Exhibit 4.20
DATED 18 December
2002
(1) VODAFONE GROUP PUBLIC LIMITED
COMPANY
(2) XXXX XXXXX
SERVICE AGREEMENT
(AGRE/2904 A Xxxxx)
SERVICE AGREEMENT
AN AGREEMENT made this 18th day
of December 2002 BETWEEN
| (1) |
VODAFONE GROUP PUBLIC LIMITED COMPANY
whose Registered Office is at Xxx Xxxxxxxxx, 0-0 Xxxxxx Xxxx, Xxxxxxx, Xxxxxxxxx,
XX00 0XX (hereinafter called “the Company”); and |
| (2) |
XXXX XXXXX of 0, Xxxx Xxxxxx
Xxxx, Xxxxxxxx, XX 00000, Xxxxxx Xxxxxx of America (hereinafter called “the
Executive”). |
| WHEREBY IT IS AGREED as follows: |
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The Company shall engage
the Executive and the Executive hereby agrees to serve the Company as a
Director and, from 30 July 2003, as its Chief Executive. This Agreement
shall commence on 1 April 2003 and shall continue (except as provided below)
for a period of two years from that date expiring on 31 March 2005 and thereafter
unless and until terminated by the Company giving to the Executive not less
than twelve months’ prior notice in writing or by the Executive giving
to the Company not less than twelve months’ prior notice in writing
so as to expire (in either case) at the end of the said period or at any
time thereafter PROVIDED THAT this Agreement shall automatically terminate
(if not already terminated) upon the Executive’s 60th birthday. |
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The Company may at its sole
and absolute discretion pay salary in lieu of any required period of notice,
or of any unexpired period of notice (subject to the deduction of such income
tax as HM Inland Revenue may require and such other deductions required
by law). |
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2.1 |
The Executive shall devote the whole
of his time and attention to the duties of his office and shall faithfully
and diligently perform such duties and exercise such powers as may from
time to time be assigned to or vested in him and shall obey all reasonable
and lawful directions given to him by or under the authority of the Board
of Directors of the Company (“the Board”). |
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2.2 |
The Executive may be required in pursuance
of his duties under this Agreement: |
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|
(i) |
to perform services not only for the
Company but also for any other company in the Group (as hereinafter defined)
and without further remuneration (except as otherwise agreed) to accept
such offices in other companies in the Group or in which the Group has an
equity interest as the Company may from time to time reasonably require; |
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|
(ii) |
to work at such places within the United
Kingdom as the Company may require, the Company reimbursing the Executive
in respect of all reasonable relocation expenses; and |
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|
(iii) |
to travel to such places whether in
or outside the United Kingdom by such means and on such occasions as the
Company may from time to time require. |
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2.3 |
The Executive shall (and shall procure
that his wife and dependent children shall) comply with the provisions of
the Criminal Justice Xxx 0000, the Financial Services Authority’s
Model Code for Securities Transactions by Directors of Listed Companies
and rules and regulations laid down by the Company from time to time in
relation to such matters. |
| |
2.4 |
In this Agreement “the 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 736 of the Companies Act 1985). |
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Except as a representative
of the Company or with the previous approval of the Board the Executive
shall not during the continuance of this Agreement be directly or indirectly
engaged, interested or concerned in the conduct of any trade or business
other than the business of the Group other than (i) as a holder of shares
or securities of a company any of whose shares or securities are quoted
or dealt in on any recognised Stock Exchange provided that any such holding
shall not exceed 5 per cent of the issued share capital of the company concerned
or (ii) as a non-executive director of not more than one company quoted
on a recognised Stock Exchange. |
| 4 |
REMUNERATION, EXPENSES AND HOLIDAYS |
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4.1 |
As remuneration for his services the
Executive shall be entitled to a fixed salary at the rate of one million
one hundred thousand pounds (£1,100,000) per annum (or such higher
rate as may from time to time to be agreed). Annual reviews will take place
on or about 1 July each year (the first such review taking place with effect
from 1 July 2004) having regard to Company performance, personal performance
and any other factors which the Remuneration Committee of the Board believes
to be relevant. Such salary shall be inclusive of any fees or remuneration
which the Executive would otherwise be entitled to receive from any company
in the Group or in which the Group has an equity interest and shall be payable
by equal monthly instalments in arrears by bank credit transfer on or before
the last working day of each month. |
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4.2 |
In addition to the remuneration referred
to in paragraph 4.1 above, the Executive shall be entitled to participate
in short-term and long-term incentive plans and schemes in accordance with
