Exhibit 10.1 


 


P&F INDUSTRIES, INC.


 


__________________________


 


2021 STOCK INCENTIVE PLAN


 


__________________________


 


ARTICLE
I



PURPOSE


 


The purpose of this Plan is
to enhance the profitability and value of the Company for the benefit of its stockholders by enabling the Company to offer Eligible Employees,
Consultants and Non-Employee Directors incentive awards to attract, retain and reward such individuals and strengthen the mutuality of
interests between such individuals and the Company’s stockholders. This Plan is an amendment and restatement of the 2012 Plan, as
further described in Article XVI.


 


ARTICLE
II



DEFINITIONS


 


For purposes of this Plan,
the following terms shall have the following meanings:


 


2.1
         “2012 Plan” has the meaning set forth in Article XVI.


 


2.2
         “Acquisition Event” means a merger or consolidation in
which the Company is not the surviving entity, any transaction that results in the acquisition of substantially all of the Company’s
outstanding Common Stock by a single person or entity or by a group of persons and/or entities acting in concert, or the sale or transfer
of all or substantially all of the Company’s assets.


 


2.3
         “Affiliate” means each of the following: (a) any
Subsidiary; (b) any Parent; (c) any corporation, trade or business (including, without limitation, a partnership or limited liability
company) which is directly or indirectly controlled 50% or more (whether by ownership of stock, assets or an equivalent ownership interest
or voting interest) by the Company or one of its Affiliates; (d) any corporation, trade or business (including, without limitation, a
partnership or limited liability company) which directly or indirectly controls 50% or more (whether by ownership of stock, assets or
an equivalent ownership interest or voting interest) of the Company; and (e) any other entity in which the Company or any of its
Affiliates has a material equity interest and which is designated as an “Affiliate” by resolution of the Committee.


 


2.4
         “Appreciation Award” means any Award under this Plan of
any Stock Option, Stock Appreciation Right or Other Stock-Based Award, provided that such Other Stock-Based Award is based on the appreciation
in value of a share of Common Stock in excess of an amount equal to at least the Fair Market Value of the Common Stock on the date such
Other Stock-Based Award is granted.


 






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2.5
         “Award” means any award under this Plan of any Stock Option,
Stock Appreciation Right, Restricted Stock, Performance Share, Performance Units or Other Stock-Based Award. All Awards shall be granted
by, confirmed by, and subject to the terms of, a written agreement, certificate or other document evidencing such Award.


 


2.6
         “Board” means the Board of Directors of the Company.


 


2.7
         “Cause” means with respect to a Participant’s Termination
of Employment or Termination of Consultancy, the following: (a) in the case where there is no employment agreement, consulting agreement,
change in control agreement or similar agreement in effect between the Company or an Affiliate and the Participant at the time of the
grant of the Award (or where there is such an agreement but it does not define “cause” (or words of like import)), termination
due to a Participant’s insubordination, dishonesty, fraud, incompetence, moral turpitude, willful misconduct, or failure to attempt
in good faith to perform his or her duties for the Company or an Affiliate for any reason other than illness or incapacity, as determined
by the Committee in its sole discretion; or (b) in the case where there is an employment agreement, consulting agreement, change in control
agreement or similar agreement in effect between the Company or an Affiliate and the Participant at the time of the grant of the Award
that defines “cause” (or words of like import), “cause” as defined under such agreement; provided, however, that
with regard to any agreement under which the definition of “cause” only applies on occurrence of a change in control, such
definition of “cause” shall not apply until a change in control actually takes place and then only with regard to a termination
thereafter. With respect to a Participant’s Termination of Directorship, “cause” means an act or failure to act that
constitutes cause for removal of a director under applicable Delaware law.


 


2.8
         “Change in Control” has the meaning set forth in Section
12.2.


 


2.9
         “Change in Control Price” has the meaning set forth in
Section 12.1.


 


2.10
     “Code” means the Internal Revenue Code of 1986, as amended. Any reference to any
section of the Code shall also be a reference to any successor provision and any Treasury Regulation promulgated thereunder.


 


2.11
     “Committee” means a committee or subcommittee of the Board appointed from time
to time by the Board, which committee or subcommittee shall consist of two or more non-employee directors, each of whom is intended to
be (a) to the extent required by Rule 16b-3 promulgated under Section 16(b) of the Exchange Act, a “nonemployee director”
as defined in Rule 16b-3; (b) an “independent director” as defined under Nasdaq Listing Rule 5605(a)(2) or such other applicable
stock exchange rule; and (c) as may be applicable, “independent” as provided pursuant to rules promulgated by the Securities
and Exchange Commission under The Dodd-Frank Wall Street Reform and Consumer Protection Act. To the extent that no Committee exists that
has the authority to administer this Plan, the functions of the Committee shall be exercised by the Board. If for any reason the appointed
Committee does not meet the requirements of Rule 16b-3, such noncompliance shall not affect the validity of Awards, grants, interpretations
or other actions of the Committee.


 






    	 	 	 



     


    

 


2.12
     “Common Stock” means the Class A Common Stock, $1.00 par value per share, of the
Company.


 


2.13
     “Company” means P&F Industries Inc., a Delaware corporation, and its successors
by operation of law.


 


2.14
     “Consultant” means any natural person who provides bona fide consulting or advisory
services to the Company or its Affiliates pursuant to a written agreement, which are not in connection with the offer and sale of securities
in a capital-raising transaction, and do not, directly or indirectly, promote or maintain a market for the Company’s or its Affiliates’
securities.


 


2.15
     “Detrimental Activity” means: (a) the disclosure to anyone outside the Company
or its Affiliates, or the use in any manner other than in the furtherance of the Company’s or its Affiliate’s business, without
written authorization from the Company, of any confidential information or proprietary information, relating to the business of the Company
or its Affiliates that is acquired by a Participant prior to the Participant’s Termination; (b) activity while employed or performing
services that results, or if known could result, in the Participant’s Termination that is classified by the Company as a termination
for Cause; (c) any attempt, directly or indirectly, to solicit, induce or hire (or the identification for solicitation, inducement or
hiring of) any non-clerical employee of the Company or its Affiliates to be employed by, or to perform services for, the Participant or
any Person with which the Participant is associated (including, but not limited to, due to the Participant’s employment by, consultancy
for, equity interest in, or creditor relationship with such Person) or any Person from which the Participant receives direct or indirect
compensation or fees as a result of such solicitation, inducement or hire (or the identification for solicitation, inducement or hire)
without, in all cases, written authorization from the Company; (d) any attempt, directly or indirectly, to solicit in a competitive manner
any current or prospective customer of the Company or its Affiliates without, in all cases, written authorization from the Company; (e)
the Participant’s Disparagement, or inducement of others to do so, of the Company or its Affiliates or their past and present officers,
directors, employees or products; (f) without written authorization from the Company, the rendering of services for any organization,
or engaging, directly or indirectly, in any business, which is competitive with the Company or its Affiliates, or the rendering of services
to such organization or business if such organization or business is otherwise prejudicial to or in conflict with the interests of the
Company or its Affiliates provided, however, that competitive activities shall only be those competitive with any business unit or Affiliate
of the Company with regard to which the Participant performed services at any time within the two years prior to the Participant’s
Termination; or (g) breach of any agreement between the Participant and the Company or an Affiliate (including, without limitation, any
employment agreement or noncompetition or nonsolicitation agreement). For purposes of subsections (a), (c), (d) and (f) above, the General
Counsel or the Chief Executive Officer of the Company shall have authority to provide the Participant with written authorization to engage
in the activities contemplated thereby and no other person shall each have authority to provide the Participant with such authorization.


 






    	 	 	 



     


    

 


2.16
     “Disability” means with respect to a Participant’s Termination, unless otherwise
provided in an Award agreement, a permanent and total disability as defined in Section 22(e)(3) of the Code. A Disability shall only be
deemed to occur at the time of the determination by the Committee of the Disability. Notwithstanding the foregoing, with respect to any
payment pursuant to a Section 409A Covered Award that is triggered upon a Disability, Disability shall mean that a Participant is disabled
under Section 409A(a)(2)(C)(i) or (ii) of the Code.


 


2.17
     “Disparagement” means making comments or statements, whether made publicly or
not, which could reasonably be expected to adversely affect in any manner: (a) the conduct of the business of the Company or its Affiliates
(including, without limitation, any products or business plans or prospects); or (b) the business reputation of the Company or its Affiliates,
or any of their products, or their past or present officers, directors or employees.


 


2.18
     “Effective Date” has the meaning set forth in Article XVI.


 


2.19
     “Eligible Employees” means each employee of the Company or an Affiliate.


 


2.20
     “Exchange Act” means the Securities Exchange Act of 1934, as amended. Any references
to any section of the Exchange Act shall also be a reference to any successor provision.


 


2.21
     “Fair Market Value” means, unless otherwise required by any applicable provision
of the Code or any regulations issued thereunder, as of any date and except as provided below, the closing price reported for the Common
Stock on the applicable date: (a) as reported on the principal national securities exchange in the United States on which it is then traded;
or (b) if not traded on any such national securities exchange, as quoted on an automated quotation system sponsored by the Financial Industry
Regulatory Authority, or if the Common Stock shall not have been reported or quoted on such date, on the first day prior thereto on which
the Common Stock was reported or quoted. If the Common Stock is not traded, listed or otherwise reported or quoted, then Fair Market Value
means the fair market value of the Common Stock as determined by the Committee in good faith in whatever manner it considers appropriate
taking into account the requirements of Section 422 of the Code or Section 409A of the Code, as applicable. For purposes of the grant
of any Award, the applicable date shall be the trading day on which the Award is granted, or if such grant date is not a trading day,
the trading day immediately prior to the date on which the Award is granted. For purposes of the exercise of any Award, the applicable
date shall be the date a notice of exercise is received by the Committee or, if not a day on which the applicable market is open, the
next day that it is open.


 


2.22
     “Family Member” means “family member” as defined in Section A.1.(a)(5)
of the general instructions of Form S-8, as may be amended from time to time.


 


2.23
     “Incentive Stock Option” means any Stock Option awarded to an Eligible Employee
of the Company, its Subsidiaries and its Parent (if any) under this Plan intended to be and designated as an “Incentive Stock Option”
within the meaning of Section 422 of the Code.


 


2.24
     “Limited Stock Appreciation Right” has the meaning set forth in Section 7.5.


 






    	 	 	 



     


    

 


2.25
     “Non-Employee Director” means a director of the Company who is not an employee
of the Company or an Affiliate.


 


2.26
     “Non-Qualified Stock Option” means any Stock Option awarded under this Plan that
is not an Incentive Stock Option.


 


2.27
     “Other Stock-Based Award” means an Award under Article XI of this Plan that is
valued in whole or in part by reference to, or is payable in or otherwise based on or related to shares of Common Stock, including, without
limitation, an Award valued by reference to book value of shares of Common Stock.


 


2.28
     “Parent” means any parent corporation of the Company within the meaning of Section
424(e) of the Code.


 


2.29
     “Participant” means an Eligible Employee, Non-Employee Director or Consultant
to whom an Award has been granted pursuant to this Plan.


 


2.30
     “Performance Goals” means one or more performance goals or targets established
for purposes of the grant, vesting or payment of Awards of Restricted Stock, Performance Shares, Performance Units or Other Stock-Based
Awards, which goals or targets may, for purposes of illustration and without limitation, be based on one or more criteria with regard
to the Company as a whole or to any Subsidiary, division, other operational unit or administrative department of the Company, and may
be measured either on an absolute basis or relative to a pre-established target levels, to a previous period’s results or to a designated
comparison group, in each case as specified by the Committee in its sole discretion.


 


2.31
     “Performance Period” means each fiscal year of the Company or such period (as
specified by the Committee) over which the performance of any Performance Goals is to be measured.


