**Exhibit 10(r)****TERMS AND PROVISIONS RELATING TO****RESTRICTED STOCK AWARDS****UNDER THE****FLORIDA EAST COAST INDUSTRIES, INC.****2002 STOCK INCENTIVE PLAN****(AS AMENDED AND RESTATED EFFECTIVE JUNE 2, 2005)****Dated: __________, 2007**
 

 
     The Board of Directors of Florida East Coast Industries, Inc. (the “Corporation”) previouslyauthorized and approved the Florida East Coast Industries, Inc. 2002 Stock Incentive Plan, asamended and restated effective June 2, 2005 (the “Plan”), which was approved by the shareholders ofthe Company. The Committee has approved an award to the Participant designated in a Notice ofRestricted Stock Award of the Company’s Common Stock (a “Notice”), conditioned upon theParticipant’s acceptance of the terms and conditions set forth in the Notice and the provisionscontained herein within 60 days after the Notice is delivered to the Participant for review.     The following Terms and Provisions Relating to Restricted Stock Awards under the Plan(“Terms”) set forth the terms applicable to Restricted Stock Awards granted to Participants underthe Plan on or after February 21, 2007, and these Terms are incorporated by reference into eachNotice of Restricted Stock Award issued to a Participant on or after such date, except to theextent such Notice expressly provides otherwise. In the event of any conflict between these Termsand either the Notice or the Plan, the Notice or Plan, as applicable, shall control over theseTerms.     Capitalized terms used but not defined in the Notice and these Terms shall have the meaningsset forth in the Plan, unless such term is defined in an employment agreement between theCorporation and the Participant. Any terms used in the Notice and these Terms, but defined in anemployment agreement between the Corporation and the Participant are incorporated into the Noticeand these Terms by reference and shall be effective without regard to the continued effectivenessof such employment agreement.     1. Grant of Restricted Stock. Pursuant to one or more Notices of Grant, theCorporation has granted to the Participant designated in such Notice, subject to the terms and
 

 
conditions herein set forth, that number of shares of the Corporation’s Common Stock as setforth in the Notice (the “Restricted Stock”).     2. Terms and Conditions. The Restricted Stock is subject to the following terms andconditions:          (a) Limited Nontransferability. Prior to the date that the Restricted Period expires,Restricted Stock shall not be sold, pledged, assigned, hypothecated, transferred or disposed of inany manner other than by will or by the laws of descent or distribution (the “Restrictions”).          (b) Restrictions and Lapse of Restrictions. The “Restricted Period” is the periodbeginning on the Grant Date and ending in accordance with the schedule and vesting provisions setforth in the applicable Notice. Subject to the provisions contained in Paragraph 5, the RestrictedStock shall be deemed vested and no longer subject to forfeiture, and the Restrictions shall lapse,upon expiration of the Restricted Period. Notwithstanding any provision of these Terms to thecontrary, the Committee shall have discretion under Section 7.4 of the Plan to waive any forfeitureof the Restricted Stock, the Restricted Period and any other conditions set forth in these Terms.          (c) Committee Discretion. Notwithstanding any provisions of the Notice or theseterms, the Committee may at any time, at its sole discretion, modify or extend a Restricted StockAward or accelerate the time at which any or all Restrictions will lapse or remove any and all suchRestrictions.          (d) Regulatory Restrictions. Notwithstanding any other provision of these Terms, theobligation of the Corporation to issue Restricted Stock under any Notice and these Terms shall besubject to all applicable laws, rules and regulations and such approval by any regulatory body asmay be required. The Corporation reserves the right to restrict, in whole or in
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part, the delivery of the Restricted Stock pursuant to any Notice and these Terms prior to thesatisfaction of all legal requirements relating to the issuance of such shares, to theirregistration, qualification or listing or to an exemption from registration, qualification orlisting.     3. No Right to Employment or Service. Nothing in the Notice or these Terms willconfer upon the Participant any right to continue in the employ or service of the Corporation orany of its subsidiaries or affect the right of the Corporation to terminate the employment orservice of the Participant at any time.     4. Dividends/Distributions. The Corporation shall pay to the Participant anydividends or other distributions payable with respect to the Restricted Stock, notwithstanding theRestrictions, from and after the Grant Date but not beyond the date of any forfeiture thereofpursuant to the provisions of Notice.     5. Withholding. To the extent the Participant is subject to any federal, state orlocal tax withholding requirements, the Participant agrees to make arrangements satisfactory to theCorporation to comply with any such requirements that may apply upon the lapse of the Restrictionson the Restricted Stock. The Participant will be entitled to elect to satisfy his tax withholdingobligation by the withholding by the Corporation, at the appropriate time, of shares of theCorporation’s Common Stock from the Restricted Stock in a number sufficient, based upon the fairmarket value (as defined below) of such Common Stock on the relevant date or by tendering sharesalready owned by the Participant to satisfy such tax withholding requirements. For purposes ofthis Agreement, “fair market value” means, as of any given date, the closing price of theCorporation’s Common Stock on such date as quoted in the NYSE Composite Transactions Report in the*Wall Street Journal*. If there were no sales reported as of a particular date, fair market valuewill be computed as of the last date preceding such date on which a sale was reported.
