Ex-10.1 Engagement Agreement



 





EXHIBIT 10.1




ENGAGEMENT AGREEMENT




THIS
AGREEMENT is made the 15 day of January 2008.



BETWEEN: CONSOLIDATED WATER CO. LTD.,



a Cayman Islands company having its registered office at

Regatta Office Park, Windward 3, 4th Floor, West Bay Road

P.O. Box 1114, Grand Cayman KY1-1102, B.W.I.

(the “Company”)




AND: DAVID W. SASNETT



of 16254 SW 67th Court, Ft. Lauderdale, Florida 33331

(the “CFO”)




IT IS HEREBY AGREED:




Engagement





	1.	 	The CFO is engaged as Executive Vice President and Chief Financial Officer of the Company
from the 1st day of January 2008 to the 31st day of December, 2009 (the “Term”)
subject to the termination provisions set out in Clauses 19 and 20 and to the extension
provisions set out in Clause 22.
	 
	2.	 	The CFO is a Director of the Company and, subject to re-election by the shareholders from
time to time, must remain so, for the duration of this Agreement, on the same terms as other
Executive Directors of the Company.





Remuneration





	3.	 	The CFO’s remuneration will be US$221,000.00 per annum, payable monthly in arrears (the “Base
Salary”).
	 
	4.	 	In addition, during the Term of this Agreement, the Company will pay the cost of providing
medical insurance in the United States, with coverage reasonably equivalent to that
generally provided for the Company’s Cayman Islands employees from time to time, for the CFO
and his immediate family.




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	5.	 	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 CFO to the appropriate United States regulatory
agencies as mandated by applicable United States laws.
	 
	6.	 	As of January 1st each year, the CFO’s Base Salary will be reviewed by the Chief
Executive Officer (“CEO”) who may grant an increase but must not reduce the CFO’s Base Salary
below the level set out in Clause 3 or in the immediately preceding year, whichever is
applicable.
	 
	7.	 	If by not later than March 31st in each calendar year commencing with the year
2008, the CFO and the CEO have agreed to Performance Goals for that calendar year, and if such
Performance Goals are met for that year, then the Company must pay to the CFO a Performance
Bonus for that year in an amount not less than 25% of the CFO’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 CFO a Performance
Bonus in an amount determined by the Board of Directors. The Performance Bonus must be paid
entirely in cash.
	 
	 	 	The Performance Bonus, if any, calculated as above for a calendar year must be paid not later
than the following 28th February or within 14 days after the first directors’ meeting
of the Company for that following year, whichever is later.
	 
	8.	 	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 CFO will participate in the Plan and will be granted as at November 30 2007
(“the Grant Date”) an option to purchase 22,200 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 7,400
shares each on January 1 2009, January 1 2010, and January 1 2011 (“the Vesting Dates”), and
each may be exercised by the CFO in accordance with the Plan and subject to Clause 21, 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 CFO, then the Company must within thirty days of the Annual
General Meeting pay the CFO a lump sum equal to 25% of his Base Salary.
	 
	9.	 	During the first calendar year of this Agreement, the Company will provide the CFO 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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Responsibilities





	10.	 	The CFO’s work will be performed mainly in South Florida, United States of America.
	 
	11.	 	The CFO must devote the whole of his business time and attention to perform his duties
hereunder and must use his best endeavours to promote the Company’s interests and welfare.
These duties include responsibility for certain administrative functions in the U.S and
providing financial advice and assistance to the CEO.
	 
	 	 	As Chief Financial Officer, the CFO will generally provide strategic and operational direction
to the Company’s financial function and assist the Board and senior management in establishing
financial and operating strategic objectives and policies to ensure attainment of corporate
objectives.
	 
	 	 	In this regard, the CFO must perform the duties commonly performed by a Chief Financial Officer
of a United States publicly listed company which duties include, in conjunction with reasonable
and appropriate subordinate staff to be provided by the Company, the following:-






	 	(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, information technology,
and purchasing departments;
	 
	 	(c)	 	preparing all annual and quarterly financial reports to be filed with the U.S.
SEC in a timely manner, including financial statements and disclosures included in
management’s discussion and analysis;
	 
	 	(d)	 	preparing financial information required for U.S. SEC or other regulatory
agency 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 the
Company’s Audit Committee, and promptly preparing and communicating all information
requested by the independent accountants, internal auditors and the Audit Committee
during the course of the 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 and the
Board of Directors;
	 
	 	(g)	 	preparing financial and other reports for various government, local government
and regulatory agencies as required in the operating licences of the Group Companies,
and communicating that information to the CEO and the applicable regulatory bodies;
	 
	 	(h)	 	monitoring Group compliance with debt security documentation, contracts and
Licenses and preparing bank covenant compliance calculations for the Group, as




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	 	 	 	required in the Company’s loan agreements, from time to time, and communicating that
information to the CEO and the applicable banks;
	 
	 	(i)	 	preparing and maintaining the consolidated budget for the Group;
	 
	 	(j)	 	assessing, establishing and maintaining the Group’s disclosure controls and
procedures (as defined in Rule 15d-15(e) of the Securities Exchange Act of 1934, as
amended (the “1934 Act”);
	 
	 	(k)	 	assessing, establishing and maintaining the Group’s internal control over
financial reporting procedures (as defined in Rule 15d-15(f) of the 1934 Act;
	 
	 	(l)	 	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;
	 
	 	(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; and
	 
	 	(n)	 	carrying out all duties reasonably required of and assigned to him by the CEO,
which he must discharge in accordance with directions of the CEO.






