Unassociated Document


    AMENDMENT
      NO. 1 

    TO
      THE GRIFFON CORPORATION AMENDED AND 

    RESTATED
      SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

     

    AMENDMENT
      NO. 1 TO THE GRIFFON CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN, AMENDED
      AND RESTATED, as of July 18, 2006 (the “Amendment”) made as of the 3rd
      day of
      August, 2007.

     

    The
      Griffon Corporation Supplemental Executive Retirement Plan, Amended and Restated
      as of July 18, 2006 (the “Plan”), provides lifetime benefits to qualifying
      Participants and may also provide benefits to a surviving named beneficiary
      following a qualifying Participant’s death. The purpose of this Amendment is to
      provide for: compliance with the final regulations under Section 409A of the
      Internal Revenue Code; updated mortality assumptions to more accurately reflect
      current mortality; disability benefits; and certain other changes to the Plan.
      To effectuate these changes, the Plan is hereby amended as follows:

     

    
      	 	
              1.

            	
              Section
                1.11 of the Plan shall be amended and restated in its entirety to
                read as
                follows, effective as of the date hereof:  

            


    

     

    “1.11 “Present
      Value”
means,
      with respect to an annual benefit, the present value of such benefit as
      determined on the basis of (i) the Annuity 2000 Male Mortality Table mortality
      assumptions (as set forth in Exhibit A to the Plan) and (ii) a discount rate
      equal to the annualized yield (adjusted for constant maturity) on ten-year
      U.S.
      Treasury notes, as reported by the Federal Reserve Board and reprinted in the
      Wall Street Journal (or, if not so reprinted, as reprinted in another
      publication or in a release of the Federal Reserve Board), for the most recent
      week ended prior to the week in which the determination of present value is
      made.” 

     

    
      	 	
              2.

            	
              A
                new Section 1.14 shall be added to the Plan to read in its entirety
                as
                follows, effective as of the date hereof:


            


    

     

    
      	 	 	
              “1.14
                “Total
                Disability”
                means “Disabled” as such term is defined in Section 409A(a)(2)(C) of the
                Code.” 

            


    

     

    
      	 	
              3.

            	
              Section
                2.4 of the Plan shall be amended and restated in its entirety to
                read as
                follows, effective as of the date hereof:


            


    

     

    
      	 	 	
              “2.4
                A “Change of Control” shall mean either or both of the
                following:

            


    

     

    
      	 	 	
              (a)
                if any “person” (as such term is used in Sections 13(d) and 14(d) of the
                Securities Exchange Act of 1934 (the “Exchange Act”)) other than the
                Employer or any “person” who on the date of this Agreement is a director
                or officer of the Employer, becomes the “beneficial owner” (as defined in
                Rule 13(d)-3 under the Exchange Act), directly or indirectly, of
                securities of the Employer representing thirty (30%) percent of the
                voting
                power of the Employer's then outstanding securities; or
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	
              (b)
                if, during any period of 12 consecutive months during the term of
                this
                Plan, individuals who at the beginning of such period and any new
                director
                whose election by the Board or nomination for election by the Company's
                stockholders was approved by a vote of at least a majority of the
                directors then still in office who either were directors at the beginning
                of any such period or whose election or nomination for election was
                previously so approved, cease for any reason to constitute a majority
                of
                the Board.”

            


    

     

    
      	 	
              4.

            	
              Section
                3.3 of the Plan shall be amended and restated in its entirety to
                read as
                follows, effective as of the date hereof:


            


    

     

