RESTRICTED STOCK AGREEMENT

Exhibit 10.34

RESTRICTED STOCK AGREEMENT

Award Details:

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.

     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]

     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.

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