exv10w4






Exhibit 10.4




[Insert The St. Joe Company letterhead]




February 25, 2011




[Name]

[Address]




      Re:      Letter Agreement



Dear [____]:




          This “Letter Agreement” is entered into by and between you and The St. Joe Company (the
“Company”), as of the date set forth above. For good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, including without limitation any continued service by you
to the Company after the date hereof, you and the Company agree as follows:





	 	1.	 	Notwithstanding anything in the Employment Agreement by and between you
and the Company, dated as of _______, and amended as of ______ (the “Employment
Agreement”), to the contrary, including, without limitation Section 13.12 thereof,
the Company shall advance to you all legal fees and expenses (including, without
limitation, reasonable attorneys’ fees) which you may incur as a result of any
claim brought by you or the Company or any person acting or purporting to act on
behalf of or for the benefit of the Company during the period commencing on the
date hereof and ending on the second anniversary thereof (the “Term”) (regardless
of the outcome thereof), whether in mediation, arbitration or litigation, to
enforce or challenge the validity or enforceability of any provision of the
Employment Agreement or any guarantee of performance thereof (including as a
result of any contest by you about the amount of any payment pursuant to Section
10 of the Employment Agreement) (a “Covered Dispute”), within ten business (10)
days after receipt by the Company of a written request for such advance, provided,
that you shall repay the amount of any advance(s) pursuant to this Letter
Agreement if it shall be finally be determined that your claims or defenses had no
reasonable basis in fact or law. The Company and you agree that you shall be
entitled to equitable and/or injunctive relief in the event of any failure by the
Company timely to advance such legal fees and expenses in accordance with the
preceding sentence.
	 
	 	2.	 	Upon the expiration of the Term, the provisions of the Employment
Agreement concerning reimbursement of legal fees shall govern the parties
obligations with respect to the payment, advancement and/or recoupment of any
legal fees and expenses in a Covered Dispute.
	 
	 	3.	 	This Letter Agreement, together with the Employment Agreement constitute
the entire agreement between the parties with respect to the




 









 






	 	 	 	payment, advancement and recoupment of legal fees and expenses with respect to a
Covered Dispute. Neither party may rely upon any prior negotiations,
representations or agreements, with respect to the subject matter hereof. This
Letter Agreement may be modified only in a written instrument signed by you and
an authorized representative of the Company that specifies it is modifying this
Letter Agreement.





[Signature page follows]






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          Please indicate your acceptance of the foregoing in the space indicated below and return the
executed Letter to the Company.




	 	 	 	 	 
	 	Very truly yours,



The St. Joe Company

a Florida corporation

 	 
	 	By:  	 	 
	 	 	Name:  	Rusty Bozman 	 
	 	 	Title:  	Senior Vice President, Corporate
Development 	 
	 



Accepted and agreed this

__ day of February, 2011




                                                            

[Name]





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