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Contracts of employment of directors
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73. (1) In this section “relevant term” means any term by which a director’s employment with the ICAV of which he or she is a director or, where he or she is the director of a holding company, his or her employment within the group is to continue, or may be continued, otherwise than at the instance of the ICAV, for a period exceeding 5 years during which the employment—
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(a) cannot be terminated by the ICAV by notice, or
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(b) can be so terminated only in specified circumstances.
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(2) References in subsection (1) to employment being continued (or its potential to be continued) are references to its being continued (or its potential to be continued) whether under the original agreement or under a new agreement entered into in pursuance of the original agreement.
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(3) An ICAV shall not incorporate in any agreement a term to which this section applies unless the term is first approved by a resolution of the ICAV in general meeting and, in the case of a director of a holding company, by a resolution of the holding company in general meeting.
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(4) A resolution of an ICAV approving a term to which this section applies shall not be passed at a general meeting of the ICAV unless a written memorandum setting out the proposed agreement incorporating the term is available for inspection by members of the ICAV both—
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(a) at the registered office of the ICAV for not less than the period of 15 days ending with the date of the meeting, and
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(b) at the meeting itself.
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(5) A term incorporated in an agreement in contravention of this section shall to the extent that it contravenes this section be void; and that agreement shall be deemed to contain a term entitling the ICAV to terminate it at any time by the giving of reasonable notice.
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(6) In this section—
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“employment” includes employment under a contract for services;
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“group”, in relation to a director of a holding company, means the group which consists of the holding company and its subsidiaries.
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