EXHIBIT 4.28






Exhibit 4.28




Dated 26 May 2009




VODAFONE GROUP PUBLIC LIMITED COMPANY




and




Stephen Charles Pusey




SERVICE AGREEMENT




 









 





This agreement is made on 26 May 2009 between





	(1)	 	Vodafone Group Public Limited Company incorporated in the UK with registered number 1833679
whose registered office is at Vodafone House, The Connection, Newbury, Berkshire RG14 2FN (the
“Company”); and
	 
	(2)	 	Stephen Charles Pusey of, 8 St. David’s Drive, Englefield Green, Surrey, TW20 0BA, (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 or
committee nominated by the board of directors as its representative for the purposes of this
agreement;
	 
	 	 	“Employment” means the employment governed by this agreement;
	 
	 	 	“Group” means the Company and any other company which is its subsidiary or in which the
Company 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 interpreted
accordingly;
	 
	 	 	“Listing Rules” means the Listing Rules made by the UK Listing Authority under section 74 of
the 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 competent
authority 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 will
continue 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 from
performing his duties in accordance with the terms of this agreement by any obligation or duty
owed to any other party, whether contractual or otherwise.
	 
	3	 	Appointment and Duties of the Executive
	 
	3.1	 	The Executive will serve as Chief Technology Officer of the Company or such other position as
may be agreed from time to time.
	 
	3.2	 	The Executive will:




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	 	3.2.1	 	devote the whole of his working time, attention and skill to the Employment;
	 
	 	3.2.2	 	fulfil with due diligence and to the best of his ability the obligations
incumbent 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 relevant
Group 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 unreasonably
withhold or delay), the Company may:






	 	3.3.1	 	require him to perform duties for any other Group Company whether for the
whole or part of his working time. The Company will remain responsible for the
payments 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 other
Group Company) fully informed of his conduct of the business, finances or affairs of the
Company or any other Group Company in a prompt and timely manner. He will provide information
to the Board in writing if requested.
	 
	3.5	 	The Executive will promptly disclose to the Board full details of any wrongdoing of which he
is or becomes aware by any employee of any Group Company where that wrongdoing is material to
that employee’s employment by the relevant company or to the interests or reputation of any
Group Company.
	 
	3.6	 	At any time during the Employment the Company may require the Executive to undergo a medical
examination by a medical practitioner appointed by the Company. The Executive authorises that
medical practitioner to disclose to the Company any report or test results prepared or
obtained as a result of that examination which are relevant to the Employment and to discuss
with it any matters arising out of the examination which are relevant to the Employment or
which 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 the
purposes of the Working Time Regulations 1998 (the “Regulations”) and is able to determine the
duration of his working time himself. As such, the exemptions in Regulation 20 of the
Regulations 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 business
nature except his interests in any Group Company. The Executive has disclosed his interests at
the 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 indirectly
engaged or concerned in the conduct of any activity which is similar to or competes with any
activity carried on by any Group Company except as a representative of the Company or with the
written consent of the Board.
	 
	5.3	 	The Executive may not hold or be interested in investments which amount to more than five per
cent of the issued investments of any class of any one company whose investments are listed or
quoted on any recognised Stock Exchange or dealt in on the Alternative Investments
Market.
	 
	5.4	 	The Executive may serve as a non-executive director of not more than one non-Group company
quoted 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 and
dependent children) comply with all rules of law, including the Criminal Justice Act 1993, the
Financial Services and Markets Act 2000, the Model Code as set out in Annex 1 to Listing Rule
9 in the Financial Services Authority’s Listing Rules as amended from time to time and rules
or policies applicable to the Company from time to time in relation to the holding or trading
of securities.
	 
	5.6	 	Location
	 
	 	 	The Executive will work at the principal office of the Company or anywhere else within the
United Kingdom required by the Board. He may be required to travel and work outside the United
Kingdom from time to time.
	 
	6	 	Salary and Benefits
	 
	6.1	 	The Company will pay the Executive a salary of £500,000 per annum. Salary will be paid
monthly 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 1
July.
	 
	6.2	 	The salary referred to in clause 6.1 includes director’s fees from the Group Companies and
any other companies in which the Executive is required to accept a directorship under the
terms 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 directorship
held in accordance with clause 5.4.
	 
