This agreement is made on 26 May 2009 between**(1)** Vodafone Group Public Limited Company incorporated in the UK with registered number 1833679whose registered office is at Vodafone House, The Connection, Newbury, Berkshire RG14 2FN (the“**Company**”); and **(2)** Michel Combes of, Flat 4, 13 Queensgate Gardens, London, SW7 5LY, (the “**Executive**”).This agreement records the terms on which the Executive will serve the Company.**1** **Interpretation**   In this agreement (and any schedules to it): **1.1** **Definitions**   “**Board**” means the board of directors of the Company from time to time or any person orcommittee nominated by the board of directors as its representative for the purposes of thisagreement;   “**Employment**” means the employment governed by this agreement;   “**Group**” means the Company and any other company which is its subsidiary or in which theCompany or any subsidiary of the Company controls not less than 20% of the voting shares(where “**Subsidiary**” has the meaning given to it by Section 1159 of the Companies Act 2006);   “**Group Company**” means a member of the Group and “**Group Companies**” will be interpretedaccordingly;   “**Listing Rules**” means the Listing Rules made by the UK Listing Authority under section 74 ofthe Financial Services and Markets Act 2000;   “**Remuneration Committee”**means the Remuneration Committee of the Board from time to time;   “**Termination Date**” means the date on which the Employment terminates; and   “**UK Listing Authority**” means the Financial Services Authority in its capacity as competentauthority under the Financial Services and Markets Act 2000. **2** **Commencement of Employment** **2.1** The Employment will start on 1 June 2009 (the “**Commencement Date**”). The Employment willcontinue until termination in accordance with the provisions of this agreement. **2.2** The Executive warrants that he is not prevented from taking up the Employment or fromperforming his duties in accordance with the terms of this agreement by any obligation or dutyowed to any other party, whether contractual or otherwise. **3** **Appointment and Duties of the Executive** **3.1** The Executive will serve as Chief Executive, Europe Region of the Company, or such otherposition as may be agreed from time to time. **3.2** The Executive will: **3.2.1** devote the whole of his working time, attention and skill to the Employment;
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 **3.2.2** fulfil with due diligence and to the best of his ability the obligationsincumbent upon him pursuant to his appointment;  **3.2.3** accept any offices or directorships as reasonably required by the Board;  **3.2.4** comply with all rules and regulations issued by the Company or any relevantGroup Company;  **3.2.5** obey the lawful directions of the Board; and  **3.2.6** promote the interests and reputation of the Group.**3.3** The Executive accepts that, subject always to his consent (which he will not unreasonablywithhold or delay), the Company may: **3.3.1** require him to perform duties for any other Group Company whether for thewhole or part of his working time. The Company will remain responsible for thepayments and benefits he is entitled to receive under this agreement;  **3.3.2** appoint any other person to act jointly with him; and  **3.3.3** transfer the Employment to any other Group Company.**3.4** The Executive will keep the Board (and, where appropriate the board of directors of any otherGroup Company) fully informed of his conduct of the business, finances or affairs of theCompany or any other Group Company in a prompt and timely manner. He will provide informationto the Board in writing if requested. **3.5** The Executive will promptly disclose to the Board full details of any wrongdoing of which heis or becomes aware by any employee of any Group Company where that wrongdoing is material tothat employee’s employment by the relevant company or to the interests or reputation of anyGroup Company. **3.6** At any time during the Employment the Company may require the Executive to undergo a medicalexamination by a medical practitioner appointed by the Company. The Executive authorises thatmedical practitioner to disclose to the Company any report or test results prepared orobtained as a result of that examination which are relevant to the Employment and to discusswith it any matters arising out of the examination which are relevant to the Employment orwhich might prevent the Executive properly performing the duties of the Employment. **4** **Hours** **4.1** The Executive and the Company agree that the Executive is a managing executive for thepurposes of the Working Time Regulations 1998 (the “**Regulations**”) and is able to determine theduration of his working time himself. As such, the exemptions in Regulation 20 of theRegulations will apply to the Employment. **5** **Interests of the Executive** **5.1** The Executive will disclose promptly in writing to the Board all his interests (for example,shareholdings or directorships) in any businesses whether or not of a commercial or businessnature except his interests in any Group Company. The Executive has disclosed his interests atthe date of this agreement to the [Company Secretarial Department].
