Exhibit 10.8
EMPLOYMENT CONTRACT
     This Employment Agreement, made and entered into as of the 28th day of February,2004 by and between Educational Development Corporation (“EDC”) and Randall W. White (“White”);
     WITNESSETH:
     WHEREAS, EDC wishes to employ White as its President and Chief Executive Office to serveduring EDC’s fiscal year (“FY”) 2005 on the terms and conditions herinafter set forth; and
     WHEREAS, White wishes to accept such employment and use his best skills, experience and effortas EDC’s President and Chief Executive Office to enhance the profitability and performance of EDC.
     NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements containedherein, EDC and White agree as follows:
     1. Term. The term of this Agreement commences March 1, 2004 and terminates March 1,2007.
     2. Position and Duties. White shall serve EDC in an executive capacity as Presidentand Chief Executive Officer of EDC and shall report to the EDC Board of Directors. Subject to thegeneral direction and control of the Board of Directors of EDC (the “Board”) and its ExecutiveCommittee, if any, White shall have full authority and responsibility for formulating andimplementing goals, budgets and policies and administering the personnel, financial and businessaffairs of EDC in all respects and shall have such other responsibilities and authority shall besuperior to those of any officer or employee of EDC or any subsidiary thereof.
     3. Extent of Services. White shall devote his best efforts and full business time(with allowances for vacations and sick leave) and attention to furthering the business of EDC.White is not prohibited from maintaining or making investments, or engaging, in
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Exhibit 10.8
other business orenterprises, provided such investments, business or enterprises do not require services on the partof White which would materially impair the performance of his duties under this Agreement or which,by virtue of White’s investments or participation, would result in such business or enterpriseengaging in material competition with the Company.
     4. FY 2005 Compensation. EDC shall compensate White as follows during FY 2005:
     a. Base Salary. EDC shall pay White a base salary of $150,000, payable in twelveequal monthly installments, commencing March 1, 2004; provided, however, that said basesalary shall be reviewed by the Board of Directors of EDC annually and may be adjusted upward atthe discretion of said Board at that time.
     b. Additional Salary. EDC shall pay White additional salary equal to $22,000 ifprofit before taxes (“PBT”) exceeds $3,200,000 in each fiscal year. PBT as used in this Agreementmeans net operating income before taxes, excluding extraordinary gains or losses from the sale orconversion of capital assets. Such additional salary shall be payable within 90 days following endof each FY upon receipt of the annual Auditor’s Certificate.
     c. Automobile Allowance. EDC shall provide an automobile used by White in connectionwith his duties and pay of business related operational expenses incurred by White in connectionwith operating such automobile.
     5. Termination by EDC.
     a. Termination for Cause. In the event EDC terminates White for cause, White shallhave the same rights with respect to the salary provided for herein as if he had voluntarilyterminated his employment under Paragraph 6 below. Provided, that cause includes, but isnot limited to, one or more acts of dishonesty; provided further, that in the event Whiteis terminated for dishonesty, his unexercised stock options shall become null and void upon suchtermination and shall thereupon be deemed to have been reconveyed to EDC by White. An “act ofdishonesty” as used herein shall mean and include without
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Exhibit 10.8
limitation (I) any illegal conduct inconnections with EDC affairs and (ii) any action by White in connection with his employment dutiesat EDC involving deceit or fraud.
     b. Termination Without Cause. If EDC terminated White without cause, EDC shall payWhite the balance of the base salary provided herein in subparagraph 4, by not in any case to beless that twelve months base salary.
     6. Termination By White. If White voluntarily terminates his employment with EDCduring FY 2005, 2006 or 2007, EDC shall pay White all earned by unpaid base salary, plus allAdditional Salary earned to the date of such termination. White shall have 90 days following suchvoluntary termination in which to exercise any options which are then exercisable. All stockoptions which are not yet exercisable as of the date of such voluntary termination shall be nulland void and such options shall thereupon be deemed to have been reconveyed to EDC by White.
     7. Termination by White in Event of Change of Control. “Change of Control” as usedin this Agreement shall mean either (i) the acquisition of by third party of all or substantiallyall of EDC’s assets of (ii) the acquisition or effective control by any third party of 30% or moreof EDC’s outstanding common stock. In the event the acquiring party terminated White’s employmentwith EDC, EDC shall cause the acquiring party to compensate White in accordance with subparagraphs1 and 4.
     8. Death of White. In the event of White’s death, this Agreement shall be deemed tohave been terminated pursuant to Paragraph 6 hereof, and EDC shall pay any compensation to whichWhite would have been entitled pursuant to Paragraph 6 to the executor or administrator of White’sestate, plus an amount equal to 25% of White’s annual base salary as then in effect for the threemonths subsequent to his death.
