EXHIBIT 10.57
EMPLOYMENT CONTRACT
THIS AGREEMENT is made the 31ST day of December 2002
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BETWEEN: CONSOLIDATED WATER CO. LTD., a Cayman Islands company having its
registered offices at Trafalgar Place, West Bay Road, P.O. Box
1114 GT, Grand Cayman, Cayman Islands ("the Company")
AND: XXXXX XXXXXX XXXXXX of P.O. Box 1114 GT, Grand Cayman, Cayman
Islands ("the Vice President")
IT IS AGREED as follows:-
EMPLOYMENT
1. The Vice President is engaged as the Vice President of Finance and
Assistant Company Secretary ("the Capacities") of the Company for a period
of two (2) years commencing on the 1st of January 2003, but subject to the
extension provision set out in clause 19 and subject to the termination
provisions set out in clauses 16 and 17.
REMUNERATION
2. The Vice President's salary is fixed until the 31st of December 2003 at
CI$75,000 PER ANNUM, payable semi-monthly in arrears, less deductions and
other amounts which the Company is, by law, entitled or required to deduct
from an employee's remuneration.
3. The Vice President's salary shall be reviewed each January 1st by the
Compensation Committee of the Company's Board of Directors ("the
Committee") who may grant an increase but shall not reduce the Vice
President's salary below the level set out in clause 2 hereof. The Vice
President may receive an annual performance-based bonus at the discretion
of the President of the Company.
4. The Company will provide health insurance for you and your family, through
the health insurance plan that is provided to the Company's employees from
time to time, and will meet the full cost of premiums for the insurance.
The health insurance will provide major medical coverage, and may provide
other additional benefits at the discretion of the Company. You will be
responsible for paying any deductibles or co-payments in accordance to the
terms and conditions of the insurance provided by the Company.
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5. The Vice President will remain a member of the pension plan that is
provided for the Company's employees from time to time and the Company will
make contributions thereto on behalf of the Vice President, as it is
required to do pursuant to the law.
6. Further, subject to any approvals of Government which may be necessary at
the time at which the option is exercised, for each financial year during
which the Vice President serves for the full year in the Capacities, on
December 31st of each year the Vice President shall be granted an option to
purchase, at the "Exercise Price", payable in cash in full on the exercise
of the option, a number of Ordinary Shares which equals the number of US$
which represents 0.25% of the net profit of the Company for that financial
year.
a. The "Exercise Price" shall be the average of the closing market price
of the Company's ordinary shares on last trading day of that financial
year.
b. The options granted pursuant to this clause may be exercised by the
Vice President at any time after they vest and before the close of the
Company's business the day before the third anniversary of the date of
the Auditor's Report on the Financial Statements for that financial
year.
c. The options granted pursuant to this clause may not be assigned,
transferred or otherwise disposed of by the Vice President without the
prior written consent of the Company.
AREA
7. The Vice President's work will be performed 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 and
efforts 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 Vice President must not, either before or after this
Agreement ends, disclose to any person any information relating to the
Company, its business, its customers, suppliers or employees or any other
confidential information of which he becomes possessed while acting in the
Capacities.
9. The Vice President must perform the duties commonly performed by a Vice
President of Finance and the Assistant Company Secretary and also the
duties reasonably required of and assigned to him and must discharge his
duties in accordance with the directions of the President of the Company.
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10. The Vice President must perform his duties under this Agreement during
normal business hours from Monday through Friday inclusive (save on bank
holidays) but he accepts that his duties, which include traveling on the
Company's business both within the Cayman Islands and abroad, may, from
time to time, require work to be undertaken outside normal working hours,
and on Saturdays, Sundays and bank and public holidays. The Vice President
further accepts that in the event that he is required to work outside
normal working hours, he shall be deemed to be performing managerial and
supervisory functions on behalf of the Company and no overtime pay shall be
payable as the same has already been taken into account in the rate of his
overall salary. However he may be granted extra time off in exchange for
additional time worked.
The Vice President must report to the President of the Company, diligently
follow and implement all management policies and decisions, and 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 Committee to be detrimental to the best
interests of the Company. Any involvement in other activities will be
subject to the prior agreement between the Vice President and the
Committee.
SICK LEAVE
11. In the 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 five 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.
The Vice President will be entitled to up to ten (10) days sick leave per
year with pay.
HOLIDAYS
12. The Vice President is entitled, during every twelve (12) month period of
employment to the following holidays:-
a. all public holidays in the Cayman Islands, and
b. four (4) weeks vacation at a time to be approved by the President of
the Company.
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
traveling on the Company's business on the production of the necessary
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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 for a period of twelve (12) months after the
termination of this Agreement, either on his own account or for 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 or at
the date when his employment ends were employees or customers of or were in
the habit of dealing with the Company.
COMPANY DOCUMENTS
15. 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 Vice President keeps, prepares or conceives or which become known
to him or which are delivered or disclosed to him 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, the
Vice President 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 of the Company and the Vice President under it shall
cease if any of the following events occurs:-
a. The Vice President dies; or
b. The Vice President is adjudicated bankrupt or makes any composition
with his creditors; or
c. The Vice President gives written notice to the Company to terminate
this Agreement at least three (3) months prior to the anniversary of
this Agreement.
17. The Company may by written notice end this Agreement with immediate effect
if:-
a. The Vice President conducts himself in a manner which would justify
dismissal in accordance with the Labour Law; or
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b. Through physical or mental illness the Vice President is unable to
discharge his duties for thirty (30) consecutive days, as to which a
certificate by any doctor appointed by the Company shall be
conclusive; or
c. The Company pays him a sum equal to one-quarter of 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.
18. In the event that the Company terminates this Agreement in accordance with
Clause 17.c hereof:-
a. Any unvested options to purchase shares in the Company, as described
in Clause 6, in respect of the financial year in which the termination
takes place shall automatically vest on a pro rata basis proportional
to the ratio which the period of employment up to the date of
termination bears to the calendar year.
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 three (3) months
from the date of his termination.
EXTENSION
19. This Agreement may be extended from time to time on terms and conditions to
be agreed between the Company and the Vice President.
NOTICE
20. Any notice to be served under this Agreement must be in writing and will be
deemed duly served if, in the case of a notice addressed to the Company, it
is sent by registered post or left at the Company's registered office, or,
in the case of a notice 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 SUPERCEDED
21. This Agreement supersedes all prior contracts and understandings between
the parties and may not be changed or terminated orally.
No change or attempted waiver of any provision of this Agreement will be
binding unless in writing and signed by the party against it is sought to
be enforced.
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CLAUSE HEADINGS
22. Clause headings are included herein 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 Island's
courts.
Whenever possible, each provision of this Agreement will be interpreted in
such 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 CONSOLIDATED WATER CO. LTD.
The Company by
In the presence of:-
/s/ XXXXX RIBBONS /s/ XXXXXXXXX XXXXXXXXX
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Witness - Xxxxx Xxxxxxx Director
EXECUTED by the Vice President of Finance
In the presence of:-
/s/ XXXXXX XXXXXX /s/ XXXXX XXXXXX
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Witness - Xxxxxx Xxxxxx Xxxxx X. Xxxxxx
Chartered Accountant
PO Box 1584 GT
Grand Cayman
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