exv10w34






Exhibit 10.34




RESTRICTED STOCK AGREEMENT




Award Details:




	 	 	 
	Participant:

	 	 
	 

	 	 
	Plan Year:
	 	 
	 

	 	 
	Number of Restricted Shares:
	 	 
	 

	 	 
	Performance Period:

	 	 February 10, 2009 through January 31, 2012
	 

	 	 
	Date of Grant:

	 	February 10, 2009 
	 

	 	 
	Fair Market Value (at close of
	 	 
	business on Date of Grant):

	 	$ 
	 

	 	 





Agreement:




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



     WHEREAS, the Company desires to grant, and the Participant desires to receive, an award of
Restricted Shares pursuant to the terms and conditions of the Plan and this Agreement,



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



     1. The Plan and Defined Terms. The provisions of the Plan, the Award Details listed
above, and Exhibit A 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 Shares. As of the Date of Grant, the Company hereby grants to
the Participant the number of Restricted Shares set forth in the Award Details above (the
“Restricted Shares”), subject to the terms and conditions of the Plan and this Agreement.



     3. Vesting and Forfeiture of Restricted Shares. The Restricted Shares shall vest, or
shall be forfeited and canceled, in whole or in part, as provided on Exhibit A attached hereto.



     4. Restrictions on Transfer of Restricted Shares. If and until the Restricted Shares
become vested pursuant to Exhibit A, the Restricted Shares shall not be sold, pledged or otherwise
transferred (whether by operation of law or otherwise) by the Participant and shall not be subject
to sale under execution, attachment, levy or similar process.



     5. Stock Certificates. The Participant hereby acknowledges that stock certificate(s)
for the Restricted Shares awarded under this Agreement will not be delivered by the Company to the
Participant until such Restricted Shares vest.



 









 





     6. Voting and Dividend Rights. The Participant shall have the same voting and dividend
rights with respect to the Restricted Shares as the Company’s other shareholders, provided,
however, that any dividends paid as Common Shares shall be subject to the same transfer
restrictions and forfeiture provisions as the Restricted Shares.



     7. Regulation by the Committee. This Agreement and the Restricted Shares shall be
subject to such administrative procedures and rules as the Committee shall adopt. All decisions of
the Committee upon any question arising under the Plan or under this Agreement shall be conclusive
and binding upon the Participant.



     8. Compliance with Laws and Regulations. The obligations of the Company hereunder are
subject to all applicable Federal and state laws and to the applicable rules, regulations and other
requirements of the Securities and Exchange Commission, any stock exchange upon which the Common
Stock is then listed and any other government or regulatory agency. The Company shall not be
required to remove restrictions from Restricted Shares prior to (a) the listing of the Common
Shares on any such stock exchange and (b) the completion of any registration or qualification of
such Common Shares under any Federal or state law, or any rule, regulation or other requirement of
any government or regulatory agency which the Company shall, in its sole discretion, determine to
be necessary or advisable. In making such determination, the Company may rely upon an opinion of
counsel for the Company. The Participant shall not have the right to compel the Company to
register or qualify the Common Shares subject to this award under Federal or state securities laws.



     9. Conditions of Acceptance. As a condition of accepting the Restricted Shares,
Participant agrees as follows:



          (a)  Company Policies. Participant agrees that he or she has read and will comply
with the Company’s Insider Trading Policy and Code of Conduct. Copies of such policies are
available on the Company’s website, through the Human Resources Department or through the Legal
Department.




          (b) Restrictions on Resale and Marital Property Settlements. Participant agrees not
to sell any vested Restricted Shares if applicable laws or Company policies prohibit such a sale.
Regardless of any marital property settlement agreement, the Company is not obligated to honor or
recognize Participant’s former spouse’s interest in unvested Restricted Shares.




     10. Amendment of Severance and Employment Agreements. By executing this Agreement,
the Participant and the Company hereby agree that this Agreement constitutes an amendment to the
Participant’s employment agreement and/or severance agreement (if any) with the Company to the
effect that any provision of such employment or severance agreement that grants accelerated vesting
and/or lapse of restrictions on restricted stock in the event of a “change in control” (as defined
therein) shall not apply to the Restricted Shares awarded under this Agreement. Participant agrees
to execute any additional documentation requested by the Company to further evidence such
amendment.



