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and Jacque Johnston as set forth in that agreement.
Attached to and made part of the May 25, 1990 stock purchase
agreement were an employment agreement between Burien Nissan and
Mr. Stanford pursuant to which Burien Nissan agreed to employ Mr.
Stanford as its president and an employment agreement between
Burien Nissan and Mr. Whitehead pursuant to which Burien Nissan
agreed to employ Mr. Whitehead as its general sales manager. The
employment agreement between Burien Nissan and Mr. Stanford
provided, inter alia, certain benefits to Mr. Stanford as presi-
dent of that company, including unrestricted access to two Burien
Nissan automobiles for Mr. Stanford’s personal use.
On September 1, 1990, Burien Nissan and the stockholders6
entered into an agreement (September 1, 1990 stockholders’
agreement), the stated purpose of which was as follows:
The Shareholders desire to promote their mutual
interests and the interests of the Corporation [Burien
Nissan] by imposing certain restrictions and obliga-
tions on each other, on the Shares which they presently
own, and on any additional shares which they or their
successors or transferees may hereafter acquire or
which the Corporation may hereafter issue. * * *
The September 1, 1990 stockholders’ agreement set forth, inter
alia, certain restrictions on the disposition (i.e., sale,
transfer, pledge, encumbrance, or disposal by operation of law or
otherwise) of Burien Nissan stock held by each of the minority
6The number of shares and the percentage ownership of Burien
Nissan stock owned by each stockholder did not change between May
25, 1990, and Sept. 1, 1990.
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