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Exhibit 10.17
EMPLOYMENT CONTRACT
THIS AGREEMENT is made the 19th day of August 1998
BETWEEN CAYMAN WATER COMPANY LIMITED, a Cayman Islands company having its
registered office at Trafalgar Place, West Bay Road, P.O. Box 1114, Xxxxxx Town,
Grand Cayman, B.W.I. ("the Company")
AND
XXXXXXX XXXXX XXXXXXXXX of P.O. Box 1114, Xxxxxx Town, Grand Cayman, B.W.I.
("The Vice President")
IT IS AGREED as follows:-
Employment
1 The Vice President is engaged as Vice President - Operations ("the
Capacities") of the Company for three (3) years commencing on the 19
August 1998 but subject to the extension provisions set out in clause
19 and subject to the termination provisions set out in clauses 16, 17
and 18.
Remuneration
2 The Vice President's salary is fixed until 31st. December, 1998 at
CI$64,085 per annum, payable monthly in arrears, less deductions
(other than for Medical Insurance) and other payments which the Company
is by law entitled or required to deduct from an employee's
remuneration.
3 The Vice President's salary will be reviewed as of each January 1st.
by the Company's Board of Directors ("the Board") who may grant an
increase but shall not reduce the Vice Presidents salary below the
level set out in Clause 2 hereof.
4 Further, for each completed financial year, beginning with the
financial year 1998, during which the Vice President serves in the
Capacities, not later than 28th. February following the end of each
financial year, the Vice President will be paid a bonus of:-
(a) 2.5% of the amount by which the net profits of the Company,
determined as aforesaid, for that financial year exceed the
highest annual net profit determined in the same manner earned
by the Company in any prior financial year.
5 The Company will be obliged to maintain medical insurance coverage, as
per the National Health Insurance Law, for the Vice President whilst he
remains in the employ of the Company.
6 The Company will be obliged to make pension contributions, as per the
Pensions Law, on behalf of the Vice President whilst he remains in the
employ of the Company.
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Area
7 The Vice President's work will be performed mainly in West Bay, Grand
Cayman. The Company reserves the right to transfer the Vice President
to any other place of business which it may establish in the Cayman
Islands.
Responsibilities
8 The Vice President must devote substantially the whole of his time to
the Company's business and must use his best endeavours to promote the
Company's interest and welfare. Except where such information is a
matter of public record or when required to do so by law he must not
either before or after this Agreement ends disclose to any person any
information relating to the Company or its customers or any
confidential information of which he becomes possessed while acting in
the Capacities.
9 The Vice President must perform the duties commonly performed by Vice
President-Operations and also the duties reasonably required of and
assigned to him in his position as Vice President and must discharge
his duties in accordance with the directions of the Board. The Vice
President must perform his duties under this Agreement during normal
business hours from Mondays to Fridays inclusive (save on bank
holidays) but he accepts that his duties, which include travelling on
the Company's business both within the Cayman Islands and abroad, may
from time to time require work to be undertaken on Saturdays, Sundays
and bank and public holidays. The Vice President must report to the
President, diligently follow and implement all management policies and
decisions which the President communicates to him, prepare and forward
in a timely manner all reports and accountings the President requests.
The Vice President will not directly or indirectly engage in any
activities or work which are deemed by the Board to be detrimental to
the best interests of the Company. Subject to any such directions and
restrictions, the Vice President will be invested with the following
powers and responsibilities:
(a) responsible for the oversight of all day to day operations of
the Company including water production, distribution, finished
water treatment, water quality monitoring, new service
installations, new pipe installations, water audit and leak
detection, scheduled maintenance, and emergency repairs;
(b) responsible for the administration of the West Bay Plant, the
Distribution Department, the New Works Department, the
Governors Harbour Plant, the Laboratory and the Water Audit
and Leak Detection Department;
(c) responsible for liaison with the Company's bulk water
suppliers on all day to day operational matters, including
demand / production coordination, scheduled and unschedules
plant down time and water quality issues;
(d) responsible for all Company engineering resources and tasks
including engineering support for all Operations Departments
and Administration, project coordination and management foe
all new works projects including pipeline additions and
improvements, water production capacity expansion, water
storage expansion and all ancillary Company equipment;
(e) responsible for the oversight of the production, maintenance
and revisions of all Company engineering drawings, including
buildings, site and Distribution System record drawings;
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(f) responsible for liaison with Administration on future demand
forecasting, budgeting and planning capital improvements for
production and distribution of water;
(g) responsible for monthly reporting to the Board through the
President on Operations and Engineering matters;
(h) responsible for all Company computer administration including
hardware maintenance, software maintenance, network
maintenance, hardware and software upgrades, back ups and
trouble shooting;
10 In case of inability to work due to illness or injury, the Vice
President must notify the Company immediately and produce a medical
certificate for any absence longer than ten working days. The Company
may have the Vice President examined by a doctor approved by it. The
Vice President agrees to submit to any medical examination which the
Company requires.