 


2.32
     “Performance Share” means an Award made pursuant to Article IX of this Plan of
the right to receive Common Stock or cash of an equivalent value at the end of a specified Performance Period.


 


2.33
     “Performance Unit” means an Award made pursuant to Article X of this Plan of the
right to receive a fixed dollar amount, payable in cash or Common Stock or a combination of both.


 


2.34
     “Person” means any individual, corporation, partnership, limited liability company,
firm, joint venture, association, joint-stock company, trust, incorporated organization, governmental or regulatory or other entity.


 


2.35
     “Plan” means this P&F Industries, Inc. 2021 Stock Incentive Plan, as amended
from time to time.


 


2.36
     “Reference Stock Option” has the meaning set forth in Section 7.1.


 






    	 	 	 



     


    

 


2.37
     “Restricted Stock” means an Award of shares of Common Stock under this Plan that
is subject to restrictions under Article VIII.


 


2.38
     “Restriction Period” has the meaning set forth in Section 8.3(a).


 


2.39
     “Retirement” means, unless otherwise determined by the Committee at grant, a voluntary
Termination of Employment or Termination of Consultancy at or after age 65 or such earlier date after age 55 as may be approved by the
Committee, in its sole discretion, with respect to such Participant at the time of grant, or thereafter provided that the exercise of
such discretion does not make the applicable Award subject to Section 409A of the Code, except that Retirement shall not include any involuntary
Termination of Employment or Termination of Consultancy by the Company or an Affiliate for any reason with or without Cause. With respect
to a Participant’s Termination of Directorship, Retirement means the failure to stand for reelection or the failure to be reelected
on or after a Participant has attained age 65 or, with the consent of the Board, provided that the exercise of such discretion does not
make the applicable Award subject to Section 409A of the Code, before age 65 but after age 55.


 


2.40
     “Rule 16b-3” means Rule 16b-3 under Section 16(b) of the Exchange Act as then
in effect or any successor provision.


 


2.41
     “Securities Act” means the Securities Act of 1933, as amended and all rules and
regulations promulgated thereunder. Any reference to any section of the Securities Act shall also be a reference to any successor provision.


 


2.42
     “Section 409A Covered Award” has the meaning set forth in Section 15.14.


 


2.43
     “Section 409A of the Code” means the nonqualified deferred compensation rules
under Section 409A of the Code and any applicable Treasury regulations thereunder.


 


2.44
     “Stock Appreciation Right” means the right pursuant to an Award granted under
Article VII. A Tandem Stock Appreciation Right shall mean the right to surrender to the Company all (or a portion) of a Stock Option in
exchange for a number of shares of Common Stock and/or cash equal to the difference between (i) the Fair Market Value on the date
such Stock Option (or such portion thereof) is surrendered, of the Common Stock covered by such Stock Option (or such portion thereof),
and (ii) the aggregate exercise price of such Stock Option (or such portion thereof). A Non-Tandem Stock Appreciation Right shall
mean the right to receive a number of shares of Common Stock and/or cash equal to the difference between (x) the Fair Market Value
of a share of Common Stock on the date such right is exercised, and (y) the aggregate exercise price of such right, otherwise than
on surrender of a Stock Option.


 


2.45
     “Stock Option” or “Option” means any option to purchase
shares of Common Stock granted to Eligible Employees, Non-Employee Directors or Consultants granted pursuant to Article VI.


 


2.46
     “Subsidiary” means any subsidiary corporation of the Company within the meaning
of Section 424(f) of the Code.


 


2.47
     “Tandem Stock Appreciation Rights” has the meaning set forth in Section 7.1.


 






    	 	 	 



     


    

 


2.48
     “Ten Percent Stockholder” means a person owning stock possessing more than 10%
of the total combined voting power of all classes of stock of the Company, its Subsidiaries or its Parent.


 


2.49
     “Termination” means a Termination of Consultancy, Termination of Directorship
or Termination of Employment, as applicable.


 


2.50
     “Termination of Consultancy” means: (a) that the Consultant is no longer acting
as a consultant to the Company or an Affiliate; or (b) when an entity which is retaining a Participant as a Consultant ceases to be an
Affiliate unless the Participant otherwise is, or thereupon becomes, a Consultant to the Company or another Affiliate at the time the
entity ceases to be an Affiliate. In the event that a Consultant becomes an Eligible Employee or a Non-Employee Director upon the termination
of his or her consultancy, unless otherwise determined by the Committee, in its sole discretion, no Termination of Consultancy shall be
deemed to occur until such time as such Consultant is no longer a Consultant, an Eligible Employee or a Non-Employee Director. Notwithstanding
the foregoing, the Committee may, in its sole discretion, otherwise define Termination of Consultancy in the Award agreement or, if no
rights of a Participant are reduced, may otherwise define Termination of Consultancy thereafter.


 


2.51
     “Termination of Directorship” means that the Non-Employee Director has ceased
to be a director of the Company; except that if a Non-Employee Director becomes an Eligible Employee or a Consultant upon the termination
of his or her directorship, his or her ceasing to be a director of the Company shall not be treated as a Termination of Directorship unless
and until the Participant has a Termination of Employment or Termination of Consultancy, as the case may be.


 


2.52
     “Termination of Employment” means: (a) a termination of employment (for reasons
other than a military or personal leave of absence granted by the Company) of a Participant from the Company and its Affiliates; or (b) when
an entity which is employing a Participant ceases to be an Affiliate, unless the Participant otherwise is, or thereupon becomes, employed
by the Company or another Affiliate at the time the entity ceases to be an Affiliate. In the event that an Eligible Employee becomes a
Consultant or a Non-Employee Director upon the termination of his or her employment, unless otherwise determined by the Committee or otherwise
required under the applicable provisions of Section 409A of the Code, in its sole discretion, no Termination of Employment shall be deemed
to occur until such time as such Eligible Employee is no longer an Eligible Employee, a Consultant or a Non-Employee Director. Notwithstanding
the foregoing, the Committee may, in its sole discretion, otherwise define Termination of Employment in the Award agreement or, if no
rights of a Participant are reduced, may otherwise define Termination of Employment thereafter.


 


2.53
     “Transfer” means: (a) when used as a noun, any direct or indirect transfer, sale,
assignment, pledge, hypothecation, encumbrance or other disposition (including the issuance of equity in a Person), whether for value
or no value and whether voluntary or involuntary (including by operation of law), and (b) when used as a verb, to directly or indirectly
transfer, sell, assign, pledge, encumber, charge, hypothecate or otherwise dispose of (including the issuance of equity in a Person) whether
for value or for no value and whether voluntarily or involuntarily (including by operation of law). “Transferred” and “Transferable”
shall have a correlative meaning.


 






    	 	 	 



     


    

 


ARTICLE
III



ADMINISTRATION


 


3.1
         The Committee. This Plan shall be administered and interpreted by
the Committee.


 


3.2
         Grants of Awards. The Committee shall have full discretionary power
and authority to grant, pursuant to the terms of this Plan, to Eligible Employees, Consultants and Non-Employee Directors: (i) Stock
Options, (ii) Stock Appreciation Rights, (iii) Restricted Stock, (iv) Performance Shares, (v) Performance Units, and (vi) Other
Stock-Based Awards. In particular, the Committee shall have the authority:


 


		(a)	to select the Eligible Employees, Consultants and Non-Employee Directors to whom Awards may from time
to time be granted hereunder;



 


		(b)	to determine whether and to what extent Awards, or any combination thereof, are to be granted hereunder
to one or more Eligible Employees, Consultants or Non-Employee Directors;



 


		(c)	to determine the number of shares of Common Stock to be covered by each Award granted hereunder;



 


		(d)	to determine the terms and conditions, not inconsistent with the terms of this Plan, of any Award granted
hereunder (including, but not limited to, the exercise or purchase price (if any), any restriction or limitation, any vesting schedule
or acceleration thereof, or any forfeiture restrictions or waiver thereof, regarding any Award and the shares of Common Stock relating
thereto, based on such factors, if any, as the Committee shall determine, in its sole discretion);



 


		(e)	to determine whether, to what extent and under what circumstances grants of Options and other Awards under
this Plan are to operate on a tandem basis and/or in conjunction with or apart from other awards made by the Company outside of this Plan;



 


		(f)	to determine whether and under what circumstances a Stock Option may be settled in cash, Common Stock
and/or Restricted Stock under Section 6.4(d);



 


		(g)	to determine whether, to what extent and under what circumstances Common Stock and other amounts payable
with respect to an Award under this Plan shall be deferred either automatically or at the election of the Participant in any case, in
a manner intended to comply with Section 409A of the Code;



 






    	 	 	 



     


    

 


		(h)	to determine whether a Stock Option is an Incentive Stock Option or Non-Qualified Stock Option; and



 


		(i)	to determine whether to require a Participant, as a condition of the granting of any Award, to not sell
or otherwise dispose of shares acquired pursuant to the exercise of an Award for a period of time as determined by the Committee, in its
sole discretion, following the date of the acquisition of such Award;



 


		(j)	to set the Performance Goals and the Performance Period with respect to any Award for which the grant,
vesting or payment of such Award is conditioned upon the attainment of specified Performance Goals and to certify the attainment of any
such Performance Goals; and



 


		(k)	generally, to exercise such powers and to perform such acts as the Committee deems necessary or expedient
to promote the best interests of the Company that are not in conflict with the provisions of this Plan.



 


3.3
         Guidelines. Subject to Article XIII hereof, the Committee shall, in
its sole discretion, have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing this
Plan and perform all acts, including the delegation of its responsibilities (to the extent permitted by applicable law and applicable
stock exchange rules), as it shall, from time to time, deem advisable; to construe and interpret the terms and provisions of this Plan
and any Award issued under this Plan (and any agreements relating thereto); and to otherwise supervise the administration of this Plan.
The Committee may, in its sole discretion, correct any defect, supply any omission or reconcile any inconsistency in this Plan or in any
agreement relating thereto in the manner and to the extent it shall deem necessary to effectuate the purpose and intent of this Plan.
The Committee may, in its sole discretion, adopt special guidelines and provisions for persons who are residing in or employed in, or
subject to, the taxes of, any domestic or foreign jurisdictions to comply with applicable tax and securities laws of such domestic or
foreign jurisdictions. Notwithstanding the foregoing, no action of the Committee under this Section 3.3 shall materially impair the rights
of any Participant without the Participant’s consent, except with respect to Awards granted under the Plan prior to the Effective
Date, with respect to which no action of the Committee under this Section 3.3 shall impair the rights of any Participant in respect of
such Award without such Participant’s consent. This Plan is intended to comply with the applicable requirements of Rule 16b-3 and
this Plan shall be limited, construed and interpreted in a manner so as to comply therewith.


 


3.4
         Decisions Final. Any decision, interpretation or other action made
or taken in good faith by or at the direction of the Company, the Board or the Committee (or any of its members) arising out of or in
connection with this Plan shall be within the absolute discretion of all and each of them, as the case may be, and shall be final, binding
and conclusive on the Company and all employees and Participants and their respective heirs, executors, administrators, successors and
assigns.


 


3.5
         Procedures. If the Committee is appointed, the Board shall designate
one of the members of the Committee as chairman and the Committee shall hold meetings, subject to the By-Laws of the Company, at such
times and places as it shall deem advisable, including, without limitation, by telephone conference or by written consent to the extent
permitted by applicable law. A majority of the Committee members shall constitute a quorum. All determinations of the Committee shall
be made by a majority of its members. Any decision or determination reduced to writing and signed by all the Committee members in accordance
with the By-Laws of the Company, shall be fully effective as if it had been made by a vote at a meeting duly called and held. The Committee
shall keep minutes of its meetings and shall make such rules and regulations for the conduct of its business as it shall deem advisable.


