ENGAGEMENT AGREEMENTEngagement Agreement |
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Exhibit 10.55
ENGAGEMENT AGREEMENT
THIS AGREEMENT is made the 18th day of January 2005
BETWEEN:
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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) |
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AND:
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GREGORY S. McTAGGART of P. O. Box 30984 SMB, Grand Cayman, B.W.I. (the Vice-President) |
IT IS AGREED:-
Engagement
| 1. | The Vice-President is engaged as Vice-President of Cayman Operations for two (2) years commencing on the 1st day of January, 2004 subject to the termination provisions set out in Clauses 17 and 18 and the renewal provisions set out in Clause 19.. |
Remuneration
| 2. | The Vice-Presidents remuneration will be US$105,000.00 per annum payable semi-monthly in arrears. |
| 3. | In addition, during the term of this Agreement, the Company will pay the full cost of providing medical insurance, as generally provided for the Companys employees from time to time, for the Vice-President and his wife and dependants. |
| 4. | Subject to approval of the members of the Company at the Companys next annual general meeting, the Vice President will be allowed to participate in the Companys Employee Share Incentive Plan. |
| 5. | In addition, during the term of this Agreement, the Company will make contributions to a pension scheme, of the Vice-Presidents choice but approved pursuant to the National Pensions Law of the Cayman Islands, in the same manner and on the same basis as it makes contributions from time to time, in respect of its other employees pursuant to the National Pensions Law on a maximum salary base of CI$60,000.00 per annum. |
| 6. | The Vice-Presidents remuneration will be reviewed as of January 1st each year by the Companys Board of Directors (the Board) who may grant an increase but must not reduce the Vice-Presidents salary below the level set out in Clause 2. |
| 7. | Further, for each completed financial year beginning with the financial year 2004, the Vice-President will be paid not later than 28th February following the end of each financial year, a performance bonus calculated as 2.5% of the Companys Incremental Net Profit for that year. For the purposes of this Clause the Companys Incremental Net Profit means the amount, if any, by which the Companys net profits (calculated before charging this bonus and before charging dividends or crediting any amount accruing from the re-valuation of the Companys assets) for the relevant financial year exceeds the highest annual net profit earned by the Company in any prior financial year. In no event, however, may this bonus exceed 40% of the Vice-Presidents annual salary paid pursuant to Clause 2. | |||
| The Performance Bonus, if any, will be paid: | ||||
| (a) | in cash; or | |||
| (b) | subject to approval of the members of the Company at the Companys next annual general meeting, in ordinary shares of the Company valued at the market price at the close of trading on December 31st of the relevant financial year (or if that day is not a trading day, at the close of trading on the preceding trading day); or | |||
| (c) | as a combination of both, at the Vice-Presidents election. | |||
| If the approval required under (b) above is not obtained, the Performance Bonus will be paid entirely in cash. | ||||
Responsibilities
| 8. | The Vice-Presidents 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. | ||||
| 9. | The Vice-President must devote the whole of his time to the Companys business and must use his best endeavours to promote the Companys interest and welfare. | |||
| The Vice-President must provide strategic and operational direction to the water production and supply operations in the Cayman Islands of the Companys wholly-owned subsidiaries in the Cayman Islands (the Subsidiaries), assist in establishing strategic objectives, operating policies and procedures to ensure attainment of corporate objectives, evaluate performance of the Subsidiaries to determine if operational and financial objectives are being met, establish and co-ordinate responsibilities and procedures among subordinate departments, ensure that accurate and timely information is available for management and/or Board use and any further duties reasonably required of and assigned to him by the Chief Executive Officer which he must discharge in accordance with directions of the Chief Executive Officer. | ||||
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| The Vice-Presidents powers and responsibilities include the following:- |
| (a) | Directing and managing the day-to-day activities of the Subsidiaries water production and supply operations, including plant operation and maintenance, collection of billing data, expenditure of funds and conservation of fixed assets; | |||
| (b) | Assisting the Vice President of Finance to prepare the Subsidiaries operating and capital expenditure budgets and prepare and maintain the register of fixed assets for the Subsidiaries operations; | |||
| (c) | Preparing and implementing a fixed asset maintenance and retirement schedule; | |||
| (d) | Liaising with the Government regulator on all matters related to the Subsidiaries water production and supply licences; | |||
| (e) | Providing technical support to the Subsidiaries Customer Service department when required; | |||
| (f) | Overseeing the supervision of subordinate personnel, including work allocation, training, and problem resolution, evaluating performance and making recommendations for Subsidiaries personnel actions and motivating its employees to achieve peak productivity and performance; | |||
| (g) | Preparing and presenting the monthly operations reports of each of the Subsidiaries to management and the Board; | |||
| (h) | Carrying out any special projects which may be assigned
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