	6.3	 	In addition to the remuneration referred to in clause 6.1 above, the Executive may, at the
absolute discretion of the Remuneration Committee be invited to participate in short-term and
long-term incentive plans and schemes in accordance with the rules of those plans from time to
time in force and the Company’s executive remuneration policy as determined by the
Remuneration Committee and approved by the Company’s shareholders in general meeting from time
to time.




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	6.4	 	To assist in the performance of his duties under this agreement the Executive will, during
the continuance of the Employment be entitled to the benefits of the UK car policy as
applicable to directors of the Company from time to time, a copy of which policy has been
provided to the Executive.
	 
	6.5	 	The Executive may choose to be a member of the director’s section of the Company’s defined
contribution pension plan which currently provides a maximum Company contribution of 30% of
basic salary provided the Executive contributes at least 5% of basic salary The Executive has
the opportunity to choose the level of contribution and to select the investment funds and the
type of pension benefits that are ultimately bought with the pension fund. The pension plan
provides life insurance at currently four times salary which is effective from the
Commencement Date. Further details of the pension plan are contained in a booklet which will
be provided to the Executive.
	 
	6.6	 	If the Executive elects not to join the pension plan the Company will provide a taxable cash
allowance of 30% of basic salary in lieu of the Company pension contribution. The Executive
will continue to receive life insurance cover on the same basis as that set out in clause 6.5
above. If the Executive does not make a positive election either to join or to opt out of the
pension plan three months after the Commencement Date there will be automatic enrolment in the
pension plan at the minimum contribution rate which is 2% of basic salary from the Executive
and 6% of basic salary by the Company. The Executive may opt out of the pension plan at any
time.
	 
	6.7	 	Without prejudice to the Company’s right to terminate the Employment at any time in
accordance with clause 10 if the Executive complies with any eligibility or other conditions
set 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 this
insurance is provided and the level of cover will be in accordance with Company policy from
time to time but currently an income of two thirds of basic salary is provided to employees on
long-term total disability up to their normal retirement date at 65. The Executive
understands and agrees that if the Insurer fails or refuses to provide him with any benefit
under the insurance arrangement provided by the Company, the Executive will have no right of
action 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 the
Company and any insurer appointed by the Company, the Executive and his partner and children
under 18 years of age or, children under 21 years of age if in full time education may
participate in the Company’s private health insurance arrangements at the Company’s expense
and subject to the terms of those arrangements from time to time. The Company reserves the
right 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 and
other public holidays) to be taken at times approved in advance by the Board. In addition the
Executive shall be entitled to an additional day’s holiday for each five years of continuous
service up to a maximum of 3 days. The leave year runs from 1 December to 30 November. The
Executive 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 of
completed whole calendar months of Employment. The Executive will be paid for any accrued
holiday 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 the
Executive has exceeded his accrued holiday entitlement, the excess may be deducted from any
sums due to him. The formula for calculating the amount of holiday due to the Executive and
any 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 Executive
during this agreement is incapacitated by ill health or accident from performing his duties
under this agreement he will, during the period of any such incapacity be entitled to Company
Sick Pay Scheme subject to and in accordance with the terms of the Scheme — (full details of
which have been supplied to the Executive) if and for so long as such Scheme remains in force
but 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 fault
of another person, and as a consequence recovers from that person or another person any sum
representing compensation for loss of salary under this agreement, the Executive will repay to
the 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 in
performing his duties under this agreement, provided that these are incurred in accordance
with Company policy from time to time. The Company will require the Executive to produce
receipts 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 agrees
that he will not, except in the proper performance of his duties, copy, use or disclose to any
person any of the Company’s trade secrets or confidential information. This restriction will
continue to apply after the termination of the Employment without limit in time but will not
apply to trade secrets or confidential information which become public other than through
unauthorised disclosure by the Executive. The Executive will use his best endeavours to
prevent the unauthorised copying, use, or disclosure of such information.
	 
	 	 	For the purposes of this agreement trade secrets and confidential information include but
will not be limited to; names of clients, suppliers, reports, papers, data and other
confidential information in any form prepared by the Company or acquired by it and any other
information in whatever form (written, oral, visual and electronic) concerning the
confidential affairs of the Company.
	 
