EX-10.12






Exhibit 10.12




ENGAGEMENT AGREEMENT




THIS AGREEMENT is made the 16th day of January 2008




	 	 	 
	BETWEEN:
	 	CONSOLIDATED WATER CO. LTD.,

	 	 	a Cayman Islands company having its registered office at

	 	 	Windward Three, 4th Floor

	 	 	Regatta Office Park, West Bay Road

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

	 	 	Cayman Islands

	 	 	(“the Company”)

	 	 	 

	AND:
	 	GERARD PEREIRA

	 	 	of P. O. Box 11892, Grand Cayman, KY1-1011,

	 	 	Cayman Islands

	 	 	(“the Vice-President”)







IT IS AGREED:-




Engagement





	1.	 	The Vice-President is engaged as Vice-President of Sales and Marketing commencing on the
1st day of January, 2008 subject to the termination provisions set out in Clauses
18 and 19.
	 
	Remuneration
	 
	2.	 	The Vice-President’s Base Salary will be US$132,750 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 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 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.




 









 












	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 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.
	 
	6.	 	The Vice-President’s Base Salary will be reviewed as of January 1st 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.
	 
	7.	 	If by not later than January 31st 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.
	 
	8.	 	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.





Responsibilities





	9.	 	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.
	 
	10.	 	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 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.




2









 












	 	 	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.
	 
	 	 	The Vice-President’s powers and responsibilities include the following:-






	 	(a)	 	Directing and managing all Company sales and marketing activities.
	 
	 	(b)	 	Identifying and developing new customers for the Company’s products and
services.
	 
	 	(c)	 	Coordinate marketing efforts in new territories with the Chairman of the Board.
	 
	 	(d)	 	Researching and developing strategies and plans which identify marketing
opportunities and new project development.
	 
	 	(e)	 	Preparing and managing sales and marketing budgets.
	 
	 	(f)	 	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.
	 
	 	(g)	 	Representing the Company at various trade shows, industry group and business
conferences.
	 
	 	(h)	 	Supervising the preparation, issuance, and delivery of sales & marketing
materials, exhibits, and promotional programs.
	 
	 	(i)	 	Promoting positive relations with partners, vendors, and customers.
	 
	 	(j)	 	Overseeing the supervision of subordinate personnel, including work allocation,
training, and problem resolution, evaluating performance; making recommendations for
personnel actions and motivating employees to achieve peak productivity and
performance;
	 
	 	(k)	 	Preparing and presenting the monthly operations reports on the activities of
the Department to management and the Board;
	 
	 	(l)	 	Carrying out any special projects which may be assigned to the Vice President
from time to time.






	 	 	The Vice-President 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 Cayman Islands and
abroad, may, from time to time, require work to be undertaken on Saturdays, Sundays and
public holidays.




3









 












	 	 	The Vice-President must not directly or indirectly engage in any activities or work which
the Board deems to be detrimental to the best interests of the Company, but the Company
consents to the Vice President’s continued involvement as the Internet web site
administrator of Barnes Dance Academy Ltd.
	 
	11.	 	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 three
working days.
	 
	12.	 	The Vice-President 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





	13.	 	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 CEO.





Reimbursement of Expenses/Fees Earned





	14.	(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
CEO’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





	15.	 	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 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 which 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).




4









 











Company Information, Documents, Confidentiality, and Non-Solicitation





	16.	(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 its termination
or expiration ;
	 
	 	(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 afterwards
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 or which, 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.






	17.	 	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





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






	 	(a)	 	The Vice-President dies.
	 
	 	(b)	 	The Vice-President gives three (3) months written notice of termination to the
Company.
	 
	19.	(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 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 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




5









 












	 	(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.
	 
	 	(c)	 	The Company may terminate this Agreement at any time upon serving three month’s
notice to the Vice-President and paying the Vice-President severance pay in accordance
with the Labour Law or in an amount equal to six-twelfths of the Base Salary, as
adjusted by Clause 6, whichever amount is greater.
	 
	 	(d)	 	If:-






	 	(i)	 	the Vice-President terminates this Agreement under Clause 18(b); or
	 
	 	(ii)	 	the Company terminates this Agreement under paragraph (a) of this
Clause or in accordance with Sections 51(1)(b)1, 51(1)(c)1
or 51(1)(f)1 of the Labour Law;






	 	 	 	all unvested options of the Vice-President under the Plan will be deemed to have
expired as of the date of service of the notice of termination.






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





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 Secretary 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.





Previous Agreements Superseded





	21.	(a)	 	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.




6









 












	 	(b)	 	In particular, the Participation Agreement dated                      between the
Company and the Vice-President relating to the Vice-President’s participation in the
Company’s Share Incentive Plan is terminated by mutual consent as of December
31st 2007, except that benefits earned or accrued under that Agreement 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:

in the presence of:

 	 
	/s/ C. Ebanks
 	 
	Witness                                          	 
	 	 
	 






	 	 	 	 	 
	CONSOLIDATED WATER CO. LTD.




 	 
	/s/ Frederick W. McTaggart
 	 
	Director 	 
	 	 
	 










	 	 	 	 	 
	EXECUTED by GERARD PEREIRA

in the presence of:

 	 
	/s/ Illegible
 	 
	Witness                                          	 
	 	 
	 






	 	 	 	 	 
	 


	 
	/s/ Gerard Pereira
 	 
	GERARD PEREIRA 	 
	 	 
	 









7