation of Issuer's transfer agent to facilitate such exercise and settlement by Broker on Seller's behalf. Seller shall have the right to amend this Annex A, solely for the purpose of changing the "allocation" of sales among shares owned and shares subject to exercise of options, by increasing or decreasing the number of shares to be sold subject to option exercise and by making a corresponding decrease or increase in the number of shares to be sold that are currently owned; provided that (w) Seller shall give Broker at least 3 business days' prior written notice of such change, including an amended Annex A executed by Seller (the receipt of which Notice and Amended Annex A shall have been acknowledged by Broker) and shall provide Broker, to the extent necessary, with additional executed notices of exercise, (x) Broker shall have confirmed to its satisfaction that appropriate arrangements are made with the Issuer and its transfer agent and stock plan administrator, (y) the aggregate number of shares to be sold by Seller each day, either currently owned or subject to option exercise, remains unchanged and (z) no other changes are made to this Sales Plan or to Annex A (including without limitation changes with respect to the dates on which or the prices at which sales are to be made), except in accordance with paragraphs 10 and 11 of this Plan.

Any order or portion of an order that is left unsold on the last trading day of a Sales Week shall be cancelled and shall not carry forward to succeeding Sales Weeks. No more than 9,000 shares shall be sold in any Sales Week; however, share amounts listed shall be increased or decreased to reflect stock dividends, stock splits or other recapitalizations affecting the Stock should they occur.

Annex A (continued)

Options shall be exercised in the following order, with the Options with the lowest exercise price being exercised first:

Date of Grant	Number of Shares Subject to Grant	Exericise Price

10^th Novembe 1996	90,000	$5.78
21^st March 1997	60,000	$10.56

In the event all the above listed Options are exercised and the Shares issuable thereunder are sold pursuant to this Sales Plan, and additional sales of Shares are required or permitted pursuant to this Sales Plan, then Shares now held in Seller's account number 029-06169-4 (or any successor account) with Broker shall be sold under and in accordance with this Sales Plan.

/s/ Clive E. Warshaw - --------------------------------------------------- Name: Clive E. Warshaw	Goldman, Sachs & Co. /s/ Michael Dweck - -------------------------------------------------- Name: Michael Dweck Title: Managing Director
Acknowledged: Steiner Leisure Limited /s/ Robert C. Boehm - --------------------------------------------------- Name: Robert C. Boehm Title: Sr. Vice President and General Counsel

ANNEX B

EXERCISE NOTICE

Steiner Leisure Limited
c/o Steiner Management Services
770 South Dixie Hwy.
Suite 200
Coral Gables, Florida 33146

Attention: Secretary

1. Exercise of Option. Effective as of the date indicated below, the undersigned ("Employee") hereby elects to exercise options held by the Employee to purchase ________ common shares (the "Shares") of Steiner Leisure Limited (the "Company") under and pursuant to the Company's 1996 Share Option and Incentive Plan (the "Plan") and the Share Option Agreement by and between the Company and the Employee dated as of _______________ (the "Option Agreement").

2. Representations of Employee. Employee acknowledges that Employee has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions. References herein to this "Agreement" include this Exercise Notice and the Plan, and the Option Agreement, all of which are incorporated herein by reference as provided in Section 7, below.

3. Compliance with Securities Laws. Notwithstanding any other provisions of the Option Agreement to the contrary, Employee understands and acknowledges that the exercise of any rights to purchase Shares is expressly conditioned upon compliance with the Securities Act of 1933, as amended, all applicable state securities laws and all applicable requirements of the Nasdaq Stock Market, Inc. or other market or exchange on which the Shares may be traded or listed at the time of their exercise. Employee agrees to cooperate with the Company to ensure compliance with such laws and requirements.

4. Tax Consultation. Employee understands that Employee may suffer adverse tax consequences as a result of Employee's purchase or disposition of the Shares. Employee represents that Employee has consulted with any tax consultants Employee deems advisable in connection with the purchase or disposition of the Shares and that Employee is not relying on the Company for any tax advice.

5. Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. This Agreement shall be binding upon Employee and his or her heirs, executors, administrators, successors and assigns.

6. Delivery of Payment. Employee herewith delivers (or, within ten (10) days after the date of exercise, will deliver) to the Company the full exercise price for the Shares. Employee hereby elects to pay the full exercise price (check the appropriate box):

¨	in cash or by check;
¨	by tender to the Company of Shares in accordance with Section 4(ii) of the Option Agreement;
¨	by a combination of the foregoing.

7. Entire Agreement; Governing Law; Severability. The Plan, and Option Agreement are incorporated herein by reference. This Exercise Notice, the Plan and the Option Agreement constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Employee with respect to the subject matter hereof, 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.

Submitted by:		Accepted by:

EMPLOYEE:		STEINER LEISURE LIMITED

/s/ Clive E. Warshaw - ----------------------------------------------		/s/ Robert C. Boehm - ---------------------------------------------- Sr. Vice President and General Counsel

Date: - ----------------------------------------------

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