	8.2	 	In the course of the Employment the Executive is likely to obtain trade secrets and
confidential information belonging or relating to other Group Companies and other persons. He
will treat such information as if it falls within the terms of clause 8.1 and clause 8.1 will
apply with any necessary amendments to such information. If requested to do so by the Company
the Executive will enter into an agreement with other Group Companies and any other persons in
the 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” in
accordance 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 making
or generating an Invention, Work or Information during the Employment and will give the
Company sufficient details of it to allow the Company to assess the Invention, Work or
Information 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 as
confidential.
	 
	 	 	“Invention” means any invention (whether patentable or not within the meaning of the Patents
Act 1977 or other applicable legislation in any other country) relating to or capable of
being used in the business of the Company.
	 
	 	 	“Work” means any discovery, design, database or other work (whether registrable or not and
whether a copyright work or not) which is not an Invention and which the Executive creates
or 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 the
Group Companies in which he is involved.






	 	 	“Information” means any idea, method or information which is not an Invention or Work
generated 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 or
affairs of any Group Company.






	9.2	 	The Executive is not entitled to any additional compensation for any Invention, Work or
Information; such achievements are compensated by base salary.
	 
	9.3	 	The Executive shall not make copies of any computer files belonging to any Group Company or
their service providers and shall not introduce any of his own computer files into any
computer used by any Group Company in breach of any Group Company policy, unless he has
obtained the consent of the Company]
	 
	10	 	Termination and Suspension
	 
	10.1	 	The Employment will continue until terminated by either party giving written notice as set
out in clause 10.2.
	 
	10.2	 	Either party may terminate the Employment by giving not less than twelve months’ written
notice to the other.
	 
	10.3	 	Subject to the Employment Equality (Age) Regulations 2006 and notwithstanding the other
provisions of this agreement and in particular clause 10.2, the Employment will automatically
terminate (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 the
Company reserves the right, exercisable at any time and in its absolute discretion, to
terminate 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 sum
calculated and payable in accordance with clause10.5 (together the “PILON”). The PILON shall
not constitute a debt payable by the Company and, from the Termination Date in accordance
with this clause, the Executive shall be obliged to mitigate his losses flowing from such
termination subject only to abiding by the obligations as set out in clause 12. For the
purposes of this clause and clause 10.5, the Executive’s obligation to mitigate shall be to
take such steps to mitigate as he would have been required to take at common law had he been
dismissed 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 basic
salary (at the rate in force, and applicable, at the Termination Date) had the employment
continued throughout the unexpired notice period less the aggregate of (a) any sums earned or
received 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 be
payable in installments at the same intervals and on the same dates as salary payments would
have been made to the Executive had the employment continued. The Executive shall, no later
than the 15th day of each month during which installments of the PILON are payable, provide to
the Company a statement of all sums earned or received by the Executive referable to the
period for which the next installment of the PILON falls to be made. In the absence of receipt
of any such statement, payment of the relevant installment of the PILON shall be delayed until
7 working days after receipt of the statement.
	 
	10.6	 	The Company may terminate the Employment with immediate effect by giving written notice if
the Executive does not perform the duties of the Employment for a period of 130 days (whether
or 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 expiry
of 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 if
the Executive:






	 	10.7.1	 	if after due notice, he has not performed his duties under this agreement to the
standard required by the Board or does not comply with any lawful order or direction
given by the Board; or
	 
	 	10.7.2	 	commits any serious or persistent breach of his obligations under or does not comply
with any material term of this agreement; or
	 
	 	10.7.3	 	is guilty of any gross misconduct or conducts himself (whether in connection with the
Employment 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 motoring
offence which does not result in imprisonment) whether in connection with the
Employment or not; or
	 
	 	10.7.5	 	commits (or is reasonably believed by the Board to have committed) a breach of any
legislation 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 or
makes any general composition with his creditors or takes advantage of any statute
affording relief for insolvent debtors; or




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	 	10.7.7	 	becomes disqualified from being a director of a company or the Executive’s
directorship of the Company terminates without the consent or concurrence of the
Company.






