UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 14A
(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.  )

 

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

P & F Industries, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

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(2)

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(3)

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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P & F INDUSTRIES, INC.
445 Broadhollow Road, Suite 100
Melville, New York 11747

 

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held May 21, 201420, 2015

To the Stockholders of
P&F Industries, Inc.:

The Annual Meeting of Stockholders of P&F Industries, Inc. will be held at the Conference Center at 445 Broadhollow Road, Melville, New York 11747 on Wednesday, May 21, 201420, 2015 at 10:00 A.M., for the following purposes:

(1)

To elect three directors, two directors to hold office for three years;years and one to hold office for one year;

(2)

To consider and act upon a proposal to ratify the appointment of CohnReznick LLP as the Company’s independent registered public accounting firm for the year 2014;2015;

(3)

To consider and approve the Internal Revenue Code Section 162(m) performance goals under the P&F Industries, Inc. Amended and Restated Executive 162(m) Bonus Plan;

(4)

To consider and approve an advisory (non-binding) resolution regarding the compensation of our named executive officers; and

(4)(5)

To consider and act upon such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

In accordance with the provisions of the Company’s By-laws, the Board of Directors has fixed the close of business on April 11, 201410, 2015 as the date for determining stockholders of record entitled to receive notice of, and to vote at, the Annual Meeting.

Your attention is directed to the accompanying Proxy Statement.

You are cordially invited to attend the Annual Meeting. If you do not expect to attend the Annual Meeting in person, please vote, date, sign and return the enclosed proxy as promptly as possible in the enclosed reply envelope.

		By order of the Board of Directors    JOSEPH A. MOLINO, JR. Secretary

Dated:

April 25, 201430, 2015 Melville, New York

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 21, 2014:20, 2015:

This Proxy Statement and our Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the year ended December 31, 2013,2014, are available at:https://materials.proxyvote.com/692830.

ABOUT THE ANNUAL MEETING			1
Date, Time and Place of Meeting			1
Record Date and Voting Rights			1
Quorum; Abstentions; Broker Non-Votes			1
Solicitations of Proxies			2
Voting Proxies			2
Voting in Person at the Annual Meeting			2
Revocation of Proxies			2
Other Business			2
OWNERSHIP OF EQUITY SECURITIES			3
PROPOSAL 1: ELECTION OF DIRECTORS			5
Required Vote			5
Information as to Directors and Nominees for Directors			6
CORPORATE GOVERNANCE			87
Director Independence			87
Meetings and Committees of the Board of Directors			87
Audit Committee			8
Compensation Committee			98
Corporate Governance and Nominating Committee			9
Strategic Planning and Risk Assessment Committee			109
Code of Business Conduct and Ethics			1110
Board Leadership Structure			1110
Board Role in Risk Oversight			1110
Directors’ Attendance at Annual Meetings of Stockholders			1211
Communication with the Board of Directors			1211
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			1312
Policies and Procedures			1312
Related Party Transactions			1312
DIRECTOR COMPENSATION			1312
EXECUTIVE OFFICERS OF THE REGISTRANT			1413
EXECUTIVE COMPENSATION			1514
Summary Compensation Table			1514
Grants of Plan-Based Awards in 2014			1514
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 20132014			1715
Options Exercised During 2014			1715
Pension Benefits and Nonqualified Deferred Compensation			1715

i

COMPENSATION PHILOSOPHY AND AGREEMENTS WITH NAMED EXECUTIVE OFFICERS			1816
Overview of 20132014 Executive Compensation			1816
Employment AgreementAgreements with Named Executive OfficerOfficers in Effect in 2015			17
Agreements with Named Executive Officers in Effect in 2014			19
Severance Agreement with Named Executive Officer			20
2014Post-2014 Executive Compensation Matters			2021
Executive 162(m) Bonus Plan			21
Stock Incentive Plans			2122
Executive Compensation Plan Information			22
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE			22
AUDIT COMMITTEE REPORT			23
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS			24
Required Vote			24
PROPOSAL 3: APPROVAL OF PERFORMANCE GOALS UNDER THE AMENDED AND RESTATED 162(m) BONUS PLAN			25
Reason for Seeking Stockholder Approval			25
Plan Administration			25
Summary of the 162(m) Bonus Plan			25
Term and Amendment of the 162(m) Bonus Plan			27
Required Vote			27
PROPOSAL 4: ADVISORY VOTE ON EXECUTIVE COMPENSATION			2528
Required Vote and Effect			28
STOCKHOLDER NOMINATIONS FOR BOARD OF DIRECTORS MEMBERSHIP AND OTHER PROPOSALS FOR 2015THE 2016 ANNUAL MEETING			2629
ANNUAL REPORT			2629
Appendix A			A-1

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P & F INDUSTRIES, INC.
445 Broadhollow Road, Suite 100
Melville, New York 11747

 

PROXY STATEMENT

This proxy statement is being furnished by the Board of Directors of P&F Industries, Inc. (the “Company”) to holders of the Company’s Class A Common Stock, $1.00 par value (the “Common Stock”), in connection with the solicitation of proxies by the Company’s Board of Directors for use at its 20142015 annual meeting of stockholders or any adjournment or postponement thereof (the “Annual Meeting”).

The Company’s principal offices are located at 445 Broadhollow Road, Suite 100, Melville, New York 11747. The Company anticipates mailing this proxy statement to stockholders on or about April 25, 2014.30, 2015.

ABOUT THE ANNUAL MEETING

Date, Time and Place of Meeting

The Annual Meeting will be held on Wednesday, May 21, 2014,20, 2015, at 10:00 a.m. local time at the Conference Center at 445 Broadhollow Road, Melville, New York.

Record Date and Voting Rights

The Board of Directors established the close of business on April 11, 201410, 2015 as the record date for determining the holders of the Common Stock entitled to notice of and to vote at the Annual Meeting. On the record date, 3,695,1773,594,870 shares of Common Stock were outstanding and entitled to vote at the Annual Meeting. The Company’s stockholders are entitled to one vote for each share of Common Stock held as of the record date on all matters.

Only stockholders and persons holding proxies from stockholders may attend the Annual Meeting. If your shares are registered in your name, you must bring a form of identification to the Annual Meeting. If your shares are held in the name of a broker, trust, bank or other nominee, otherwise known as holding in “street name,” you must bring a proxy or letter from that broker, trust, bank or other nominee that confirms you are the beneficial owner of those shares. Cameras and recording devices will not be permitted at the Annual Meeting.

Quorum; Abstentions; Broker Non-Votes

Transaction of business at the Annual Meeting may occur if a quorum is present. If a quorum is not present, it is expected that the Annual Meeting will be adjourned or postponed in order to permit additional time for soliciting and obtaining additional proxies or votes, and, at any subsequent reconvening of the Annual Meeting, all proxies will be voted in the same manner as such proxies would have been voted at the original convening of the Annual Meeting, except for any proxies that have been effectively revoked or withdrawn.

The presence at the Annual Meeting, in person or by proxy, of the holders of a majority of the total votes entitled to be cast constitutes a quorum. If a share of Common Stock is represented for any purpose at the Annual Meeting, it is deemed to be present for quorum purposes and for all other matters as well. Shares of Common Stock represented by a properly executed proxy will be treated as present at the Annual Meeting for purposes of determining a quorum, without regard to whether the proxy is marked as casting a vote or abstaining.

Abstentions and broker non-votes are counted as present and entitled to vote for purposes of determining a quorum. A broker non-vote occurs when a nominee holding shares for a beneficial owner does not vote the shares on a proposal because the nominee does not have discretionary voting power for a particular item and has not received instructions from the beneficial owner regarding voting. Brokers who hold shares for the accounts of their clients have discretionary authority to vote shares in the absence of specific instructions with respect to the ratification of the appointment of our independent registered public accounting firm. Brokers have the discretionary authority to vote on the ratification of the Company’s independent registered public

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OWNERSHIP OF EQUITY SECURITIES

The following table sets forth the beneficial ownership of Common Stock as of the record date, including shares as to which a right to acquire ownership within 60 days of the record date exists (for example, through the exercise of stock options) within the meaning of Rule 13d-3(d)(1) under the Exchange Act, by (i) each director and nominee for director, (ii) the “named executive officersofficers” listed in the Summary Compensation Table (Richard A. Horowitz and Joseph A. Molino, Jr.), (iii) each person known by the Company to be the beneficial owner of more than 5% of the Common Stock, and (iv) all directors and executive officers as a group. Except as indicated in the applicable footnotes, each beneficial owner listed has sole voting power and sole investment power over the shares of Common Stock indicated. Except as indicated in the applicable footnotes, the address of each beneficial owner is in the care of the Company, 445 Broadhollow Road, Suite 100, Melville, New York 11747.

