EX-10.4






EMPLOYMENT AGREEMENT




THIS AGREEMENT is entered into as of July 27, 2006 (the “Effective Date”), by and between
     (the “Executive”) and The St. Joe Company, a Florida corporation (the “Company”).



WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is in the best
interests of the Company and its shareholders to assure that the Company will have the continued
service and dedication of the Executive; and



WHEREAS, the Board believes it is imperative to diminish the inevitable distraction of the
Executive by virtue of the personal uncertainties and risks created by concerns that his/her
employment may be terminated without Cause or by a pending or threatened Change in Control and to
encourage the Executive’s full attention and dedication to the Company currently and in the event
of any threatened or pending Change in Control; and



WHEREAS, the Company has determined that appropriate steps should be taken to reinforce and
encourage the continued attention and dedication of members of the Company’s executive management,
including the Executive, to their assigned duties with the Company, without distraction in the face
of potentially disruptive circumstances arising from the possibility of a Change in Control;



NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and for
other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged,
the Company and the Executive hereby agree as follows:




	1.	 	Definitions





“Affiliate” means, with respect to any Person, any other Person controlling, controlled by, or
under direct or indirect common control with such Person. For the purposes of this definition
“control”, when used with respect to any specified Person, shall mean the power to direct the
management and policies of such Person, directly or indirectly, whether through ownership of voting
securities, by contract or otherwise; and the terms “controlling” and “controlled by” shall have
the meanings correlative to the foregoing.



“Annual Bonus” has the meaning given such term in Section 4.2.



“Bonus Amount” means the targeted Annual Bonus for the Fiscal Period pursuant to the Bonus Plan.



“Cause” means, when used with respect to the termination of the employment of the Executive by the
Company, termination due to (a) the Executive’s continued failure to substantially perform the
Executive’s employment duties (other than any such failure resulting from the Executive’s
incapacity due to physical or mental illness) which are demonstrably willful and deliberate on the
Executive’s part and which are not remedied in a reasonable period of time after receipt of written
notice from the Company; or (b) the willful engaging by the Executive in illegal conduct or gross
misconduct that is materially and demonstrably injurious to the Company. No act or failure to act
on the part of the Executive shall be considered “willful” if done, or omitted to be done, by the
Executive in good faith or with reasonable belief that the Executive’s action or omission was in
the best interests of the Company.



“Change of Control” means the occurrence of any of the following events:




(a) The acquisition (whether by tender offer, exchange offer or other business combination or
by the purchase of shares or other securities (including from the Company), and whether in a
single transaction or multiple transactions), by any Person or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) of 50% or more of either the Company’s then outstanding Common Stock or the
combined voting power of the then outstanding voting securities of the Company entitled to
vote generally in the election of directors (the “Company Voting Securities”); provided,
however, that any acquisition by (i) the Company or its subsidiaries or (ii) any employee
benefit plan (or related trust) of the Company or its subsidiaries or (iii) any corporation
with respect to which, following such acquisition, more than 50% of, respectively, such
corporation’s then outstanding common stock and the voting power of the then outstanding
voting securities of such corporation entitled to vote generally in the election of directors
is then beneficially owned, directly or indirectly, by all or substantially all of the
Persons who were the beneficial owners of either the Company’s outstanding Common Stock or
the Company Voting Securities immediately prior to such acquisition in substantially the same
proportion as their ownership, immediately prior to such acquisition, of the Company’s
outstanding Common Stock or the Company Voting Securities, as the case may be, shall not
constitute a Change of Control; or




(b) Individuals who, as of July 1, 2006, constitute the Board (the “Incumbent Board”) cease
for any reason to constitute at least a majority of the Board; provided that any individual
becoming a director subsequent to July 1, 2006 who is elected by the Company’s shareholders
or was approved by a vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual were a member of the Incumbent
Board, but excluding, for this purpose, any such individual whose initial assumption of
office is in connection with an actual or threatened election contest relating to the
election of the directors of the Board (as such terms are used in Rule 14a-11 of Regulation
14A promulgated under the Exchange Act); or




(c) The Company consummates (x) a reorganization, merger, consolidation or other business
combination, in each case with respect to which all or substantially all of the Persons who
were the respective beneficial owners of the Company’s then outstanding Common Stock and the
Company Voting Securities immediately prior to such reorganization, merger, consolidation or
business combination do not, following such reorganization, merger, consolidation or business
combination, beneficially own, directly or indirectly, more than 50% of, respectively, the
then outstanding common stock and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors, as the case may be, of
the corporation resulting from such reorganization, merger, consolidation or business
combination, or (y) a complete liquidation or dissolution of the Company, or (z) the sale or
other disposition of all or substantially all of the assets of the Company in one transaction
or series of related transactions.




(d) Anything in this Agreement to the contrary notwithstanding, if an event that would, but
for this paragraph, constitute a Change of Control results from or arises out of a purchase
or other acquisition of the Company, directly or indirectly, by a Person in which the
Executive has a direct or indirect equity interest, such event shall not constitute a Change
of Control; provided, however, that the limitation contained in this sentence shall not apply
to any direct or indirect equity interest in a Person (1) which equity interest is part of a
class of equity interests which are publicly traded on any national securities exchange or
other market system, (2) received by the Executive, without the Executive’s explicit
concurrence or consent, as a result of a purchase or other acquisition of the Company by such
corporation or other entity, or (3) received by the Executive, without the Executive’s
explicit concurrence or consent, in connection with a purchase or other acquisition of the
Company by such Person in respect of any stock options or performance awards granted to the
Executive by the Company.



“Change of Control Period” means the two year period following a Change of Control; provided that
for purposes of this Agreement there can be no more than one Change of Control Period.



“Code” means the Internal Revenue Code of 1986, as amended.



“Date of Termination” means the date of the Executive’s death, the Disability Effective Date, or
the date on which the termination of the Executive’s employment by the Company for Cause or without
Cause or by the Executive for Good Reason or without Good Reason is effective, as the case may be.



“Disability” means that the Executive has been unable, for the period specified in the Company’s
disability plan for senior executives, but not less than a period of 180 consecutive business days,
to perform the Executive’s duties under this Agreement, as a result of physical or mental illness
or injury.



“Disability Effective Date” has the meaning given such term in Section 5.1.



