Engagement Agreement Brent Samtha



 






Exhibit 10.58




ENGAGEMENT AGREEMENT




THIS AGREEMENT is made the 1st day of February 2005




	 	 	 
	BETWEEN:

	 	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”)
	 
	 	 
	AND:

	 	BRENT SANTHA

of P. O. Box 31999 SMB, Grand Cayman, B.W.I.

(“the Vice-President”)







IT IS AGREED:-




Engagement





	1.  	The Vice-President is engaged as Vice-President – Finance and/or Chief Financial Officer of
the Company (as decided by the Company’s Board of Directors (the “Board”) at any time) and
Company Secretary 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-President’s remuneration will be US$115,000.00 per annum while he serves as Chief
financial Officer and US$100,000.00 thereafter while he serves as Vice-president — Finance, in
either case 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 Company’s 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 Company’s next annual general
meeting, the Vice President will be allowed to participate in the Company’s 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-President’s 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-President’s remuneration will be reviewed as of January 1st each year by
the Board who may grant an increase but must not reduce the Vice-President’s 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 Company’s Incremental Net Profit
for that year. For the purposes of this Clause “the Company’s Incremental Net Profit” means
the amount, if any, by which the Company’s net profits (calculated before charging this bonus
and before charging dividends or crediting any amount accruing from the re-valuation of the
Company’s 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-President’s 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 Company’s 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-President’s election.
	 
	 	   	If the approval required under (b) above is not obtained, the Performance Bonus will be paid
entirely in cash.





Responsibilities





	8.  	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.






	9.  	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.
	 
	   	The Vice-President must perform the duties commonly performed by a Vice-President/Chief
Financial Officer and Company Secretary of a publicly listed company and also the 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.
	 
	   	While the Vice-President is also the Chief Financial Officer and Company Secretary, his
powers and responsibilities include the following:-




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	 	(a)  	maintaining the accounts of the Company, its wholly-owned subsidiaries
and managed affiliates (collectively “the Group”);
	 
	 	(b)  	managing subordinate staff in the Group’s accounting and administrative
departments;
	 
	 	(c)  	preparing and drafting all annual and quarterly financial reports filed
with the SEC, including financial statements and disclosure included in
management’s discussion and analysis;
	 
	 	(d)  	preparing financial information required in SEC filings relating to the
issue by the Company of debt and/or equity, including historical financial data,
pro forma financial statements, financial projections and other financial data
included in the filings;
	 
	 	(e)  	liaising with the Group’s independent accountants and internal
auditors, and promptly preparing and communicating all information requested by the
independent accountants and internal auditors during the course of their annual
audit, quarterly reviews, or any other review;
	 
	 	(f)  	preparing monthly management accounts and analytical analysis of
monthly performance versus projections and prior periods for presentation to
management;
	 
	 	(g)  	preparing financial and other reports for various local government and
regulatory agencies as required in the operating licences of these reporting
entities, and communicating that information to the Chief Executive Officer and the
applicable regulatory bodies;
	 
	 	(h)  	preparing bank covenant compliance calculations for the Group, as
required in the Company’s loan agreements from time to time, and communicating that
information to the Chief Executive Officer and the applicable banks;
	 
	 	(i)  	preparing and maintaining the consolidated budget for the Group;
	 
	 	(j)  	assessing and monitoring the Group’s internal controls, with an
emphasis on processes that have a direct effect on the disclosures included in the
Group’s statutory filings;
	 
	 	(k)  	overseeing the supervision of subordinate accounting and administrative
personnel, including work allocation, training, and problem resolution; evaluating
performance and making recommendations for personnel actions; motivating employees
to achieve peak productivity and performance.
	 
	 	(l)  	preparing corporate filings and corporate meeting minutes;
	 
	 	(m)  	maintaining the Company’s share register, for all classes of shares,
outstanding stock options, and warrants, and liaising with the Company’s stock
transfer agent.






	 	   	While the Vice President is also the Company Secretary, but not the Chief Financial Officer
his powers and responsibilities include the following:-




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	 	   	Items 9 (a) through 9 (m) inclusive, except that the Vice President will not hold
primary responsibility for Items 9 (c), 9 (d), and 9 (j) and will assist the Chief
Financial Officer in these matters.






	 	   	The Vice-President must perform his duties under this Agreement during normal business hours
from Monday to Friday inclusive (except 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 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.






	10.  	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.






	11.  	The Vice-President is entitled to up to ten (10) days sick leave per year without a medical
certificate.





Holidays





	12.  	The Vice-President is entitled, during every calendar year 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 to be taken at a time to be approved by the Chief
Executive Officer.





Reimbursement of Expenses/Fees Earned





	13.  	(a) All expenses for which the Vice-President claims reimbursement must be in accordance with
any policies established by the Board from time to time and must be within the operating
budgets approved by the Board. The Company must reimburse the Vice-President for the costs
incurred by the Vice-President in his performance of his duties on production of the necessary
vouchers or, if he is unable to produce vouchers, on the Vice-President’s proving, to the
Chief Executive Officer’s satisfaction, the amount he has spent for those purposes.






	 	(b)  	Any fees and payments received by the Vice-President for or in relation to acting
as director or officer of a subsidiary or affiliate of the Company will be the property
of the Company and the Vice-President must account to the Company for it.





