Howard Pontiac-GMC, Inc. - Page 4

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          Mr. Howard                                                                  
               At the time of the agreement, Robert E. Howard II, was the             
          sole shareholder and CEO of petitioner.  He was 43 years old.               
          Mr. Howard has been in the automobile business all his life.  He            
          began working in his father's car dealership as a teenager.  In             
          1971, at age 24, Mr. Howard began working for Bob Moore Cadillac.           
          Bob Moore is a "mega dealer"2 who has assisted a number of other            
          individuals in acquiring dealerships, all of whom have been                 
          successful and some of whom have become mega dealers in their own           
          right.  Mr. Howard worked his way up to the position of sales               
          manager for Bob Moore Cadillac and in 1973, at the age of 26, was           
          the youngest metropolitan Cadillac sales manager in the United              
          States.  In 1973, Mr. Howard was promoted to general manager of a           
          Chevrolet dealership owned by Mr. Moore.                                    
               In 1978, at age 31, Mr. Howard purchased an interest in a              
          Pontiac-GMC dealership (petitioner) in Edmond, Oklahoma.  By                
          1980, Mr. Howard had become the sole shareholder of petitioner.             
          Bob Howard Automall                                                         
               By 1982, petitioner had obtained the rights to represent               
          Subaru, Mazda, and Yugo.  In 1986, Mr. Howard acquired 10-1/2               
          acres of land in Oklahoma City (the site).  Mr. Howard                      
          constructed three automobile sales facilities and a parts and               
          service facility on the site which became known as the Bob Howard           
          Automall (the automall).  Mr. Howard devoted all of his time to             

               2  The term was used, but not defined, by the parties.  We             
          use the term to mean a very large automobile dealership.                    

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Last modified: May 25, 2011