the Company's executive remuneration policy as determined by the Remuneration
Committee of the Board from time to time and approved by the Company's shareholders
in general meeting. |
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4.3 |
The Executive shall be entitled to be
repaid all authorised travelling, hotel and other expenses properly incurred
by him in or about the performance of his duties under this Agreement, subject
to the production to the Company at its request of supporting vouchers and
documents in respect of such expenses. |
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4.4 |
The Company shall bear the costs of
premiums payable under a private health insurance scheme specified by the
Company in respect of the Executive, his wife and his children under the
age of 21. |
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4.5 |
The Executive shall be entitled to participate
in appropriate pension and life assurance arrangements in accordance with
details provided to him by the Company. |
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4.6 |
In accordance with and subject to the
terms in the Company's Employee Handbook for UK based employees (a copy
of which has been provided to the Executive) the Executive shall be entitled
to 28 days annual holiday. In addition the Executive shall be entitled to
an additional day’s holiday for each five years of continuous service
(calculated to 31 December) up to a maximum of 3 days. The leave year runs
from 1 December to 30 November. If the Executive leaves service and has
not taken all holiday entitlement, the Executive will receive an accrued
proportion of holiday pay on the basis that holiday accrues at the rate
of 1/12th of entitlement for each completed month of employment. |
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To assist in the performance
of his duties under this Agreement the Executive shall during the continuance
of his 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. |
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Subject to the rights of
the Company under clause 9.2 of this Agreement, if the Executive shall during
the continuance of this Agreement be incapacitated by ill health or accident
from performing his duties under this Agreement he shall during the period
of any such incapacity be entitled to receive benefits under the Company’s
Sick Pay Scheme subject to and in accordance with the terms and conditions
of such 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 Clause 4.1. |
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The Executive shall not
make use of, divulge or communicate to any person (save in the proper performance
of his duties under this Agreement) and shall use his best endeavours to
prevent the disclosure of, any of the trade secrets or other confidential
information of or relating to the business or finances of any company in
the Group which he may have received or obtained while in the service of
the Company including, in particular, names of clients, suppliers, reports,
papers, data and other information in any form prepared for the Company
or any company in the Group or acquired by any such company. This restriction
shall continue to apply after the termination of his engagement without
limit in point of time but shall cease to apply to information or knowledge
which may come into the public domain otherwise than through the default
of the Executive or which shall have been received by the Executive from
a third party entitled to disclose the same to the Executive. |
| 8 |
INVENTIONS AND COPYRIGHT WORKS |
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8.1 |
An invention made by the Executive shall
be taken to belong to the Company for all purposes if: |
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|
8.1.1 |
it was made in the course of the normal
duties of the Executive, or if outside normal duties in the course of duties
specifically assigned to the Executive, and the circumstances in either
case were such that an invention might reasonably have been expected; or |
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8.1.2 |
it was made in the course of the duties
of the Executive and because of the nature of those duties and the particular
responsibilities arising therefrom the Executive had a special obligation
to further the interests of the Company (s.39 Patents Act 1977). |
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8.2 |
Any inventions made by the Executive
in the course of or in any way arising out of his employment with the Company
shall be immediately disclosed by him in writing to the Company and the
Executive undertakes that except where it is properly determined that the
invention is the property of the Executive he will not file a patent application
without the written permission of the Company. |
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8.3 |
Details of a patent granted for an invention
of outstanding benefit will be recorded and placed on the Executive’s
personal file, held by the Human Resources Department, in order that in
future years this information can be recalled if a claim for an award under
the Patents Xxx 0000 becomes a possibility. |
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8.4 |
Any designs, trade-marks or copyright
work of any kind made by the Executive in the course of or arising out of
his employment with the Company shall be the sole property of the Company. |
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9.1 |