    “3.3 If
      a
      Change of Control occurs while a Participant is employed by the Employer (or
      if
      the Participant was employed by the Employer thirty days before, the Change
      of
      Control), then the Present Value of a benefit computed in the manner described
      in Article IV shall be paid to such Participant in a lump sum within thirty
      days
      after such Change of Control, in lieu of any annual benefit otherwise payable
      under this Plan. If the date of such Change of Control precedes the
      Participant’s Normal Retirement Date, the benefit referred to in the preceding
      sentence shall be computed in the manner described in Section 4.1 as if the
      date
      of the Change of Control were the Participant’s Normal Retirement Date
      (regardless of whether the Change of Control occurs on or before his Normal
      Retirement Date). Notwithstanding the foregoing, in the event that a
      Participant’s termination of employment with the Company precedes the date of
      the Change in Control, and such Participant was a “specified employee” within
      the meaning of Section 409A of the Code at the time of termination and such
      lump
      sum payment would otherwise subject the Participant to any tax, interest or
      penalty imposed under Section 409A(a)(1)(B) of the Code (or any regulation
      or
      any guidance promulgated thereunder or with respect to) if the payment or
      benefit would commence as set forth in this Section 3.3, then the lump sum
      payment due under this Section 3.3 shall not be made until the first day which
      is at least six month after the date of the Participant’s termination of
      employment.” 

     

    
      	 	
              5.

            	
              A
                new sentence shall be added after the first sentence of Section 3.4
                of the
                Plan to read in its entirety as follows, effective as of the date
                hereof:
                

            


    

     

    
      	 	 	
              “Notwithstanding
                the foregoing, in the event that a Participant was a “specified employee”
                within the meaning of Section 409A of the Code at the time of termination
                and such lump sum payment would otherwise subject the Participant
                to any
                tax, interest or penalty imposed under Section 409A(a)(1)(B) of the
                Code
                (or any regulation or any guidance promulgated thereunder or with
                respect
                to) if the payment or benefit would commence as set forth in this
                Section
                3.4, then the lump sum payment due under this Section 3.4 shall not
                be
                made until the first day which is at least six month after the date
                of the
                Participant’s termination of employment.”


            


    

     

    
      	 	
              6.

            	
              A
                new Section 3.5 shall be added to the Plan to read in its entirety
                as
                follows, effective as of the date hereof:


            


    

     

    “3.5 If
      a
      Participant incurs a Total Disability during such Participant’s employment with
      the Company, then, notwithstanding any other provision of this Plan to the
      contrary, the Present Value of a benefit computed in the manner described in
      Article IV shall be paid to such Participant in a lump sum within thirty days
      after the Participant incurs a Total Disability, in lieu of any annual benefit
      otherwise payable under this Plan. If the date of the Total Disability precedes
      the Participant’s Early Retirement Date, the benefit referred to in the
      preceding sentence shall be computed in the manner described in Section 4.1
      or
      Section 4.2, as applicable, as if the date of the Total Disability were the
      Participant’s Early Retirement Date (regardless of whether the Total Disability
      occurs on or before his Early Retirement Date).” 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	 	
              7.

            	
              A
                new sentence shall be added after the first sentence of Section 4.2
                of the
                Plan to read in its entirety as follows, effective as of the date
                hereof:
                

            


    

     

    
      	 	 	
              “Notwithstanding
                the foregoing, the reduction in the preceding sentence shall not
                apply to
                any Participant listed on Exhibit B or to any distribution under
                Section
                3.3.”

            


    

     

    
      	 	
              8.
                

            	
              Section
                4.5 of the Plan shall be amended and restated in its entirety to
                read as
                follows, effective as of the date hereof:


            


    

     

    “4.5 Any
      benefit otherwise payable under this Article IV shall be reduced by any benefit
      payable to the Participant under any defined benefit retirement plan that is
      qualified under Section 401(a) of the Code and sponsored by the Employer and
      (ii) only with respect to Participants not listed on Exhibit B, any Social
      Security benefit attributable to the employment of the Participant.”


     

    
      	 	
              9.
                

            	
              A
                new sentence shall be added after the first sentence of Section 4.6
                of the
                Plan to read in its entirety as follows, effective as of the date
                hereof:
                

            


    

     

    
      	 	 	
              “Notwithstanding
                the foregoing, no monthly benefit shall be paid to a Participant
                who has
                received a lump sum payment of his Plan benefit under any applicable
                Section hereunder, including, without limitation under Section
                3.5.”

            


    

     

    
      	 	
              10.
                

            	
              The
                last sentence of Section 5.1 of the Plan shall be amended and restated
                in
                its entirety to read as follows, effective as of the date hereof:
                 

            


    

     

    
      	 	 	
              “Such
                benefit shall be equal to the Present Value of the benefit that would
                otherwise be payable under the SERP to the Participant over a ten
                (10)
                year period and shall be paid to the Participant's Surviving Spouse,
                named
                beneficiary or estate, in a lump sum as soon as practicable after
                the
                death of the Participant.”