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**5.2** Subject to clause 5.3, during the Employment the Executive will not be directly or indirectlyengaged or concerned in the conduct of any activity which is similar to or competes with anyactivity carried on by any Group Company except as a representative of the Company or with thewritten consent of the Board. **5.3** The Executive may not hold or be interested in investments which amount to more than five percent of the issued investments of any class of any one company whose investments are listed orquoted on any recognised Stock Exchange or dealt in on the Alternative InvestmentsMarket. **5.4** The Executive may serve as a non-executive director of not more than one non-Group companyquoted on a recognised Stock Exchange, provided he has prior Board approval to do so. **5.5** The Executive will (and will procure that his “connected persons”, including his spouse anddependent children) comply with all rules of law, including the Criminal Justice Act 1993, theFinancial Services and Markets Act 2000, the Model Code as set out in Annex 1 to Listing Rule9 in the Financial Services Authority’s Listing Rules as amended from time to time and rulesor policies applicable to the Company from time to time in relation to the holding or tradingof securities. **5.6** Location   The Executive will work at the principal office of the Company or anywhere else within theUnited Kingdom required by the Board. He may be required to travel and work outside the UnitedKingdom from time to time. **6** **Salary and Benefits** **6.1** The Company will pay the Executive a salary of £740,000 per annum. Salary will be paidmonthly in arrears by bank credit transfer on or about the 28th day of each month.Salary will be reviewed annually and the revised salary, if different, will take effect from 1July. **6.2** The salary referred to in clause 6.1 includes director’s fees from the Group Companies andany other companies in which the Executive is required to accept a directorship under theterms of this Employment. To achieve this: **6.2.1** the Executive will repay any fees he receives to the Company; or  **6.2.2** his salary will be reduced by the amount of those fees; or  **6.2.3** a combination of the methods set out in clauses 6.2.1 and 6.2.2 will be applied.  References to fees in clause 6.2 exclude any fees received as a result of a directorshipheld in accordance with clause 5.4.**6.3** In addition to the remuneration referred to in clause 6.1 above, the Executive may, at theabsolute discretion of the Remuneration Committee be invited to participate in short-term andlong-term incentive plans and schemes in accordance with the rules of those plans from time totime in force and the Company’s executive remuneration policy as determined by theRemuneration Committee and approved by the Company’s shareholders in general meeting from timeto time.
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**6.4** To assist in the performance of his duties under this agreement the Executive will, duringthe continuance of the Employment be entitled to the benefits of the UK car policy asapplicable to directors of the Company from time to time, a copy of which policy has beenprovided to the Executive. **6.5** The Executive may choose to be a member of the director’s section of the Company’s definedcontribution pension plan which currently provides a maximum Company contribution of 30% ofbasic salary provided the Executive contributes at least 5% of basic salary The Executive hasthe opportunity to choose the level of contribution and to select the investment funds and thetype of pension benefits that are ultimately bought with the pension fund. The pension planprovides life insurance at currently four times salary which is effective from theCommencement Date. Further details of the pension plan are contained in a booklet which willbe provided to the Executive. **6.6** If the Executive elects not to join the pension plan the Company will provide a taxable cashallowance of 30% of basic salary in lieu of the Company pension contribution. The Executivewill continue to receive life insurance cover on the same basis as that set out in clause 6.5above. If the Executive does not make a positive election either to join or to opt out of thepension plan three months after the Commencement Date there will be automatic enrolment in thepension plan at the minimum contribution rate which is 2% of basic salary from the Executiveand 6% of basic salary by the Company. The Executive may opt out of the pension plan at anytime. **6.7** Without prejudice to the Company’s right to terminate the Employment at any time inaccordance with clause 10 if the Executive complies with any eligibility or other conditionsset by the Company and any insurer appointed by the Company from time to time (the “**Insurer**”),the Executive will be provided with long-term disability insurance. The terms upon which thisinsurance is provided and the level of cover will be in accordance with Company policy