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

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

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

GRIFFON CORPORATION

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
February 6, 20084, 2010

To our stockholders:

        An annual meeting of stockholders will be held at the Garden City Hotel, 45 Seventh Street, Garden City,offices of Dechert LLP, 1095 Avenue of the Americas, New York, 11530,New York 10036, on Wednesday,Thursday, February 6, 20084, 2010 beginning at 10:00 a.m. At the meeting, you will be asked to vote on the following matters:

1.

Election of fivefour directors for a term of three years and two directors for a term of one year;years;



2.

To approve an amendment to our certificate of incorporation to reduce the shareholder supermajority vote requirement of Article Twelfth to a majority vote requirement;



3.

To approve an amendment to our 2006 Equity Incentive Plan to increase the number of shares of common stock available for grant under the plan by 700,000 shares;



4.

Ratification of the selection by our Audit Committee of Grant Thornton LLP to serve as our independent registered public accounting firm for fiscal 2008;2010; and



5.3.

Any other matters that properly come before the meeting.

        The above matters are set forth in the proxy statement attached to this notice to which your attention is directed.

        If you are a stockholder of record at the close of business on December 21, 2007,15, 2009, you are entitled to vote at the meeting or at any adjournment or postponement of the meeting.

        This year, we are pleased to be using the Securities and Exchange Commission rule that allows companies to furnish their proxy materials primarily over the Internet. As a result, a "Notice of Internet Availability of Proxy Materials" is first being mailed to most of our stockholders on or about December 21, 2009. The Notice of Internet Availability of Proxy Materials contains instructions on how to access our proxy materials and vote via the Internet. For those stockholders to whom we are required to deliver a paper copy of our proxy materials, this notice and proxy statement are first being mailed to stockholders on or about December 28, 2007.21, 2009.

By Order of the Board of Directors,

PATRICK L. ALESIA
Secretary

Dated:  December 28, 200718, 2009
              Jericho,New York, New York

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE URGED TO COMPLETE, SIGN, DATESUBMIT YOUR PROXY AND RETURNVOTING INSTRUCTIONS VIA THE ENCLOSEDINTERNET OR BY TELEPHONE, OR, IF YOU RECEIVE A PAPER PROXY CARD AND VOTING INSTRUCTIONS BY MAIL, YOU MAY VOTE YOUR SHARES BY COMPLETING, SIGNING AND DATING THE PROXY CARD AND RETURNING IT IN THE ACCOMPANYING PRE-ADDRESSED POSTAGE-PAID ENVELOPE AS DESCRIBED ON THE ENCLOSED PROXY CARD. YOUR PROXY, GIVEN THROUGHPLEASE REFER TO THE RETURNSECTION ENTITLED "HOW DO I VOTE" ON PAGE 2 OF THE ENCLOSED PROXY CARD,STATEMENT FOR A DESCRIPTION OF THESE VOTING METHODS. YOU MAY BE REVOKED PRIOR TO ITS EXERCISE BY FILING WITH OUR CORPORATE SECRETARYREVOKE A PREVIOUSLY DELIVERED PROXY AT ANY TIME PRIOR TO THE MEETING A WRITTEN NOTICE OF REVOCATION OR A DULY EXECUTED PROXY BEARING A LATER DATE, OR BY ATTENDINGANNUAL MEETING. IF YOU DECIDE TO ATTEND THE ANNUAL MEETING AND WISH TO CHANGE YOUR PROXY VOTE, YOU MAY DO SO AUTOMATICALLY BY VOTING IN PERSON.PERSON AT THE ANNUAL MEETING.

GRIFFON CORPORATION
100 Jericho Quadrangle712 Fifth Avenue
Jericho, New York, 11753New York 10019

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS
Wednesday,Thursday, February 6, 20084, 2010

        Our annual meeting of stockholders will be held on Wednesday,Thursday, February 6, 20084, 2010 at the Garden City Hotel, 45 Seventh Street, Garden City,offices of Dechert LLP, 1095 Avenue of the Americas, New York, 11530,New York 10036, at 10:00 a.m.a.m (the "Annual Meeting"). Our Board of Directors is soliciting your proxy to vote your shares of common stock at the annual meeting.Annual Meeting. This proxy statement, which was prepared by our management for the Board of Directors, contains information about the matters to be considered at the meeting or any adjournments or postponements of the meeting and is first being sentmade available to stockholders on or about December 28, 2007.21, 2009.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD FEBRUARY 4, 2010

        This proxy statement and our 2009 Annual Report for the fiscal year ended September 30, 2009 are available on the Internet at http://www.amstock.com/ProxyServices/ViewMaterial.asp?CoNumber=03170.

ABOUT THE MEETING

What is the Notice of Internet Availability of Proxy Materials that I received in the mail this year instead of a full set of proxy materials?

        This year, we are pleased to be using the Securities and Exchange Commission rule that allows companies to furnish their proxy materials over the Internet, instead of mailing printed copies of those materials to all stockholders. Consequently, most stockholders will not receive paper copies of our proxy materials. These stockholders will instead receive a "Notice of Internet Availability of Proxy Materials" with instructions for accessing our proxy materials, including our proxy statement and 2009 Annual Report, and voting via the Internet. The Notice of Internet Availability of Proxy Materials also contains instructions on how stockholders can obtain a paper copy of our proxy materials if they so choose. We believe this process will expedite stockholders' receipt of proxy materials, lower the costs of our Annual Meeting and conserve natural resources. If you previously elected to receive our proxy materials electronically, these materials will continue to be sent via email unless you change your election.

What is being considered at the meeting?

        You will be voting for:

1.

the election of sevenfour directors five of which shall be for a three-year term and two of which shall be for a one-year term;

three years; and



2.     the amendment to our certificate of incorporation to reduce the shareholder supermajority vote requirement of Article Twelfth to a majority vote requirement;

        3.     the amendment to our 2006 Equity Incentive Plan to increase the number or shares of common stock available for grant under the plan by 700,000 shares; and

        4.     

the ratification of the selection by our Audit Committee of Grant Thornton LLP to serve as our independent registered public accounting firm for fiscal 2008.

2010.

        We do not expect you to vote on any other matters at the meeting.

        In addition, our management will report on our performance during fiscal 20072009 and respond to questions.

Who is entitled to vote at the meeting?

        You may vote if you owned stock as of the close of business on December 21, 2007.15, 2009. Each share of stock is entitled to one vote.

How do I vote?

        YouFor stockholders whose shares are registered in their own names, as an alternative to voting in person at the Annual Meeting, you may vote via the Internet, by telephone or, for those stockholders who receive a paper proxy card in the mail, by mailing a completed proxy card. For those stockholders who receive a Notice of Internet Availability of Proxy Materials, the Notice of Internet Availability of Proxy Materials provides information on how to access your proxy card, which contains instructions on how to vote via the Internet or by telephone. For those stockholders who receive a paper proxy card, instructions for voting via the Internet or by telephone are set forth on the proxy card. Those stockholders who receive a paper proxy card and voting instructions by mail, and who elect to vote by mail, should sign and return the mailed proxy card in the prepaid and addressed envelope that was enclosed with the proxy materials, and your shares will be voted at the Annual Meeting in the manner you direct.

        If your shares are registered in the name of a bank or brokerage firm (your record holder), you may also submit your voting instructions over the Internet or by telephone by following the instructions provided by your record holder in the Notice of Internet Availability of Proxy Materials. If you received printed copies of the proxy materials, you can submit voting instructions by telephone or mail by following the instructions provided by your record holder on the enclosed voting instructions card. Those who elect to vote by mail should complete and return the voting instructions card in the prepaid and addressed envelope provided. Stockholders who have elected to receive the proxy materials electronically will be receiving an email on or about December 21, 2009 with information on how to access stockholder information and instructions for voting.

        If your shares are registered in your own name, you have the right to vote in two ways:

•

person at the Annual Meeting by attendingusing the ballot provided at the Annual Meeting, or if you requested and received printed copies of the proxy materials by mail, you can complete, sign and date the proxy card enclosed with the proxy materials you received and submit it at the Annual Meeting. If you hold shares through a bank







or brokerage firm and wish to be able to vote in person at the Annual Meeting, you must obtain a "legal proxy" from your brokerage firm, bank or other holder of record and present it to the inspector of elections with your ballot at the Annual Meeting. Even if you plan to attend the Annual Meeting, we recommend that you submit your proxy or voting instructions in advance of the meeting andas described above so that your vote will be counted if you later decide not to attend the Annual Meeting. Submitting your proxy or voting thereat; or

•

by completing, signing, dating and returninginstructions in advance of the enclosed proxy card.

Can I change my mind after I return my proxy?

