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Exhibit 10.11
EMPLOYMENT CONTRACT
THIS AGREEMENT is made the 19th day of August 1997 BETWEEN CAYMAN WATER COMPANY
LIMITED, a Cayman Islands company having its registered office at Trafalgar
Place, West Bay Road, P.O. Box 1114, ▇▇▇▇▇▇ Town, Grand Cayman, B.W.I. ("the
Company")
AND
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ of P.O. Box 1114, ▇▇▇▇▇▇ Town, Grand Cayman, B.W.I. ("The
President")
IT IS AGREED as follows:-
Employment
1 The President is engaged as President and Chief Operating Officer ("the
Capacities") of the Company for three (3) years commencing on the 19 of
August 1997 but subject to the extension provisions set out in clause
19 and subject to the termination provisions set out in clauses 16 and
17.
Remuneration
2 The President's salary is fixed until 31st December, 1997 at CI$
91,774.56 per annum payable monthly in arrears, less deductions (other
than for Medical Insurance) and other payments which the Company is by
law entitled or required to deduct from an employee's remuneration.
3 The President's salary will be reviewed as of each January 1st by
the Company's Board of Directors ("the Board") who may grant an
increase but shall not reduce the Presidents salary below the level set
out in Clause 2 hereof.
4 Further, for each completed financial year, beginning with the
financial year 1997, during which the President serves in the
Capacities, not later than 28th. February following the end of each
financial year, the President will be paid a bonus of:-
(a) 2.5% of the net profits of the Company calculated before
charging this bonus and before charging dividends or crediting
any amount accruing from the re-valuation of the Company's
assets, plus
(b) 5% of the amount by which the net profits of the Company,
determined as aforesaid, for that financial year exceed the
highest annual net profit determined in the same manner earned
by the Company in any prior financial year.
5 Further, subject to any approvals of Government which may be necessary
at the time at which the option is exercised, for each of the financial
years ending after 31st December, 1996, during which the President
serves for the full year in the capacities, the President shall be
granted an option to purchase at a price of US$2.50 per share payable
in cash in full on exercise of the option the lesser of:_
(a) 20,000 Ordinary shares of the Company, or
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(b) that number of Ordinary shares which, when added to the then
existing number of Ordinary shares which the President then
beneficially owns will equal 6% of all Ordinary shares then
issued by the Company
6 (1) The periods for exercise of the options to purchase shares in
the Company which have already vested under the President's
previous employment contracts with the Company in respect of
the years ended 28th February, 1995 and 1996 and the financial
year ended 31 December 1996, expire at the close of the
Company's business on the ninetieth day after the date of the
Auditors Report on the Financial Statements for the year
ending 31st December, 1998
(2) the options granted pursuant to Clause 5 shall be exercisable
by the President as follows :-
(a) Options vested in respect of the financial years
ending 31st December, 1997 and 1998 may be
exercised at any time after they vest and before the
close of the Company's business on the ninetieth day
after the date of the Auditors Report on the
Financial Statements for the year ending 31st
December, 1998.
(b) Options vested in respect of the financial year ended
31st December, 1999 and each financial year
thereafter may be exercised at any time after they
vest and before the close of the Company's business
on the day before the third anniversary of the date
of the Auditors Report on the Financial Statements
for that financial year.
Area
7 The President's work will be performed mainly in West Bay, Grand
Cayman. The Company reserves the right to transfer the President to any
other place of business which it may establish in the Cayman Islands.
Responsibilities
8 The President must devote substantially the whole of his time to the
Company's business and must use his best endeavours to promote the
Company's interest and welfare. Except where such information is a
matter of public record or when required to do so by law he must not
either before or after this Agreement ends disclose to any person any
information relating to the Company or its customers or any
confidential information of which he becomes possessed while acting in
the Capacities.
9 The President must perform the duties commonly performed by a chief
operating officer and also the duties reasonably required of and
assigned to him in his position as President and must discharge his
duties in accordance with the directions of the Board. The President
must perform his duties under this Agreement during normal business
hours from Mondays to Fridays inclusive (save 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 President must report to the Chairman of the
Board, diligently follow and implement all management policies and
decisions which the Board communicates to him, prepare and forward in a
timely manner all reports and accountings the Board requests and
generally be responsible for the effective operation of the Company in
accordance with pre-agreed financial and operating budgets. The
President will 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. Provided however the Company consents to the
President's
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continued involvement in the following activities:-
(a) share holder/director - HW Holdings Ltd.
