ENGAGEMENT AGREEMENT

EXHIBIT 10.1

ENGAGEMENT AGREEMENT

THIS AGREEMENT is made the 15 day of January 2008.

BETWEEN: CONSOLIDATED WATER CO. LTD.,

a Cayman Islands company having its registered office at
Regatta Office Park, Windward 3, 4^th Floor, Xxxx Xxx Xxxx
X.X. Xxx 0000, Xxxxx Xxxxxx XX0-0000, B.W.I.
(the “Company”)

AND: XXXXX X. XXXXXXX

of 00000 XX 00xx Xxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000
(the “CFO”)

IT IS HEREBY AGREED:

Engagement

1.		The CFO is engaged as Executive Vice President and Chief Financial Officer of the Company from the 1st day of January 2008 to the 31st day of December, 2009 (the “Term”) subject to the termination provisions set out in Clauses 19 and 20 and to the extension provisions set out in Clause 22.
2.		The CFO is a Director of the Company and, subject to re-election by the shareholders from time to time, must remain so, for the duration of this Agreement, on the same terms as other Executive Directors of the Company.

Remuneration

3.		The CFO’s remuneration will be US$221,000.00 per annum, payable monthly in arrears (the “Base Salary”).
4.		In addition, during the Term of this Agreement, the Company will pay the cost of providing medical insurance in the United States, with coverage reasonably equivalent to that generally provided for the Company’s Cayman Islands employees from time to time, for the CFO and his immediate family.

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5.		In addition, during the Term of this Agreement, the Company will make all statutory payroll contributions required of employers in the United States, including but not limited to FICA, Medicare, SUI, and WC in respect of the CFO to the appropriate United States regulatory agencies as mandated by applicable United States laws.
6.		As of January 1st each year, the CFO’s Base Salary will be reviewed by the Chief Executive Officer (“CEO”) who may grant an increase but must not reduce the CFO’s Base Salary below the level set out in Clause 3 or in the immediately preceding year, whichever is applicable.
7.		If by not later than March 31st in each calendar year commencing with the year 2008, the CFO and the CEO have agreed to Performance Goals for that calendar year, and if such Performance Goals are met for that year, then the Company must pay to the CFO a Performance Bonus for that year in an amount not less than 25% of the CFO’s Base Salary for that calendar year as adjusted by Clause 6. The Board of Directors, in its sole and absolute discretion, and taking into consideration the recommendations of the CEO, if any, may determine to pay a larger Performance Bonus. In any calendar year that all of the Performance Goals are not met, the Board of Directors, in its sole and absolute discretion, and taking into consideration the recommendations of the CEO, if any, may, but is not obligated to, pay the CFO a Performance Bonus in an amount determined by the Board of Directors. The Performance Bonus must be paid entirely in cash.
		The Performance Bonus, if any, calculated as above for a calendar year must be paid not later than the following 28th February or within 14 days after the first directors’ meeting of the Company for that following year, whichever is later.
8.		Subject to approval of the members of the Company at the Company’s next Annual General Meeting and of the Committee to be set up to administer the Company’s Equity Incentive Plan (“the Plan”), the CFO will participate in the Plan and will be granted as at November 30 2007 (“the Grant Date”) an option to purchase 22,200 ordinary shares of the Company (subject to adjustment in accordance with the Plan) at the closing price of the Company’s ordinary shares on the primary listing exchange on the Grant Date. The option will vest in tranches of 7,400 shares each on January 1 2009, January 1 2010, and January 1 2011 (“the Vesting Dates”), and each may be exercised by the CFO in accordance with the Plan and subject to Clause 21, no more than three years from the relevant Vesting Date, after which the option in respect of that tranche will expire. If the Company’s shareholders do not approve the Plan or the Committee does not approve the grant to the CFO, then the Company must within thirty days of the Annual General Meeting pay the CFO a lump sum equal to 25% of his Base Salary.
9.		During the first calendar year of this Agreement, the Company will provide the CFO with a monthly automobile expense allowance of US$850. This monthly automobile allowance will increase on January 1 of each subsequent calendar year by US$50 per month (or US$600 per year) during the term of this Agreement.