fromtime to time but currently an income of two thirds of basic salary is provided to employees onlong-term total disability up to their normal retirement date at 65. The Executiveunderstands and agrees that if the Insurer fails or refuses to provide him with any benefitunder the insurance arrangement provided by the Company, the Executive will have no right ofaction against the Company in respect of such failure or refusal. **6.8** If the Executive complies with any eligibility requirements or other conditions set by theCompany and any insurer appointed by the Company, the Executive and his partner and childrenunder 18 years of age or, children under 21 years of age if in full time education mayparticipate in the Company’s private health insurance arrangements at the Company’s expenseand subject to the terms of those arrangements from time to time. The Company reserves theright at any time to withdraw this benefit or to amend the terms upon which it is provided. **6.9** The Executive is entitled to 28 days’ paid holiday each year (in addition to English Bank andother public holidays) to be taken at times approved in advance by the Board. In addition theExecutive shall be entitled to an additional day’s holiday for each five years of continuousservice up to a maximum of 3 days. The leave year runs from 1 December to 30 November. TheExecutive agrees that the provisions of Regulations 15(1)-(4) inclusive of the Regulations(dates on which leave is taken) do not apply to the Employment.   Holiday entitlement will be calculated on a monthly basis and accrue on the basis ofcompleted whole calendar months of Employment. The Executive will be paid for any accruedholiday not taken at the Termination Date. The Company may require the
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  Executive to take accrued holiday during any notice period. If on the Termination Date theExecutive has exceeded his accrued holiday entitlement, the excess may be deducted from anysums due to him. The formula for calculating the amount of holiday due to the Executive andany payments or repayments to be made is 1/260 of the Executive’s annual basic salary. **6.10** Subject to the rights of the Company under clause 10.6 of this agreement, if the Executiveduring this agreement is incapacitated by ill health or accident from performing his dutiesunder this agreement he will, during the period of any such incapacity be entitled to CompanySick Pay Scheme subject to and in accordance with the terms of the Scheme — (full details ofwhich have been supplied to the Executive) if and for so long as such Scheme remains in forcebut he shall not be entitled to receive any other remuneration under this clause 6. **6.11** If the Executive is absent from work due to sickness or injury which is caused by the faultof another person, and as a consequence recovers from that person or another person any sumrepresenting compensation for loss of salary under this agreement, the Executive will repay tothe Company any money it has paid to him as salary in respect of the same period of absence. **7** **Expenses** **7.1** The Company will refund to the Executive all reasonable expenses properly incurred by him inperforming his duties under this agreement, provided that these are incurred in accordancewith Company policy from time to time. The Company will require the Executive to producereceipts or other documents as proof that he has incurred any expenses he claims. **8** **Confidentiality** **8.1** Without prejudice to the common law duties which he owes to the Company, the Executive agreesthat he will not, except in the proper performance of his duties, copy, use or disclose to anyperson any of the Company’s trade secrets or confidential information. This restriction willcontinue to apply after the termination of the Employment without limit in time but will notapply to trade secrets or confidential information which become public other than throughunauthorised disclosure by the Executive. The Executive will use his best endeavours toprevent the unauthorised copying, use, or disclosure of such information.   For the purposes of this agreement trade secrets and confidential information include butwill not be limited to; names of clients, suppliers, reports, papers, data and otherconfidential information in any form prepared by the Company or acquired by it and any otherinformation in whatever form (written, oral, visual and electronic) concerning theconfidential affairs of the Company. **8.2** In the course of the Employment the Executive is likely to obtain trade secrets andconfidential information belonging or relating to other Group Companies and other persons. Hewill treat such information as if it falls within the terms of clause 8.1 and clause 8.1 willapply with any necessary amendments to such information. If requested to do so by the Companythe Executive will enter into an agreement with other Group Companies and any other persons inthe same terms as clause 8.1 with any amendments necessary to give effect to this provision.