            


    

     

    
      	 	
              11.

            	
              Section
                5.2 of the Plan shall be amended and restated in its entirety to
                read as
                follows, effective as of the date hereof:  

            


    

     

    “5.2 In
      the
      event that a vested Participant who terminated employment on or prior to
      December 31, 2006, dies after the termination of the Participant's employment
      by
      the Employer, but either (a) before benefit payments to the Participant under
      this Plan have been paid for a period of ten (10) years or (b) prior to the
      payment of the Participant’s benefit in a lump sum, the benefit otherwise
      payable to the Participant under Article IV shall be paid to the Participant's
      Surviving Spouse, named beneficiary or estate, beginning as soon as practicable
      after the death of the Participant, for a period equal to ten (10) years minus
      the duration of the period over which benefits were paid to the Participant.
      In
      the event that a vested Participant who terminates employment after December
      31,
      2006, dies after the termination of the Participant's employment by the
      Employer, but either (a) before benefit payments to the Participant under this
      Plan have been paid for a period of ten (10) years or (b) prior to the payment
      of the Participant’s benefit in a lump sum, the Present Value of the benefit
      that would otherwise be payable to the Participant under Article IV for a period
      equal to ten (10) years minus the duration of the period over which benefits
      were paid to the Participant shall be paid to the Participant's Surviving
      Spouse, named beneficiary or estate, in a lump sum as soon as practicable after
      the death of the Participant.”

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	 	
              12.
                

            	
              Two
                new exhibits, Exhibit A and Exhibit B shall be added to the end of
                the
                Plan in substantially the form as set forth on Appendix A and Appendix
                B
                to this Amendment, effective as of the date hereof.
                

            


    

     

    Except
      as
      specifically provided in and modified by this Amendment, all of the terms and
      conditions of the Plan are hereby ratified and confirmed and references to
      the
      Plan shall be deemed to refer to the Plan as modified by this
      Amendment.

     

    IN
      WITNESS WHEREOF, the Company has caused this First Amendment to the Griffon
      Corporation Supplemental Executive Retirement Plan to be executed by its duly
      authorized officers this 3rd
      day of
      August, 2007. 

    
      	 	 	 	 
	Attest: 	 	 	GRIFFON
              CORPORATION 
	 	 	 	 
	 	 	 	 
	/s/
              Marjorie Charles	 	 	By:   /s/ Patrick L.
              Alesia
	
              

            	 	 	
              
                

              

            
	
            	 	 	
            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    APPENDIX
      A

     

    EXHIBIT
      A

     

    Single Life
      Expectancies Based on Annuity 2000 Mortality Table

     

    
      	
              Age
                

            	 	
              Years
                

            	 	
              Age
                

            	 	
              Years
                

            	 	
              Age
                

            	 	
              Years
                

            
	
              5

            	 	
              76.6

            	 	
              42

            	 	
              40.8

            	 	
              79

            	 	
              10.8

            
	
              6

            	 	
              75.6

            	 	
              43

            	 	
              39.8

            	 	
              80

            	 	
              10.2

            
	
              7

            	 	
              74.7

            	 	
              44

            	 	
              38.9

            	 	
              81

            	 	
              9.7

            
	
              8

            	 	
              73.7

            	 	
              45

            	 	
              37.9

            	 	
              82

            	 	
              9.2

            
	
              9

            	 	
              72.7

            	 	
              46

            	 	
              37

            	 	
              83

            	 	
              8.7

            
	
              10

            	 	
              71.7

            	 	
              47

            	 	
              36.1

            	 	
              84

            	 	
              8.2

            
	
              11

            	 	
              70.8

            	 	
              48

            	 	
              35.2

            	 	
              85

            	 	
              7.8

            
	
              12

            	 	
              69.8

            	 	
              49

            	 	
              34.2

            	 	
              86

            	 	
              7.3

            
	
              13

            	 	
              68.8

            	 	
              50

            	 	
              33.3

            	 	
              87

            	 	
              6.9

            
	
              14

            	 	
              67.8

            	 	
              51

            	 	
              32.4

            	 	
              88

            	 	
              6.5

            
	
              15

            	 	
              66.9

            	 	
              52

            	 	
              31.5

            	 	
              89

            	 	
              6.2

            
	
              16

            	 	
              65.9

            	 	
              53

            	 	
              30.7

            	 	
              90

            	 	
              5.8

            
	
              17

            	 	
              64.9

            	 	
              54

            	 	
              29.8

            	 	
              91

            	 	
              5.5

            
	
              18

            	 	
              63.9

            	 	
              55

            	 	
              28.9

            	 	
              92

            	 	
              5.2

            
	
              19

            	 	
              63

            	 	
              56

            	 	
              28

            	 	
              93

            	 	
              4.9

            
	
              20

            	 	
              62

            	 	
              57

            	 	
              27.2

            	 	
              94

            	 	
              4.6

            
	
              21

            	 	
              61

            	 	
              58

            	 	
              26.3

            	 	
              95

            	 	
              4.3

            
	
              22

            	 	
              60.1

            	 	
              59

            	 	
              25.4

            	 	
              96

            	 	
              4.1

            
	
              23

            	 	
              59.1

            	 	
              60

            	 	
              24.6

            	 	
              97

            	 	
              3.8

            
	
              24

            	 	
              58.1

            	 	
              61

            	 	
              23.7

            	 	
              98

            	 	
              3.6

            
	
              25

            	 	
              57.2

            	 	
              62

            	 	
              22.9

            	 	
              99

            	 	
              3.4

            
	
              26

            	 	
              56.2

            	 	
              63

            	 	
              22.1

            	 	
              100

            	 	
              3.1

            
	
              27

            	 	
              55.2

            	 	
              64

            	 	
              21.3

            	 	
              101

            	 	
              2.9

            
	
              28

            	 	
              54.3

            	 	
              65

            	 	
              20.4

            	 	
              102

            	 	
              2.7

            
	
              29

            	 	
              53.3

            	 	
              66

            	 	
              19.6

            	 	
              103

            	 	
              2.4

            
	
              30

            	 	
              52.3

            	 	
              67

            	 	
              18.9

            	 	
              104

            	 	
              2.2

            
	
              31

            	 	
              51.4

            	 	
              68

            	 	
              18.1

            	 	
              105

            	 	
              2

            
	
              32

            	 	
              50.4

            	 	
              69

            	 	
              17.3

            	 	
              106

            	 	
              1.8

            
	
              33

            	 	
              49.5

            	 	
              70

            	 	
              16.6

            	 	
              107

            	 	
              1.6

            
	
              34

            	 	
              48.5

            	 	
              71

            	 	
              15.9

            	 	
              108

            	 	
              1.4

            
	
              35

            	 	
              47.5

            	 	
              72

            	 	
              15.2

            	 	
              109

            	 	
              1.3

            
	
              36

            	 	
              46.6

            	 	
              73

            	 	
              14.5

            	 	
              110

            	 	
              1.1

            
	
              37

            	 	
              45.6

            	 	
              74

            	 	
              13.8

            	 	
              111

            	 	
              1

            
	
              38

            	 	
              44.6

            	 	
              75

            	 	
              13.2

            	 	
              112

            	 	
              0.8

            
	
              39

            	 	
              43.6

            	 	
              76

            	 	
              12.5

            	 	
              113

            	 	
              0.7

            
	
              40

            	 	
              42.7

            	 	
              77

            	 	
              11.9

            	 	
              114

            	 	
              0.6

            
	
              41

            	 	
              41.7

            	 	
              78

            	 	
              11.3

            	 	
              115

            	 	
              0

            
	
              Age
                

            	 	
              Years
                

            	 	
              Age
                

            	 	
              Years
                

            	 	
              Age
                

            	 	
              Years
                

            


    

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    APPENDIX
      B

     

    EXHIBIT
      B

     

    Alternative
      Early Retirement Formula Participants

     

    1. Patrick
      Alesia

     

    
      
        
        

      

      
        6