“Employment Period” means the period commencing on the date hereof and ending on the first
anniversary of such date; provided, however, that commencing on the date that is six months after
the date hereof and on each annual anniversary of such date (such date and each annual anniversary
thereof is hereinafter referred to as the “Renewal Date”), the Employment Period shall be
automatically extended without any action required of either party to this Agreement so as to
terminate one year from such Renewal Date, unless at least 30 days prior to the applicable Renewal
Date, either party gives written notice to the other that it wishes not to extend the Employment
Period (the “Non-Renewal Notice”) in which event the Employment Period will expire one year from
the date of the Non-Renewal Notice. The expiration of the Employment Period resulting from the
delivery of a Non-Renewal Notice will not be deemed a termination of the Executive’s employment
without Cause. Notwithstanding the foregoing, unless the Employment Period has already terminated,
the Employment Period shall be automatically extended upon a Change of Control so as to terminate
18 months from the date of the Change of Control.



“Fiscal Period” shall mean either (i) a full calendar year or (ii) the period from January 1
through the Date of Termination, the date of a Change of Control or other applicable measurement
date that is less than a calendar year.



“Good Reason” means the Executive’s termination of the Executive’s employment for any one or more
of the following reasons without the Executive’s express written consent: (a) a significant
diminution in the Executive’s position, authority, comparable duties or responsibilities, excluding
for these purposes (i) an isolated, insubstantial or inadvertent action not taken in bad faith that
is remedied by the Company promptly after receipt of notice thereof given by the Executive, (ii) a
change in the person to whom (but not the position to which) the Executive reports, or (iii) the
Executive ceasing to be an executive officer subject to Section 16(b) of the Exchange Act; (b) any
failure by the Company to comply with any of the provisions of Section 4 of this Agreement
(including during a Change of Control Period only (i) adopting a bonus plan that does not have
substantially similar terms and payments for comparable performance, and (ii) providing Welfare
Benefit Plans, Vacation and Fringe Benefits and Perquisites that are in the aggregate less
favorable to the Executive than those in effect 90 days before the Change of Control) other than an
isolated, insubstantial or inadvertent failure not occurring in bad faith that is remedied by the
Company promptly after receipt of notice thereof given by the Executive; (c) the Company’s
requiring the Executive to be based at any office or location more than 50 miles from the location
where the Executive was employed on the date hereof and in no event shall the Executive be required
to travel outside such location more often than 150 days in any calendar year; (d) any purported
termination by the Company of the Executive’s employment otherwise than as expressly permitted by
this Agreement; or (e) any failure by the Company to comply with and satisfy Section 9.3 of this
Agreement.



“Notice of Termination” shall mean a Notice of Termination for Cause under Section 5.2, Notice of
Termination without Good Reason under Section 5.3, or a Notice of Termination for Good Reason under
Section 5.4.



“Person” means an individual, partnership, corporation, limited liability company, business trust,
joint stock company, trust, unincorporated association or joint venture.



2. Term of Employment



Subject to the terms and provisions set forth in this Agreement, the Company shall continue to
employ the Executive, and the Executive agrees to remain in the employ of the Company, for the
Employment Period, unless either party terminates the Executive’s employment pursuant to the terms
of this Agreement.



3. Position and Duties



3.1 Positions and Duties. During the Employment Period, the Executive shall be employed and
shall serve as a senior corporate officer with such duties and responsibilities as are customarily
assigned to an officer with the title(s) held by Executive as set forth on the signature page
hereof.



3.2 Best Efforts. During the Employment Period, and excluding any periods of vacation and
sick leave to which the Executive is entitled, the Executive shall devote substantially all his/her
attention and time during normal business hours to the business and affairs of the Company and, to
the extent necessary to discharge the responsibilities assigned to the Executive under this
Agreement, use the Executive’s reasonable best efforts to carry out such responsibilities
faithfully and efficiently. It shall not be considered a violation of the foregoing for the
Executive to (A) serve on up to two corporate, civic or charitable boards or committees, (B)
deliver lectures, fulfill speaking engagements or teach at educational institutions, and (C) manage
personal investments, so long as such activities do not significantly interfere with the
performance of the Executive’s responsibilities as an Executive of the Company in accordance with
this Agreement.



4. Compensation and Other Benefits



The Executive’s compensation during the Employment Period shall be determined by the Board upon
recommendation of the committee of the Board having responsibility for approving the compensation
of senior executives, subject to the provisions below:



4.1 Base Salary. During the Employment Period, the Executive shall receive an annual base
salary (“Base Salary”) not less than the Executive’s base salary in effect on the date hereof. The
Base Salary shall be payable in accordance with the Company’s regular payroll practices for its
senior executives, as in effect from time to time. During the Employment Period, the Executive’s
Base Salary will be reviewed at least annually by the Compensation Committee of the Board (the
“Committee”), and the Committee may, in its sole discretion, increase the Base Salary. Any
increase in the Base Salary shall not limit or reduce any other obligation of the Company under
this Agreement. The term “Base Salary” shall thereafter refer to the Base Salary as so increased.



4.2 Annual Bonus. With respect to each year during the Employment Period, the Executive
shall be designated as a participant in the Company’s Annual Incentive Plan or any similar bonus
plan for senior executives (the “Bonus Plan”), which provides for bonus payments to the Executive,
and subject to meeting the criteria of the Bonus Plan established by the Board in its discretion,
shall receive the bonus award provided for therein (the “Annual Bonus”). Each such Annual Bonus
shall be paid not later than the 15th day of the third month of the year following the Fiscal
Period for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt
of such Annual Bonus.



4.3 Incentive, Retirement, and Savings Plans. During the Employment Period, the Executive
shall participate in all incentive, pension, retirement, supplemental retirement, savings, stock
option, restricted stock and other stock grant and equity compensation plans, as well as all other
employee benefit plans and programs, which are made available from time to time by the Company for
the benefit of similarly situated senior executives of the Company.



4.4 Welfare Benefit Plans. During the Employment Period, the Executive and his/her spouse
and other eligible dependents shall participate in, and be covered by, all of the health and other
welfare benefit plans, practices, policies and programs that are made available from time to time
by the Company for the benefit of senior executives and/or other Executives of the Company
(collectively the “Welfare Benefit Plans”).



4.5 Expense Reimbursement. During the Employment Period, the Executive shall be entitled to
receive prompt reimbursement for all reasonable expenses, including reasonable business travel
expenses, incurred by the Executive in performing the Executive’s duties and responsibilities under
this Agreement in accordance with the policies, programs, procedures and practices of the Company
as in effect at the time the expense was incurred, as the same may be changed from time to time.