(b) share holder/director - Eats Limited
(c) share holder/director - Psgetti's Limited
(d) share holder/director - FCM Ltd:-
10 In case of inability to work due to illness or injury, the President
must notify the Company immediately and produce a medical certificate
for any absence longer than ten working days. The Company may have the
President examined by a doctor approved by it. The President agrees to
submit to any medical examination which the Company requires.
11 The President will be entitled to up to ten (10) days sick leave per
year without a medical certificate.
Holidays
12 The President is entitled during every twelve (12) month period of
employment 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 at a time to be approved by the
Chairman of the Board.
Reimbursement of Expenses
13 All expenses for which the President claims reimbursement must be
within pre-approved budgets. Subject to this, the Company must
reimburse the President for the cost of entertaining the Company's
customers and travelling on the Company's business on the production of
the necessary vouchers or on the President's proving to the Company's
satisfaction the amount that he has spent for those purposes, even
though he is unable to produce vouchers.
Non-Solicitation
14 The President must not at any time while he is acting in the Capacities
or afterwards either on his own account or for 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 or at the
date when his employment ends were customers of or in the habit of
dealing with the Company.
Company Documents
15 All books, records, notes, files, memoranda, reports, customer lists
and other documents, and all copies of them relating to the Company's
business which the President keeps, prepares or conceives or which
become known to him or which are delivered or disclosed to or 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. If the President's employment is terminated for any reason
whether voluntarily or involuntarily, or if the Company at any time
requests, he must promptly deliver to the Company the originals and all
copies of all relevant documents that are in his possession, custody or
control, and any other property belonging to the Company.
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Termination
16 This Agreement will end and, except to the extent previously accrued,
all rights and obligations under it of the Company and the President
shall cease if any of the following events occurs:-
(a.) The President dies.
(b.) The President is adjudicated bankrupt or makes any composition
with his creditors.
(c.) The President gives six (6) months written notice to the
Company to terminate this Agreement
17 The Company may by notice end this Agreement with immediate effect if:-
(a.) The President conducts himself in a manner which would justify
immediate dismissal in accordance with the Labour Law
(b.) through physical or mental illness the President is unable to
discharge his duties for sixty (60) successive days, as to
which a certificate by any doctor appointed by the Company
shall be conclusive.
(c) The Company gives written notice to the President and pays to
him a sum equal to twice the President's annual salary as
described in clause 2 or as increased in accordance with
clause 3, for the year in which such termination takes place.
18 In the event that the Company terminates this agreement in accordance
with clause 17 (c) hereof:-
(a) any unvested options to purchase shares in the Company, as
described in clause 5, in respect of the financial year in
which the termination takes place shall automatically vest on
a pro rata basis proportional to the ratio which the period of
employment up to the date of termination bears to that
calendar year.
(b) the Company shall remain obliged to keep all benefits,
including but not limited to medical insurance and pension
contributions, to which the President was entitled as at the
date of his termination paid and available to the President
for a period of two (2) years from the date of termination.
Extension
19 In the absence of a written agreement to the contrary, on 1st. August
of each year, the term of this Agreement shall be automatically
extended upon the same terms by a period of one year.
Notices
20 Any notice to be served under this Agreement must be in writing and
will be deemed duly served if in the case of one addressed to the
Company it is sent by registered post or left at the Company's
registered office, or in the case of one sent to the President it is
handed to him personally or is delivered to his last known residential
address in the Cayman Islands.
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A notice sent by post will be deemed to be served on the third day
following the date on which it is posted.
Previous Agreements Superseded
21. This Agreement supersedes all prior contracts and understandings
between the parties and may not be changed or terminated orally, and no
change, termination or attempted waiver of any of its provisions will
be binding unless in writing and signed by the party against whom it is
sought to be enforced.
Clause Headings
22. The clause headings are included for convenience only and have no legal
effect.
Applicable Law and Jurisdiction
23. This Agreement will be construed and the legal relations between the
parties determined in accordance with the laws of the Cayman Islands
and the parties agree to submit to the jurisdiction of the Cayman
Islands Courts. Whenever possible, each provision of this Agreement
will be interpreted in such a manner as to be effective and valid, but
if any provision of this Agreement or the application of it is
prohibited or 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
application, and to this end the provisions of this Agreement are
declared to be severable.
EXECUTED by and on behalf of CAYMAN WATER COMPANY
CAYMAN WATER COMPANY LIMITED LIMITED
by
in the presence of
/s/ [illegible] Per: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Witness
EXECUTED by ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
in the presence of:-
/s/ ▇▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Witness ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