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**8.3** Nothing in this agreement will prevent the Executive from making a “protected disclosure” inaccordance with the provisions of the Employment Rights Act 1996. **9** **Intellectual Property Rights** **9.1** The Executive will promptly inform the Company if he makes, creates or is involved in makingor generating an Invention, Work or Information during the Employment and will give theCompany sufficient details of it to allow the Company to assess the Invention, Work orInformation and to decide whether the Invention, Work or Information belongs to the Company.The Company will treat any Invention, Work or Information which does not belong to it asconfidential.   “**Invention**” means any invention (whether patentable or not within the meaning of the PatentsAct 1977 or other applicable legislation in any other country) relating to or capable ofbeing used in the business of the Company.   “**Work**” means any discovery, design, database or other work (whether registrable or not andwhether a copyright work or not) which is not an Invention and which the Executive createsor is involved in creating: **9.1.1** in connection with or in the course of his Employment; or  **9.1.2** relating to or capable of being used in those aspects of the businesses of theGroup Companies in which he is involved.  **“Information”**means any idea, method or information which is not an Invention or Workgenerated by the Executive either:  **9.1.3** in connection with or in the course of the Employment, or  **9.1.4** outside the course of the Employment, but relating to the business, finance oraffairs of any Group Company.**9.2** The Executive is not entitled to any additional compensation for any Invention, Work orInformation; such achievements are compensated by base salary. **9.3** The Executive shall not make copies of any computer files belonging to any Group Company ortheir service providers and shall not introduce any of his own computer files into anycomputer used by any Group Company in breach of any Group Company policy, unless he hasobtained the consent of the Company] **10** **Termination and Suspension** **10.1** The Employment will continue until terminated by either party giving written notice as setout in clause 10.2. **10.2** Either party may terminate the Employment by giving not less than twelve months’ writtennotice to the other. **10.3** Subject to the Employment Equality (Age) Regulations 2006) and notwithstanding the otherprovisions of this agreement and in particular clause 10.2, the Employment will automaticallyterminate (if not already terminated) on the Executive’s 65th birthday. **10.4** Once notice to terminate has been given by either party in accordance with clause 10.2 theCompany reserves the right, exercisable at any time and in its absolute discretion, toterminate the Executive’s employment forthwith by notice in writing. In such event, the
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  Company shall pay the Executive in lieu of the unexpired period of notice the sums or sumcalculated and payable in accordance with clause10.5 (together the “PILON”). The PILON shallnot constitute a debt payable by the Company and, from the Termination Date in accordancewith this clause, the Executive shall be obliged to mitigate his losses flowing from suchtermination subject only to abiding by the obligations as set out in clause 12**.**For thepurposes of this clause and clause 10.5, the Executive’s obligation to mitigate shall be totake such steps to mitigate as he would have been required to take at common law had he beendismissed in breach of the terms of this agreement. **10.5** The amount of the PILON shall be such sum as the Executive would have received in basicsalary (at the rate in force, and applicable, at the Termination Date) had the employmentcontinued throughout the unexpired notice period less the aggregate of (a) any sums earned orreceived by the Executive as a result of his obligation to mitigate his losses and (b)deductions for income tax and employee’s national insurance contributions. The PILON shall bepayable in installments at the same intervals and on the same dates as salary payments wouldhave been made to the Executive had the employment continued. The Executive shall, no laterthan the 15th day of each month during which installments of the PILON are payable, provide tothe Company a statement of all sums earned or received by the Executive referable to theperiod for which the next installment of the PILON falls to be made. In the absence of receiptof any such statement, payment of the relevant installment of the PILON shall be delayed until7 working days after receipt of the statement. **10.6** The Company may terminate the Employment with immediate effect by giving written notice ifthe Executive does not perform the duties of the Employment for a period of 130 days (whetheror not consecutive) in any period of 365 days because of sickness, injury or other incapacity.This notice can be given whilst the Executive continues not to perform his duties or on expiryof the 130 day period. In this clause, ‘days’ includes Saturdays, Sundays and public holidays. **10.7** The Company may terminate the Employment with immediate effect by giving written notice ifthe Executive: **10.7.1** if