4.6 Vacation and Fringe Benefits. During the Employment Period, the Executive shall be
entitled to vacation days each Fiscal Period at such times which do not materially interfere with
the performance of the Executive’s duties and responsibilities under this Agreement in accordance
with the vacation policy of the Company. In addition, during the Employment Period, the Executive
shall be eligible to benefit from such fringe benefits, in accordance with the policies, programs,
procedures and practices of the Company, as may be in effect and provided from time to time to
senior executives and/or other Executives of the Company (collectively the “Vacation and Fringe
Benefits”).



4.7 Perquisites. During the Employment Period the Company will also (a) pay for the
Executive to have an annual physical examination, (b) [for Executive Officers] pay up to $10,000
per year for financial planning expenses, all of the above in accordance with the Company’s current
policy (collectively the “Perquisites”).



5. Termination of Employment



5.1 Death or Disability. The Executive’s employment, and the Employment Period, shall
terminate automatically upon the Executive’s death. The Company shall be entitled to terminate the
Executive’s employment because of the Executive’s Disability during the Employment Period. A
termination of the Executive’s employment by the Company for Disability shall be communicated to
the Executive by written notice, and shall be effective on the 30th day after receipt of such
notice by the Executive (“Disability Effective Date”) at which time the Employment Period shall
end, unless the Executive returns to full-time performance of the Executive’s duties before the
Disability Effective Date.



5.2 Termination by the Company. The Company may terminate the Executive’s employment
hereunder for Cause or without Cause at any time during the Employment Period at which time the
Employment Period shall end. The Company shall give the Executive written notice of its intention
to terminate the Executive’s employment and the effective date of Executive’s termination of
employment, and for terminations for Cause the notice shall set forth in reasonable detail the
specific conduct of the Executive that it considers to constitute Cause and the specific provisions
of this Agreement on which it relies (the “Notice of Termination for Cause”).



5.3 Termination by Executive. The Executive may terminate his/her employment hereunder
without the Company’s approval at any time during the Employment Period without Good Reason upon
not less than 60 nor more than 90 days advance written notice to the Company stating the date on
which the Employment Period shall end (the “Notice of Termination without Good Reason”). A
termination of the Executive’s employment by the Executive without Good Reason shall be effected by
giving the Company written notice of the termination and setting forth the date of such
termination. Notwithstanding the foregoing, the Company may elect to have any such termination
become effective immediately or at such other date, not later than the date specified in the Notice
of Termination without Good Reason, as the Company may determine; however, it will continue the
Executive’s Base Salary, Welfare Benefit Plans, Vacation and Fringe Benefits, and Perquisites
through the date specified by the Executive for their termination in such Notice unless the Company
terminates the Executive’s employment pursuant to this Agreement prior to such date.



5.4 Termination by Executive for Good Reason. The Executive may terminate his/her
employment hereunder for Good Reason by giving the Company written notice (“Notice of Termination
for Good Reason”) of the termination, setting forth in reasonable detail the specific conduct of
the Company that constitutes Good Reason and the specific provision(s) of this Agreement on which
the Executive relies. The failure by the Executive to set forth in the Notice of Termination for
Good Reason any fact or circumstance which contributes to a showing of Good Reason shall not waive
any right of the Executive hereunder or preclude the Executive from asserting such fact or
circumstance in enforcing the Executive’s rights hereunder.



6. Obligations of the Company upon Termination of Employment



6.1 Termination upon Death or Disability. If an Executive’s employment is terminated by
death or the Company terminates the Executive’s employment for Disability the Company shall:




(a) pay to the Executive (or in the event of termination of employment by reason of the
Executive’s death, the Executive’s legal representative or the Executive’s estate if no
representative has been appointed) in a lump sum in cash, within 30 days after the Date of
Termination, or as otherwise provided in this Section 6.1, any portion of the Executive’s
Base Salary through the Date of Termination that has not been paid plus any earned but unpaid
Annual Bonus, deferred compensation or other payments due the Executive;




(b) if approved by the Compensation Committee, in their sole discretion, pay to the Executive
a pro rata portion of any Annual Bonus the Executive would have earned in that Fiscal Period
(based on the days covered by the Bonus Plan in that Fiscal Period divided by the number of
days in that Fiscal Period) as if he/she had been employed for the full Fiscal Period,
payable at the same time the Company pays other executives bonuses for that Fiscal Period;
and




(c) make available to the Executive (or the Executive’s eligible dependents) any rights to
continued health and welfare benefits provided by law (i.e., COBRA) or payable to the
Executive under the terms of the Welfare Benefit Plans in effect immediately prior to the
Executive’s death or Disability.



Anything in this Agreement to the contrary notwithstanding, if the Executive’s death or Disability
occurs during the Change of Control Period, the Executive or Executive’s family shall be entitled
to receive benefits at least equal to the most favorable benefits provided by the Company and any
of its Affiliates to disabled executives or the surviving families of peer executives of the
Company and such Affiliates under such plans, programs, practices and policies relating to family
disability or death benefits, if any, as in effect with respect to other peer executives and their
families at any time during the 90-day period immediately preceding the Change of Control or, if
more favorable to the Executive and/or the Executive’s family, as in effect on the date of the
Executive’s death or Disability with respect to other peer executives of the Company and its
Affiliates and their families.



6.2 Termination by the Executive other than for Good Reason. If the Executive voluntarily
terminates employment during the Employment Period, other than for Good Reason, the Company shall
pay to the Executive any portion of the Executive’s Base Salary through the Date of Termination
that has not been paid, plus any other amounts due the Executive under this Agreement within 30
days and the Executive shall have any rights to continued health and welfare benefits provided by
law (i.e., COBRA) or payable to the Executive under the terms of the Welfare Benefit Plans in
effect immediately prior to the Date of Termination. If the Executive voluntarily terminates
employment during the Employment Period, other than for Good Reason, then the Executive shall not
be entitled to any Annual Bonus for the Fiscal Period that includes the Executive’s Date of
Termination.



6.3 Termination by the Company for Cause. If the Executive’s employment is terminated by
the Company for Cause during the Employment Period, the Company shall pay to the Executive any
portion of the Executive’s Base Salary through the Date of Termination that has not been paid, plus
any other amounts due the Executive under this Agreement within 30 days and the Executive shall
have any rights to continued health and welfare benefits provided by law (i.e., COBRA) or payable
to the Executive under the terms of such plans and programs as in effect immediately prior to the
Notice of Termination. If the Executive is terminated for Cause during the Employment Period, then
the Executive shall not be entitled to any Annual Bonus for the Fiscal Period that includes the
date of the Notice of Termination for Cause.