11 The Vice President will be entitled to up to ten (10) days sick leave
per year without a medical certificate.
Holidays
12 The Vice President is entitled during every twelve (12) month period of
employment to the following holidays during which his remuneration will
continue to be payable:-
(a) all public holidays in the Cayman Islands, and
(b) four (4) weeks' vacation at a time to be approved by the
President.
Reimbursement of Expenses
13 All expenses for which the Vice President claims reimbursement must be
within pre-approved budgets. Subject to this, the Company must
reimburse the Vice President for the cost of entertaining the Company's
customers and travelling on the Company's business on the production of
the necessary vouchers or on the Vice President's proving to the
Company's satisfaction the amount that he has spent for those purposes,
even though he is unable to produce vouchers.
Non-Solicitation
14 The Vice President must not at any time while he is acting in the
Capacities or afterwards either on his own account or for any other
person, firm or company solicit, interfere with or endeavour to entice
away from the Company any person, firm or company who at any time
during or at the date when his employment ends were customers of or in
the habit of dealing with the Company.
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Company Documents
15 All books, records, notes, files, memoranda, reports, customer lists,
computer files and other documents, and all copies of them, relating to
the Company's business which the Vice President keeps, prepares or
conceives or which become known to him or which are delivered or
disclosed to or by any means come into his possession, and all the
Company's property and equipment are and will remain the Company's sole
and exclusive property. If the Vice President's employment is
terminated for any reason whether voluntarily or involuntarily, or if
the Company at any time requests, he must promptly deliver to the
Company the originals and all copies of all relevant documents that are
in his possession, custody or control, and any other property belonging
to the Company.
Termination
16 This Agreement will end and, except to the extent previously accrued,
all rights and obligations under it of the Company and the Vice
President shall cease if any of the following events occurs:-
(a.) The Vice President dies.
(b.) The Vice President is adjudicated bankrupt or makes any
composition with his creditors.
(c.) The Vice President gives three (3) months written notice to
the Company to terminate this Agreement.
17 The Company may by notice end this Agreement with immediate effect if:-
(a.) The Vice President conducts himself in a manner which would
justify immediate dismissal in accordance with the Labour Law.
(b.) through physical or mental illness the Vice President is
unable to discharge his duties for sixty (60) successive days,
as to which a certificate by any doctor appointed by the
Company shall be conclusive.
(c) If Company gives written notice to the Vice President and pays
to him a sum equal to the Vice President's annual salary as
described in clause 2 or as increased in accordance with
clause 3 , for the year in which such termination takes place.
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(b) the Company shall remain obliged to keep all benefits,
including but not limited to medical insurance and pension
contributions, to which the Vice President was entitled as at
the date of his termination paid and available to the Vice
President for a period of one year from the date of
termination.
Extension
19 In the absence of a written agreement to the contrary, on 1st. August
of each year, the term of this Agreement shall be automatically
extended upon the same terms by a period of one year.
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Notices
20 Any notice to be served under this Agreement must be in writing and
will be deemed duly served if in the case of one addressed to the
Company it is sent by registered post or left at the Company's
registered office, or in the case of one sent to the Vice President it
is handed to him personally or is delivered to his last known
residential address in the Cayman Islands. A notice sent by post will
be deemed to be served on the third day following the date on which it
is posted.
Previous Agreements Superseded
21 This Agreement supersedes all prior contracts and understandings
between the parties and may not be changed or terminated orally, and no
change, termination or attempted waiver of any of its provisions will
be binding unless in writing and signed by the party against whom it is
sought to be enforced.
Clause Headings
22 The clause headings are included for convenience only and have no legal
effect.
Applicable Law and Jurisdiction;
23 This Agreement will be construed and the legal relations between the
parties determined in accordance with the laws of the Cayman Islands
and the parties agree to submit to the jurisdiction of the Cayman
Islands Courts. Whenever possible, each provision of this Agreement
will be interpreted in such a manner as to be effective and valid, but
if any provision of this Agreement or the application of it is
prohibited or 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
application, and to this end the provisions of this Agreement are
declared to be severable.
EXECUTED by and on behalf of CAYMAN WATER COMPANY
CAYMAN WATER COMPANY LIMITED LIMITED
by
in the presence of:-
/s/ Alexander Xxxxxxx Xxxxxx Per: /s/ Xxxxx X. Xxxxxxx
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Witness
EXECUTED by XXXXXXX XXXXX XXXXXXXXX
in the presence of :
/s/ Alexander Xxxxxxx Xxxxxx /s/ Xxxxxxx X. XxXxxxxxx
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Witness Xxxxxxx X. XxXxxxxxx