Beneficial Owner		Amount and Nature Beneficial Ownership				Percent of Class				Amount and Nature of Beneficial Ownership				Percent of Class
Howard Brod Brownstein			12,566	(1)			*				13,898	(1)				*
Jeffrey D. Franklin			3,832	(1)(2)			*				4,498	(1)(2)				*
Richard A. Horowitz			1,344,629	(3)			34.12	%			1,349,629	(3)			35.9	%
Joseph A. Molino, Jr.			123,833	(4)			3.24	%			144,667	(4)			3.9	%
Richard P. Randall			3,332	(1)(5)			*				3,998	(1)(5)				*
Kenneth M. Scheriff			4,266	(1)(2)			*				5,598	(1)(6)				*
Mitchell A. Solomon			4,932	(1)(2)			*				4,498	(1)(2)				*
FMR LLC			369,300	(6)			9.99	%			388,700	(7)			10.8	%
Grace Horowitz			242,731	(7)			6.57	%			237,731	(8)			6.6	%
Lawndale Capital Management, LLC			367,086	(8)			9.93	%			367,086	(9)			10.2	%
All directors and executive officers as a group (7 persons)			1,497,390	(9)			36.85	%			1,526,786	(10)			39.1	%

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PROPOSAL 1
 
ELECTION OF DIRECTORS

As permitted by Delaware law, the Board of Directors is divided into three classes, the classes being divided as equally as possible and each class having a term of three years. Each year the term of office of one class expires. A director elected to fill a vacancy, including a vacancy resulting from an increase in the number of directors constituting the Board of Directors, serves for the remaining term of the class in which the vacancy exists. The Board of Directors presently consists of six members, with each class consisting of one, two or three directors (themembers.

The classes are currently “unbalanced” due to the departure of two members of the Board of Directors from the same class effective asin 2013, so that the classes currently consist of one, two or three directors. As a result, in accordance with the 2013 annual meeting of stockholders).

TheCompany’s By-laws (as amended on January 14, 2013) (the “By-laws”), the Board of Directors proposes that Messrs. ScheriffFranklin and Solomon,Randall, whose terms of office expiresexpire at the Annual Meeting, each be elected as director to serve for a term to expire at the Company’s 20172018 annual meeting of stockholders, and Mr. Brownstein, whose term of office also expires at the Annual Meeting, be elected as director to serve for a term to expire at the Company’s 2016 annual meeting of stockholders. This will serve to balance the classes so that assuming the approval of this proposal at the Annual Meeting, the classes will each contain two members. Unless otherwise indicated, the enclosed proxy will be voted for the election of Messrs. ScheriffFranklin, Randall and SolomonBrownstein as nominees.nominees, to serve for the terms as set forth above. Should any such nomineesnominee become unable to serve for any reason or, for good cause will not serve, which is not anticipated, the Board of Directors may, unless the Board of Directors by resolution provides for a lesser number of directors, designate a substitute nominee, in which event the persons named in the enclosed proxy will vote for the election of such substitute nominees.

Required Vote

The directordirectors will be elected by the plurality vote of the holders of the Common Stock entitled to vote at the Annual Meeting and present in person or represented by proxy.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE
“FOR” THE FOREGOING NOMINEES.

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Information as to Directors and Nominees for Directors

Certain information regarding each of our nomineenominees for director, including his respective experience, qualifications, attributes and skills that led the Board of Directors to conclude that the individual should serve on the Board of Directors and his principal occupation and directorships during at least the past five years, is set forth below. Also set forth below is the name and age of such nominee for director and each director currently in office and whose term continues, his principal occupation, the year each became a director of the Company and a description of his principal occupation for at least the past five years and certain other qualifications. Such information is not provided for Robert L. Dubofsky and Alan I. Goldberg, each of whom served as directors during a portion of 2013 but are not current directors or nominees. The information set forth below is as of the record date.

Name		Age		Served as Director Continuously Since		Age		Served as Director Continuously Since
Nominees to Continue in Office Until the 2017 Annual Meeting of Stockholders:
Nominees to Continue in Office:
Howard Brod Brownstein (Until the 2016 Annual Meeting of Stockholders)						64		2010
Jeffrey D. Franklin (Until the 2018 Annual Meeting of Stockholders)						61		2004
Richard P. Randall (Until the 2018 Annual Meeting of Stockholders)						77		2012
Directors to Serve in Office Until the 2017 Annual Meeting of Stockholders:
Kenneth M. Scheriff		64		2005		65		2005
Mitchell A. Solomon		54		2004		55		2004
Director to Serve in Office Until the 2016 Annual Meeting of Stockholders:
Richard A. Horowitz		64		1975		65		1975
Directors to Serve in Office Until the 2015 Annual Meeting of Stockholders:
Howard Brod Brownstein		63		2010
Jeffrey D. Franklin		60		2004
Richard P. Randall		76		2012

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finance positions. Mr. Randall has served as a member of the Board of Directors of Aceto Corp. since Mayfrom 2009 through 2014 and currently servesmost recently served as chair of its Audit & Risk Committee and as a member of theits Compensation Committee. Mr. Randall has also served as a member of the Board of Directors of Steven Madden, Ltd. since 2006, where

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Audit Committee

During 20132014 and as of the record date, the members of the Audit Committee were Messrs. Franklin (Chairman), Brownstein and Randall. During 2013,2014, the Audit Committee held foursix meetings.

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Corporate Governance and Nominating Committee

From January 1, 2013 through March 25, 2013During 2014, and as of the record date, the members of the Corporate Governance and Nominating Committee were Messrs. Brownstein (Chairman) and Dubofsky. Mr. Randall was elected to serve as an additional member of such committee as of March 25, 2013. As of the May 22, 2013 annual meeting, Mr. Dubofsky was no longer a member of the Board of Directors or such committee, so as of such date and as of the record date, the Corporate Governance and Nominating Committee was comprised of Messrs. Brownstein (Chairman), and Randall. During 2013,2014, the Corporate Governance and Nominating Committee held three meetings.

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Messrs. Brownstein (Chairman), Solomon and SolomonRandall were the members of this committee. Additionally, as of March 25, 2013 and as of the record date, Mr. Randall was elected as an additional member of such committee. Such committee reviews, on behalf of the Company, management’s long-term strategy for the Company, which include material business strategy, financial and capital matters in the pursuit of continuing the long-term success of the Company and risk appetite/tolerance relating thereto, and make recommendations to the Board of Directors with respect to the foregoing.

The Strategic Planning and Risk Assessment Committee operates under a formal charter adopted by the Board of Directors that governs its duties and standards of performance. During 2013,2014, the Strategic Planning and Risk Assessment Committee held fourfive meetings.

Copies of the charter can be obtained free of charge from the Company’s website atwww.pfina.com.

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risk can include operational, financial, legal, regulatory, human capital, informational technology, and strategic and reputational risks, among others. In addition, the Board of Directors regularly reviews with management, at Board of Director meetings, any risk management issues that any director wishes to discuss. Finally, the Board of Director’s other committees each oversee certain aspects of risk management and report its respective findings to the Strategic Planning and Risk Assessment Committee or the full Board of Directors as appropriate.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Policies and Procedures

The Company’s Code of Ethics provides that the Company’s compliance officer (currently the Company’s General Counsel) must be fully informed of any proposed transaction between the Company, on the one hand, and any employee, officer or director, on the other, and must communicate the Company’s approval of any such transaction before the agreement or transaction can be commenced. Further, pursuant to Nasdaq Rule 5630(a), the Company’s Audit Committee (or another committee made up of independent directors) must review and have oversight over all transactions with related parties required to be disclosed under Securities and Exchange Commission (“SEC”) Regulation S-K, Item 404. “Related parties” include the Company’s directors, executive officers, and stockholders known by the Company to be the beneficial owner of more than five percent of the Company’s Common Stock, and their respective immediate families. The Company does not have formal written procedures to implement this policy, and instead the Audit Committee (or another committee made up of independent directors) reviews and, where appropriate approves, related party transactions on a case by case basis.

Related Party Transactions

There were no related party transactions entered into, or proposed, in 2013.2014.

DIRECTOR COMPENSATION

The following table shows the compensation of the Company’s Non-Employee Directors for services in all capacities to the Company in 2013. The table includes compensation of Messrs. Dubofsky and Goldberg, who tenures as directors concluded at the 2013 annual meeting of stockholders.2014. Information with respect to the compensation of Richard A. Horowitz, the Company’s Chairman, President and Chief Executive Officer and a director, is set forth in the “Summary Compensation Table” below.

Name of Director		Cash fees ($)(1)				Stock awards ($)(2)				Total compensation ($)				Cash fees ($)(1)				Stock awards ($)(2)				Total compensation ($)
Howard Brod Brownstein			35,500				5,961				41,461				35,500				4,948				40,448
Robert L. Dubofsky			6,167				-0-				6,167
Jeffrey D. Franklin			45,500				5,961				51,461				45,500				4,948				50,448
Alan I. Goldberg			4,167				-0-				4,167
Richard P. Randall			39,250				5,961				45,211				38,500				4,948				43,448
Kenneth M. Scheriff			31,500				5,961				37,461				31,500				4,948				36,448
Mitchell A. Solomon			30,500				5,961				36,461				30,500				4,948				35,448

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The Lead Independent Director received an additional $7,500 as an annual directorship fee. Upon initial election to the Board of Directors, each Non-Employee Director receives an option to purchase 2,000 shares of Common Stock.

