STOCKHOLDERS’ EQUITY AND EQUITY COMPENSATION

During 2016, 2015 and 2014, the Company declared and paid dividends totaling $0.20 per share, $0.16 per share and $0.12 per share, respectively. The Company currently intends to pay dividends each quarter; however, payment of dividends is determined by the Board of Directors at its discretion based on various factors, and no assurance can be provided as to the payment of future dividends.

On January 29, 2016, shareholders approved the Griffon Corporation 2016 Equity Incentive Plan ("Incentive Plan") under which awards of performance shares, performance units, stock options, stock appreciation rights, restricted shares, restricted stock units, deferred shares and other stock-based awards may be granted. Options granted under the Incentive Plan may be either “incentive stock options” or nonqualified stock options, generally expire ten years after the date of grant and are granted at an exercise price of not less than 100% of the fair market value at the date of grant. The maximum number of shares of common stock available for award under the Incentive Plan is 2,350,000 (600,000 of which may be issued as incentive stock options), plus (i) any shares reserved for issuance under the 2011 Equity Incentive Plan as of the effective date of the Incentive Plan, and (ii) any shares underlying awards outstanding on such effective date under the 2011 Incentive Plan that are canceled or forfeited. As of September 30, 2016, 1,922,661 shares were available for grant.

All grants outstanding under former equity plans will continue under their terms; no additional awards will be granted under such plans.

Compensation expense for restricted stock and restricted stock units ("RSUs") is recognized ratably over the required service period based on the fair value of the grant, calculated as the number of shares (or RSUs) granted multiplied by the stock price on date of grant, and for performance shares (or performance RSUs), the likelihood of achieving the performance criteria. Compensation cost related to stock-based awards with graded vesting, generally over a period of three to four years, is recognized using the straight-line attribution method and recorded within Selling, general and administrative expenses. The following table summarizes the Company’s compensation expense relating to all stock-based incentive plans:



	For the Years Ended September 30,
	2016			2015			2014
Pre-tax compensation expense	$	10,136		$	11,110		$	11,473
Tax benefit	(3,553		)	(4,000		)	(3,224		)
Total stock-based compensation expense, net of tax	$	6,583		$	7,110		$	8,249

All stock options are vested. A summary of stock option activity for the year ended September 30, 2016 is as follows:



	Options
	Shares		Weighted Average Exercise Price		Weighted Average Contractual Term (Years)	Aggregated Intrinsic Value
Outstanding and Exercisable at September 30, 2015	425,450		$	20.86
Forfeited/Expired	(69,450	)	25.70
Outstanding and Exercisable at September 30, 2016	356,000		19.91		2.0	$	13



	Options Outstanding & Exercisable
Range of Exercises Prices	Shares	Weighted Average Exercise Price		Weighted Average Contractual Term (Years)
$14.78	6,000	$	14.78	0.8
$20.00	350,000	20.00		2.0
Totals	356,000

A summary of restricted stock activity, inclusive of restricted stock units, for the year ended September 30, 2016, is as follows:



	Shares		Weighted Average Grant- Date Fair Value
Unvested at September 30, 2015	3,400,035		$	12.01
Granted	1,049,704		11.21
Vested	(1,385,061	)	17.30
Forfeited	(196,158	)	12.86
Unvested at September 30, 2016	2,868,520		12.10

The fair value of restricted stock which vested during the year ended September 30, 2016, 2015, and 2014 was $23,965, $5,068 and $14,058, respectively.

Unrecognized compensation expense related to non-vested shares of restricted stock was $18,881 at September 30, 2016 and will be recognized over a weighted average vesting period of 1.4 years.

At September 30, 2016, a total of approximately 5,147,200 shares of Griffon’s authorized Common Stock were reserved for issuance in connection with stock compensation plans.

