Exhibit 10.11
EMPLOYMENT CONTRACT
THIS AGREEMENT is made the 30th day of September, 2003
BETWEEN: CONSOLIDATED WATER CO. LTD., a Cayman Islands company having
its registered office at Trafalgar Place, West Bay Road, P. O.
Box 1114GT, Grand Cayman, B.W.I. ("the Company")
AND: PETER D. RIBBINS of P.O. Box 1114GT,
Grand Cayman, B.W.I. ("the Director of Public Relations")
IT IS AGREED as follows:-
EMPLOYMENT
1. The Director of Public Relations is engaged and employed as an
Officer of the Company with responsibility for public
relations, excluding financial and investor relations, ("the
Capacities") commencing on the 16th day of October, 2000 but
subject to the termination provisions set out in Clause 15.
During the term of this Agreement the Board of Directors of
the Company ("the Board") will propose the appointment of the
Director of Public Relations as an Officer of the Company and
will vote in favor of such proposal.
REMUNERATION
2. The salary of the Director of Public Relations is fixed until
October 31, 2005 at CI$50,000 per annum, payable monthly in
arrears, less deductions (other than for Medical Insurance)
and other amounts which the Company is, by law, entitled or
required to deduct from an employee's remuneration.
Thereafter, the salary of the Director of Public Relations
shall be as agreed between the parties hereto.
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 Director of Public Relations and
his family.
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The Director of Public Relations will remain as a member of
the pension scheme provided for the Company's employees from
time to time and the Company will make contributions thereto
on behalf of the Director of Public Relations as it is
required to do pursuant to the law.
3. The Director of Public Relations' salary will be reviewed as
of January 1st each year by the Company's Board who may grant
an increase (and/or make a payment by way of bonus) but who
shall not reduce the Director of Public Relations' salary
below the level set out in Clause 2 hereof.
AREA
4. The Director of Public Relations' work will be performed
mainly in West Bay, Grand Cayman.
The Company reserves the right to transfer the Director of
Public Relations to any other place of business which it may
establish in the Cayman Islands.
RESPONSIBILITIES
5. Until October 31, 2005, the Director of Public Relations must
devote substantially the whole of his time to the Company's
business and must use his best endeavors to promote the
Company's interests and welfare.
Except where such information is a matter of public record or
when required to do so by law, the Director of Public
Relations must not, either before or after this Agreement
ends, disclose to any person any information relating to the
Company, its business, customers, suppliers or employees or
any other confidential information of which he becomes
possessed while acting in the Capacities.
6. The Director of Public Relations must perform the duties
reasonably required of and assigned to him by the President or
the Board.
The Director of Public Relations must perform his duties under
this Agreement during normal business hours from Monday to
Friday inclusive (save on bank holidays) but he accepts that
his duties, which include travelling on the company's business
both within the
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Cayman Islands and abroad, may, from time to time, require
work to be undertaken on Saturdays, Sundays and bank and
public holidays.
The Director of Public Relations must report to the President,
diligently follow and implement all management policies and
decisions which the Board communicates to him and prepare and
forward in a timely manner all reports and accountings the
President or the Board requests.
The Director of Public Relations 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, that the Company consents to the
Director of Public Relations continued involvement as a
shareholder and director of Eats Limited.
7. In the case of inability to work due to illness or injury, the
Director of Public Relations must notify the Company
immediately and produce a medical certificate for any absence
longer than ten working days.
The Company may have the Director of Public Relations examined
by a doctor approved by it.
The Director of Public Relations agrees to submit to any
medical examination that the Company requires.
8. The Director of Public Relations will be entitled to up to ten
(10) days sick leave per year without a medical certificate.
HOLIDAYS
9. The Director of Public Relations is entitled, during every
twelve (12) month period of employment to the following
holidays:-
(a) all public holidays in the Cayman Islands, and
(b) six (6) weeks vacation at a time to be approved by
the President.
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REIMBURSEMENT OF EXPENSES
10. All expenses for which the Director of Public Relations claims
reimbursement must be within pre-approved budgets. Subject to
this, the Company must reimburse the Director of Public
Relations 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 Director of Public Relations'
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
11. The Director of Public Relations 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 endeavor 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 employees or customers of or
were in the habit of dealing with the Company.
COMPANY DOCUMENTS
12. 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 Director of Public Relations
keeps, prepares or conceives or which become known to him or
which are delivered or disclosed to him 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 Director of Public Relations' employment is terminated
for any reason whether voluntarily or involuntarily or if the
Company at any time requests, the Director of Public Relations
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.
TERMINATION
13. Except as provided herein and to the extent previously
accrued, all rights and obligations of the Company and the
Director of Public Relations shall cease if any of the
following events occurs:-
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(a) The Director of Public Relations dies.
(b) The Director of Public Relations is adjudicated
bankrupt or makes any composition with his creditors.
(c) The Director of Public Relations gives six (6) months
written notice to the Company to terminate this
Agreement.
(d) with immediate effect if the Director of Public
Relations conducts himself in a manner which would
justify dismissal in accordance with the Labour Law.
Provided, however, that the Director of Public Relations shall
remain an employee of the Company during his life and be
entitled to participate, at his own expense, in any Medical
Insurance provided for the Company's Employees from time to
time.
NOTICES
14. Any notice to be served under this Agreement must be in
writing and will be deemed duly served if, in the case of a
notice addressed to the Company, it is sent by registered post
or left at the Company's registered office, or, in the case of
a notice sent to the Director of Public Relations, it is
handed to him personally or is delivered to his last known
residential address in the Cayman Islands.
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
15. This Agreement supersedes all prior contracts and
understandings between the parties and may not be changed or
terminated orally.
No change or attempted waiver of any provision of this
Agreement will be binding unless in writing and signed by the
party against it is sought to be enforced.
CLAUSE HEADINGS
16. Clause headings are included herein for convenience only and
have no legal effect.
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APPLICABLE LAW AND JURISDICTION
17. 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 Island's courts.
Whenever possible, each provision of this Agreement will be
interpreted in such 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 CONSOLIDATED WATER CO. LTD.
The Company by
In the presence of:-
/s/ Tracey Ebanks /s/ Frederick McTaggart
- ----------------------------- ------------------------------------
Witness Director
Tracey Ebanks Frederick McTaggart
EXECUTED by the
Director of Public Relations
In the presence of:-
/s/ Tracey Ebanks /s/ Peter Ribbins
- ----------------------------- ------------------------------------
Witness Peter D. Ribbins
Tracey Ebanks Peter Ribbins
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