Exhibit 10.1


 


EXECUTION VERSION


 


EXECUTIVE EMPLOYMENT
AGREEMENT (this “Agreement”), dated as of January 1, 2018 (the “Effective Date”), between
P&F INDUSTRIES, INC., a Delaware corporation (the “Company”), and JOSEPH A. MOLINO, JR. (the
“Executive”).


 


WITNESSETH


 


WHEREAS, the
Executive and the Company were parties to that certain Executive Employment Agreement, dated as of January 1, 2015 (the “Prior
Agreement”), that expired by its terms on December 31, 2017; and


 


WHEREAS, the
Company and the Executive desire to set forth the terms and conditions of the Executive’s continued employment with the Company
as its Vice President, Chief Operating Officer, Chief Financial Officer, Secretary and Treasurer commencing as of the Effective
Date.


 


NOW THEREFORE,
in consideration of the foregoing, the mutual promises contained herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:


 


1.            POSITION/DUTIES.


 


(a)           During
the Employment Term (as hereinafter defined), the Executive shall serve as the Vice President, Chief Operating Officer and Chief
Financial Officer of the Company; provided, that prior to a Change in Control (as defined in Section 8(b)), the Company may in
its sole discretion remove any or all of the Executive’s titles (and the related responsibilities) other than Chief Operating
Officer. In this capacity, the Executive shall have such duties, authorities and responsibilities commensurate with the duties,
authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities
and responsibilities as the Chief Executive Officer of the Company (the “CEO”) shall designate that are consistent
with the Executive’s positions. The Executive shall report to the CEO.


 


(b)          During
the Employment Term, the Executive shall devote all of his business time, energy and skill and his best efforts to the performance
of his duties with the Company; provided, however, that the foregoing shall not prevent the Executive from (i) serving on the board
of directors of non-profit organizations and, with the prior written approval of the Board of Directors of the Company (the “Board”),
other companies, (ii) participating in charitable, civic, educational, professional, community or industry affairs or (iii) managing
his and his family’s passive personal investments so long as such activities in the aggregate do not materially interfere
or conflict with the performance of his duties hereunder or create a potential business conflict.


 


2.             EMPLOYMENT
TERM. The Executive’s term of employment under this Agreement (the “Employment Term”) shall be for
a term commencing on the Effective Date and, unless terminated earlier as provided in Section 6, ending on December 31, 2020 (the
“Expiration Date”).


 




    
 


     


    

 


3.            BASE
SALARY. The Company agrees to pay the Executive a base salary at an annual rate of not less than $400,000, payable in accordance
with the regular payroll practices of the Company. The Executive’s base salary shall be subject to annual review by the Board
(or a committee thereof) and may be increased, but not decreased, from time to time by the Board (or such committee). The base
salary as determined herein from time to time shall constitute “Base Salary” for purposes of this Agreement.


 


4.            BONUS.
During the Employment Term, the Executive shall be eligible for an annual incentive payment (each an “Annual Bonus”)
under the Company’s Executive Bonus Plan, as amended or as may be amended from time to time, or any successor annual bonus
plan (the “Bonus Plan”). Subject to the next sentence, the Executive’s target bonus under the Bonus Plan
shall be thirty five percent (35%) of the Executive’s Base Salary for the applicable fiscal year (the “Target Bonus”)
and his maximum bonus, based on exceeding performance targets as established by the Compensation Committee, shall be fifty eight
(58%) of the Executive’s Base Salary for the applicable fiscal year. Any Annual Bonus shall be paid in accordance the terms
and conditions of the Bonus Plan. The Compensation Committee shall set the performance goals at each level of the Bonuses (and
any other levels) in its sole discretion. The Bonus levels may be subject to an individual performance factor element and/or a
discretionary portion as a condition of receiving or as a reduction of achievement of the specified performance goals at a bonus
level. In addition, the Executive agrees that any Bonus amounts received based on levels of achievement of performance goals shall
be subject to repayment at the discretion of the Compensation Committee in the event, and to the extent, that the financial statements
on which they are based are restated and the bonus amount would have been less if the restated numbers had been applied.


 


5.            EMPLOYEE
BENEFITS.


 


(a)          Benefit
Plans. The Executive shall be entitled to participate in any employee benefit plan that the Company has adopted or may adopt,
maintain or contribute to for the benefit generally of its senior executives at a level commensurate with his position, subject
to satisfying the applicable eligibility requirements. Notwithstanding the foregoing, the Company may modify or terminate any employee
benefit plan at any time.


 


(b)          Vacations.
The Executive shall be entitled to an annual paid vacation of five (5) weeks per calendar year (as prorated for partial years)
in accordance with the Company’s policy on accrual and use applicable to senior executives.


 


(c)          Business
and Entertainment Expenses. Upon presentation of appropriate documentation, the Executive shall be reimbursed in accordance
with the Company’s expense reimbursement policy for all reasonable and necessary business and entertainment expenses incurred
in connection with the performance of his duties hereunder.


 


(d)          Automobile.
During the Employment Term, the Company will provide the Executive, at the Company’s expense, with a current model automobile
similar to the automobile currently furnished to the Executive. In addition, upon submission of appropriate documentation, the
Company shall pay or reimburse the Executive for the cost of insurance, maintenance and gas incurred for business purposes and
other business related operating expenses incurred for such automobile during the Employment Term. The Executive shall be entitled
to request a new automobile at the end of the three (3) year period commencing on the date he was provided with his current automobile.


 




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(e)           Equity
Awards. The Executive shall be eligible for, and receive, equity awards as determined by the Compensation Committee in its
sole discretion. All such awards (and existing outstanding awards) shall be subject to the terms of the equity plans under which
they are granted and the applicable award agreements, including provisions as to vesting, impact of termination of employment,
exercise periods and adjustment and treatment of such awards in the event of corporate restructuring or transactional events.


 


6.            TERMINATION.
The Executive’s employment with the Company and the Employment Term shall terminate prior to the Expiration Date on the first
of the following to occur prior to the Expiration Date:


 


(a)          Disability.
Upon 30 days’ prior written notice by the Company to the Executive of termination due to Disability if the Executive does
not return to full-time continuous employment with the Company within such 30 days. For purposes of this Agreement, “Disability”
shall be defined as the Executive’s becoming physically or mentally disabled, whether totally or partially, so that he has
been unable to perform his material duties hereunder for a period of 180 days (including weekends and holidays) during any 365-day
period.


 


(b)          Death.
Automatically on the date of death of the Executive.


