0000950135-09-001116 Sample Contracts

SEVERANCE AGREEMENT
Severance Agreement • February 24th, 2009 • St Joe Co • Land subdividers & developers (no cemeteries) • Florida

THIS AGREEMENT is entered into as of April 1, 1999, by and between Stephen W. Solomon (the “Employee”) and THE ST. JOE COMPANY, a Florida corporation (the “Company”).

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SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • February 24th, 2009 • St Joe Co • Land subdividers & developers (no cemeteries) • North Carolina

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as of the 20th day of February, 2009, by and among THE ST. JOE COMPANY, a Florida corporation, ST. JOE TIMBERLAND COMPANY OF DELAWARE, L.L.C., a Delaware limited liability company, ST. JOE FINANCE COMPANY, a Florida corporation, ST. JOE RESIDENTIAL ACQUISITIONS, INC., a Florida corporation, the LENDERS listed on the signature pages hereof and BRANCH BANKING AND TRUST COMPANY, as Administrative Agent.

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 24th, 2009 • St Joe Co • Land subdividers & developers (no cemeteries)

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.

FORM OF FIRST AMENDMENT TO RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • February 24th, 2009 • St Joe Co • Land subdividers & developers (no cemeteries)

This First Amendment to Restricted Stock Agreement (the “Amendment”) is entered into by and between (the “Participant”) and The St. Joe Company, a Florida corporation (the “Company”), and shall be effective upon joint execution by the parties.

FIRST AMENDMENT TO SEVERANCE AGREEMENT
Severance Agreement • February 24th, 2009 • St Joe Co • Land subdividers & developers (no cemeteries)

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.

RESTRICTED STOCK AGREEMENT Award Details:
Restricted Stock Agreement • February 24th, 2009 • St Joe Co • Land subdividers & developers (no cemeteries) • Florida

This Restricted Stock Agreement (“Agreement”) is entered into as of the Date of Grant between the Participant and The St. Joe Company, a Florida corporation (the “Company”), pursuant to the Company’s Stock Incentive Plan established for the Plan Year designated above (the “Plan”).

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