The CFO must perform his duties under this Agreement during normal business hours from Monday to
Friday inclusive (except on public holidays) but he accepts that his duties, which include
travelling on the Company’s business both within the United States of America and abroad, may,
from time to time, require work to be undertaken on Saturdays, Sundays and public holidays.




The CFO must directly report to the CEO, diligently follow and implement all management policies
and decisions which the CEO communicates to him, prepare and forward in a timely manner all
reports and accountings requested by the CEO, the Board of Directors, or any statutory body
having regulatory authority over the Company and/or its subsidiaries, and will generally be
responsible for the Company’s financial management and administration functions.




Except when required to do so by law, the CFO must not directly or indirectly knowingly engage
in any activities or work which the Board deems to be detrimental to the best interests of the
Company.




The Company and the CFO will enter into an indemnification agreement identical to that approved
at the August 11, 2004 Annual General Meeting of the Company.




	12.	 	In case of inability to work due to illness or injury, the CFO must notify the Company
immediately and produce a medical certificate for any absence longer than three working days.




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	13.	 	The CFO is entitled to up to ten (10) days sick leave per year (but not more than three
consecutive days at any time) without a medical certificate.





Holidays





	14.	 	The CFO 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 United States of America but not in the Cayman
Islands unless the CFO is in the Islands on Company business over a Cayman public
holiday, and
	 
	 	(b)	 	four (4) weeks vacation to be taken at a time to be approved by the CEO.





Reimbursement of Expenses/Fees Earned





	15.	 	(a) All expenses for which the CFO claims reimbursement must be in accordance with any
policies established by the Company from time to time and must be within the operating budgets
approved by the Board of Directors. The Company must reimburse the CFO for the costs incurred
by the CFO in his performance of his duties and responsibilities under this Agreement upon
production of the necessary vouchers or, if he is unable to produce vouchers, on the CFO
proving, to the CEO’s satisfaction, the amount he has spent for those purposes.






(b) All fees and payments received by the CFO 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
CFO must account to the Company for them.



Non-Competition





	16.	 	The CFO agrees, as a separate and independent agreement, that he will not during any period
for which he has been remunerated under this Agreement, whether for his own account or for the
account of any other person, firm or company, either alone or jointly with or as manager,
agent for or employee of or as consultant to any person, company or firm, directly or
indirectly, carry on or be engaged or concerned or interested in any person firm or entity who
conducts business identical to or similar to that conducted by the Group in any jurisdiction
in which the Group carries on business (whether directly or indirectly).





Company Information, Documents, Confidentiality, and Non-Solicitation





	17.	 	(a) All information, documents, books, records, notes, files, memoranda, reports, customer
lists and other documents, and all copies of them, relating to the Group’s business or
opportunities which the CFO 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
Group’s property and equipment are and will remain the Group’s sole and






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	 	 	exclusive property both during the term of this Agreement and after its termination or
expiration;
	 
	 	 	(b) If this Agreement is terminated for any reason, or if the Company at any time requests, the
CFO 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
Group. Should the CFO afterwards require access to copies of such documents for any reasonable
purpose, the Company must provide them at his request;
	 
	 	 	(c) The CFO 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 Group any person,
firm or company who, at any time during the currency of this Agreement were employees, customers
or suppliers of or were in the habit of dealing with the Group.
	 
	18.	 	Except where such information is a matter of public record or when required to do so by law,
the CFO must not, either before or after this Agreement ends, disclose to any person any
information relating to the Group or its customers of which he becomes possessed while acting
as the CFO.





Termination





	19.	 	At the option of the Company, this Agreement will terminate and, except to the extent
previously accrued, all rights and obligations of both parties under it will cease if the CFO:






	 	(a)	 	dies; or
	 
	 	(b)	 	is convicted of any felony (whether or not relating to the Company or its
subsidiaries or affiliates).






	20.	 	(a) The Company may terminate this Agreement forthwith if the CFO knowingly commits any act
or omission that could reasonably be expected to result in material harm to the business or
reputation of the Company or any of its subsidiaries or affiliates, which failure and/or
conduct continues un-remedied for ten (10) days after written notice from the CEO to the CFO
setting forth in reasonable detail a description of such conduct, or otherwise conducts
himself in a manner that would justify immediate dismissal of an employee in accordance with
Section 51(1)(a)1 of 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 CFO 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






	 	1.	 	the CFO will be relieved of his duties, his salary reduced to
US$1,000.00 per annum and his bonus entitlement suspended, but





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	 	2.	 	the Company will continue to pay the full cost of providing
medical insurance for the CFO and his wife and minor children,






until the CFO is able once again to resume his duties in full.