Non-Competition





	14.  	The Vice-President agrees, as a separate and independent agreement, that he will not during
any period for which he is entitled to remuneration under this Agreement, whether





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	   	for his own account or for the account of any other person, firm or body corporate, either
alone or jointly with or as director, manager, agent or employee of or as consultant to any
person, firm or body corporate, directly or indirectly, carry on or be engaged or concerned
or interested in any person firm or body corporate who conducts business identical to or
similar to that conducted by the Company in any jurisdiction in which the Company carries on
business (whether directly or indirectly).





Company Information, Documents, Confidentiality, and Non-Solicitation





	15.  	(a) All information, documents, books, records, notes, files, memoranda, reports, customer
lists and other documents, and all copies of them, relating to the Company’s business or
opportunities which the Vice-President keeps, prepares or conceives or which become known to
him or which are delivered or disclosed to him or which, 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 both during the term of this Agreement and after the termination
or expiration hereof;






	 	(b)  	If this Agreement is terminated for any reason, or if the Company at any time
requests, the Vice-President must promptly deliver to the Company the originals and all
copies of all relevant documents that are in his possession, custody or control together
with any other property belonging to the Company. Should the Vice-President require
access to copies of those documents for any reasonable purpose, the Company must provide
them on his request;
	 
	 	(c)  	The Vice-President must not, at any time during the term of this Agreement or
within one year after its termination or expiration, either for his own account or for
the account of 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 the
currency of this Agreement was an employee, customer or supplier of or was in the habit
of dealing with the Company.






	16.  	Except where such information is a matter of public record or when required to do so by law,
the Vice-President must not, either before or after this Agreement ends, disclose to any
person any information relating to the Company or its customers of which he becomes possessed
while acting as Vice-President.





Termination





	17.  	This Agreement will terminate and, except to the extent previously accrued, all rights and
obligations of both parties under it will cease if any of the following events occurs:-






	 	(a)  	The Vice-President dies.
	 
	 	(b)  	The Vice-President is adjudicated bankrupt or makes any arrangement or
composition with his creditors.




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	 	(c)  	The Vice-President gives six (6) months written notice of termination to the
Company.






	18.  	(a) The Company may, by written notice, terminate this Agreement with immediate effect if the
Vice-President conducts himself in a manner that would justify immediate dismissal of an
employee in accordance with the Labour Law and, except to the extent previously accrued, all
rights and obligations of both parties under this Agreement will cease.
	 
	(b)  	If 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 will be conclusive, then






	 	(i)  	the Vice-President will be relieved of his duties, his salary
reduced to US$1,000.00 per annum and his bonus entitlement suspended, but
	 
	 	(ii)  	the Company will continue to pay the full cost of providing medical
insurance for the Vice-President and his wife and dependants together with
pension contributions (such contributions to be equal to the pension contribution
made on behalf of the Vice-President for the previous financial year of the
Company),






	 	   	until the Vice-President is able once again to resume his duties in full.
	 
	 	   	If this incapacity continues for a period of two years (including the 60-day period
referred to above) the Vice-President’s employment will be deemed to have been
terminated by mutual consent at the expiration of that period.





Renewal





	19.  	On or before June 30, 2005, the Chief Executive Officer may, in his sole discretion offer to
renew this Agreement for a further term not exceeding two years.
	 
	   	In the event that this Agreement is not renewed, the Company shall remain obliged to keep
medical insurance to which the Vice President was entitled as at the date of expiration paid
and available to the Vice President for a period of three (3) months from the date of
expiration.





Notices





	20.  	Any notice to be served under this Agreement must be in writing and will be deemed to be duly
served if it is handed personally to the Chief Executive Officer of the Company or to the
Vice-President as the case may be, or if it is sent by registered post to the addressee at the
relevant address at the head of this Agreement. A notice sent by post will be deemed to be
served on the third day following the date on which it was posted.




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Previous Agreements Superseded





	21.  	This Agreement supersedes all prior contracts and understandings between the parties except
that benefits earned or accrued under prior contracts are not extinguished or affected.





Waiver





	22.  	No change or attempted waiver of any of the provisions of this Agreement will be binding
unless in writing and signed by the party against whom it is sought to be enforced.





Severability of Provisions





	23.  	Whenever possible, each provision of this Agreement must be interpreted in such manner as to
be effective and valid. If any provision of this Agreement or the application of it is
prohibited or is held to be invalid, that 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 prohibited application and, to this end, the provisions of this Agreement
are declared to be severable.





Headings




	24.  	The headings in this Agreement are included for convenience only and have no legal effect.






Applicable Law and Jurisdiction





	25.  	This Agreement must be construed and the legal relations between the parties determined in
accordance with the laws of the Cayman Islands to the jurisdiction of the courts of which the
parties agree to submit.





	 	 	 
	EXECUTED for and on behalf of

CONSOLIDATED WATER CO LTD.

by:
	 	CONSOLIDATED WATER CO. LTD.
	In the presence of:	 	 
	 	 	 
	/s/ Stephen W. Jacoby
	 	/s/ Frederick W. McTaggart
	 
	 	 
	Witness
	 	Director
	 	 	 
	EXECUTED by BRENT SANTHA

in the presence of:	 	 
	 	 	 
	/s/ Stephen W. Jacoby
	 	/s/ Brent Santha
	 
	 	 
	Witness
	 	BRENT SANTHA







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