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Exhibit 10.19
EMPLOYMENT CONTRACT
THIS AGREEMENT is made the 31st day of August 1997, 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
ALEXANDER XXXXXXX XXXXXX 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 - Finance, Company
Secretary and Investment Relations Officer ("the Capacities") of the
Company for three (3) years commencing on the 31 August 1997 but
subject to the extension provisions set out in clause 18 and subject to
the termination provisions set out in clauses 14, 15 and 16.
Remuneration
2. The Vice President's salary is fixed until 31st December, 1997 at
CI$ 62,400.00 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 President's salary below the
level set out in Clause 2 hereof
4. Further, for each completed financial year, beginning with the
financial year 1997, 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 income of the Company,
calculated before charging this bonus and all other bonus's of
the executive officers of the Company and before charging
dividends or crediting any amount accruing from the re-
valuation of the Company's assets, for that financial year
exceed the highest annual net income determined in the same
manner earned by the Company in any prior financial year.
5. The Company will make a contribution of 5% of salary to an approved
Pension Plan in the Cayman Islands which will match the first 5%
contribution made by the Vice President to the same Pension Plan. If
the legal matching minimum increases above 5% the Company will adjust
the contribution to comply with the increased legal minimum. If the
legal matching minimum decreases below 5% the Company will continue to
make a contribution of a minimum 5%.
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Area
6. 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
7. 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.
8. The Vice President must perform the duties commonly performed by the
Vice President Finance, Company Secretary and Investor Relations
Officer 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. Any involvement in other activities will be
subject to prior mutual agreement between the Vice President and the
Board. Subject to any such directions and restrictions, the Vice
President will be invested with the following powers and
responsibilities
A. FINANCIAL
1. All aspects of the Accounting function of Cayman Water Company
Limited (CWC) - including the preparation of monthly,
quarterly and annual financial statements for presentation to
the Board of Directors (BOD) and for annual statutory and
other audits.
2. Preparation of annual and other budgets and projections as
required by the BOD.
3. Preparation and submission of all reports and returns, as is
necessary, to the US Securities and Exchange Commission, the
National Association of Security Dealers, the Cayman Islands
Government and any other regulatory body as is necessary.
4. Liaison with the NASD/NASDAQ Stock Market and any other stock
market on which the Company's stock is listed on all matters
concerning the stock listing as appropriate.
5. Cash / Treasury Management of CWC funds.
6. Project Appraisal as and when required.
7. Any other financial duties and projects as requested by the
BOD.
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B. COMPANY SECRETARY
1. Maintenance of CWC`s Register of Shareholders in conjunction
with CWC's Transfer Agents and Registrars.
2. Preparation and distribution of minutes for the following
meetings
a) All General Meetings of CWC.
b) Meetings of the Full Board of Directors.
c) Meetings of the Executive Committee of the BOD.
d) Meetings of the Audit Committee of the BOD.
e) Meetings of any other duly appointed committee as
directed by the BOD.
3. Arrangement of all General Meetings and Audit Committee
meetings of CWC.
4. Distribution of Quarterly and other reports/releases to
Shareholders and Brokers.
5. Payment of Dividends to the Shareholders of CWC.
6. Preparation and submission of all reports and returns, as is
necessary, to the US Securities and Exchange Commission, the
National Association of Security Dealers, the Cayman Islands
Government and any other regulatory body as is necessary.
7. Any other company secretarial duties and projects as requested
by the BOD.
C. INVESTOR RELATIONS OFFICER
1. Dealing with all Market Maker / Broker / Investor enquiries
directed to CWC.
2. Liaison with external Financial Public Relation consultants as
hired by the BOD and the provision of appropriate information
to same.
3. Any other Investor Relations duties as requested by the BOD.
D. ADMINISTRATION
1. Overall supervision of the day-to-day operation of CWC's
offices with full responsibility for the duties of the Office
Manager as described in that position's job description.
2. Implementation of any new policies and human resource
programmes as directed by the BOD.
E. GENERAL
1. Supervision of all staff necessary for the performance of all
duties as described above.
2. Any other duty / function as requested by the Chairman &
C.E.O., the President & C.O.O. and/or the BOD.
9. 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.
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10. The Vice President will be entitled to up to ten (10) days sick leave
per year without a medical certificate.
Holidays
11. 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
12. 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
13. 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.
Company Documents
14. 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
15. 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.
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16. 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) The 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
18. 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.
Notices
19. 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
20. 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
21. The clause headings are included for convenience only and have no legal
effect.
Applicable Law and Jurisdiction;
22. 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
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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/ Xxxxx Xxxxx Per: /s/ Xxxxx X. Xxxxxxx
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Witness Xxxxx X. Xxxxxxx
President
EXECUTED by ALEXANDER XXXXXXX XXXXXX
in the presence of:-
/s/ Xxxxx Xxxxx /s/ Alexander Xxxxxxx Xxxxxx
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Witness Alexander Xxxxxxx Xxxxxx
