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Exhibit 10.12
AMENDMENT AND RECTIFICATION OF ENGAGEMENT AGREEMENT
THIS AGREEMENT is made this 26 day of October, 1999.
BETWEEN: CONSOLIDATED WATER LTD., a Cayman Islands company having its
registered office at Trafalgar Place, West Bay Road, P.O.
Box 1114GT, Grand Cayman, B.W.I. (the "Company")
AND: XXXXX X. XXXXXXX of P.O. Box 1114,
Xxxxxx Town, Grand Cayman, B.W.I.
(the "President")
WHEREAS:
A. The Company and the President entered into an employment contract dated
the 19th of August 1997 (the "Engagement Agreement").
B. The parties are desirous of amending and/or rectifying the same in
accordance with the terms of this Agreement.
NOW IN CONSIDERATION of the mutual covenants contained herein the parties agree
that the Engagement Agreement shall be amended and/or rectified as follows:
1. By deleting clause 5 and substituting the following:
"FURTHER, SUBJECT TO ANY APPROVALS OF GOVERNMENT WHICH MAY BE
NECESSARY AT THE TIME AT WHICH THE OPTION IS EXERCISED, FOR
EACH OF THE FINANCIAL YEARS ENDING AFTER 31st DECEMBER 1996,
PROVIDED (SUBJECT TO PARAGRAPH 18 OF THIS AGREEMENT), THAT THE
PRESIDENT SERVES IN THE CAPACITIES FOR THE ENTIRETY OF SUCH
YEAR, ON DECEMBER 31 OF SUCH YEAR, THE PRESIDENT SHALL BE
GRANTED AN OPTION TO PURCHASE 20,000 ORDINARY SHARES OF THE
COMPANY AT A PRICE PER SHARE PAYABLE IN CASH IN FULL ON THE
EXERCISE OF THE OPTION AS FOLLOWS,
(a) FOR EACH OF THE FINANCIAL YEARS ENDING DECEMBER 31, 1997,
1998 AND 1999, US$2.50 PER SHARE; AND
(b) FOR EACH OF THE FINANCIAL YEARS THEREAFTER, US$6.00
PER SHARE.
2 By deleting clause 6(2) in its entirety and substituting the following:
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THE OPTIONS GRANTED PURSUANT TO CLAUSE 5 IN RESPECT OF THE
FINANCIAL YEARS ENDING DECEMBER 31, 1997 AND THEREAFTER MAY
BE EXERCISED BY THE PRESIDENT AT ANY TIME AFTER THEY VEST AND
BEFORE THE CLOSE OF THE COMPANY'S BUSINESS ON THE DAY BEFORE
THE THIRD ANNIVERSARY OF THE DATE OF THE AUDITOR'S REPORT ON
THE FINANCIAL STATEMENTS FOR THE RELEVANT FINANCIAL YEAR. "
2 By adding the following as clause 6(3):
"PROVIDED THAT THE OPTIONS GRANTED PURSUANT TO CLAUSE 5 MAY
NOT BE EXERCISED IF OR TO THE EXTENT THAT, IMMEDIATELY
FOLLOWING THE EXERCISE, THE PRESIDENT WOULD BENEFICIALLY OWN
MORE THAN 6% OF ALL ORDINARY SHARES THEN ISSUED BY THE
COMPANY."
3 By adding the following as clause 6(4):
"THE OPTIONS GRANTED PURSUANT TO CLAUSE 5 MAY NOT BE ASSIGNED,
TRANSFERRED OR OTHERWISE DISPOSED OF BY THE PRESIDENT WITHOUT
THE PROPER WRITTEN CONSENT OF THE COMPANY."
4 The parties have acknowledged that the Engagement Agreement shall
remain binding And effective in accordance with its terms except as
expressly amended hereby.
THE PARTIES HERETO HAVE hereunto set their hands and seals the day and date
first above written.
SIGNED AND SEALED in the presence of: ) CONSOLIDATED WATER CO. LTD.
)
)
) /s/ Xxxxxx Xxxxxxxx
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)
)
/s/ Xxxxxxxx XxXxxxxxx ) /s/ Alexander Xxxxxxx Xxxxxx
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witness
SIGNED AND SEALED in the presence of: )
)
)
)
)
/s/ X.X. Xxxxxxx ) /s/ Xxxxx X. Xxxxxxx
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witness Xxxxx X. Xxxxxxx
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