     11. Adjustments. In the event of a stock split, a stock dividend or any other event
described in the Article of the Plan entitled “Protection Against Dilution,” the number of Common
Shares subject to this award may be adjusted pursuant to the Plan if deemed appropriate by the
Committee in its sole discretion.



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     12. Term of Agreement. This Agreement shall terminate when all Restricted Shares are
either vested or forfeited and canceled as provided in the Plan and this Agreement.



     13. Tax Matters.



          (a) Participant shall be liable for any and all taxes, including withholding taxes, arising
out of this grant or the vesting of Restricted Shares hereunder. Participant acknowledges that, at
his or her option, Participant (i) shall be entitled to make the 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 Shares are granted, the fair market value of such shares
at the time 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 Shares as of the date on which such restriction lapses.




          (b) The Participant may elect to satisfy any withholding tax obligation arising out of the
grant or the vesting of Restricted Shares hereunder (unless Participant shall make an election
under Section 83(b) of the Code with respect thereto) by having the Company retain vested
Restricted Shares having a fair market value equal to the Company’s minimum withholding obligation
(which amount may be rounded to the next highest whole share).




     14. No Retention Rights. Neither the Restricted Shares nor anything contained in this
Agreement shall give Participant the right to be retained by the Company or a subsidiary of the
Company as an employee or in any other capacity. The Company and its subsidiaries reserve the
right to terminate Participant’s service at any time, with or without Cause.



     15. Applicable Law. This Agreement will be interpreted and enforced under the laws of
the State of Florida.



     16. Participant’s Access to the Plan. Participant may obtain an additional copy of
the Plan by contacting the Company’s Human Resources Department.



[Signature Page Follows]




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     This Agreement and the Plan constitute the entire understanding between Participant and the
Company regarding this award. Any prior agreements, commitments or negotiations concerning this
award are superseded. This Agreement may be amended only by another written agreement, signed by
both parties.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	PARTICIPANT	 	 
	 
	Date
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Participant Signature	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	THE ST. JOE COMPANY	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Rusty Bozman	 	 
	 

	 	 	 	 	 	 	 	Vice President Corporate Development and	 	 
	 

	 	 	 	 	 	 	 	Human Resources	 	 






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EXHIBIT A




VESTING OF RESTRICTED SHARES




1. Vesting of Restricted Shares.




     The number of Restricted Shares that shall vest under this Agreement shall be based upon the
following performance goal: the Company’s Total Shareholder Return as compared to the Total
Shareholder Returns of the Company’s Peer Groups during the Performance Period, as further
described below. Upon (i) the expiration of the Performance Period, and (ii) the Committee’s
determination and certification of the extent to which the performance goal has been achieved, the
Participant shall become vested in the number of Restricted Shares that corresponds to the level of
achievement of the performance goal set forth below that is certified by the Committee. Such
determination and certification shall occur no later than sixty (60) days after the conclusion of
the Performance Period. If the Participant’s employment terminates prior to the end of the
Performance Period, all Restricted Shares shall automatically be forfeited and canceled as of the
date of the Participant’s termination of employment; provided, however, that the Participant may be
eligible for a cash payment as described in Section 2 below.



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.



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     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.



Calculation of Total Shareholder Return:




     “Total Shareholder Return” for the Company and each company in the Peer Groups shall include
dividends paid and shall be determined as follows:



	 	 	 	 	 	 	 
	Total Shareholder Return

	 	=
	 	Change in Stock Price + Dividends Paid
	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Beginning Stock Price	 	 






     “Beginning Stock Price” shall mean the average closing sale price as reported on the New York
Stock Exchange Composite Tape of one (1) share of common stock for the ten (10) trading days
immediately prior to the first day of the Performance Period. The Beginning Stock Price shall be
appropriately adjusted to reflect any stock splits, reverse stock splits or stock dividends during
the Performance Period.



     “Change in Stock Price” shall mean the difference between the Ending Stock Price and the
Beginning Stock Price.



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



     “Ending Stock Price” shall mean the average closing sale 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 sale 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.



     “Performance Period” shall mean the period commencing on February 10, 2009, and ending on
January 31, 2012.



Calculation of Weighted Average Percentile Rank:




     Following the Total Shareholder Return determination for the Company and the companies in each
Peer Group, the “Company Rank” for each Peer Group shall be determined by listing each company in
each Peer Group (including the Company) from highest Total Shareholder Return to lowest Total
Shareholder Return and counting up to the Company from the company with the lowest Total
Shareholder Return.



