10.07.2015 Views

STEINER LEISURE LIMITED - Steiner Leisure Ltd.

STEINER LEISURE LIMITED - Steiner Leisure Ltd.

STEINER LEISURE LIMITED - Steiner Leisure Ltd.

SHOW MORE
SHOW LESS

You also want an ePaper? Increase the reach of your titles

YUMPU automatically turns print PDFs into web optimized ePapers that Google loves.

Mr. Lazarus: (i) without cause by the Company: an amount equal to twice the aggregate of his then base salary,the Payable Bonus, the Benefits Amount and his automobile allowance (payable upon the earlier to occur of Mr.Lazarus's death and the six-month anniversary of the termination date); (ii) for cause by Mr. Lazarus: theaggregate of his then base salary for the longer of 24 months and the Remaining Term, the Payable Bonus forthe Remaining Term and the Benefits Amount and his automobile allowance for the Remaining Term (payableupon the later of 60 days after the year in which termination occurred (the "60-Day Period") and six monthsafter the termination date); (iii) change in control: same as termination for cause by Mr. Lazarus; (iv) nonrenewalof employment agreement: the aggregate of his then base salary and the Payable Bonus (payable uponthe earlier of death and six months after termination); (v) death: the aggregate of his then base salary, thePayable Bonus and the cost of health and dental insurance as then in effect for a period of one year (payable tendays after the date of death, except that the Payable Bonus is payable in bi-monthly installments for one yearafter the date of death); (vi) disability: the aggregate of his then base salary, the Payable Bonus and the BenefitsAmount for one year (payable bi-monthly for one year beginning 60 days after the termination date); and (vii)illness: the aggregate of the Payable Bonus and Benefits Amount (payable upon the later of 60 days after theyear in which termination occurs and six months after the termination date).Mr. Fusfield (i) without cause by the Company: an amount equal to twice the aggregate of his then base salary,the Payable Bonus, the Benefits Amount and his automobile allowance (payable upon the earlier to occur of Mr.Fusfield's death and the six-month anniversary of the termination date); (ii) for cause by Mr. Fusfield: same astermination for cause by Mr. Lazarus; (iii) change in control: same as termination for cause by Mr. Lazarus; (iv)non-renewal of employment agreement: the aggregate of his then base salary and the Payable Bonus (payableupon the earlier of death and six months after termination); (v) death: the aggregate of his then base salary, thePayable Bonus and the cost of health and dental insurance as then in effect for a period of one year (payable tendays after the date of death, except that the Payable Bonus is payable in bi-monthly installments for one yearafter the date of death); (vi) disability (termination by the Company): the aggregate of his then base salary, thePayable Bonus and the Benefits Amount for one year (payable bi-monthly for one year beginning 60 days afterthe termination date); and (vii) disability (termination by Mr. Fusfield): the aggregate of the Payable Bonus andthe Benefits Amount for one year (payable upon the later of 60 days after the year in which termination occursand six months after the termination date).Mr. Boehm: (i) without cause by the Company: the aggregate of his then base salary for the longer of 12 monthsand the Remaining Term, an amount equal to the average of his cash bonuses for the three preceding years (the"Average Bonus") for each year in the Remaining Term and the cost of his health insurance provided by theCompany for a period of one year after termination (payable within ten days after the termination date); (ii) forcause by Mr. Boehm: the aggregate of his then base salary for the Remaining Term and the Average Bonus(payable within ten days after the termination date); (iii) change in control: the aggregate of (x) the greater ofhis then base salary for the Remaining Term and twice that base salary, and (y) the Average Bonus for theRemaining Term (payable within ten days after the date of notice of termination); (iv) non-renewal ofemployment agreement: his then base salary (payable within 15 days after the termination date); (v) death: theaggregate of his base salary and the Average Bonus (base salary payable within 60 days after the date of deathand the Average Bonus payable in bi-weekly installments for one year after the date of death); (vi) disability:the Payable Bonus (payable within the 60-Day Period); and (vii) illness: the Payable Bonus (payable within the60-Day Period).(2) These amounts represent the value of unvested options subject to accelerated vesting as a result of theTermination Event in question as of December 31, 2007, the assumed termination date. That value is derivedby multiplying the difference between the exercise price of the options and the closing price of a CommonShare on the Nasdaq Stock Market on December 31, 2007, the last trading day of the year, by the number ofoptions in question.(3) These amounts represent the value of unvested restricted shares and performance shares subject to acceleratedvesting as a result of the Termination Event in question as of December 31, 2007. That value is derived bymultiplying the number of accelerated shares by the closing price of a Common Share on the Nasdaq StockMarket on December 31, 2007.(4) Upon a change in control, the named executives may be subject to excise tax imposed under Section 4999 of theInternal Revenue Code with respect to payments received from the Company. Under Mr. Fluxman’s30Bowne ID # g12968-5.pdf 34 May 2, 2008 12:16:32

Hooray! Your file is uploaded and ready to be published.

Saved successfully!

Ooh no, something went wrong!