after due notice, he has not performed his duties under this agreement to thestandard required by the Board or does not comply with any lawful order or directiongiven by the Board; or  **10.7.2** commits any serious or persistent breach of his obligations under or does not complywith any material term of this agreement; or  **10.7.3** is guilty of any gross misconduct or conducts himself (whether in connection with theEmployment or not) in a way which is harmful to any Group Company; or  **10.7.4** is guilty of dishonesty or is convicted of a criminal offence (other than a motoringoffence which does not result in imprisonment) whether in connection with theEmployment or not; or  **10.7.5** commits (or is reasonably believed by the Board to have committed) a breach of anylegislation in force which may affect or relate to the business of any Group Company;or  **10.7.6** becomes of unsound mind, is bankrupted or has a receiving order made against him ormakes any general composition with his creditors or takes advantage of any statuteaffording relief for insolvent debtors; or
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 **10.7.7** becomes disqualified from being a director of a company or the Executive’sdirectorship of the Company terminates without the consent or concurrence of theCompany.**10.8** Where the Company terminates the Employment by giving written notice to take immediate effectin accordance with either clause 10.6 or 10.7, for the avoidance of doubt there is noobligation to give notice as set out in clause 10.1 or any other period of notice or to makeany payment in lieu of notice. **10.9** The Executive will have no claim for damages or any other remedy against the Company if theEmployment is terminated for any of the reasons set out in clause 10.6 or 10.7. **10.10** When the Employment terminates the Company may deduct from any money due to the Executive(including remuneration) any amount which he owes to any Group Company. **10.11** The Company may suspend the Executive from the Employment on full salary at any time, andfor any reason for a reasonable period to investigate any matter in which the Executive isimplicated or involved (whether directly or indirectly) and to conduct any relateddisciplinary proceedings (including any appeals). **11** **Garden Leave** **11.1** Neither the Company nor any Group Company is under any obligation to provide the Executivewith any work. At any time after notice to terminate the Employment is given by either partyunder clause 10 above, or if the Executive resigns without giving due notice and the Companydoes not accept his resignation, the Company may require the Executive to comply with any orall of the provisions in clauses 11.2 and 11.3 for a maximum period of six months (the “**GardenLeave Period**”). **11.2** The Executive will not, without prior written consent of the Board, be employed or otherwiseengaged in the conduct of any activity, whether or not of a business nature during the GardenLeave Period. Further, the Executive will not, unless requested by the Company: **11.2.1** enter or attend the premises of the Company or any other Group Company; or  **11.2.2** contact or have any communication with any customer or client of the Company or anyother Group Company in relation to the business of the Company or any other GroupCompany; or  **11.2.3** contact or have any communication with any employee, officer, director, agent orconsultant of the Company or any other Group Company in relation to the business of theCompany or any other Group Company; or  **11.2.4** remain or become involved in any aspect of the business of the Company or any otherGroup Company except as required by such companies.**11.3** The Company may require the Executive: **11.3.1** to comply with the provisions of clause 14, save that he will not be required toreturn his Company car; and  **11.3.2** to immediately resign from any directorship which he holds in the Company, any otherGroup Company or any other company where such directorship is held as a consequence orrequirement of the Employment, unless he is required to perform duties to which anysuch directorship relates in which case he may retain such
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   directorships while those duties are ongoing. The Executive hereby irrevocablyappoints the Company to be his attorney to execute any instrument and do anything inhis name and on his behalf to effect his resignation if he fails to do so inaccordance with this clause 11.3.2.**11.4** During the Garden Leave Period: **11.4.1** the Executive shall provide such assistance as the Company or any Group Company mayrequire to effect an orderly handover of his responsibilities to any individual orindividuals appointed by the Company or any Group Company to take over his role orresponsibilities;  **11.4.2** the Executive shall make himself available to deal with requests for information,provide assistance, be available for meetings and to advise on matters relating to work(unless the Company has agreed that the Executive may be unavailable for a period); and  **11.4.3** the Company may appoint another person to carry out his duties in substitution forthe Executive.