Exhibit 10.1


 


P&F INDUSTRIES, INC.


445 Broadhollow Road


Suite 100


Melville, New York  11747


 


April 26, 2010


 


BY
HAND TO:  Richard Horowitz


 


Dear
Richard:


 


Effective
as of April 26, 2010 (the “Effective Date”), the Company hereby
establishes this 2010 CEO Deferred Compensation Plan (this “Plan”) on
your behalf pursuant to the terms and conditions set forth below:


 


1.                                       Within 30 days
following the Effective Date you may elect to defer all (but not less than all)
of the portion of your Base Salary under, and as defined in, the Amended and
Restated Employment Agreement between you and the Company, dated December 19,
2008 (the “Employment Agreement”), that is in excess of the annual rate
of $750,000 and that is earned for services performed by you during the period
after the date you make such deferral election through December 31, 2010
(the “Deferral Period”) provided that you shall also elect to defer an
additional amount of $11,015.62 during the Deferral Period for services
performed by you during the period after you make such deferral election
through May 15, 2010.


 


2.                                       If you make a
timely deferral election pursuant to Paragraph 1, then the amount of Base
Salary deferred (the “Deferred Payment”) shall be paid to you in a lump
sum cash payment on January 2, 2012 (the “Payment Date”), less any
federal, state and local taxes as the Company may be required to withhold
pursuant to any applicable law or regulation. 
If you die prior to the Payment Date, the Deferred Payment will be made
to your estate on the Payment Date.  Your
interest in the Deferred Payment shall at all times be one hundred percent
(100%) vested and non-forfeitable.


 


3.                                       This Plan
constitutes a mere promise by the Company to make the Deferred Payment, and you
and, if applicable, your estate, shall have the status of a general unsecured
creditor of the Company.  Nothing in this
Plan will be construed to give you or any other person rights to any specific
assets of the Company or of any other person. 
This Plan is not intended to be subject to any of the requirements of
the Employee Retirement Income Security Act of 1974, as amended.  The Deferred Payment shall not be deemed
salary or other compensation to you for the purposes of computing benefits to
which you may be entitled under any plan or other arrangement of the Company
for the benefit of its employees.


 


4.                                       Although the
Company does not guarantee the tax treatment of the Deferred Payment, it is
intended that it comply with the requirements of Section 409A of the
Internal Revenue Code of 1986, as amended, and the regulations and guidance
promulgated thereunder and, accordingly, to the maximum extent permitted, this
Plan shall be interpreted to be in compliance therewith.


 


5.                                       This Plan shall
not be assigned, negotiated, pledged or hypothecated by you in any way (except
as provided by law), and this Plan shall not be subject to execution,
attachment or similar process.  Upon any
attempt by you to transfer your rights under this Plan or in the event of any
levy upon this Plan by reason of any execution, attachment or similar process


 

















 


contrary
to the provisions hereof, such transfer shall be void and of no effect.  This Plan shall be governed by, and construed
under and in accordance with, the internal laws of the State of New York,
without reference to rules relating to conflicts of laws.  This Plan does not modify in any respect your
or the Company’s rights under the Employment Agreement, other than as
specifically set forth herein.  This Plan
is not an agreement of employment and does not guarantee that the Company will
continue to employ or retain you during the entire, or any portion of the,
Deferral Period.  The provisions of Section 18
of the Employment Agreement (Arbitration) are hereby incorporated by reference
into this Plan.  This Plan may not be
modified or terminated unless such modification or termination is made in
writing and signed by you and the Company.


 


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  P&F
  INDUSTRIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Joseph A. Molino, Jr.

  
	
   

  	
  Name:

  	
  Joseph
  A. Molino

  
	
   

  	
  Title:

  	
  Vice
  President

  



 


2

















 


Deferral Election


 


I
hereby acknowledge that I have received and reviewed a copy of the 2010 CEO
Deferred Compensation Plan, effective April 26, 2010 (the “Plan”),
established by P&F Industries, Inc. (the “Company”).  Pursuant to the Plan, I hereby elect to defer
all of the portion of my Base Salary under, and as defined in, the Amended and
Restated Employment Agreement between me and the Company, dated December 19,
2008, that is in excess of the annual rate of $750,000 and to defer an
additional amount of $11,015.62 in accordance with the Plan, in each case that
is earned for services performed by me during the period after the date set
forth beside my signature below through December 31, 2010, subject to the
terms, conditions and provisions of the Plan.


 


 


	
  /s/
  Richard Horowitz

  	
   

  	
  Date:
  April 26, 2010

  
	
  Richard
  Horowitz