        Yes, you may change your mind at any time before the vote is taken at the meeting. You can do thismay revoke or change a previously delivered proxy at any time before the Annual Meeting by (1) properly completingdelivering another proxy with a later date, and returning it to us prior toby voting again via the meeting,Internet or (2) filing with our corporate secretary aby telephone, or by delivering written notice revokingof revocation of your proxy to Griffon's Secretary at our principal executive offices before the beginning of the Annual Meeting. You may also revoke your proxy by attending the Annual Meeting and voting in person, although attendance at the meeting.Annual Meeting will not, in and of itself, revoke a valid proxy that was previously delivered. If you hold shares through a bank or brokerage firm, you must contact that bank or brokerage firm to revoke any prior voting instructions. You also may revoke any prior voting instructions by voting in person at the Annual Meeting if you obtain a legal proxy as described above.

What if I return my proxy card but do not include voting instructions?

        Proxies that are signed and returned but do not include voting instructions will be votedFORthe election of the nominee directors,FOR the amendment to our certificate of incorporation,FOR the amendment to our 2006 Equity Incentive Plan, andFORthe ratification of Grant Thornton LLP to serve as our independent registered public accounting firm.firm and in the discretion of the proxy holders as to any other matters that may properly come before the Annual Meeting or any postponement or adjournment of the Annual Meeting.

What does it mean if I receive more than one notice or proxy card?

        It means that you have multiple accounts with brokers and/or our transfer agent. Please vote all of these shares. We recommend that you contact your broker and/or our transfer agent to consolidate as many accounts as possible under the same name and address. Our transfer agent is American Stock Transfer & Trust Company and their telephone number is (212) 936-5100.

Will my shares be voted if I do not provide my proxy?

        If you hold your shares directly in your own name, they will not be voted if you do not provide a proxy.

        Your shares may be voted under certain circumstances if they are held in the name of a brokerage firm. Brokerage firms generally have the authority to vote customers' unvoted shares on certain "routine" matters, including the election of directors and ratification of accountants. At our meeting, these shares will be counted as voted by the brokerage firm in the election of directors and ratification of accountants.

        Brokers are prohibited from exercising discretionary authority on non-routine matters, such as Proposals 2 and 3,the election of directors, for beneficial owners who have nothaven't returned proxies to the brokers (so-called "broker non-votes"). In the case of broker non-votes, and in cases where you abstain from voting on a matter when present at the meeting and entitled to vote, those shares will be counted for purposes of determining if a quorum is present.

How are shares in the Griffon Corporation Employee Stock Ownership Plan Voted?

        If you are a participant in the Griffon Corporation Employee Stock Ownership Plan (ESOP), you may vote the shares you own through the ESOP via the Internet, by telephone or, if you receive a paper proxy card in the mail, by mailing a completed proxy card. Shares owned by participants through the ESOP may NOT be voted in person at the Annual Meeting.

        American Stock Transfer & Trust Company will tabulate the votes of participants for the ESOP. The results of the vote received from the ESOP participants will serve as voting instructions to Wachovia Bank, National Association, the trustee of the ESOP. The trustee will vote the shares as instructed by the ESOP participants. If a participant does not provide voting instructions, the trustee will vote the shares allocated to the participant's ESOP account in the same manner and proportions as those votes cast by other participants submitting timely voting instructions. American Stock Transfer & Trust Company will keep how you vote your shares confidential.

How many votes must be present to hold the meeting?

        Your shares are counted as present at the meeting if you attend the meeting and vote in person, or if you properly returnsubmit your proxy or if your shares are registered in the name of a proxy by mail.bank or brokerage firm and you do not provide voting instructions and such bank or broker casts a broker non-vote on the ratification of accountants. In order for us to conduct our meeting, a majority of our outstanding shares of common stock as of December 21, 200715, 2009 must be present at the meeting. This is referred to as a quorum. On December 21, 2007,15, 2009, there were[xx,xxx,xxx] 61,459,122 shares of common stock outstanding and entitled to vote.

What vote is required to elect directors?

        Directors are elected by a plurality of the votes cast. Shares not voted will have no effect on the vote for election of directors.

What vote is required to approve the amendment to our certificate of incorporation?

        The amendment to Article Twelfth of our certificate of incorporation requires the affirmative vote of the holders of not less than sixty-six and two-thirds percent (66²/3%) of the total voting power of all outstanding shares of capital stock of the corporation.

What vote is required to approve the amendment to the 2006 Equity Incentive Plan?

        The affirmative vote of the holders of a majority of the shares present in person or by proxy and entitled to vote will be required for approval. An abstention will be counted as a vote against this proposal and broker non-votes will have no effect on the vote.

What vote is required to ratify the selection by our Audit Committee of Grant Thornton LLP as our independent registered public accounting firm?

        The affirmative vote of the holders of a majority of the shares present in person or by proxy and entitled to vote on the item will be required for approval. An abstention will be counted as a vote against this proposal and broker non-votes will have no effect on the vote.

PROPOSAL 1 — ELECTION OF DIRECTORS

        Our certificate of incorporation provides for a Board of Directors consisting of not less than twelve nor more than fourteen directors, classified into three classes as nearly equal in number as possible, with no class containing less than four directors, whose terms of office expire in successive years. Our Board of Directors now consists of fourteen directors as set forth below.

        Bertrand M. Bell, Rear Admiral Robert G. Harrison, Ronald J. Kramer, Martin S. SussmanHenry A. Alpert, Blaine V. Fogg, William H. Waldorf and Joseph J. Whalen, directors in Class I,III, are to be electednominated for election at this Annual Meeting of Stockholdersstockholders to hold office until the Annual Meetingannual meeting of Stockholdersstockholders in 2011, or until their successors are chosen and qualified.

        Lieutenant General Gordon E. Fornell and James A. Mitarotonda, directors in Class II, are to be elected at this Annual Meeting of Stockholders to hold office until the Annual Meeting of Stockholders in 2009,2013, or until their successors are chosen and qualified. At the meeting ofRear Admiral Clarence A. Hill, Jr. will be retiring from the Board of Directors on November 2, 2007,effective as of the conclusion of the election of directors at our 2010 Annual Meeting and accordingly is not being nominated for re-election. Joseph J. Whalen has been moved from Class I to Class III in order to maintain a number of directors in each of Lieutenant General Fornellclass as nearly equal as possible and Mr. Mitarotonda were appointed as Class II directors and were required byhas been nominated for election at the Annual Meeting. Accordingly, following the election, our Board of Directors to be submitted for election within that Class at the 2008 Annual Meeting.will consist of thirteen directors.

        Unless you indicate otherwise, shares represented by executed proxies in the form enclosed will be voted for the election as directors of the aforesaid nominees (each of whom is now a director) unless any such nominee shall be unavailable, in which case such shares will be voted for a substitute nominee designated by the Board of Directors. We have no reason to believe that any of the nominees will be unavailable or, if elected, will decline to serve.

Nominee Biographies

Mr. Henry A. Alpert(age 62) has been a director since 1995. Mr. Alpert has been President of Spartan Petroleum Corp., a real estate investment firm and a distributor of petroleum products, for more than the past five years. Mr. Alpert is also a director of Boyar Value Fund, a mutual fund.

Mr. Blaine V. Fogg(age 69) has been a director since May 2005. Mr. Fogg is a corporate and securities lawyer concentrating in mergers and acquisitions and other business transactions. From 1972 to 2004, Mr. Fogg was a partner at the law firm of Skadden, Arps, Slate, Meagher & Flom LLP. Since 2004, Mr. Fogg is Of Counsel to the law firm. Since July 1, 2009, Mr. Fogg has been President of The Legal Aid Society of New York.

Mr. William H. Waldorf(age 71) has been a director since 1963. He has been President of Landmark Capital, LLC, an investment firm, for more than the past five years.

Mr. Joseph J. Whalen(age 78) has been a director since 1999. Mr. Whalen graduated from St. Peter's College, is a CPA and was a partner at Arthur Andersen LLP for more than five years prior to his retirement in 1994.

Standing Director Biographies

Mr. Harvey R. Blau(age 74) has been Chairman of the Board since 1983 and was our Chief Executive Officer from 1983 through March 2008. Mr. Blau was Chairman of the Board and Chief Executive Officer of Aeroflex Incorporated, a diversified manufacturer of electronic components and test equipment, for more than five years through August 2007 when such company was sold.

        Dr. Bertrand M. Bell (78)(age 80) has been a director since 1976. Dr. Bell has been Professor of Medicine at Yeshiva University Albert Einstein College of Medicine for more than the past five years and was appointed Distinguished Professor in September 1992.

        Lieutenant General Gordon E. FornellMr. Gerald J. Cardinale(USAF Ret.) (71)age 42) has been a director since November 2007. He servedSeptember 2008. Since 2002, Mr. Cardinale has been a Managing Director of the Principal Investment Area of Goldman, Sachs & Co., a leading global investment banking, securities and investment management firm. Mr. Cardinale also serves on the board of directors of Cequel Communications, LLC, a dominant provider of cable television services in certain U.S. territories, CW Media Holdings, Inc., an operator of specialty broadcast television channels in Canada, and Sensus Metering Systems, Inc., a provider of advanced metering technologies.