During the first quarter of 2016, Griffon granted 372,243 shares of restricted stock, subject to certain performance conditions, with vesting periods of three years, with a total fair value of $6,425, or a weighted average fair value of $17.26 per share. During the second quarter of 2016, Griffon granted 677,461 shares of restricted stock consisting of 605,000 shares to two senior executives with a vesting period of four years and a two year post-vesting holding period, and 31,761 shares of restricted stock, subject to certain performance conditions, with a vesting period of three years and a fair value of $473, or a weighted average fair value of $14.90 per share. Griffon also granted 40,700 shares with a vesting period of three years and a fair value of $618, or a weighted average fair value of $15.18 per share. The grants issued to two senior executive are subject to the achievement of certain absolute and relative performance conditions relating to the price of Griffon’s common stock. So long as the minimum performance condition is attained, the amount of shares that can vest will range from 220,000 to 605,000. The Monte Carlo Simulation model was chosen to value the two senior executive awards; the total fair value of these restricted shares is approximately $4,247, or a weighted average fair value of $7.02. During the third and fourth quarters of 2016, no shares of restricted stock were granted.

On each of August 2011, May 2014, March 20, 2015, July 30, 2015 and August 3, 2016, Griffon’s Board of Directors authorized the repurchase of up to $50,000 of Griffon’s outstanding common stock. Under these repurchase programs, the Company may purchase shares of its common stock, depending upon market conditions, in open market or privately negotiated transactions, including pursuant to a 10b5-1 plan. Shares repurchased are recorded at cost. During 2014, Griffon purchased 1,906,631 shares of common stock under the August 2011 and May 2014 repurchase programs, for a total of $23,167 or $12.15 per share. During 2015, Griffon purchased 5,311,915 shares of common stock under the May 2014 and March 2015 programs, for a total of $80,934, or $15.24 per share. During 2016, Griffon purchased 3,549,077 shares of common stock under the March 2015 and July 2015 programs, for a total of $56,288, or $15.86 per share. Since August 2011 and through September 30, 2016, Griffon repurchased 20,300,298 shares of common stock, for a total of $259,420 or $12.78 per share, under Board authorized share repurchase programs (which repurchases included exhausting the remaining availability under a Board authorized repurchase program that was in existence prior to 2011). This included the repurchase of 15,855,854 shares on the open market, as well as the December 10, 2013 repurchase of 4,444,444 shares from GS Direct for $50,000, or $11.25 per share. At September 30, 2016, an aggregate of $51,637 remains under Griffon's July 2015 and August 2016 Board authorized repurchase programs.

In addition to the repurchases under Board authorized programs, during 2016, 510,843 shares, with a market value of $8,788, or $17.20 per share, were withheld to settle employee taxes due upon the vesting of restricted stock.

On December 10, 2013, Griffon repurchased 4,444,444 shares of its common stock for $50,000 from GS Direct, L.L.C. (“GS Direct”), an affiliate of The Goldman Sachs Group, Inc. The repurchase was effected in a private transaction at a per share price of $11.25, an approximate 9.2% discount to the stock’s closing price on November 12, 2013, the day before announcement of the transaction. The transaction was exclusive of the Company´s August 2011, $50,000 authorized share repurchase program. After closing the transaction, GS Direct continued to hold approximately 5.56 million shares (approximately 10% of the shares outstanding at such time) of Griffon’s common stock. Subject to certain exceptions, if GS Direct intends to sell its remaining shares of Griffon common stock at any time prior to December 31, 2017, it will first negotiate in good faith to sell such shares to the Company.

During 2014, Griffon’s Board of Directors authorized the ESOP to purchase up to $20,000 of Griffon’s outstanding common stock, depending upon market conditions, in open market or privately negotiated transactions, including pursuant to a 10b5-1 plan. During 2014, the ESOP purchased 1,591,117 shares of common stock, for a total of $20,000 or $12.57 per share. Subsequent to September 30, 2016 and through November 11, 2016, Griffon's ESOP purchased 548,912 shares of common stock for a total of $9,213 or $16.78 per share. The remaining amount available on the authorization is $1,695.

In connection with the Northcote acquisition, Griffon entered into certain retention arrangements with Northcote management. Under these arrangements, on January 10, 2014, Griffon issued 44,476 shares of common stock to Northcote management for an aggregate purchase price of $584 or $13.13 per share, and for each share of common stock purchased, Northcote management received one restricted stock unit (included in the detail in the prior paragraph), that vests in three equal installments over three years, subject to the attainment of specified performance criteria.