EX-10.3






Exhibit 10.3




RESTRICTED STOCK AGREEMENT




Award Details:




	 	 	 	 	 
	Participant:
	 	 	 	 
	Number of Shares of Restricted Stock:
	 	 	 	 
	Date of Grant:
	 	 	 	 
	Fair Market Value (at close of business on Date of Grant):
	 	$	 	 
	 
	 	 	 	 






Agreement:




This Restricted Stock Agreement (the “Agreement”) is entered into effective as of the Date of
Grant between the Participant and The St. Joe Company, a Florida corporation (the “Company”),
pursuant to the Company’s 2009 Equity Incentive Plan (the “Plan”).



WHEREAS, the Company desires to grant, and the Participant desires to receive, an Award of
Restricted Stock pursuant and subject to the terms and conditions of the Plan and this Agreement
(the “Award”).



NOW, THEREFORE, the Participant and the Company hereby agree as follows:



1. The Plan, Award Details and Defined Terms. The provisions of the Plan and the
Award Details listed above are incorporated into this Agreement by reference. Capitalized terms
used but not defined in this Agreement or the Award Details set forth above shall have the meanings
ascribed to them in the Plan.



2. Grant of Restricted Stock. As of the Date of Grant, the Company hereby grants to
the Participant the number of shares of Restricted Stock set forth in the Award Details above (the
“Restricted Stock”), subject to the terms and conditions of the Plan and this Agreement.



3. Vesting of Restricted Stock. The Restricted Stock shall vest as follows:
     ; provided, however, that such vesting shall be subject to the provisions set
forth below:



(a) Death or Disability. If the Participant ceases to be an Employee due to the death
or Disability of the Participant, the Restricted Stock shall become vested in full as of the
Participant’s date of death or termination due to Disability, as applicable.



(b) Retirement. If the Participant ceases to be an Employee due to the Retirement of
the Participant, the Restricted Stock shall continue to vest according to the terms of this
Agreement; provided, however, that if the Participant performs, or plans to perform, services (as
an employee, independent contractor or in another capacity) on a substantially full-time basis (as
determined by the Committee) for any third party, all of the unvested shares of Restricted Stock
shall be forfeited immediately without any payment to the Participant. The term “Retirement” shall
mean (i) a voluntary termination of employment with the Company by the Participant after the
Participant has completed five (5) years of continuous service (as determined by the Committee) and
attainment of age 55, or (ii) as otherwise determined by the Committee. The Participant shall not
be “retired” for purposes of this definition if the Participant performs, or plans to perform,
services (as an employee, independent contractor or in another capacity) on a substantially
full-time basis (as determined by the Committee) for any third party.



(c) Other Termination. If the Participant ceases to be an Employee for any reason
other than death, Disability or Retirement, the shares of Restricted Stock that are not vested on
the date of such termination shall be forfeited immediately upon such termination without any
payment to the Participant.



(d) Change in Control. In the event of a Change in Control of the Company, the shares
of Restricted Stock that are not vested shall become fully vested immediately prior to the Change
in Control.



4. Restrictions on Transfer of Restricted Stock. None of the Restricted Stock shall
be sold, transferred, pledged, assigned or otherwise alienated or hypothecated by the Participant,
other than upon the Participant’s death to a beneficiary in accordance with the Plan or by will or
the laws of descent and distribution. Participant agrees not to sell, transfer, pledge, assign or
otherwise alienate or hypothecate any shares of Common Stock acquired upon the vesting of the
Restricted Stock if applicable laws or Company policies prohibit any such action.



5. Delivery of Title to Shares. Subject to any governing rules or regulations, the
Company shall deliver any shares of Common Stock acquired in connection with the vesting of the
Restricted Stock to or for the benefit of the Participant either (a) by delivering to the
Participant evidence of book entry shares of Common Stock credited to the account of the
Participant, or (b) by depositing such shares of Common Stock for the benefit of the Participant
with a broker designated by the Company. The Company shall not be required to issue stock
certificates for any shares of Common Stock acquired in connection with the vesting of the
Restricted Stock.



6. Rights of a Shareholder. The Participant shall have all of the rights of a
shareholder of the Company with respect to the shares of Restricted Stock, including the right to
vote the shares and receive dividends and other distributions with respect thereto.



7. Administration by the Committee. The Plan, this Agreement and the Restricted Stock
shall be subject to such administrative procedures and rules as the Committee shall adopt.
Decisions of the Committee on all matters relating to the Plan, this Agreement and the Restricted
Stock shall be in the Committee’s sole discretion and shall be conclusive and binding on all
parties.