6.4 Termination by the Company other than for Cause or Due to Death or Disability or by the
Executive for Good Reason. If the Executive’s employment is terminated (i) by the Company other
than for Cause or due to death or Disability or (ii) by the Executive for Good Reason, in either
case during the Employment Period and not during a Change of Control Period, the Company shall:




(a) pay to the Executive, in a lump sum within 30 days of the Date of Termination, an amount
equal to 1.5 times the sum of the Executive’s Base Salary plus the Bonus Amount;




(b) pay to the Executive a pro rata portion of the Annual Bonus the Executive would have
earned in that Fiscal Period (based on the days covered by the Bonus Plan divided by the
number of days in that Fiscal Period) as if he/she had been employed for the full Fiscal
Period payable at the same time the Company pays other executive bonuses for that Fiscal
Period;




(c) pay the Company’s portion of 18 months of health and welfare (COBRA) benefits that
provide the Executive with coverage comparable to other executives that are employed by the
Company during that time; and




(d) upon the Executive’s providing appropriate documentation, pay up to $20,000 as
reimbursement for outplacement services provided the Executive provides proper documentation
supporting expenditures for this purpose within 18 months of the Date of Termination.



6.5 Termination following a Change of Control. If (a) contemporaneously with or during the
Change of Control Period, the Executive’s employment is terminated (i) by the Company or a
successor entity other than for Cause or (ii) by the Executive for Good Reason or (b) if the
Executive’s employment with the Company is terminated or the Executive ceases to be an officer of
the Company prior to the date on which a Change of Control occurs and it is reasonably demonstrated
that such termination of employment (i) was at the request of a third party who has taken steps
reasonably calculated to effect the Change of Control or (ii) otherwise arose in connection with or
in anticipation of the Change of Control, the Company shall:




(a) pay to the Executive, in a lump sum on the six month anniversary of the Date of
Termination, an amount equal to two times the sum of the Base Salary and the Bonus Amount;




(b) pay to the Executive a pro rata portion of the Annual Bonus the Executive would have
earned in that Fiscal Period (based on the days covered by the Bonus Plan divided by the
number of days in that Fiscal Period) as if he/she had been employed for the full Fiscal
Period payable at the same time the Company pays other executive bonuses for that Fiscal
Period;




(c) pay to the Executive an amount equal to the excess of (i) the actuarial equivalent of the
benefit under the Company’s qualified defined benefit retirement plan (the “Retirement Plan”)
(utilizing actuarial assumptions no less favorable to the Executive than those in effect
under the Retirement Plan immediately prior to the commencement of the Change of Control
Period) and any excess or supplemental retirement plan in which the Executive participates
(collectively, the “SERP”) that the Executive would receive if the Executive’s employment
continued for [three—for Executive Officers][two— for other officers] years after the Date of
Termination, assuming for this purpose that (1) all accrued benefits are fully vested, (2)
that the Executive’s compensation in each of the [three— for Executive Officers][two— for
other officers] years is that required by Sections 4.1 and 4.2, and (3) that the Executive is
[three— for Executive Officers][two— for other officers] years older than the Executive is on
the Date of Termination, over (ii) the actuarial equivalent of the Executive’s actual benefit
(paid or payable), if any, under the Retirement Plan and the SERP as of the Date of
Termination;




(d) continue benefits to the Executive or the Executive’s family from the Date of Termination
through the end of the Change of Control Period, or such longer period as any plan, program,
practice or policy may provide, at least equal to those which would have been provided to
them in accordance with the plans, programs, practices and policies described in Sections
4.4, 4.6 and 4.7 of this Agreement if the Executive’s employment had not been terminated, in
accordance with the most favorable plans, practices, programs or policies of the Company and
its Affiliates applicable to other peer executives and their families during the 90-day
period immediately preceding the Date of Termination, or, if more favorable to the Executive,
as in effect at any time thereafter with respect to other peer executives of the Company and
its Affiliates and their families;




(e) upon the Executive’s providing appropriate documentation, pay up to $20,000 as
reimbursement for outplacement services provided the Executive provides proper documentation
supporting expenditures for this purpose within 18 months of the Date of Termination; and




(f) make any additional payments required to be paid pursuant to Section 10 hereof.



6.6 Non Disparagement. The Company agrees that the Company will not make any negative or
disparaging comments about the Executive unless required by legal process to do so.



6.7 Return of Payments. Anything in this Agreement to the contrary notwithstanding, all
payments and benefits to Executive under this Section 6 are conditional upon Executive’s compliance
with Sections 8.1, 8.5, 8.6 and 8.7 (the “Restrictions”). Until such Restrictions are completely
satisfied, the Executive shall be a constructive trustee of such payments and benefits and shall
return them to the Company promptly if he/she violates any aspect of such Restrictions.



7. Effect of Termination



The provisions of this Section 7 shall apply in the event of termination of the Executive’s
employment, pursuant to Section 5 or otherwise.



7.1 Payment in Full. Payment by the Company to Executive of any Base Salary and other
specified amounts or benefits which are due the Executive (or, as the case may be, the Executive’s
designated beneficiary, estate, surviving spouse or dependents) under the applicable termination
provision of Sections 6.1, 6.2, 6.3, 6.4 or 6.5 shall constitute the entire obligation of the
Company to the Executive under this Agreement, except that nothing in this Section 7.1 is intended
or shall be construed to affect the rights and obligations of the Company (or its Affiliates), on
the one hand, and the Executive, on the other, with respect to any option plans, option agreements,
restricted stock grants, awards or agreements, subscription agreements, stockholders agreements,
employee benefit plans or other equity arrangements or agreements to the extent said rights or
obligations survive termination of employment under the provisions of documents relating thereto.
The Executive shall only be eligible to receive the benefits of Sections 6.1, 6.2, 6.3, 6.4 or 6.5
of this Agreement and shall not be entitled to receive benefits under more than one such section.
The Company’s obligation to provide payment and/or benefits set forth herein shall be conditioned
upon the Executive’s (or the Executive’s executor or legal representative) execution of a
Separation and Release Agreement substantially in the form attached hereto as Exhibit A.



7.2 Termination of Benefits. Except as set forth above and for any right of continuation of
health coverage at the Executive’s cost to the extent provided by Sections 601 through 608 of
ERISA, all of the Executive’s rights to any benefits under the Welfare Benefit Plans shall
terminate pursuant to the terms of the applicable benefit plans based on the Date of Termination.



