The Cause clause in a Change In Control Agreement defines the circumstances when the Executive may be terminated "for cause".
1. Cause. The Corporation may terminate the Executive's employment for Cause.
1.1. "Cause" defined. For purposes of the Agreement, the Corporation shall have "Cause" to terminate the Executive's employment upon
(a) the willful and continued failure by the Executive to substantially perform his duties with the Corporation (other than any such failure resulting from his incapacity due to physical or mental illness) after a demand for substantial performance is delivered to the Executive by the Corporation which specifically identifies the manner that the Executive has not substantially performed his duties or
(b) the willful engaging by the Executive in gross misconduct materially and demonstrably injurious to the Corporation.
1.2. "Willful" Defined. For purposes of this paragraph, no act, or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Corporation.