	10.8	 	Where the Company terminates the Employment by giving written notice to take immediate effect
in accordance with either clause 10.6 or 10.7, for the avoidance of doubt there is no
obligation to give notice as set out in clause 10.1 or any other period of notice or to make
any payment in lieu of notice.
	 
	10.9	 	The Executive will have no claim for damages or any other remedy against the Company if the
Employment 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, and
for any reason for a reasonable period to investigate any matter in which the Executive is
implicated or involved (whether directly or indirectly) and to conduct any related
disciplinary proceedings (including any appeals).
	 
	11	 	Garden Leave
	 
	11.1	 	Neither the Company nor any Group Company is under any obligation to provide the Executive
with any work. At any time after notice to terminate the Employment is given by either party
under clause 10 above, or if the Executive resigns without giving due notice and the Company
does not accept his resignation, the Company may require the Executive to comply with any or
all of the provisions in clauses 11.2 and 11.3 for a maximum period of six months (the “Garden
Leave Period”).
	 
	11.2	 	The Executive will not, without prior written consent of the Board, be employed or otherwise
engaged in the conduct of any activity, whether or not of a business nature during the Garden
Leave 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 any
other Group Company in relation to the business of the Company or any other Group
Company; or
	 
	 	11.2.3	 	contact or have any communication with any employee, officer, director, agent or
consultant of the Company or any other Group Company in relation to the business of the
Company or any other Group Company; or
	 
	 	11.2.4	 	remain or become involved in any aspect of the business of the Company or any other
Group 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 to
return his Company car; and
	 
	 	11.3.2	 	to immediately resign from any directorship which he holds in the Company, any other
Group Company or any other company where such directorship is held as a consequence or
requirement of the Employment, unless he is required to perform duties to which any such
directorship relates in which case he may retain such




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	 	 	 	directorships while those duties are ongoing. The Executive hereby irrevocably
appoints the Company to be his attorney to execute any instrument and do anything in
his name and on his behalf to effect his resignation if he fails to do so in
accordance 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 may
require to effect an orderly handover of his responsibilities to any individual or
individuals appointed by the Company or any Group Company to take over his role or
responsibilities;
	 
	 	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 for
the Executive.






	11.5	 	During the Garden Leave Period, the Executive will be entitled to receive his salary and all
contractual benefits (for example, his Company car, if any) in accordance with the terms of
this agreement. Any unused holiday accrued at the commencement of the Garden Leave Period and
any holiday accrued during any such period will be deemed to be taken by the Executive during
the 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 in
lieu of the balance of any period of notice given by the Company or the Executive, (less any
deductions the Company is required by law to make).
	 
	11.7	 	All duties of the Employment (whether express or implied), including without limitation the
Executive’s duties of fidelity, good faith and exclusive service, shall continue throughout
the 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 the
Executive 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 personal
knowledge of and influence over customers and employees of the Group during the course of the
Employment. To protect these interests of the Company, the Executive agrees with the Company
that 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 own
account or for any other person, whether directly or indirectly, (or be a director of
any company engaged in) any business which is or is about to be in competition with any
business of the Company or any other Group Company being carried on
by such company at the 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 the Relevant
Date;
	 
	 	12.2.2	 	during the Restricted Period he will not (either on his own behalf or for or with any
other person), whether directly or indirectly, canvass or solicit in competition with
the Company or any other Group Company the custom of any person who at any time during
the 12 months prior to the Relevant Date was a significant customer of, the Company or
any other Group Company and in respect of whom the Executive had access to confidential
information or with whose custom or business the Executive was personally concerned or
employees 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 any
other person, whether directly or indirectly,) deal with or otherwise accept in
competition with the Company or any Group Company the custom of any person who was at
any time during the 12 months prior to the Relevant Date a significant customer of the
Company or any Group Company and in respect of whom the Executive had access to
confidential information or with whose custom or business the Executive was personally
concerned;
	 
	 	12.2.4	 	during the Restricted Period he will not (either on his own behalf or for or with any
other person, whether directly or indirectly) canvass or solicit in competition with
the Company or any other Group Company the custom of any person who was negotiating
with the Company or any other Group Company for the supply of goods or services during
the six months prior to the Relevant Date or who was a potential customer to whom the
Executive had made a presentation or a pitch and in respect of whom the Executive had
access to confidential information or with whose custom or business the Executive was
personally concerned and who would, if they became a customer, be expected to be a
significant customer;
	 
