EX-10.21






Exhibit 10.21

CONFIDENTIAL TREATMENT

REQUESTED PURSUANT TO RULE 406



Certain portions of this exhibit have been omitted pursuant to a request for
confidential treatment under Rule 406 of the Securities Act of 1933, as
amended. The omitted materials have been filed separately with the Securities
and Exchange Commission.




CHINA HYDROELECTRIC CORPORATION




August 01, 2009




Michael H. Best

Best@snet.net




Dear Michael,



We at China Hydroelectric Corporation (“CHC”) are pleased to engage your services on a consulting
basis.



The consulting agreement describing your relationship with us is set forth below:




CONSULTING AGREEMENT



This consulting agreement (the “Agreement”) outlines the terms pursuant to which CHC engages
Michael H. Best, a person residing in the State of Connecticut (“Best” or the “Consultant”), with
respect to performing consulting services for CHC.





	I.	 	ENGAGEMENT






	CHC hereby engages and retains Best as the Consultant to perform the Services (as that term is
hereinafter defined) and Best hereby accepts such appointment on the terms and subject to the
conditions hereinafter set forth and agrees to use his best efforts in providing such Services.






	II.	 	INDEPENDENT CONTRACTOR




Best shall be, and in all respects be deemed to be, an independent contractor in the performance of
his duties hereunder, any law of any jurisdiction to the contrary notwithstanding.





	A.	 	No activity, employment, venture, business or other pursuit of Best during the term of this
Agreement shall conflict with Best’s obligations under this Agreement or be adverse to CHC’s
interests during the term of this Agreement.
	 
	III.	 	SERVICES
	 
	A.	 	Best shall provide CHC with the following services (the “Services”), which are being rendered
in connection with CHC’s business of acquiring hydroelectric projects (altogether, the
“Transactions”) located in the People’s Republic of China (the “PRC”).




Best agrees to render his Services to CHC for a year period commencing on signing of this




558 Lime Rock Road, Lakeville, Connecticut 06039

Telephone: (860) 435-7000 Facsmile: (860) 435-6540






 









 







Agreement
and renewable annually upon the mutual consent of both parties:





	 	1.	 	Due Diligence: At least 50% of your time will be spent on project acquisition
and management as follows: i) assist CHC, as needed, to provide engineering input re
on-the-ground China activities including reviews, analysis, reports and recommendations
of the engineering and construction aspects of CHC operations, including: i) all
potential acquisition targets (“PATs”) as presented by CHC management team; and ii) all
expansion and construction of existing projects; and iii) any development projects.
	 
	 	 	 	Internal Reports: Prepare internal engineering due diligence reports on PATs for
CHC management and supply descriptions and information of assets as needed for
Company collateral documents and offering materials.
	 
	 	2.	 	Investor Road Show Activities: 50% of your time will be available to assist
CHC with respect to your area of expertise to execute its investor road shows.
	 
	 	 	 	Board of Director Reports: Advise CHC Board of Directors when required, including
written and PowerPoint reports.






	B.	 	In conjunction with the Services, Best agrees to:






	 	1.	 	Make himself available to CHC during normal business hours for reasonable
periods of time, on telephonic conference calls and when requested, at other physical
locations subject to reasonable advance notice and mutually convenient scheduling, for
the purpose of rendering the Services to CHC in connection with the Transactions.






	IV.	 	COMPENSATION




In consideration for the Services, the CHC agrees that Best shall be entitled to compensation as
follows:





	A.	 	CHC shall pay Best [***] annually and in addition, Best shall be eligible for stock
options and bonuses at the discretion of the Board of Directors.






	V.	 	EXPENSES






	A.	 	It is expressly agreed and understood that CHC will reimburse Best for all reasonable
expenses incurred in the provision by him of the Services, including travel, hotel, local
transportation, and meal expenses incurred by him relating to the Transactions, all to be
approved by CHC in advance.






	VI.	 	REPRESENTATIONS, WARRANTIES AND COVENANTS.




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	A.	 	Best acknowledges that by the very nature of his relationship with CHC and its affiliates, he
will, from time to time, have knowledge of or access to confidential and material non-public
information, and Best hereby agrees and covenants that:






	 	1.	 	Best will utilize reasonable efforts to safeguard and prevent the dissemination
by him of such information to third parties unless authorized in writing by CHC to do
so as may be necessary in the performance of his Services under this Agreement.






	B.	 	EXECUTION. The execution, delivery and performance of this Agreement, in the time and manner
herein specified, will not conflict with, result in a breach of, or constitute a default under
any existing agreement, indenture, or other instrument to which Best is a party or by which he
may be bound or affected.






	C.	 	CORPORATE AUTHORITY. CHC and Best have full legal authority to enter into this Agreement and
to perform the same in the time and manner contemplated.






	D.	 	The individuals whose signatures appear below are authorized to sign this Agreement on behalf
of themselves or their respective parties.






	VII.	 	TERM AND TERMINATION






	A.	 	The term of this Agreement shall extend one year from the execution of this Agreement.






	VIII.	 	OTHER MATERIAL TERMS AND CONDITIONS:
	 
	A.	 	LAWS OF THE STATE OF NEW YORK. This Agreement shall be deemed to be made in, governed by and
interpreted under and construed in all respects in accordance with the laws of the State of
New York, irrespective of the country or place of domicile or residence of either party.
	 
	B.	 	MODIFICATION AND WAIVER. A modification or waiver of any of the provisions of this Agreement
shall be effective only if made in writing and executed with the same formality as this
Agreement.




If you are in agreement with the foregoing, please so indicate in the space provided below.




	 	 	 	 	 
	Sincerely,

 	 	 
	By:  	/s/ Mary E. Fellows
 	 	 
	 	Mary E. Fellows 	 	 
	 	Executive Vice President

China Hydroelectric Corporation 	 	 



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APPROVED




	 	 	 	 	 
	 	 	 
	By:  	                          /s/ Michael H. Best
 	 	 
	 	Michael H. Best 	 	 
	 	 	 	 




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