Restricted Share Unit Award Agreement

Exhibit 10.33

Restricted Share Unit Award Agreement Between the Company and Leonard I. Fluxman

AGREEMENT

This Agreement (this " Agreement ") is made September 21, 2009, by and between Steiner Leisure Limited, a Bahamas international business company (the " Company ") and Leonard I. Fluxman (the " Recipient ").

WITNESSETH:

WHEREAS , in September 1999, the Company's indirect, wholly owned subsidiary, Steiner Education Group, Inc. (" SEG "), adopted the Steiner Education Group, Inc. 1999 Stock Option Plan (the " SEG Plan ");

WHEREAS , under the SEG Plan, awards of options to purchase certain specified amounts of shares of SEG were made to certain officers of the Company and its subsidiaries, including the Recipient;

WHEREAS , the Company and the Recipient have determined that it is in their respective best interests to effectuate the transaction described in this Agreement (the " Transaction ");

WHEREAS , the number of the Company's common shares (the " Shares ") to be issued upon the vesting of the Restricted Share Units (as defined below) issued hereunder was determined based on a valuation of SEG as of July 31, 2009 prepared by an independent valuation firm; and

WHEREAS , the Audit Committee of the Board of Directors (the " Board ") of the Company, which is responsible for the approval of related party transactions involving the Company, and the Compensation Committee of the Board, which is responsible for approving awards under the SLL Plan (as defined below) and the compensation of executive officers of the Company, including the Recipient (and the Transaction may be deemed to be compensation to the Recipient), after receiving the advice of counsel, has approved the Transaction.

NOW, THEREFORE , in consideration of the premises and mutual agreements contained herein, and for other valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Transaction

Effective on the date hereof, in consideration of the surrender by the Recipient on July 29, 2009 of (a) any and all rights that the Recipient had or may have had in those options to purchase 6,000 shares of SEG issued to the Recipient under the SEG Plan, which constitute all of the options issued to the Recipient under the SEG Plan and (b) any and all other rights that such Recipient had or may have had under the SEG Plan, the Company hereby issues to the Recipient 26,876 restricted share units under the Company's 2009 Incentive Plan (the " SLL Plan "), each of which entitles the Recipient to receive a Share upon vesting, as described in, and subject to the terms of, this Agreement (the " Restricted Share Units ").

2. Period of Restriction and Vesting of the Restricted Share Units .

1. 1. 1. Period of Restriction . All restrictions imposed by this Agreement and the SLL 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 ."
      2. Vesting . Subject to Section 3 hereof, the Restricted Share Units shall vest and become Vested Shares on July 29, 2010.

1. Accelerated Vesting .

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:

1. 1. 1. death of the Recipient;
      2. a change in control of the Company, as defined in the SLL Plan;
      3. retirement of the Recipient in accordance with applicable policies of the Company or a subsidiary of the Company by which the Recipient is employed, as the case may be (a " Subsidiary "), and provided that such policies do not provide to the contrary;
      4. termination of employment of the Recipient by the Company or a Subsidiary without cause (only if the Recipient then has an employment agreement with the Company or a Subsidiary);
      5. the Recipient's termination of employment with the Company or a Subsidiary for "good reason" (only if the Recipient then has an employment agreement with the Company or a Subsidiary containing such a provision); and
      6. any other event specified as causing accelerated vesting in an applicable employment agreement, if any, between the Recipient and the Company or a Subsidiary.

1. 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.

2. Termination of Service .

Except as provided above, upon the termination of the employment of the Recipient by the Company or a Subs