exv10w10






Exhibit 10.10




THE ST. JOE COMPANY

1650 Prudential Drive, Suite 400

Jacksonville, Florida 32201-1380




April 1, 1999




Mr. Stephen W. Solomon

4033 Woodland Creek Drive Southeast

Apartment #202

Kentwood, MI 49512



Dear Steve:




     The St. Joe Company (the “Company”) is pleased to offer you employment on the following terms.




	1.	 	Position. You will serve in a full-time capacity as Vice President — Treasurer for
St. Joe and its wholly owned subsidiaries. You will report directly to Kevin Twomey. Your
duties will include those as assigned by the CFO.






	2.	 	Salary. You will be paid a salary at the annual rate of $175,000 (the “Base
Salary”), payable in accordance with the Company’s standard payroll practices for salaried
employees. This salary will be subject to reevaluation annually in March, commencing March,
2000. It may be increased but not reduced during your employment, pursuant to the Company’s
employee compensation policies in effect from time to time. You will also receive a car
allowance of $650 per month (gross) in addition to your base salary. This allowance
constitutes the full and complete reimbursement of all car expenses by the Company. This
allowance will not be included as wages in the calculation of any 










 



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	 	 	benefits or compensation plans.






	3.	 	Annual Incentive. You will be eligible to participate in the Company’s Annual
Incentive Plan, which is based on overall corporate EBITDA and individual performance for the
calendar year with a plan award of 35% of your base salary. Your actual award will vary above
or below this percentage based on actual performance. Your award for 1999 will be prorated
based on your date of hire.






	4.	 	Stock Options. Subject to the approval of the Company’s Board of Directors
Compensation Committee, you will be granted a nonstatutory option to purchase 45,000 shares of
the Company’s Common Stock. The exercise price per share will be equal to the closing price
on the date previous to the date the Committee grants the option. You will vest 20% of the
option after 12 months of service, and the balance will vest in equal annual installments over
the next 48 months of service, as described in the applicable stock option agreement. The
option will have a 10-year term. In all respects not described in this letter, the option
will be subject to the terms and conditions of the Company’s 1998 Stock Incentive Plan (the
“Plan”) and the applicable stock option agreement.






	5.	 	Benefits. You and your family will be eligible for all benefit programs and
perquisites that are offered from time to time to similarly situated officers of the Company.










 



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	6.	 	Expense Reimbursement. You will be eligible for reimbursement of necessary and
reasonable business expenses subject to Company policy.






	7.	 	Relocation Benefits. Your relocation package will include packing and shipment of
your office and household goods from Pasadena to Jacksonville and storage for up to 90 days,
reimbursement of all reasonable and customary expenses associated with the sale of your
primary residence in Moorpark and the purchase of a primary residence in Jacksonville. This
includes reimbursement of reasonable and customary closing costs on the sale of your primary
residence not to exceed 9% of the contract sales price and origination and discount points not
to exceed 3% of your mortgage value on the purchase in Jacksonville. You will receive a cash
equivalent of a one way coach airfare from Los Angeles to Jacksonville for you and your wife
and 2 children. You will receive temporary housing (not including meals and incidentals) in a
Company apartment in Jacksonville through July 1999. This date may be extended by the
Company. You will be entitled to receive from the Company a gross-up payment equal to all
federal and state taxes imposed on the reimbursement of nondeductible relocation costs and on
the gross-up payment itself. The intent of the preceding sentence is to hold you harmless, in
an after-tax basis, from the tax impact of all reimbursements of nondeductible relocation
costs.






	8.	 	Period of Employment. Your employment with the Company will be “at will,” meaning










 



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	 	 	that either you or the Company will be entitled to terminate your employment at any time and
for any reason, with or without cause, upon 30 days’ written notice. Any contrary
representations which may have been made to you are superseded by this offer. Except for
other specific provisions of this Agreement relating to termination, this is the full and
complete Agreement between you and the Company on this term. The “at will” nature of your
employment may only be changed in an express written agreement signed by you and a duly
authorized officer of the Company.






