exv10w11






Exhibit 10.11




FIRST AMENDMENT TO




EMPLOYMENT AGREEMENT




     This FIRST AMENDMENT to the Employment Agreement (the “Agreement”) dated April 1, 1999 by and
between STEPHEN W. SOLOMON (“Employee”) and THE ST. JOE COMPANY, a Florida corporation (the
“Company”), shall be effective as of January 1, 2008.



     WHEREAS, the Company and the Employee previously entered into the Agreement in order to
establish the terms and conditions of the Employee’s employment with the Company;



     WHEREAS, as a result of the enactment of Section 409A of the Internal Revenue Code of 1986, as
amended (the “Code”), the Company and the Employee desire to amend the Agreement in order that its
provisions comply with the requirements of such Code section, including, without limitation, the
time and form of payment requirements of Code Section 409A;



     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 Employee and the Company, intending to be legally bound, hereby amend the Agreement as follows:



     1. Section 9 of the Agreement shall be amended by adding the following to the end of the first
subsection thereof:




“The amount to which you are entitled under the preceding sentence shall be paid to you in
a lump sum within eight days after the date on which your employment with the Company
terminates, the actual date of payment within such eight-day period to be determined by the
Company in its sole discretion, provided, however, that if you are a “specified employee”
within the meaning of Section 409A(a)(2)(B)(i) of the Code as of the date of your
termination, then such amount shall be paid instead to you in a lump sum on the earlier of
(x) the date which is six months following his date of termination and (y) the date of the
Employee’s death, and not before.”



     2. Section 9 of the Agreement shall be amended by adding the following to the end of the
second subsection thereof:




For purposes of the preceding sentence, the term “disability insurance coverage” shall have
the same meaning as “disability coverage” as provided in §31.3121(v)(2)-1(b)(4)(iv)(C) of
the U.S. Treasury Regulations, as modified, however, by the U.S. Treasury Regulations for
Section 409A of the Code, it being intended that the disability insurance coverage to which
you are entitled



 









 







hereunder shall not constitute “deferred compensation” subject to Code Section 409A. Any
health insurance coverage provided by the Company pursuant to this Section 9 shall either
be excludible from gross income pursuant to Code sections 105 or 106 or paid for by you on
an after-tax basis.”



     3. The Agreement shall be amended by adding the following new Section 17 immediately after
Section 16:




17. Determination of Specified Employee. For any amount payable hereunder, the
determination of whether you are a “specified employee” within the meaning of Section
409A(a)(2)(B)(i) of the Code as of the date of your termination shall be determined by the
Company under procedures adopted by the Company.”



     IN WITNESS WHEREOF, the Employee and the Company have executed and delivered this First
Amendment on the date(s) set forth below, but effective as of the date set forth above.



	 	 	 	 	 
	 	THE ST. JOE COMPANY

 	 
	Date: January 12, 2009 	By:  	/s/ Rusty Bozman
 	 
	 	 	Rusty Bozman 	 
	 	 	Vice President -- Human Resources 	 
	 
	 	EMPLOYEE

 	 
	Date: December 31, 2008 	/s/ Stephen W. Solomon
 	 
	 	Stephen W. Solomon 	 
	 	 	 
	 




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