THIS
AGREEMENT is made the
16 th
day of January 2008
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BETWEEN:
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CONSOLIDATED
WATER CO. LTD.,
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a Cayman
Islands company having its registered office at
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Windward Three,
4 th
Floor
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Regatta Office
Park, West Bay Road
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P.O. Box 1114,
Grand Cayman, KY1-1102,
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AND:
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of P. O. Box
11892, Grand Cayman, KY1-1011,
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1.
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The
Vice-President is engaged as Vice-President of Sales and Marketing
commencing on the 1 st day of January, 2008 subject to the
termination provisions set out in Clauses 18 and 19.
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Remuneration
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2.
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The
Vice-President’s Base Salary will be US$132,750 per annum
payable semi-monthly in arrears.
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3.
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In
addition, during the term of this Agreement, 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
Vice-President and his wife and dependants.
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4.
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Subject to approval of the members
of the Company at the Company’s next Annual General Meeting
and of the Committee to be set up to administer the Company’s
Equity Incentive Plan (“the Plan”), the Vice President
will participate in the Plan and will be granted as at
November 30, 2007 (“the Grant Date”) an option to
purchase 13,275 ordinary shares of the Company (subject to
adjustment in accordance with the Plan) at the closing price of the
Company’s ordinary shares on the primary listing exchange on
the Grant Date. The option will vest in tranches of 4,425 shares
each on January 1, 2009, January 1, 2010, and
January 1, 2011 (“the Vesting Dates”), and each
may be exercised by the Vice President in accordance with the Plan
and subject to Clause 19(d), no more than three years from the
relevant Vesting Date, after which the option in respect of that
tranche will expire. If the Company’s shareholders do not
approve the Plan or the Committee does not approve the grant to the
Vice-President, then the Company must within thirty days of the
Annual General Meeting pay the Vice President a lump sum equal to
20% of his Base Salary.
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5.
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In
addition, during the term of this Agreement, the Company will make
contributions to a pension scheme of the Vice-President’s
choice but which must be approved under the National Pensions Law,
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 or such other base as is required by that Law from time
to time.
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6.
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The
Vice-President’s Base Salary will be reviewed as of January
1 st each year by the Company’s
Chief Executive Officer (“the CEO”) who may grant an
increase but must not reduce the Vice-President’s salary
below the level set out in Clause 2 or in the immediately preceding
year, whichever is applicable.
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7.
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If
by not later than January 31 st in each calendar year commencing
with the year 2008, the Vice-President and the CEO have agreed to
Performance Goals for the Vice-President for that calendar year,
and if those Performance Goals are met for that year, then the
Company must pay to the Vice-President a Performance Bonus for that
year in an amount not less than 20% of the Vice-President’s
Base Salary for that calendar year, as adjusted by Clause 6. The
Board of Directors, in its sole and absolute discretion, and taking
into consideration the recommendations of the CEO, if any, may
determine to pay a larger Performance Bonus. In any calendar year
that all of the Performance Goals are not met, the Board of
Directors, in its sole and absolute discretion, and taking into
consideration the recommendations of the CEO, if any, may, but is
not obligated to, pay the Vice-President a Performance Bonus in an
amount determined by the Board of Directors. The Performance Bonus
must be paid entirely in cash.
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8.
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During the first calendar year of
this Agreement, the Company will provide the Vice-President with a
monthly automobile expense allowance of US$850. This monthly
automobile allowance will increase on January 1 of each subsequent
calendar year by US$50 per month (or US$600 per year) during the
term of this Agreement.
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9.
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The
Vice-President’s work will be performed mainly in West Bay,
Grand Cayman.
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The
Company reserves the right to transfer the Vice-President to any
other place of business which it may establish in the Cayman
Islands.
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10.
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The
Vice-President must devote the whole of his time to the
Company’s business and must use his best endeavours to
promote the Company’s interest and welfare.
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The
Vice-President must provide strategic and operational direction and
leadership to the Company’s Sales and Marketing department
(“the Department”), which includes but is not limited
to, (i) developing and implementing sales and marketing
strategy to attain Corporate Objectives, (ii) monitoring and
analyzing sales and marketing activities to determine whether
objectives are being met, (iii) ensuring that accurate and
timely information is available for management and/or Board use and
(v) any further duties reasonably required of and assigned to
him by the CEO which he must discharge in accordance with
directions of the CEO.
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Corporate Objectives include but are
not limited to; (i) meeting or exceeding budgeted earnings
targets, (ii) improving operating profit margins,
(iii) achieving excellent customer service,
(iv) achieving excellent employee relations,
(v) increasing the Company’s market share in the
Caribbean and Central America, and (vi) expanding into new and
profitable markets.
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The
Vice-President’s powers and responsibilities include the
following:-
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(a)
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Directing and managing all Company
sales and marketing activities.
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(b)
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Identifying and developing new
customers for the Company’s products and services.
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(c)
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Coordinate marketing efforts in new
territories with the Chairman of the Board.
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(d)
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Researching and developing
strategies and plans which identify marketing opportunities and new
project development.
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(e)
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Preparing and managing sales and
marketing budgets.
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(f)
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Preparing project proposals and cost
estimates in accordance with the Company’s bidding procedures
and submit such proposals to the CEO for review and approval. It is
expected that proposals will be developed with input from the
Engineering and Finance departments.
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(g)
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Representing the Company at various
trade shows, industry group and business conferences.
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(h)
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Supervising the preparation,
issuance, and delivery of sales & marketing materials,
exhibits, and promotional programs.
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