**11.5** During the Garden Leave Period, the Executive will be entitled to receive his salary and allcontractual benefits (for example, his Company car, if any) in accordance with the terms ofthis agreement. Any unused holiday accrued at the commencement of the Garden Leave Period andany holiday accrued during any such period will be deemed to be taken by the Executive duringthe Garden Leave Period. **11.6** At the end of the Garden Leave Period, the Company may, but shall not in any way be obliged,to exercise its rights under clause 10.4 and clause 10.5 to pay the Executive the PILON inlieu of the balance of any period of notice given by the Company or the Executive, (less anydeductions the Company is required by law to make). **11.7** All duties of the Employment (whether express or implied), including without limitation theExecutive’s duties of fidelity, good faith and exclusive service, shall continue throughoutthe Garden Leave Period save as expressly varied by this clause. **12** **Restrictions after Termination of Employment** **12.1** In this clause:   “**Relevant Date**” means the Termination Date or, if earlier, the date on which theExecutive commences any Garden Leave Period;   “**Restricted Period**” means the period of 12 months commencing on the Relevant Date; and **12.2** The Executive is likely to obtain trade secrets and confidential information and personalknowledge of and influence over customers and employees of the Group during the course of theEmployment. To protect these interests of the Company, the Executive agrees with the Companythat he will be bound by the following covenants: **12.2.1** during the Restricted Period he will not be employed in, or carry on for his ownaccount or for any other person, whether directly or indirectly, (or be a director ofany company engaged in) any business which is or is about to be in competition with anybusiness of the Company or any other Group Company being carried on by such company atthe Relevant Date provided he was concerned or involved with
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   that business to a material extent at any time during the 12 months prior to theRelevant Date;  **12.2.2** during the Restricted Period he will not (either on his own behalf or for or with anyother person), whether directly or indirectly, canvass or solicit in competition withthe Company or any other Group Company the custom of any person who at any time duringthe 12 months prior to the Relevant Date was a significant customer of, the Company orany other Group Company and in respect of whom the Executive had access to confidentialinformation or with whose custom or business the Executive was personally concerned oremployees reporting directly to him were personally concerned;  **12.2.3** during the Restricted Period he will not (either on his own behalf or for or with anyother person, whether directly or indirectly,) deal with or otherwise accept incompetition with the Company or any Group Company the custom of any person who was atany time during the 12 months prior to the Relevant Date a significant customer theCompany or any Group Company and in respect of whom the Executive had access toconfidential information or with whose custom or business the Executive was personallyconcerned;  **12.2.4** during the Restricted Period he will not (either on his own behalf or for or with anyother person, whether directly or indirectly) canvass or solicit in competition withthe Company or any other Group Company the custom of any person who was negotiatingwith the Company or any other Group Company for the supply of goods or services duringthe six months prior to the Relevant Date or who was a potential customer to whom theExecutive had made a presentation or a pitch and in respect of whom the Executive hadaccess to confidential information or with whose custom or business the Executive waspersonally concerned and who would, if they became a customer, be expected to be asignificant customer;  **12.2.5** during the Restricted Period he will not (either on his own behalf or for or with anyother person, whether directly or indirectly) deal with or otherwise accept incompetition with the Company or any other Group Company the custom of any person whowas negotiating with the Company or any other Group Company for the supply of goods orservices during the six months prior to the Relevant Date or who was a potentialcustomer to whom the Executive had made a presentation or a pitch and in respect ofwhom the Executive had access to confidential information or with whose custom orbusiness the Executive was personally concerned and who would, if they became acustomer, be expected to be a significant customer; and  **12.2.6** during the Restricted Period he will not (either on his own behalf or for or with anyother person, whether directly or indirectly,) entice or try to entice away from theCompany or any other Group Company any person who was an F band employee or higheremployee (or equivalent) of such a company at the Termination Date and who had beensuch an employee at any time during the six months prior to the Relevant Date and withwhom he had worked closely at any time during that period.**12.3** Each of the paragraphs contained in clause 12.2 constitutes an entirely separate andindependent covenant. If any covenant is found to be invalid this will not affect the validityor enforceability of any of the other covenants.
