FIRST AMENDMENT TO
SEVERANCE AGREEMENT
This FIRST
AMENDMENT to the Severance Agreement (the “Severance
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 Severance
Agreement in order to provide for severance benefits to the
Employee in certain circumstances if Employee’s employment
with the Company terminated in connection with a Change in
Control;
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 Severance 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
Severance Agreement as follows:
1. Section 6
of the Severance Agreement shall be amended by adding the following
sentence to the end thereof as flush language:
“Notwithstanding anything in this
Section 6 to the contrary, if Employee is a “specified
employee” within the meaning of Section 409A(a)(2)(B)(i)
of the Code as of the date of his termination, then the lump sum
amount payable to the Employee under this Section 6 shall be
paid instead to the Employee 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 7
of the Severance Agreement shall be amended by adding the following
sentence to the end thereof as additional flush
language:
“Notwithstanding anything in this
Section 7 to the contrary, if Employee is a “specified
employee” within the meaning of Section 409A(a)(2)(B)(i)
of the Code as of the date of his termination, then the lump sum
amount payable to the Employee under this Section 7 shall be
paid instead to the Employee 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.”