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Responsibilities

10.		The CFO’s work will be performed mainly in South Florida, United States of America.
11.		The CFO must devote the whole of his business time and attention to perform his duties hereunder and must use his best endeavours to promote the Company’s interests and welfare. These duties include responsibility for certain administrative functions in the U.S and providing financial advice and assistance to the CEO.
		As Chief Financial Officer, the CFO will generally provide strategic and operational direction to the Company’s financial function and assist the Board and senior management in establishing financial and operating strategic objectives and policies to ensure attainment of corporate objectives.
		In this regard, the CFO must perform the duties commonly performed by a Chief Financial Officer of a United States publicly listed company which duties include, in conjunction with reasonable and appropriate subordinate staff to be provided by the Company, the following:-

	(a)		maintaining the accounts of the Company, its wholly-owned subsidiaries and managed affiliates (collectively “the Group”);
	(b)		managing subordinate staff in the Group’s accounting, information technology, and purchasing departments;
	(c)		preparing all annual and quarterly financial reports to be filed with the U.S. SEC in a timely manner, including financial statements and disclosures included in management’s discussion and analysis;
	(d)		preparing financial information required for U.S. SEC or other regulatory agency filings relating to the issue by the Company of debt and/or equity, including historical financial data, pro forma financial statements, financial projections and other financial data included in the filings;
	(e)		liaising with the Group’s independent accountants and internal auditors and the Company’s Audit Committee, and promptly preparing and communicating all information requested by the independent accountants, internal auditors and the Audit Committee during the course of the annual audit, quarterly reviews, or any other review;
	(f)		preparing monthly management accounts and analytical analysis of monthly performance versus projections and prior periods for presentation to management and the Board of Directors;
	(g)		preparing financial and other reports for various government, local government and regulatory agencies as required in the operating licences of the Group Companies, and communicating that information to the CEO and the applicable regulatory bodies;
	(h)		monitoring Group compliance with debt security documentation, contracts and Licenses and preparing bank covenant compliance calculations for the Group, as

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			required in the Company’s loan agreements, from time to time, and communicating that information to the CEO and the applicable banks;
	(i)		preparing and maintaining the consolidated budget for the Group;
	(j)		assessing, establishing and maintaining the Group’s disclosure controls and procedures (as defined in Rule 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”);
	(k)		assessing, establishing and maintaining the Group’s internal control over financial reporting procedures (as defined in Rule 15d-15(f) of the 1934 Act;
	(l)		overseeing the supervision of subordinate accounting and administrative personnel, including work allocation, training, and problem resolution; evaluating performance and making recommendations for personnel actions; motivating employees to achieve peak productivity and performance;
	(m)		maintaining the Company’s share register, for all classes of shares, outstanding stock options, and warrants, and liaising with the Company’s stock transfer agent; and
	(n)		carrying out all duties reasonably required of and assigned to him by the CEO, which he must discharge in accordance with directions of the CEO.

The CFO must perform his duties under this Agreement during normal business hours from Monday to Friday inclusive (except on public holidays) but he accepts that his duties, which include travelling on the Company’s business both within the United States of America and abroad, may, from time to time, require work to be undertaken on Saturdays, Sundays and public holidays.

The CFO must directly report to the CEO, diligently follow and implement all management policies and decisions which the CEO communicates to him, prepare and forward in a timely manner all reports and accountings requested by the CEO, the Board of Directors, or any statutory body having regulatory authority over the Company and/or its subsidiaries, and will generally be responsible for the Company’s financial management and administration functions.

Except when required to do so by law, the CFO must not directly or indirectly knowingly engage in any activities or work which the Board deems to be detrimental to the best interests of the Company.

The Company and the CFO will enter into an indemnification agreement identical to that approved at the August 11, 2004 Annual General Meeting of the Company.

12. In case of inability to work due to illness or injury, the CFO must notify the Company immediately and produce a medical certificate for any absence longer than three working days.

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13. The CFO is entitled to up to ten (10) days sick leave per year (but not more than three consecutive days at any time) without a medical certificate.

Holidays

14. The CFO is entitled, during every calendar year to the following holidays during which his remuneration will continue to be payable:

	(a)		all public holidays in the United States of America but not in the Cayman Islands unless the CFO is in the Islands on Company business over a Cayman public holiday, and
	(b)		four (4) weeks vacation to be taken at a time to be approved by the CEO.