7.3 Return of Property. Within a reasonable time after the date of termination of
employment, the Executive shall return to the Company all of the Company’s property of which he/she
is in possession, including, without limitation, any material and documentation that constitutes
Confidential Information, credit cards, computers, and keys.



8. Executive’s Commitment to the Company



8.1 Confidentiality. The Executive shall not, during the Employment Period or for two years
after the Employment Period (and for an indefinite period for Confidential Information composed of
trade secrets of the Company), disclose any Confidential Information to any Person for any reason
or purpose whatsoever, other than in connection with the performance of the Executive’s duties
under this Agreement. The term “Confidential Information” shall mean all confidential information
of or relating to the Company and any of its Affiliates, including without limitation, financial
information and data, business plans and information regarding prospects and opportunities, but
does not include any information that is or becomes public knowledge by means other than the
Executive’s breach or nonobservance of the Executive’s obligations described in this Section 8.1.
Notwithstanding the foregoing, the Executive may disclose such Confidential Information as he/she
may be legally required to do so on the advice of counsel in connection with any legal or
regulatory proceeding; provided, however, that the Executive shall provide the Company with prior
written notice of any such required or potentially required disclosure and shall cooperate with the
Company and use their best efforts under such circumstances to obtain appropriate confidential
treatment of any such Confidential Information that may be so required to be disclosed in
connection with any such legal or regulatory proceeding.



8.2 Litigation. The Executive agrees to cooperate fully with the Company, or its assignee,
and counsel for the Company, or its assignee, in any and all matters involving litigation,
administrative proceedings, arbitration or governmental investigations. The Executive’s cooperation
shall include being reasonably available for, without limitation, interviews, depositions, and
trial testimony. To the extent that the Executive’s cooperation involves travel, the Company or its
assignee will reimburse the Executive for reasonable travel expenses. To the extent that the
Executive’s cooperation requires him/her to incur out-of-pocket expenses, including without
limitation reasonable attorney’s fees, the Company or its assignee will reimburse such expenses,
provided they are reasonable and supported by reasonable documentation. The Executive will make
available, at the expense of the Company or its assignee, copies of all documents and files
requested by the Company in connection with this duty of cooperation, excluding only those
documents and files which are subject to any attorney-client privilege, work product doctrine, or
other legal protection from disclosure that is held solely by the Executive in his/her individual
capacity, as opposed to any privilege or legal protection from disclosure held by the Company.



8.3 Compliance with Securities Laws. The Executive agrees not to directly or indirectly buy
or sell the Company stock or other securities as long as he/she possesses “material non-public
information” as that term is defined by interpretations of the Exchange Act and the rules and
regulations thereunder. Without limiting the generality of the foregoing, the Executive further
agrees to abide by the Company’s Insider Trading policy as in effect during the Employment Period
until two business days after the public release of the financial results for the fiscal quarter
ending after the Executive’s Date of Termination.



8.4 Position as Officer and Director. Upon the Executive’s termination of employment the
Executive shall resign as an Officer/Director from the Company and all Affiliates and any
administrative roles in any Agreements sponsored by the Company and its Affiliates and will execute
all instruments and documents requested by the Company to effectuate this.



8.5 Non Compete. The Executive agrees not to directly or indirectly compete with the
business of the Company and its successors and assigns during the Employment Period and for a
period of one year following the Executive’s termination of employment. The term “not compete” as
used herein shall mean that the Executive shall not own, manage, operate, consult or be an
Executive in any business or legal entity that is in the commercial, hotel and/or residential real
estate development business that competes with the Company or any of its Affiliates anywhere in
Florida or Georgia. Notwithstanding the foregoing the Executive may own up to 5% of any stock or
security that is publicly traded on any national securities exchange or other market system.
“Competes” shall be defined as engaging in commercial, hotel and/or residential real estate
development projects where total annual development costs for all such projects in Florida and/or
Georgia meet or exceed $50,000,000. The Company and Executive acknowledge the reasonableness of
this covenant not to compete and the reasonableness of the geographic area and duration of time
which are a part of said covenant. This covenant not to compete is contemplated to protect the
Company’s legitimate business interests.



8.6 Non-Solicitation. The Executive agrees for a period of one year from the Executive’s
Termination Date that the Executive will not without the prior written approval of the Company
directly or indirectly: (i) solicit for hire any employees of the Company or any Affiliate, or (ii)
induce any employee of the Company or any Affiliate to terminate their relationship with the
Company or Affiliate. The foregoing will not apply to individuals hired as a result of the use of
an independent employment agency (so long as the agency was not directed to solicit a particular
individual) or as a result of the use of a general solicitation not specifically directed to
Company or its Affiliate’s employees.



8.7 Non Disparagement. The Executive agrees that the Executive will not make any negative
or disparaging comments about the Company unless required by legal process to do so.



8.8 Injunctive Relief. The Executive acknowledges and agrees that the Company will have no
adequate remedy at law, and would be irreparably harmed, if the Executive breaches or threatens to
breach any of the provisions of this Section 8. The Executive agrees that the Company shall be
entitled to equitable and/or injunctive relief to prevent any breach or threatened breach of this
Section 8, and to specific performance of each of the terms of this Section 8 in addition to any
other legal or equitable remedies that the Company may have, including those set forth in Section
6.7. The Executive further agrees that he/she shall not, in any equity proceeding relating to the
enforcement of the terms of this Section 8, raise the defense that the Company has an adequate
remedy at law.



8.9 Special Severability. The terms and provisions of this Section 8 are intended to be
separate and divisible provisions and if, for any reason, any one or more of them is held to be
invalid or unenforceable, and neither the validity nor the enforceability of any other provision of
this Agreement shall thereby be affected.



9. Successors



9.1 The Executive. This Agreement is personal to the Executive and, without the prior
written consent of the Company, shall not be assignable by the Executive, other than by will or the
laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable
by the Executive’s heirs, beneficiaries and/or legal representatives.



9.2 The Company. This Agreement shall inure to the benefit of and be binding upon the
Company and its successors and assigns.



9.3 Successors. The Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or
assets of the Company to assume expressly and agree to perform this Agreement in the same manner
and to the same extent that the Company would be required to perform it if no such succession had
taken place and the Executive will consent to such successor’s assumption. As used in this
Agreement, “Company” shall mean the Company as previously defined and any successor to its business
and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law
or otherwise.



