EXHIBIT 10
SHAREHOLDER'S AGREEMENT
This Shareholder's Agreement, dated as of March 29, 1999, is between
Xxxx X. Xxxxxxxx ("Xxxxxxxx"), a 50% shareholder of Gulfstream Financial Group,
Inc., a Florida corporation ("Gulfstream"), and Xxxxxxx X. Xxxxxxxx, a 50%
shareholder of Gulfstream ("Xxxxxxxx").
WHEREAS, Xxxxxxxx in his capacity as Chairman, President and Chief
Executive Officer of Questron Technology, Inc. ("Questron") has been awarded
options to purchase 1,100,000 shares of Questron's common stock at a price of
$4.50 per share, which options have a 10 year life.
WHEREAS, Xxxxxxxx was appointed to his position at Questron by virtue
of his role and capacity at Gulfstream.
NOW, THEREFORE, Xxxxxxxx and Xxxxxxxx agree as follows:
1. Xxxxxxxx conveys and Xxxxxxxx accepts a 50% beneficial
ownership interest in the options to purchase Qustron's common
stock referred to above;
2. Xxxxxxxx and Xxxxxxxx shall each be responsible for 50% of the
tax consequence associated with the exercise of the options to
purchase Qustron's common stock referred to above; and
3. Xxxxxxxx agrees to indemnify Xxxxxxxx for Xxxxxxxx'x 50%
portion of the tax consequences associated with the exercise
of the options to purchase Qustron's common stock referred to
above.
IN WITNESS WHEREOF, Xxxxxxxx and Xxxxxxxx have signed this agreement as
of the date and year first above written.
/s/ Xxxxxxx X. Xxxxxxxx /s/ Xxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, Xxxx X. Xxxxxxxx,
Shareholder Shareholder