Reimbursement of Expenses/Fees Earned

15. (a) All expenses for which the CFO claims reimbursement must be in accordance with any policies established by the Company from time to time and must be within the operating budgets approved by the Board of Directors. The Company must reimburse the CFO for the costs incurred by the CFO in his performance of his duties and responsibilities under this Agreement upon production of the necessary vouchers or, if he is unable to produce vouchers, on the CFO proving, to the CEO’s satisfaction, the amount he has spent for those purposes.

(b) All fees and payments received by the CFO for or in relation to acting as director or officer of a subsidiary or affiliate of the Company will be the property of the Company and the CFO must account to the Company for them.

Non-Competition

16. The CFO agrees, as a separate and independent agreement, that he will not during any period for which he has been remunerated under this Agreement, whether for his own account or for the account of any other person, firm or company, either alone or jointly with or as manager, agent for or employee of or as consultant to any person, company or firm, directly or indirectly, carry on or be engaged or concerned or interested in any person firm or entity who conducts business identical to or similar to that conducted by the Group in any jurisdiction in which the Group carries on business (whether directly or indirectly).

Company Information, Documents, Confidentiality, and Non-Solicitation

17. (a) All information, documents, books, records, notes, files, memoranda, reports, customer lists and other documents, and all copies of them, relating to the Group’s business or opportunities which the CFO keeps, prepares or conceives or which become known to him or which are delivered or disclosed to him or which, by any means come into his possession, and all the Group’s property and equipment are and will remain the Group’s sole and

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		exclusive property both during the term of this Agreement and after its termination or expiration;
		(b) If this Agreement is terminated for any reason, or if the Company at any time requests, the CFO must promptly deliver to the Company the originals and all copies of all relevant documents that are in his possession, custody or control together with any other property belonging to the Group. Should the CFO afterwards require access to copies of such documents for any reasonable purpose, the Company must provide them at his request;
		(c) The CFO must not, at any time during the Term of this Agreement or within one year after its termination or expiration, either for his own account or for the account of any other person, firm or company, solicit, interfere with or endeavour to entice away from the Group any person, firm or company who, at any time during the currency of this Agreement were employees, customers or suppliers of or were in the habit of dealing with the Group.
18.		Except where such information is a matter of public record or when required to do so by law, the CFO must not, either before or after this Agreement ends, disclose to any person any information relating to the Group or its customers of which he becomes possessed while acting as the CFO.

Termination

19. At the option of the Company, this Agreement will terminate and, except to the extent previously accrued, all rights and obligations of both parties under it will cease if the CFO:

	(a)		dies; or
	(b)		is convicted of any felony (whether or not relating to the Company or its subsidiaries or affiliates).

20.		(a) The Company may terminate this Agreement forthwith if the CFO knowingly commits any act or omission that could reasonably be expected to result in material harm to the business or reputation of the Company or any of its subsidiaries or affiliates, which failure and/or conduct continues un-remedied for ten (10) days after written notice from the CEO to the CFO setting forth in reasonable detail a description of such conduct, or otherwise conducts himself in a manner that would justify immediate dismissal of an employee in accordance with Section 51(1)(a)1 of the Labour Law and, except to the extent previously accrued, all rights and obligations of both parties under this Agreement will cease.
		(b) If through physical or mental illness, the CFO is unable to discharge his duties for sixty (60) successive days, as to which a certificate by any doctor appointed by the Company will be conclusive, then

1. the CFO will be relieved of his duties, his salary reduced to US$1,000.00 per annum and his bonus entitlement suspended, but

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2. the Company will continue to pay the full cost of providing medical insurance for the CFO and his wife and minor children,

until the CFO is able once again to resume his duties in full.

If this incapacity continues for a period of one year (including the 60-day period referred to above) the CFO’s employment will be deemed to have been terminated by mutual consent at the expiration of that period.

(c) The CFO may give six (6) months written notice of termination to the Company and if he does so, this Agreement will terminate at the expiration of that period and, except to the extent previously accrued, all rights and obligations of both parties under it will cease.

