exv10w33






Exhibit 10.33




FORM OF 

FIRST AMENDMENT TO RESTRICTED STOCK AGREEMENT




     This First Amendment to Restricted Stock Agreement (the “Amendment”) is entered into by and
between                                          (the “Participant”) and The St. Joe Company, a Florida
corporation (the “Company”), and shall be effective upon joint execution by the parties.



     WHEREAS, the Company and Participant have previously entered into that certain Restricted
Stock Agreement dated as of February 12, 2008 evidencing the grant to Participant on February 12,
2008 of Restricted Shares with performance-based vesting conditions (the “2008 Agreement”);



     WHEREAS, the Company and Participant now desire to amend the 2008 Agreement as set forth in
this Amendment;



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



     1. In Exhibit A, Section 1, the second and third paragraphs shall be deleted and replaced with
the following:



     Determination of Peer Groups:




     The “Peer Groups” used for purposes of this Exhibit A shall be those companies
included in each of the S&P Super Composite Homebuilder Index (the “Homebuilder
Group”) and the S&P 500 Index (the “S&P 500 Group”) on the first day of the
Performance Period, subject to change as described below. The Homebuilder Group
shall be weighted as 60% of the final vesting calculation described below, and the
S&P 500 Group shall be weighted as 40% of the final vesting calculation described
below.




     If a company in a Peer Group experiences a bankruptcy event during the
Performance Period, the company will remain in the Peer Group and its stock price
will continue to be tracked for purposes of the Total Shareholder Return
calculation. If the company is subsequently acquired or goes private, the
provisions below will apply. If the company liquidates, the company will remain in
the Peer Group and its Ending Stock Price will be reduced to zero.




     If a company in a Peer Group is acquired by another company in the same Peer
Group, the acquired company will be removed from the Peer Group and the surviving
company will remain in the Peer Group.




     If a company in a Peer Group is acquired by a company not in the same Peer
Group, the acquired company will remain in the Peer Group, and its Ending Stock
Price will be equal to the value per share of the consideration paid to the



 









 







shareholders of the acquired company in the transaction. The surviving company in
such transaction will not be added to the Peer Group.




     If a company in a Peer Group ceases to be a public company due to a going
private transaction, the company will remain in the Peer Group, and its Ending Stock
Price shall be equal to the value per share of the consideration paid to the
shareholders of the target company in the transaction.




     Changes in the S&P 500 Index and the S&P Super Composite Homebuilder Index
during the Performance Period will not affect the Peer Groups, except as described
above.



     2. In Exhibit A, Section 1, under the heading “Calculation of Total Shareholder Return,” the
definition of “Dividends Paid” shall be deleted and replaced with the following:




     “Dividends Paid” shall mean the total of all cash and in-kind dividends paid on
one (1) share of stock during the Performance Period.



     3. In Exhibit A, Section 1, under the heading “Calculation of Total Shareholder Return,” the
definition of “Ending Stock Price” shall be deleted and replaced with the following:




     “Ending Stock Price” shall mean the average closing price of one (1) share of
common stock for the ten (10) trading days immediately prior to the last day of the
Performance Period, except as otherwise provided under “Determination of Peer
Groups” above. Such closing prices shall be as reported on the New York Stock
Exchange, such other national securities exchange, or as reported by an applicable
automated quotation system, the OTC Bulletin Board, or otherwise, as applicable.



     4. In Exhibit A, Section 1, under the heading “Calculation of Weighted Average Percentile
Rank,” the references to the “S&P Super Composite Homebuilder Index” shall be deleted and replaced
with the phrase “Homebuilder Group,” and the references to the “S&P 500 Index” shall be deleted and
replaced with the phrase “S&P 500 Group.”



     5. In Exhibit A, Section 2, the following sentence shall be added to the end of Subsection
(b)(1):




A 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.



     6. The 2008 Agreement shall not be amended except as specifically set forth herein, and all
terms and conditions of the 2008 Agreement not affected by this Amendment shall remain in full
force and effect.



[Signature Page Follows]




 









 








     IN WITNESS WHEREOF, the parties have caused this Amendment 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