Mr. Bradley J. Gross(age 36) has been a director since September 2008. Mr. Gross is a Managing Director in the United States Air Force for more than thirty-five years. General Fornell servedPrincipal Investment Area of Goldman, Sachs & Co., a position he has held since 2007. From 2003 to 2007, he was a vice president at Goldman, Sachs & Co. Mr. Gross also serves on the board of directors of Aeroflex, Inc., a leading worldwide provider of highly specialized test and measurement equipment and microelectronic solutions, Capmark Financial Group Inc., a diversified holding company that provides financial services to investors in senior acquisition leadership rolescommercial real estate-related assets, Cequel Communications LLC, a dominant provider of cable television services in thecertain U.S. Air Force Systems Commandterritories, and Air Force Material Command for more than ten years, and workedvarious other private companies in research, development, and acquisition positions for nearly twenty years prior. He was commander of the Electronic Systems Center at Hanscom Air Force Base, Massachusetts from 1988 to 1993, and senior military assistant to the Secretary of Defense from 1987 to 1988. He also commanded the Armament Division at Eglin Air Force Base, Florida from 1985 to 1987. General Fornellwhich Goldman, Sachs & Co. is also a director for Saflink Corporation, a company engaged in the provision of software and hardware solutions for protecting critical business assets.an investor.

        Rear Admiral Robert G. Harrison(USN Ret.) (71)(age 73) has been a director since February 2004. He was an officer in the United States Navy for more than thirty-five years prior to his retirement in 1994. Since retirement, Rear Admiral Harrison has been a consultant for various defense systems companies in the areas of acquisition, support and program management. Rear Admiral Harrison is also a director for Indra Systems, a company engaged in the manufacture and support of training and simulation systems and automatic test equipment.

        Mr. Ronald J. Kramer (49)(age 51) has been our President since February 2009, Chief Executive Officer since April 2008, a director since 1993 and Vice Chairman of the Board since November 2003. SinceFrom 2002 through March 2008, Mr. Kramer has served as President and as a director of Wynn Resorts, Ltd., a developer, owner and operator of hotel and casino resorts. From 1999 to 2001, he was a Managing Director at Dresdner Kleinwort Wasserstein, an investment banking firm, and at its predecessor Wasserstein Perella & Co. Mr. Kramer is also a member of the Board of Directors of Leap Wireless International, Inc., a wireless communications company, Sapphire Industrials Corp., a blank check company, and Monster Worldwide, Inc., a global provider of career solutions. Mr. Kramer is the son-in-law of Mr. Harvey R. Blau.Blau, our Chairman of the Board.

General Donald J. Kutyna(USAF Ret.)(age 76) has been a director since August 2005. He was an officer in the United States Air Force for over thirty-five years prior to his retirement in 1992. General Kutyna had been commander in chief of the North American Aerospace Defense Command, commander in chief of the U.S. Space Command and commander of the U.S. Air Force Space Command. During his tenure in the U.S. Air Force, General Kutyna served as Chairperson of the Accident Analysis Panel of the Presidential Commission on the Space Shuttle Challenger Accident. General Kutyna was Vice President, Space Technology, of Loral Space & Communications Ltd., a leading satellite communications company, from 1993 to 1996, and again from 1999 to 2004. He also served as Vice President, Advanced Space Systems, for Lockheed Martin Corporation, a company principally engaged in the research, design, development, manufacture and integration of advanced technology systems, products and services, from 1996 to 1999. From September 2004 through 2008, General Kutyna has served as a part-time consultant to Loral Space & Communications Ltd.

        Mr. James A. Mitarotonda (53)(age 55) has been a director since November 2007. He is the Chairman of the Board, Chief Executive Officer and President of Barington Capital Group, L.P., an investment firm that he co-founded in November 1991. Mr. Mitarotonda is also the Chairman of the Board, President and Chief Executive Officer of Barington Companies Investors, LLC, the general partner of Barington Companies Equity Partners, L.P., a small and mid-capitalization value fund. In addition, he is the Chairman of the Board, President and Chief Executive Officer of Barington Offshore Advisors II, LLC, the investment advisor of Barington Companies Offshore Fund, Ltd., a small and mid-capitalization value fund. Mr. Mitarotonda served as the President and Chief Executive Officer of Dynabazaar, Inc. from May 2006 until April 2007 and January 2004 until December 2004. Mr. Mitarotonda also served as the Chairman of LQ Corporation, Inc. from September 2002 until October 2006, as its Co-Chief Executive Officer and Co-Chairman of L Q Corporation, Inc. from April 2003 until May 2004 and as its sole Chief Executive Officer from May 2004 until October 2004. Mr. Mitarotonda serves as a directoron the board of directors of A. Schulman, Inc., a company engaged in the sale of plastic resins, and The Pep Boys—Manny, Moe and Jack, an automotive retail and service chain.chain, and Sielox, Inc., an integrated video surveillance and access control solutions company.

        Mr. Martin S. Sussman (70)(age 72) has been a director since 1989. He has been a practicing attorney in the State of New York since 1961, and has been a member of the law firm of Seltzer, Sussman, Habermann & Habermann LLP (as of September 1, 2007, Seltzer Sussman Habermann Heitner & Bayroff LLP) for more than the past five years.

Mr. Joseph J. Whalen (76) has been a director since 1999. He was a partner at Arthur Andersen LLP for more than five years prior to his retirement in 1994.

Standing Director Biographies

Mr. Henry A. Alpert (60) has been a director since 1995. Mr. Alpert has been President of Spartan Petroleum Corp., a real estate investment firm and a distributor of petroleum products, for more than the past five years. Mr. Alpert is also a director of Boyar Value Fund, a mutual fund.

Mr. Harvey R. Blau (72) has been Chairman of the Board and Chief Executive Officer since 1983. Mr. Blau was Chairman of the Board and Chief Executive Officer of Aeroflex Incorporated, a diversified manufacturer of electronic components and test equipment, for more than five years through August 2007 when such company was sold.

Mr. Blaine V. Fogg (67) has been a director since May 2005. Mr. Fogg is a corporate and securities lawyer concentrating in mergers and acquisitions and other business transactions. From 1972 to 2004, Mr. Fogg was a partner at the law firm of Skadden, Arps, Slate, Meagher & Flom LLP. Since 2004, Mr. Fogg is Of Counsel to the law firm.

Rear Admiral Clarence A. Hill, Jr.(USN Ret.) (87) has been a director since 1982. Rear Admiral Hill was an officer in the United States Navy for more than thirty-five years prior to his retirement in 1973. Since retirement, Rear Admiral Hill has been acting as an independent consultant with respect to the utilization of advanced concepts of system modeling and manpower survey techniques. For more than the past five years, Rear Admiral Hill has served in various executive positions, including as Vice President and Treasurer of the Naval Aviation Foundation which supports Naval Aviation plans and programs. In 2005, Rear Admiral Hill became President of the Naval Aviation Foundation.

General Donald J. Kutyna(USAF Ret.) (74) has been a director since August 2005. He was an officer in the United States Air Force for over thirty-five years prior to his retirement in 1992. General Kutyna had been commander in chief of the North American Aerospace Defense Command, commander in chief of the U.S. Space Command and commander of the U.S. Air Force Space Command. During his tenure in the U.S. Air Force, General Kutyna served as Chairperson of the Accident Panel of the Presidential Commission on the Space Shuttle Challenger Accident. General Kutyna was Vice President, Space Technology, of Loral Space & Communications Ltd., a leading satellite communications company, from 1993 to 1996, and again from 1999 to 2004. He also served as Vice President, Advanced Space Systems, for Lockheed Martin Corporation, a company principally engaged in the research, design, development, manufacture and integration of advanced technology systems, products and services, from 1996 to 1999. From September 2004 through the present, General Kutyna has served as a part-time consultant to Loral Space & Communications Ltd.

Lieutenant General James W. Stansberry(USAF Ret.) (80) has been a director since 1991. He was an officer in the United States Air Force for thirty-five years prior to his retirement in 1984. Since 1984, Lieutenant General Stansberry has been President of Stansberry Associates International, Inc., an independent consulting firm specializing in strategic planning for aerospace and defense firms.

Mr. William H. Waldorf (69) has been a director since 1963. He has been President of Landmark Capital, LLC, an investment firm, for more than the past five years.

CORPORATE GOVERNANCE

Director Independence

        The Board of Directors has determined that each of Messrs. Alpert, Bell, Cardinale, Gross, Fogg, Fornell, Harrison, Hill, Kutyna, Mitarotonda, Stansberry, Sussman, Waldorf and Whalen and our former director Lester Wolff, are independent under New York Stock Exchange Rule 303A. AllThe Board of Directors affirmatively determined that no director (other than Ronald J. Kramer and Harvey R. Blau) has a material relationship with the company, either directly or as a partner, shareholder or officer of an organization that has a relationship with the company.

