Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of
Report (Date of earliest event reported): March
16, 2008
GRIFFON
CORPORATION
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
|
1-6620
|
11-1893410
|
|
(State
or Other Jurisdiction
|
(Commission
|
(I.R.S.
Employer
|
|
of
Incorporation)
|
File
Number)
|
Identification
Number)
|
|
100
Jericho Quadrangle
|
|
|
Jericho,
New York
|
11753
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
(516)
938-5544
(Registrant’s
telephone number, including area code)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
Written
communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting
material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant
to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
o Pre-commencement
communications
pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
Item
5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On
March
16, 2008, Griffon Corporation (the “Company”) entered into an Employment
Agreement (the “Employment Agreement”) with Ronald J. Kramer, pursuant to which
he will become the Chief Executive Officer of the Company effective April 1,
2008 (the “Commencement Date”). Mr. Kramer (age 49) has been a director of the
Company since 1993 and Vice Chairman of the Board since November 2003, which
positions he will retain. Since 2002, Mr. Kramer has served as President and
as
a director of Wynn Resorts, Ltd., a developer, owner and operator of hotel
casino resorts. Mr. Kramer will cease being employed by Wynn Resorts effective
March 31, 2008. 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 Monster Worldwide, Inc., a global provider of career solutions,
and
Sapphire Industrials Corp., a blank check company. Mr. Kramer is the son-in-law
of Mr. Harvey R. Blau, the Company’s Chairman of the Board.
Pursuant
to the terms of the Employment Agreement, Mr.
Kramer’s term of employment with the Company will continue for
three
years from the date on which either party gives notice that the term of
employment will not be further renewed (the
“Term”). During the Term, Mr. Kramer will receive an annual base salary
of $775,000 per annum, subject to cost of living and discretionary increases.
Mr. Kramer shall also be entitled to a guaranteed bonus of $581,250 in respect
of the Company’s 2008 fiscal year, and an annual bonus of between 0% and 250% of
his base salary, with a target bonus of 150% of base salary, for fiscal years
thereafter based upon achievement of performance objectives. Mr. Kramer shall
also be entitled to receive severance payments upon termination of his
employment under certain circumstances, as more fully set forth in the
Employment Agreement.
On
the
Commencement Date, and on or shortly after October 1, 2008 and October 1, 2009,
Mr. Kramer shall receive restricted stock grants of 250,000 shares of common
stock, 75,000 shares of common stock, and 25,000 shares of common stock,
respectively, each vesting three years after the Commencement Date. On or
shortly after October 1, 2008, Mr. Kramer shall also receive a ten-year option
to purchase 350,000 shares of common stock at an exercise price equal to the
greater of $20 per share or the fair market value of the common stock on the
date of grant, vesting in three equal installments on each anniversary of the
Commencement Date. All equity awards shall immediately vest in the event of
termination of Mr. Kramer’s employment without Cause, if he leaves for Good
Reason, or upon his death, Disability or a Change in Control (as such terms
are
defined in the Employment Agreement).
On
March
16, 2008, Harvey R. Blau notified the Company of his intention to retire from
his position as Chief Executive Officer of the Company effective as of April
1,
2008. Mr. Blau will remain as non-executive Chairman of the Board of Directors
and will become a consultant to the Company pursuant to the terms of his
employment agreement.
The
foregoing descriptions are not complete and are qualified in their entirety
by
reference to the Employment Agreement filed as Exhibit 10.1 hereto which is
incorporated herein by reference.
Item
9.01. Financial
Statements and Exhibits.
(d)
Exhibits.
|
10.1
|
Employment
Agreement, dated March 16, 2008, between the Registrant and Ronald
J.
Kramer
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
|
| |
|
|
By:
|
/s/
Patrick
L. Alesia |
| |
Patrick
L. Alesia
|
| |
Vice
President,
|
| |
|
| |
Treasurer
and Secretary
|
Date:
March 19, 2008
Exhibit
Index
|
10.1
|
Employment
Agreement, dated March 16, 2008, between the Registrant and Ronald
J.
Kramer
|