 


(c)          Cause.
Upon the Company’s termination of the Executive’s employment hereunder for Cause which shall be effective immediately
upon written notice by the Company to the Executive of a termination for Cause. “Cause” shall mean the Executive’s:


 


(i)         refusal
or willful failure to attempt in good faith to perform his duties for the Company (other than as a result of physical or mental
incapacity);


 


(ii)        gross
negligence or willful misconduct with regard to the Company, its assets or employees of a material nature or any fraud, theft
or material dishonesty with regard to the Company or in the performance of his duties for the Company;


 


(iii)       willful
misconduct which in the good faith judgment of the CEO or the Board has or may materially damage the Company economically or reputation
wise;


 


(iv)       commission
of any felony or any other crime involving fraud, dishonesty, securities law violations or moral turpitude, provided that any conviction
for, or pleading guilty or nolo contendere to, any such felony or other crime shall conclusively be deemed acknowledgement by the
Executive of commission thereof;


 


(v)        failure
to attempt in good faith to follow the direction of the CEO or the Board, which is not cured within five (5) days of written notice
thereof; or


 




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(vi)       material
breach of a material term of this Agreement or any other material agreement with the Company that is not cured within 15 days of
the giving of written notice thereof.


 


(d)          Without
Cause. Upon written notice by the Company to the Executive of an involuntary termination without Cause, other than for death
or Disability.


 


(e)           Good
Reason. Upon written notice by the Executive to the Company of a termination for Good Reason upon or within two years following
a Change in Control, provided that such notice is given within 60 days of the Good Reason event. “Good Reason”
shall mean the occurrence of any of the following events, without the express written consent of the Executive, unless such events
are cured by the Company within 30 days following written notification by the Executive to the Company that he intends to terminate
his employment hereunder for one of the reasons set forth below:


 


(i)     
  any reduction or diminution in the Executive’s title as in effect immediately prior to the Change in
Control;


 


(ii)        any
material reduction or diminution in the Executive’s then authorities, duties, or responsibilities with the Company;


 


(iii)        a
material reduction in the Executive’s Base Salary or benefits, in either case as in effect immediately prior to the Change
in Control (but not including any reduction related to a broader compensation reduction by the Company that is not limited to any
particular employee or executive);


 


(iv)       a
relocation of the Executive’s principal business location to an area outside of a 35 mile radius of both the Executive’s
principal business location and the Executive’s principal residence at the time of such relocation; or


 


(v)  
     a material breach of this Agreement by the Company.


 


Notwithstanding the foregoing,
the Executive agrees that, during any period of incapacity, the Company may appoint or temporarily assign his duties to another
or others without such action resulting in Good Reason.


 


(f)          Without
Good Reason. Upon 60 days’ prior written notice by the Executive to the Company of the Executive’s voluntary termination
of employment without Good Reason (which the Company may, in its sole discretion, make effective earlier than any notice date).


 




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7.            CONSEQUENCES
OF TERMINATION.


 


(a)           Disability.
In the event the Executive’s employment is terminated due to Disability upon or prior to the Expiration Date, the Company
shall pay or provide the Executive (i) any unpaid Base Salary through the date of termination paid in accordance with the Company’s
normal payroll policies as if the Executive were an employee, (ii) any Annual Bonus earned but unpaid with respect to the fiscal
year ending on or preceding the date of termination, paid when such Annual Bonus would have ordinarily been paid in accordance
with the Bonus Plan (the “Prior Year Bonus”), (iii) reimbursement for any unreimbursed expenses through the date of
termination incurred and paid in accordance with the Company’s normal reimbursement procedures, (iv) any other amounts and
benefits the Executive is entitled to receive under any employee benefit plan in accordance with the terms of the applicable plan
(collectively items (i) through (iv) shall be hereafter referred to as the “Accrued Amounts”), (v) a pro-rata
portion of the Executive’s Annual Bonus for the fiscal year in which the Executive’s termination occurs based on actual
results for the fiscal year (determined by multiplying the amount of such bonus which would be due for the full fiscal year by
a fraction, the numerator of which is the number of days during the fiscal year of termination that the Executive is employed by
the Company and the denominator of which is 365), paid when such Annual Bonus would have ordinarily been paid in accordance with
the Bonus Plan (the “Pro Rata Bonus”); and (vi) subject to Section 25(b) hereof and solely to the extent the
Executive does not otherwise receive such coverage under any other medical benefits available to the Executive as a result of his
Disability, if the Executive timely elects continuation coverage (“COBRA Coverage”) under the Consolidated Omnibus
Budget Reconciliation Act of 1985, as amended (“COBRA”) for continuation of coverage under the Company’s
group health insurance plans in which the Executive participated immediately prior to the date of termination (the “Health
Plans”), the Company shall pay to the Executive monthly an amount equal to the difference of the Executive’s premium
costs for such COBRA Coverage for the Executive and the Executive’s dependents minus the active employee rate under the Health
Plans (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars) until the
earliest of (x) one (1) year after the date of termination, (y) the Executive’s ceasing to have a physical or mental disability
that would have prevented him from performing his material duties hereunder and (z) the Executive and the Executive’s dependents
otherwise ceasing to be eligible for COBRA Coverage (the “Disability COBRA Payments”); provided, that unless
subject to further delay as set forth in Section 23(b), the first payment of the Disability COBRA Payments will made on the sixtieth
(60th) day after the date of termination and will include payment of any amounts that would otherwise be due prior thereto. Following
a termination due to Disability all equity awards granted to the Executive prior to the Effective Date shall be governed in accordance
with the terms of the applicable grant agreements.


 


(b)          Death.
In the event the Executive’s employment is terminated due to the Executive’s death upon or prior to the Expiration
Date, the Company shall pay or provide to the Executive’s estate (i) the Accrued Amounts, (ii) the Pro Rata Bonus; and (iii)
subject to the Executive’s dependents timely election of COBRA Coverage under the Health Plans, the Company shall pay to
the Executive’s dependents monthly an amount equal to difference of the premium costs for such COBRA Coverage for the Executive’s
dependents minus the active employee rate under the Health Plans (excluding, for purposes of calculating cost, an employee’s
ability to pay premiums with pre-tax dollars) until the earlier of (i) one (1) year after the date of the Executive’s death
and (ii) the Executive’s dependents ceasing to be eligible for COBRA Coverage. Following a termination due to the Executive’s
death all equity awards granted to the Executive prior to the Effective Date shall be governed in accordance with the terms of
the applicable grant agreements.


 




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(c)          Termination
For Cause Or Voluntary Termination. In the event the Executive’s employment is terminated upon or prior to the Expiration
Date (i) by the Company for Cause, or (ii) subject to Section 4(a), by the Executive for any reason, the Company shall pay or provide
to the Executive the Accrued Amounts other than the Prior Year Bonus. Following any such termination all equity awards granted
to the Executive shall be governed in accordance with the terms of the applicable grant agreements.


 


(d)          Termination
Without Cause. In the event the Executive’s employment is terminated by the Company other than for Cause upon or prior
to the Expiration Date, and Section 8(a) does not apply, the Company shall pay or provide to the Executive (i) the Accrued Amounts;
and (ii) subject to Section 9:


 


(A)       subject
to Section 25(b), continued payments of Base Salary for 12 months following the date of termination (the “Severance Payment”)
paid in accordance with the Company’s normal payroll policies as if the Executive were an employee (but off employee payroll);
provided, that unless subject to further delay as set forth in Section 25(b), the first payment of the Severance Payment will made
on the sixtieth (60th) day after the date of termination and will include payment of any amounts that would otherwise
be due prior thereto; and


 


(B)       the
Pro Rata Bonus.


