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Exhibit 10.14
ENGAGEMENT AGREEMENT
THIS AGREEMENT is made the 30th day of December 1998
BETWEEN: CONSOLIDATED WATER Co. LTD.,
a Cayman Islands company having its registered office at
Trafalgar Place, West Bay Road
P.O. Box 1114 GT, Grand Cayman, B.W.I. ("the Company")
AND XXXXXXX X. XXXXXX
of 81, Drake Quay, Governors Harbour,
P. 0. Box 1782GT, Grand Cayman, B.W.I.
("the Chairman")
IT IS HEREBY AGREED:
Engagement
1. The Chairman, in his capacity, inter alia, as as accountant, is engaged
as Chairman and Chief Executive Officer ("the Capacities") of the
Company for three (3) years commencing on the 1st day of January, 1999
but subject to the extension provisions set out in Clause 22 hereof and
subject to the termination provisions set out in Clauses 19 and 20
hereof.
2. For the avoidance of doubt, the Chairman is engaged hereunder as an
Officer and not as an employee of the Company.
Remuneration
3. The Chairman's remuneration will be CI$75,000 per annum, payable
monthly in arrears.
4. In addition, the Company will pay the full cost of providing Medical
Insurance, as generally provided for the Company's employees from time
to time, for the Chairman and his spouse.
5. In addition, the Company will make contributions to a pension scheme,
of the Chairman's choice but approved pursuant to the National Pensions
Law (1998 Revision) of the Cayman Islands, in the same manner and on
the same basis as it makes, from time to time, in respect of its
employees.
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6. The Chairman's remuneration will be reviewed by the Company's Board of
Directors ("the Board") if more than three quarters of the Chairman's
time is being consistently devoted to the Company's business and
otherwise annually and the Board may grant an increase but, unless the
Chairman's responsibilities pursuant to Clauses 11 and 12 hereof shall
have been reduced by mutual consent, shall not reduce the Chairman's
remuneration below the level set out in Clause 3 hereof.
7. Further, for each completed financial year, beginning with the
financial year 1999, during which the Chairman serves in the
Capacities, not later than 28th February following the end of each
financial year, the Chairman will be paid a bonus of:-
(a) 1.5% of the net profits of the Company for that year
calculated before charging this bonus and before charging
dividends or crediting any amount accruing from the
re-evaluation of the Company's assets, plus
(b) 15% 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.
8. Further, subject to any approvals of Government which may be necessary
at the time at which the option is exercised, for each of the three
financial years ending December 31, 2001 during which the Chairman
serves for the full year in the Capacities, on December 31st of each
year, the Chairman shall be granted an option to purchase, at a price
of US$6.00 per share payable in cash in full on exercise of the option,
the lesser of:-
(a) a number of shares which equals the number of US$ which
represents 1% of the net profit of the Company, calculated as
aforesaid, for that financial year or
(b) that number of Ordinary shares which, when added to the then
existing number of Ordinary Shares which the Chairman
beneficially owns will equal 6% of all Ordinary Shares then
issued by the Company.
9. The options granted pursuant to Clause 8 may be exercised by the
Chairman at any time after they are granted and before the close of
business on the day before the third anniversary of the date of the
Auditor's Report on the financial statements for the year of the grant.
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Area
10. The Chairman's work will be performed mainly from his office at 81,
Drake Quay, Governors Harbour, Grand Cayman.
Responsibilities
11. The Chairman must devote not less than three-quarters of his time to
the Company's business and must use his best endeavors to promote the
Company's interests and welfare. Except where such information is a
matter of public record or when required to do so by law, the Chairman
must not, either before or after this Agreement ends, disclose to any
person any information relating to the Company or its customers of
which he becomes possessed while acting in the Capacities.
12. The Chairman must perform the duties commonly performed by a Chief
Executive Officer and also the duties reasonably required of and
assigned to him as Chairman of the Board of Directors of the Company.
He must discharge his duties in accordance with the directions of the
Board. The Chairman must perform his duties during normal business
hours on Mondays to Fridays inclusive (save on bank holidays) but it is
agreed that, subject to the overall requirement that the Chairman will
devote three quarters of his time to the affairs of the Company, he is
not required to devote three quarters of his time on each and every
working day. The Chairman 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, bank and public holidays. The Chairman must
recommend to the Board of Directors of the Company appropriate
financial and operating policies for the Company and must report to the
Board, diligently follow and implement all policies and decisions which
the Board communicates to him and prepare and forward, in a timely
manner, all reports and accountings reasonably requested by the Board.
The Chairman 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. The Board hereby consents to the Chairman's
continued involvement in the following activities:-
(a) Principal - Xxxxx Xxxxxxxx, Chartered Accountants
(b) Shareholder/Managing Director - FCM Ltd and its subsidiary
companies.