	 	12.2.5	 	during the Restricted Period he will not (either on his own behalf or for or with any
other person, whether directly or indirectly) deal with or otherwise accept in
competition with the Company or any other Group Company the custom of any person who
was negotiating with the Company or any other Group Company for the supply of goods or
services during the six months prior to the Relevant Date or who was a potential
customer to whom the Executive had made a presentation or a pitch and in respect of
whom the Executive had access to confidential information or with whose custom or
business the Executive was personally concerned and who would, if they became a
customer, 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 any
other person, whether directly or indirectly,) entice or try to entice away from the
Company or any other Group Company any person who was an F band employee or higher
employee (or equivalent) of such a company at the Termination Date and who had been
such an employee at any time during the six months prior to the Relevant Date and with
whom 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 and
independent covenant. If any covenant is found to be invalid this will not affect the validity
or 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 way
connected with the businesses of the Company or of any other Group Company (except to the
extent agreed by such a company).
	 
	12.5	 	Any benefit given or deemed to be given by the Executive to any Group Company under the terms
of clause 12 is received and held on trust by the Company for the relevant Group Company. The
Executive will enter into appropriate restrictive covenants directly with other Group
Companies 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 by
reason of liquidation in order to reconstruct or amalgamate the Company or by reason of any
reorganisation of the Company and the Executive is offered employment with the company
succeeding to the Company upon such liquidation or reorganisation and the new terms of
employment offered to the Executive are no less favourable to him than the terms of this
agreement.
	 
	14	 	Return of Company Property
	 
	14.1	 	At any time during the Employment (at the request of the Company) and in any event when the
Employment terminates, the Executive will immediately return to the Company:






	 	14.1.1	 	all documents and other materials (whether originals or copies) made or compiled by
or delivered to the Executive during the Employment and concerning all the Group
Companies. The Executive will not retain any copies of any materials or other
information; 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 car
provided 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 to
comply 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 to
the Articles of Association of the relevant company (as amended from time to time). If the
provisions of this agreement conflict with the provisions of the Articles of Association, the
Articles of Association will prevail.
	 
	15.2	 	The Executive must resign from any office held in any Group Company if he is asked to do so
by the Company.
	 
	15.3	 	If the Executive does not resign as an officer of a Group Company, having been requested to
do so in accordance with clause 15.2, the Company will be appointed as his attorney to effect
his resignation. By entering into this agreement, the Executive irrevocably appoints
the Company as his attorney to act on his behalf to execute any document or do anything in
his name necessary to effect his resignation in accordance with clause 15.2. If there is any
doubt as to whether such a document (or other thing) has been carried out within the
authority conferred by this clause 15.3, a certificate in writing (signed by any director or
the




11









 






	 	 	secretary of the Company) will be sufficient to prove that the act or thing falls within
that authority.
	 
	15.4	 	The termination of any directorship (or other office) held by the Executive will not
terminate the Executive’s employment or amount to a breach of terms of this agreement by the
Company.
	 
	15.5	 	During the Employment the Executive will not do anything which could cause him to be
disqualified 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 the
agreement of the Company.
	 
	16	 	Notices
	 
	16.1	 	Any notices given under this agreement must be given by letter or fax. Notice to the Company
must be addressed to its registered office at the time the notice is given. Notice to the
Executive 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 on
the next working day after the day of posting and notices given by fax will be deemed to have
been 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 the
provisions of Part I of the Employment Rights Act 1996 are set out below, insofar as they are
not set out elsewhere in this agreement or in any other documents provided with this
agreement.






	 	17.1.1	 	The Executive’s period of continuous employment will be deemed to have begun on 1
September 2006.
	 
	 	17.1.2	 	The Company’s disciplinary rules and disciplinary and grievance procedures as set out
in 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 8.30am
to 4.00pm on Friday.
	 
	 	17.1.4	 	There are no terms and conditions relating to collective agreements or to the
requirement to work outside the United Kingdom.
	 