        We currently have the following standing committees: the Audit Committee, the Compensation Committee, the Finance Committee, the Nominating and Corporate Governance Committee and the Succession Committee. Other than the Finance Committee, all of the standing committees of the Board of Directors are composed entirely of independent directors. These committees are: the Audit Committee, the Compensation Committee, the Ethics Committee, the Nominating and Corporate Governance Committee and the Succession Committee.

        In making the independence determination with respect to Lieutenant General James W. Stansberry (USAF Ret.), Mr. Lester L. Wolff and Lieutenant General Gordon E. Fornell (USAF Ret.), the Board of Directors of the Company determined that each of such individuals is independent notwithstanding the Company's payment of consulting fees to them or in connection with services provided by them in the amount of approximately $42,000, 42,000 and $24,000 in fiscal 2007, respectively, because (i) the amounts thereof do not cause any of them to fail the bright line test established by Section 303A.02(b)(11) of the NYSE rules and (ii) the amount of such payment is not material.

Committee Membership, Meetings and Attendance

        During the fiscal year ended September 30, 2007,2009, there were:

•

6six meetings of the Board of Directors;



•

5five meetings of the Audit Committee;



•

4nine meetings of the Compensation Committee;



•

1one meeting of the EthicsFinance Committee;



•

4 meetingsone meeting of the Nominating and Corporate Governance Committee; and



•

2no meetings of the Succession Committee.

        Each director who was a director in fiscal 20072009 attended or participated in at least 75% of the meetings of the Board of Directors and his respective committees held during our fiscal year ended September 30, 2007.2009.

        We encourage all of our directors to attend our annual meetings of stockholders. All of our current directors, who were directors at such time, attended last year's annual meeting of stockholders.

Board Committees

        We have a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 (the "Exchange Act"). Our Audit Committee is involved in discussions with management and our independent registered public accounting firm with respect to financial reporting and our internal accounting controls. The Audit

Committee has the sole authority and responsibility to select, evaluate and replace our independent registered public accounting firm. The Audit Committee must pre-approve all audit engagement fees and terms and all non-audit engagements with the independent auditors. The Audit Committee consults with management but does

not delegate these responsibilities. See "AuditWe do not have a written policy for review and approval of related party transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K. However, our practice is that any such transaction be reviewed and approved by the Audit Committee, Report."which consists entirely of independent directors. There were no related party transactions in fiscal 2009. A copy of the Audit Committee charter can be found on our website at www.griffoncorp.com.

        The Board has determined that Joseph J. Whalen, a member of the Audit Committee since 1999, qualifies as an "Audit Committee Financial Expert", as defined by Securities and Exchange Commission Rules, based on his education, experience and background.

        Our Compensation Committee awards restricted stock options and other equity-based awards to officers and employees. The Committee has overall responsibility for determining and approving the compensation of our Chief Executive Officer and reviewing and approving the annual base salaries and annual incentive opportunities of our executive officers, as well as the Presidents of each of our business segments. The Committee may form and delegate authority to subcommittees as it deems appropriate. The Compensation Committee considers recommendations from our executive officers with respect to executive compensation matters. From time to time, senior managementthe Company utilizes the services of independent consultants to perform analyses and to make recommendations relative to executive compensation matters. These analyses and recommendations are conveyed to the Compensation Committee, and the Committee takes such information into consideration in making its compensation decisions. A copy of the Compensation Committee charter can be found on our website at www.griffoncorp.com.

        Our EthicsThe Finance Committee is responsible for establishingthe review of certain proposed acquisition and maintaining procedures forcapital markets transactions, following which it shall make a non-binding recommendation to the receipt, investigation and reportingfull Board of information submittedDirectors. Since its formation there has been only one potential transaction that has advanced to sufficient state of advancement to warrant review by any of our employees concerning alleged violations of our Code of Business Ethics and Standards of Conduct.the Finance Committee. A copy of the EthicsFinance Committee charterCharter can be found on our website at www.griffoncorp.com.

        The Nominating and Corporate Governance Committee is responsible for (1) monitoring compliance with our Code of Business Ethics and Standards of Conduct; (2) reviewing suggestions of candidates for director made by directors and others; (3) identifying individuals qualified to become Board members, and recommending to the Board the director nominees for the next annual meeting of stockholders; (4) recommending to the Board director nominees for each committee of the Board; (5) recommending to the Board the corporate governance principles applicable to the company; and (6) overseeing the annual evaluation of the Board and management. The Nominating and Corporate Governance Committee has nominated the directors to be elected at this meeting. There is no difference in the manner in which a nominee is evaluated based on whether the nominee is recommended by a stockholder or otherwise. The Nominating and Corporate Governance Committee has nominated the directors to be elected at this meeting. A copy of the Nominating and Corporate Governance Committee charter can be found on our website at www.griffoncorp.com.

        The Succession Committee is responsible for developing and implementing a succession plan for our executive officers and meeting with candidates for executive officer positions.officers.

REPORT OF THE COMPENSATION COMMITTEE

        We have reviewed the Compensation Discussion and Analysis required by Item 402(a) of Regulation S-K with the Company's management. Based on such review and discussion, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in

this Proxy Statement and incorporated by reference into the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2007.

Interested Party Communications

        Mail from stockholders and other interested parties can be addressed to Directors in care of the Office of the Secretary, Griffon Corporation, 100 Jericho Quadrangle, Jericho,712 Fifth Avenue, New York, 11753.New York 10019. At the direction of the Board of Directors, all mail received will be opened and screened for security purposes. The mail will then be logged in. All mail, other than trivial or obscene items, will be forwarded. Mail addressed to a particular Director will be forwarded or delivered to that Director. Mail addressed to "Outside Directors," "Independent Directors," "Non-Employee Directors" or "Non-Management Directors" will be forwarded or delivered to each of the non- employee directors.such director. Mail addressed to the "Board of Directors" will be forwarded or delivered to the Chairman of the Board.

Guidelines for Business Conduct and Governance Guidelines

        Our Board of Directors has adopted a Code of Ethics for the chairman and chief executive officer and senior financial officers of Griffon Corporation. Our Board of Directors has also adopted a Code of Business Ethics and Standards of Conduct which has been designated as the code of ethics for directors, officers andapplicable to all employees in performing their duties. The Code of Business Ethics and Standards of Conduct also sets forth information and procedures for employees to report ethical or accounting concerns, misconduct or violations of the Code in a confidential manner. The Code of Business Ethics and StandardsCode of ConductBusiness Ethics may be found on our website at www.griffoncorp.com.

        Our Board of Directors has also adopted Corporate Governance guidelines as required by NYSEthe New York Stock Exchange rules to assist the Board in exercising its responsibilities to Griffon and its stockholders. The Corporate Governance Guidelines may be found on our website at www.griffoncorp.com.

Executive Sessions

        Our independent directors meet periodically at regularly scheduled executive sessions. Mr. Martin S. Sussman has been selected as the lead independent director with respect to the executive sessions of the independent directors through November 2008.February 2010. Our independent directors met in executive session one time during fiscal 2007.2009.

Board Self-Evaluation

        The Board is required to conduct an annual self-evaluation that is overseen by our Nominating and Corporate Governance Committee to determine whether the Board and its committees are functioning effectively. In addition, each of the Compensation Ethics and Nominating and Corporate Governance committees is required to conduct an annual self-evaluation and all committees of the Board are required to review and reassess the adequacy of their charters. The Audit Committee is subject to an annual performance evaluation by the Board of Directors.

Directors' Nominations

        Any stockholder who wants to nominate a candidate for election to the Board must deliver timely notice to our Secretary at our principal executive offices. In order to be timely, the notice must be delivered

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in the case of an annual meeting, not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting of stockholders, although if the annual meeting is called for a date that is not within 25 days of the anniversary date of the prior year's annual meeting, the notice must be received not later than the close of business on the 10th day following the first to occur of the day on which notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made; and



•

in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the 10th day following the first to occur of the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made.

        The stockholder's notice to the Secretary must set forth (1) as to each person whom the stockholder proposes to nominate for election as a director (a) his name, age, business address and residence address, (b) his principal occupation and employment, (c) the class and series and number of shares of each class and series of capital stock of Griffon which are owned beneficially or of record by him and (d) any other information relating to the nominee that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder; and (2) as to the stockholder giving the notice (a) his name and record address, (b) the class and series and number of shares of each class and series of capital stock of the company which are owned beneficially or of record by him, (c) a description of all arrangements or understandings between the stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by the stockholder, (d) a representation by him that he is a holder of record of stock of the company entitled to vote at such meeting and that he intends to appear in person or by proxy at the meeting to nominate the person or persons named in his notice and (e) any other information relating to the stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. The notice delivered by a stockholder must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected. The stockholder must be a stockholder of record on the date on which he gives the notice described above and on the record date for the determination of stockholders entitled to vote at the meeting.