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13. In case of inability to work due to illness or injury, the Chairman
must notify the Company immediately and produce a medical certificate
for any absence longer than ten working days. The Company may have the
Chairman examined by a doctor approved by it. The Chairman agrees to
submit to any medical examination that the Company requires.
14. The Chairman is entitled to up to ten- (10) day's sick leave per year
without a medical certificate.
Holidays
15. The Chairman 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 Cayman Islands, and
(b) four (4) weeks vacation to be taken at a time to be approved
by the Board.
Reimbursement of Expenses
16. All expenses for which the Chairman claims reimbursement must be in
accordance with any policies established by the Board from time to time
and must be within the operating budgets approved by the Board. The
company must reimburse the Chairman for the costs incurred by the
Chairman in his performance of the Capacities on production of the
necessary vouchers or, if he is unable to produce vouchers, on the
Chairman proving, to the Company's satisfaction, the amount he has
spent for those purposes.
Non-Solicitation
17. The Chairman must not, at any time during the currency of this
Agreement or after it ends, either for his own account or for the
account of any other person, firm or company, solicit, interfere with
or endeavor to entice away from the Company any person, firm or company
who, at any time during the currency of this Agreement or on the date
when this Agreement ends, were employees, customers or suppliers of, or
we in the habit of dealing with, the Company.
Company Documents
18. All books, records, notes, files, memoranda, reports, customer lists
and other documents, and all copies of them, relating to the Company's
business which the Chairman keeps, prepares or conceives or which
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become known to him or which are delivered or disclosed to him or
which, by any means come into his possession, and all the Company's
property and equipment are and will remain the Companys sole and
exclusive property. If this Agreement is terminated for any reason,
whether voluntarily or involuntarily, or if the company at any time
requests, the Chairman 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 Company.
Termination
19. This Agreement will end and, except to the extent previously accrued,
all rights and obligations of both parties under it shall cease if any
of the following events occurs:
(a) The Chairman dies.
(b) The Chairman is adjudicated bankrupt or makes any composition
with his creditors.
(c) The Chairman gives six (6) months written notice of
termination to the Company.
20. The Company may, by written notice, end this Agreement with immediate
effect if:-
(a) The Chairman conducts himself in a manner that would justify
immediate dismissal of an employee in accordance with the
Labour Law.
(b) Through physical or mental illness, the Chairman 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) The Company pays to the Chairman a sum equal to the greater of
twice the Chaiman's annual remuneration, for the year in which
such termination takes place, as described in Clause 2 hereof
or as increased in accordance with Clause 6 hereof.
21. If the Company terminates this Agreement in accordance with Clause 20c
hereof:-
(a) Any unvested options to purchase shares in the Company, in
accordance with Clause 8 hereof, for the year in which such
termination takes place shall automatically vest pro rata to
the date of termination.
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(b) The Company shall remain obligated to keep all benefits,
including, but not limited to medical insurance and pension
contributions, to which the Chairman was entitled as at the
date of termination, paid and available to the Chairman for a
period of two (2) years from the date of termination.
Extension
22. In the absence of a written agreement to the contrary, on January 1st,
each year, the term of this Agreement shall automatically be extended,
upon the same terms, by a period of one year.
Notices
23. Any notice to be served under this Agreement must be in writing and
shall be deemed to be duty served if it is handed personally to the
Secretary of the Company or to the Chairman 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 shall be deemed to be served on the
third day following the date on which it was posted.
Previous Agreements Superceded
24. This Agreement supersedes all prior contacts and understandings between
the parties and may not be changed or terminated orally. No change or
attempted waiver of any of the provisions hereof shall be binding
unless in writing and signed by the party against whom it is sought to
be enforced.
Headings
25. The headings herein are included for convenience only and have no legal
effect
Applicable Law and Jurisdiction
26. This Agreement shall 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 hereby agree to
submit. Whenever possible, each provision of this Agreement shall 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 shall not affect
any other provision, or the application of any other provision which
can be given effect without the
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invalid provision or prohibited application and, to this end, the
provisions of this Agreement are declared to be severable.
EXECUTED by and on behalf of CONSOLIDATED WATER CO.
CONSOLIDATED WATER CO LTD LTD.
By:
In the presence of:
/s/ Xxxxxx Xxxxxxxx
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Witness [illegible] Chair-Compensation Committee
CWC Ltd.
EXECUTED by XXXXXXX X. XXXXXX
In the presence of:
/s/ Xxxxx X. Xxxxxxx /s/ Xxxxxxx X. Xxxxxx
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Witness Xxxxxxx X. Xxxxxx