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     6. Delivery of Certificates. The Corporation does not intend to issue stockcertificates for the shares referenced in paragraph 1. The shares of common stock will exist inbook entry format with American Stock Transfer and Trust Company (the Company’s transfer agent) orany successor transfer agent chosen by the Corporation. Once the Restrictions lapse, the followingdelivery alternatives will be available to the Participant through the Corporate Secretary of theCorporation: (a) Hold the shares in the Direct Registration System (DRS)maintained by the transfer agent;  (b) Request the transfer agent send a certificate for theunrestricted shares;  (c) Request the transfer agent send the shares electronically to abrokerage account designated by Participant.     7. Consent to Jurisdiction and Service of Process. In the event of any dispute,controversy or claim between the Company and the Participant arising out of or relating to theinterpretation, application or enforcement of the provisions of the Plan, these Terms and anyrelated Notice, the Company and the Participant agree and consent to the personal jurisdiction ofthe state and local courts of Duval County, Florida and the United States District Court for theMiddle District of Florida — Jacksonville Division for resolution of the dispute, controversy orclaim, and that those courts, and only those courts, shall have exclusive jurisdiction to determineany dispute, controversy or claim related to, arising under or in connection with the Plan, theseTerms and any related Notice. The Company and the Participant also agree that those courts areconvenient forums for the parties to any such dispute, controversy or claim and for any potentialwitnesses and that process issued out of any such court or in accordance with the rules of practiceof that court may be served by mail or other forms of substituted service to the Company
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at the address of its principal executive offices and to the Participant at his or her lastknown address as reflected in the Company’s records.     8. Anti-Dilution Adjustments and Provisions. The Corporation hereby confirms that theprovisions of Article 11 of the Plan shall apply to the Restricted Stock prior to the expiration ofthe applicable Restricted Period and such Restricted Stock shall be subject to equitableadjustments as determined in the sole discretion of the Committee.     9. Miscellaneous.          (a) Each Notice and these Terms shall be governed by and construed in accordance with the lawsof the State of Florida, without reference to principles of conflict of laws. The captions ofthese Terms are not part of the provisions hereof and shall have no force or effect. Each Noticeor these Terms may not be amended or modified otherwise than by a written agreement executed by theParticipant and the Corporation or their respective successors and legal representatives.          (b) Each Notice, these Terms, and the Plan constitute the entire agreement between the partieswith respect to the subject matter hereof. In the event of any inconsistency between theprovisions of these Terms and the provisions of any Notice or the Plan, the provisions of theNotice or the Plan, as applicable, shall govern.          (c) All notices and other communications hereunder shall be in writing and shall be given byhand delivery to the other party or by registered or certified mail, return receipt requested,postage prepaid, or by facsimile, or by overnight mail, addressed as follows:
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   If to the Employee to: If to the Corporation to:   «Name» Florida East Coast Industries, Inc«Address1» 10151 Deerwood Park Blvd.,«City», «State» «PostalCode» Building 100, Suite 350