 


(C)       subject
to Section 25(b) hereof, if the Executive timely elects COBRA Coverage under the Health Plans, the Company shall pay to the Executive
monthly an amount equal to the difference of the Executive’s premium costs for such COBRA Coverage for the Executive and
the Executive’s dependents minus the active employee rate under the Health Plans (excluding, for purposes of calculating
cost, an employee’s ability to pay premiums with pre-tax dollars) being paid by the Executive at the time of termination
of employment, if any, until the earliest of (I) eighteen (18) months from the date of termination, (II) the Executive becoming
eligible for medical benefits from a subsequent employer, or (III) the Executive and the Executive’s dependents otherwise
ceasing to be eligible for COBRA Coverage (the “Termination COBRA Payments”); provided, that unless subject to further
delay as set forth in Section 25(b), the first payment of the Termination COBRA Payments will made on the sixtieth (60th) day after
the date of termination and will include payment of any amounts that would otherwise be due prior thereto.


 


Following any such termination
all equity awards granted to the Executive shall be governed in accordance with the terms of the applicable grant agreements. Payments
and benefits provided in this Section 7(d) shall be in lieu of any termination or severance payments or benefits for which the
Executive may be eligible under any of the plans, policies or programs of the Company.


 


8.            CHANGE
IN CONTROL.


 


(a)           Notwithstanding
anything herein to the contrary, subject to Section 8(c), in the event a Change in Control occurs prior to the Expiration Date
and the Executive’s employment is terminated by the Company without Cause or the Executive resigns for Good Reason within
two (2) years following such Change in Control, then in lieu of the amounts and benefits under Section 7(d) in the event of a termination
by the Company without Cause, the Company shall pay or provide to the Executive (i) the Accrued Amounts; and (ii) subject to Section
9:


 




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(A)      subject
to Section 25(b), payment in an amount equal to 12 months Base Salary, such payment to be made
as follows: (x) if the Change in Control is not as a result of an event that constitutes a “change in control event”
(a “409A Change in Control”) within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”), and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”),
then such payment shall be paid to the Executive in equal installments for 12 months following the date of termination in
accordance with the Company’s normal payroll policies as if the Executive were an employee (but off employee payroll); provided,
that unless subject to further delay as set forth in Section 25(b), the first payment of such payment will made on the sixtieth
(60th) day after the date of termination and will include payment of any amounts that would otherwise be due prior thereto,
and (y) if the Change in Control does result from an event that constitutes a 409A Change in Control, then the full amount of such
payment shall be paid to the Executive in a lump sum on the 60th day after the date of termination;


 


(B)       the
Pro Rata Bonus;


 


(C)       subject
to Section 22(b), a lump sum amount equal to the Executive’s target annual bonus for the fiscal year in which the Executive’s
termination occurs, such payment to be made as follows: (x) if the Change in Control is not a 409A Change in Control, then such
payment shall be paid to the Executive on the later of the date such annual bonus would have ordinarily been paid in accordance
with its terms and the sixtieth (60th) day after the date of termination, and (y) if the Change in Control does result
from an event that constitutes a 409A Change in Control, then on the 60th day after the date of termination; and


 


(D)       subject
to Section 25(b), if the Executive timely elects COBRA Coverage for continuation of coverage under the Health Plans, the Company
shall pay to the Executive monthly an amount equal to the difference of the Executive’s premium costs for such COBRA Coverage
for the Executive and the Executive’s dependents minus the active employee rate under the Health Plans (excluding, for purposes
of calculating cost, an employee’s ability to pay premiums with pre-tax dollars) at the time of termination of employment
until the earliest of (I) 12 months from the date of termination, (II) the Executive becoming eligible for medical benefits from
a subsequent employer, or (III) the Executive and the Executive’s dependents otherwise ceasing to be eligible for COBRA Coverage
(the “COBRA Payments”); provided, that unless subject to further delay as set forth in Section 25(b), the first
payment of the COBRA Payments will made on the sixtieth (60th) day after the date of termination and will include payment of any
amounts that would otherwise be due prior thereto.


 


Following any such termination all equity
awards granted to the Executive shall be governed in accordance with the terms of the applicable grant agreements.


 




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(b)          For
purposes of this Agreement, “Change in Control” will mean the occurrence of one of the following events:


 


(i)        any
“person” (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes, after the Effective Date, a “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing
50% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of
the Board (the “Company Voting Securities”); provided, however, that an event described in this subsection (i)
shall not be deemed to be a Change in Control if any of following becomes such a beneficial owner:


 


(A)       the
Company or any majority-owned subsidiary (provided, that this exclusion applies solely to the ownership levels of the Company or
the majority-owned subsidiary),


 


(B)       any
tax-qualified, broad-based employee benefit plan sponsored or maintained by the Company or any majority-owned subsidiary,


 


(C)       any
underwriter temporarily holding securities pursuant to an offering of such securities, or


 


(D)       any
person pursuant to a Non-Qualifying Transaction (as defined below);


 


(ii)   
    individuals who, on the Effective Date, constitute the Board (the “Incumbent
Directors”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming
a director subsequent to the Effective Date whose election or nomination for election was approved by a vote of at least
two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of
the Company in which such person is named as a nominee for director, without objection to such nomination) shall be an
Incumbent Director.


 


(iii)       the
consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company
or any of its Subsidiaries that requires the approval of the Company’s stockholders, whether for such transaction or the
issuance of securities in the transaction (a “Business Combination”), unless immediately following such Business
Combination:


 


(A)       50%
or more of the total voting power of:


 


(x)       the
corporation resulting from such Business Combination (the “Surviving Corporation”), or


 


(y)       if
applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of 100% of the voting securities
eligible to elect directors of the Surviving Corporation (the “Parent Corporation”), is represented
by Company Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented
by shares into which such Company Voting Securities were converted pursuant to such Business Combination), and such voting power
among the holders thereof is in substantially the same proportion as the voting power of such Company Voting Securities among the
holders thereof immediately prior to the Business Combination;


 




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(B)  
    no person (other than any employee benefit plan (or related trust) sponsored or maintained by
the Surviving Corporation or the Parent Corporation), is or becomes the beneficial owner, directly or indirectly, of 50% or
more of the total voting power of the outstanding voting securities eligible to elect directors of the Parent Corporation
(or, if there is no Parent Corporation, the Surviving Corporation); and


 


(C)       at
least a majority of the members of the board of directors of the Parent Corporation (or if there is no Parent Corporation, the
Surviving Corporation) following the consummation of the Business Combination were Incumbent Directors at the time of the Board’s
approval of the execution of the initial agreement providing for such Business Combination


 


(any Business Combination which
satisfies all of the criteria specified in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying Transaction”);
or


 


(iv)      consummation
of the sale of all or substantially all of the Company’s assets or stockholder approval of a liquidation or dissolution of
the Company, unless the voting common equity interests of the acquirer of such assets or an ongoing entity (other than a liquidating
trust), as the case may be, based on total voting power, are at least more than 50% beneficially owned, directly or indirectly,
by the Company’s shareholders in substantially the same proportions as such shareholders owned the Company’s outstanding
voting common equity interests immediately prior to such sale or liquidation and, if a plan of liquidation or dissolution, such
ongoing entity assumes all existing obligations of the Company under this plan.


