Exhibit 10.17
FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
This FIRST AMENDMENT to the
Employment Agreement (the “Agreement”) entered into as
of July 27, 2006 by and between
(“Executive”) and THE ST. JOE COMPANY , a
Florida corporation (the “Company”), shall be effective
as of January 1, 2008.
WHEREAS, the Company and the
Executive previously entered into the Agreement in order to
establish the terms and conditions of the Executive’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 Executive
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 Executive and the Company, intending to
be legally bound, hereby amend the Agreement as follows:
1. Section 4.2 of the
Agreement shall be amended by revising the last sentence of
Section 4.2 so that as amended, the last sentence of
Section 4.2 shall read as follows:
“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 have timely
elected to defer the receipt of such Annual Bonus pursuant to the
terms and conditions of a nonqualified deferred compensation plan
maintained by the Company.”
2. Section 6.1(b) of the
Agreement shall be amended so that as amended, Section 6.1(b)
shall read as follows:
“(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
– i.e., between January 1 and March 15 of the year
following the year for which the Annual Bonus is payable;
and”
3. The last paragraph of
Section 6.1 of the Agreement shall be amended so that as
amended, the last paragraph of Section 6.1 shall read as
follows:
“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 death or disability benefits at least equal to
the most favorable death or disability 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.
For purposes of the preceding sentence, the terms “death
benefits” and “disability benefits” shall have
the same meanings 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 amounts to which the Executive or the
Executive’s family shall be entitled under the preceding
sentence shall not constitute “deferred compensation”
subject to Code Section 409A.”
4. Section 6.4(a) of the
Agreement shall be amended so that as amended, Section 6.4(a)
shall read as follows:
“(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, provided,
however, that if Executive is a “specified employee”
within the meaning of Section 409A(a)(2)(B)(i) of the Code as of
the Date of Termination, then any such amounts payable under this
Section 6.4(a) shall be paid instead to the Executive 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
Executive’s death, and not before;”
5. Section 6.4(b) of the
Agreement shall be amended so that as amended, Section 6.4(b)
shall read as follows:
“(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 – i.e., between
January 1 and March 15 of the year following the year for
which the Annual Bonus is payable, provided however, that if
Executive is a “specified employee” within the meaning
of Section 409A(a)(2)(B)(i) of the Code as of the Date of
Termination, then any such amounts payable under this
Section 6.4(b) shall in no event be paid any earlier than the
earlier of (x) the date which is six months following his Date
of Termination and (y) the date of the Executive’s
death, and not before;”
6. Section