If this incapacity continues for a period of one year (including the 60-day period
referred to above) the CFO’s employment will be deemed to have been terminated by
mutual consent at the expiration of that period.




	 	 	(c) The CFO may give six (6) months written notice of termination to the Company and if he does
so, this Agreement will terminate at the expiration of that period and, except to the extent
previously accrued, all rights and obligations of both parties under it will cease.






	 	 	1 Sections 51 – 53 (inclusive) of the Labour Law (2001 Revision) are attached






	21.	 	If this Agreement is terminated by the CFO in accordance with Clause 20(c) or by the Company
in accordance with Clause 20(a) or in accordance with Sections 51(1)(b)1,
51(1)(c)1 or 51(1)(f)1 of the Labour Law, all unvested tranches of the
option granted to the CFO pursuant to Clause 8 will be forfeited by the CFO as of the date of
service of the notice of termination. If this Agreement is otherwise terminated or in the
event of a Change in Control, as defined below, during the term of this Agreement, all
unvested tranches of the option granted to the CFO pursuant to Clause 8 will vest immediately.
	 
	 	 	If there is a Change of Control of the Company, then the CFO, at his option, may terminate this
Agreement upon one-hundred and twenty (120) days’ prior written notice (the “Notice Period”) to
the Company after the Change in Control. In that event, the Company must pay the CFO on the
last business day of the Notice Period in cash in one lump sum an amount equal to three times
the CFO’s then-current Base Salary. The parties agree that this paragraph is subject to
modification if required by the final regulations to be issued under Section 409A of the United
States Internal Revenue Code.
	 
	 	 	For the purposes of this Agreement, a “Change of Control” will be deemed to have taken place if:
(i) any person, including a “group” as defined in Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended, publicly announces that such person or group has become the beneficial
owner of more than 30% of the combined voting power (“Controlling Voting Power”) of the then
outstanding securities of the Company that may be cast for the election of directors of the
Company and (ii) the persons who were directors of the Company before such event cease to
constitute a majority of the Board of Directors of the Company, or any successor to the Company,
as the direct or indirect result of any person or group acquiring Controlling Voting Power.





Extension





	22.	 	On or before August 31st of each year during the Term of this Agreement (or any
extension of it), the CEO must determine whether to extend the Term of this Agreement, and if
the






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CEO so determines, the term of this Agreement will be extended such that the term will continue
for two (2) years from January 1st of the next following year.




If the CEO or Company determines not to extend the Agreement in any year, the Term of this
Agreement will expire on December 31st of that year and the Company, on that latter
date, must pay to the CFO, in cash, a severance payment equal to the CFO’s Base Salary for that
year as adjusted by Clause 6.



Notices





	23.	 	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 Secretary of the Company or to the CFO as the case
may be, or if it is sent by registered post to the 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.





Previous Agreements Superseded





	24.	 	This Agreement supersedes as of January 1st 2008 all prior contracts and
understandings between the parties relating to its subject-matter except that benefits earned
or accrued under any such prior contracts are not extinguished or affected.





Waiver





	25.	 	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





	26.	 	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





	27.	 	The headings are included for convenience only and have no legal effect.





Applicable Law and Jurisdiction





	28.	 	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. The CFO appoints David Scott (“the Process Agent”)
whose address at the date of this Agreement is P.O. Box 1114 GT,
Grand Cayman, Cayman Islands, his agent in
the Cayman Islands to receive on his behalf service of copies of the summons and complaint and
any other process which may be served





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	 	 	in any action or proceeding under this Agreement. Service may be made by personally serving the
Process Agent at the Process Agent’s above address, with a copy to the CFO at his address above,
and the CFO irrevocably authorises and directs the Process Agent to accept such service on his
behalf.





	 	 	 	 	 	 	 	 	 
	EXECUTED for and on behalf of

	 	 	)	 	 	CONSOLIDATED WATER CO. LTD.
	 	 
	CONSOLIDATED WATER CO. LTD.

	 	 	)	 	 	 	 	 
	By:

	 	 	)	 	 	 	 	 
	in the presence of:


	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	/s/
Tracey Ebanks

	 	 	)	 	 	/s/ Frederick W. McTaggart	 	 
	 

Witness

	 	 	)	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED by DAVID SASNETT

	 	 	)	 	 	 	 	 
	in the presence of:


	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	/s/
Douglas Vizzini

	 	 	)	 	 	/s/ David Sasnett	 	 
	 

	 	 	 	 	 	 	 	 
	Witness

	 	 	 	 	 	DAVID SASNETT	 	 







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