 


Notwithstanding the foregoing,
a Change in Control of the Company shall not be deemed to occur solely because any person acquires beneficial ownership of more
than 50% of the Company Voting Securities, based on total voting power, as a result of the acquisition of Company Voting Securities
by the Company which reduces the number of Company Voting Securities outstanding; provided, that, if after such acquisition by
the Company such person becomes the beneficial owner of Company Voting Securities that increases the percentage of outstanding
Company Voting Securities beneficially owned by such person, a Change in Control of the Company shall then occur.


 




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(c)           Notwithstanding
anything else herein, if any payment or benefit, within the meaning of Section 280G(b)(2) of the Code, to the Executive or for
Executive’s benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise
in connection with, or arising out of, Executive’s employment with the Company or a change in ownership or effective control
of the Company or of a substantial portion of its assets, would be subject to the excise tax imposed by Section 4999 of the Code
or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any
such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), the amounts and
benefits provided under this Agreement or otherwise that are subject to Section 280G of the Code as a result of the transaction
will be automatically reduced to an amount that equals the product of 2.99 multiplied by the Executive’s “base amount”
(as determined in accordance with Sections 280G and 4999 of the Code by the Company’s certified public accountants unless
the Company and the Executive mutually agree to the appointment of an independent certified public accounting firm), such that
the Executive will not be subject to the Excise Tax. Unless otherwise elected by the Executive, to the extent permitted under Code
Section 409A, such reduction shall first be applied to any severance payments payable to the Executive under this Agreement in
reverse order of receipt, then to the vesting on any equity, with underwater stock options first net withholding, and thereafter
any in-the-money stock options starting from the stock options with smallest spread between fair market value and exercise price,
and thereafter any restricted stock or restricted stock units.


 


9.            RELEASE.
Any and all amounts payable and benefits or additional rights provided pursuant to Sections 7(d)(ii) or 8(a)(ii) shall only be
payable or provided if the Executive executes and delivers to the Company a general release of all claims against the Company substantially
and materially in the form attached to the Agreement as Appendix A (the “Release”) (with such changes
as the Company may request to support the legality and effectiveness of the Release). The Company shall provide the Executive with
a copy of the Release within seven (7) days following the Executive’s date of termination and the Executive will be required
to provide the Company with an executed copy of the Release that has become effective within
sixty (60) days following the Executive’s date of termination.


 


10.          RESTRICTIVE
COVENANTS.


 


(a)          Confidentiality.
The Executive agrees that he shall not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to
any person, other than in the reasonable good faith performance of his duties and for the benefit of the Company, either during
the period of the Executive’s employment or at any time thereafter, any nonpublic, proprietary or confidential information,
knowledge or data relating to the Company, any of its subsidiaries, affiliated companies or businesses, which shall have been obtained
by the Executive during the Executive’s employment by the Company. The foregoing shall not apply to information that (i)
was known to the public prior to its disclosure to the Executive; (ii) becomes generally known to the public subsequent to disclosure
to the Executive through no wrongful act of the Executive or any representative of the Executive; or (iii) the Executive is required
to disclose by applicable law, regulation or legal process (provided that the Executive provides the Company with prior notice
of the contemplated disclosure and reasonably cooperates with the Company at its expense in seeking a protective order or other
appropriate protection of such information).


 


(b)           Nonsolicitation.
During the Executive’s employment with the Company and for the 12 month period thereafter, the Executive agrees that he will
not, except in the furtherance of his duties hereunder, directly or indirectly, individually or on behalf of any other person,
firm, corporation or other entity, (i) solicit or hire any employees, representatives or agents of the Company (or any of its affiliates)
or (ii) solicit any of the Company’s customers.


 




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(c)          Noncompetition.
The Executive acknowledges that he performs services of a unique nature for the Company that are irreplaceable, and that his performance
of such services to a competing business will result in irreparable harm to the Company. Accordingly, during the Executive’s
employment hereunder and for the 12 month period thereafter, the Executive agrees that the Executive will not, (i) enter the employ
of (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation), or render any
services to, any person, firm, corporation or other entity, in whatever form, engaged or actively planning to be engaged in any
Competitive Business, (ii) directly or indirectly, own, manage, operate, control or otherwise engage in such a Competitive Business
for his own account, or (iii) directly or indirectly, become interested in a Competitive Business as an individual, partner, shareholder,
director, officer, principal, agent, trustee or in any other relationship or capacity. “Competitive Business”
will mean, as of any date, any business competitive with any business then being conducted by the Company and operating in some
or all of the same geographic areas; provided that, upon the termination of the Executive’s employment such determinations
shall thereafter be determined as of the date of the termination. The foregoing shall not be violated by the Executive’s
providing services to a noncompetitive portion of a group of related businesses which noncompetitive portion consists of less than
20% of the overall revenues of such group of related businesses measured based on the fiscal year prior to the fiscal year in which
the Executive had his initial relationship with such noncompetitive portion, nor by ownership of less than 2% of public company
stock or debt or a passive interest of less than 2% in a pooled account, such as a hedge fund, private equity fund or mutual fund.


 


(d)          Nondisparagment.
During the Employment Term and thereafter, the Executive agrees not to disparage or encourage or induce others to disparage the
Company or any of its affiliates or any of its and their past and present officers, directors, employees, products or services.
For purposes of this Agreement, the term “disparage” includes, without limitation, comments or statements to
the press, to the Company or any of its affiliates or any of its or their officers, directors, or employees or to any individual
or entity with whom the Company or any of its affiliates has a business relationship (including, without limitation, any vendor,
supplier, customer or distributor of the Company or any of its affiliates) that would adversely affect in any manner: (i) the conduct
of any business of the Company or any of its affiliates (including, without limitation, any business plans or prospects) or (ii)
the business reputation of the Company or any of its affiliates or any of its and their officers, directors, employees, products
or services. Notwithstanding the foregoing, this Section 10(d) shall not apply to truthful statements made in the course of sworn
testimony in administrative, judicial or arbitral proceedings (including in response to valid legal process) or normal competitive
statements.


 


(e)           Reformation.
If it is determined by a court of competent jurisdiction in any state that any restriction in this Section 10 is excessive in duration
or scope or is unreasonable or unenforceable under the laws of that state, it is the intention of the parties that such restriction
may be modified or amended by the court to render it enforceable to the maximum extent permitted by the law of that state.