 






    	 	 	 



     


    

 


3.6
          Designation of Consultants/Liability.


 


		(a)	The Committee may, in its sole discretion, designate employees of the Company and professional advisors
to assist the Committee in the administration of this Plan and (to the extent permitted by applicable law and applicable exchange rules)
may grant authority to officers to grant Awards and/or execute agreements or other documents on behalf of the Committee.



 


		(b)	The Committee may, in its sole discretion, employ such legal counsel, consultants and agents as it may
deem desirable for the administration of this Plan and may rely upon any opinion received from any such counsel or consultant and any
computation received from any such consultant or agent. Expenses incurred by the Committee or the Board in the engagement of any such
counsel, consultant or agent shall be paid by the Company. The Committee, its members and any person designated pursuant to subsection
(a) above shall not be liable for any action or determination made in good faith with respect to this Plan. To the maximum extent permitted
by applicable law, no officer of the Company or member or former member of the Committee or of the Board shall be liable for any action
or determination made in good faith with respect to this Plan or any Award granted under it.



 


3.7
         Indemnification. To the maximum extent permitted by applicable law
and the Certificate of Incorporation and By-Laws of the Company and to the extent not covered by insurance directly insuring such person,
each current or former officer or employee of the Company or any Affiliate and current or former member of the Committee or the Board
shall be indemnified and held harmless by the Company against any cost or expense (including reasonable fees of counsel reasonably acceptable
to the Committee) or liability (including any sum paid in settlement of a claim with the approval of the Committee), and advanced amounts
necessary to pay the foregoing at the earliest time and to the fullest extent permitted, arising out of any act or omission to act in
connection with the administration of this Plan, except to the extent arising out of such current or former officer’s, employee’s
or member’s fraud or bad faith. Such indemnification shall be in addition to any rights of indemnification the current or former
officers, employees, directors or members may have under applicable law, or under the Certificate of Incorporation or By-Laws of the Company
or any Affiliate. Notwithstanding anything else herein, this indemnification will not apply to the actions or determinations made by an
individual with regard to Awards granted to him or her under this Plan.


 






    	 	 	 



     


    

 


ARTICLE
IV



SHARE LIMITATION


 


4.1
          Shares.


 


		(a)	General Limitations. The aggregate number of shares of Common Stock that may be issued or used
for reference purposes or with respect to which Awards may be granted under this Plan shall not exceed an aggregate of [500,000] shares
(subject to any increase or decrease pursuant to Section 4.2), which is comprised of [325,000] shares of Common Stock that were reserved
for issuance under the 2012 Plan, plus an additional [175,000] shares of Common Stock), which, in either case, may be either authorized
and unissued Common Stock or Common Stock held in or acquired for the treasury of the Company or both. Any shares of Common Stock that
are subject to Appreciation Awards shall be counted against this limit as one share for every share granted. Any shares of Restricted
Stock or shares of Common Stock that are subject to any other Award other than Appreciation Award shall be counted against this limit
as one and one-half (1.5) shares for every share granted. If any Appreciation Award granted under this Plan expires, terminates or is
canceled for any reason without having been exercised in full, the number of shares of Common Stock underlying any unexercised Award shall
again be available for the purpose of Awards under the Plan. If a share of Restricted Stock or a share of Common Stock subject to any
other Award other than an Appreciation Award is forfeited for any reason, one and one-half (1.5)] shares of Common Stock shall again be
available for the purposes of Awards under the Plan. If a Tandem Stock Appreciation Right or a Limited Stock Appreciation Right is granted
in tandem with an Option, such grant shall only apply once against the maximum number of shares of Common Stock which may be issued under
this Plan. The maximum number of shares of Common Stock that may be issued pursuant to Stock Options intended to be Incentive Stock Options
is 500,000. The number of shares of Common Stock available for the purpose of Awards under the Plan shall be reduced by (i) the total
number of Stock Options, Stock Appreciation Rights or Other Stock-Based Awards (subject to exercise) that have been exercised, regardless
of whether any of the shares of Common Stock underlying such Awards are not actually issued to the Participant as the result of a net
settlement, and (ii) any shares of Common Stock (not covered by (i) above) used to pay any exercise price or tax withholding obligation
with respect to any Award. In addition, the Company may not use the cash proceeds it receives from Stock Option exercises to repurchase
shares of Common Stock on the open market for reuse under the Plan. Awards that may be settled solely in cash shall not be deemed to use
any shares of Common Stock which may be issued under this Plan.



 






    	 	 	 



     


    

 


		(b)	Individual Participant Limitations.



 


(i)              The maximum number of shares of Common Stock subject to any Award of Stock Options, Stock Appreciation Rights or other Appreciation
Awards which may be granted under this Plan during any fiscal year of the Company to each Eligible Employee or Consultant shall be 100,000
shares per type of Award (which shall be subject to any further increase or decrease pursuant to Section 4.2), and the maximum number
of shares of Common Stock subject to any Award of Performance Shares for any Performance Period, Other Stock-Based Awards that are not
Appreciation Awards, or shares of Restricted Stock for which the grant of such Award or the lapse of the relevant Restriction Period is
subject to the attainment of Performance Goals in accordance with Section 8.3(b) herein which may be granted under this Plan during any
fiscal year of the Company to each Eligible Employee or Consultant shall be 65,000 shares per type of Award (which shall be subject to
any further increase or decrease pursuant to Section 4.2), provided that the maximum number of shares of Common Stock for all such types
of Awards covered under this Section 4.1(b)(i) shall not exceed 165,000 shares (which shall be subject to any further increase or decrease
pursuant to Section 4.2) during any fiscal year of the Company. If a Tandem Stock Appreciation Right is granted or a Limited Stock Appreciation
Right is granted in tandem with a Stock Option, it shall apply against the Eligible Employee’s or Consultant’s individual
share limitations for both Stock Appreciation Rights and Stock Options.


 


(ii)             
Notwithstanding any other provision of this Plan to the contrary, the aggregate value of stock-based Awards and cash-based compensation
paid to any Non-Employee Director in respect of any fiscal year of the Company with respect to his or her service as a Non-Employee Director
may not exceed $300,000, or, in the case of a Non-Employee Director serving a lead role on the Board, $450,000, in each case, based on
the Fair Market Value of stock-based Awards and the aggregate value of cash compensation, in each case, determined as of the date of grant.
Awards granted to Non-Employee Directors shall be counted against the share limit set forth in Section 4.1(a) in the same manner as Awards
granted to Employees and Consultants as set forth in Section 4.1(a).


 


(iii)           
There are no annual individual Eligible Employee or Consultant share limitations on Restricted Stock for which the grant of such
Award or the lapse of the relevant Restriction Period is not subject to attainment of Performance Goals in accordance with Section 8.3(b)
hereof.


 


(iv)          
The maximum value of the payment of Performance Units which may be granted under this Plan with respect to any fiscal year of the
Company to each Eligible Employee or Consultant shall be $1,000,000, determined based on the maximum value of any such Performance Units
on the date of grant.


 






    	 	 	 



     


    

 


(v)            
The individual Participant limitations set forth in this Section 4.1(b) shall be cumulative; that is, to the extent that shares
of Common Stock for which Awards are permitted to be granted to an Eligible Employee or Consultant during a fiscal year are not covered
by an Award to such Eligible Employee or Consultant in a fiscal year, the number of shares of Common Stock available for Awards to such
Eligible Employee or Consultant shall automatically increase in the subsequent fiscal years during the term of this Plan until used.


 


4.2
         Changes.


 


		(a)	The existence of this Plan and the Awards granted hereunder shall not affect in any way the right or power
of the Board or the stockholders of the Company to make or authorize (i) any adjustment, recapitalization, reorganization or other change
in the Company’s capital structure or its business, (ii) any merger or consolidation of the Company or any Affiliate, (iii) any
issuance of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Stock, (iv) the dissolution or liquidation
of the Company or any Affiliate, (v) any sale or transfer of all or part of the assets or business of the Company or any Affiliate or
(vi) any other corporate act or proceeding.



 


		(b)	Subject to the provisions of Section 4.2(d), in the event of any such change in the capital structure
or business of the Company by reason of any stock split, reverse stock split, stock dividend or distribution, extraordinary cash dividend
or distribution, combination or reclassification of shares, recapitalization, merger, consolidation, spin-off, split-up, reorganization,
partial or complete liquidation, issuance of rights or warrants to purchase any Common Stock or securities convertible into Common Stock,
any sale or transfer of all or part of the Company’s assets or business, or any other corporate transaction or event having an effect
similar to any of the foregoing and effected without receipt of consideration by the Company, then the Committee shall make such adjustments,
if any, consistent with such change in such manner as the Committee deems equitable to prevent substantial dilution or enlargement of
the rights granted to, or available for, Participants under this Plan, to the aggregate number and kind of shares that thereafter may
be issued under this Plan, the number and kind of shares or other property (including cash) to be issued upon exercise of an outstanding
Award or under other Awards granted under this Plan and the purchase price thereof, and/or the individual Participant limits set forth
in Section 4.1(b) (other than those based on cash limitations). Any such adjustment determined by the Committee shall be final, binding
and conclusive on the Company and all Participants and employees and their respective heirs, executors, administrators, successors and
assigns. Except as provided in this Section 4.2 or in the applicable Award agreement, a Participant shall have no rights by reason of
any issuance by the Company of any class or securities convertible into stock of any class, any subdivision or consolidation of shares
of stock of any class, the payment of any stock dividend, any other increase or decrease in the number of shares of stock of any class,
any sale or transfer of all or part of the Company’s assets or business or any other change affecting the Company’s capital
structure or business.



 






    	 	 	 



     


    

 


		(c)	Fractional shares of Common Stock resulting from any adjustment in Awards pursuant to Section 4.2(a) or
(b) shall be aggregated until, and eliminated at, the time of exercise by rounding-down for fractions less than one-half and rounding-up
for fractions equal to or greater than one-half. No fractional shares of Common Stock shall be issued under this Plan. No cash settlements
shall be made with respect to fractional shares eliminated by rounding. Notice of any adjustment shall be given by the Committee to each
Participant whose Award has been adjusted and such adjustment (whether or not such notice is given) shall be effective and binding for
all purposes of this Plan.



 


		(d)	In the event of an Acquisition Event, the Committee may, in its sole discretion, terminate all outstanding
and unexercised Stock Options, Stock Appreciation Rights or Other Stock-Based Awards that provide for a Participant elected exercise,
effective as of the date of the Acquisition Event, by delivering notice of termination to each Participant at least 20 days prior to the
date of consummation of the Acquisition Event, in which case during the period from the date on which such notice of termination is delivered
to the consummation of the Acquisition Event, each such Participant shall have the right to exercise in full all of his or her Stock Options,
Stock Appreciation Rights or Other Stock-Based Awards that provide for a Participant elected exercise that are then outstanding (without
regard to any limitations on exercisability otherwise contained in the Award agreements), but any such exercise shall be contingent on
the occurrence of the Acquisition Event, and, provided that, if the Acquisition Event does not take place within a specified period after
giving such notice for any reason whatsoever, the notice and exercise pursuant thereto shall be null and void.



 


If an Acquisition Event occurs but
the Committee does not terminate the outstanding Awards pursuant to this Section 4.2(d), then the provisions of Section 4.2(b) and Article
XII shall apply.


 


4.3
         Minimum Purchase Price. Notwithstanding any provision of this Plan
to the contrary, if authorized but previously unissued shares of Common Stock are issued under this Plan, such shares shall not be issued
for a consideration that is less than as permitted under applicable law.


