EX-10.1






Exhibit 10.1




FORM OF

INDEMNIFICATION AGREEMENT




THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of
     , by and between THE ST. JOE COMPANY, a Florida corporation (the “Company”),
and        (“Indemnified Party”).



Recitals




WHEREAS, it is essential to the Company to retain and attract talented and experienced persons
as directors and officers;



WHEREAS, Indemnified Party is a director and/or an officer of the Company;



WHEREAS, both the Company and Indemnified Party recognize the increased risk of litigation and
other claims being asserted against directors and officers of public companies;



WHEREAS, the Amended and Restated Bylaws of the Company (the “Bylaws”) require the Company to
indemnify and advance expenses to its directors and officers to the fullest extent permitted by the
Florida Business Corporation Act;



WHEREAS, the Indemnified Party needs specific contractual assurance that the protection
promised by the Bylaws will be available to Indemnified Party, regardless of, among other things,
any amendment to or revocation of the Bylaws or any change in the composition of the Board of
Directors of the Company (the “Board”);



WHEREAS, the Company believes it is in the best interests of the Company and its shareholders
to provide for the indemnification of and the advancing of expenses to the Indemnified Party as set
forth in this Agreement; and



WHEREAS, Indemnified Party has been serving and intends to continue serving as a director
and/or officer of the Company in part in reliance on this Agreement.



NOW, THEREFORE, in consideration of the foregoing premises and as an inducement to Indemnified
Party to continue to serve as a director and/or officer of the Company, the parties hereto,
intending to be legally bound, hereby agree as follows:



1. Certain Definitions.



In addition to terms defined elsewhere herein, the following terms have the following meanings
when used in this Agreement:



(a) “Affiliate” has the meaning set forth in Rule 12b-2 of the regulations promulgated under
the Securities Exchange Act of 1934, as amended (the “Exchange Act “).



(b) “Claim” means any threatened, asserted, pending or completed claim, action, suit or
proceeding, or any hearing, inquiry or investigation, whether instituted by the Company or any
governmental agency or any other party, that Indemnified Party in good faith believes might lead to
the institution of any such claim, action, suit or proceeding, whether civil, criminal,
administrative, investigative or other, including any arbitration or other alternative dispute
resolution mechanism.



(c) “Expenses” include reasonable attorneys’ fees and all other reasonable costs, expenses and
obligations (including experts’ fees, court costs, retainers, transcript fees, duplicating costs,
printing and binding costs, as well as telecommunications, postage and courier charges) paid or
incurred in connection with investigating, defending, settling, being a witness in or participating
in (including on appeal), or preparing to investigate, defend, be a witness in or participate in,
any Claim relating to any Indemnifiable Event.



(d) “Indemnifiable Amounts” means any and all Expenses, liability, loss and damages (including
judgments, fines, penalties, ERISA excise taxes and amounts paid in settlement and all interest,
assessments or other charges paid or payable in connection with or in respect of such Expenses,
judgments, fines, penalties, excise taxes or amounts paid in settlement) arising out of or
resulting from any Claim relating to an Indemnifiable Event.



(e) “Indemnifiable Event” means any event or occurrence, whether occurring before or after the
date of this Agreement, related to the fact that Indemnified Party is or was or is claimed to be a
director, officer, employee, agent, independent contractor, shareholder or fiduciary of the Company
or its Affiliates, or is or was serving at the request of the Company or any of its Affiliates as
a director, officer, employee, agent, independent contractor, shareholder, member, partner,
trustee, manager or fiduciary of a Related Entity, or by reason of anything done or not done by
Indemnified Party in any such capacity.



(f) “Independent Legal Counsel” means an attorney or firm of attorneys who is experienced in
matters of corporate law and who shall not have otherwise performed services for the Company, the
Board or any individual officer or director within the last five years.



(g) “Related Entity” means any corporation, limited liability company, partnership, joint
venture, trust, employee benefit plan or other enterprise or entity of which such person is or was
serving at the request of the Company or any of its Affiliates as a director, officer, employee,
agent, independent contractor, shareholder, member, partner, trustee, manager or fiduciary.



(h) “Reviewing Party” means (1) a quorum of the Board consisting of directors who are not a
party to the Claim at issue; (2) a committee designated by the Board (in which directors who are
parties to the Claim at issue may participate) consisting of at least two members of the Board who
are not a party to the Claim at issue; or (3) Independent Legal Counsel, selected by the group
described in clause (1), or if such group cannot be constituted, then the committee described in
clause (2), or if such committee cannot be constituted, then the Board (including the participation
of directors who are parties to the Claim at issue).