	9.	 	Severance Pay. Notwithstanding Paragraph 8, in the event that the Company terminates
your employment without your consent for any reason other than cause or disability, you will
receive severance pay in a lump sum in an amount equal to 150% of your Base Salary at the rate
in effect at the time of your termination, plus 50% of the amount of any bonus awarded you the
prior year; less any severance payments under the Company’s standard severance program,
provided; however, if you receive or are entitled to receive payment under a severance
agreement with the Company that provides payments or benefits under a Change in Control then
no payments shall be made to you under this Paragraph 9.






     If termination of your employment is subject to this paragraph, the Company will
provide you and your family health insurance coverage, including, if applicable, COBRA
reimbursement provided in Paragraph 5, and will provide you disability insurance









 



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coverage under the applicable Company plans for a period of 12 months following
termination or until you start other full time employment, whichever is earlier.




     For purposes of this Agreement, “cause” means gross negligence, misconduct,
non-feasance, a material breach of this Agreement, conviction following final disposition of
any available appeal of a felony, or pleading guilty or no contest to a felony.




	10.	 	Termination Upon Death. In the event of your death during your employment, this
Agreement shall terminate and the Company shall only be obligated to pay your estate or legal
representative the Base Salary provided for herein to the extent earned by you prior to such
event.






     However, the Company may pay your estate or legal representative a bonus which you may
have earned prior to your death. Any rights in stock options for which you were eligible
prior to your death shall vest according to Company policy.




	11.	 	Disability. If you are unable to perform the services required of you as a result of
any disability and such disability continues for a period of 120 or more consecutive days or
an aggregate of 180 or more days during any 12-month period during your employment, the
Company shall have the right, at its option, to terminate your employment. Unless and until
so terminated, during any period of disability during which you are unable to










 



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	 	 	perform the services required of you, your salary shall be payable to the extent of, and
subject to, Company’s policies and practices then in effect with regard to sick leave and
disability benefits.






	12.	 	Insurance and Indemnification. The Company will indemnify you for your actions as a
Company employee or officer pursuant to Company policy and, prior to commencement of your
service, will confirm it has in place adequate insurance coverage acceptable to you for your
actions as a Company employee or officer.






	13.	 	Outside Activities. While employed by the Company, you will not engage in any other
employment, or business activity for compensation without the written consent of the Company.
While employed by the Company, you also will not compete with or assist any person or
organization in competing with the Company, in preparing to compete with the Company, or in
hiring any employees of the Company.






	14.	 	Withholding Taxes. All forms of compensation referred to in this Agreement are
subject to reduction to reflect applicable withhold and payroll taxes.






	15.	 	Entire Agreement. This Agreement contains all of the terms of your employment with
the Company and supersedes any prior understandings or agreements, whether oral or written,
between you and the Company.










 



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	16.	 	Amendment and Governing Law. This Agreement may only be amended or modified by an
express written agreement signed by you and a duly authorized officer of the Company. The
terms of this Agreement and the resolution of any disputes will be governed by Florida law.





       We hope that you find the foregoing terms acceptable. You may indicate your agreement with
these terms and accept this offer by signing and dating the enclosed duplicate original of this
letter and returning it to me. As required by law, your employment with the Company is also
contingent upon your providing legal proof of your identity and authorization to work in the United
States. This offer, if not accepted, will expire at the close of business on April 15, 1999.




	 	 	We look forward to having you join us on or about May 10, 1999.



If you have any questions, please call me at 904/858-5212.





	 	 	 	 	 
	 	Very truly yours,


THE ST. JOE COMPANY

 	 
	 	By:  	/s/ Michael F. Bayer
 	 
	 	 	Michael F. Bayer 	 
	 	 	Vice President

Human Resources and Administration 	 
	 


I have read and accept this employment offer:










 



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	By:

	 	/s/ Stephen W. Solomon
	 	 
	 

	 	 	 	 
	 

	 	Stephen W. Solomon	 	 






Dated: April 25, 1999