 






    	 	 	 



     


    

 


4.4
         Minimum Restriction and Vesting Period. Notwithstanding any other
provision of the Plan to the contrary, with respect to any Award of Restricted Stock, Performance Shares, Performance Units, or Other
Stock-Based Award which by its terms does not require the recipient of the Award to pay a per share exercise price or purchase price equal
to the Fair Market Value of the underlying Common Stock at the grant date, including restricted stock units (collectively, “Full-Value
Awards”), (i) the Restriction Period with respect to any such Award of Restricted Stock, (ii) the Performance Period with respect
to any such Award of Performance Shares, (iii) the Performance Cycle with respect to any such Award of Performance Units and (iv) the
vesting period with respect to any such Other Stock-Based Award (including restricted stock units) that is payable in shares of Common
Stock shall be no less than one (1) year. In addition, notwithstanding any other provision of the Plan to the contrary, with respect to
any Appreciation Award the vesting period shall be no less than one (1) year. Notwithstanding the foregoing, subject to the terms of the
Plan, the Committee may (at the time of grant or thereafter) provide for the earlier lapsing of restrictions or the vesting of any Award
in the event of a Change of Control, a Participant’s Retirement, death or Disability, or a Participant’s Termination by the
Company without Cause or by the Participant for good reason and, subject to the limitations set forth in Section 4.1(a), Awards with
respect to up to five percent (5%) of the total number of Shares reserved for Awards under the Plan may be granted that are not subject
to the foregoing limitations.


 


4.5
         Dividends and Dividend Equivalents. Notwithstanding any other provision
of the Plan to the contrary, any rights granted hereunder to a Participant under an Award to receive or retain dividends or dividend equivalents
with respect to the shares of Common Stock underlying any Full-Value Award, shall be subject to the same vesting and/or forfeiture conditions
(whether performance-based, service-based or otherwise) as are applicable to such Full-Value Award.


 


ARTICLE
V



ELIGIBILITY


 


5.1
         General Eligibility. All Eligible Employees, prospective employees,
Consultants and prospective consultants of the Company and its Affiliates, and Non-Employee Directors of the Company, are eligible to
be granted Awards. Eligibility for the grant of Awards and actual participation in this Plan shall be determined by the Committee in its
sole discretion. Notwithstanding anything herein to the contrary, no Award under which a Participant may receive shares of Common Stock
may be granted under this Plan to an Eligible Employee, Consultant or Non-Employee Director of any Affiliate if such shares of Common
Stock does not constitute “service recipient stock” for purposes of Section 409A of the Code with respect to such Eligible
Employee, Consultant or Non-Employee Director unless such Award is structured in a manner intended to comply with, or be exempt from,
Section 409A of the Code.


 


5.2
         Incentive Stock Options. Notwithstanding anything herein to the contrary,
only Eligible Employees of the Company, its Subsidiaries and its Parent (if any) are eligible to be granted Incentive Stock Options under
this Plan. Eligibility for the grant of an Incentive Stock Option and actual participation in this Plan shall be determined by the Committee
in its sole discretion.


 






    	 	 	 



     


    

 


5.3
         General Requirement. The vesting and exercise of Awards granted to
a prospective employee or consultant are conditioned upon such individual actually becoming an Eligible Employee or Consultant.


 


ARTICLE
VI



STOCK OPTIONS


 


6.1
         Options. Stock Options may be granted alone or in addition to other
Awards granted under this Plan. Each Stock Option granted under this Plan shall be of one of two types: (a) an Incentive Stock Option
or (b) a Non-Qualified Stock Option.


 


6.2
         Grants. The Committee shall, in its sole discretion, have the authority
to grant to any Eligible Employee (subject to Section 5.2) Incentive Stock Options, Non-Qualified Stock Options, or both types of Stock
Options. The Committee shall, in its sole discretion, have the authority to grant Non-Qualified Stock Options to any Consultant or Non-Employee
Director. To the extent that any Stock Option does not qualify as an Incentive Stock Option (whether because of its provisions or the
time or manner of its exercise or otherwise), such Stock Option or the portion thereof which does not qualify shall constitute a separate
Non-Qualified Stock Option.


 


6.3
         Incentive Stock Options. Notwithstanding anything in the Plan to the
contrary, no term of this Plan relating to Incentive Stock Options shall be interpreted, amended or altered, nor shall any discretion
or authority granted under the Plan be so exercised, so as to disqualify the Plan under Section 422 of the Code, or, without the
consent of the Participants affected, to disqualify any Incentive Stock Option under such Section 422.


 


6.4
         Terms of Options. Options granted under this Plan shall be subject
to the following terms and conditions and shall be in such form and contain such additional terms and conditions, not inconsistent with
the terms of this Plan, as the Committee, in its sole discretion, shall deem desirable:


 


		(a)	Exercise Price. The exercise price per share of Common Stock subject to a Stock Option shall be
determined by the Committee at the time of grant, provided that the per share exercise price of a Stock Option shall not be less than
100% (or, in the case of an Incentive Stock Option granted to a Ten Percent Stockholder, 110%) of the Fair Market Value of the Common
Stock at the time of grant.



 


		(b)	Stock Option Term. The term of each Stock Option shall be fixed by the Committee; provided that
no Stock Option shall be exercisable more than 10 years after the date the Option is granted; and provided further that the term of an
Incentive Stock Option granted to a Ten Percent Stockholder shall not exceed five years.



 






    	 	 	 



     


    

 


		(c)	Exercisability. Subject to Section 4.4, Stock Options shall be exercisable at such time or times
and subject to such terms and conditions as shall be determined by the Committee at grant. If the Committee provides, in its discretion,
that any Stock Option is exercisable subject to certain limitations (including, without limitation, that such Stock Option is exercisable
only in installments or within certain time periods), the Committee may waive such limitations on the exercisability at any time at or
after grant in whole or in part (including, without limitation, waiver of the installment exercise provisions or acceleration of the time
at which such Stock Option may be exercised), based on such factors, if any, as the Committee shall determine, in its sole discretion.
Unless otherwise determined by the Committee at grant, the Option agreement shall provide that (i) in the event the Participant engages
in Detrimental Activity prior to any exercise of the Stock Option, all Stock Options held by the Participant shall thereupon terminate
and expire, (ii) as a condition of the exercise of a Stock Option, the Participant shall be required to certify (or shall be deemed to
have certified) at the time of exercise in a manner acceptable to the Company that the Participant is in compliance with the terms and
conditions of this Plan and that the Participant has not engaged in, and does not intend to engage in, any Detrimental Activity, and (iii)
in the event the Participant engages in Detrimental Activity during the one year period commencing on the date the Stock Option is exercised
or becomes vested, the Company shall be entitled to recover from the Participant at any time within one year after such exercise or vesting,
and the Participant shall pay over to the Company, an amount equal to any gain realized as a result of the exercise (whether at the time
of exercise or thereafter).



 


		(d)	Method of Exercise. Subject to whatever installment exercise and waiting period provisions apply
under subsection (c) above, to the extent vested, Stock Options may be exercised in whole or in part at any time during the Option term,
by giving written notice of exercise to the Company specifying the number of shares of Common Stock to be purchased. Such notice shall
be in a form acceptable to the Company and shall be accompanied by payment in full of the purchase price as follows: (i) in cash or by
check, bank draft or money order payable to the order of the Company; (ii) solely to the extent permitted by applicable law, if the Common
Stock is traded on a national securities exchange or quoted on a national quotation system sponsored by the Financial Industry Regulatory
Authority, and the Committee authorizes, through a procedure whereby the Participant delivers irrevocable instructions to a broker reasonably
acceptable to the Committee to deliver promptly to the Company an amount equal to the purchase price; or (iii) on such other terms and
conditions as may be acceptable to the Committee (including, without limitation, the relinquishment of Stock Options or by payment in
full or in part in the form of Common Stock owned by the Participant (for which the Participant has good title free and clear of any liens
and encumbrances) based on the Fair Market Value of the Common Stock on the payment date as determined by the Committee, in its sole discretion).
No shares of Common Stock shall be issued until payment therefor, as provided herein, has been made or provided for.



 






    	 	 	 



     


    

 


		(e)	Non-Transferability of Options. No Stock Option shall be Transferable by the Participant otherwise
than by will or by the laws of descent and distribution, and all Stock Options shall be exercisable, during the Participant’s lifetime,
only by the Participant. Notwithstanding the foregoing, the Committee may determine, in its sole discretion, at the time of grant or thereafter
that a Non-Qualified Stock Option that is otherwise not Transferable pursuant to this Section is Transferable to a Family Member in whole
or in part and in such circumstances, and under such conditions, as determined by the Committee, in its sole discretion. A Non-Qualified
Stock Option that is Transferred to a Family Member pursuant to the preceding sentence (i) may not be subsequently Transferred otherwise
than by will or by the laws of descent and distribution and (ii) remains subject to the terms of this Plan and the applicable Award agreement.
Any shares of Common Stock acquired upon the exercise of a Non-Qualified Stock Option by a permissible transferee of a Non-Qualified Stock
Option or a permissible transferee pursuant to a Transfer after the exercise of the Non-Qualified Stock Option shall be subject to the
terms of this Plan and the applicable Award agreement.



 


		(f)	Termination by Death, Disability or Retirement. Unless otherwise determined by the Committee at
grant, or if no rights of the Participant are reduced, thereafter, if a Participant’s Termination is by reason of death, Disability
or Retirement, all Stock Options that are held by such Participant that are vested and exercisable at the time of the Participant’s
Termination may be exercised by the Participant (or, in the case of death, by the legal representative of the Participant’s estate)
at any time within a period of one year from the date of such Termination, but in no event beyond the expiration of the stated term of
such Stock Options; provided, however, that in the case of Retirement, if the Participant dies within such exercise period, all unexercised
Stock Options held by such Participant shall thereafter be exercisable, to the extent to which they were exercisable at the time of death,
for a period of one year from the date of such death, but in no event beyond the expiration of the stated term of such Stock Options.



 


		(g)	Involuntary Termination Without Cause. Unless otherwise determined by the Committee at grant, or
if no rights of the Participant are reduced, thereafter, if a Participant’s Termination is by involuntary termination without Cause,
all Stock Options that are held by such Participant that are vested and exercisable at the time of the Participant’s Termination
may be exercised by the Participant at any time within a period of 90 days from the date of such Termination, but in no event beyond the
expiration of the stated term of such Stock Options.



 


		(h)	Voluntary Termination. Unless otherwise determined by the Committee at grant, or if no rights of
the Participant are reduced, thereafter, if a Participant’s Termination is voluntary (other than a voluntary termination described
in subsection (i)(y) below), all Stock Options that are held by such Participant that are vested and exercisable at the time of the Participant’s
Termination may be exercised by the Participant at any time within a period of 30 days from the date of such Termination, but in no event
beyond the expiration of the stated term of such Stock Options.



 






    	 	 	 



     


    

 


		(i)	Termination for Cause. Unless otherwise determined by the Committee at grant, or if no rights of
the Participant are reduced, thereafter, if a Participant’s Termination (x) is for Cause or (y) is a voluntary Termination (as provided
in sub-section (h) above) after the occurrence of an event that would be grounds for a Termination for Cause, all Stock Options, whether
vested or not vested, that are held by such Participant shall thereupon terminate and expire as of the date of such Termination.



 


		(j)	Unvested Stock Options. Unless otherwise determined by the Committee at grant, or if no rights
of the Participant are reduced, thereafter, Stock Options that are not vested as of the date of a Participant’s Termination for
any reason shall terminate and expire as of the date of such Termination.



 


		(k)	Incentive Stock Option Limitations. To the extent that the aggregate Fair Market Value (determined
as of the time of grant) of the Common Stock with respect to which Incentive Stock Options are exercisable for the first time by an Eligible
Employee during any calendar year under this Plan and/or any other stock option plan of the Company, any Subsidiary or any Parent exceeds
$100,000, such Options shall be treated as Non-Qualified Stock Options. Should any provision of this Plan not be necessary in order for
the Stock Options to qualify as Incentive Stock Options, or should any additional provisions be required, the Committee may, in its sole
discretion, amend this Plan accordingly, without the necessity of obtaining the approval of the stockholders of the Company.