¹ Sections 51 – 53 (inclusive) of the Labour Law (2001 Revision) are attached

21.		If this Agreement is terminated by the CFO in accordance with Clause 20(c) or by the Company in accordance with Clause 20(a) or in accordance with Sections 51(1)(b)1, 51(1)(c)1 or 51(1)(f)1 of the Labour Law, all unvested tranches of the option granted to the CFO pursuant to Clause 8 will be forfeited by the CFO as of the date of service of the notice of termination. If this Agreement is otherwise terminated or in the event of a Change in Control, as defined below, during the term of this Agreement, all unvested tranches of the option granted to the CFO pursuant to Clause 8 will vest immediately.
		If there is a Change of Control of the Company, then the CFO, at his option, may terminate this Agreement upon one-hundred and twenty (120) days’ prior written notice (the “Notice Period”) to the Company after the Change in Control. In that event, the Company must pay the CFO on the last business day of the Notice Period in cash in one lump sum an amount equal to three times the CFO’s then-current Base Salary. The parties agree that this paragraph is subject to modification if required by the final regulations to be issued under Section 409A of the United States Internal Revenue Code.
		For the purposes of this Agreement, a “Change of Control” will be deemed to have taken place if: (i) any person, including a “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, publicly announces that such person or group has become the beneficial owner of more than 30% of the combined voting power (“Controlling Voting Power”) of the then outstanding securities of the Company that may be cast for the election of directors of the Company and (ii) the persons who were directors of the Company before such event cease to constitute a majority of the Board of Directors of the Company, or any successor to the Company, as the direct or indirect result of any person or group acquiring Controlling Voting Power.

Extension

22. On or before August 31^st of each year during the Term of this Agreement (or any extension of it), the CEO must determine whether to extend the Term of this Agreement, and if the

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CEO so determines, the term of this Agreement will be extended such that the term will continue for two (2) years from January 1^st of the next following year.

If the CEO or Company determines not to extend the Agreement in any year, the Term of this Agreement will expire on December 31^st of that year and the Company, on that latter date, must pay to the CFO, in cash, a severance payment equal to the CFO’s Base Salary for that year as adjusted by Clause 6.

Notices

23. Any notice to be served under this Agreement must be in writing and will be deemed to be duly served if it is handed personally to the Secretary of the Company or to the CFO as the case may be, or if it is sent by registered post to the address at the head of this Agreement. A notice sent by post will be deemed to be served on the third day following the date on which it was posted.

Previous Agreements Superseded

24. This Agreement supersedes as of January 1^st 2008 all prior contracts and understandings between the parties relating to its subject-matter except that benefits earned or accrued under any such prior contracts are not extinguished or affected.

Waiver

25. No change or attempted waiver of any of the provisions of this Agreement will be binding unless in writing and signed by the party against whom it is sought to be enforced.

Severability of Provisions

26. Whenever possible, each provision of this Agreement must be interpreted in such manner as to be effective and valid. If any provision of this Agreement or the application of it is prohibited or is held to be invalid, that prohibition or invalidity will not affect any other provision, or the application of any other provision which can be given effect without the invalid provision or prohibited application and, to this end, the provisions of this Agreement are declared to be severable.

Headings

27. The headings are included for convenience only and have no legal effect.

Applicable Law and Jurisdiction

28. This Agreement must be construed and the legal relations between the parties determined in accordance with the laws of the Cayman Islands to the jurisdiction of the courts of which the parties agree to submit. The CFO appoints Xxxxx Xxxxx (“the Process Agent”) whose address at the date of this Agreement is P.O. Box 1114 GT, Grand Cayman, Cayman Islands, his agent in the Cayman Islands to receive on his behalf service of copies of the summons and complaint and any other process which may be served

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in any action or proceeding under this Agreement. Service may be made by personally serving the Process Agent at the Process Agent’s above address, with a copy to the CFO at his address above, and the CFO irrevocably authorises and directs the Process Agent to accept such service on his behalf.

EXECUTED for and on behalf of			)			CONSOLIDATED WATER CO. LTD.
CONSOLIDATED WATER CO. LTD.			)
By:			)
in the presence of:			)
			)
/s/ Xxxxxx Xxxxxx			)			/s/ Xxxxxxxxx X. XxXxxxxxx
Witness			)
EXECUTED by XXXXX XXXXXXX			)
in the presence of:			)
			)
			)
			)
/s/ Xxxxxxx Xxxxxxx			)			/s/ Xxxxx Xxxxxxx
Witness						XXXXX XXXXXXX

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