     9. Post Employment Obligations of White.
     a. Confidential Information. By his execution of this Agreement, White acknowledgesthat he will in the course of his employment by EDC obtain “Confidential Information” (ashereinafter defined” and that his relationship with EDC will be one of trust and confidence withregard to such Confidential Information. White recognizes that
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Exhibit 10.8
EDC is entitled to protect itsinvestment in that knowledge and training. White agrees that he will not at any time, after thetermination of his employment with EDC, in any manner, either directly or indirectly, whether forhimself or another, disclose to any person, firm or corporation, other then EDC, any confidentialinformation acquired, learned, obtained or developed by White alone or in conjunction with othersin connection with his employment with EDC. “Confidential Information” as herein used means alltrade secrets and other confidential information relating to the business of EDC, otherwiseaffecting White’s duties and obligations contained in subparagraph 9.
     b. Non-Solicitation of EDC Customers. Without in any way limiting or otherwiseaffecting White’s duties and obligations contained in subparagraph 9 immediately about, Whiteagrees that during the period of two (2) years immediately following the terminations of hisemployment with EDC, he will not in any manner, either directly or indirectly, for himself or onbehalf of any other person, firm or corporation other then EDC solicit any customer of EDC ordivert or take away or attempt to divert or take away from EDC any of the business or patronage ofsuch customers, it being the general intent hereof that until the expiration of two years aftersuch termination of his employment, White shall maintain a “hands off” policy with regard to EDC’scustomers in respect of sales or services of the types furnished to such customers during or at thetime of termination of White’s employment with EDC; provided that in the event that EDCterminates White’s employment under subparagraph 5b of this Agreement, this subparagraph 9b shallbe thereby rendered null and void and of no further effect; provided further, however, thatif, in connection with new employment obtained by White, White does any of the acts prohibited bythis Paragraph 9, any amount due White pursuant to subparagraph 5b hereof shall be reduced by theamount of any compensation, regardless of the form of such compensation, paid to White by any otherperson, natural or corporate, in respect such employment.
     c. Injunctive Relief in the Event of Violation. EDC and White agree that a violationby White of any covenant or agreement in the preceding two subparagraphs of
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Exhibit 10.8
this Paragraph 9 wouldadversely affectthe successful conduct of EDC’s business and its goodwill and would cause such damage to EDC aswould be irreparable, the exact amount of which would be impossible to ascertain, and for thatreason White further agrees that in the event of such violation or threatened violation EDC shallbe entitled to a restraining order and/or injunction from any court of competent jurisdiction,restraining such violation or any further violation of such covenants and agreements by White,without prejudice to any other legal equitable remedies available to EDC.
     10. Assignment. Subject to White’s rights under Paragraph 7 of this Agreement withrespect to changes of control, EDC may assign its rights and delegate its duties hereunder to anyperson, natural or corporate, to whom it might sell all or substantially all of its assets. Whitemay not assign his rights nor delegate his duties hereunder to any person.
     11. Divisibility. This Agreement is divisible and in the event any clause,subparagraph or provision of this Agreement shall be held to be invalid, the same shall not affectthe validity of enforceability of the remaining portions of this Agreement.
     12. Binding Effect. This Agreement shall bind White, his heirs, executors,administrators and assigns and shall bind and inure to the benefit of EDC, its successors andassigns.
     13. Entire Agreement; Modification, Waiver. This Agreement constitutes the entireagreement between the parties pertaining to the subject matter contained in it and supersedes allprior and contemporaneous agreements, representations and understandings of the parties, whetherwritten or oral. No supplement, modification, or amendment of this Agreement shall be bindingunless executed in writing by all the parties. No waiver of any of the provisions of thisAgreement shall be deemed, or shall constitute, a waiver of any other provision, whether or notsimilar, nor shall any waiver constitute a continuing waiver. Not waiver shall be binding unlessexecuted in writing by the party making the waiver.
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Exhibit 10.8
     14. Multiple Counterparts. This Agreement may be executed simultaneously in one ormore counterparts, each of which shall be deemed an original, but all of which together shallconstitute one and the same instrument.
     15. Governing Law. This Agreement shall be construed in accordance with, andgoverned by the laws of the Sate of Oklahoma.
     IN WITNESS WHEREOF, the parties to this Agreement have duly executed it on the day of yearfirst above written.       EDUCATIONAL DEVELOPMENT CORPORATION      By         ATTEST:           Secretary     (Corporate Seal)           RANDALL W. WHITE
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