Compensation Committee Interlocks and Insider Participation

        The members of our Compensation Committee are Henry A. Alpert, Dr. Bertrand M. Bell, Rear Admiral Robert G. Harrison (USN Ret.) and Rear Admiral Clarence A. Hill, Jr. (USN Ret.). None of

these persons were our officers or employees during fiscal 20072009 nor had any relationship requiring disclosure in this Proxy Statement.

STOCK OWNERSHIP

        The following information, including stock ownership, is submitted with respect to our directors, each executive officer named in the "Summary Compensation Table," for all executive officers and directors as a group, and, based solely on Schedule 13D and 13G filings with the Securities and Exchange Commission, for each holder of more than five percent of our common stock as of December 3, 2007.1, 2009.

MANAGEMENT

Our Officers

        Our officers are:

For the biography of Mr. Blau, please see "Proposal 1 — Election of Directors".

Mr. Franklin H. Smith was elected our Executive Vice President in November 2007. Mr. Smith has served as the Chief Financial Officer of Clopay Corporation, our wholly-owned subsidiary, since 1998.

Mr. Patrick L. Alesia has been our Treasurer since April 1979, our Vice President since May 1990, our Secretary since February 2005 and was appointed Chief Financial Officer in November 2007.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Philosophy and Objectives of Our Compensation Program

        Our compensation programs are intended to enable us to attract, motivate, reward and retain the management talent required to achieve corporate objectives, and thereby increase stockholder value. It is our policy to provide incentives to senior management to achieve both short-term and long-term objectives and to reward exceptional performance and contributions to the development of our businesses. To attain these objectives, our executive compensation program includes four key components:

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competitive base salary;



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cash incentive bonuses based upon company and individual performance;



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equity-based compensation; and



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retirement, health and welfare benefits, and other perquisites.

        The Compensation Committee has also decided that the general policy of the Company regarding tax gross-ups is that each executive should be responsible for the taxes payable with respect to such individual's compensation. Accordingly, the Company will not offer executives tax gross-ups, except in unusual circumstances where the Compensation Committee believes that accommodations have to be made to recruit a new executive to the Company. However, even in those circumstances, any such tax gross-up will be limited to payments triggered by both a change in control and termination of employment and will be subject to a three year sunset provision.

Executive Compensation Decisions — Decisions—The Role of the Compensation Committee, Executives and Consultants

        The Compensation Committee is responsible for determiningevaluating and approving the compensation of our executive officers and the Presidentspresidents of our business segments. The Compensation Committee considers recommendations from our chief executive officersofficer with respect to executive compensation matters.matters, other than his own compensation. From time to time, senior managementincluding with respect to certain compensatory decisions made in fiscal 2009, the Compensation Committee utilizes the services of an independent consultantsconsulting firm to perform analyses and to make recommendations relative to executive compensation matters. These analyses and recommendations

are conveyed to the Compensation Committee, and the Compensation Committee takes such information into consideration in making its compensation decisions.

Determination of Compensation Levels

        In setting compensation levels and mix of compensation for fiscal 2007,2009, the Compensation Committee took into account several factors, including existing employment agreements the company has with the executive,individual executives, the extent to which an individual may participate in and may have received grants under the equity-based plans maintained by us, and the Compensation Committee's determinationsubjective assessment of the

individual's experience, responsibilities, management, leadership abilities and job performance. Historically, we haveIn addition, the Compensation Committee has historically used benchmarking on an as-needed basisfor comparison purposes in connection with the recruitment and retention of our executive officers and may continue to use such data as one of the factors in determining compensation of its executive officers. NoIn fiscal 2009, the Compensation Committee did not use benchmarking was performed in fiscal 2007.the setting of compensation levels. The Compensation Committee has recognized that the Company has adopted an approach that focuses not only on the appropriate deployment of and return of capital in our existing businesses, but also on growth and diversification. Accordingly, while the Committee recognizes the relevancybenefit of timely comparative compensation information in administrationdetermining compensation at the corporate level, it also recognizes the limitations of executive compensation, and in the futuresuch comparisons for a company, such as our Company, that has shown dynamic development.

        From time to time, the Compensation Committee intendshas retained GK Partners, an independent outside executive compensation consulting firm, to use benchmarkingassist it in evaluating our company's executive compensation practices for senior management personnel. The Compensation Committee uses marketplace data points generated by GK Partners regarding other companies as part of our evaluation of the base salary and compensation levels of our named executive officers. The data points are used to allow the Compensation Committee to compare the compensation levels being set for our executives with the ranges established by others. The Compensation Committee uses these data points to better understand how other companies are compensating their own senior executives. The Compensation Committee believes that, among other things, such data could improve Griffon's ability to retain its named executive officers, and not have them recruited away (with the promise of increased compensation levels) by companies that compete directly with Griffon for customers and talent, or others that compete locally, generally or indirectly with Griffon for executive level talent and personnel.

        Because a significant portion of the senior executive management team has been recruited from time-to-time as necessary to ensure soundother companies within a relatively few years, the Compensation Committee believes that the levels of compensation decision making.established for those executives reflects the actual operation of competitive market forces.

Elements of Executive Compensation

        Base Salary.    We pay a base salary that the Compensation Committee determines is competitive with other diversified manufacturing companies with respect to the scope, responsibilities and skills required of the particular position in order to attract and retain qualified individuals. As discussed above, the Compensation Committee assesses compensation from other companies from time to time by analyzing the compensation paid in the marketplace. Periodic merit increases are made after annual review and we are contractually obligated to give our chief executive officer an annual cost of living adjustment.

        In March 2008, we entered into an employment agreement with Ronald J. Kramer, pursuant to which he became our Chief Executive Officer, as discussed herein under "Employment Agreements." Mr. Kramer's employment agreement provided for an initial annual base salary of $775,000, subject to cost of living and discretionary increases. In November 2008, the Compensation Committee reviewed Mr. Kramer's base salary. The Compensation Committee believed that a salary increase for Mr. Kramer was appropriate in recognition of his being instrumental in the execution of bank loan agreements, the consummation of the rights offering and in effectuating the exit strategy from the

Installation business. The Compensation Committee believed that in light of these contributions, which were essential to the company, that an increase of $25,000 per annum was appropriate. The Compensation Committee consulted with an independent compensation consulting firm, GK Partners, to determine if such an increase was appropriate. GK Partners confirmed that Mr. Kramer's base salary, even with such increase, was well within the range of compensation paid to other chief executive officers at companies that competed directly and indirectly with the company. Accordingly, effective December 1, 2008, the Compensation Committee decided to exercise its discretion to increase Mr. Kramer's annual base salary to $800,000.

        In August 2009, we entered into an employment agreement with Douglas J. Wetmore, pursuant to which he became our Executive Vice President and Chief Financial Officer, as discussed herein under "Employment Agreements." Mr. Wetmore's employment agreement provides for an initial annual base salary of $500,000, subject to discretionary increases. The base salary under this agreement was established by our Compensation Committee. The Compensation Committee determined that this annual base salary was necessary in order to recruit Mr. Wetmore.

        During its annual review of overall compensation, the Compensation Committee evaluates the Company's compensation of its senior management in each element of compensation and on an overall basis. As part of its review the Compensation Committee considered the reorganization and restructuring of Griffon's senior management team and the changes in responsibilities that would result from management changes that were in progress or that had been completed. The Compensation Committee reviewed the base salary of Patrick L. Alesia, our Vice President, Chief Administrative Officer, Treasurer and Secretary. In conducting such review, the Compensation Committee determined that due to Mr. Alesia's participation in the company's SERP, recent equity awards and the salary increase that Mr. Alesia received for the prior fiscal year, Mr. Alesia's current total compensation package is appropriate. Accordingly, the Compensation Committee decided not to increase Mr. Alesia's annual base salary in 2009 from the $435,000 per annum that he received in 2008.

        The Compensation Committee also reviewed the base salary of Franklin H. Smith, who was at the time our Executive Vice President. In conducting such review, the Compensation Committee determined that due to Mr. Smith's recent equity awards and the salary increase that Mr. Smith received for the prior fiscal year, Mr. Smith's compensation package was appropriate. Accordingly, the Compensation Committee decided not to increase Mr. Smith's annual base salary in 2009 from the $475,000 per annum that he received in 2008.

        Cash Incentive Bonuses.    Cash incentive bonuses are designed to provide a significant and variable economicfinancial opportunity to our executive officers on an annual basis based upon company and individual performance. The bonus for Eric Edelstein, our former Chief Financial Officer, was based upon an incentive formula included in his employment agreement. Mr. Edelstein did not receive any bonus in respect of fiscal 2007. The bonus for Patrick L. Alesia, our Vice President, Chief Financial Officer, Treasurer and Secretary, is discretionary and is based primarily upon individual performance. Mr. Alesia received a bonus of $165,000 in respect of fiscal 2007.

