Unassociated Document


    AMENDMENT
      NO. 3 TO EMPLOYMENT AGREEMENT

     

    AMENDMENT
      NO. 3 TO THE EMPLOYMENT AGREEMENT (this “Amendment”) made as of the
      3rd
      day of
      August, 2007 by and between GRIFFON CORPORATION, a Delaware corporation
      (hereinafter the “Company”) and HARVEY R. BLAU (hereinafter the
“Executive”).

     

    WITNESSETH:

     

    WHEREAS,
      the Company and Executive entered into an Employment Agreement dated July 1,
      2001, as amended subsequently by the Amendment Agreement, dated August 8, 2003
      and the Amendment Agreement, dated July 18, 2006 (hereinafter the “Employment
      Agreement”); and

     

    WHEREAS,
      the Company and Executive desire to further modify the said Employment Agreement
      to comply with the requirements of Section 409A of the Internal Revenue
      Code.

     

    NOW,
      THEREFORE, the parties hereto agree as follows:

     

    
      	 	
              1.

            	
              All
                references to 35 percent with regard to an amount of voting securities
                or
                outstanding stock in Section 1(d) shall henceforth be read to mean
                30
                percent, effective as of the date
                hereof.

            


    

     

    
      	 	
              2.

            	
              Section
                1(d)(ii) shall be amended and restated in its entirety to read as
                follows,
                effective as of the date hereof:

            


    

     

    “(ii)
      during any period of 12 consecutive months, 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, but excluding any such new director whose initial assumption of office
      during such 12 month period occurs as a result of an actual or threatened
      election contest with respect to the election or removal of directors or other
      actual or threatened solicitation of proxies or consents by or on behalf of
      a
      Person other than the Board.”

     

    
      	 	
              3.

            	
              A
                new sentence shall be added at the end of Section 7, which shall
                read in
                its entirety as follows, effective as of the date
                hereof:

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	
              “Notwithstanding
                the foregoing, any such reimbursement of such costs or expenses shall
                be
                made prior to the end of the year following the year in which such
                cost or
                expense is incurred.”

            


    

     

    
      	 	
              4.

            	
              The
                last two sentences of Section 9(b) shall be deleted and the following
                sentence shall be added at the end of Section 9(b), which shall read
                in
                its entirety as follows, effective as of the date
                hereof:

            


    

     

    “Notwithstanding
      the foregoing, any claims for reimbursement of a proper medical expense shall
      be
      paid as soon as administratively feasible following the proper submission of
      such expense; provided however, that all such claims must be submitted and
      paid
      by the end of the year following the year in which such expense is incurred.”


     

    
      	 	
              5.

            	
              A
                new sentence shall be added at the end of Section 10(a), which shall
                read
                in its entirety as follows, effective as of the date
                hereof:

            


    

     

    “Solely
      for the purposes of determining whether a “separation of service” has occurred
      under Code Section 409A, an anticipated reduction in services performed for
      the
      Company by Blau of at least 50% upon a termination of employment shall be
      considered a separation of service.”

     

    
      	 	
              6.

            	
              Section
                10(g)(ii)(C) shall be amended and restated in its entirety to read
                as
                follows, effective as of the date
                hereof:

            


    

     

    “(C)
      continued medical reimbursement for the remainder of the Employment Term and
      thereafter the lifetime medical benefits described in Section 9(b); provided
      that any such reimbursement of such costs or expenses shall be made prior to
      the
      end of the year following the year in which such cost or expense is
      incurred.”

     

    
      	 	
              7.

            	
              Section
                10(g)(ii)(E) shall be amended and restated in its entirety to read
                as
                follows, effective as of the date
                hereof:

            


    

     

    “(E)
      continued participation in all employee benefit plans or programs available
      to
      Griffon employees generally in which Blau was participating on the date of
      termination of his employment until the end of the Employment
      Term;”

     

    
      	 	
              8.

            	
              Section
                10(g)(ii)(F) shall be amended and restated in its entirety to read
                as
                follows, effective as of the date
                hereof:

            


    

     

    
      	 	 	
              “(F)
                other benefits in accordance with applicable plans and programs of
                the
                Company.”

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	 	
              9.

            	
              Section
                10(i)(iii) shall be amended and restated in its entirety to read
                as
                follows, effective as of the date
                hereof:

            


    

     

    “(iii) continued
      medical reimbursement for the remainder of the Employment Term and thereafter
      the lifetime medical benefits described in Section 9(b); provided that any
      such
      reimbursement of such costs or expenses shall be made prior to the end of the
      year following the year in which such cost or expense is incurred;”


     

    
      	 	
              10.

            	
              Section
                10(i)(v) shall be amended and restated in its entirety to read as
                follows,
                effective as of the date hereof:

            


    

     

    “(v) continued
      participation in all employee benefit plans or programs available to Griffon
      employees generally in which Blau was participating on the date of termination
      of his employment until the end of the Employment Term; and”

     

    
      	 	
              11.

            	
              Section
                10(i)(vi) and the flush language below such subsection shall be amended
                and restated in its entirety to read as follows, effective as of
                the date
                hereof:

            


    

     

    “(vi) other
      benefits in accordance with applicable plans and programs of the
      Company.”

     

    Payments
      under this Section 10(i) shall be in full satisfaction of any payments or
      benefits Blau would otherwise be entitled to under Section 10(g).”

     

    
      	 	
              12.

            	
              The
                first sentence of Section 10(j) shall be amended and restated in
                its
                entirety to read as follows, effective as of the date
                hereof:

            


    

     

    “10(j) Notwithstanding
      the foregoing, if (a) Blau or his estate is to receive payments or benefits
      under Section 10 for any reason other than due to Blau’s death or due to a
      Change in Control (which occurs prior to the termination of Blau’s employment
      hereunder), and (b) Blau is a “specified employee” within the meaning of Code
      Section 409A for the period in which the payment or benefits would otherwise
      commence, and (c) such payment or benefit would otherwise subject Blau 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 within six months of a termination of Blau’s
      employment, then such payment or benefit required under Section 10 shall not
      commence until the first day which is at least six months after the termination
      of Blau’s employment.”

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	 	
              13.

            	
              Section
                12(d) shall be added, which shall read in its entirety to read as
                follows,
                effective as of the date hereof:

            


    

     

    
      	 	 	
              “(d)
                Any payments due to Blau under this Section 12, shall be paid no
                later the
                end of the year following the year in which Blau pays the excise
                tax on
                which such Parachute Gross-up is payable under this
                Section.”

            


    

     

    
      	 	
              14.

            	
              Except
                as specifically provided in and modified by this Amendment, the Employment
                Agreement is in all other respects hereby ratified and confirmed
                and
                references to the Employment Agreement shall be deemed to refer to
                the
                Employment Agreement as modified by this
                Amendment.

            


    

     

    IN
      WITNESS WHEREOF, the undersigned have executed this Amendment as of the day
      and
      year first above written.

     

    
      	 	 	 
	 	GRIFFON
              CORPORATION
	 
 	 
 	 
 
	
            	By:  	/s/  Patrick L. Alesia
	 	
              
                

              

              Vice President, Treasurer and Secretary

               

            
	 	
              /s/ Harvey R. Blau

            
	 	
              
                

              

              Harvey R. Blau

            


    

     

    
      
        
        

      

      
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