Each Non-Employee Director received 666 restricted shares of Common Stock in November 2012, and May 2013 and itMay 2014. It is anticipated that an additional 6661,000 restricted shares will be granted to each Non-Employee Director in office following the Annual Meeting. The Company may consider changing the fees paid to the Company’s non-management directors and/or granting additional restricted stock, options or other forms of equity-based compensation to such directors. Directors who are also officers of the Company are not compensated for their duties as directors.

EXECUTIVE OFFICERS OF THE REGISTRANT

Set forth below is the name and age of each executive officer of the Company. The information set forth below is as of the record date.

Name		Age		Title
Richard A. Horowitz		6465		Chairman of the Board, President, Chief Executive Officer and Assistant Treasurer
Joseph A. Molino, Jr.		5051		Vice President, Chief Operating Officer, Chief Financial Officer, Secretary and Treasurer

Each of the foregoing Executive Officers was elected by the Board of Directors to serve until his successor is chosen and qualified.

Mr. Horowitz currently serves as an executive officer of the Company under the terms of an employment agreement expiring in December 2014. (See “Employment Agreement with Executive Officer”2018. This agreement and his previous employment agreement which was in effect in 2014 are discussed below.)

Mr. Molino has been Vice President and Chief Financial Officer of the Company since December 1997, and has served as Chief Operating Officer of the Company since May 2005. From July 1990 until November 1997, Mr. Molino was chief financial officer of several small private manufacturing and service companies. Mr. Molino currently serves as an executive officer of the Company under the terms of an employment agreement expiring in December 2017. This agreement and the Company’s severance agreement previously in effect with Mr. Molino are discussed below.

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EXECUTIVE COMPENSATION

The following table sets forth all compensation for 20132014 and 20122013 awarded to or earned by the Company’s Principal Executive Officer and Principal Financial Officer. We refer to these individuals collectively in this Proxy Statement as “named executive officers”.

Summary Compensation Table

Name and Principal Position		Year				Salary ($)				Bonus ($)(1)				Stock Awards ($)				Option Awards ($)(2)				Non-Equity Plan Compensation ($)(3)				All other Compensation ($)(4)(5)				Total ($)				Year				Salary ($)				Bonus ($)				Stock Awards ($)				Option Awards ($)(1)				Non-Equity Plan Compensation ($)(2)				All other Compensation ($)(3)(4)				Total ($)
Richard A. Horowitz Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)			2013				650,000				-0-				-0-				-0-				635,300				115,202				1,400,502				2014				700,000				-0-				-0-				-0-				732,900				147,790				1,580,690
			2012				650,000				1,882				-0-				-0-				822,890				107,564				1,582,336				2013				650,000				-0-				-0-				-0-				635,300				115,202				1,400,502
Richard A. Horowitz Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)
			2013				350,000				-0-				-0-				100,800				164,600				52,788				668,188				2014				375,000				-0-				-0-				-0-				153,000				52,459				580,459
			2012				350,000				1,882				-0-				162,000				157,500				52,056				723,438				2013				350,000				-0-				-0-				100,800				164,600				52,788				668,188
Joseph A. Molino, Jr. Vice President, Chief Operating Officer and Chief Financial Officer (Principal Financial Officer)

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OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 20132014

The following table set forth information regarding exercisable and unexercisable stock options held by each of the named executive officers on December 31, 2013.2014. There were no other options or unvested shares, units or other rights owned by the named executive officers as of December 31, 2013.2014.

		Option Awards
Name		Number of Securities Underlying Unexercized Options (#) Exercisable				Number of Securities Underlying Unexercized Options (#) Unexercisable				Option Exercise Price ($)				Option Expiration Date
Richard A. Horowitz Chairman of the Board, President and Chief (Principal Executive Officer)			75,188								8.06				7/9/2014
			25,000								11.20				6/18/2017
			145,000								4.16				6/23/2018
Joseph A. Molino, Jr. Vice President, Chief Operating Officer and Chief Financial Officer (Principal Financial Officer)			10,000								8.06				7/9/2014
			20,000								16.68				6/30/2015
			20,000								11.20				6/18/2017
			25,000								4.16				6/23/2018
			15,000								3.05				12/13/2020
			10,000								4.56				5/15/2021
							5,000	(1)			4.56				5/15/2021
			13,333								4.95				6/21/2022
							13,334	(2)			4.95				6/21/2022
							13,333	(3)			4.95				6/21/2022
							5,000	(4)			8.21				4/10/2023
							5,000	(5)			8.21				4/10/2023
							5,000	(6)			8.21				4/10/2023

		Option Awards
Name		Number of Securities Underlying Unexercized Options (#) Exercisable				Number of Securities Underlying Unexercized Options (#) Unexercisable				Option Exercise Price ($)				Option Expiration Date
Richard A. Horowitz Chairman of the Board, President and Chief (Principal Executive Officer)			25,000								11.20				6/18/2017
			145,000								4.16				6/23/2018
Joseph A. Molino, Jr. Vice President, Chief Operating Officer and Chief Financial Officer (Principal Financial Officer)
			20,000								16.68				6/30/2015
			20,000								11.20				6/18/2017
			25,000								4.16				6/23/2018
			15,000								3.05				12/13/2020
			15,000								4.56				5/15/2021
			26,667								4.95				6/21/2022
							13,333	(1)			4.95				6/21/2022
			5,000								8.21				4/10/2023
							5,000	(2)			8.21				4/10/2023
							5,000	(3)			8.21				4/10/2023

Option ExercisesOptions Exercised During 2014

During 2013, neither executive officer exercised any options to purchase shares of Common Stock.

Name		Number of Shares Acquired on Exercise				Value Realized on Exercise
Richard A. Horowitz			75,188			$	0	(1)
Joseph A. Molino, Jr,			10,000			$	0	(1)

Pension Benefits and Nonqualified Deferred Compensation

The named executive officers are covered by a Company-sponsored defined contribution retirement plan, which covers all eligible employees of the Company. In 2013,2014, the Company contributed $16,255$16,576 for each of Mr. Horowitz and Mr. Molino to such defined contribution retirement plan. In 2012,plan, and in 2013 the Company contributed $9,567 and $14,567, respectively,$16,255 for each of Mr. Horowitz and Mr. Molino to such defined contribution retirement plan. The named executive officers have no other reportable pension benefits provided by the Company and no nonqualified deferred compensation in 20132014 or 2012.2013.

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COMPENSATION PHILOSOPHY AND AGREEMENTS WITH NAMED EXECUTIVE OFFICERS

As a smaller reporting company, the Company has presented the information in this proxy statement in accordance with the scaled disclosure requirements permitted under applicable SEC regulations, and as such, the Company has not included a “compensation discussion and analysis”. However, the Company has providedis providing the following section of the proxy statement in order to provide stockholders with a better understanding of the Company’s compensation philosophy, agreements and agreementscertain related matters with respect to its named executive officers.

The Company’s overall executive compensation philosophy is to align itsprovide compensation program with optimizingin a manner that will incentivize the executives in order to optimize stockholder value. To that end, the program is designed to recognize successful operating performance and to attract, retain and motivate the executive talent essential to the Company’s financial success. Consistent with this philosophy, the Compensation Committee is guided by the following objectives when administering the Company’s overall compensation program:

In furtherance of these objectives, the following considerations underlie the Compensation Committee’s determination with respect to the following principal elements of compensation for the officers of the Company, including its named executive officers and its operating subsidiaries:subsidiaries’ officers:

Base Salary.  Individual salary determinations should be based upon the officer’s qualifications, experience and performance.

Annual Cash Incentives.  Executives should have a portion of their total cash compensation at risk, contingent upon meeting specific Company objectives, in order to further align the interests of the executives with the stockholders. To that end, executives are only rewarded with cash bonuses to the extent stated objectives are achieved or exceeded.

Long-Term Equity-Based Awards.  Where and when appropriate, executives who are critical to the Company’s long-term success including the named executive officers should participate in long-term incentive opportunities that link a portion of their total compensation to stockholder value.

Retirement Plans and Other Benefits.  Executives should be eligible to participate in the Company’s benefit programs, such as life and health insurance and retirement plans as well as other benefits at a level consistent with Company policy, prevailing law and current regulations.

Total compensation is intended to correlate to the Company’s profitability and growth, which in turn enhances the Company’s stockholder value.

In 2013,2014, the Compensation Committee engaged Steven Hall & Partners, LLC, an independent third-party compensation consultant, to assist it with determining the level and composition of compensation for the named executive offers. The Compensation Committee also engaged separate legal counsel during 20132014 with regard to certain compensation-related legal matters.