10. Additional Payments



10.1 Excise Tax Payments. Anything in this Agreement to the contrary notwithstanding, in
the event it shall be determined that any payment or distribution by the Company pursuant to
Section 6.5 hereof to or for the benefit of the Executive (a “Payment”), would be subject to the
excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the
Executive with respect to such excise tax (such excise tax, together with any such interest and
penalties, are hereinafter collectively referred to as the “Excise Tax”), the Executive shall be
entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after
payment by the Executive of all taxes (including any interest or penalties imposed with respect to
such taxes), including, without limitation, any income taxes and Excise Tax imposed upon the
Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax
imposed upon the Payments. The Company will attempt to minimize any Excise Tax, including
accelerating payments to the Executive if possible, however if the Payment results in an Excise Tax
and reducing the Payment by up to 10% eliminates the Excise Tax then the Executive agrees to reduce
the Payment (by up to 10%) until it does not trigger an Excise Tax. If any Excise Tax would still
exist after the aforementioned reduction in the Payment then there shall be no reduction in the
Payment.



10.2 Calculation of Gross-Up Payments. Subject to the provisions of Section 10.3, all
determinations required to be made under this Section 10, including whether a Gross-Up Payment is
required and the amount of such Gross-Up Payment, shall be made by KPMG LLP or another mutually
agreeable nationally recognized accounting firm (the “Accounting Firm”) which shall provide
detailed supporting calculations both to the Company and the Executive within 15 business days of
the Date of Termination, if applicable, or such earlier time as is requested by the Company. All
fees and expenses of the Accounting Firm shall be borne solely by the Company. The initial Gross-Up
Payment, if any, as determined pursuant to this Section 10.2, shall be paid to the Executive within
five days of the receipt of the Accounting Firm’s determination. If the Accounting Firm determines
that no Excise Tax is payable by the Executive, it shall furnish the Executive with an opinion that
failure to report the Excise Tax on the Executive’s applicable federal income tax return would not
result in the imposition of a negligence or similar penalty. Any determination by the Accounting
Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the
application of Section 4999 of the Code at the time of the initial determination by the Accounting
Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company
should have been made (“Underpayment”), consistent with the calculations required to be made
hereunder. In the event that the Company exhausts its remedies pursuant to Section 10.3 and the
Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall
determine the amount of the Underpayment that has occurred and any such Underpayment shall be
promptly paid by the Company to or for the benefit of the Executive.



10.3 Contested Payments. The Executive shall notify the Company in writing of any claim by
the Internal Revenue Service that, if successful, would require the payment by the Company of the
Gross-Up Payment. Such notification shall be given as soon as practicable but not later than 20
business days after the Executive knows of such claim and shall apprise the Company of the nature
of such claim and the date on which such claim is requested to be paid. The Executive shall not pay
such claim prior to the expiration of the 30-day period following the date on which it gives such
notice to the Company (or such shorter period ending on the date that any payment of taxes with
respect to such claim is due). If the Company notifies the Executive in writing prior to the
expiration of such period that it desires to contest such claim, the Executive shall:




(a) give the Company any information reasonably requested by the Company relating to such
claim;




(b) take such action in connection with contesting such claim as the Company shall reasonably
request in writing from time to time, including, without limitation, accepting legal
representation with respect to such claim by an attorney reasonably selected by the Company;




(c) cooperate with the Company in good faith in order effectively to contest such claim; and




(d) permit the Company to participate in any proceedings relating to such claim;



provided, however, that the Company shall bear and pay directly all costs and expenses (including
additional interest and penalties) incurred in connection with such contest and shall indemnify and
hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including
interest and penalties with respect thereto, imposed as a result of such representation and payment
of costs and expenses. Without limitation on the foregoing provisions of this Section 10.3, the
Company shall control all proceedings taken in connection with such contest and, at its sole
option, may pursue or forgo any and all administrative appeals, proceedings, hearings and
conferences with the taxing authority in respect of such claim and may, at its sole option, either
direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any
permissible manner, and the Executive agrees to prosecute such contest to a determination before
any administrative tribunal, in a court of initial jurisdiction and in one or more appellate
courts, as the Company shall determine; provided, however, that if the Company directs the
Executive to pay such claim and sue for a refund, the Company shall advance the amount of such
payment to the Executive, on an interest-free basis, and shall indemnify and hold the Executive
harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties
with respect thereto, imposed with respect to such advance or with respect to any imputed income
with respect to such advance; and further provided that any extension of the statute of limitations
relating to payment of taxes for the taxable year of the Executive with respect to which such
contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the
Company’s control of the contest shall be limited to issues with respect to which a Gross-Up
Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the
case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.



10.4 Refunds. If, after the receipt by the Executive of an amount advanced by the Company
pursuant to Section 10.3, the Executive becomes entitled to receive any refund with respect to such
claim, the Executive shall (subject to the Company’s complying with the requirements of Section
10.3) promptly pay to the Company the amount of such refund (together with any interest paid or
credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an
amount advanced by the Company pursuant to Section 10.3, a determination is made that the Executive
shall not be entitled to any refund with respect to such claim and the Company does not notify the
Executive in writing of its intent to contest such denial of refund prior to the expiration of 30
days after such determination, then such advance shall be forgiven and shall not be required to be
repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up
Payment required to be paid.



10.5 Earlier Payment by Company. The Company may in its sole discretion make any payments
required by this Agreement to the Executive before the time it is otherwise required to be paid
pursuant to this Agreement and the Executive may not claim that such payment is also required on
the date otherwise due under this Agreement.



10.6 Code Section 409A. (a) Notwithstanding anything in this Agreement to the contrary, if
any amount or benefit that would constitute “deferred compensation” for purposes of Section 409A of
the Code would otherwise be payable or distributable under this Agreement by reason of Executive’s
separation from service, then if and to the extent necessary to comply with Code Section 409A: (i)
if the payment or distribution of such amount or benefit is payable in a lump sum, such payment or
distribution will be delayed until the first day following the six-month anniversary of Executive’s
termination of service, and (ii) if the payment or distribution of such amount or benefit is
payable over time, the amount that would otherwise be payable during the six-month period
immediately following Executive’s termination of service will be accumulated and paid to Executive,
without interest, on the first day following the six-month anniversary of Executive’s termination
of service, whereupon the normal payment schedule will resume.



