STEINER LEISURE LIMITED - Steiner Leisure Ltd.

2007 Grants of Plan-Based AwardsThe following table sets forth information concerning 2007 awards to the named executives of (i) cash incentivebonuses pursuant to their respective employment agreements and (ii) equity awards under the Equity Plan.GrantNameDateLeonard I.Fluxman ......... --12/4/200712/4/2007StephenLazarus .......... --12/4/200712/4/2007GlennFusfield .......... --4/25/200712/4/200712/4/2007Robert C.Boehm ........... --12/4/200712/4/2007Sean C.Harrington ...... --12/4/200712/4/2007_____________Estimated Future Payouts Under Non-EquityIncentive Plan Awards (1)Threshold($)$304,771----75,250----75,250------75,250----100,169(5)--Target($)$609,541----150,500----150,500------150,500----200,338(5)--Maximum($)$1,219,082----301,000----301,000------301,000----400,676(5)----Estimated Future Payouts Under EquityIncentive Plan Awards (2)Threshold(#)--29,193---9,391------9,391----9,391----9,391--Target(#)--29,193----9,391------9,391----9,391----9,391--Maximum(#)--43,790----14,087------14,087----14,087----14,087--All OtherShareAwards:NumberofShares ofStock orUnits (#)(3)----12,752----4,102--10,000--4,102----4,102----4,102Grant DateFair Valueof ShareAwards (4)--$1,210,926528,953--389,539170,151--488,900389,539170,151--389,539170,151--389,539170,151(1) The amounts reported in these columns represent the threshold, target and maximum amounts of cash bonusespayable to the named executives for 2007 under their respective employment agreements. The performancemeasures for the bonuses for the named executives other than Mr. Harrington are set forth, above, under"Employment Agreements." For 2007, Mr. Harrington was entitled to receive bonus payments under twoperformance measures. Under the first measure, Mr. Harrington was entitled to receive a bonus equal to 20% ofhis base salary upon the attainment of 90% of the net income from certain operations (the "Elemis-RelatedOperations") relating to the Company’s Elemis Limited subsidiary ("Elemis") and additional bonuses based onthat 90% threshold being exceeded, including exceeding the targeted net income from the Elemis-RelatedOperations. Under the second measure, Mr. Harrington was entitled to receive a bonus of five percent of hisbase salary upon the attainment of 90% of the budgeted earnings per share of the Company for 2007 andadditional bonuses based on the Company’s exceeding that 90% threshold, including exceeding its budgetedearnings per share. The actual cash bonus payment for 2007 for each named executive is reported in the "Non-Equity Incentive Plan Compensation" column of the "Summary Compensation Table," above.(2) The amounts reported under this heading with the grant date of December 4, 2007 represent performance sharesgranted as part of the annual grant of equity to executive officers and other officers and employees of theCompany (the "Annual Award"). This award vests in three equal installments on March 3, 2009, December 4,2009 and December 4, 2010, provided that the specified performance targets for 2008 are met. If 95% (for theSLL Target (as defined below)) or 90% (for the other performance measures), as the case may be with respectto a particular performance target, is met, the threshold award is earned and if the performance target isexceeded, the amount of shares awarded is increased, up to an amount equal to 150% of the target number ofshares. For Messrs. Fluxman, Lazarus and Boehm, the performance measure is the achievement of specifiedearnings per share of the Company (the "SLL Target"). For Mr. Fusfield, the performance measures include theachievement of the budgeted operating income of the Company’s Maritime Division (two-thirds of the targetBowne ID # g12968-5.pdf 28 May 2, 2008 12:16:3024