Exhibit 10.2


 


PURCHASE
AGREEMENT, dated
as of August [    ], 2008 (this “Agreement”), by and
between Griffon Corporation, a Delaware Corporation (the “Company”) and Ronald
J. Kramer (“Purchaser”).


 


INTRODUCTION


 


WHEREAS, Purchaser wishes to purchase from the Company
500,000 shares (the “Shares”) of common stock, par value $0.25 per share (the “Common
Stock”), on the terms and subject to the conditions set forth in this
Agreement; and


 


WHEREAS,
the Company wishes to sell the Shares to Purchaser on the terms and subject to
the conditions set forth in this Agreement;


 


NOW
THEREFORE, in consideration of the premises and the mutual covenants and
agreements contained in this Agreement, the parties hereto agree as follows:


 


1.             Definitions.  The terms defined in this Section 1 shall
have for all purposes of this Agreement the respective meanings set forth
below:


 


(a)           “Purchaser” shall have the meaning set
forth in the preamble to this Agreement.


 


(b)           “Closing” shall have the meaning set
forth in Section 4 of this Agreement.


 


(c)           “Common Stock” shall have the meaning set
forth in the preamble to this Agreement.


 


(d)           “Company” shall have the meaning set
forth in the preamble to this Agreement.


 


(e)           “Investment Agreement” shall mean the
investment agreement entered into between the Company and GS Direct, L.L.C., an
affiliate of Goldman, Sachs & Co., on August 7, 2008, as it may
be amended from time to time.


 


(f)            “Purchase Price” shall have the meaning
set forth in Section 3 of this Agreement.


 


(g)           “Shares” shall have the meaning set forth
in the recitals to this Agreement.


 

















 


2.             Purchase and Sale of Shares.  Subject to the terms and conditions hereof and
in reliance upon the representations and warranties of the parties contained
herein, at the Closing, the Company shall sell and deliver to Purchaser, and
Purchaser shall purchase from the Company, the Shares, in consideration of the
payment of the Purchase Price.


 


3.             Purchase Price.  As
payment in full for the Shares being purchased under this Agreement and against
delivery of the certificates therefor, at the Closing Purchaser shall pay $4,250,000
(the “Purchase Price”) to the Company by wire transfer of immediately available
funds or by such other method as may be reasonably acceptable to the Company.


 


4.             Closing.  The closing
of the purchase and sale of the Shares (the “Closing”) shall be held concurrently
with and subject to the closing of the Investment Agreement at the offices of Dechert
LLP, 1095 Avenue of the Americas, New York, NY 10036, or such other place as
may be agreed upon by the parties hereto.


 


5.             Closing Deliveries.  All actions taken at the Closing shall be
deemed to have been taken simultaneously.


 


(a)           At the Closing Purchaser shall deliver to
the Company the Purchase Price.


 


(b)           At the Closing, or within a reasonable
time after the Closing but in no event later than thirty (30) days after the Closing,
the Company shall deliver to Purchaser the certificates representing the
Shares.


 


6.             Certificates; Legends.


 


(a)           The certificates evidencing the Shares
shall include a legend substantially in the following form:


 


THESE SHARES ARE HELD BY AN ‘‘AFFILIATE’’ OF
GRIFFON CORPORATION, AS DEFINED BY RULE 144 UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”). ACCORDINGLY, THE COMPANY WILL NOT PERMIT THE
SHARES REPRESENTED BY THIS CERTIFICATE TO BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED TO A PROSPECTIVE
TRANSFEREE UNLESS SUCH TRANSFER IS ACCOMPANIED BY AN OPINION OF COUNSEL TO THE
EFFECT THAT SUCH TRANSACTION IS IN COMPLIANCE WITH THE SECURITIES ACT OR SUCH
TRANSFER IS 


 


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CONDUCTED PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES


 


7.             Investment Representations.


 


(a)           Purchaser is acquiring the Shares for his
own account, for investment only and not with a view towards, or for resale in
connection with, any public sale or distribution thereof.


 


8.             Company Representation.  The
Company has duly authorized the issuance and sale of the Shares to the
Purchaser and, when the Shares are issued in accordance with this Agreement and
the Company’s registration statement on Form S-3 (Reg. No. 333-153089),
the Shares will be duly and validly issued, fully paid and non-assessable.


 


9.             Miscellaneous.


 


(a)           All notices and other communications
required or permitted to be given under this Agreement shall be in writing and
shall be deemed to have been duly given (a) on the date of delivery, if
delivered personally or by facsimile, upon confirmation of receipt, (b) on
the first business day following the date of dispatch if delivered by a
recognized next-day courier services, or (c) on the third business day
following the date of mailing if delivered by registered or certified mail,
return receipt requested, postage prepaid, to the parties to this Agreement at
the following address or to such other address either party to this Agreement
shall specify by notice to the other party:


 


If to the Company:


 


Griffon Corporation


100 Jericho Quadrangle


Jericho, New York 11753


Facsimile:  (516) 938-5644


 


If to the Purchaser:


 


Ronald J. Kramer


c/o Griffon Corporation


100 Jericho Quadrangle


Jericho, New York 11753


Facsimile:  (516) 938-5644


 


(b)           This Agreement may be amended, modified
or supplemented at any time by mutual agreement of the parties hereto.  Any amendment, modification or revision of
this Agreement and any waiver of compliance or consent with respect hereto
shall be effective only if in a written instrument executed by the parties
hereto.


 


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(c)           This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.  Each of the parties hereto (i) consents
to submit itself to the personal jurisdiction of the United States District
Court for the Southern District of New York or the Supreme Court of the State
of New York, New York County in the event any dispute arises out of this
Agreement or any of the transactions contemplated hereby, (ii) agrees that
it will not attempt to deny or defeat such personal jurisdiction by motion or
other request for leave from any such court and (iii) agrees that it will
not bring any action relating to this Agreement or any of the transactions
contemplated hereby in any court other than the United States District Court
for the Southern District of New York or the Supreme Court of the State of New
York, New York County.


 


(d)           EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.


 


(e)           If any term or other provision of this
Agreement is determined to be invalid, illegal or incapable of being enforced
by any rule of law or public policy, all other terms and provisions of this
Agreement shall remain in full force and effect.  Upon such determination, the parties hereto
shall negotiate in good faith to modify this Agreement so as to give effect to
the original intent of the parties hereto to the fullest extent permitted by
applicable law.


 


(f)            This Agreement may be executed in one or
more counterparts (including by facsimile), each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.


 


(g)           This Agreement shall terminate automatically
without further action of the parties hereto (and without liability to any
party) in the event that the Investment Agreement is terminated pursuant to Section 8.l
of the Investment Agreement.  In the
event of the termination of this Agreement, it shall forthwith become wholly
void and of no further force and effect.


 


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IN
WITNESS WHEREOF, each of the parties has caused this Agreement to be duly
executed and delivered as of the date first above written.


 


	
   

  	
  RONALD J. KRAMER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GRIFFON CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Patrick L. Alesia

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  



 


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