Overview of 20132014 Executive Compensation

As discussed in greater detail below, the 2013Richard A. Horowitz.  The 2014 compensation for Richard A. Horowitz, the Company’s President, Chief Executive Officer and Chairman of the Board, was governed by an executive employment agreement between the Company and Mr. Horowitz which was entered into as of January 1, 2012, followingand amended as of January 1, 2014 (the “2012 Horowitz Employment Agreement”). Pursuant to the completion of2014 amendment to the prior executive employment agreement between2012 Horowitz Employment Agreement, the Company and Mr. Horowitz. The new employment agreement2012 Horowitz Employment Agreement contained, among other provisions, an annual rate of base salary of $650,000. It also provided$700,000 and the opportunity for Mr. Horowitz to receive a contingent bonus under the Company’s Executive 162(m) Bonus Plan based on Company performance with a target of 50%55% of his base salary if the performance target was achieved, with a maximum bonus of 150%165% of his base salary. The criteria

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for the 20132014 bonus, which was set by the Compensation Committee in March 2013,2014, was based on achievement of certain target levels of Company

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Mr. Horowitz will be eligible for an annual incentive payment in accordance with the terms and conditions of the 162(m) Bonus Plan (or successor plan) with performance goals to be set by the Compensation Committee in its sole discretion (after discussions with Mr. Horowitz), with a target of 55% of his then-current base salary, and a maximum bonus based on exceeding performance targets as established by the Compensation Committee of 165% of his then-current base salary. The Compensation Committee may reduce the percentage of the target bonus and the maximum bonus and apply such target amount to a long-term cash or equity incentive plan award. Mr. Horowitz will also receive (i) senior executive level employee benefits, (ii) continuation of the annual payment, through 2016, of approximately $45,000 to cover premiums on a life insurance policy, (iii) a Company-provided automobile and the payment of certain related expenses and (iv) payment and/or reimbursement of certain legal and consultants’ fees in connection with the Horowitz Employment Agreement. Mr. Horowitz received no equity grants in connection with the Horowitz Employment Agreement.

In the event Mr. Horowitz’s employment is terminated by the Company without Cause (as defined in the future.Horowitz Employment Agreement), or Mr. Horowitz resigns for Good Reason (as defined in the Horowitz Employment Agreement), then subject to his execution of a general release, (i) he will continue to receive his base salary for 20 months, (ii) he will receive a pro rata bonus for the year of termination (the “Pro Rata Bonus”), and (iii) the Company will pay him monthly an amount equal to the difference in his COBRA premium and the active employee contribution for medical coverage until the earlier of (a) 18 months from the date of termination, (b) his becoming eligible for medical benefits from a subsequent employer, or (c) his becoming ineligible for COBRA.

In the event Mr. Horowitz’s employment is terminated by the Company without Cause or he resigns for Good Reason within two years following a 409A Change in Control (as defined in the Horowitz Agreement), then subject to his execution of a general release, he will receive the amounts set forth in the previous paragraph; provided, that he will receive the base salary severance payment set forth in clause (i) of the previous paragraph in a lump sum rather than in installments. Notwithstanding the foregoing, in the event an Excise Tax (as defined in the Horowitz Employment Agreement) would otherwise be incurred by Mr. Horowitz, amounts paid to Mr. Horowitz upon a Change in Control will be reduced to 2.99 times his “base amount” (as determined in accordance with Section 280G of the Internal Revenue Code).

Pursuant to the Horowitz Employment Agreement, during term of his employment and for a period of twelve months after termination of his employment, Mr. Horowitz is prohibited from (i) competing with the Company, (ii) soliciting or hiring the Company’s employees, representatives or agents, or (iii) soliciting any of the Company’s customers. The Horowitz Employment Agreement also prohibits Mr. Horowitz from using or disclosing any of the Company’s non-public, proprietary or confidential information.

Molino Employment Agreement.  On April 2, 2015, the Company and Mr. Molino entered into an Executive Employment Agreement (the “Molino Employment Agreement”), effective as of January 1, 2015, which agreement was approved by the Compensation Committee following the earlier review of the material proposed terms of the arrangement by the independent directors of the Board. The Company had no previous employment agreement with Mr. Molino; however, the Company’s Severance Agreement with Mr. Molino expired on December 31, 2014.

The Compensation Committee approved the terms of the Molino Employment Agreement after a process in which it and the independent directors of the Board evaluated Mr. Molino’s performance, Mr. Molino’s value to the Company and appropriate market comparables. In doing so, the Compensation Committee utilized the services of Steven Hall & Partners, an independent compensation consulting firm, as well as the services of special legal counsel to the Compensation Committee.

The Molino Employment Agreement provides for Mr. Molino to serve as the Company’s Vice President, Chief Operating Officer and Chief Financial Officer; provided, that prior to a Change in Control (as defined in the Molino Employment Agreement), 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. The term of the Molino Employment Agreement expires on December 31, 2017, unless sooner terminated pursuant to the provisions of the Molino Employment Agreement. Pursuant to the Molino Employment Agreement, Mr. Molino will receive a minimum annual base salary of $375,000. Mr. Molino’s base salary will be reviewed annually by the Board

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of Directors (or a committee thereof) and may be increased, but not decreased, from time to time. Mr. Molino will be eligible for an annual incentive payment in accordance with the terms and conditions of the 162(m) Bonus Plan (or a successor plan) with performance goals to be set by the Compensation Committee of the Board (the “Compensation Committee”) in its sole discretion, with a target of 35% of his then-current base salary, and a maximum bonus based on exceeding performance targets as established by the Compensation Committee of 58% of his then-current base salary. Mr. Molino will also receive (i) senior executive level employee benefits, (ii) a Company-provided automobile and the payment of certain related expenses and (iii) payment and/or reimbursement of legal fees of up to $5,000 in connection with the Molino Employment Agreement.

In the event Mr. Molino’s employment is terminated by the Company without Cause (as defined in the Molino Employment Agreement), or Mr. Molino resigns for Good Reason (as defined in the Molino Employment Agreement), he will receive all accrued amounts of base salary, unpaid bonuses for the prior year, unreimbursed expenses and amounts due under benefits plans in accordance with their terms and, subject to his execution of a general release, (i) he will continue to receive his base salary for 12 months, (ii) he will receive a pro rata bonus for the year of termination, and (iii) the Company will pay him monthly an amount equal to the difference in his COBRA premium and the active employee contribution for medical coverage until the earlier of (a) 18 months from the date of termination, (b) his becoming eligible for medical benefits from a subsequent employer, or (c) his becoming ineligible for COBRA.

In the event Mr. Molino’s employment is terminated by the Company without Cause or he resigns for Good Reason within two years following a Change in Control, then subject to his execution of a general release, he will receive the amounts set forth in the previous paragraph in addition to a lump sum amount equal to his target annual bonus for the fiscal year in which his termination occurs; provided, that the COBRA Payments set forth in clause (iii)(a) of the previous paragraph shall extend for up to 12 months from the date of termination rather than up to 18 months from the date of termination; and provided further, that in the event of a 409A Change in Control (as defined in the Molino Employment Agreement) he will receive the base salary severance payment set forth in clause (i) of the previous paragraph in a lump sum rather than in installments. Notwithstanding the foregoing, in the event an Excise Tax (as defined in the Molino Employment Agreement) would otherwise be incurred by Mr. Molino, amounts paid to Mr. Molino upon a Change in Control will be reduced to 2.99 times his “base amount” (as determined in accordance with Sections 280G of the Internal Revenue Code of 1986, as amended).

Pursuant to the Molino Employment Agreement, during the term of his employment and for a period of twelve months after termination of his employment, Mr. Molino is prohibited from (i) competing with the Company, (ii) soliciting or hiring the Company’s employees, representatives or agents, or (iii) soliciting any of the Company’s customers. The Molino Employment Agreement also prohibits Mr. Molino from using or disclosing any of the Company’s non-public, proprietary or confidential information.

In connection with entering into the Molino Employment Agreement, on April 2, 2015 the Company granted 2,500 shares of restricted stock of the Company (the “Restricted Stock”) to Mr. Molino under a Restricted Stock Agreement pursuant to the Company’s 2012 Stock Incentive Plan (the “2012 Stock Plan”), which shall vest as to one-third on each of the first, second and third anniversaries of the date of grant, subject to accelerated vesting upon Mr. Molino’s death, termination due to disability or upon a Change in Control (as defined in the 2012 Stock Plan).

Employment AgreementAgreements with Named Executive OfficerOfficers in Effect in 2014

2012 Horowitz Employment Agreement.  On December 29, 2011, the Company and Richard A. Horowitz entered into an executive employment agreement (the “Employment Agreement”),the 2012 Horowitz Employment Agreement, effective as of January 1, 2012. The 2012 Horowitz Employment Agreement providesprovided for Mr. Horowitz to serve as the Company’s President and Chief Executive Officer and, if elected by the Board, Chairman of the Board, for a term expiring on December 31, 2014, unless sooner terminated pursuant to the provisions of the 2012 Horowitz Employment Agreement. Pursuant to the 2012 Horowitz Employment Agreement, Mr. Horowitz will receivereceived a minimum annual base salary of $650,000. Mr. Horowitz’s base salary will bewas reviewed annually by the Board of Directors and may becould have been increased, but not decreased, from time to time. Pursuant to a 2014 amendment to the 2012 Horowitz Employment Agreement, the Compensation Committee increased Mr. Horowitz’s annual base salary rate to

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$700,000 as of January 1, 2014. Mr. Horowitz will bewas eligible for an annual incentive payment in accordance with the terms and conditions of the Company’s162(m) Bonus Plan (as defined in the Employment Agreement)(or a successor plan) with performance goals to be set by the Compensation Committee in its sole discretion (after discussions with Mr. Horowitz), with a target of 50% of his then-current base salary, and a maximum bonus based on exceeding performance targets as established by the Compensation Committee of 150% of his then-current base salary. Beginning in 2013,Pursuant to the Compensation Committee would have been permitted to reduce the percentage of2014 amendment, the target bonus and the maximum bonus amounts were increased to 55% and apply such target amount to a long-term cash or equity incentive plan award.165%, respectively, for 2014.

