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Engagement Agreement

Engagement Agreement

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 This Engagement Agreement involves

CONSOLIDATED WATER CO LTD

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Title: ENGAGEMENT AGREEMENT
Date: 8/5/2011
Industry: Water Utilities     Sector: Utilities

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Exhibit 10.1

 

ENGAGEMENT AGREEMENT

 

 

THIS AGREEMENT is made the 12th day of July 2011

 

 

BETWEEN: 

CONSOLIDATED WATER CO. LTD.,

a Cayman Islands company having its registered office at

Windward Three, 4 th Floor

Regatta Office Park, West Bay Road

P.O. Box 1114, Grand Cayman, KY1-1102,

Cayman Islands

(“the Company”)

 

AND: 

JOHN TONNER

of Mequon, WI  53097 USA

(“the Chief Operating Officer”)

 

 

IT IS AGREED:-

 

Engagement

 

1.

The Chief Operating Officer is engaged commencing on the 1st day of September, 2011 subject to the termination provisions set out in Clauses 18 and 19.

 

Remuneration

 

2.

The Chief Operating Officer’s Base Salary will be US$235,000 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 i nsurance, as generally provided for the Company’s employees from time to time, for the Chief Operating Officer and his wife and dependant children. Such health insurance must provide coverage for his wife and dependent children who may be living in second residence for a period of time.

 

4.  

In addition, during the Term of this Agreement, the Company will make all statutory payroll contributions required of employers in the United States, including but not limited to FICA, Medicare, SUI, and WC in respect of the Chief Operating Officer to the appropriate United States regulatory agencies as mandated by applicable United States laws.

a.  

Non-statutory contributions, such as to 401(k) retirement plans, shall be made in accordance with general Company policies which are subject to review and could be changed for regulatory or commercial reasons.

 

 

 


 

 

5.  

The Chief Operating Officer’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 Chief Operating Officer’s salary below the level set out in Clause 2 or in the immediately preceding year, whichever is applicable.

 

6.  

If by not later than January 31 st in each calendar year commencing with the year 2010, the Chief Operating Officer and the CEO have agreed to Performance Goals for the Chief Operating Officer for that calendar year, and if those Performance Goals are met for that year, then the Company must pay to the Chief Operating Officer a Performance Bonus for that year in an amount not less than 25% of the Chief Operating Officer’s Base Salary for that calendar year, as adjusted by Clause 5.  The CEO, in its sole and absolute discretion may determine to pay a larger Performance Bonus.  In any calendar year that all of the Performance Goals are not met, the CEO, in its sole and absolute discretion may, but is not obligated to, pay the Chief Operating Officer a Performance Bonus in an amount determined by the CEO. The Performance Bonus must be paid entirely in cash.

 

7.  

During the first calendar year of this Agreement, the Company will provide the Chief Operating Officer 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.

 

8.  

The Company agrees, as an enticement to enter into this Agreement, to grant to the Chief Operating Officer within 10 business days of the date of this Agreement an option to purchase 18,000 of the Company’s ordinary shares in three equal tranches, at the closing price of the Company’s ordinary shares on such grant date, with the tranches vesting on the first, second and third anniversaries of such grant date, and such option tranches will be exercisable within three years of each respective vesting date.

 

9.  

The Company will provide the Chief Operating Officer the following benefits related to the relocation of his residence from Mequon, WI to Coral Springs, FL;

 

a.  

Temporary Housing in appropriate furnished accommodation and rental/hire of an appropriate vehicle for 3 months from the engagement date in Clause 1.  Should Chief Operating Officer spend more than 4 calendar weeks out of town during this period, the duration of this benefit may be extended by 1 month, on a pro-rata basis;

b.  

Incidental costs allowance of $6,000.00 to be paid within 30 days after the engagement date;

 

c.  

Reimbursement for moving trips for family; 3 trips of 3 nights to look for housing, seeing the area, visiting schools;

d.  