2. Indemnification; Advancement of Expenses.



(a) In the event Indemnified Party was, is or becomes a party to or witness or other
participant in, or is threatened to be made a party to or witness or other participant in, a Claim
by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify
Indemnified Party to the fullest extent permitted by law as soon as practicable but in any event no
later than 30 days after written demand is presented to the Company, against any and all
Indemnifiable Amounts.



(b) Indemnified Party shall notify the Company in writing promptly and in any event within 30
days after the Indemnified Party has actual knowledge of any Claim. The notice shall include a
detailed written description of the Claim, the Indemnifiable Event and the facts giving rise
thereto, together with the Indemnifiable Amount or an estimate of the Indemnifiable Amount arising
therefrom.



(c) If so requested by Indemnified Party, the Company shall advance (within 10 business days
of such request) any and all Expenses incurred by Indemnified Party (an “Expense Advance”). The
Company shall, in accordance with such request (but without duplication), either (i) pay such
Expenses on behalf of Indemnified Party, or (ii) reimburse Indemnified Party for such Expenses.
Indemnified Party’s right to an Expense Advance is absolute and shall not be subject to any prior
determination by the Reviewing Party that Indemnified Party has satisfied any applicable standard
of conduct for indemnification.



(d) Notwithstanding anything in this Agreement to the contrary, Indemnified Party shall not be
entitled to indemnification or any Expense Advances pursuant to this Agreement (i) in connection
with any Claim initiated by Indemnified Party against the Company or any director or officer of the
Company unless (x) the Company has joined in or the Board has authorized or consented to the
initiation of such Claim, or (y) the Claim is one to enforce Indemnified Party’s rights under this
Agreement; or (ii) on account of any suit in which judgment is rendered against Indemnified Party
pursuant to Section 16(b) of the Exchange Act for an accounting of profits made from the purchase
or sale by the Indemnified Party of securities of the Company.



(e) (1) Notwithstanding the foregoing, (i) the indemnification obligations of the Company
under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have
determined (in a written opinion, in any case in which Independent Legal Counsel is involved) that
Indemnified Party would not be permitted to be indemnified under applicable law, and (ii) the
obligation of the Company to make an Expense Advance pursuant to Section 2(c) shall be subject to
the condition that, if, when and to the extent that the Reviewing Party determines that Indemnified
Party would not be permitted to be so indemnified under applicable law, the Indemnified Party
shall reimburse the Company for all such amounts theretofore paid, subject to Section 2(e)(3)
below. The parties agree that the foregoing agreement by Indemnified Party shall be deemed to
satisfy any requirement that Indemnified Party provide the Company with an undertaking to repay any
Expense Advance if it is ultimately determined that Indemnified Party is not entitled to
indemnification under applicable law. Indemnified Party’s undertaking to repay such Expense
Advances shall be unsecured and interest-free.



(2) If there has been no determination by the Reviewing Party, or if the Reviewing Party
determines that Indemnified Party would not be permitted to be indemnified in whole or in part
under applicable law, Indemnified Party shall have the right to commence litigation seeking an
initial determination by the court or challenging any determination by the Reviewing Party or any
aspect thereof, including the legal or factual bases therefor. The Company hereby consents to
service of process and to appear in any such proceeding. The basis of such indemnification by
virtue of a court determination shall be a determination by such court that indemnification of
Indemnified Party is proper in the circumstances because Indemnified Party has met the applicable
standard of conduct. If successful, in whole or in part, Indemnified Party shall also be entitled
to be paid the Expenses of prosecuting such litigation. Absent such litigation, any determination
by the Reviewing Party shall be conclusive and binding on the Company and Indemnified Party.



(3) If Indemnified Party commences legal proceedings in a court of competent jurisdiction as
described in Section 2(e)(2) above to secure a determination that Indemnified Party should be
indemnified under applicable law, Indemnified Party shall not be required to reimburse the Company
for any Expense Advance until a final judicial determination is made with respect thereto (as to
which all rights of appeal therefrom have been exhausted or lapsed).



3. Indemnification for Additional Expenses.



The Company shall indemnify Indemnified Party against any and all Expenses and, if requested
by Indemnified Party, shall provide such Expense Advances to Indemnified Party subject to and in
accordance with Section 2(c), which are incurred by Indemnified Party in connection with any action
brought by Indemnified Party for (i) indemnification or payment of Expense Advances by the Company
under this Agreement or the Bylaws now or hereafter in effect, and/or (ii) recovery under any
directors’ and officers’ liability insurance policies maintained by the Company, regardless of
whether Indemnified Party ultimately is determined to be entitled to such indemnification, Expense
Advance or insurance recovery, as the case may be.