        Our Senior Management Incentive Plan, which was approved by stockholders, entitles our Chief Executive Officer to receive a cash bonus equal to 4% of our consolidated pretax earnings up to $5 million and 5% of our consolidated pretax earnings in excess of $5 million. Bonus awards are intended to qualify as "performance-based compensation" under Section 162(m) of the Internal Revenue Code. Our Chief Executive Officer is the only individual who participates in this plan.

        In December 2005, the Board of Directors of our company adopted the 2006 Performance Bonus Plan, which was approved by our stockholders at our Annual Meetingannual meeting of Stockholdersstockholders held on February 3, 2006. The Performance Bonus Plan is administered by the Compensation Committee, which selects the participants and establishes the performance periods and the specific performance goals to be achieved during those periods. To date, no bonuses have been awarded under the Performance Bonus Plan. Bonus awards, if made, are intended to qualify as "performance-based compensation" under Section 162(m) of the Internal Revenue Code. The Compensation Committee believes that the Performance Bonus Plan will enhanceenhances the ability of our company to attract and retain employees, including executive officers,

by providing performance-based incentives, while at the same time obtaining the highest level of deductibility of compensation paid to employees. It

        Bonus awards, if made, are intended to qualify as "performance-based compensation" under Section 162(m) of the Internal Revenue Code; however, as permitted under the section, the Compensation Committee retains the negative discretion to reduce bonus awards otherwise earned through the attainment of the performance goals.

        In December, 2008, in accordance with and pursuant to the 2006 Performance Bonus Plan, the Compensation Committee established objective, calculable and prospective goals under that plan. These goals were established by the Compensation Committee to be consistent with the operational and capital plans for fiscal 2009 received and approved by the Board at the beginning of the fiscal year. In establishing goals the Compensation Committee seeks to create incentives for the attainment of the strategic and operational objectives set by the Board. The Compensation Committee then considers the financial condition and operating results that would result if the plans were executed with varying degrees of success, and further considers the economic environment in which the management team is being expected to perform.

        Consistent with the strategy discussed by the Board, the Compensation Committee determined that objectives should be established in three different areas, each of which could be achieved independently. These objectives were achieving positive operating results, as measured by EBITDA, continuing to strengthen Griffon's balance sheet, as measured by working capital improvement, and promoting non-organic growth through acquisitions. Levels of achievement were established for each objective, up to a maximum potential bonus of $3 million for each objective and a maximum aggregate bonus of $5 million. The Compensation Committee retained the power to reduce (but not expectedincrease) the bonus actually awarded under the 2006 Performance Bonus Plan to assure that Harvey R. Blau, our Chairmanthe aggregate bonus actually paid under that Plan to any individual was, in the judgment of the Compensation Committee, reasonable and Chiefin the best interests of the Company.

        In considering the target levels for each objective, the Compensation Committee considered the substantial economic uncertainty that was prevalent globally in December 2008 when the target levels were set. In particular, the Compensation Committee considered that the Company's garage door business was likely to be seriously affected by the severe downturn in the real estate market and that the Company's plastics business could be affected by consumers shifting their purchasing choices to lower priced, more generic products, thereby reducing demand for the Company's higher margin products. The Compensation Committee noted the management changes in progress at the parent company level and the potential for those changes to result in increases in general and administrative expenses. The Compensation Committee concluded that the successful achievement of transition in management structure would contribute to the EBITDA targets that the Compensation Committee established, and that the EBITDA targets would create an incentive to control general and administrative expenses. Based on the foregoing, the Compensation Committee established an EBITDA target that ranged from $32 million as a minimum threshold for bonus eligibility under the 2006 Performance Bonus Plan for operational results to $55 million as the superior level of achievement, at which a maximum bonus could be awarded.

        In order to establish an incentive to maintain and enhance balance sheet strength, the Compensation Committee established targets based upon working capital levels to be attained at the end of fiscal 2009. The Compensation Committee noted that Griffon's senior subordinated convertible bonds could be put to the Company in July 2010, and, accordingly, the indebtedness evidenced by those securities would be classified as short term indebtedness rather than as long term indebtedness beginning in July, 2009. Absent other changes, this reclassification would result in a substantial reduction in the Company's working capital at the end of fiscal 2009; and the Compensation Committee believed that maintenance of a strong working capital position would be beneficial to the Company and its businesses, especially in light of the economic uncertainties that existed at the time that the targets were set. In establishing the working capital objectives under the 2006 Performance Bonus Plan, the Compensation Committee considered the projected level of working capital at year end, absent corporate action led by management. The fiscal year end working capital levels permitting the payment of bonuses ranged from $445 million as a minimum threshold to $630 million at which a maximum bonus could be awarded.

        While not a primary objective for fiscal 2009, the Board wanted Mr. Kramer and the senior management team to grow the Company's revenues through acquisitions. In order to assure that bonus potential could only be achieved for meaningful accomplishments in this area, the Compensation Committee determined that targets should be established on the basis of the level of revenues of companies that are acquired.

        After the conclusion of fiscal 2009 and the preparation of the Company's financial statements, the Compensation Committee held meetings that its consultant attended for the principal purpose of reviewing the extent to which targets established under the 2006 Performance Bonus Plan were attained and considering the extent to which bonuses under that plan would be paid. The Committee determined that Mr. Kramer was eligible for a $3 million bonus as a result of the attainment of a superior result based upon the EBITDA generated by the Company's operations, and that he was eligible for a bonus of $600,000 based upon the level of the Company's working capital at year end. No material acquisitions were made in fiscal 2009; and accordingly no bonus could be awarded with respect to that target. The Compensation Committee then reviewed the aggregate bonus potentially payable to Mr. Kramer and concluded that, because EBITDA substantially contributed to the attainment of the working capital target, the Compensation Committee would exercise its negative discretion and reduce Mr. Kramer's potential bonus by $600,000, or approximately 17%. The Compensation Committee concluded that Mr. Kramer's bonus would be reasonable and in the best interests of the Company.

        Pursuant to Mr. Wetmore's employment agreement, he was eligible to receive a discretionary bonus with respect to fiscal 2009. The Compensation Committee awarded Mr. Wetmore a discretionary bonus of $50,000 in respect of the services Mr. Wetmore performed in fiscal 2009. The Compensation Committee awarded this amount to Mr. Wetmore based on a subjective analysis of the immediate effectiveness of Mr. Wetmore's leadership and finance skills, cost cutting initiatives and financial department enhancements, direction and guidance.

        The bonus for Mr. Alesia is discretionary and is based primarily upon a subjective analysis by the Compensation Committee of his individual performance. The Compensation Committee determined that Mr. Alesia made many financial, accounting, human resource, tax and administrative contributions

Executiveto the Company's success during the 2009 fiscal year. Significantly, Mr. Alesia provided important assistance in connection with the transition of the company's management and in accepting new responsibilities and challenges as the company's new Chief Administrative Officer. In consideration of these important services and his promotion to Chief Administrative Officer will participatethe Compensation Committee awarded Mr. Alesia a bonus of $217,000 in respect of fiscal 2009.

        In accordance with the terms of his negotiated separation agreement, Mr. Smith received a bonus of $85,000 in respect of fiscal 2009. See the discussion of Mr. Smith's separation agreement under "Employment Agreements" below.

        The Compensation Committee is in the process of establishing the performance goals for Messrs Kramer and Wetmore under the 2006 Performance Bonus Plan because he is already covered by other cash incentive bonus arrangements.Plan.

        Equity-based Compensation.    Equity-based compensation is designed to provide incentives to our executive officers to build shareholderstockholder value over the long term by aligning their interests with the interest of shareholders.stockholders. Historically, equity-based compensation consisted of stock options granted by the Compensation Committee under our stock option plans. In 2006, we began granting restricted stock awards as the Compensation Committee determined that this was a more effective motivatorvehicle for the motivation and retention of our executive officers. The Committee believes that equity-based compensation provides an incentive that focuses the executive's attention on managing our company from the perspective of an owner with an equity stake in the business. AmongIn determining the amount of equity-based compensation to be awarded to our named executive officers, the number of shares of restricted stock awarded or common stock subject to options granted to each individual generally depends uponCompensation Committee takes into consideration, among other things, the level of thatthe officer's responsibility.responsibility, performance of the officer, other compensation elements and the amount of previous grants of stock and options. The goal of the Compensation Committee is to retain and motivate the named executive officer to perform at the level we require. In addition, with respect to recruiting an executive officer to join our company, the amount of equity consideration may be negotiated to reflect the amount necessary to hire the desired person. The largest grants are generally awarded to the most senior officers who, in the view of the Compensation Committee, have the greatest potential impact on our profitability and growth. Previous grants of restricted stock and stock options are reviewed in determining the size of any executive's award in a particular year. In fiscal 2007, the Compensation Committee determined that prior grants were sufficient and did not grant new awards

        Pursuant to our named executive officers.