Reimbursement of household moving expense which includes;

 

i.  

Packing, delivery and unpacking/set up of household goods

ii.  

Storage of household goods for a maximum of three months if they arrive prior to the new accommodation being available to move in.

 

iii.  

Transportation of two family automobiles and motorcycles, but exclusive of large items such as boats, campers, or similar.

iv.  

Provided that the Chief Operating Officer shall provide three competitive quotes for household moving costs and will select the lowest responsive quote.

 

 

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e.  

Reimbursement for three return airfares to Mequon, WI, USA for Chief Operating Officer if his family does not relocate immediately, to be taken when acceptable to the CEO;

f.  

The foregoing assumes a move within the USA and anticipates that the family may take up to 14 months to relocate.

 

g.  

In the event that this Agreement is terminated within one year of the engagement date, then the Chief Operating Office shall reimburse the Company 50% of the aggregate cost of the benefits specified in Clauses 9 (a) through 9 (e).

 

Responsibilities

 

10.  

The Chief Operating Officer’s work will be performed mainly in Coral Springs, Florida, USA.

 

11.  

The Chief Operating Officer must devote the whole of his professional time to the Company's business and must use his best endeavours to promote the Company's interest and welfare.

 

 

a.  

The Chief Operating Officer will retain his ownership and investment in Water Consultants International, Inc. but will not be active in its day-to-day management or operations.

 

b.  

The Chief Operating Officer may, from time to time, engage in other activities, with the approval of the CEO so long as; (i) the nature of such activities are fully disclosed to the Company, (ii) the Chief Operating Officer participates in such activities in his capacity as an employee of the Company and (iii) such activities enhance the Company’s interests and reputation, and/or maintain or enhance the reputation of the Chief Operating Officer within the water industry. This could include, among other things, participating in Industry Forums or Panels, or leading seminars.

 

The Chief Operating Officer will provide operational direction for all of the Company’s business segments (retail water sales, bulk water sales and engineering and management services), exclusive of Finance & Administration and Sales & Marketing, in order to achieve the Corporate Objectives.

 

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) achieving technological advantage over competitors, (vi) increasing the Company’s market share in the Caribbean and Central America,  (vii) expanding the Company’s business into new and profitable markets, and (viii) such other duties as are assigned from time to time to the Chief Operating Officer by the CEO. .

 

The Chief Operating Officer’s powers and responsibilities include the following:-

 

 

 

(a)  

Oversee and manage the Company’s day-to-day operations and report them to the CEO;

 

 

(b)  

Ensure that the Company’s operations are efficient and effective;

 

 

3


 

 

 

(c)  

Develop, design, operate, and improve the systems that create and deliver the Company's products.  Develop policies and procedures to ensure that the Company delivers quality products that meet or exceed the expectations of its customers;

 

 

(d)  

Drive performance measurement of the operation (including a consideration of efficiency versus effectiveness), often in the form of dashboards convenient for review of high level key indicators;

 

 

(e)  

Ensure that the Company identifies and implements viable new technologies in order to achieve and maintain technological advantage over competitors;

 

 

(f)  

Ensure that Company resources (qualified staff, materials and technology), as mandated by the CEO and Board of Directors, are properly allocated to meet the Corporate Objectives;

 

 

(g)  

Assist the CEO and the Board of Directors to develop and update the Company’s Strategic Plan;

 

 

(h)  

Implement and monitor the Strategic Plan and report the results to the CEO;

 

 

(i)  

Disseminate the Company’s Strategic Plan to all staff, and implement appropriate rewards/recognition and coaching/corrective practices to align personnel with the Corporate Objectives;

 

 

(j)  

Prepare the annual budget for the Company’s operations and any updates as required by the CEO;

 

 

(k)  

Carry out any other duties assigned by the CEO from time to time.

 

The Chief Operating Officer must perform his duties under this Agreement dur


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