St. Joe Company 1997 Stock Incentive Plan Restricted Shares Agreement with Kevin M. Twomey
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Summary
This agreement between St. Joe Company and Kevin M. Twomey grants 100,000 restricted shares of company stock under the 1997 Stock Incentive Plan. The shares vest over several years, with 40% vesting after two years and the remainder in 20% increments annually. Full vesting occurs if Mr. Twomey is terminated without cause, there is a change in company control, or upon his death or disability. The agreement outlines restrictions on transfer and resale, tax withholding obligations, and states that employment is not guaranteed by the grant.
EX-10.27 24 y60276ex10-27.txt RESTRICTED SHARES AGREEMENT OF KEVIN M. TWOMEY Exhibit 10.27 ST. JOE COMPANY 1997 STOCK INCENTIVE PLAN RESTRICTED SHARES AGREEMENT TAX TREATMENT The Restricted Shares are granted pursuant to the St. Joe Company 1997 Stock Incentive Plan (the "Plan") and are intended to be restricted property as provided in Section 83 of the Internal Revenue Code of 1986. REGULAR VESTING SCHEDULE Forty percent of the Restricted Shares vest on the second anniversary of the Vesting Commencement Date (as shown in the Notice of Grant of Restricted Shares). An additional 20% of the Restricted Shares vest on each subsequent anniversary of the Vesting Commencement Date. Except as provided below, any non-vested Restricted Shares automatically revert to the Company (without any payment) when your service as an employee of the Company or a subsidiary of the Company terminates. VESTING IN FULL All of the Restricted Shares become vested in full if any of the following events occur: - Your service as an employee of the Company or a subsidiary of the Company is terminated by the Company without "Cause" (as defined in your January 27, 1999 Employment Agreement), or - The Company is subject to a "Change in Control" (as defined in the Plan) while you are an employee of the Company or a subsidiary of the Company, or - You die while you are an employee of the Company or a subsidiary of the Company, or - You are adjudicated incompetent or incapacitated or become disabled (as defined below). No additional Restricted Shares will become vested after your service as an employee of the Company or a subsidiary of the Company has terminated for any reason other than termination without cause, death or disability. Upon the vesting of a Restricted Share, it shall be subject to no transfer restrictions other than such restrictions as may be imposed by law over which the Company has no control. For all purposes under this Agreement, "disability" means that you are unable to render continuous, full time service to the Company as President and Chief Financial Officer for a period of more than six months. TRANSFER RESTRICTIONS You may not sell, transfer, pledge or otherwise dispose of the Restricted Shares that have not yet vested under the preceding paragraphs, except for transfers to a trust that are expressly permitted by the Compensation Committee of the Company's Board of Directors. In the event of a transfer to a trust, the trustee of the trust must agree to be bound by this Agreement. TERM This Agreement terminates when all Restricted Shares are either vested or canceled as provided in the Plan and this Agreement. LEAVE OF ABSENCE For purposes of this Agreement, your service does not terminate when you go on a military leave, a 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. But your service terminates when the approved leave ends, unless you immediately return to active work. WITHHOLDING TAXES AND You will not be allowed to acquire the STOCK WITHHOLDING Restricted shares unless you make arrangements acceptable to the Company to pay any withholding taxes that may be due as a result of the transfer or the later vesting of the Restricted Shares. These arrangements may include withholding of amounts from future compensation payments, withholding of Restricted Shares at time of vesting or the payment by you to the company of an amount equal to the required withholding. RESTRICTIONS ON RESALE AND By signing this Agreement, you agree not to REGISTRATION sell any vested or non-vested Restricted Shares at a time when applicable laws or Company policies prohibit a sale. This restriction will apply as long as you are an employee, consultant or director of the Company or a subsidiary of the Company. However, the Company agrees to cause the Restricted Shares to be registered under the Securities Act of 1933 on or before the date of the vesting of the first 20% of the Restricted Shares. RETENTION RIGHTS Your Restricted Shares or this Agreement do not give you the right to be retained by the Company or a subsidiary of the Company in any capacity. The Company and its subsidiaries reserve the right to terminate your service at any time, with or without cause subject to your January 27, 1999 Employment Agreement. APPLICABLE LAW This Agreement will be interpreted and enforced under the laws of the State of Florida (excluding their choice of law provisions). THE PLAN AND OTHER The text of the Plan is incorporated in this AGREEMENTS Agreement by reference. This Agreement and the Plan constitute the entire understanding between you and the Company regarding these Restricted Shares. Any prior agreements, commitments or negotiations concerning these Restricted Shares are superseded. This Agreement may be amended only by another written agreement, signed by both parties. BY SIGNING THE NOTICE OF GRANT OF RESTRICTED SHARES ATTACHED TO THIS AGREEMENT, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN. ST. JOE COMPANY 1997 STOCK INCENTIVE PLAN RESTRICTED SHARES AGREEMENT You have been granted the following Restricted Shares of St. Joe Company (the "Company" common stock under the St. Joe Company 1997 Stock Incentive Plan (the "Plan"):
By your signature and the signature of the Company's representative below, you and the Company agree that the foregoing Restricted Shares are granted under and governed by the terms and conditions of the Plan and the Restricted Shares Agreement, both of which are attached to an made a part of this document. GRANTEE ST. JOE COMPANY - ----------------------- ---------------------------------- Title: ---------------------------
