Exhibit 10.1


 


EXECUTION
VERSION


 


EXECUTIVE EMPLOYMENT AGREEMENT


 


This Executive Employment
Agreement (“Agreement”), effective as of January 1, 2022 (the “Effective Date”), by and between
P&F INDUSTRIES, INC., a Delaware corporation (the “Company”), and RICHARD A. HOROWITZ (the “Executive”).


 


W I T N E S S E T H


 


WHEREAS,
the Executive and the Company are parties to that certain Executive Employment Agreement, dated as of January 1, 2019 (the “Prior
Agreement”), that will expire by its terms on December 31, 2021; 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 President and Chief Executive Officer commencing as of the Effective Date; and


 


WHEREAS,
the Executive and the Company desire to provide for the continued services and employment of the Executive by the Company, upon the terms
and conditions hereinafter set forth, commencing on the Effective Date; and


 


WHEREAS,
all amounts earned for periods prior to the Effective Date shall be controlled by the Prior Agreement without regard to this Agreement;


 






    


     


    

 


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 continue to serve as the President and Chief Executive Officer of the
Company and, if elected by the Board of Directors of the Company (the “Board”), Chairman. Executive has currently been
elected as Chairman. 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 Board shall designate that are consistent with the Executive’s positions. The Executive shall continue to
report to the Board.


 


(b)            During
the Employment Term, the Executive shall continue to 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, 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.


 






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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, 2024 (the “Expiration
Date”).


 


3.            BASE
SALARY. The Company agrees to pay the Executive a base salary at an annual rate of not less than $825,000, commencing on the Effective
Date, 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 then effective annual bonus plan for senior executives (the “Bonus Plan”), to be paid at
the same time annual bonuses are paid to senior management employees generally, so long as Executive remains employed by the Company as
of December 31 of the year to which the bonus relates or as otherwise provided herein. The Annual Bonus shall be paid in the first
quarter of the year following the year to which the bonus relates, although the Compensation Committee of the Board may decide, in its
good faith, reasonable discretion, to pay the Annual Bonus at any time in the year following the year to which the bonus relates in the
event of extenuating circumstances relating to the Company,. Subject to the next sentence, the Executive’s target bonus under the
Bonus Plan shall be 55% 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 of the Board, shall be 165% of
the Executive’s Base Salary for the applicable fiscal year (the “Maximum Bonus”). The Compensation Committee
of the Board may, in its sole discretion, reduce the percentage of the Target Bonus (and corresponding Maximum Bonus) and apply such Target
amount to a long-term cash plan award for the Executive. The Compensation Committee of the Board shall set any performance goals at each
level of the bonuses (and any other levels) in its sole discretion, but shall consult with the Executive before doing so. 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.


 






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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 and the applicable terms and conditions of such employee benefit plan. 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 six 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. In addition, within seventy-five (75) days following the Effective Date, upon presentation
of appropriate documentation within forty-five (45) days after the Effective Date, the Company shall pay the reasonable (as determined
by the Compensation Committee in its sole discretion) and documented attorneys’ and consultants’ fees and related costs incurred
by the Executive in connection with the drafting, negotiation and execution of this Agreement in an amount up to $20,000.00.


 






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(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.


 


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.


 






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


 


(c)            Cause.
The Company, acting by the majority of the independent directors on the Board, may terminate the Executive’s employment hereunder
for Cause 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 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;


 






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(v)            failure
to attempt in good faith to follow the reasonable legal written direction of the Board with regard to matters within the scope of his
duties and responsibilities as chief executive officer; or


 


(vi)            material
breach 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.


 


The Executive may only be terminated for Cause
by a vote of a majority of the independent directors on the Board and, prior to any termination for Cause, the Executive will be given
5 business days written notice specifying the alleged Cause event and will be entitled to appear (with counsel) before the independent
directors on the Board to present information regarding his views on the Cause event. After providing the notice in foregoing sentence,
the Board may suspend the Executive with pay until a final determination pursuant to this paragraph has been made. In the event of a Cause
termination after a Change in Control, the Company shall bear the burden of proof by a preponderance of the evidence.


 


(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 provided that such notice is given within
90 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 President and Chief Executive Officer of the Company (for the avoidance of doubt,
Executive’s not being elected as, or his removal from the position of, Chairman shall not constitute Good Reason);


 






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(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 (but not including any reduction in benefits 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; (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 (the “Pro
Rata Bonus”); (vi) full vesting of all equity awards granted to the Executive on or after January 1, 2015, provided,
however, that any performance-based equity awards shall vest based on actual achievement of the performance goals as of the date of termination
as provided in the applicable grant agreement; and (vii) 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 applicable 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 (x) the applicable legally required period of COBRA Coverage, but in no event in excess
of thirty-six (36) months from 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 25(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 January 1, 2015 shall be governed in
accordance with the terms of the applicable grant agreements.


 






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(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; (iii) full
vesting of all equity awards granted to the Executive on or after January 1, 2015, provided, however, that any performance equity
awards shall vest based on actual achievement of the performance goals as of the date of termination as provided in the applicable grant
agreement; and (iv) 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 the difference of the premium costs for such COBRA Coverage for
the Executive’s dependents minus the applicable 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 earlier of (i) three (3) years from 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 January 1, 2015 shall be governed in accordance with the terms of the applicable grant agreements.