This Agreement shall be subject to termination
by the Company by summary notice in writing with immediate effect if the
Executive:- |
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|
9.1.1 |
has committed any serious breach, or
repeated or continued (after warning in writing) any material breach, of
his obligations under this Agreement or has been guilty of conduct tending
to bring himself or any company in the Group into disrepute or becomes unable
to pay his debts as they fall due or makes any composition or arrangement
with his creditors; or |
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|
9.1.2 |
becomes prohibited by law from being
a director of a company; |
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and the Executive shall
have no claim against the Company for damages or otherwise by reason of
such termination. |
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9.2 |
If the Executive is during the continuance
of this Agreement incapacitated by ill health or accident from performing
his duties under this Agreement for a period or periods aggregating 130
working days or more in any period of 12 months the Company may give written
notice to the Executive to terminate this Agreement immediately or as from
a future date specified in the notice. |
| 10 |
OBLIGATIONS ON TERMINATION |
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Upon the termination of
this Agreement howsoever arising the Executive shall: |
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10.1 |
Immediately or upon the request of the
Company, resign from office as a director of the Company and all offices
held by him in any other companies in the Group and his membership of any
organisation acquired by virtue of his tenure of any such office, and should
he fail to do so the Company is hereby irrevocably authorised to appoint
some person in his name and on his behalf to sign any documents and do any
thing necessary or requisite to give effect to such resignation(s); and |
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10.2 |
Deliver to the Board documents and other
records (whether on paper, in electronic form or in any other form and including
correspondence, lists of clients or customers, notices, memoranda, plans,
drawings and other documents and records of whatsoever nature and all copies
thereof) made or compiled or acquired by the Executive during his employment
under this Agreement and concerning the business, finances or affairs of
the Group. |
| 11 |
OBLIGATIONS AFTER TERMINATION |
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11.1 |
The Executive hereby agrees with the
Company that in addition to the other terms of this Agreement and without
prejudice to the other restrictions imposed on him by law, he will be bound
by the following covenants (except where the Company has terminated this
Agreement in breach of its provisions):- |
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|
11.1.1 |
that he will not during the period of
twelve months after the determination of his engagement under this Agreement
solicit or interfere with or endeavour to entice away from the Company or
any company in the Group any person firm or company who at any time during
the twelve months prior to the termination of his engagement under this
Agreement was a customer of the Company or any other company in the Group
or was in the habit of dealing with the Company or any such company or who
is a prospective client or customer of the Company or any such company and
(in each case) with whom the Executive shall have had personal contact at
any time in the twelve months immediately preceding such determination;
or |
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|
11.1.2 |
that he will not during the period of
twelve months after the determination of his engagement under this Agreement
directly or indirectly induce or seek to induce any person who was to his
knowledge an employee at any time during the last 12 months of the Executive’s
service with the Company and was at the date of such determination a director,
executive manager, senior manager or other employee with managerial responsibilities
of the Company or any other company in the Group to leave the employment
of the Company or any other company in the Group; or |
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|
11.1.3 |
that he will not during the period of
three months after the determination of his engagement hereunder be employed
by (whether with a contract of service or a contract for services) any person,
firm or company which is in competition with the Company or the Group in
relation to products or activities with which the Executive shall have been
directly concerned in the period of twelve months prior to the termination
of his employment; or |
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|
11.1.4 |
that he will not during the period of
three months after the determination of his engagement hereunder engage
(whether alone or in partnership or as a director or major shareholder of
a company) in any business which is in competition with the Company or the
Group as described in 11.1.3 above. |
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11.2 |
The Executive agrees that having regard
to the facts and matters set out above the restrictive covenants contained
in this Clause 11 are reasonable and necessary for the protection of the
business and confidential information of the Company and any company in
the Group and he further agrees that having regard to those circumstances