The 2012 Horowitz Employment Agreement further providesprovided that Mr. Horowitz willwould also receive (i) senior executive level employee benefits, (ii) continuation of the annual payment of approximately $45,000 relating to cover premiums on a life insurance policy, (iii) a Company-provided automobile and the payment of certain related expenses and (iv) payment and/or reimbursement of certain legal and consultants’ fees. Mr. Horowitz received no equity grants in connection with the 2012 Horowitz Employment Agreement.

In the event Mr. Horowitz’s employment is terminated by the Company without Cause (as defined in the 2012 Horowitz Employment Agreement), or Mr. Horowitz resigns for Good Reason (as defined in the 2012 Horowitz Employment Agreement), then subject to his execution of a general release, (i) he willwould continue to receive his base salary for 18 months, (ii) he willwould receive a pro rata bonus for the year of termination, (the “Pro Rata Bonus”), and (iii) the Company willwould pay him monthly an amount equal to the difference in his COBRA premium and the active employee contribution for medical coverage until the earlier of (a) 18 months from the date of termination, (b) his becoming eligible for medical benefits from a subsequent employer, or (c) his becoming ineligible for COBRA. In the event Mr. Horowitz’s employment is terminated by the Company without Cause or he resigns for Good Reason within two years following a Change in Control (as defined in the 2012 Horowitz Employment Agreement) or, under certain circumstances, within six months prior to a Change in Control, then he will receive the amounts set forth in the previous paragraph either in whole or in part in a lump sum, subject to his execution of a general release. Notwithstanding the foregoing, in the event an Excise Tax (as defined in the 2012 Horowitz Employment Agreement) would otherwise be incurred

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Amount either in whole or in part in a lump sum depending on whether the Change in Control constitutes a “change in control event” within the meaning of Section 409A of the Internal Revenue Code, (ii) he willwould receive an amount equal to his target annual bonus for the fiscal year such termination occurs, and (iii) the Company willwould pay him monthly an amount equal to the difference in his COBRA premium and the active employee contribution for medical coverage until the earlier of (a) 12 months from the date of termination, (b) his becoming eligible for medical benefits from a subsequent employer, or (c) his becoming ineligible for COBRA. Notwithstanding the foregoing, in the event an Excise Tax (as defined in the Severance Agreement) would otherwise be incurred by Mr. Molino, amounts paid to Mr. Molino upon a Change in Control will be reduced to 2.99 times his “base amount” (as determined in accordance with Sections 280G of the Internal Revenue Code).

In the event of a termination of Mr. Molino’s employment due to his death or by the Company due to his disability (i) he willwould receive a pro rata bonus for the year of termination and (ii) the Company willwould pay him or his estate monthly an amount equal to the difference in his COBRA premium and the active employee contribution for medical coverage until the earlier of (a) one year from the date of termination, (b) Mr. Molino or his dependents becoming ineligible for COBRA or (c) in the case of a termination due to disability, his ceasing to have a physical or mental disability that would prevent him from performing his material duties for the Company.

Pursuant to the Severance Agreement, during the term of his employment and for a period of twelve months after termination of his employment, Mr. Molino iswas prohibited from (i) competing with the Company, (ii) soliciting or hiring the Company’s employees, representatives or agents, or (iii) soliciting any of the Company’s customers. The Severance Agreement also prohibitsprohibited Mr. Molino from using or disclosing any of the Company’s non-public, proprietary or confidential information.

2014Post-2014 Executive Compensation Matters

In March 2014,2015, the Compensation Committee acting on behalf of the Company in applying the Company’s executive compensation philosophy, modified certain terms of the Employment Agreement: (i) the Compensation Committee increased Mr. Horowitz’s annual rate of base salary from $650,000 to $700,000 effective as of January 1, 2014 and (ii) with respect to the potential 2014 bonus pursuant to the Company’s Executive 162(m) Bonus Plan, the Compensation Committee increased the target from 50% of Mr. Horowitz’s then-current base salary to 55% of his current base salary, and the maximum bonus based on exceeding performance targets was increased from 150% of his then-current base salary to 165% of his current base salary. The Compensation Committee agreed to such modifications because among other factors, under Mr. Horowitz’s stewardship, since the beginning of the term of the Employment Agreement, the Company has experienced considerable revenue growth, profitability and liquidity.

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Stock Incentive Plans

The Company’s 2012 Stock Incentive Plan provides that unless otherwise determined by the Compensation Committee at the time of grant, awards subject to vesting and/or restrictions will not accelerate and vest or cause the lapse of restrictions upon a change in control (as defined in the 2012 Stock Incentive Plan). Instead, such awards will be, in the discretion of the Compensation Committee, either (i) assumed and continued or substituted in accordance with applicable law; (ii) purchased by the Company for an amount equal to the excess of the price of the Company’s Common Stock paid in a change in control over the exercise price of the award(s) (such purchase price not to exceed the fair market value of the Common Stock at the time of purchase), or (iii) cancelled if the price of the Common stock paid in a change in control is less than the exercise price of the award. The Committee may also, in its sole discretion, provide for accelerated vesting or lapse of restrictions of an award at any time.

In the event of a merger or consolidation in which the Company is not the surviving corporation or in the event of a transaction that results in the acquisition of all or substantially all of the Company’s Common Stock or assets, the Compensation Committee may elect to terminate all outstanding exercisable awards granted under the 2012 Stock Incentive Plan, provided that during the period from notification of such termination to the date of consummation of the relevant transaction (which must be at least 20 days) each participant shall have the right to exercise all of his or her exercisable awards in full (without regard to any restrictions on exercisability), contingent on the consummation of such transaction.

The Company’s 2002 Stock Incentive Plan provides that in the event of a change in control, notwithstanding any vesting schedule with respect to an award of options or restricted stock, such option shall

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AUDIT COMMITTEE REPORT*

The Audit Committee of the Board of Directors of P&F Industries, Inc. is composed of three independent directors appointed by the Board of Directors (each of whom is independent under NASDAQ and applicable SEC rules) and operates under a written charter adopted by the Board of Directors on March 9, 2004. During 20132014 and as of the record date, the members of such committee were Messrs. Franklin (Chairman), Brownstein and Randall. Management is responsible for the Company’s internal accounting and financial controls, the financial reporting process and the internal audit function. The Company’s independent registered public accountants are responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”) and for issuing a report thereon. The Audit Committee’s responsibility is to monitor and oversee these processes and report its findings to the Board of Directors.

In this context, the Audit Committee has met and held discussions separately, and jointly, with each of management and the Company’s independent registered public accountants. Management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America, and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent registered public accountants. The Audit Committee discussed with the independent registered public accountants matters required to be discussed under PCAOB standards. The independent registered public accountants have provided to the Audit Committee the written disclosures and the letter required by the applicable requirements of the PCAOB regarding the independent registered public accountants’ communications with the Audit Committee concerning independence, and the Audit Committee has discussed with the independent registered public accountants such registered public accountants’ independence. The Audit Committee has concluded that the independent registered public accountants’ provision of audit and non-audit services to the Company is compatible with such registered public accountants’ independence.

Based on the Audit Committee’s discussion with management and the independent registered public accountants, and the Audit Committee’s review of the representation of management and the report of the independent registered public accountants to the Audit Committee, the Audit Committee recommended that the Board of Directors include the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 20132014 filed with the SEC.

Members of the Audit Committee

Jeffrey D. Franklin (Chairman)
Howard Brod Brownstein
Richard P. Randall

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PROPOSAL 2
 
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

The Audit Committee has appointed CohnReznick LLP (“CohnReznick”) as independent registered public accountants for the Company and its subsidiaries for the year 20142015 and has further directed that management submit the selection of independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. CohnReznick has audited the Company’s financial statements since 2008. Representatives of CohnReznick are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Neither the Company’s By-laws (as amended on January 14, 2013) (the “By-laws”) nor other governing documents or law require stockholder ratification of the appointment of CohnReznick as the Company’s independent registered public accounting firm. However, the Audit Committee seeks to have the appointment of CohnReznick ratified. If the stockholders fail to ratify the appointment, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of different independent registered public accountants at any time during the year if they determine that such a change would be in the best interests of the Company and its stockholders.

The following table sets forth the fees billed by CohnReznick for professional services for the fiscal years ended December 31, 20132014 and 2012.2013.