     The Company’s separate “Percentile Rank” for each Peer Group shall then be determined as
follows:



	 	 	 	 	 	 	 
	Percentile

	 	 	 	Company Rank in each Peer Group
	 	 
	 

	 	 	 	 	 	 
	Rank for

	 	=
	 	Total Number of companies in each Peer	 	 
	each Peer

	 	 	 	Group including the Company	 	 
	Group
	 	 	 	 	 	 






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     The Company’s “Weighted Average Percentile Rank” shall then be calculated as the sum of (i)
the Company’s Percentile Rank in the Homebuilder Group multiplied by 60%, and (ii) the Company’s
Percentile Rank in the S&P 500 Group multiplied by 40%. For example, at the conclusion of the
Performance Period, if the Company’s Percentile Rank in the Homebuilder Group were 65%, and the
Company’s Percentile Rank in the S&P 500 Group were 50%, the Company’s Weighted Average Percentile
Rank would be calculated as follows: [(.65 x .60) + (.50 x .40)] x 100 = 59%.



Calculation of Number of Vested Restricted Shares:




     The percent of Restricted Shares that vest shall then be determined based on the following
chart:



	 	 	 	 	 
	Company’s Weighted Average	 	 
	Percentile Rank	 	Percent of Restricted Shares to Vest
	75th and above

	 	 	100	%
	70th

	 	 	90	%
	65th

	 	 	80	%
	60th

	 	 	70	%
	55th

	 	 	60	%
	50th

	 	 	50	%
	45th

	 	 	42.5	%
	40th

	 	 	35	%
	35th

	 	 	27.5	%
	30th

	 	 	20	%
	25th

	 	 	12.5	%
	Below 25th

	 	 	0	%





Interpolation shall be used to determine the percent of Restricted Shares that vest in the event
the Company’s Weighted Average Percentile Rank does not fall directly on one of the ranks listed in
the above chart. Once the percent of Restricted Shares to vest has been determined, the percent
shall be multiplied by the number of Restricted Shares awarded to determine the actual number of
Restricted Shares that vest, rounded to the next highest whole share. All Restricted Shares that
do not vest in accordance with this Exhibit A shall be automatically forfeited and canceled.




2. Termination Provisions.




     (a) Generally. The Restricted Shares awarded under this Agreement shall vest only if
the Participant’s employment with the Company is continuous (as defined below) through the end of
the Performance Period.



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     (b) Disability, Death or Retirement. If prior to the end of the Performance Period, a
Participant (i) becomes totally or permanently disabled (as those terms are defined in the
Company’s long-term disability plan, as in effect on the date of such determination), (ii) dies, or
(iii) Retires, all Restricted Shares awarded under this Agreement shall be immediately forfeited
and canceled. Notwithstanding the foregoing, however, a Participant subject to any of the
foregoing events shall be eligible for a cash payment based on the fair market value of a pro rata
portion of their Restricted Shares that would have vested at the end of the Performance Period,
which payment, if any, shall be made after the conclusion of the Performance Period. The
determination of a cash payment, if any, made by the Committee pursuant to this Section 2(b) of
this Exhibit A shall be made at the same time as the vesting determination shall be made for
Participants who remained employed through the last day of the Performance Period. The cash
payment, if any, shall be determined by multiplying the number of Restricted Shares that would have
vested had the Participant remained an employee through the last day of the Performance Period by a
fraction, the numerator of which is equal to the number of days of the Performance Period that the
Participant was employed by the Company, and the denominator of which is the number of days in the
Performance Period, multiplied by the closing price of a share of Company common stock on the date
that the vesting determination is made by the Committee. Any cash payment shall be paid by the
Company within thirty (30) days following the Committee’s vesting determination and shall be
subject to any tax or other withholding requirements deemed appropriate by the Company.




     (1) For purposes of this Exhibit A, “Retire” shall mean (i) to terminate employment for
other than Cause after completion of five continuous years of service with the Company and
attainment of age 55, or (ii) as otherwise determined by the Committee. 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.




     (2) A Participant’s service remains “continuous” for purposes of vesting under this
Exhibit A even if the Participant goes on military leave, sick leave, or another bona fide
leave of absence, if the leave was approved by the Company in writing and if continued
crediting of service is required by the terms of the leave or by applicable law. However,
the Participant must return to active work promptly, for a substantial period of time, upon
the termination of such approved leave, or an interruption of service will be deemed to have
occurred as of the date such leave began.