(b) With respect to the continuation of medical coverage after the Date of Termination, if
deemed necessary or advisable to secure an exemption from Code Section 409A, the Company shall
impute income to Executive for such medical coverage through the period that ends on the earlier of
(i) the end of the Company’s obligation to provide such coverage, or (ii) December 31 of the second
calendar year following the year in which the Date of Termination occurs. Immediately prior to
such December 31 deadline, the Company shall satisfy its remaining obligation under the Agreement,
if any, with respect to such medical coverage by paying to Executive a lump sum in cash equal to
the estimated present value of such remaining coverage, based on the Company’s COBRA rates as then
in effect, and such payment shall be imputed as income to Executive.



 11. Full Settlement; Mitigation



The Company’s obligation to make the payments provided for in, and otherwise to perform its
obligations under, this Agreement shall not be affected by any set-off, counterclaim, recoupment,
defense or other claim, right or action that the Company may have against the Executive or others
other than a claim, right or action for fraud after the individual is judicially determined to have
committed such action. In no event shall the Executive be obligated to seek other employment or
take any other action by way of mitigation of the amounts payable to the Executive under any of the
provisions of this Agreement and such amounts shall not be reduced, regardless of whether the
Executive obtains other employment.



12. Indemnification



The Company shall pay or indemnify the Executive to the full extent permitted by law and the
by-laws of the Company for all expenses, costs, liabilities and legal fees which the Executive may
incur in the discharge of the Executive’s duties hereunder.



13. Miscellaneous



13.1 Applicable Law. This Agreement shall, to the extent not superseded by federal law, be
governed by and construed in accordance with the laws of the State of Florida, without regard to
principles of conflict of laws.



13.2 Amendments/Waiver. This Agreement may not be amended, waived, or modified otherwise
than by a written agreement executed by the parties to this Agreement or their respective
successors and legal representatives. No waiver by any party to this Agreement of any breach of any
term, provision or condition of this Agreement by the other party shall be deemed a waiver of a
similar or dissimilar condition or provision at the same time, or any prior or subsequent time.



13.3 Notices. All notices and other communications hereunder shall be in writing and shall
be deemed given when received by hand-delivery to the other party, by overnight courier, or by
registered or certified mail, return receipt requested, postage prepaid, addressed, addressed as
follows:



If to the Executive:


































If to the Company:

The Compensation Committee of the Board of Directors of The St. Joe Company

c/o The St. Joe Company

245 Riverside Avenue Suite 500

Jacksonville, FL 32202




or to such other addresses as either party furnishes to the other in writing in accordance with
this Section 13.3. Notices and communications shall be effective when actually received by the
addressee.



13.4 Withholding. The Company may withhold from any amounts payable under this Agreement
such taxes as shall be required to be withheld pursuant to any applicable law or regulation.



13.5 Strict Compliance. The Executive’s or Company’s failure to insist upon strict
compliance with any provisions of, or to assert, any right under, this Agreement shall not be
deemed to be a waiver of such provision or right or of any other provision of or right under this
Agreement.



13.6 Enforceability. The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this Agreement. If any
portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by
a court of competent jurisdiction, then the remainder of this Agreement, or the application of such
portion or provision in circumstances other than those as to which it is so declared illegal or
unenforceable, shall not be affected thereby, and each portion and provision of this Agreement
shall be valid and enforceable to the fullest extent permitted by law.



13.7 Captions; Counterparts. The captions of this Agreement are for convenience of
reference only, are not part of the terms of this Agreement and shall have no force or effect in
the application or interpretation thereof. This Agreement may be executed in several counterparts,
each of which shall be deemed an original and said counterparts shall constitute but one and the
same instrument.



13.8 Entire Agreement. This Agreement contains the entire agreement between the parties to
this Agreement concerning the subject matter hereof and supersedes all prior agreements,
understandings, discussions, negotiations and undertakings, whether written or oral, between the
parties with respect thereto. Specifically this Agreement replaces and supersedes in its entirety
any prior employment and/or severance agreement between the Company and the Executive.



13.9 Survivorship. The obligations of the Company and the Executive under Sections 6, 7, 8,
9, 10, 11, 12 and 13 shall survive the expiration or termination for any reason of this Agreement.



13.10 Assignment. The rights and benefits of the Executive under this Agreement may not be
anticipated, assigned, alienated or subject to the attachment, garnishment, levy, execution or
other legal or equitable process except as required by law. Any attempt by the Executive to
anticipate, alienate, assign, sell, transfer, pledge, encumber or charge the same shall be void.



13.11 Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit the
Executive’s continuing or future participation in any benefit, bonus, incentive or other plans,
programs, policies or practices provided by the Company or any of its Affiliates and for which the
Executive may qualify, nor shall anything herein limit or otherwise affect such rights as the
Executive may have under any other agreements with the Company or any of its Affiliates. Amounts
which are vested benefits or which the Executive is otherwise entitled to receive under any plan,
policy, practice or program of the Company or any of its Affiliates at or subsequent to the Date of
Termination shall be payable in accordance with such plan, policy, practice or program except as
explicitly modified by this Agreement.



13.12 Arbitration. The Executive and the Company both agree to submit any disputes under
this Agreement to binding arbitration with a mutually agreeable arbitrator and to make their best
efforts to settle any disputes within 90 days. In the event this does not occur and the Executive
has cooperated in the arbitration process the Company agrees to pay, to the full extent permitted
by law, all legal fees and expenses which the Executive may reasonably incur as a result of any
contest (regardless of the outcome thereof) by the Company or others of the validity or
enforceability of, or liability under, any provision of this Agreement or any guarantee of
performance thereof (including as a result of any contest by the Executive about the amount of any
payment pursuant to Section 10 of this Agreement), plus in each case interest at the applicable
Federal rate provided for in Section 7872(f)(2) of the Code.



IN WITNESS WHEREOF, the Executive has hereunto set their hand and, pursuant to the authorization of
its Board, the Company has caused this Agreement to be executed in its name and on its behalf by a
duly authorized officer, as of the date set forth above.



