<PAGE>
Exhibit 10.24
BONUS AWARD RESTRICTED STOCK AGREEMENT
--------------------------------------
AWARD DETAILS:
Participant:
--------------------------
Plan Year:
--------------------------
Number of Restricted Shares:
--------------------------
Date of Grant:
--------------------------
Fair Market Value (at close of business day
before
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 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 Shares. As of the Date of Grant, the Company hereby
grants to the Participant the number of
Restricted Shares listed above, subject
to the terms and conditions of the Plan and
this Agreement.
3. Vesting of
Restricted Shares. The first one-half (1/2) of the Restricted
Shares shall vest when the Participant
completes two years of continuous service
from the Date of Grant, and the second
one-half (1/2) of the Restricted Shares
shall vest when the Participant completes
three years of continuous service from
the Date of Grant; provided, however, that
such vesting shall be accelerated or
delayed as a result of the first of the
following events to occur:
(a) Death. If the Participant dies, the Restricted Shares shall
become
vested in full as of the date of the
Participant's death.
(b) Disability. If the Participant 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), the Restricted Shares shall
become vested in full as of the date of the
disability.
(c) Corporate Event. If there is a Corporate Event, the
Restricted
Shares shall become vested in full: (i) on
the date which is three hundred sixty
(360) days after the date of the Corporate
Event, if the Participant remains in
continuous service until such date, or (ii)
on the date
<PAGE>
the Company terminates the Participant's
employment, without Cause, following
the Corporate Event. For purposes of this
Subsection, "Corporate Event" means
(a) the Company is a party to 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, (b) the sale,
transfer, exchange or other disposition of
all or substantially all of the
Company's assets, or (c) 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 before
such transaction.
(d)
Termination for Cause. If the Participant's employment is
terminated
for Cause, the Committee may revoke all or
any portion of the Restricted Shares.
(e) Retirement. If the Participant retires, the Restricted Shares
shall
continue to vest after his or her
retirement according to the terms of this
Agreement so long as the Participant does
not perform services (in an employee,
independent contractor or other capacity)
on a substantially full-time basis for
any third party. For purposes of this
Agreement, "retirement" shall mean (i)
termination of employment for other than
Cause after completion of five
continuous years of service with the
Company and attainment of age 62, or (ii)
as otherwise affirmed by the Compensation
Committee. The Compensation Committee
shall determine, in its sole discretion, if
services are performed on a
"substantially full-time basis."
For purposes of
vesting under this Section, the P