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**12.4** Following the Termination Date, the Executive will not represent himself as being in any wayconnected with the businesses of the Company or of any other Group Company (except to theextent agreed by such a company). **12.5** Any benefit given or deemed to be given by the Executive to any Group Company under the termsof clause 12 is received and held on trust by the Company for the relevant Group Company. TheExecutive will enter into appropriate restrictive covenants directly with other GroupCompanies if asked to do so by the Company. **13** **Offers on Liquidation**   The Executive will have no claim against the Company if the Employment is terminated byreason of liquidation in order to reconstruct or amalgamate the Company or by reason of anyreorganisation of the Company and the Executive is offered employment with the companysucceeding to the Company upon such liquidation or reorganisation and the new terms ofemployment offered to the Executive are no less favourable to him than the terms of thisagreement. **14** **Return of Company Property** **14.1** At any time during the Employment (at the request of the Company) and in any event when theEmployment terminates, the Executive will immediately return to the Company: **14.1.1** all documents and other materials (whether originals or copies) made or compiled byor delivered to the Executive during the Employment and concerning all the GroupCompanies. The Executive will not retain any copies of any materials or otherinformation; and  **14.1.2** all other property belonging or relating to any of the Group Companies.**14.2** When the Employment terminates the Executive will immediately return to the Company any carprovided to the Executive which is in the possession or under the control of the Executive. **14.3** If the Executive commences Garden Leave in accordance with clause 11 he may be required tocomply with the provisions of clause 14.1. **15** **Directorships** **15.1** The Executive’s office as a director of the Company or any other Group Company is subject tothe Articles of Association of the relevant company (as amended from time to time). If theprovisions of this agreement conflict with the provisions of the Articles of Association, theArticles of Association will prevail. **15.2** The Executive must resign from any office held in any Group Company if he is asked to do soby the Company. **15.3** If the Executive does not resign as an officer of a Group Company, having been requested todo so in accordance with clause 15.2, the Company will be appointed as his attorney to effecthis resignation. By entering into this agreement, the Executive irrevocably appoints theCompany as his attorney to act on his behalf to execute any document or do anything in hisname necessary to effect his resignation in accordance with clause 15.2. If there is any doubtas to whether such a document (or other thing) has been carried out within the authorityconferred by this clause 15.3, a certificate in writing (signed by any director or the
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  secretary of the Company) will be sufficient to prove that the act or thing falls withinthat authority. **15.4** The termination of any directorship (or other office) held by the Executive will notterminate the Executive’s employment or amount to a breach of terms of this agreement by theCompany. **15.5** During the Employment the Executive will not do anything which could cause him to bedisqualified from continuing to act as a director of any Group Company. **15.6** The Executive must not resign his office as a director of any Group Company without theagreement of the Company. **16** **Notices** **16.1** Any notices given under this agreement must be given by letter or fax. Notice to the Companymust be addressed to its registered office at the time the notice is given. Notice to theExecutive must be given to him personally or sent to his last known address. **16.2** Except for notices given by hand, notices given by post will be deemed to have been given onthe next working day after the day of posting and notices given by fax will be deemed to havebeen given in the ordinary course of transmission. **17** **Statutory Particulars** **17.1** The written particulars of employment which the Executive is entitled to receive under theprovisions of Part I of the Employment Rights Act 1996 are set out below, insofar as they arenot set out elsewhere in this agreement or in any other documents provided with thisagreement. **17.1.1** The Executive’s period of continuous employment will be deemed to have begun on 1October 2008.  **17.1.2** The Company’s disciplinary rules and disciplinary and grievance procedures as set outin the Employee Handbook from time to time are applicable to the Executive.  **17.1.3** The Company’s normal hours of work are 8.30am to 5.15pm Monday to Thursday and 8.30amto 4.00pm on Friday.  **17.1.4** There are no terms and conditions relating to collective agreements or to therequirement to work outside the United Kingdom.  **17.1.5** A contracting-out certificate under the Pension Schemes Act 1993 is not in force inrespect of this Employment.**17.2** The authorisation to the Company to request a medical examination is governed under theAccess to Medical Reports Act (1988). **18** **Data Protection Act 1998** **18.1** For the purposes of the Data Protection Act 1998 (the “**Act**”) the Executive gives his consentto the holding, processing and disclosure of personal data (including sensitive data withinthe meaning of the Act) provided by the Executive to the Company for all purposes relating tothe performance of this agreement including, but not limited to: **18.1.1** administering and maintaining personnel records;