 




    	 	11	 



     


    

 


(f)           Survival
of Provisions. The obligations contained in this Section 6 shall survive the termination or expiration of the Executive’s
employment with the Company and shall be fully enforceable thereafter.


 


(g)          Certain
Permitted Disclosures. Notwithstanding anything else in this Agreement to the contrary, nothing in this Agreement is intended
to restrict the Executive from cooperating with any investigation or proceeding initiated by the Securities and Exchange Commission
("SEC") or any other federal, state or local regulatory agency. Further, the Executive may make disclosure (i) to exercise
his rights as a whistleblower under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the Securities and Exchange
Commission Rule 21F-17(a), or any similar federal, state or local law; (ii) when engaging in activities protected by the National
Labor Relations Act or any other federal or state employment law; or (v) when required to do so by a court of law, or by any governmental
agency or administrative or legislative body with jurisdiction to order the Executive to divulge, disclose or make accessible such
information. The Executive shall have no obligation to seek prior approval of the Company or to inform the Company of such disclosure.
This Agreement does not limit the Executive’s ability to communicate, without notice to the Company, with any government
agencies or otherwise participate in any investigation or proceeding that may be conducted by any government agency. Additionally,
notwithstanding anything else in this Agreement to the contrary, pursuant to the Defend Trade Secrets Act of 2016, non-compliance
with the disclosure provisions of this Agreement shall not subject the Executive to criminal or civil liability under any Federal
or State trade secret law for the disclosure of a Company trade secret: (i) in confidence to a Federal, State or local government
official, either directly or indirectly, or to an attorney in confidence solely for the purpose of reporting or investigating a
suspected violation of law; (ii) in a complaint or other document filed in a lawsuit or other proceeding, provided that any complaint
or document containing the trade secret is filed under seal; or (iii) to an attorney representing the Executive in a lawsuit for
retaliation by the Company for reporting a suspected violation of law or to use the trade secret information in that court proceeding,
provided that any document containing the trade secret is filed under seal and the Executive does not disclose the trade secret,
except pursuant to court order.


 


11.          COOPERATION.
Upon the receipt of reasonable notice from the Company (including outside counsel), the Executive agrees that while employed by
the Company and thereafter, the Executive will respond and provide information with regard to matters in which he has knowledge
as a result of his employment with the Company, and will provide reasonable assistance to the Company, its affiliates and their
respective representatives in defense of any claims that may be made against the Company or its affiliates, and will assist the
Company and its affiliates in the prosecution of any claims that may be made by the Company or its affiliates, to the extent that
such claims may relate to the period of the Executive’s employment with the Company. The Executive agrees to promptly inform
the Company if he becomes aware of any lawsuits involving such claims that may be filed or threatened against the Company or its
affiliates. The Executive also agrees to promptly inform the Company (to the extent he is legally permitted to do so) if he is
asked to assist in any investigation of the Company or its affiliates (or their actions), regardless of whether a lawsuit or other
proceeding has then been filed against the Company or its affiliates with respect to such investigation, and shall not do so unless
legally required. Upon presentation of appropriate documentation, the Company shall pay or reimburse the Executive for all reasonable
out-of-pocket travel, duplicating or telephonic expenses incurred by the Executive in complying with this Section 11.


 




    	 	12	 



     


    

 


12.           EQUITABLE
RELIEF AND OTHER REMEDIES.


 


(a)          The
Executive acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions
of Section 10 or Section 11 would be inadequate and, in recognition of this fact, the Executive agrees that, in the event of such
a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond, shall be entitled to
obtain equitable relief in the form of specific performance, temporary restraining order, a temporary or permanent injunction or
any other equitable remedy which may then be available.


 


(b)          In
the event of a violation of Section 10 or Section 11 of this Agreement, any severance being paid to the Executive by the Company
pursuant to this Agreement (or any successor agreement) or otherwise shall immediately cease.


 


13.          NO
ASSIGNMENTS.


 


(a)          This
Agreement is personal to each of the parties hereto. Except as provided in Section 13(b) below, no party may assign or delegate
any rights or obligations hereunder without first obtaining the written consent of the other party hereto.


 


(b)         The
Company may assign this Agreement to any successor to all or substantially all of the business and/or assets of the Company provided
the Company shall require such successor to expressly assume and agree to perform this Agreement and, if applicable, any Change
in Control Agreement (but without creating any rights on a second change in control), in the same manner and to the same extent
that the Company would be required to perform it if no such succession had taken place.


 


14.          NOTICE.
For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and
shall be deemed to have been duly given (i) on the date of delivery if delivered by hand, (ii) on the date of transmission, if
delivered by confirmed facsimile, (iii) on the first business day following the date of deposit with the overnight delivery service
if delivered by guaranteed overnight delivery service, or (iv) on the fourth business day following the date mailed by United States
registered or certified mail, return receipt requested, postage prepaid, addressed as follows:


 


If to the Executive:


 


At the last address (or to the facsimile number) shown on the
records of the Company;


 


If to the Company:


 


P&F Industries, Inc.


445 Broadhollow Road


Suite 100


Melville, New York 11747


 




    	 	13	 



     


    

 


Facsimile: (631) 773-4223


Attn: General Counsel


 


With a copy to:


 


Ruskin Moscou Faltischek, P.C.


1425 RXR Plaza


East Tower, 15th Floor


Uniondale, New York 11556-1425


Facsimile: (516) 663-6886


Attn: Steven J. Kuperschmid, Esq.


 


and


 


Proskauer Rose LLP


Eleven Times Square


New York, New York 10036-8299


Facsimile: (212) 969-2900


Attn: Michael S. Sirkin, Esq.


 


or to such other address as either party
may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective
only upon receipt.


 


15.          SECTION
HEADINGS; INCONSISTENCY.
The section headings used in this Agreement are included solely for convenience and shall not affect, or be used in connection
with, the interpretation of this Agreement. In the event of any inconsistency between the terms of this Agreement and any form,
award, plan or policy of the Company, the terms of this Agreement shall control.


 


16.          SEVERABILITY.
The provisions of this Agreement shall be deemed severable and the invalidity of unenforceability of any provision shall not affect
the validity or enforceability of the other provisions hereof.


 


17.          COUNTERPARTS.
This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together
will constitute one and the same instruments.


 


18.          ARBITRATION.
Any dispute or controversy arising under or in connection with this Agreement or the Executive’s employment with the Company,
other than injunctive relief under Section 12 hereof, shall be settled exclusively by arbitration, conducted before a single arbitrator
in New York, New York (applying New York law) in accordance with the National Rules for the Resolution of Employment Disputes of
the American Arbitration Association then in effect. The decision of the arbitrator will be final and binding upon the parties
hereto. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The parties acknowledge and agree
that in connection with any such arbitration and regardless of outcome (a) each party shall pay all its own costs and expenses,
including without limitation its own legal fees and expenses, and (b) joint expenses shall be borne equally among the parties;
provided, however, in the event that the arbitrator determines that the Executive is the prevailing party, then the Company shall
pay or reimburse all reasonable legal fees and expenses incurred by the Executive.