		2013				2012				2014				2013
Audit Fees		$	304,000			$	319,000			$	299,000			$	304,000
Audit-Related Fees			-0-				-0-				-0-				-0-
Tax Fees			-0-				-0-				-0-				-0-
All Other Fees		$	4,000				6,148				19,050				4,000
		$	308,000			$	325,148			$	318,050			$	308,000

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PROPOSAL 3
 
APPROVAL OF PERFORMANCE GOALS UNDER THE AMENDED AND
RESTATED 162(m) BONUS PLAN

Reason for Seeking Stockholder Approval

The 162(m) Bonus Plan is a bonus plan that was approved by the Company’s stockholders at the 2011 Annual Meeting, designed to provide certain executive officers and other designated employees with incentive compensation based upon the achievement of pre-established performance goals. Generally, Section 162(m) of the Internal Revenue Code places a limit on the deductibility for federal income tax purposes of the compensation paid to the Company’s Chief Executive Officer and certain other highly compensated executive officers. Under Section 162(m), compensation paid to such persons in excess of $1 million in a taxable year is not generally deductible. However, compensation that qualifies as “performance-based” under Section 162(m) does not count against the $1 million limitation.

One of the requirements of “performance-based” compensation for purposes of Section 162(m) is that the material terms of the performance goals under which compensation may be paid be disclosed to and approved by the Company’s stockholders. In addition, Section 162(m) provides that if the Company retains the authority to change the targets under a performance goal, then the Company must disclose the material terms of the performance goals to stockholders for re-approval every five years. In order to ensure that certain awards granted under the 162(m) Bonus Plan may continue to qualify as tax-deductible performance-based compensation under Section 162(m), the Company is seeking stockholder approval of the material terms of the performance goals under the 162(m) Bonus Plan. The proposed performance goals are set forth below under “Summary of the 162(m) Bonus Plan”.

The Board of Directors believes that it is in the best interests of the Company and its stockholders to enable the Company to continue to implement 162(m) Bonus Plan compensation arrangements that qualify as tax-deductible performance-based compensation. If the Company’s stockholders do not approve this proposal, then bonuses may continue to be awarded in accordance with the general terms of the 162(m) Bonus Plan, or otherwise, in which case, the only impact on the Company would be that some or all of the value of certain awards that are based on the achievement of one or more performance goals will no longer be deductible by the Company under the Internal Revenue Code as a result of the limitations imposed under Section 162(m).

The following summary describes the principal provisions of the 162(m) Bonus Plan, including the proposed performance goals. The summary does not purport to be complete and is qualified in its entirety by the full text of the 162(m) Bonus Plan, which has been attached asAppendix A to this Proxy Statement. The only proposed changes to the 162(m) Bonus Plan are minor changes to the performance goals as discussed herein. No other changes are being proposed.

Plan Administration

The 162(m) Bonus Plan is administered by the Compensation Committee. Each year, the Compensation Committee selects the key executives who will be eligible to receive awards, the target pay-out level and the performance targets. The Compensation Committee also certifies the level of attainment of performance targets.

Summary of the 162(m) Bonus Plan

Participants in the 162(m) Bonus Plan will be eligible to receive cash performance awards based on attainment by the Company and/or a subsidiary, division or other operational unit of the Company of specified performance goals to be established for each performance period by the Compensation Committee. The performance award will be payable as soon as administratively feasible in the next fiscal year following the end of the performance period with respect to which the payment relates, but only after the Compensation Committee certifies that the performance goals have been attained. The Compensation Committee has the right to reduce awards in their discretion even if the performance goals have been attained. Section 162(m) requires that performance awards be based upon objective performance measures. In March 2015, the Board of Directors approved, subject to stockholder approval at the Annual Meeting, the performance goals set forth below. These are identical to those adopted in 2011 and currently in effect other than the amended language highlighted(in italics) below, designed to clarify certain of the performance goals.

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The performance goals permissible under the 162(m) Bonus Plan will be based on one or more of the following business criteria with regard to the Company (or any subsidiary, division, other operational unit or administrative department of the Company) as specified by the Compensation Committee:

To the extent permitted under Section 162(m), the Compensation Committee may: (i) designate additional business criteria on which the performance goals may be based; or (ii) adjust, modify or amend the aforementioned business criteria.

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The maximum performance award payable to any individual for any performance period is $2,750,000. Each performance period will be a period of one year (fiscal or calendar) or less, as determined by the Board of Directors.

A participant and the Company may agree to defer all or a portion of a performance award in a written agreement executed prior to the beginning of the performance period to which the performance award relates in accordance with any deferred compensation program in effect applicable to such participant. Any deferred performance award will not increase (between the date on which it is credited to any deferred compensation program and the payment date) by an amount that would result in such deferral being deemed as an “increase in the amount of compensation” under Section 162(m). To the extent applicable, any deferral under the 162(m) Bonus Plan is intended to comply with the applicable requirements of Code Section 409A (and the regulations thereunder) and will be limited, construed and interpreted in a manner so as to comply therewith. Performance Awards may be paid in whole or in part in cash or shares of Common Stock, provided that any shares of Common Stock shall be used only if payment of such Common Stock is a permitted award under another plan maintained by the Company that was approved by the stockholders of the Company. Notwithstanding the foregoing, the Committee may provide for the payment of Performance Awards on a deferred basis (including payment in restricted shares of Common Stock), provided that any such payment be permitted under, and made in accordance with, Sections 162(m) and 409A and applicable law.

Term and Amendment of the 162(m) Bonus Plan

The 162(m) Bonus Plan may be amended or discontinued by the Board of Directors at any time. However, stockholder approval is required for an amendment that increases the maximum payment which may be made to any individual for any performance period above the award limits outlined above and specified in the Bonus Plan, materially alters the business criteria for performance goals set forth in the Bonus Plan, changes the class of eligible employees or otherwise requires stockholder approval under Section 162(m). In addition, the business criteria for performance goals under the Bonus Plan must be reapproved by the stockholders no later than the first stockholder meeting that occurs in the fifth year following the year in which stockholders previously approved the business criteria for performance goals.

The Bonus Plan is not subject to any of the requirements of the Employee Retirement Income Security Act of 1974, as amended, nor is it intended to be qualified under Code Section 401(a).

Required Vote

Approval of the material terms of the performance goals under the 162(m) Bonus Plan requires the affirmative vote of a majority of the total number of shares present in person or represented by proxy and entitled to vote on the matter. Abstentions and broker non-votes are counted towards a quorum, but will not effect the outcome of the vote.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” PROPOSAL 3.

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PROPOSAL 4

ADVISORY VOTE ON EXECUTIVE COMPENSATION

In accordance with legislation which has recently become effective as to companies of our size, and asAs required by Section 14A of the Securities and Exchange Act of 1934 (the “Exchange Act”), the Company is providing stockholders with an advisory (non-binding) vote on compensation programs for our named executive officers (sometimes referred to as “say on pay”). Accordingly, you may vote on the following resolution at the Annual Meeting:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation rules of the Securities and Exchange Commission, including the section captioned “Compensation Philosophy and Agreements with Named Executive Officers” as well as the compensation tables and narrative discussion, is hereby APPROVED.”

As described in greater detail under “Compensation Philosophy and Agreements with Named Executive Officers,” our compensation programs are designed to motivate our executives to create a successful company. We believe that our compensation program rewards sustained performance that is linked to long-term stockholder interests. Stockholders are encouraged to read the “Compensation Philosophy and Agreements with Named Executive Officers,” the accompanying compensation tables, and the related narrative disclosure included in this Proxy Statement.

Required Vote and Effect

This non-binding advisory vote on executive compensation will be considered approved by the affirmative vote of a majority of the total number of shares present in person or represented by proxy and entitled to vote on the matter. Abstentions will have the same effect as a vote against the matter and broker non-votes are counted towards a quorum, but will not affect the outcome of the vote. Although this vote is non-binding, the Board of Directors and the Compensation Committee, which is comprised of independent directors, expect to take into account the outcome of the vote when considering future executive compensation decisions to the extent they can determine the cause or causes of any significant negative voting results.

As described in greater detail under “Compensation Philosophy and Agreements with Named Executive Officers,” our compensation programs are designed to motivate our executives to create a successful company. We believe that our compensation program rewards sustained performance that is aligned with long-term stockholder interests. Stockholders are encouraged to read the “Compensation Philosophy and Agreements with Named Executive Officers,” the accompanying compensation tables, and the related narrative disclosure included in this Proxy Statement.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” PROPOSAL 3.4.

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STOCKHOLDER NOMINATIONS FOR BOARD OF DIRECTORS MEMBERSHIP AND
OTHER PROPOSALS FOR 2015THE 2016 ANNUAL MEETING

The submission deadline for stockholder proposals to be included in our proxy materials for the 20152016 Annual Meeting pursuant to Rule 14a-8 of the Exchange Act is December 26, 2014.January 1, 2016. All such proposals must be received by the Corporate Secretary at P&F Industries, Inc., 445 Broadhollow Road, Suite 100, New York 11747 by the required deadline and must comply with all other applicable legal requirements in order to be considered for inclusion in the Company’s 20152016 proxy materials. Any such proposal should be submitted by certified mail, return receipt requested, or other means, including electronic means, that allow the stockholder to prove the date of delivery.