the covenants do not work harshly upon him. While the restrictions imposed
in this Clause are considered by the parties to be reasonable in all the
circumstances it is agreed that if any one or more of such restrictions
shall either taken by itself or themselves together be adjudged to be void
or ineffective for whatever reason but would be adjudged to be valid and
effective if any particular restriction or restrictions were deleted or
if any part or parts of the wording thereof were deleted, restricted or
limited in a particular manner then the said restrictions shall apply with
such deletions, restrictions or limitations as the case may be. The covenants
contained in Clause 11.1 above are separate and severable and enforceable
accordingly. |
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11.3 |
Since the Executive also may obtain
in the course of his employment with the Company confidential information
concerning any other company in the Group he hereby agrees that he will
at the request and cost of the Company enter into a direct agreement or
undertaking with any such company whereby he will accept restrictions and
provisions corresponding to the restrictions and provisions herein contained
(or such of them as may be appropriate in the circumstances) in relation
to such information and for such period as such company may reasonably require
for the protection of the legitimate interests of that company. |
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Notices may be given by
either party by letter or facsimile transmission ("fax") but not by electronic
mail or other electronic message service addressed to the other party at
(in the case of the Company ) its registered office for the time being and
(in the case of the Executive) his last known address. Any such notice given
by letter shall be deemed to have been given at the time at which the letter
would be delivered in the ordinary course of post and any such notice given
by fax shall be deemed to have been given one hour after the time of its
transmission as evidenced by a transmission report. |
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This Agreement is in substitution
for any previous contract of service between any company in the Group and
the Executive which shall be deemed to have been terminated by mutual consent
as from the commencement of his engagement under this Agreement. |
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This Agreement shall be
governed and construed in all respects in accordance with English Law. |
| 15 |
STATEMENT OF TERMS OF EMPLOYMENT |
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The information contained
in this Agreement and the Schedule constitutes a written statement of the
terms of employment of the Executive in compliance with the provisions of
the Employment Protection (Consolidation) Xxx 0000. The Schedule shall form
part of this Agreement and accordingly the employment of the Executive under
this Agreement shall also be subject to the terms set out in the Schedule.
Other documents referred to in this Agreement shall apply to the Executive
only to the extent specified in this Agreement. |
IN WITNESS whereof this Agreement
has been executed as a Deed on the day and year shown at the top of the first
page of this Agreement.
SIGNED as a DEED by
XXXX XXXXX /s/
Xxxx Xxxxx
in the presence of:
Signature /s/
X. X. Xxxxxxxx
Name XXXXXX X. XXXXXXXX
Address ...............................................
..........................................................
..........................................................
Occupation COMPANY DIRECTOR
SIGNED as a DEED by
VODAFONE GROUP PLC |
)
) |
Director /s/
Xxx XxxXxxxxx
Secretary /s/
S. R. Xxxxx
THE SCHEDULE
| (1) |
CONTINUOUS EMPLOYMENT |
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The Executive has not been
continuously in the employment of the Company (including reckonable service
with its subsidiary or associated companies) prior to the effective date
of his appointment under this Agreement. |
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The rate of remuneration
and the intervals at which it is paid are contained in Clause 4. |
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There are no specific terms
and conditions relating to hours of work except as provided in Clause 2.1 |
| (4) |
HOLIDAYS AND SICKNESS |
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The Executive is entitled
to 28 days’ holiday in each holiday year which runs from 1 December
to 30 November. The terms and conditions relating to holidays are as set
out in Clause 4.6 and those relating to sickness are contained in Clauses
6 and 9.2. |
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Particulars as to the length
of notice to terminate are contained in Clause 1. |
| (6) |
DISCIPLINARY RULES AND PROCEDURES |
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There are no disciplinary
rules applicable to the Executive except as provided in the Agreement and
if the Executive is dissatisfied with any disciplinary decision relating
to him he should apply orally or in writing to the Chairman of the Company. |
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Any application for the
purpose of seeking redress of any grievance relating to the Executive’s
employment should be made either orally or in writing to the Chairman. |
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A contracting-out certificate
is in force in respect of the Executive’s employment. |