     (c) Other Termination of Employment. In the event of the termination of Participant’s
employment other than as described in Section 2(b) above, all Restricted Shares awarded under this
Agreement shall be forfeited and canceled. The Participant’s transfer of employment to the Company
or any subsidiary of the Company from another subsidiary of the Company or the Company during the
Performance Period shall not constitute a termination of employment.



     (d) Corporate Event. If there is a Corporate Event, the Restricted Shares shall
become vested in full on the date of the Corporate Event. For purposes of this Section, “Corporate
Event” means (1) the consummation of a merger or similar transaction as a result of which the
Company’s stockholders own 50% or less of the surviving entity’s voting securities after such
merger or similar transaction, (2) the sale, transfer, exchange or other disposition of all or
substantially all of the Company’s assets, or (3) the liquidation or dissolution of the Company. A
transaction shall not constitute a Corporate Event if its sole purpose is to create a holding
company that will be owned in substantially the same proportions by the persons who held the
Company’s securities immediately



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before such transaction. If prior to a Corporate Event occurring
during the Performance Period, a Participant (i) becomes totally or permanently disabled (as those
terms are defined in the Company’s long-term disability plan, as in effect on the date of such determination), (ii)
dies, or (iii) Retires, the Participant shall be eligible to receive a cash payment under this
Section 2(d) in an amount determined by multiplying the total number of Restricted Shares (prior to
forfeiture pursuant to Section 2(b) above) by a fraction, the numerator of which is equal to the
number of days of the Performance Period that the Participant was employed by the Company, and the
denominator of which is the number of days in the Performance Period, multiplied by the closing
price of a share of Company common stock on the date of the Corporate Event, or if the Company
ceases to be a publicly traded company as a result of the Corporate Event, the amount of the
consideration paid for each share of outstanding common stock of the Company in connection with the
Corporate Event. Any cash payment shall be paid by the Company or its successor within thirty (30)
days following the date of the Corporate Event and shall be subject to any tax or other withholding
requirements deemed appropriate by the Company or its successor. If a cash payment is made to the
Participant pursuant to this Section 2(d), the Participant shall not receive a cash payment
pursuant to Section 2(b).




     (e) Section 409A Compliance. Notwithstanding any provision to the contrary in this
Agreement, with respect to a Participant who terminates employment prior to the end of the
Performance Period on account of either (i) total or permanent disability (as those terms are
defined in the Company’s long-term disability plan, as in effect on the date of such determination)
or (ii) Retirement, and thereafter becomes entitled to a payment under Sections 2(b) or 2(d) of
this Exhibit A, if such Participant was a “specified employee” within the meaning of Section
409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), as of the date of
the termination of such Participant’s employment, then any cash amounts payable under Section 2(b)
or 2(d) shall be paid instead to the Participant on the later of (x) the date on which a cash
payment, if any, would otherwise be paid to the Participant pursuant to the terms of Section 2(b)
or 2(d), and (y) the date which is six months following the Participant’s date of termination, and
not before. Furthermore, notwithstanding any provision to the contrary in this Agreement, with
respect to a Participant who, prior to the end of the Performance Period, either (i) becomes
totally or permanently disabled (as those terms are defined in the Company’s long-term disability
plan, as in effect on the date of such determination), (ii) dies or (iii) Retires, and thereafter a
Corporate Event occurs, the Participant shall not be eligible to receive any cash payment pursuant
to Section 2(d) if the Corporate Event does not also qualify as a change in the ownership or
effective control of a corporation or a change in the ownership of a substantial portion of the
assets of a corporation for purposes of Section 409A(a)(2)(A)(v) of the Code and the applicable
Treasury regulations under that section. If, pursuant to the preceding sentence, a Corporate Event
occurs but fails to qualify as a Qualifying Change of Control, the terms of this Agreement shall
remain in effect after the date of such Corporate Event, and the Participant shall remain eligible
for a cash payment at the end of the Performance Period pursuant to Section 2(b) or upon a
subsequent Corporate Event that also qualifies as a Qualifying Change of Control pursuant to
Section 2(d), in each case subject to and in accordance with the terms and conditions of this
Agreement.



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