The Company’s By-laws require that, for nominations of directors or other business to be properly brought before an annual meeting, advance written notice of such nomination or proposal for other business must be furnished to the Company. Such notice must contain certain information specified in the Company’s By-laws concerning the nominating or proposing stockholder and information concerning the nominee (if any) and, subject to certain conditions set forth in the By-laws, must be furnished by the stockholder (who must be entitled to vote at the meeting) to the Secretary of the Company, as the address set forth above, not more than 120 days nor less than 90 days in advance of the one year anniversary of the previous year’s annual meeting of stockholders; provided however, that, if the meeting is convened more than 30 days prior to or delayed by more than 30 days after the anniversary of the preceding year’s annual meeting, or if no annual meeting was held in the preceding year, notice by the Nominating Stockholder to be timely must so be received not later than the close of business on the later of (i) the 90^th day before such annual meeting or (ii) the 10^th day following the day on which public announcement of the date of such meeting is first made. In the case of the annual meeting to be held in 2015,2016, written notice of a nomination or proposal must be received no earlier than January 21, 20152016 and no later than February 20, 2015.2016. A copy of the applicable provisions of the By-laws may be obtained by any stockholder, without charge, upon written request to the Secretary of the Company at the address set forth below. The foregoing is a summary of the applicable provisions of the Company’s By-laws, which should be read in their entirety.

ANNUAL REPORT

Stockholders of record on April 11, 201410, 2015 will receive a copy of the Company’s 20132014 Annual Report, containing its Annual Report on Form 10-K for the fiscal year ended December 31, 20132014 (without exhibits), along with this Proxy Statement. You may also obtain copies of exhibits to the Form 10-K, but we may charge a reasonable fee to stockholders requesting such exhibits. If you would like copies of any of the exhibits to the Form 10-K, you should direct your request in writing to the Company at 445 Broadhollow Road, Suite 100, Melville, New York 11747, Attention: Corporate Secretary. Such Annual Report on Form 10-K, including exhibits, is also available free of charge on the SEC’s website atwww.sec.gov.

By order of the Board of Directors
JOSEPH A. MOLINO, JR.
Secretary

Date: April 25, 201430, 2015

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Appendix A

THE P&F INDUSTRIES, INC.

AMENDED AND RESTATED
EXECUTIVE 162(m) BONUS PLAN
(as amended March 26, 2015)

The purpose of this Plan is to attract, retain and motivate key executive employees by providing performance awards to designated key executive employees of the Company and its Subsidiaries beginning with the Company’s fiscal year 2012. This Amendment and Restatement of the Plan shall be effective upon the approval of the Plan by the stockholders of the Company in accordance with the laws of the State of Delaware.

Unless the context otherwise requires, the follow terms shall have the meanings set forth below:

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The Plan shall be administered by the Committee. The Committee shall have the exclusive authority and responsibility to: (i) interpret the Plan; (ii) approve the designation of eligible Participants; (iii) set the Performance Goals and Performance Period for Awards within the Plan guidelines; (iv) certify attainment of Performance Goals and other material terms; (v) reduce (but not increase) Awards as provided herein; (vi) authorize the payment of all benefits and expenses of the Plan as they become payable under the Plan; (vii) adopt, amend and rescind rules and regulations relating to the Plan; (viii) determine the timing and form of amounts to be paid out under the Plan and the conditions for payment thereof; and (ix) make all other determinations and take all other actions necessary or desirable for the Plan’s administration including, without limitation, correcting any defect, supplying any omission or reconciling any inconsistency in this Plan in the manner and to the extent it shall deem necessary to carry this Plan into effect, but only to the extent any such action would be permitted under Code Section 162(m).

Decisions of the Committee shall be made by a majority of its members. All decisions of the Committee on any question concerning the selection of Participants and the interpretation and administration of the Plan shall be final, conclusive and binding upon all parties. The Committee may rely on information, and consider recommendations, provided by the Board or the executive officers of the Company. The Plan is intended to comply with Code Section 162(m), and all provisions contained herein shall be limited, construed and interpreted in a manner to comply therewith. In addition, Payments under the Plan are intended to comply with or be exempt from Code Section 409A, and, to the maximum extent permitted, this Plan shall be construed and interpreted to be in compliance therewith or exempt therefrom.

No member of the Committee shall be liable for any action, omission, or determination relating to the Plan, and the Company shall indemnify and hold harmless each member of the Committee and each other director or employee of the Company or its affiliates to whom any duty or power relating to the administration or interpretation of the Plan has been delegated against any cost or expense (including counsel fees, which fees shall be paid as incurred) or liability (including any sum paid in settlement of a claim with the approval of the Committee) arising out of or in connection with any action, omission or determination relating to the Plan, unless, in each case, such action, omission or determination was taken or made by such member, director or employee in bad faith and without reasonable belief that it was in the best interests of the Company. The foregoing provisions are in addition to and shall not be deemed to limit or modify, any exculpatory rights or rights to indemnification or the advancement of expenses that any such persons may now or hereafter have, whether under the Company’s Amended By-laws, the General Corporation Law of the State of Delaware or otherwise.

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For each Participant for each Performance Period, the Committee may, in its sole discretion, specify an Individual Target Award. The Individual Target Award may be expressed, at the Committee’s discretion, as a fixed dollar amount, a percentage of base pay or total pay (excluding payments made under this Plan), or an amount determined pursuant to an objective formula or standard. Establishment of an Individual Target Award for an employee for a Performance Period shall not imply or require that the same level or any Individual Target Award be set for any subsequent Performance Period. At the time the Performance Goals are established (as provided in Section 6.2 below), the Committee shall prescribe a formula to determine the percentages (which, subject to Section 6.5 hereof, may be greater than one-hundred percent (100%)) of the Individual Target Award which may be payable based upon the degree of attainment of the Performance Goals during the Performance Period. Notwithstanding anything else herein, unless otherwise specified by the Committee with respect to an Individual Target Award, the Committee may, in its sole discretion, elect to pay a Participant an amount that is less than the Participant’s Individual Target Award (or attained percentage thereof) regardless of the degree of attainment of the Performance Goals; provided that no such discretion to reduce an Award earned based on achievement of the applicable Performance Goals shall be permitted for the Performance Period in which a Change in Control of the Company occurs, or during such Performance Period with regard to the prior Performance Period if the Awards for the prior Performance Period have not been made by the time of the Change in Control of the Company, with regard to individuals who were Participants at the time of the Change in Control of the Company.

6.1  Performance Awards.  Subject to Section 7 herein and further subject to the satisfaction of any conditions on payment imposed by the Committee, each Participant is eligible to receive up to the achieved percentage of their Individual Target Award for such Performance Period (or, subject to the last sentence of Section 5, such lesser amount as determined by the Committee in its sole discretion) based upon the attainment of the objective Performance Goals established pursuant to Section 6.2 and the formula established pursuant to Section 5. Except as specifically provided in Section 7, no Performance Award shall be made to a Participant for a Performance Period unless the minimum Performance Goals for such Performance Period are attained.

6.2  Performance Goals.  The Committee in its sole discretion shall establish the objective performance goals, formulae or standards and the Individual Target Award (if any) applicable to each Participant or class of Participants for a Performance Period in writing prior to the beginning of such Performance Period or at such later date as permitted under Code Section 162(m) and while the outcome of the Performance Goals are substantially uncertain. Such Performance Goals may incorporate, if and only to the extent permitted under Code Section 162(m), provisions for disregarding (or adjusting for) changes in accounting methods, corporate transactions (including, without limitation, dispositions and acquisitions); charges for restructurings, discontinued operations, extraordinary items, and other unusual or non-recurring items; and the cumulative effects of tax changes, each as defined by GAAP and/or identified in the Company’s financial statements, notes to the financial statements, management’s discussion and analysis, or other Securities and Exchange Commission filings, and other similar type of events or circumstances. To the extent any such provision would create impermissible discretion under Code Section 162(m) or otherwise violate Code Section 162(m), such provision shall be of no force or effect. These Performance Goals shall be based on one or more of the following criteria with regard to the Company as a whole or to any Subsidiary, division, other operational unit or administrative department of the Company, and shall be measured either on an absolute basis or relative to a pre-established target levels, to a previous period’s results, or to a designated comparison group, in each case as specified by the Committee: (i) the attainment of certain target levels of, or a specified increase in, enterprise value or value creation targets; (ii) the attainment of certain target levels of, or a percentage increase in after-tax or pre-tax profits (as measured by net profit, operating profit, economic profit, profit margins, or other profit measures), including without limitation that attributable to continuing and/or other operations; (iii) the attainment of certain target levels of, or a specified increase in, cash flow (including operational cash flow or free cash flow); (iv) the attainment of a certain level of reduction of, or other specified objectives with regard to limiting the level of increase in all or a portion of, the Company’s bank debt or other long-term or short-term public or private debt or other similar financial obligations of the

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Company, which may be calculated net of cash balances and/or other offsets and adjustments as may be established by the Committee; (v) the attainment of certain target levels of, or a specified percentage increase in, earnings per share or earnings per share from continuing operations or any other measurement of earnings set forth elsewhere in these Performance Goals on a per share basis; (vi) the attainment of certain target levels of, or a specified percentage increase in, net sales, revenues (on an absolute basis or adjusted for currency effects), net income or earnings (which may include earnings before taxes; earnings before interest and taxes; earnings before interest, taxes, depreciation and amortization; and net earnings, and may be determined in accordance with GAAP or adjusted to exclude any or all GAAP items); (vii) the attainment of certain target levels of, or a specified increase in, return on capital employed (including, without limitation, return on invested capital, return on committed capital or return on assets); (viii) the attainment of certain target levels of, or a percentage increase in, after-tax or pre-tax return on stockholder equity; (ix) the attainment of certain target levels of, or a percentage increase in, market share; (x) the attainment of certain target levels of, or a percentage increase in, the fair market value of the shares of the Company’s common stock; (xi) the growth in the value of an investment in the Company’s common stock assuming the reinvestment of dividends; (xii) the attainment of a certain level of, reduction of, or other specified objectives with regard to limiting the level of or increase in, all or a portion of controllable expenses or costs or other expenses or costs; (xiii) the attainment of certain target levels of, or a specified increase in, customer service measures or indices; (xiv) the attainment of certain target levels of, or a specified increase in, economic value added targets based on a cash flow return on investment formula; or (xv) the attainment of objective operating goals.

