Exhibit 10.29
TERMINATION OF MANAGEMENT ADVISORY
AND CONSULTING AGREEMENT
This TERMINATION OF MANAGEMENT ADVISORY AND CONSULTING AGREEMENT (the
"Termination Agreement") is made effective March 1, 1999, between Gulfstream
Financial Group, Inc., a Florida corporation ("Gulfstream"), and Questron
Technology, Inc., a Delaware corporation ("Questron").
WHEREAS, the parties hereto have entered into that certain management
advisory and consulting agreement, dated as of November 28, 1994 (the
"Agreement");
WHEREAS, the parties desire to terminate the Agreement pursuant to
the terms set forth herein.
NOW, THEREFORE, based on mutual premises set forth above and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto hereby agree as follows:
1. Compensation. In consideration of Gulfstream's services under the
Agreement and the early termination thereof:
(a) Questron shall pay to Gulfstream, effective July 1, 1998, at the
rate of $205,000 per annum, such amount to be payable in twelve
equal monthly installments of $17,033.33 on or before the 10th
of each month;
(b) Questron shall reimburse the reasonable out-of-pocket expenses
of Gulfstream incurred in the performance of its services under
the Agreement in accordance with Questron's customary policies;
and
(c) In addition to the amounts referred to in 1. (a) and (b) above,
fees of $185,000 have been or will be paid through April 1,
1999, in connection with Gulfstream's services provided in
connection with Questron's recent business acquisitions and the
termination of the Agreement.
2. Cancellation of Options
In connection with the termination of the Agreement, the following
options to purchase shares of Questron's common stock, including Gulfstream's
right to the options listed below under the caption, "Earned but not yet
awarded," are hereby cancelled,
forever discharged and of no further force and effect as of the date hereof:
Date of Grant * Shares Exercise Price
------------------------ --------------- ----------------
11/08/96 120,000 $3.750
09/24/97 40,500 $6.625
12/31/97 333,333 $7.750
Earned, but not
yet awarded 666,667 $4.500
===============
1,160,500
===============
* All such options vest on the date of grant.
3. Termination
In advance of the original termination date set forth in Section 3 of
the Agreement, which date is March 31, 2000 (subject to certain conditions
provided therein), the Agreement shall terminate as of the date hereof.
[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have entered into this
amendment to the Agreement as of the date first herein above written.
GULFSTREAM FINANCIAL GROUP, INC.
By: /s/Xxxxxxx X. Xxxxxxxx
-------------------------------
Name:
Title:
QUESTRON TECHNOLOGY, INC.
By: /s/ Xxxxxx X. Xxxxx
--------------------------------
Name:
Title:
