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the Company’s website at www.rfindustries.com.  The Company intends to disclose any amendments to the Code by posting
            such amendments on its website. In addition, any waivers of the Code for directors or executive officers of the Company will
            be disclosed in a report on Form 8-K.


                                      COMPENSATION OF EXECUTIVES AND DIRECTORS


            Summary Compensation Discussion and Analysis
               Because the Company is a “smaller reporting company” as defined by the rules of the Securities and Exchange Commis-
            sion, the Company is not required to provide a compensation discussion and analysis in this Proxy Statement. Nevertheless,
            this Summary Compensation Discussion and Analysis is provided in order to address the aspects of the Company’s
            compensation programs and explain the Company’s compensation philosophy, policies, and practices with respect to the
            Named Executive Officers that are listed in the “Executive Compensation” section below. During fiscal 2016, these individuals
            were: Johnny Walker, who served as President and Chief Executive Officer during fiscal 2016 until his resignation on October
            28, 2016 and Mark Turfler, the Company’s Chief Financial Officer in fiscal 2016.  Until January 22, 2015, Mr. Hill was the
            Company’s Chief Executive Officer.  Mr. Hill served as this Company’s Chief Operating Officer until he announced that he
            was taking a medical leave of absence effective April 6, 2015.  Mr. Hill retired as an employee of the Company on April 7,
            2016, but continued to serve on the Company’s Board of Directors. On October 31, 2016, Mr. Hill assumed the position of
            interim President and Chief Executive Officer of the Company until July 17, 2017, the date that his successor, Robert Dawson,
            assumed the duties of President and Chief Executive Officer.

               The Company’s compensation program currently is designed to recruit and retain as executive officers individuals
            with the highest capacity to develop, grow and manage our business, and to align their compensation with the Company’s
            short-term and long-term goals. To do this, the compensation program for executive officers is made up of the following
            main components: (i) base salary, designed to compensate our executive officers for work performed during the fiscal year;
            (ii) year-end cash incentive programs, designed to reward the executive officers for achieving yearly performance goals and
            for their individual performances during the fiscal year; and (iii) equity-based awards, meant to align the executive officers’
            interests with the interests of the Company’s stockholders.
               The Board has appointed a Compensation Committee, which consists of Messrs. Fink, Reynolds and Benoit, to assist
            the Board in discharging its responsibilities relating to compensation matters, including matters relating to compensation
            programs for directors and executive officers.  The Board of Directors believes that each member of the Compensation
            Committee is an “independent” director as defined by the listing standards of The Nasdaq Stock Market. The Compensation
            Committee has overall responsibility for evaluating and recommending compensation plans, policies and programs, and
            compensation and benefits of the Named Executive Officers.
               The Compensation Committee attempts to structure the total compensation for the Company’s Named Executive Officers
            to provide a guaranteed amount of cash compensation in the form of competitive base salaries, while also providing a mean-
            ingful amount of annual cash compensation in the form of annual bonuses that is at risk and dependent on our performance
            and individual performances of the executives.  The Company also seeks to provide a portion of total compensation in the
            form of equity-based awards under the Company’s stock option plan in order to align the long-term interests of executives
            with those of our stockholders and for retention purposes. Historically, the Company has made larger grants of stock options
            to the Named Executive Officers and other key officers and employees at the time that the officers/key employees first join the
            Company, which options vest over a longer period of time (often up to nine years).  These option grants are supplemented by
            smaller, annual options grants that are similar to the option grants made to other officers and key employees.

               Base salaries for our executive officers are determined by an assessment of the Company’s overall financial and operating
            performance, each executive officer’s experience, duties, responsibilities, performance evaluation and changes in his or her
            responsibilities.  The Company seeks to establish annual base salaries that are fair and competitive with salaries for executive
            officers in similar positions and with similar responsibilities in the Company’s marketplace. The annual base salaries are
            supplemented with year-end cash bonuses that are based on both quantitative metrics (including non-GAAP financial
            measures such as EBITDA) and subjective criteria (such as the development and execution of specified strategic plans to
            divest the Company of non-performing divisions or to acquire other companies or lines of business, the exercise of leadership,



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