 


		(l)	Form, Modification, Extension and Renewal of Stock Options. Subject to the terms and conditions
and within the limitations of this Plan, Stock Options shall be evidenced by such form of agreement or grant as is approved by the Committee,
and the Committee may, in its sole discretion (i) subject to Section 13.1(d), modify, extend or renew outstanding Stock Options granted
under this Plan (provided that the rights of a Participant are not materially reduced without his or her consent, except with respect
to Options granted under the Plan prior to the Effective Date, with respect to which no action of the Committee under this Section 6.4(l)
shall reduce the rights of any Participant holding such Options without such Participant’s consent] and provided[, in each case,
that such action does not extend the Stock Option beyond its stated term), and (ii) accept the surrender of outstanding Stock Options
(up to the extent not theretofore exercised) and authorize the granting of new Stock Options in substitution therefor (to the extent not
theretofore exercised).



 






    	 	 	 



     


    

 


		(m)	Repricing. Repricing of Stock Options shall not be permitted without stockholder approval (in accordance
with Section 13.1). For this purpose, a “repricing” means any of the following (or any other action that has the same effect
as any of the following): (i) changing the terms of a Stock Option to lower its exercise price; (ii) any other action that is treated
as a “repricing” under generally accepted accounting principles (“GAAP”); (iii) canceling a Stock Option at a
time when its exercise price is greater than or equal to the Fair Market Value of the underlying Common Stock in exchange for another
Award, and (iv) repurchasing for cash a Stock Option at a time when its exercise price is greater than or equal to the Fair Market Value
of the underlying Common Stock, unless the change, other action or cancellation, exchange or repurchase occurs in connection with an event
set forth in Section 4.2. Such cancellation and exchange would be considered a “repricing” regardless of whether it is treated
as a “repricing” under GAAP and regardless of whether it is voluntary on the part of the Participant.



 


		(n)	Other Terms and Conditions. Stock Options may contain such other provisions, which shall not be
inconsistent with any of the terms of this Plan, as the Committee shall, in its sole discretion, deem appropriate.



 


ARTICLE
VII



STOCK APPRECIATION RIGHTS


 


7.1
         Tandem Stock Appreciation Rights. Stock Appreciation Rights may be granted
in conjunction with all or part of any Stock Option (a “Reference Stock Option”) granted under this Plan (“Tandem Stock
Appreciation Rights”). In the case of a Non-Qualified Stock Option, such rights may be granted either at or after the time of the
grant of such Reference Stock Option. In the case of an Incentive Stock Option, such rights may be granted only at the time of the grant
of such Reference Stock Option.


 


7.2
         Terms and Conditions of Tandem Stock Appreciation Rights. Tandem Stock Appreciation
Rights granted hereunder shall be subject to such terms and conditions, not inconsistent with the provisions of this Plan, as shall be
determined from time to time by the Committee in its sole discretion, and the following:


 


		(a)	Exercise Price. The exercise price per share of Common Stock subject to a Tandem Stock Appreciation
Right shall be the exercise price of the Reference Stock Option as determined in accordance with Section 6.4(a).



 


		(b)	Term. A Tandem Stock Appreciation Right or applicable portion thereof granted with respect to a
Reference Stock Option shall terminate and no longer be exercisable upon the termination or exercise of the Reference Stock Option, except
that, unless otherwise determined by the Committee, in its sole discretion, at the time of grant, a Tandem Stock Appreciation Right granted
with respect to less than the full number of shares covered by the Reference Stock Option shall not be reduced until and then only to
the extent the exercise or termination of the Reference Stock Option causes the number of shares covered by the Tandem Stock Appreciation
Right to exceed the number of shares remaining available and unexercised under the Reference Stock Option.



 






    	 	 	 



     


    

 


		(c)	Exercisability. Tandem Stock Appreciation Rights shall be exercisable only at such time or times
and to the extent that the Reference Stock Options to which they relate shall be exercisable in accordance with the provisions of Article
VI, and shall be subject to the provisions of Section 6.4(c).



 


		(d)	Method of Exercise. A Tandem Stock Appreciation Right may be exercised by the Participant by surrendering
the applicable portion of the Reference Stock Option. Upon such exercise and surrender, the Participant shall be entitled to receive an
amount determined in the manner prescribed in this Section 7.2. Stock Options which have been so surrendered, in whole or in part, shall
no longer be exercisable to the extent the related Tandem Stock Appreciation Rights have been exercised.



 


		(e)	Payment. Upon the exercise of a Tandem Stock Appreciation Right, a Participant shall be entitled
to receive up to, but no more than, a number of shares of Common Stock and/or cash (as determined by the Committee in its sole discretion)
equal in value to the excess of the Fair Market Value of one share of Common Stock over the Option exercise price per share specified
in the Reference Stock Option agreement, multiplied by the number of shares in respect of which the Tandem Stock Appreciation Right shall
have been exercised, with the Committee having the right to determine the form of payment.



 


		(f)	Deemed Exercise of Reference Stock Option. Upon the exercise of a Tandem Stock Appreciation Right,
the Reference Stock Option or part thereof to which such Stock Appreciation Right is related shall be deemed to have been exercised for
the purpose of the limitation set forth in Article IV of this Plan on the number of shares of Common Stock to be issued under this Plan.



 


		(g)	Non-Transferability. Tandem Stock Appreciation Rights shall be Transferable only when and to the
extent that the underlying Stock Option would be Transferable under Section 6.4(e) of this Plan.



 


7.3
         Non-Tandem Stock Appreciation Rights. Non-Tandem Stock Appreciation Rights
may also be granted without reference to any Stock Options granted under this Plan.


 


7.4
         Terms and Conditions of Non-Tandem Stock Appreciation Rights. Non-Tandem
Stock Appreciation Rights granted hereunder shall be subject to such terms and conditions, not inconsistent with the provisions of this
Plan, as shall be determined from time to time by the Committee in its sole discretion, and the following:


 






    	 	 	 



     


    

 


		(a)	Exercise Price. The exercise price per share of Common Stock subject to a Non-Tandem Stock Appreciation
Right shall be determined by the Committee at the time of grant, provided that the per share exercise price of a Non-Tandem Stock Appreciation
Right shall not be less than 100% of the Fair Market Value of the Common Stock at the time of grant.



 


		(b)	Term. The term of each Non-Tandem Stock Appreciation Right shall be fixed by the Committee; provided
that no Non-Tandem Stock Appreciation Right shall be exercisable more than 10 years after the date the right is granted.



 


		(c)	Exercisability. Subject to Section 4.4, Non-Tandem Stock Appreciation Rights shall be exercisable
at such time or times and subject to such terms and conditions as shall be determined by the Committee at grant. If the Committee provides,
in its discretion, that any such right is exercisable subject to certain limitations (including, without limitation, that it is exercisable
only in installments or within certain time periods), the Committee may waive such limitations on the exercisability at any time at or
after grant in whole or in part (including, without limitation, waiver of the installment exercise provisions or acceleration of the time
at which such right may be exercised), based on such factors, if any, as the Committee shall determine, in its sole discretion. Unless
otherwise determined by the Committee at grant, the Award agreement shall provide that (i) in the event the Participant engages in Detrimental
Activity prior to any exercise of the Non-Tandem Stock Appreciation Right, all Non-Tandem Stock Appreciation Rights held by the Participant
shall thereupon terminate and expire, (ii) as a condition of the exercise of a Non-Tandem Stock Appreciation Right, the Participant shall
be required to certify (or shall be deemed to have certified) at the time of exercise in a manner acceptable to the Company that the Participant
is in compliance with the terms and conditions of this Plan and that the Participant has not engaged in, and does not intend to engage
in, any Detrimental Activity, and (iii) in the event the Participant engages in Detrimental Activity during the one year period commencing
on the later of the date the Non-Tandem Stock Appreciation Right is exercised or becomes vested, the Company shall be entitled to recover
from the Participant at any time within one year after such exercise or vesting, and the Participant shall pay over to the Company, an
amount equal to any gain realized as a result of the exercise (whether at the time of exercise or thereafter).



 


		(d)	Method of Exercise. Subject to whatever installment exercise and waiting period provisions apply
under subsection (b) above, Non-Tandem Stock Appreciation Rights may be exercised in whole or in part at any time in accordance with the
applicable Award agreement, by giving written notice of exercise to the Company specifying the number of Non-Tandem Stock Appreciation
Rights to be exercised.



 






    	 	 	 



     


    

 


		(e)	Payment. Upon the exercise of a Non-Tandem Stock Appreciation Right a Participant shall be entitled
to receive, for each right exercised, up to, but no more than, a number of shares of Common Stock and/or cash (as chosen by the Committee
in its sole discretion) equal in value to the excess of the Fair Market Value of one share of Common Stock on the date the right is exercised
over the Fair Market Value of one share of Common Stock on the date the right was awarded to the Participant.



 


		(f)	Non-Transferability. No Non-Tandem Stock Appreciation Rights shall be Transferable by the Participant
otherwise than by will or by the laws of descent and distribution, and all such rights shall be exercisable, during the Participant’s
lifetime, only by the Participant.



 


		(g)	Termination. Unless otherwise provided in an Award agreement, upon Termination, Non-Tandem Stock
Appreciation Rights shall be exercised in accordance with the provisions of Section 6.3 (f) through (j) of this Plan.



 


7.5
         Limited Stock Appreciation Rights. In addition to the Stock Appreciation
Rights that may be granted in accordance with Sections 7.2 and 7.4, the Committee may also, in its sole discretion, grant Tandem and Non-Tandem
Stock Appreciation Rights as a limited stock appreciation right (a “Limited Stock Appreciation Right”). Limited Stock
Appreciation Rights may be exercised only upon the occurrence of a Change in Control or such other event as the Committee may, in its
sole discretion, designate at the time of grant or thereafter. Upon the exercise of Limited Stock Appreciation Rights, except as otherwise
provided in an Award agreement, the Participant shall receive a number of shares of Common Stock and/or cash (as chosen by the Committee
in its sole discretion) equal to the amount (a) set forth in Section 7.2(e) with respect to Tandem Stock Appreciation Rights, or
(b) set forth in Section 7.4(e) with respect to Non-Tandem Stock Appreciation Rights, as applicable.


 


7.6
         Repricing of Stock Appreciation Rights. Repricing of Stock Appreciation Rights
described in this Article VII shall not be permitted without stockholder approval (in accordance with Section 13.1). For this purpose,
a “repricing” means any of the following (or any other action that has the same effect as any of the following): (i) changing
the terms of a Stock Appreciation Right to lower its exercise price; (ii) any other action that is treated as a “repricing”
under GAAP; (iii) canceling a Stock Appreciation Right at a time when its exercise price is greater than or equal to the Fair Market Value
of the underlying Common Stock in exchange for another Award, and (iv) repurchasing for cash a Stock Appreciation Right at a time when
its exercise price is greater than or equal to the Fair Market Value of the underlying Common Stock, unless the change, other action or
cancellation, exchange or repurchase occurs in connection with an event set forth in Section 4.2. Such cancellation and exchange would
be considered a “repricing” regardless of whether it is treated as a “repricing” under GAAP and regardless of
whether it is voluntary on the part of the Participant.


 






    	 	 	 



     


    

 


ARTICLE
VIII



RESTRICTED STOCK


 


8.1
         Awards of Restricted Stock. Shares of Restricted Stock may be issued
either alone or in addition to other Awards granted under this Plan. The Committee shall, in its sole discretion, determine the Eligible
Employees, Consultants and Non-Employee Directors, to whom, and the time or times at which, grants of Restricted Stock shall be made,
the number of shares to be awarded, the price (if any) to be paid by the Participant (subject to Section 8.2), subject to Section 4.4,
the time or times within which such Awards may be subject to forfeiture and the vesting schedule and rights to acceleration thereof, and
all other terms and conditions of the Awards.


 


Unless otherwise determined
by the Committee at grant, each Award of Restricted Stock shall provide that in the event the Participant engages in Detrimental Activity
prior to, or during the one year period after, any vesting of Restricted Stock, the Committee may direct that all unvested Restricted
Stock shall be immediately forfeited to the Company and that the Participant shall pay over to the Company an amount equal to the Fair
Market Value at the time of vesting of any Restricted Stock which had vested in the period referred to above.


 


The Committee may condition
the grant or vesting of Restricted Stock upon the attainment of specified Performance Goals or such other factors as the Committee may
determine, in its sole discretion.


 


8.2
         Awards and Certificates. Eligible Employees, Consultants and Non-Employee
Directors selected to receive Restricted Stock shall not have any rights with respect to such Award, unless and until such Participant
has delivered a fully executed copy of the agreement evidencing the Award to the Company and has otherwise complied with the applicable
terms and conditions of such Award. Further, such Award shall be subject to the following conditions:


 


		(a)	Purchase Price. The purchase price of Restricted Stock shall be fixed by the Committee. Subject
to Section 4.3, the purchase price for shares of Restricted Stock may be zero to the extent permitted by applicable law, and, to the extent
not so permitted, such purchase price may not be less than par value.



 


		(b)	Acceptance. Awards of Restricted Stock must be accepted within a period of 60 days (or such other
period as the Committee may specify) after the grant date, by executing a Restricted Stock agreement and by paying whatever price (if
any) the Committee has designated thereunder.



 


		(c)	Legend. Each Participant receiving Restricted Stock shall be issued a stock certificate in respect
of such shares of Restricted Stock, unless the Committee elects to use another system, such as book entries by the transfer agent, as
evidencing ownership of shares of Restricted Stock. Such certificate shall be registered in the name of such Participant, and shall, in
addition to such legends required by applicable securities laws, bear an appropriate legend referring to the terms, conditions, and restrictions
applicable to such Award, substantially in the following form:



 






    	 	 	 



     


    

 


“The anticipation, alienation,
attachment, sale, transfer, assignment, pledge, encumbrance or charge of the shares of stock represented hereby are subject to the terms
and conditions (including forfeiture) of the P&F Industries, Inc. (the “Company”) 2021 Stock Incentive Plan (as amended
from time to time, the “Plan”) and an Agreement entered into between the registered owner and the Company dated __________.
Copies of such Plan and Agreement are on file at the principal office of the Company.”


 


		(d)	Custody. If stock certificates are issued in respect of shares of Restricted Stock, the Committee
may require that any stock certificates evidencing such shares be held in custody by the Company until the restrictions thereon shall
have lapsed, and that, as a condition of any grant of Restricted Stock, the Participant shall have delivered a duly signed stock power,
endorsed in blank, relating to the Common Stock covered by such Award.



 


8.3
         Restrictions and Conditions. The shares of Restricted Stock awarded
pursuant to this Plan shall be subject to the following restrictions and conditions:


 


		(a)	Restriction Period. (i) The Participant shall not be permitted to Transfer shares of Restricted
Stock awarded under this Plan during the period or periods set by the Committee (the “Restriction Period”) commencing
on the date of such Award, as set forth in the Restricted Stock Award agreement and such agreement shall set forth a vesting schedule
and any events which would accelerate vesting of the shares of Restricted Stock. Within these limits, based on service, attainment of
Performance Goals pursuant to Section 8.3(b) below and/or such other factors or criteria as the Committee may determine in its sole discretion,
the Committee may condition the grant or provide for the lapse of such restrictions in installments in whole or in part, or may accelerate
the vesting of all or any part of any Restricted Stock Award and/or waive the deferral limitations for all or any part of any Restricted
Stock Award.



 


		(b)	Performance Goals, Formulae or Standards. If the grant of shares of Restricted Stock or the lapse
of restrictions is based on the attainment of Performance Goals, the Committee shall, in its sole discretion, establish the Performance
Goals and the applicable vesting percentage of the Restricted Stock applicable to each Participant or class of Participants in writing
prior to the beginning of the applicable Performance Period or at such later date while the outcome of the Performance Goals are substantially
uncertain as otherwise determined by the Committee in its sole discretion. Such Performance Goals may incorporate provisions for disregarding
(or adjusting for) changes in accounting methods, corporate transactions (including, without limitation, dispositions and acquisitions)
and other similar type events or circumstances.



 






    	 	 	 



     


    

 


		(c)	Rights as a Stockholder. Except as provided in this subsection (b) and subsection (a) above and
as otherwise determined by the Committee, the Participant shall have, with respect to the shares of Restricted Stock, all of the rights
of a holder of shares of Common Stock of the Company including, without limitation, the right to receive any dividends, the right to vote
such shares and, subject to and conditioned upon the full vesting of shares of Restricted Stock, the right to tender such shares. Notwithstanding
the foregoing, dividends or other distributions on shares of Restricted Stock shall be withheld, in each case, while the Restricted Stock
is subject to restrictions and no dividends or other distributions payable thereunder shall be paid unless and until the shares of Restricted
Stock to which they relate are no longer subject to a risk of forfeiture. Dividends and other distributions that are not paid currently
shall be credited to bookkeeping accounts on the Company’s records for purposes of this Plan and, except as otherwise determined
by the Committee, shall not receive interest. Such dividends and other distributions shall be paid to the Participant in the same form
as paid on the Common Stock or, at the election of the Committee in its sole discretion, in an amount of cash equal to the value of such
dividends or other distributions, or a combination thereof, in each case, upon the lapse of the restrictions.



 


		(d)	Termination. Unless otherwise determined by the Committee at grant or, if no rights of the Participant
are reduced, thereafter, subject to the applicable provisions of the Restricted Stock Award agreement and this Plan, upon a Participant’s
Termination for any reason during the relevant Restriction Period, all Restricted Stock still subject to restriction will vest or be forfeited
in accordance with the terms and conditions established by the Committee at grant or thereafter.



 


		(e)	Lapse of Restrictions. If and when the Restriction Period expires without a prior forfeiture of
the Restricted Stock, the certificates for such shares shall be delivered to the Participant. All legends shall be removed from said certificates
at the time of delivery to the Participant, except as otherwise required by applicable law or other limitations imposed by the Committee.
Notwithstanding the foregoing, actual certificates shall not be issued to the extent that book entry recordkeeping is used.



 


ARTICLE
IX



PERFORMANCE SHARES


 


9.1
         Award of Performance Shares. Performance Shares may be awarded either
alone or in addition to other Awards granted under this Plan. The Committee shall, in its sole discretion, determine the Eligible Employees,
Consultants and Non-Employee Directors, to whom, and the time or times at which, Performance Shares shall be awarded, the number of Performance
Shares to be awarded to any person, the duration of the applicable Performance Period during which, and the conditions under which, receipt
of the Shares will be deferred, and the other terms and conditions of the Award in addition to those set forth in Section 9.2.


 






    	 	 	 



     


    

 


Unless otherwise determined
by the Committee at grant, each Award of Performance Shares shall provide that in the event the Participant engages in Detrimental Activity
prior to, or during the one year period after, any vesting of Performance Shares, the Committee may direct (at any time within one year
thereafter) that all unvested Performance Shares shall be immediately forfeited to the Company and that the Participant shall pay over
to the Company an amount equal to any gain the Participant realized from any Performance Shares which had vested in the period referred
to above.


 


Except as otherwise provided
herein, the Committee shall condition the right to payment of any Performance Share upon the attainment of specified Performance Goals
established pursuant to Section 9.2(c) below and such other factors as the Committee may determine, in its sole discretion.


 


9.2
         Terms and Conditions. Performance Shares awarded pursuant to this
Article IX shall be subject to the following terms and conditions:


 


		(a)	Earning of Performance Share Award. At the expiration of the applicable Performance Period, the
Committee shall determine the extent to which the Performance Goals established pursuant to Section 9.2(c) are achieved and the percentage
of each Performance Share Award that has been earned.



 


		(b)	Non-Transferability. Subject to the applicable provisions of the Award agreement and this Plan,
Performance Shares may not be Transferred during the Performance Period.



 


		(c)	Performance Goals, Formulae or Standards. The Committee shall, in its sole discretion, establish
the Performance Goals for the earning of Performance Shares based on a Performance Period applicable to each Participant or class of Participants
in writing prior to the beginning of the applicable Performance Period or at such later date while the outcome of the Performance Goals
are substantially uncertain as otherwise determined by the Committee in its sole discretion. Such Performance Goals may incorporate provisions
for disregarding (or adjusting for) changes in accounting methods, corporate transactions (including, without limitation, dispositions
and acquisitions) and other similar type events or circumstances.



 


		(d)	Dividends. Unless otherwise determined by the Committee at the time of grant, amounts equal to
any dividends declared during the Performance Period with respect to the number of shares of Common Stock covered by a Performance Share
will not be paid to the Participant.



 






    	 	 	 



     


    

 


		(e)	Payment. Following the Committee’s determination in accordance with subsection (a) above,
shares of Common Stock or, as determined by the Committee in its sole discretion, the cash equivalent of such shares shall be delivered
to the Eligible Employee, Consultant or Non-Employee Director, or his or her legal representative, in an amount equal to such individual’s
earned Performance Share. Notwithstanding the foregoing, the Committee may, in its sole discretion, award an amount less than the earned
Performance Share and/or subject the payment of all or part of any Performance Share to additional vesting, forfeiture and deferral conditions
as it deems appropriate.



 


		(f)	Termination. Subject to the applicable provisions of the Award agreement and this Plan, upon a
Participant’s Termination for any reason during the Performance Period for a given Award, the Performance Shares in question will
vest or be forfeited in accordance with the terms and conditions established by the Committee at grant.



 


		(g)	Accelerated Vesting. Based on service, performance and/or such other factors or criteria, if any,
as the Committee may determine, subject to Section 4.4, the Committee may, in its sole discretion, at or after grant, accelerate the vesting
of all or any part of any Performance Share Award and/or waive the deferral limitations for all or any part of such Award.



 


ARTICLE
X



PERFORMANCE UNITS


 


10.1
     Award of Performance Units. Performance Units may be awarded either alone or in addition to
other Awards granted under this Plan. The Committee shall determine the Eligible Employees, Consultants and Non-Employee Directors, to
whom, and the time or times at which, Performance Units shall be awarded, the number of Performance Units to be awarded to any person,
the duration of the period (the “Performance Cycle”) during which, and the conditions under which, a Participant’s right
to Performance Units will be vested, the ability of Participants to defer the receipt of payment of such Units, and the other terms and
conditions of the Award in addition to those set forth in Section 10.2.


 


A Performance Unit shall have
a fixed dollar value.


 


Unless otherwise determined
by the Committee at grant, each Award of Performance Units shall provide that in the event the Participant engages in Detrimental Activity
prior to, or during the one year period after, any vesting of Performance Units, the Committee may direct (at any time within one year
thereafter) that all unvested Performance Units shall be immediately forfeited to the Company and that the Participant shall pay over
to the Company an amount equal to any gain the Participant realized from any Performance Units which had vested in the period referred
to above. The foregoing provision shall cease to apply upon a Change in Control.


 






    	 	 	 



     


    

 


Except as otherwise provided
herein, the Committee shall condition the vesting of any Performance Unit upon the attainment of specified Performance Goals established
pursuant to Section 10.2(a) below and such other factors as the Committee may determine, in its sole discretion.


 


10.2
     Terms and Conditions. The Performance Units awarded pursuant to this Article X shall be subject
to the following terms and conditions:


 


		(a)	Performance Goals. The Committee shall establish the Performance Goals for the earning of Performance
Units based on a Performance Cycle applicable to each Participant or class of Participants in writing prior to the beginning of the applicable
Performance Cycle or at such later date while the outcome of the Performance Goals are substantially uncertain as otherwise determined
by the Committee in its sole discretion. Such Performance Goals may incorporate provisions for disregarding (or adjusting for) changes
in accounting methods, corporate transactions (including, without limitation, dispositions and acquisitions) and other similar type events
or circumstances.



 


		(b)	Non-Transferability. Subject to the applicable provisions of the Award agreement and this Plan,
Performance Unit Awards may not be Transferred.



 


		(c)	Vesting. At the expiration of the Performance Cycle, the Committee shall determine the extent to
which the Performance Goals have been achieved, and the percentage of the Performance Unit Award of each Participant that has vested.



 


		(d)	Payment. Subject to the applicable provisions of the Award agreement and this Plan, at the expiration
of the Performance Cycle, cash and/or share certificates of an equivalent value (as the Committee may determine in its sole discretion)
shall be delivered to the Participant, or his legal representative, in payment of the vested Performance Units covered by the Performance
Unit Award.



 


		(e)	Termination. Subject to the applicable provisions of the Award agreement and this Plan, upon a
Participant’s Termination for any reason during the Performance Cycle for a given Award, the Performance Units in question will
vest or be forfeited in accordance with the terms and conditions established by the Committee at grant.



 


		(f)	Accelerated Vesting. Based on service, performance and/or such other factors or criteria, if any,
as the Committee may determine, the Committee may, at or after grant, accelerate the vesting of all or any part of any Performance Unit
and/or waive the deferral limitations for all or any part of such Award.



 






    	 	 	 



     


    

 


ARTICLE
XI



OTHER STOCK-BASED AWARDS


 


11.1
     Other Stock-Based Awards. The Committee, in its sole discretion, is authorized to grant to
Eligible Employees, Consultants and Non-Employee Directors Other Stock-Based Awards that are payable in, valued in whole or in part by
reference to, or otherwise based on or related to shares of Common Stock, including but not limited to, shares of Common Stock awarded
purely as a bonus and not subject to any restrictions or conditions, shares of Common Stock in payment of the amounts due under an incentive,
bonus or performance plan sponsored or maintained by the Company or an Affiliate, stock equivalent units, restricted stock units, deferred
stock units, and Awards valued by reference to book value of shares of Common Stock. To the extent permitted by law, the Committee may,
in its sole discretion, permit Eligible Employees and/or Non-Employee Directors to defer all or a portion of their cash compensation in
the form of Other Stock-Based Awards granted under this Plan, subject to the terms and conditions of any deferred compensation arrangement
established by the Company, which shall be in a manner intended to comply with Section 409A of the Code. Other Stock-Based Awards may
be granted either alone or in addition to or in tandem with other Awards granted under this Plan.


 


Subject to the provisions
of this Plan, the Committee shall, in its sole discretion, have authority to determine the Eligible Employees, Consultants and Non-Employee
Directors to whom, and the time or times at which, such Awards shall be made, the number of shares of Common Stock to be awarded pursuant
to such Awards, and all other conditions of the Awards. The Committee may also provide for the grant of Common Stock under such Awards
upon the completion of a specified Performance Period.


 


The Committee may condition
the grant or vesting of Other Stock-Based Awards upon the attainment of specified Performance Goals or such other factors as the Committee
may determine, in its sole discretion. If the grant or vesting of an Other Stock-Based Award is based on the attainment of Performance
Goals, the Committee shall, in its sole discretion, establish the Performance Goals and the applicable vesting percentage of the Other
Stock-Based Award applicable to each Participant or class of Participants in writing prior to the beginning of the applicable Performance
Period or at such later date while the outcome of the Performance Goals are substantially uncertain as otherwise determined by the Committee
in its sole discretion. Such Performance Goals may incorporate provisions for disregarding (or adjusting for) changes in accounting methods,
corporate transactions (including, without limitation, dispositions and acquisitions) and other similar type events or circumstances.


 


11.2
     Terms and Conditions. Other Stock-Based Awards made pursuant to this Article XI shall be subject
to the following terms and conditions:


 


		(a)	Non-Transferability. Subject to the applicable provisions of the Award agreement and this Plan,
shares of Common Stock subject to Awards made under this Article XI may not be Transferred prior to the date on which the shares are issued,
or, if later, the date on which any applicable restriction, performance or deferral period lapses.



 






    	 	 	 



     


    

 


		(b)	Dividends. Unless otherwise determined by the Committee at the time of Award, subject to the provisions
of the Award agreement and this Plan, the recipient of an Award under this Article XI shall not be entitled to receive, currently or on
a deferred basis, dividends or dividend equivalents with respect to the number of shares of Common Stock covered by the Award.



 


		(c)	Vesting. Subject to Section 4.4, any Award under this Article XI and any Common Stock covered by
any such Award shall vest or be forfeited to the extent so provided in the Award agreement, as determined by the Committee, in its sole
discretion.



 


		(d)	Price. Common Stock issued on a bonus basis under this Article XI may be issued for no cash consideration.
Common Stock purchased pursuant to a purchase right awarded under this Article XI shall have such price as is determined by the Committee
in its sole discretion.



 


		(e)	Payment. The form of payment for the Other Stock-Based Award shall be specified in the Award agreement
and may be in shares of Common Stock, the cash equivalent of such shares or a combination.



 


ARTICLE
XII



CHANGE IN CONTROL PROVISIONS


 


12.1
     Benefits. In the event of a Change in Control of the Company, and except as otherwise provided
by the Committee in an Award agreement, a Participant’s unvested Award shall not vest and a Participant’s Award shall be treated
in accordance with one of the following methods as determined by the Committee in its sole discretion:


 


		(a)	Awards, whether or not then vested, shall be continued, assumed, have new rights substituted therefor
or be treated in accordance with Section 4.2(d) hereof, as determined by the Committee in its sole discretion, and restrictions to which
any shares of Restricted Stock or any other Award granted prior to the Change in Control are subject shall not lapse upon a Change in
Control and the Restricted Stock or other Award shall, where appropriate in the sole discretion of the Committee, receive the same distribution
as other Common Stock on such terms as determined by the Committee; provided that, the Committee may, in its sole discretion, decide to
award additional Restricted Stock or other Award in lieu of any cash distribution. Notwithstanding anything to the contrary herein, for
purposes of Incentive Stock Options, any assumed or substituted Stock Option shall comply with the requirements of Treasury Regulation
 §  1.424-1 (and any amendments thereto).



 


		(b)	The Committee, in its sole discretion, may provide for the purchase of any Awards by the Company or an
Affiliate for an amount of cash equal to the excess of the Change in Control Price (as defined below) of the shares of Common Stock covered
by such Awards, over the aggregate exercise price of such Awards. For purposes of this Section 12.1, “Change in Control Price”
shall mean the highest price per share of Common Stock paid in any transaction related to a Change in Control of the Company; provided,
however, that the Change in Control Price shall not exceed the fair market value of the Common Stock at the time of purchase as determined
in accordance Section 409A of the Code.



 






    	 	 	 



     


    

 


		(c)	The Committee may, in its sole discretion, provide for the cancellation of any Appreciation Awards without
payment, if the Change in Control Price is less than the exercise price of such Appreciation Award.



 


		(d)	Notwithstanding anything else herein, the Committee may, in its sole discretion, provide for accelerated
vesting or lapse of restrictions, of an Award at any time.



 


12.2
     Change in Control. Unless otherwise determined by the Committee in the applicable Award agreement
or other written agreement approved by the Committee, a “Change in Control” shall be deemed to occur following any transaction
if: (i) any “person” (as that term is used in Sections 13(d) and 14(d)(2) of the Exchange Act) other than a Founder (as defined
below) is or becomes the beneficial owner (as that term is used in Section 13(d) of the Exchange Act), directly or indirectly, of 50%
or more of either the outstanding shares of the Company’s Class A common stock or the combined voting power of the Company’s
then outstanding voting securities entitled to vote generally; (ii) during any period of two (2) consecutive years (the “Board
Measurement Period”), individuals who constitute the Board at the beginning of such period cease for any reason to constitute
at least a majority thereof, unless the election or the nomination for election by the Company’s stockholders of each new director
was approved by a vote of at least three-quarters (the “Required Approval”) of the directors then still in office who
were directors at the beginning of the period; provided, that with respect to any payment pursuant to a Section 409A Covered Award
that is triggered upon a Change in Control, the Board Measurement Period shall be reduced from any period of two (2) consecutive years
to any period of twelve (12) consecutive months and the Required Approval shall be reduced from at least three-quarters to at least a
majority; or (iii) the Company undergoes a liquidation or dissolution or a sale of all or substantially all of its assets; provided,
that with respect to any payment pursuant to a Section 409A Covered Award that is triggered upon a Change in Control a liquidation or
dissolution of the Company shall not constitute a Change in Control. No merger, consolidation or corporate reorganization in which the
owners of the combined voting power of the Company’s then outstanding voting securities entitled to vole generally prior to said
combination, own 50% or more of the resulting entity’s outstanding voting securities shall, by itself, be considered a Change in
Control of the Company


 


As used in this Section 12.2,
 “Founder” means Richard A. Horowitz and any of his affiliates.


 






    	 	 	 



     


    

 


ARTICLE
XIII



TERMINATION OR AMENDMENT OF PLAN


 


13.1
     Termination or Amendment. Notwithstanding any other provision of this Plan, the Board or the
Committee may at any time, and from time to time, amend, in whole or in part, any or all of the provisions of this Plan (including any
amendment deemed necessary to ensure that the Company may comply with any regulatory requirement referred to in Article XV), or suspend
or terminate it entirely, retroactively or otherwise. The Board or the Committee may also amend the terms of any Award (including any
Award agreement); provided, however, that no change in any Award previously granted under the Plan may be made without the consent of
the Participant holding such Award if such amendment would materially impair the rights of such Participant under such Award or, in the
case of Awards granted under the Plan prior to the Effective Date, if such amendment would impair the rights of such Participant to such
Award (unless otherwise provided in the applicable Award agreement). Notwithstanding the foregoing, without the approval of the holders
of the Company’s Common Stock entitled to vote in accordance with applicable law and the exchange or system on which the Company’s
securities are then listed or traded, no amendment may be made by the Board or the Committee that would:


 


		(a)	increase the aggregate number of shares of Common Stock that may be issued under this Plan pursuant to
Section 4.1 (except by operation of Section 4.2);



 


		(b)	increase the maximum individual Participant limitations for a fiscal year under Section 4.1(b) (except
by operation of Section 4.2);



 


		(c)	change the classification of individuals eligible to receive Awards under this Plan;



 


		(d)	allow for repricing (as defined in Sections 6.4(m) and 7.6, as applicable) of any Options or SARs;



 


		(e)	extend the maximum option period under Section 6.4;



 


		(f)	award any Stock Option or Stock Appreciation Right in replacement of a canceled Stock Option or Stock
Appreciation Right with a higher exercise price, except in accordance with Section 6.4(l); or



 


		(g)	require stockholder approval in order for this Plan to comply with the applicable rules of any exchange
or system on which the Company’s securities are listed or traded at the request of the Company or, to the extent applicable to Incentive
Stock Options, Section 422 of the Code.



 






    	 	 	 



     


    

 


ARTICLE
XIV



UNFUNDED PLAN


 


14.1
     Unfunded Status of Plan. This Plan is an “unfunded” plan for incentive and deferred
compensation. With respect to any payments as to which a Participant has a fixed and vested interest but that are not yet made to a Participant
by the Company, nothing contained herein shall give any such Participant any rights that are greater than those of a general unsecured
creditor of the Company.


 


ARTICLE
XV



GENERAL PROVISIONS


 


15.1
     Legend. The Committee may require each person receiving shares of Common Stock pursuant to
a Stock Option or other Award under this Plan to represent to and agree with the Company in writing that the Participant is acquiring
the shares without a view to distribution thereof. In addition to any legend required by this Plan, the certificates for such shares may
include any legend that the Committee, in its sole discretion, deems appropriate to reflect any restrictions on Transfer.


 


All certificates for shares
of Common Stock delivered under this Plan shall be subject to such stop transfer orders and other restrictions as the Committee may, in
its sole discretion, deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any
stock exchange upon which the Common Stock is then listed or any national securities exchange system upon whose system the Common Stock
is then quoted, any applicable Federal or state securities law, and any applicable corporate law, and the Committee may cause a legend
or legends to be put on any such certificates to make appropriate reference to such restrictions.


 


15.2
     Other Plans. Nothing contained in this Plan shall prevent the Board from adopting other or
additional compensation arrangements, subject to stockholder approval if such approval is required; and such arrangements may be either
generally applicable or applicable only in specific cases.


 


15.3
     No Right to Employment/Directorship/Consultancy. Neither this Plan nor the grant of any Option
or other Award hereunder shall give any Participant or other employee, Consultant or Non-Employee Director any right with respect to continuance
of employment, consultancy or directorship by the Company or any Affiliate, nor shall they be a limitation in any way on the right of
the Company or any Affiliate by which an employee is employed or a Consultant or Non-Employee Director is retained to terminate his or
her employment, consultancy or directorship at any time.


 


15.4
     Withholding of Taxes. The Company shall have the right to deduct from any payment to be made
pursuant to this Plan, or to otherwise require, prior to the issuance or delivery of any shares of Common Stock or the payment of any
cash hereunder, payment by the Participant of, any Federal, state or local taxes required by law to be withheld in an amount at least
equal to the statutory minimum amount of taxes required to be withheld; provided, however, solely to the extent permitted by the Company,
at the Participant’s election, the Participant may request the Company withhold additional amounts up to the Participant’s
maximum individual rate in each relevant jurisdiction applicable to the Participant at the time of such withholding. Upon the vesting
of Restricted Stock (or other Award that is taxable upon vesting), or upon making an election under Section 83(b) of the Code, a Participant
shall pay all required withholding to the Company. Any statutorily required withholding obligation with regard to any Participant may
be satisfied, subject to the consent of the Committee, by reducing the number of shares of Common Stock otherwise deliverable or by delivering
shares of Common Stock already owned. Any fraction of a share of Common Stock required to satisfy such tax obligations shall be disregarded
and the amount due shall be paid instead in cash by the Participant.


 






    	 	 	 



     


    

 


15.5
     No Assignment of Benefits. No Award or other benefit payable under this Plan shall, except
as otherwise specifically provided by law or permitted by the Committee, be Transferable in any manner, and any attempt to Transfer any
such benefit shall be void, and any such benefit shall not in any manner be liable for or subject to the debts, contracts, liabilities,
engagements or torts of any person who shall be entitled to such benefit, nor shall it be subject to attachment or legal process for or
against such person.


 


15.6
     Listing and Other Conditions.


 


		(a)	Unless otherwise determined by the Committee, as long as the Common Stock is listed on a national securities
exchange or system sponsored by a national securities association, the issuance of any shares of Common Stock pursuant to an Award shall
be conditioned upon such shares being listed on such exchange or system. The Company shall have no obligation to issue such shares unless
and until such shares are so listed, and the right to exercise any Option or other Award with respect to such shares shall be suspended
until such listing has been effected.



 


		(b)	If at any time counsel to the Company shall be of the opinion that any sale or delivery of shares of Common
Stock pursuant to an Option or other Award is or may in the circumstances be unlawful or result in the imposition of excise taxes on the
Company under the statutes, rules or regulations of any applicable jurisdiction, the Company shall have no obligation to make such sale
or delivery, or to make any application or to effect or to maintain any qualification or registration under the Securities Act or otherwise,
with respect to shares of Common Stock or Awards, and the right to exercise any Option or other Award shall be suspended until, in the
opinion of said counsel, such sale or delivery shall be lawful or will not result in the imposition of excise taxes on the Company.



 


		(c)	Upon termination of any period of suspension under this Section 15.6, any Award affected by such suspension
which shall not then have expired or terminated shall be reinstated as to all shares available before such suspension and as to shares
which would otherwise have become available during the period of such suspension, but no such suspension shall extend the term of any
Award.



 






    	 	 	 



     


    

 


		(d)	A Participant shall be required to supply the Company with any certificates, representations and information
that the Company requests and otherwise cooperate with the Company in obtaining any listing, registration, qualification, exemption, consent
or approval the Company deems necessary or appropriate.



 


		(e)	The Company shall not be obligated to issue any shares of Common Stock to a Participant if, in the opinion
of counsel to the Company, the issuance of such Common Stock will constitute a violation by the Participant or the Company of any provisions
of any rule or regulation of any governmental authority or any national securities exchange.



 


15.7
     Governing Law. This Plan and actions taken in connection herewith shall be governed and construed
in accordance with the laws of the State of Delaware (regardless of the law that might otherwise govern under applicable Delaware principles
of conflict of laws).


 


15.8
     Construction. Wherever any words are used in this Plan in the masculine gender they shall
be construed as though they were also used in the feminine gender in all cases where they would so apply, and wherever any words are used
herein in the singular form they shall be construed as though they were also used in the plural form in all cases where they would so
apply.


 


15.9
     Other Benefits. No Award granted or paid out under this Plan shall be deemed compensation
for purposes of computing benefits under any retirement plan of the Company or its Affiliates nor affect any benefits under any other
benefit plan now or subsequently in effect under which the availability or amount of benefits is related to the level of compensation.


 


15.10
Costs. The Company shall bear all expenses associated with administering this Plan, including expenses of issuing
Common Stock pursuant to any Awards hereunder.


 


15.11
No Right to Same Benefits. The provisions of Awards need not be the same with respect to each Participant, and
such Awards to individual Participants need not be the same in subsequent years.


 


15.12
Death/Disability. The Committee may in its sole discretion require the transferee of a Participant to supply
it with written notice of the Participant’s death or Disability and to supply it with a copy of the will (in the case of the Participant’s
death) or such other evidence as the Committee deems necessary to establish the validity of the transfer of an Award. The Committee may,
in its discretion, also require that the agreement of the transferee to be bound by all of the terms and conditions of this Plan.


 


15.13
Section 16(b) of the Exchange Act. All elections and transactions under this Plan by persons subject to Section
16 of the Exchange Act involving shares of Common Stock are intended to comply with any applicable exemptive condition under Rule 16b-3.
The Committee may, in its sole discretion, establish and adopt written administrative guidelines, designed to facilitate compliance with
Section 16(b) of the Exchange Act, as it may deem necessary or proper for the administration and operation of this Plan and the transaction
of business thereunder.


 






    	 	 	 



     


    

 


15.14
Section 409A of the Code. Although the Company does not guarantee to a Participant the particular tax treatment
of an Award granted under the Plan, Awards made under the Plan are intended to comply with, or be exempt from, the applicable requirements
of Section 409A of the Code and the Plan and any Award agreement hereunder shall be limited, construed and interpreted in accordance with
such intent. To the extent that any Award granted under the Plan constitutes “non-qualified deferred compensation” pursuant
to Section 409A of the Code (a “Section 409A Covered Award”), it shall be paid in a manner that will comply with Section
409A of the Code. In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed
on a Participant by Code Section 409A or any damages for failing to comply with Code Section 409A or this Section 15.14. Notwithstanding
anything in the Plan or in an Award to the contrary, the following provisions shall apply to Section 409A Covered Awards:


 


		(a)	A termination of employment shall not be deemed to have occurred for purposes of any provision of a Section
409A Covered Award providing for payment upon or following a termination of the Participant’s employment unless such termination
is also a “Separation from Service” within the meaning of Code Section 409A and, for purposes of any such provision of Section
409A Covered Award, references to a “termination,” “termination of employment” or like terms shall mean Separation
from Service. Notwithstanding any provision to the contrary in the Plan or the Award, if the Participant is deemed on the date of the
Participant’s Termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B)
and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code
Section 409A, then with regard to any such payment under a Section 409A Covered Award, to the extent required to be delayed in compliance
with Code Section 409A(a)(2)(B), such payment shall not be made prior to the earlier of (i) the expiration of the six (6)-month period
measured from the date of the Participant’s Separation from Service, and (ii) the date of the Participant’s death (the “Delay
Period”). All payments delayed pursuant to this Section 15.14(a) shall be paid to the Participant on the first day of the seventh
month following the date of the Participant’s Separation from Service or, if earlier, on the date of the Participant’s death.



 


		(b)	Whenever a payment under a Section 409A Covered Award specifies a payment period with reference to a number
of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.



 


		(c)	If under the Section 409A Covered Award an amount is to be paid in two or more installments, for purposes
of Code Section 409A, each installment shall be treated as a separate payment.



 






    	 	 	 



     


    

 


15.15
Successor and Assigns. This Plan shall be binding on all successors and permitted assigns of a Participant, including,
without limitation, the estate of such Participant and the executor, administrator or trustee of such estate.


 


15.16
Severability of Provisions. If any provision of this Plan shall be held invalid or unenforceable, such invalidity
or unenforceability shall not affect any other provisions hereof, and this Plan shall be construed and enforced as if such provisions
had not been included.


 


15.17
Payments to Minors, Etc. Any benefit payable to or for the benefit of a minor, an incompetent person or other
person incapable of receipt thereof shall be deemed paid when paid to such person’s guardian or to the party providing or reasonably
appearing to provide for the care of such person, and such payment shall fully discharge the Committee, the Board, the Company, its Affiliates
and their employees, agents and representatives with respect thereto.


 


15.18
Headings and Captions. The headings and captions herein are provided for reference and convenience only, shall
not be considered part of this Plan, and shall not be employed in the construction of this Plan.


 


15.19
Recoupment. All Awards granted or other compensation paid by the Company under this Plan, including any shares
of Common Stock issued under any Award hereunder, will be subject to any compensation recapture policies established by the Board or the
Committee from time to time, including, among other things, recoupment of performance-based awards in the event the Committee makes a
determination of misconduct or fraud by the holder of such Award resulting in the a required restatement of the Company’s Financial
Statements, as applicable in their respective sole discretion.


 


15.20
Reformation. If any provision regarding Detrimental Activity or any other provision set forth in the Plan or
an Award agreement is found by any court of competent jurisdiction or arbitrator to be invalid, void or unenforceable or to be excessively
broad as to duration, activity, geographic application or subject, such provision or provisions shall be construed, by limiting or reducing
them to the extent legally permitted, so as to be enforceable to the maximum extent compatible with then applicable law.


 


ARTICLE
XVI



EFFECTIVE DATE OF PLAN


 


The Plan was originally adopted
by the Board on April 20, 2012, as the P&F Industries, Inc. 2012 Stock Incentive Plan (the “2012 Plan”),
subject to the approval of the 2012 Plan by the stockholders of the Company (which was obtained at the 2012 annual stockholders’
meeting), in accordance with the requirements of the laws of the State of Delaware. This amendment and restatement of the 2012 Plan was
approved by the Board in the form set forth herein on April 22, 2021, to be effective on May 26, 2021 (the “Effective Date”),
the date of the Company’s 2021 annual stockholders’ meeting (the “2021 Annual Meeting”), subject
to stockholder approval of the Plan at the 2021 Annual Meeting in accordance with the requirements of the laws of the State of Delaware.


 






    	 	 	 



     


    

 


ARTICLE
XVII



TERM OF PLAN


 


No Award shall be granted
pursuant to this Plan on or after April 22, 2031, but Awards granted prior to such date may extend beyond that date and will continue
to be subject to the terms of the Plan and any applicable Award agreement.


 


ARTICLE
XVIII



NAME OF PLAN


 


This Plan shall be known as
the “P&F Industries, Inc. 2021 Stock Incentive Plan.”