4. Partial Indemnity, Etc.



If Indemnified Party is entitled under any provision of this Agreement to indemnification by
the Company for some or a portion of the Expenses or other Indemnifiable amounts in respect of a
Claim but not, however, for the total amount thereof, the Company shall nevertheless indemnify
Indemnified Party for the portion thereof to which Indemnified Party is entitled. Moreover,
notwithstanding any other provision of this Agreement, to the extent that Indemnified Party has
been successful on the merits or otherwise in defense of any or all Claims relating in whole or in
part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal
without prejudice, Indemnified Party shall be indemnified against all Expenses incurred in
connection therewith.



5. Witness Expenses.



The Company agrees to compensate Indemnified Party for the reasonable value of Indemnified
Party’s time spent, and to reimburse Indemnified Party for all Expenses incurred by Indemnified
Party, in connection with being a witness, or if Indemnified Party is threatened to be made a
witness, with respect to any Claim involving the Company to which Indemnified Party is not a party.



6. No Presumptions.



For purposes of this Agreement, the termination of any Claim by judgment, order, settlement
(whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its
equivalent, shall not create a presumption that Indemnified Party did not meet any particular
standard of conduct or have any particular belief or that a court has determined that
indemnification is not permitted by applicable law. In addition, neither the failure of the
Reviewing Party to have made a determination as to whether Indemnified Party has met any particular
standard of conduct or had any particular belief, nor an actual determination by the Reviewing
Party that Indemnified Party has not met such standard of conduct or did not have such belief,
prior to the commencement of legal proceedings by Indemnified Party to secure a judicial
determination that Indemnified Party should be indemnified under applicable law shall be a defense
to Indemnified Party’s claim or create a presumption that Indemnified Party has not met any
particular standard of conduct or did not have any particular belief.



7. Nonexclusivity, Etc.



The rights of Indemnified Party hereunder shall be in addition to any other rights Indemnified
Party may have under the Bylaws, applicable law or otherwise. To the extent that a change in
applicable law (whether by statute or judicial decision) permits greater indemnification by
agreement than would be afforded currently under the Bylaws or this Agreement, it is the intent of
the parties hereto that Indemnified Party shall enjoy by this Agreement the greater benefits so
afforded by such change.



8. Liability Insurance.



The Company shall maintain an insurance policy or policies providing directors’ and officers’
liability insurance meeting the requirements established by the Board from time to time.
Indemnified Party shall be covered by such policy or policies, in accordance with its or their
terms, to the maximum extent of the coverage available for any director or officer of the Company,
whether or not the Company would have the power to indemnify Indemnified Party against such
liability under the provisions of this Agreement or applicable law.



9. Amendments, Etc.



No supplement, modification or amendment of this Agreement shall be binding unless executed in
writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall
be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor
shall such waiver constitute a continuing waiver. Except as specifically provided herein, no
failure to exercise or any delay in exercising any right or remedy hereunder shall constitute a
waiver thereof.



10. Subrogation.



In the event of payment under this Agreement, the Company shall be subrogated to the extent of
such payment to all of the rights of recovery of Indemnified Party, who shall execute all papers
reasonably required and shall do everything that may be reasonably necessary to secure such rights,
including the execution of such documents necessary to enable the Company effectively to bring suit
to enforce such rights.



11. No Duplication of Payments.



The Company shall not be liable under this Agreement to make any payment in connection with
any Claim made against Indemnified Party to the extent Indemnified Party has otherwise actually
received payment (under any insurance policy, the Bylaws or otherwise) of the amounts otherwise
indemnifiable hereunder.



12. Defense of Claims.



The Company shall be entitled to participate in the defense of any Claim relating to an
Indemnifiable Event or to assume the defense thereof, with counsel reasonably satisfactory to
Indemnified Party; provided that if Indemnified Party believes, after consultation with counsel
selected by Indemnified Party, that (i) the use of counsel chosen by the Company to represent
Indemnified Party would present such counsel with an actual or potential conflict of interest,
(ii) the named parties in any such Claim (including any impleaded parties) include both the
Company and Indemnified Party and Indemnified Party concludes that there may be one or more legal
defenses available to him or her that are different from or in addition to those available to the
Company, or (iii) any such representation by such counsel would be precluded under the applicable
standards of professional conduct then prevailing, then Indemnified Party shall be entitled to
retain separate counsel (but not more than one law firm plus, if applicable, local counsel in
respect of any particular Claim) at the Company’s expense. The Company shall not waive any
privilege or right available to Indemnified Party in any such Claim without Indemnified Party’s
prior written consent. The Company shall not be liable to Indemnified Party under this Agreement
for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without
the Company’s prior written consent. The Company shall not, without the prior written consent of
Indemnified Party, effect any settlement of any Claim relating to an Indemnifiable Event which
Indemnified Party is or could have been a party unless such settlement solely involves the payment
of money and includes a complete and unconditional release of Indemnified Party from all liability
on all claims that are the subject matter of such Claim. Neither the Company nor Indemnified Party
shall unreasonably withhold its or his or her consent to any proposed settlement; provided that
Indemnified Party may withhold consent to any settlement that does not provide a complete and
unconditional release of Indemnified Party. If Indemnified Party is the subject of or is
implicated in any way during any proceeding, the Company will share with Indemnified Party any
information it has turned over to any third parties concerning the proceeding.