 




    	 	14	 



     


    

 


19.     
    INDEMNIFICATION. The Company hereby agrees to indemnify the Executive and hold him harmless to the
extent provided under the by-laws of the Company against and in respect to any and all actions, suits, proceedings, claims,
demands, judgments, costs, expenses (including reasonable attorney’s fees), losses, and damages resulting from the
Executive’s good faith performance of his duties and obligations with the Company. This obligation shall survive the
termination of the Executive’s employment with the Company.


 


20.          LIABILITY
INSURANCE. The Company shall cover the Executive under directors and officers liability insurance both during and, while potential
liability exists, after the term of this Agreement in the same amount and to the same extent as the Company covers its other officers
and directors.


 


21.          MISCELLANEOUS.
No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to
in writing and signed by the Executive and such officer or director as may be designated by the Board. No waiver by either party
hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement
to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at
any prior or subsequent time. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties
hereto (including without limitation the Prior Agreement) with respect to the employment of the Executive by the Company and, together
with all exhibits hereto sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein.
No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made
by either party which are not expressly set forth in this Agreement. The validity, interpretation, construction and performance
of this Agreement shall be governed by the laws of the State of New York without regard to its conflicts of law principles.


 


22.          NO
MITIGATION; TERMINATION CLAIM LIMIT. In no event shall the Executive be obliged to seek other employment or take any other
action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, nor shall the
amount of any payment hereunder be reduced by any compensation earned by the Executive as a result of employment by another employer,
except as provided in Section 8(b) hereof. Any claim by the Executive for damages as a result of a termination based on Section
2(c)(iv) shall not be brought prior to resolution of the criminal case and the Executives damages shall be limited to (a) the monetary
amounts the Executive would have received in the event of a termination without Cause and (b) the intrinsic value on the termination
date of any equity vested at, or upon, such termination that the Executive forfeited or did not receive because of the classification
of the termination for Cause (and the Executive shall have no right to the equity, which shall be cancelled upon the termination
for Cause).


 


23.          REPRESENTATIONS.
The Executive represents and warrants to the Company that he has the legal right to enter into this Agreement and to perform all
of the obligations on his part to be performed hereunder in accordance with its terms and that he is not a party to any agreement
or understanding, written or oral, which could prevent him from entering into this Agreement or performing all of his obligations
hereunder.


 




    	 	15	 



     


    

 


24.          WITHHOLDING.
The Company may withhold from any and all amounts payable under this Agreement such federal, state and local taxes as may be required
to be withheld pursuant to any applicable law or regulation.


 


25.          SECTION
409A COMPLIANCE.


 


(a)          The
intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Code Section 409A and,
accordingly, to the maximum extent permitted, this Agreement shall be limited, construed and interpreted in accordance with such
intent. If the Executive notifies the Company (with specificity as to the reason therefore) that the Executive believes that any
provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive
to incur any additional tax or interest under Code Section 409A and the Company concurs with such belief or the Company (without
any obligation whatsoever to do so) independently makes such determination, and modifying such provision would avoid such additional
tax or interest, the Company shall, after consulting with the Executive, reform such provision to try to comply with Code Section
409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent
that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith
and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the
Company of the applicable provision without violating the provisions of Code Section 409A.


 


(b)          A
termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the
payment of any amounts or benefits upon or following a termination of 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 this Plan, references to
a “termination,” “termination of employment” or like terms shall mean Separation from Service. Notwithstanding
any provision to the contrary in this Agreement, if the Executive is deemed on the date of his
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 payment or the providing of any benefit
that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A
that is payable due to the Executive’s Separation from Service, to the extent required to be delayed in compliance
with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to the
Executive (subject to the last sentence of this Section 23(b)) prior to the earlier of (i) the expiration of the six (6)-month
period measured from the date of the Executive’s Separation from Service, and (ii)
the date of the Executive’s death (the “Delay Period”). For avoidance of doubt, the Severance Payment shall not
be treated as non-qualified deferred compensation that is required to be delayed in compliance with Code Section 409A(a)(2)(B)
to the extent that it meets the exemption set forth in Department of Treasury Regulation Section 1.409A-1(b)(9)(iii) (for separation
pay due to involuntary separation from service) and only that portion, if any, of the Severance Payment that exceeds the exempt
amount shall be subject the delay, if any, required pursuant to the preceding sentence. On the
first day of the seventh month following the date of the Executive’s Separation from Service or, if earlier, on the date
of the Executive’s death, all payments delayed pursuant to this Section 23(b) (whether they would have otherwise been
payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump
sum, and any remaining payments and benefits due to the Executive under this Agreement
shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing,
to the extent that the provision of any welfare benefits provided to the Executive following
his Separation from Service will be treated as non-qualified deferred compensation that is required to be delayed (after taking
into account the exemption in Department of Treasury Regulation Section 1.409A-1(b)(9)(v)) but would not be required to be delayed
if the premiums therefor were paid by the Executive, the Executive shall pay the full
cost of the premiums for such welfare benefits during the Delay Period and the Company shall pay the Executive an amount equal
to the amount of such premiums paid by the Executive during the Delay Period promptly after its conclusion.


 




    	 	16	 



     


    

 


(c)           In
no event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on the Executive
by Code Section 409A or any damages for failing to comply with Code Section 409A.


 


(d)          To
the extent any reimbursement of costs and expenses provided for under this Agreement constitutes taxable income to the Executive
for Federal income tax purposes, such reimbursements shall be made no later than December 31 of the calendar year next following
the calendar year in which the expenses to be reimbursed are incurred.


 


(e)          With
regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section
409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, (ii) the
amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses
eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause
(ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely
because such expenses are subject to a limit related to the period the arrangement is in effect.


 


(f)           If
under this Agreement, 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.


 


(g)          Whenever
a payment under the Agreement 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.


 


(h)          To
the extent that this Agreement provides for your indemnification by the Company and/or the payment or advancement of costs and
expenses associated with indemnification, any such amounts shall be paid or advanced to the Executive only in a manner and to the
extent that such amounts are exempt from the application of Code Section 409A in accordance with the provisions of Treasury Regulation
1.409A-1(b)(10) or that are provided in accordance with Code Section 409A.


 


26.          CLAWBACKS.
The Executive hereby acknowledges and agrees that he is subject to Section 304 of the Sarbanes-Oxley Act of 2002, and that pursuant
thereto he may under certain circumstances be obligated to pay back to the Company certain amounts previously received by him.
In addition, the Executive hereby acknowledges and agrees that he shall be subject to any clawback policy adopted or implemented
by the Company.