	 	 	 
	THE ST. JOE COMPANY

	 	EXECUTIVE
	 
	 	 
	By:      

Name:

	 	     

Name:
	Title:

	 	Title:
	 
	 	 






1




Exhibit A




GENERAL RELEASE




1. General Release.



In consideration of the payments and benefits to be made under the Employment Agreement (the
“Agreement”) dated as of July 27, 2006 between The St. Joe Company (the “Company”) and
     (the “Executive”), with the intention of binding the Executive and the
Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and
forever discharge the Company and each of its subsidiaries and affiliates (the “Company Affiliated
Group”), their present and former officers, directors, executives, agents, attorneys, employees and
employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns
of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all
claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of
money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of
whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent,
unliquidated or otherwise and whether now known or unknown, suspected or unsuspected which the
Executive, individually or as a member of a class, now has, owns or holds, or has at any time
heretofore had, owned or held, against any of the Company Released Parties in any capacity,
including, without limitation, any and all claims (i) arising out of or in any way connected with
the Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof)
in any capacity, or the termination of such service in any such capacity, (ii) for severance or
vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract,
wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of
emotional harm or other tort, and (iv) for any violation of applicable state and local labor and
employment laws (including, without limitation, all laws concerning unlawful and unfair labor and
employment practices), any and all claims based on the Executive Retirement Income Security Act of
1974 (“ERISA”), any and all claims arising under the civil rights laws of any federal, state or
local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964
(“Title VII”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the
Rehabilitation Act, the Family and Medical Leave Act, the Age Discrimination in Employment Act
(“ADEA”), the Florida Law Against Discrimination and any and all claims under any whistleblower
laws or whistleblower provisions of other laws excepting only:



(a) rights of the Executive under this General Release and the Agreement;




(b) rights of the Executive relating to equity awards held by the Executive as of his or
her Date of Termination (as defined in the Agreement);




(c) the right of the Executive to receive COBRA continuation coverage in accordance with
applicable law;



(d) rights to indemnification the Executive may have




(i) under applicable corporate law,




(ii) under the by-laws or certificate of incorporation of any Company Released
Party, or




(iii) as an insured under any director’s and officer’s liability insurance policy
now or previously in force;




(e) claims (i) for benefits under any health, disability, retirement, deferred
compensation, life insurance or other similar employee benefit plan or arrangement of the
Company Affiliated Group and (ii) for earned but unused vacation pay through the Date of
Termination in accordance with applicable Company policy; and




(f) claims for the reimbursement of unreimbursed business expenses incurred prior to the
Date of Termination pursuant to applicable Company policy.



2. No Admissions. The Executive acknowledges and agrees that this General Release is not to
be construed in any way as an admission of any liability whatsoever by any Company Released Party,
any such liability being expressly denied.



3. Application to all Forms of Relief. This General Release applies to any relief no matter
how called, including, without limitation, wages, back pay, front pay, compensatory damages,
liquidated damages, punitive damages for pain or suffering, costs and attorney’s fees and expenses.



4. Specific Waiver. The Executive specifically acknowledges that his or her acceptance of
the terms of this General Release is, among other things, a specific waiver of his or her rights,
claims and causes of action under Title VII, ADEA, ADA and any state or local law or regulation in
respect of discrimination of any kind; provided, however, that nothing herein shall be deemed, nor
does anything herein purport, to be a waiver of any right or claim or cause of action which by law
the Executive is not permitted to waive.



5. No Complaints or Other Claims. The Executive acknowledges and agrees that he or she has
not, with respect to any transaction or state of facts existing prior to the date hereof, filed any
complaints, charges or lawsuits against any Company Released Party with any governmental agency,
court or tribunal.



6. Conditions of General Release.




(a) Terms and Conditions. From and after the Date of Termination, the Executive
shall abide by all the terms and conditions of this General Release and the terms and
conditions set forth in the Agreement which is incorporated herein by reference and the
restrictive covenants set forth in Section 8 of the Agreement which are incorporated by
reference.




(b) Cooperation. Following the Termination Date, the Executive shall reasonably
cooperate with the Company upon reasonable request of the Board and be reasonably available
to the Company with respect to matters arising out of the Executive’s services to the
Company Affiliated Group.




(c) No Representation. The Executive acknowledges that, other than as set forth in
this General Release and the Agreement, (i) no promises have been made to him or her and
(ii) in signing this General Release the Executive is not relying upon any statement or
representation made by or on behalf of any Company Released Party and each or any of them
concerning the merits of any claims or the nature, amount, extent or duration of any
damages relating to any claims or the amount of any money, benefits, or compensation due
the Executive or claimed by the Executive, or concerning the General Release or concerning
any other thing or matter.




(d) Injunctive Relief. In the event of a breach or threatened breach by the
Executive of this Section 6, the Executive agrees that the Company shall be entitled to
injunctive relief in a court of appropriate jurisdiction to remedy any such breach or
threatened breach, the Executive acknowledging that damages would be inadequate or
insufficient.



7. Voluntariness. The Executive agrees that he or she is relying solely upon his or her own
judgment; that the Executive is over 18 years of age and is legally competent to sign this General
Release; that the Executive is signing this General Release of his or her own free will; that the
Executive has read and understood the General Release before signing it; and that the Executive is
signing this General Release in exchange for consideration that he or she believes is satisfactory
and adequate.



8. Legal Counsel. The Executive acknowledges that he or she has been informed of the right
to consult with legal counsel and has been encouraged to do so.



9. Complete Agreement/Severability. This General Release together with the Agreement
constitutes the complete and final agreement between the parties and supersedes and replaces all
prior or contemporaneous agreements, negotiations, or discussions relating to the subject matter of
this General Release. All provisions and portions of this General Release are severable. If any
provision or portion of this General Release or the application of any provision or portion of the
General Release shall be determined to be invalid or unenforceable to any extent or for any reason,
all other provisions and portions of this General Release shall remain in full force and shall
continue to be enforceable to the fullest and greatest extent permitted by law.



10. Acceptance. The Executive acknowledges that he or she has been given a period of 21
days within which to consider this General Release, unless applicable law requires a longer period,
in which case the Executive shall be advised of such longer period and such longer period shall
apply. The Executive may accept this General Release at any time within this period of time by
signing the General Release and returning it to the Company.



11. Revocability. This General Release shall not become effective or enforceable until
seven calendar days after the Executive signs it. The Executive may revoke his or her acceptance of
this General Release at any time within that seven calendar day period by sending written notice to
the Company. Such notice must be received by the Company within the seven calendar day period in
order to be effective and, if so received, would void this General Release for all purposes.



12. Governing Law. Except for issues or matters as to which federal law is applicable, this
General Release shall be governed by and construed and enforced in accordance with the laws of the
State of Florida without giving effect to the conflicts of law principles thereof.



Please indicate your acceptance of this General Release by signing and dating this release and
returning it to the Company. A duplicate of this release is enclosed for your records.



The St. Joe Company



By:     


Name:


Title:



ACCEPTED AND AGREED:



     


Name:




2