        The Board of Directors of our company adopted, in December 2005, the 2006 Equity Incentive Plan, which was approved bywe may issue up to 3,875,000 shares of our stockholders at our Annual Meeting of Stockholders held on February 3, 2006. In December 2007, our Board of Directors approved an amendment to this Incentive Plan to increase the shares available for issuance under the Incentive Plan by 350,000 sharescommon stock (if issued solely as restricted stock or awards other than stock options) or 700,0007,750,000 shares of our common stock (if awarded solely as stock options). The number of shares available will be reduced on a two-to-one basis for any award issued other than a stock option award. The purpose of this amendment to the Incentive Plan is to have available the shares necessary to incentivize a broader range of employees. The Compensation Committee believes that the Incentive Plan will allowallows our company to attract and retain executive management by providing them with appropriate equity-basedincentivesequity-based incentives and rewards for superior performance.

        In fiscal 2006, Harvey R. BlauOn October 1, 2008 and October 1, 2009, Mr. Kramer was granted 50,00075,000 shares and 25,000 shares of restricted stock, 10,000respectively, pursuant to our 2006 Equity Incentive Plan, vesting, subject to Mr. Kramer's continued employment, in full on April 1, 2011, subject to earlier vesting in the event of which vesteddeath, Disability, a Change in fiscal 2007,Control of our company or if Mr. Kramer is terminated without Cause or leaves for Good Reason (as such terms are defined in his Employment Agreement). On October 1, 2008, Mr. Kramer also received a ten-year option to purchase 350,000 shares of common stock at an exercise price equal to $20 per share, vesting, subject to Mr. Kramer's continued employment, in three equal installments on each of April 1, 2009, April 1, 2010, and April 1, 2011, also subject to accelerated

vesting as described above. These grants were made by the Compensation Committee pursuant to the terms of Mr. Kramer's Employment Agreement and in an effort to recruit Mr. Kramer to join our company and forego the economic opportunity he had at his former employer.

        On March 31, 2009, Mr. Kramer also was granted 675,000 shares of restricted stock pursuant to our 2006 Equity Incentive Plan, vesting, subject to Mr. Kramer's continued employment, in full on March 31, 2013, also subject to accelerated vesting as described above, as required under the terms of Mr. Kramer's employment agreement. The Compensation Committee made this grant to Mr. Kramer due to his stewardship of the significant improvement in our company's balance sheet, including his key planning and leadership role in our company's complex debt refinancings, equity capitalization increase and exit from the Installation Services segment. Mr. Kramer initiated and then successfully led the innovative planning for the rights offering that resulted in our company being in a substantially stronger cash position at a time when credit has tightened. The Compensation Committee consulted with its independent compensation consulting firm, GK Partners, to determine if the size and terms of the award were appropriate. GK Partners advised that, especially considering the performance milestones that the company under Mr. Kramer's stewardship had already achieved, the cost and the size of the award was reasonable. GK Partners also advised that as securing Mr. Kramer's services were a high priority item for the Compensation Committee a cliff vesting period of four years was appropriate.

        Effective September 2009, pursuant to the terms of his employment agreement, Douglas J. Wetmore was granted 200,000 shares of restricted stock under our 2006 Equity Incentive Plan vesting in full on September 1, 2013, subject to earlier vesting in full if Mr. Wetmore is terminated without Cause or leaves for Good Reason (as such terms are defined in his Employment Agreement) or, subject to earlier partial accelerated vesting, if Mr. Wetmore is terminated due to death or Disability, in a ratio equal to the number of days worked by Mr. Wetmore from the grant date through such termination date over 1460. The award was made to Mr. Wetmore to recruit him to join the company.

        In August 2009, Patrick L. Alesia was granted 25,000 shares of restricted stock under our 2006 Equity Incentive Plan vesting in full on August 6, 2013, subject to earlier vesting in the event of death, disability, or upon certain terminations of employment following a change in control of our company. The Compensation Committee made this grant in consideration of Mr. Alesia's promotion to Chief Administrative Officer. The Compensation Committee believed that the additional grant was of sufficient size, especially in consideration of Mr. Alesia's other items of compensation to reflect the additional responsibilities that Mr. Alesia would be undertaking in light of the promotion. The Committee decided that a four year cliff vesting period would provide sufficient retention of this executive. The Compensation Committee provided a so-called double trigger vesting provision on this award because the Compensation Committee believes such a provision provides executive with incentive during the sale process to remain with the company throughout a potential period of uncertainty presented by a change in control scenario.

        On November 18, 2009, the Compensation Committee awarded Mr. Kramer a grant of 200,000 shares of restricted stock. Subject to Mr. Kramer's continued employment with the company, this award of restricted stock will cliff vest in full on November 18, 2013, subject to earlier vesting in the event of death, Disability, a Change in Control of our company or if Mr. Kramer is terminated without Cause or leaves for Good Reason (as such terms are defined in his Employment Agreement). The

Compensation Committee determined to grant this award based on the importance the Compensation Committee ascribes to (i) retaining Mr. Kramer as our Chief Executive Officer, taking into account Mr. Kramer's management skills and performance, including his skill in managing the company's diverse business units and his ability to design and complete complicated financing transactions, such as the company's recent rights offering, and (ii) providing the appropriate levels of share ownership and motivation and alignment with the interests of our shareholders. In this regard, Compensation Committee also determined that long-term equity compensation should be a more significant portion of the chief executive officer's compensation, because, as noted above, such awards provide (a) incentives for Mr. Kramer to remain as our chief executive officer and align his interests with the interests of the company's shareholders and (b) a measure of compensation risk to management in that they require Mr. Kramer to remain with the company for a significant period of time before he vests and effectively subjects Mr. Kramer to the same share value risks to which our shareholders will be subject to during the four-year cliff vesting period.

        On November 18, 2009, the Compensation Committee awarded Mr. Wetmore a grant of 15,000 shares of restricted stock. Subject to Mr. Wetmore's continued employment with the company, this award of restricted stock 3,000 of which vestedwill cliff vest in fiscal 2007. It has been our policyfull on November 18, 2013, subject to consider equity grants from time-to-time andearlier vesting in full if Mr. Wetmore is terminated without Cause or leaves for Good Reason (as such terms are defined in his Employment Agreement) or, subject to grant equity awards at the time of quarterly regularly scheduled meetings of the Board of Directors as we believe this providesearlier partial accelerated vesting, if Mr. Wetmore is terminated due to death or Disability, in a level of consistencyratio equal to the grantingnumber of awards.days worked by Mr. Wetmore from the grant date through such termination date over 1460. The Compensation Committee reviewed prior grantsdetermined to grant this award based on a subjective analysis of Mr. Wetmore's leadership and finance skills, cost cutting initiatives and his immediate and improved stewardship of our company's financial department. The Compensation Committee also determined that long-term equity compensation should be a more significant portion of the chief financial officer's compensation, because such awards provide (i) incentives for Mr. Wetmore to remain as our chief financial officer and to align his interests with those of the company's shareholders and (ii) a measure of compensation risk to management in fiscal 2007, includingthat they require Mr. Wetmore to remain with the company for a significant period of time before he vests and effectively subjects Mr. Wetmore to the same share value risks to which our shareholders will be subject to during the four-year cliff vesting period.

        With respect to the vesting period on each of these restricted stock granted toawards, the named executive officers in fiscal 2006, andCompensation Committee determined that no additional grants were needed.the company would benefit from the retention element provided by a four year cliff vesting period with respect to each executive. Additionally, the Compensation Committee determined that cliff vesting, rather than pro-rata annual vesting, would better align the executive's compensation interests with longer-term strategic business strategies and tactics during the critical next four fiscal years, and reduce any motivation to engage in short-term strategies that may increase the company's share price in the near term, but not create the best foundation for maximizing long-term shareholder value.

        Retirement, Health and Welfare Benefits and Other Perquisites.    Effective October 1, 1996, we adopted the Griffon Corporation Supplemental Executive Retirement Plan (SERP) for certain of our officers. The company adopted and continues to maintain the SERP for its long service employees as

an incentive for both current performance and continued service with theour company. Harvey R. Blau and Patrick L. Alesia areis our only currently active participantscurrent employee who participates in such plan. The SERP was amended and restated on July 18, 2006 and subsequently amended on August 3, 2007. These amendments served to bring the provisions of the SERP into compliance with Section 409A of the Internal Revenue Code and related regulations. In addition, the August 2007 amendment served to provide for payments upon a participant's disability, to

adopt more accurate mortality assumptions and to provide for the elimination of certain benefit reductions with regard to selected participants.

        The normal retirement age under the SERP is 72. No benefit is payable unless a participant is vested at the time of termination of employment. A participant's right to receive a benefit vests after 20 years of service and one year of participation in the SERP, or upon a Change of Control (as defined in the SERP).