In addition, such Performance Goals may be based upon the attainment of specified levels of Company (or Subsidiary, division, other operational unit or administrative department of the Company) performance under one or more of the measures described above relative to the performance of other corporations. To the extent permitted under Code Section 162(m), but only to the extent permitted under Code Section 162(m) (including, without limitation, compliance with any requirements for stockholder approval), the Committee may: (i) designate additional business criteria on which the Performance Goals may be based or (ii) adjust, modify or amend the aforementioned business criteria (including, but not limited to, amendments reflecting prevailing accounting standards used in the Company’s financial statements, management’s discussion and analysis, or other Securities and Exchange Commission filings (including its regular reports on Forms 10-K and 10-Q)).

6.3  Except as otherwise provided herein, the measures used in Performance Goals set under the Plan shall be determined in accordance with generally accepted accounting principles (“GAAP”) and in a manner consistent with the methods used and/or identified in the Company’s financial statements, notes to the financial statements, management’s discussion and analysis, or other Securities and Exchange Commission filings (including its regular reports on Forms 10-K and 10-Q).

6.4  To the extent any objective Performance Goals are expressed using any measures that require deviations from GAAP, such deviations shall be at the discretion of the Committee as exercised at the time the Performance Goals are set.

6.5  Maximum Performance Award.  The maximum Performance Award payable to a Participant with respect to any one Plan Year in a Performance Period shall not exceed $2,750,000.

6.6  Payment Date; Committee Certification.  Performance Awards will be paid as soon as administratively feasible in the fiscal year after the fiscal year in which the Performance Period in which they are earned is completed, but not before the Committee certifies in writing that the Performance Goals specified pursuant to Section 6.2 (except to the extent permitted under Code Section 162(m) and provided in Section 7 with regard to death, disability or Change in Control of the Company) were, in fact, satisfied, except as may otherwise be agreed by a Participant and the Company in a written agreement executed prior to the beginning of the Performance Period to which the Performance Award relates, or such later period permitted under Code Section 409A as may be specified by the Committee, in each case, in accordance with any deferred compensation program, if any, in effect applicable to such Participant. The Committee shall use its reasonable business efforts to make a determination with regard to satisfaction of the Performance Goals within two and one-half (2½) months after the end of each Performance Period. Any Performance Award deferred by a Participant shall not increase (between the date on which the Performance Award is credited to

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any deferred compensation program applicable to such Participant and the payment date) by an amount that would result in such deferral being deemed as an “increase in the amount of compensation” under Code Section 162(m). The Committee may provide, prior to the beginning of the Performance Period or such later period as may be specified by the Committee within the time permitted under and in accordance with Code Section 409A with respect to deferrals of “performance-based compensation” (within the meaning of Code Section 409A) or otherwise, that payment of any Performance Award shall be deferred and may place such additional conditions (including restrictions as to vesting and/or transferability) on payment thereof as it shall determine in its sole discretion, provided that such additional conditions are permitted under, and made in accordance with, Code Sections 162(m) and 409A and applicable law. The Participant shall have no right to receive payment of any deferred amount until he or she has a right to receive such amount under the terms of the applicable deferred compensation program. To the extent applicable, any deferral under this section is intended to comply with the applicable requirements of Code Sections 162(m) and 409A (and the regulations thereunder) and shall be limited, construed and interpreted in a manner so as to comply therewith.

6.7  FORM OF PAYMENT. In the sole discretion of the Committee, Performance Awards may be paid in whole or in part in cash or Common Stock, provided that any Common Stock shall be used only if payment of such Common Stock is a permitted award under another plan maintained by the Company that was approved by the stockholders of the Company. Notwithstanding the foregoing, the Committee may provide for the payment of Performance Awards on a deferred basis (including payment in restricted shares of Common Stock), provided that any such payment be permitted under, and made in accordance with, Code Sections 162(m) and 409A and applicable law.

No Award shall be made to any Participant who is not an active employee of the Company or one of its Subsidiaries or affiliates on the date Awards for the Performance Period are generally paid to Participants; provided, however, that the Committee, in its sole and absolute discretion, may make Awards to Participants for a Performance Period in circumstances that the Committee deems appropriate including, but not limited to, a Participant’s death, disability, retirement or other termination of employment during such Performance Period and the Committee shall be required to make at least a pro-rata Award through the date of a Change in Control of the Company to each Participant who is a Participant at the time of such Change in Control of the Company. All such Awards shall be based on achievement of the Performance Goals for the Performance Period, except that, to the extent permitted under Code Section 162(m), in the case of death, disability or Change in Control of the Company during the Performance Period (or such other termination situations as permitted under Code Section 162(m)) an amount equal to or less than the Individual Target Awards may be made by the Committee either during or after the Performance Period without regard to actual achievement of the Performance Goals. Furthermore, upon a Code Section 409A Change in Control of the Company the Committee may, in its sole discretion but only to the extent permitted under Code Section 162(m), make an award (payable immediately) equal to a pro-rata portion (through the date of the Code Section 409A Change in Control of the Company) of the Individual Target Award payable upon achieving, but not surpassing, the Performance Goals for the relevant Performance Period. Any such immediate pro-rata payment shall reduce any other Award made for such Performance Period under this Plan by the amount of the pro-rata payment.

No Award under this Plan nor any right or benefit under this Plan shall be subject to anticipation, alienation, sale, assignment, pledge, encumbrance, garnishment, execution or levy of any kind or charge, and any attempt to anticipate, alienate, sell, assign, pledge, encumber and to the extent permitted by applicable law, charge, garnish, execute upon or levy upon the same shall be void and shall not be recognized or given effect by the Company.

Nothing in the Plan or in any notice of award pursuant to the Plan shall confer upon any person the right to continue in the employment of the Company or one of its Subsidiaries or affiliates nor affect the right of the Company or any of its Subsidiaries or affiliates to terminate the employment of any Participant.

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The Board (or a duly authorized committee thereof) may, in its sole and absolute discretion, amend, suspend or terminate the Plan or adopt a new plan in place of this Plan at any time; provided, that no such amendment shall, without the prior approval of the stockholders of the Company entitled to vote thereon in accordance with the laws of the State of Delaware to the extent required under Code Section 162(m): (i) materially alter the Performance Goals as set forth in Section 6.2; (ii) increase the maximum amount set forth in Section 6.5; (iii) change the class of eligible employees set forth in Section 4(a); or (iv) implement any change to a provision of the Plan requiring stockholder approval in order for the Plan to continue to comply with the requirements of Code Section 162(m). Furthermore, no amendment, suspension or termination shall, without the consent of the Participant, alter or impair a Participant’s right to receive payment of an Award for a Performance Period otherwise payable hereunder. In addition, no Award shall be granted based on the Performance Goals established on or after the first stockholder meeting that occurs in the fifth year following the year in which the stockholders previously approved or reapproved the Performance Goals, unless the stockholders reapprove the Performance Goals on or before such stockholder meeting. Notwithstanding anything herein to the contrary, the Board (or a duly authorized committee thereof) may at any time and from time to time amend, in whole or in part (but only to the extent permitted under Code Section 162(m)), any or all of the provisions of this Plan to comply with or be exempt from Code Section 409A and the regulations thereunder or any other applicable law without Participant consent.

In the event that any one or more of the provisions contained in the Plan shall, for any reason, be held to be invalid, illegal or unenforceable, in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of the Plan and the Plan shall be construed as if such invalid, illegal or unenforceable provisions had never been contained therein.

The Company shall have the right to make such provisions as it deems necessary or appropriate to satisfy any obligations it may have to withhold federal, state or local income or other taxes incurred by reason of payments pursuant to the Plan.

This Plan and any amendments thereto shall be construed, administered, and governed in all respects in accordance with the laws of the State of Delaware (regardless of the law that might otherwise govern under applicable principles of conflict of laws).

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Exhibit A

A Change in Control of the Company shall, unless the Board otherwise directs by resolution adopted prior thereto or, in the case of a particular Award, the applicable award agreement states otherwise, be deemed to occur if:

As used herein, “Founder” means Richard A. Horowitz and any of his affiliates.

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