13. Binding Effect, Etc.



This Agreement shall be binding upon and inure to the benefit of and be enforceable by the
parties hereto and their respective successors (including any direct or indirect successor by
purchase, merger, consolidation or otherwise to all, substantially all, or a substantial part, of
the business and/or assets of the Company), assigns, spouses, heirs, executors and personal and
legal representatives. The Company shall require and cause 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, by written agreement in form and substance satisfactory to
Indemnified Party and his or her counsel, expressly to assume and agree to perform this Agreement
in the same manner and to the same extent that the Company would be required to perform if no such
succession had taken place. This Agreement shall continue in effect regardless of whether
Indemnified Party continues to serve as an officer and/or director of the Company, an Affiliate or
a Related Entity.



14. Severability.



The provisions of this Agreement shall be severable in the event that any of the provisions
hereof (including any provision within a single section, paragraph or sentence) are held by a court
of competent jurisdiction to be invalid, void or otherwise unenforceable in any respect, and the
validity and enforceability of any such provision in every other respect and of the remaining
provisions hereof shall not be in any way impaired and shall remain enforceable to the fullest
extent permitted by law. Furthermore, to the fullest extent possible, the provisions of this
Agreement (including, without limitation, each portion of this Agreement containing any provision
held to be invalid, void or otherwise unenforceable, that is not itself invalid, void or
unenforceable) shall be construed so as to give effect to the intent manifested by the provision
held invalid, illegal or unenforceable.



15. Counterparts.



This Agreement may be executed in one or more counterparts, each of which shall for all
purposes be deemed to be an original but all of which together shall constitute one and the same
agreement. Only one such counterpart signed by the party against whom enforceability is sought
needs to be produced to evidence the existence of this Agreement.



16. Headings.



The headings of the sections and paragraphs of this Agreement are inserted for convenience
only and shall not be deemed to constitute part of this Agreement or to affect the construction or
interpretation thereof.



17. Governing Law.



This Agreement shall be governed by and construed and enforced in accordance with the laws of
the State of Florida applicable to contracts made and to be performed in such state without giving
effect to the principles of conflicts of laws.



18. Venue; Process.



The parties agree that the exclusive jurisdiction and venue in any action brought pursuant to
this Agreement to enforce its terms or otherwise shall properly lie in any state or federal court
situated in Duval County, Florida with proper subject matter jurisdiction thereof. The parties
agree that they will not object to any action commenced in the foregoing jurisdiction on the basis
of forum non conveniens. The parties further agree that the mailing by certified or registered
mail, return receipt requested, of any process required by any such court shall constitute valid
and lawful service of process against them, without the necessity for service by any other means
provided by statute or rule of court.



19. Allowance for Compliance with SEC Requirements.



Indemnified Party acknowledges that the Securities and Exchange Commission (“SEC”) has
expressed the opinion that indemnification of directors and officers from liabilities under the
Securities Act of 1933 (the “1933 Act”) is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable. Indemnified Party hereby agrees that it will not be a breach of this
Agreement for the Company to undertake with the SEC in connection with the registration for sale of
any stock or other securities of the Company from time to time that, in the event a claim for
indemnification against such liabilities (other than the payment by the Company of Expenses
incurred or paid by a director or officer of the Company in the successful defense of any action,
suit or proceeding) is asserted in connection with such stock or other securities being registered,
the Company will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of competent jurisdiction on the question of whether or not such
indemnification by it is against public policy as expressed in the 1933 Act and will be governed by
the final adjudication of such issue. The Indemnified Party further agrees that such submission to
a court of competent jurisdiction shall not be a breach of this Agreement.



IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.



THE ST. JOE COMPANY



By:

Name:

Title:




INDEMNIFIED PARTY