Reasonable Cause

Reasonable Cause. Means the Executive's gross negligence, fraud or conviction for any willful violation of any law or significant regulatory policy, committed in connection with the Executive's employment and resulting in a material adverse effect on the Bank. "Reasonable cause" shall not include ordinary negligence or failure to act, whether due to an error in judgment or otherwise, if ... the Executive 4 has exercised substantial efforts in good faith to perform the duties reasonably assigned or appropriate to the position. View More

Reasonable Cause. Means, with respect to any Employee Shareholder, (i) the Board determines that the Employee Shareholder willfully breached or habitually neglected significant and material duties he is required to perform; (ii) the Employee Shareholder commits a material act of dishonesty, fraud, misrepresentation, or is convicted by a court of competent jurisdiction of, or pleaded guilty or NOLO CONTENDERE to, any felony; (iii) the Employee... Shareholder exhibits gross negligence in the course of his/her employment with the Company; or (iv) the Board determines that the Employee Shareholder has failed to obey a lawful direction of the Board. View More

Reasonable Cause. Means (i) the Company's failure to perform or observe any of the material terms or provisions of this Agreement, and the continued failure of the Company to cure such default within 30 days after written demand for performance has been given to the Company by the USD International, which demand shall describe specifically the nature of such alleged failure to perform or observe such material terms or provisions; (ii) a material reduction in the scope of the... USD International's title or duties (including, without limitation, any merger, consolidation, reorganization, sale of stock or assets, share exchange or other transaction pursuant to which the Company is sold or acquired by another corporation, person or entity, and that results in the USD International reporting to anyone other than the board of directors of the parent corporation of any controlled group of corporations that includes the Company, if the Company is not such parent corporation, or any failure of such parent corporation to engage the USD International as the President/CEO of such parent corporation) without their written consent; (iii) the failure of the Company to obtain the assumption of the Company's obligations under this Agreement by an successor as contemplated by Section 13 of this Agreement. View More

Reasonable Cause. (i) the Company’s failure to perform or observe any of the material terms or provisions of this Agreement, and the continued failure of the Company to cure such default within 30 days after written demand for performance has been given to the Company by the Executive, which demand shall describe specifically the nature of such alleged failure to perform or observe such material terms or provisions; (ii) a material reduction in the scope of the Executive’s title or duties without his written... consent; (iii) any requirement by the Company without the written consent of the Executive that the Executive relocate his primary residence to a place more than 50 miles from Evergreen Colorado to perform his duties hereunder. (iv) If there is any change in CEO. (v) Upon any change of control View More