written notice for good reason and with 30 days prior written notice without good reason. Under the agreement, disability means a physical or psychological condition that renders him unable to perform substantially all of the duties of his job, despite reasonable accommodation, for a continuous period of 90 days or for 180 days in any period of 365 consecutive days.
Under Mr. Staszs employment agreement, good reason means the occurrence, without Mr. Staszs consent, of any of the following: (i) a material violation of our obligations under this agreement by us, (ii) a material reduction in Mr. Staszs authority, compensation, perquisites, position or responsibilities, other than a reduction in compensation or perquisites affecting all of our senior executives on an equal basis or (iii) a relocation of our primary business location by more than 25 miles; provided that any such event will only constitute good reason if Mr. Stasz provides us with written notice of the existence of the good reason within 30 days following the initial existence of such condition and subject to a 30 day cure period.
Under Mr. Staszs employment agreement, cause means (i) a material breach by Mr. Stasz of any agreement between him and us or any of our written lawful policies or his failure or refusal to substantially perform his required duties, (ii) misappropriation or theft of our funds or property, (iii) a conviction of, or plea of guilty or nolo contendere to, any fraud, misappropriation, embezzlement or similar act, felony or crime involving dishonesty or moral turpitude, (iv) any act by Mr. Stasz involving willful misconduct or gross negligence or his failure to act involving material nonfeasance, (v) any act by Mr. Stasz of dishonesty, violence or threat of violence (including any violation of federal securities laws) which is or could be reasonably expected to be injurious to our financial condition or business reputation, (vi) a finding by our Board that Mr. Stasz breached any of his fiduciary duties to us or to any of our stockholders or (vii) any habitual drunkenness or substance abuse which materially interferes with his ability to discharge his duties, responsibilities and obligations to us.
If we terminate Mr. Staszs employment for cause or due to his disability or death or if Mr. Stasz resigns without good reason, we must pay to him, in lieu of any other payments or benefits hereunder, any base salary earned but not paid through the termination date.
If we terminate Mr. Staszs employment without cause or if Mr. Stasz resigns for good reason, we must pay him his base salary for 12 months following the termination date until the earlier of the end of the such 12 month period or the date Mr. Stasz has commenced new employment; conditioned upon Mr. Staszs signing of a release of claims within 21 days following the termination date and not revoking such release within seven days thereafter, and further conditioned on Mr. Staszs compliance with provisions relating to confidentiality, proprietary rights and restricted activities.
Mr. Staszs employment agreement includes confidentiality provisions as well as provisions relating to proprietary rights, non-solicitation and non-competition that apply during Mr. Staszs employment and extend for two years thereafter (six months thereafter with respect to proprietary rights), except if Mr. Stasz is terminated without cause (other than due to death, disability or non-renewal of the employment agreement), in which case such period shall end on the termination date.
Howard Freedman
In 2012, we entered into an employment agreement with Howard Freedman, our Vice President of Merchandising, which was subsequently amended in 2015. The agreement shall remain in effect unless terminated by us or Mr. Freedman as further described below. Under the terms of the agreement, Mr. Freedman is entitled to receive an annual base salary of $170,000, which is re-evaluated annually by our Compensation Committee with the input of the Chief Executive Officer, but may not be reduced below $170,000. In fiscal year 2016, Mr. Freedmans annual base salary was $225,000.
Mr. Freedman is eligible to receive an annual cash performance bonus based on our ability to achieve certain Company EBITDA targets. If our Company EBITDA is equal to or greater than a maximum for any given year, the bonus shall be 80% of his base salary; if our Company EBITDA is equal to the target Company EBITDA for a given year, the bonus shall be 50% of his base salary; and if our Company EBITDA is equal to or less than a minimum threshold for any given year, Mr. Freedman will not be entitled to a bonus for that year. Our Compensation Committee may change the manner in which any bonus is determined or calculated with Mr. Freedmans consent pursuant to the agreement. Mr. Freedman is also eligible for 4 weeks of paid time off per year and may participate in our benefit and welfare plans that are available to senior management.
Either we or Mr. Freedman may terminate the agreement at any time upon written notice as specified in the agreement and outlined below. We may terminate Mr. Freedmans employment immediately by written notice for