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 **18.1.2** paying and reviewing salary and other remuneration and benefits;  **18.1.3** providing and administering benefits (including if relevant, pension, life assurance,permanent health insurance and medical insurance);  **18.1.4** undertaking performance appraisals and reviews;  **18.1.5** maintaining sickness and other absence records;  **18.1.6** taking decisions as to the Executive’s fitness for work;  **18.1.7** providing references and information to future employers, and if necessary,governmental and quasi-governmental bodies for social security and other purposes, theInland Revenue and the Contributions Agency;  **18.1.8** providing information to future purchasers of the Company or of the business in whichthe Executive works; and  **18.1.9** transferring information concerning the Executive to a country or territory outsidethe EEA.**18.2** The Executive acknowledges that during his Employment he will have access to and process, orauthorise the processing of, personal data and sensitive personal data relating to employees,customers and other individuals held and controlled by the Company. The Executive agrees tocomply with the terms of the Act in relation to such data and to abide by the Company’s dataprotection policy issued from time to time. **19** **Contracts (Rights of Third Parties) Act 1999** **19.1** To the extent permitted by law, no person other than the parties to this agreement and theGroup Companies shall have the right to enforce any term of this agreement under the Contracts(Rights of Third Parties) Act 1999. For the avoidance of doubt, save as expressly provided inthis clause the application of the Contracts (Rights of Third Parties) Act 1999 isspecifically excluded from this agreement, although this does not affect any other right orremedy of any third party which exists or is available other than under this Act. **20** **Miscellaneous** **20.1** This agreement may only be modified by the written agreement of the parties. **20.2** The Executive cannot assign this agreement to anyone else. **20.3** References in this agreement to rules, regulations, policies, handbooks or other similardocuments which supplement it, are referred to in it or describe any pensions or otherbenefits arrangement are references to the versions or forms of the relevant documents asamended or updated from time to time. **20.4** This agreement supersedes any previous written or oral agreement between the parties inrelation to the matters dealt with in it. It contains the whole agreement between the partiesrelating to the Employment at the date the agreement was entered into (except for those termsimplied by law which cannot be excluded by the agreement of the parties). The Executiveacknowledges that he has not been induced to enter into this agreement by any representation,warranty or undertaking not expressly incorporated into it. The Executive agrees andacknowledges that his only rights and remedies in relation to any representation, warranty orundertaking made or given in connection with this agreement
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  (unless such representation, warranty or undertaking was made fraudulently) will be for breach of the terms of this agreement, to theexclusion of all other rights and remedies (including those in tort or arising under statute).**20.5**Neither party’s rights or powers under this agreement will be affected if: **20.5** Neither party’s rights or powers under this agreement will be affected if: **20.5.1** one party delays in enforcing any provision of this agreement; or  **20.5.2** one party grants time to the other party.**20.6** The Interpretation Act 1978 shall apply to this agreement in the same way as it applies to anenactment. **20.7** References to any statutory provisions include any modifications or re-enactments of thoseprovisions. **20.8** Headings will be ignored in construing this agreement. **20.9** If either party agrees to waive his rights under a provision of this agreement, that waiverwill only be effective if it is in writing and it is signed by him. A party’s agreement towaive any breach of any term or condition of this agreement will not be regarded as a waiverof any subsequent breach of the same term or condition or a different term or condition. **20.10** This agreement is governed by and will be interpreted in accordance with the laws of Englandand Wales. Each of the parties submits to the exclusive jurisdiction of the English Courts asregards any claim or matter arising under this agreement.
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   **EXECUTED**as a **DEED**on behalf of Andy HalfordVODAFONE GROUP PLC Director     Stephen Scott  Company Secretary   **EXECUTED**as a **DEED**byMichel Combesin the presence of:Witness’s signature