 


[End of text - Signature
page follows]


 




    	 	17	 



     


    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the date first written above this 30th day of January 2018.


 


	 	P&F INDUSTRIES, INC.
	 	 
	 	By:	/s/ Richard Horowitz
	 	Richard Horowitz 
	 	Chairman of the Board, President and 

                    Chief Executive Officer

	 	 	 
	 	/s/ Joseph A. Molino, Jr.
	 	JOSEPH A. MOLINO, JR. 


 




    	 	18	 



     


    

 


APPENDIX A


 


FORM OF RELEASE


 


AGREEMENT AND GENERAL
RELEASE AND WAIVER, dated as of _________________ (the “Agreement”), by and between JOSEPH A. MOLINO, JR.
(the “Employee”) and P&F INDUSTRIES, INC., a Delaware corporation (the “Company”).


 


The Employee and the
Company mutually want to enter into this Agreement concerning the Employee’s separation from the Company. Where appropriate
in the context of this Agreement, the term “Company” includes, the Company’s past, present and future subsidiaries,
affiliates, divisions, parents, and any of its or their respective predecessors, successors, assigns, assets, employee benefit
plans or funds and its or their past, present and future directors, officers, fiduciaries, trustees, administrators, representatives,
shareholders, agents, employees, and independent contractors, whether acting on behalf of the Company or in their individual capacities.


 


1.         The
Employee acknowledges and agrees that (a) his last date of employment with the Company was __________ (the “Termination Date”),
(b) the Termination Date was the termination date of his employment with the Company for purposes of participation in and coverage
under all benefit plans and programs sponsored by or through the Company, (c) the Company shall have no obligation to rehire the
Employee, or to consider him for employment, after the Termination Date, and (d) he will not seek employment with the Company at
any time in the future.


 


2.         The
Employee acknowledges that he has carefully read this Agreement in its entirety, the terms and implications of this Agreement have
been fully explained to the Employee, the Employee has had answered to his satisfaction any questions he has asked with regard
to the meaning and significance of any provision of this Agreement, and that he fully understands the significance of all of the
terms and conditions of this Agreement.


 


3.         The
Employee acknowledges that he has been given the opportunity to consider this Agreement for twenty-one (21) days and decide for
himself whether or not he wants to sign it.


 


4.         The
Employee acknowledges that he has been advised to consult with an attorney of his choice concerning this Agreement and the implications
to the Employee of signing or not signing it.


 


5.         The
Employee acknowledges that he has carefully considered other alternatives to executing this Agreement, and has decided that he
wants to sign it.


 




    
 


     


    

 


6.         The
Employee may accept this Agreement by signing it and returning it to _____________, P&F Industries, Inc., 445 Broadhollow Road,
Suite 100, Melville, New York, 11747, within twenty-one (21) days of his receipt of this Agreement. The Employee is entitled to
change his mind and revoke this Agreement by indicating his desire to do so in writing delivered to __________ at the address above
(or by fax at (     )    -     ) by no later than 5:00 p.m. EST
on the seventh (7th) day after the date he signs this Agreement (the “Revocation Period”). This Agreement will not
become effective and the Employee will not receive any of the benefits set out below until the eighth (8th) day after the Employee
signs it (the “Effective Date”). If the last day of the Revocation Period falls on a Saturday, Sunday or holiday, the
last day of the Revocation Period will be deemed to be the next business day.


 


7.         In
consideration for the Employee’s signing and not revoking this Agreement, the Company has agreed to pay the Employee the
consideration set forth in Section [IF TERMINATION IS NOT IN CONNECTION WITH A CHANGE IN CONTROL - 7(d)(ii)] [IF TERMINATION IS
IN CONNECTION WITH A CHANGE IN CONTROL – 8(a)(ii)] of that certain Executive Employment Agreement, dated as of January 1,
2018, by and between the Company and the Employee (the “Employment Agreement”). The Company and the Employee expressly
agree that the Company is not otherwise obligated to pay such consideration; that the Employee is not otherwise entitled to receive
any of such consideration; and that, if the Employee does not sign this Agreement or revokes this Agreement during the Revocation
Period, the Company will have no further obligations to the Employee under this Agreement, including, without limitation, the obligation
to make the payments set forth in Section 7 of this Agreement.


 


8.         By
entering into this Agreement, the parties do not admit, and specifically deny, any liability or wrongdoing, or violation of any
law, statute, order, regulation or policy. It is expressly understood and agreed that this Agreement is being entered into solely
for the purpose of avoiding the costs of litigation and amicably resolving all matters in controversy, disputes, causes of action,
claims, contentions and differences of any kind whatsoever which have been or could have been alleged by the respective parties
against each other.


 


9.         The
Employee acknowledges that he knows that there are various state and federal laws which prohibit employment discrimination on the
basis of age, sex, race, color, creed, national origin, marital status, religion, disability or veteran status and that these laws
are enforced through the Federal Equal Employment Opportunity Commission, the New York State Division of Human Rights and various
city, county and local human rights agencies.  In addition, the Employee acknowledges that he knows that there are other federal,
state, and local laws of other types or description regarding employment, including, but not limited to, claims arising from or
derivative of the Employee’s employment with the Company.


 




    
 


     


    

 


10.       The
consideration set forth in Section 7 of this Agreement is in full and complete satisfaction of all claims whatsoever the Employee
may have against the Company arising from the Employee’s employment and/or separation from employment with the Company, or
from any other matter whatsoever up to and including the date of this Agreement, whether known or unknown. Without limiting the
generality of the foregoing, the Employee hereby releases, waives, and forever discharges any and all claims of any kind against
the Company arising from the Employee’s employment and/or separation from employment with the Company, or from any other
matter whatsoever up to and including the date of this Agreement, whether known or unknown, that he may have or had, including,
but not limited to, fraud, claims arising under Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. §621 et.
seq., Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §2000 et. seq., the Civil Rights
Act of 1866, 42 U.S.C. §1981, 42 U.S.C. §1983, The Equal Pay Act, as amended, 29 U.S.C. §206(d)(1), the Fair Labor
Standards Act of 1938, as amended, 29 U.S.C. §201 et. seq., the Family and Medical Leave Act of 1993, 29 U.S.C.
§2601 et. seq., the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. §1001 et.
seq., the Americans with Disabilities Act, 42 U.S.C. §12101 et. seq., the Civil Rights Act of 1991, 105
Stat. 1071, Executive Order 11246, the Sarbanes-Oxley Act of 2002 (a federal whistleblower law), the New York State Human Rights
Law, New York City Human Rights Law, New York Equal Pay Law and N.Y. Lab. Law, Section’s 201-c (adoptive parent leave) and
740 (whistle blower statute (private employees)), all as amended, and any other federal, state and local fair employment practice
law, workers’ compensation law, unemployment insurance law, and any other employee relations duties and obligations, whether
imposed by express or implied contract, tort (including, but not limited to, all intentional torts, negligence, negligent hiring,
training, supervision or retention), common law, equity, public policy statute, executive order or law, any claims for physical
or emotional distress or injuries, or any other duty obligation of any kind or description, as well as any rights or claims the
Employee or his attorney or other representative have or may have for costs, expenses, attorneys’ fees or otherwise. The
foregoing shall not apply to the Employee’s right to receive the payments and benefits provided under Sections [IF TERMINATION
IS NOT IN CONNECTION WITH A CHANGE IN CONTROL - 7(d)(i) and (ii)] [IF TERMINATION IS IN CONNECTION WITH A CHANGE IN CONTROL –
8(a)(i) and (ii)] of the Employment Agreement, nor to the Employee’s rights, if any, to indemnification as an officer of
the Company or a fiduciary of any Company benefit plan. In addition, nothing in this Agreement shall be construed to prevent the
Employee from filing a charge with, or participating in an investigation conducted by, any governmental agency, including, without
limitation, the Equal Employment Opportunity Commission or applicable state/city fair employment practices agency, to the extent
required or permitted by law, or to prevent any challenge by the Employee to the waiver and release of any claims as set forth
herein; provided, that the Employee hereby agrees not to accept any award or settlement from any source or proceeding (including,
but not limited to, any proceeding brought by any other person or by any government agency) with respect to any claim or right
waived in this Agreement.