	 	17.1.5	 	A contracting-out certificate under the Pension Schemes Act 1993 is not in force in
respect of this Employment.






	17.2	 	The authorisation to the Company to request a medical examination is governed under the
Access 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 consent
to the holding, processing and disclosure of personal data (including sensitive data within
the meaning of the Act) provided by the Executive to the Company for all purposes relating to
the performance of this agreement including, but not limited to:






	 	18.1.1	 	administering and maintaining personnel records;




12









 






	 	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, the
Inland Revenue and the Contributions Agency;
	 
	 	18.1.8	 	providing information to future purchasers of the Company or of the business in which
the Executive works; and
	 
	 	18.1.9	 	transferring information concerning the Executive to a country or territory outside
the EEA.






	18.2	 	The Executive acknowledges that during his Employment he will have access to and process, or
authorise 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 to
comply with the terms of the Act in relation to such data and to abide by the Company’s data
protection 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 the
Group 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 in
this clause the application of the Contracts (Rights of Third Parties) Act 1999 is
specifically excluded from this agreement, although this does not affect any other right or
remedy 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 similar
documents which supplement it, are referred to in it or describe any pensions or other
benefits arrangement are references to the versions or forms of the relevant documents as
amended or updated from time to time.
	 
	20.4	 	This agreement supersedes any previous written or oral agreement between the parties in
relation to the matters dealt with in it. It contains the whole agreement between the parties
relating to the Employment at the date the agreement was entered into (except for those terms
implied by law which cannot be excluded by the agreement of the parties). The Executive
acknowledges 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 and
acknowledges that his only rights and remedies in relation to any representation, warranty or
undertaking made or given in connection with this agreement 




13









 






	 	 	(unless such representation,
warranty or undertaking was made fraudulently) will be for breach of the terms of this
agreement, to the exclusion 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:






	 	20.5.1	 	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 an
enactment.
	 
	20.7	 	References to any statutory provisions include any modifications or re-enactments of those
provisions.
	 
	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 waiver
will only be effective if it is in writing and it is signed by him. A party’s agreement to
waive any breach of any term or condition of this agreement will not be regarded as a waiver
of 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 England
and Wales. Each of the parties submits to the exclusive jurisdiction of the English Courts as
regards any claim or matter arising under this agreement.




14









 











	 	 	 
	EXECUTED as a DEED on behalf of

	 	Andy Halford
	 
	 	 
	VODAFONE GROUP PLC

	 	Director
	 
	 	 
	 

	 	Stephen Scott
	 
	 	 
	 

	 	Company Secretary






	 	 	 	 	 
	EXECUTED as a DEED by 

Stephen Charles Pusey 

in the presence of:

	}	 
	 	Steve Pusey
	 
	 	 	 	 
	Witness’s signature
	 	 	 	 
	 
	 	 	 	 
	Name

	 	 	 	Jane Edwards
	Address

	 	 	 	Merlebank

Love Lane

Donnington

Newbury

RG14 2JG
	 
	 	 	 	 
	Occupation

	 	 	 	Secretary






15









 






Table of Contents




	 	 	 	 	 	 	 
	Contents	 	 	 	Page
	 
	 
	 	 	 	 	 	 
	1
	 	Interpretation	 	 	1	 
	2
	 	Commencement of Employment	 	 	1	 
	3
	 	Appointment and Duties of the Executive	 	 	1	 
	4
	 	Hours	 	 	2	 
	5
	 	Interests of the Executive	 	 	2	 
	6
	 	Salary and Benefits	 	 	3	 
	7
	 	Expenses	 	 	5	 
	8
	 	Confidentiality	 	 	5	 
	9
	 	Intellectual Property Rights	 	 	6	 
	10
	 	Termination and Suspension	 	 	6	 
	11
	 	Garden Leave	 	 	8	 
	12
	 	Restrictions after Termination of Employment	 	 	9	 
	13
	 	Offers on Liquidation	 	 	11	 
	14
	 	Return of Company Property	 	 	11	 
	15
	 	Directorships	 	 	11	 
	16
	 	Notices	 	 	12	 
	17
	 	Statutory Particulars	 	 	12	 
	18
	 	Data Protection Act 1998	 	 	12	 
	19
	 	Contracts (Rights of Third Parties) Act 1999	 	 	13	 
	20
	 	Miscellaneous	 	 	13