        The SERP provides an annual benefit upon termination equal to the sum of .25% of Average Base Salary and 1.5% of Average Bonus/Incentive Compensation multiplied by completed years of service (up to a maximum of 30). "Average" means the average of the three highest paid years out of the last ten prior to retirement. The benefit may be reduced by any Social Security benefit attributable to the employment of the participant. Benefits are adjusted for early retirement and retirement after the normal retirement date. Retirement benefits are payable for life, with a guarantee of 10 years of payments. In addition, the SERP provides a pre-retirement death benefit payable for 10 years to the participant's beneficiary. Notwithstanding the foregoing, upon a Change in Control (as defined in the SERP), the participant's retirement benefits will be paid in a lump sum.

        In addition, our executive officers are entitled to participate in all of our employee benefit plans, including medical, dental, vision, group life, disability, accidental death and dismemberment insurance and the Griffon Corporation 401(k) Retirement Plan and Employee Stock Ownership Plan. We provide vacation and paid holidays to our executive officers. We provide additional medical benefits to our named executive officers pursuant to a secondary health insurance plan that covers items not covered by our primary health insurance plan available to our employees generally. We also provide certain of our executive officers with a leased car country club membership andor allowance and/or additional life insurance not available to our employees generally. We provide these perquisites to Mr. BlauKramer and Mr. Wetmore pursuant to the terms of histheir respective employment agreementagreements and to Mr. Alesia and Mr. Smith as a means to retain his valuedtheir services to theour company. See the Summary Compensation Table for details regarding the value of perquisites received by our executive officers during fiscal 2007.

        Harvey R. Blau, pursuant to our Senior Management Incentive Compensation Plan, acquired 275,000 shares of common stock in lieu of bonus payments from fiscal 1998 through fiscal 2002. These shares have been deferred and will be delivered to him upon termination of employment. We have not issued any shares and have not permitted our employees to defer any income under this plan since fiscal 2002.officers.

Employment Agreements

        In July 2001,March 2008, we entered into an amended and restated employment agreement with Harvey R. Blau,Ronald J. Kramer, pursuant to which he became our Chief Executive Officer. In August 2003, the agreement was amended to extend its term until DecemberOfficer effective April 1, 2009. Such agreement was further amended in each of July 2006 and August 2007 in part to bring the existing agreement into compliance with new Section 409A of the Internal Revenue Code.2008. Pursuant to the terms of the employment agreement, Mr. Blau receives a base salary subject to an annual cost of living increase and an annual bonus calculated in accordance with our Senior Management Incentive Compensation Plan. Mr. Blau's base salary in the fiscal year ended September 30, 2007 was $950,000. Under the Senior Management Plan, Mr. Blau is entitled to receive a bonus based upon our consolidated pretax earnings, as defined, for each fiscal year. Mr. Blau's annual bonus equals 4% of the first $5,000,000 of consolidated pretax earnings, plus 5% of the amount of consolidated pretax earnings in excess of $5,000,000. Mr. Blau's bonus for fiscal 2007 was $1,612,000.

        The employment agreement further provides for a five-year consulting period after certain terminationsKramer's term of employment duringwith us continues for three years from the date on which either party gives notice that the term of employment will not be further renewed. During the term of employment, Mr. Blau will receive consulting payments inKramer receives an annual amount equal to two-thirds of his last annual base salary of $775,000 per annum (increased to $800,000 commencing December 1, 2008), subject to cost of living and discretionary increases. The employment agreement also provides for cost of living adjustments, life insurance and medical care reimbursement forUnder the executive and his spouse. In addition, the employment agreement provides, following the disabilityterms of the executive,agreement, Mr. Kramer is eligible for lifetime medical insurance for the executivean annual performance based bonus (at a target of 150% of base salary), and his spouse (or a lump sum payment in lieu thereof under certain circumstances) and, following the death of the executive, for such insurance for his spouse.

        If Mr. Blau's employment is terminateddiscretionary bonuses as determined by the company without "Cause" or by the Executive for "Good Reason" (as such terms are defined in the employment agreement), thenCompensation Committee. Mr. Blau shallKramer is also be entitled to receive: a lump sum payment of the bonus (determined in accordance with the employment agreement) and base salary to be paid over the then remaining term; continued medical coverage for Mr. Blau and his spouse over their respective lifetimes; and continued participation in the benefit plans of the company over the remaining term. The employment agreement further provides that in the event there is a change in the control of the company, as defined therein, Mr. Blau shall be entitled to receive theseseverance payments irrespective ofupon termination of employment. In addition, we will provide the executive withhis employment under certain circumstances, as more fully described below under "Potential Payments Upon Termination or Change in Control." Additionally, in certain circumstances, as more fully described below under "Potential Payments Upon Termination or Change in Control," Mr. Kramer is entitled in certain circumstances to receive a tax gross-up payment to cover any excise tax due.due under Section 4999 of the Internal Revenue Code. The Compensation Committee determined

that it was appropriate to include this tax gross-up provision in Mr. Kramer's employment agreement as a means of recruiting him to join the company. Although Compensation Committee's general policy is to not provide tax gross-ups, Mr. Kramer received this gross-up in connection with the negotiation to recruit him to join the company. Mr. Kramer received the severance arrangement as an inducement to recruit him to join our company.

        InPursuant to the terms of Mr. Kramer's employment agreement, Mr. Kramer received the restricted stock and option grants (other than the restricted stock grants made on March 2005,31, 2009 and November 18, 2009) described above under "Equity Based Compensation."

        On August 6, 2009, we entered into an employment agreement with Eric P. Edelstein,Douglas J. Wetmore, pursuant to which he became our formerExecutive Vice President and Chief Financial Officer.Officer effective September 1, 2009. Pursuant to the employment agreement, Mr. Edelstein retired,Wetmore's initial term of employment will continue until September 1, 2013 and thereafter will automatically renew for successive one-year periods, unless either party provides appropriate notice of non-renewal to the other party. During the term of his employment, ended, on November 30, 2007. The agreement provided for (i)Mr. Wetmore will receive a base salary of $500,000 per annum, subject to discretionary increases. Commencing with the 2010 fiscal year, and (ii)Mr. Wetmore shall be eligible for an annual performance based bonus (at a bonus equaltarget of 75% of base salary). Mr. Wetmore shall also be entitled to receive severance payments upon termination of his employment under certain circumstances, as more fully described below under "Potential Payments Upon Termination or Change in Control." Mr. Wetmore received the severance arrangement as an inducement to recruit him to join our company.

        Pursuant to the difference between 1%terms of Mr. Wetmore's employment agreement, on September 1, 2009, Mr. Wetmore received a restricted stock grant of 200,000 shares of common stock under the Company's 2006 Equity Incentive Plan, which will vest on September 1, 2013, subject to Mr. Wetmore's continued employment with the company. Notwithstanding the foregoing, the restricted stock grant shall immediately vest in full in the event of termination of Mr. Wetmore's employment without Cause or if he leaves for Good Reason (as such terms are defined in Mr. Wetmore's employment agreement). If we terminate Mr. Wetmore's employment due to disability, a pro-rata portion of the consolidated pretax earnings of the company and the base salary paid to Mr. Edelstein. The bonus for fiscal 2005 and for fiscal 2006 was at a minimum annual rate of $350,000. No bonus was payable in respect of fiscal year 2007.restricted stock grant will vest.

        Patrick L. Alesia, our Chief Administrative Officer, Vice President, Chief Financial Officer, Treasurer and Secretary, and Franklin H. Smith, our former Executive Vice President, since November 2007, are not bound by an employment agreement with us. In July 2006, however, we entered intous, but during fiscal 2009 each has a severance agreement, with Mr. Alesia, which was amendedprovides severance in August 2007 to bring the existing agreement into compliance with Section 409Aevent that the executive is terminated under certain circumstances within 24 months of the Internal Revenue Code, anda change in November 2007 we entered into a severance agreement with Mr. Smith.control. The severance agreements have an initial term expiring July 18, 2008,are subject to automatic renewal unless a party gives 120 days prior written notice to the other of non-renewal; notwithstanding the foregoing, the severance agreements shall not terminate if a change in control occurs during the term of the severance agreements. During the term of their severance agreements, the executives have agreed to continue to perform their regular respective duties as an executive of our company.

        TheThese severance agreements, entered into in July 2006, provide that if, within 24 months of a change in control (as defined in the severance agreements and summarized below) of our company, the executive's employment with us is terminated by us without Cause or by the executive for Good Reason (as

(as such terms are defined in the severance agreements), then the executive will be entitled to, among other things, a lump sum payment of 2.5 times his base salary plus the average of the bonuses received by the executive in the prior three fiscal years. If any payments or benefits payable to the executive would be subject to the excise tax under Section 280G of the Internal Revenue Code, then such portion of the executive's payments would be forfeited so that no such excise tax would be incurred. All benefits payable under the severance agreements will be subject to the six-month payment delay under Section 409A of the Internal Revenue Code, if