 


11.          The
Employee agrees to keep this Agreement confidential and not to reveal its contents to anyone except his attorney, his immediate
family or his financial consultant, or as required by law. The Employee will be responsible for any disclosure by them. The Company
agrees to keep this Agreement confidential and not to reveal the contents to anyone except its attorneys, accountants, officers,
directors and human resources director. Notwithstanding anything else in this Agreement to the contrary:


 




    
 


     


    

 


(a)          Nothing
in this Agreement is intended to restrict the Employee from cooperating with any investigation or proceeding initiated by the Securities
and Exchange Commission (“SEC”) or any other federal, state or local regulatory agency. Further, the Employee may make
disclosure (i) to exercise his rights as a whistleblower under the Dodd-Frank Wall Street Reform and Consumer Protection Act of
2010, the Securities and Exchange Commission Rule 21F-17(a), or any similar federal, state or local law; (ii) when engaging in
activities protected by the National Labor Relations Act or any other federal or state employment law; or (v) when required to
do so by a court of law, or by any governmental agency or administrative or legislative body with jurisdiction to order the Employee
to divulge, disclose or make accessible such information. The Employee shall have no obligation to seek prior approval of the Company
or to inform the Company of such disclosure. This Agreement does not limit the Employee’s ability to communicate, without
notice to the Company, with any government agencies or otherwise participate in any investigation or proceeding that may be conducted
by any government agency.


 


(b)          Pursuant
to the Defend Trade Secrets Act of 2016, non-compliance with the disclosure provisions of this Agreement shall not subject the
Employee to criminal or civil liability under any Federal or State trade secret law for the disclosure of a Company trade secret:
(i) in confidence to a Federal, State or local government official, either directly or indirectly, or to an attorney in confidence
solely for the purpose of reporting or investigating a suspected violation of law; (ii) in a complaint or other document filed
in a lawsuit or other proceeding, provided that any complaint or document containing the trade secret is filed under seal; or
(iii) to an attorney representing the Employee in a lawsuit for retaliation by the Company for reporting a suspected violation
of law or to use the trade secret information in that court proceeding, provided that any document containing the trade secret
is filed under seal and the Employee does not disclose the trade secret, except pursuant to court order.


 


12.       The
Employee represents and warrants that he has returned all property belonging to the Company and has deleted from his home or personal
computer, personal e-mail accounts and electronic filings all Company information.


 


13.       The
parties hereto agree and acknowledge that Sections [IF TERMINATION IS NOT IN CONNECTION WITH A CHANGE IN CONTROL - 7(d)] [IF TERMINATION
IS IN CONNECTION WITH A CHANGE IN CONTROL – 8(a)], 10, 11, 12, 16, 18, 19, 20, 23 and 24 of the Employment Agreement shall
remain in full force and effect and shall remain fully enforceable following the Effective Date.


 


14.       The
payments set forth in Section 7 of this Agreement are subject to taxes and all applicable withholding requirements.


 


15.       Except
as specifically set forth in this Agreement, this Agreement constitute the entire agreement between the Employee and the Company
with respect to the subject matter hereof and may only be modified, altered or changed in writing, signed by both the Company and
the Employee.


 


16.       This
Agreement has been executed freely, knowingly and voluntarily by the Employee without duress, coercion, or undue influence, with
a full understanding of its terms. The Employee acknowledges and agrees that, prior to executing this Agreement, he has been provided
with sufficient time in which to consider this Agreement and that, in deciding to execute this Agreement, he has relied on his
own judgment and further acknowledges that he is fully aware of its contents and of its legal effects. The parties to this Agreement
agree that no fact, evidence or transaction currently unknown to them but which may hereafter become known to them shall affect
in any way or manner the final or unconditional nature of this Agreement.


 




    
 


     


    

 


17.       This
Agreement shall be interpreted and construed and enforced in accordance with the laws of the State of New York, excluding choice
of law principles thereof.


 


18.          This
Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors, assigns
and legal representatives.


 


19.          The
waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent
breach. If any provision of this Agreement, or part thereof, shall be held to be invalid or unenforceable, such invalidity or unenforceability
shall attach only to such provision and not in any way affect or render invalid or unenforceable any other provisions of this Agreement,
and this Agreement shall be carried out as if such invalid or unenforceable provision, or part thereof, had been reformed, and
any court of competent jurisdiction is authorized to so reform such invalid or unenforceable provision, so that it would be valid,
legal and enforceable to the fullest extent permitted by applicable law.


 


20.           BY
SIGNING THIS AGREEMENT, THE EMPLOYEE STATES THAT: HE HAS READ IT; HE UNDERSTANDS IT AND KNOWS THAT HE IS GIVING UP IMPORTANT RIGHTS;
HE AGREES WITH EVERYTHING IN IT; HE WAS TOLD, IN WRITING, TO CONSULT AN ATTORNEY BEFORE SIGNING IT; HE HAS HAD [21] [45] DAYS TO
REVIEW THE AGREEMENT AND THINK ABOUT WHETHER OR NOT HE WANTED TO SIGN IT; AND HE HAS SIGNED IT KNOWINGLY AND VOLUNTARILY.


 


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page intentionally left blank.]


 




    
 


     


    

 





EXECUTION VERSION




 


WHEREFORE, the
Employee and the Company now voluntarily and knowingly execute this Agreement as of the day and year first written above.


 


	 	P&F INDUSTRIES, INC.
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	 	(Please print)
	 	 	Title:	 
	 	 	 
	 	 	 
	 	 	JOSEPH A. MOLINO, JR.


 


Sworn to by JOSEPH A. Molino, Jr. before
me this ____ day of ______________, 20__.


 


	 	 
	Notary Public