8. Compliance with Law and Regulations. The Plan, this Agreement and the Restricted
Stock shall be subject to all applicable federal and state laws, rules, and regulations and to such
approvals by any government or regulatory agency as may be required. The Company shall have no
liability to deliver any shares in connection with the Award unless such delivery would comply with
all applicable state, federal and foreign laws (including, without limitation and if applicable,
the requirements of the Securities Act of 1933), and any applicable requirements of any securities
exchange or similar entity and under any blue sky or other securities laws. As a condition
precedent to the issuance of shares of Common Stock in connection with an Award, the Company may
require the Participant to take any reasonable action to meet such requirements.



9. Company Policies. Participant agrees that he or she has read and will comply with
the Company’s Insider Trading Policy as described in its Code of Conduct. A copy of the Code of
Conduct is available by contacting the Company’s Human Resources Department or by accessing the
Human Resources section of the Company’s intranet.



10. Adjustments. If any change in corporate capitalization (such as a stock split,
reverse stock split, stock dividend, combination or reclassification of shares, or any other
similar transaction; or a recapitalization, repurchase, rights offering, reorganization, merger,
consolidation, combination, exchange of shares, spin-off, spin-out or other distribution of assets
to shareholders or other similar corporate transaction or event) results in the outstanding shares
of Common Stock, or any securities exchanged therefor or received in their place, being exchanged
for a different number or class of shares or other securities of the Company, or for shares of
stock or other securities of any other corporation (or new, different or additional shares or other
securities of the Company or of any other corporation being received by the holders of outstanding
shares of Common Stock), or a material change in the value of the outstanding shares of Common
Stock as a result of the change, transaction or distribution, then the Committee shall make
equitable adjustments, as it determines are necessary and appropriate to prevent the enlargement or
dilution of benefits intended to be made available under the Award.




11. Tax Matters.



(a) Participant shall be liable for any and all taxes, including withholding taxes, arising
out of this Award or the vesting of Restricted Stock hereunder. The Company shall have the right
to deduct from any and all payments made in connection with the Award, or to require the
Participant, through payroll withholding, cash payment or otherwise, to make adequate provision
for, the federal, state, local and foreign taxes, if any, required by law to be withheld by the
Company with respect to the Award or the shares acquired pursuant thereto. The Company shall have
no obligation to deliver shares of Common Stock issuable to the Participant upon the vesting of the
Restricted Stock until the Company’s tax withholding obligations have been satisfied by the
Participant.



(b) The Company shall have the right, but not the obligation, to deduct from the shares of
Common Stock issuable to the Participant upon the vesting of the Restricted Stock, or to accept
from the Participant the tender of, a number of whole shares of Common Stock having a Fair Market
Value equal to all or any part of the tax withholding obligations of the Company. The Fair Market
Value of any shares of Common Stock withheld or tendered to satisfy any such tax withholding
obligations shall not exceed the minimum amount of tax required to be withheld with respect to the
transaction.



(c) Participant acknowledges that, at his or her option, Participant (i) shall be entitled to
make an election permitted under section 83(b) of the Internal Revenue Code of 1986, as amended
(the “Code”), to include in gross income in the taxable year in which the Restricted Stock is
granted, the Fair Market Value of such shares on the Date of Grant, notwithstanding that such
shares may be subject to a substantial risk of forfeiture within the meaning of the Code, or (ii)
may elect to include in gross income the Fair Market Value of the Restricted Stock as of the date
on which such restriction lapses. The Participant agrees to give the Company’s Human Resources
Department prompt written notice of any election made by such Participant under Code Section 83(b).



12. No Implied Rights. Nothing in the Plan or this Agreement shall confer upon the
Participant any right to continue in the employ of the Company or any Subsidiary, or interfere in
any way with the right of the Company or any Subsidiary to terminate the Participant’s employment
relationship at any time.



13. Governing Law. To the extent not preempted by federal law, this Agreement shall
be construed in accordance with and governed by the laws of the State of Florida, without giving
effect to any choice of law provisions.



14. Participant’s Access to the Plan. Participant may obtain a copy of the Plan by
contacting the Company’s Human Resources Department or by accessing the Human Resources section of
the Company’s intranet.



15. Entire Agreement. This Agreement and the Plan constitute the entire understanding
and agreement between Participant and the Company regarding this Award. Participant acknowledges
that any other agreement, statement, understanding or promise with respect to the Award, whether
oral or in writing, not contained in this Agreement or the Plan shall not be valid or binding. Any
modification of or amendment to this Agreement shall be effective only if it is in writing and
signed by both parties, except as otherwise provided in Article 13 of the Plan.



[Signature Page Follows]






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IN WITNESS WHEREOF, the Company and Participant have caused this Agreement to be duly executed
on the dates set forth below.




PARTICIPANT



	 	 	 
	Date       
	 	     

Participant Signature

	 	 	THE ST. JOE COMPANY

	Date       
	 	By:      

Rusty Bozman







Vice President — Corporate Development and Human Resources




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