 


(c)            Termination
For Cause Or Without Good Reason. In the event the Executive’s employment is terminated (i) by the Company for Cause, or
(ii) by the Executive without Good Reason, the Company shall pay or provide to the Executive the Accrued Amounts. 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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(d)            Termination
Without Cause Or For Good Reason. In the event the Executive’s employment is terminated upon or prior to the Expiration Date
(x) by the Company other than for Cause or (y) by the Executive for Good Reason, 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 twenty-four (24) 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;


 


(B)            the
Pro Rata Bonus; and


 


(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 applicable 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) the applicable legally required period of COBRA Coverage, but in no event in excess of thirty-six
(36) 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.


 






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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), 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), payment in an amount equal to thirty-six (36) 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 36 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;


 






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(B)            the
Pro Rata Bonus; and


 


(C)            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.


 


(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:


 






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(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; provided that any individual whose assumption of directorship occurs as a result of either an actual or
threatened election contest or other actual or threatened solicitation of proxies or consents by or on behalf of a person (which for this
purpose shall include natural persons, partnerships, corporations or other entities) or group (as the term “group” is contemplated
for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended) shall not be an Incumbent Director.


 






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(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, but, if
and only if, such reduction will result in the Executive retaining after all federal, state and local income, excise and payroll taxes
a greater amount then he would if there was no reduction. 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, 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 in the
form attached to the Agreement as Appendix A (the “Release”) (with changes as the Company may reasonably request
solely 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 or, if later, within thirty (30) days of receipt of Release by the Executive.


 






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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 to the extent legally permitted, 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). Notwithstanding the foregoing, nothing in this Agreement shall be construed to prohibit Executive from
reporting possible violations of federal or state law or regulations to any governmental agency or self-regulatory organization with oversight
responsibility for the Company, or making other disclosures that are protected under whistleblower or other provisions of any applicable
federal or state law or regulations.  Prior authorization of the Company is not required to make any such reports or disclosures,
and Executive is not required to notify the Company that he has made such reports or disclosures.


 






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An individual shall not be held
criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence
to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation
of law. An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of
a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret
to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing
the trade secret under seal; and does not disclose the trade secret, except pursuant to court order.  Nothing in this Agreement shall
be construed to prohibit Executive from exercising any rights under this paragraph.


 


(b)            Nonsolicitation.
During the Executive’s employment with the Company and for the 24 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.


 


(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 24 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.


 






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(d)            Nondisparagment.
During the Employment Term and for three (3) years 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 adversely affects or could reasonably be expected to adversely affect
in any material 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 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.


 


(f)            Survival
of Provisions. The obligations contained in this Section 10 shall survive the termination or expiration of the Executive’s
employment with the Company and shall be fully enforceable thereafter.


 


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. The Company and the Executive agree and acknowledge that the Executive shall comply with this
Section 11 in all material respects.


 






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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 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.


 






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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;


 


With a copy to:


 


Moomjian, Waite & Coleman, LLP


350 Jericho Turnpike


Suite 104


Jericho, NY 11753


Attn: Gary T. Moomjian


 


If to the Company:


 


 


P&F Industries, Inc.


445 Broadhollow Road


Suite 100


Melville,
New York 11747


Facsimile: (631) 773-4230


Attn: Chairman of the Compensation Committee


 


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.


 






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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.


 






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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.


 






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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 12(b) hereof. Any claim by the Executive for damages as a result of a termination based on Section 6(c)(iv) shall
not be brought prior to resolution of the criminal case and the Executive’s 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.


 






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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 25(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 25(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.


 






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(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.


 






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(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 in
respect of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and such regulations as are promulgated thereunder from
time to time to the extent required by the Act and the implementing regulations.


 


[End of text - Signature page follows]


 






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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement this 14th date of December, 2021.


 


	 	P&F INDUSTRIES, INC.
	 	 
	 	By:	/s/ Kenneth Scheriff
	 	Name: Kenneth Scheriff
	 	Its:	Chairman of the Compensation Committee of the Board of Directors
	 	 
	 	 
	 	/s/ Richard A. Horowitz
	 	Richard A. Horowitz





 






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APPENDIX A


 


FORM OF
RELEASE


 


AGREEMENT
AND GENERAL RELEASE AND WAIVER, dated as of [___], (the “Agreement”), by and between RICHARD A. HOROWITZ (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, except otherwise provided in The Executive Employment Agreement
dated as of January 1, 2022 by and between the Company and the Employee (the “Employment Agreement”), (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 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 [or 8] 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)] of the Employment
Agreement, nor to the Employee’s rights, if any, to indemnification as an officer or a director 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 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.


 


12.            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], 10, 11, 12, 13, 14, 16, 18, 19, 20, 21, 22, 25 and 26 of the Employment Agreement
shall remain in full force and effect and shall remain fully enforceable following the Effective Date.


 


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


 


14.            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.


 






    


     


    

 


15.            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.


 


16.            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.


 


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


 


18.            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.


 


19.            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.


 


[Remainder of page intentionally left
blank.]


 






    


     


    

 


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:	 
	 	 
	 	 
	 	Richard A. Horowitz




 


Sworn to by Richard A. Horowitz before me this
____ day of ______________, 20__.


 


___________________________


Notary Public