-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AWMzmO17dFpDGvvBEe+W0XTt3bc2DpGg0HnvqWcl6J0TBxHaRvyxSeqIvQVieyxw yEDNjv6/CHu/C9vgLAD26Q== 0000894579-11-000103.txt : 20110215 0000894579-11-000103.hdr.sgml : 20110215 20110215173049 ACCESSION NUMBER: 0000894579-11-000103 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110211 FILED AS OF DATE: 20110215 DATE AS OF CHANGE: 20110215 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SUSSMAN MARTIN S CENTRAL INDEX KEY: 0001208675 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06620 FILM NUMBER: 11615299 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GRIFFON CORP CENTRAL INDEX KEY: 0000050725 STANDARD INDUSTRIAL CLASSIFICATION: METAL DOORS, SASH, FRAMES, MOLDING & TRIM [3442] IRS NUMBER: 111893410 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2129575000 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: INSTRUMENT SYSTEMS CORP /DE/ DATE OF NAME CHANGE: 19920703 4 1 edgar.xml PRIMARY DOCUMENT X0303 4 2011-02-11 0000050725 GRIFFON CORP GFF 0001208675 SUSSMAN MARTIN S 41 MAHAN ROAD OLD BETHPAGE NY 11804 1 0 0 0 Common Stock 2011-02-11 4 A 0 2500 0 A 33982 D Restricted stock grant under Company's 2011 Equity Incentive Plan. The stock will vest in three (3) equal annual installments beginning on February 11, 2012. Exhibit List Exhibit 24 - Power of Attorney /s/ Seth L. Kaplan, pursuant to power-of-attorney 2011-02-15 EX-24 2 sussmanpoa021511.htm Unassociated Document

POWER OF ATTORNEY

Know all by these presents that the undersigned hereby constitutes and appoints each of Seth L. Kaplan, Douglas J. Wetmore and Patrick L. Alesia signing individually, the undersigned's true and lawful attorney-in-fact to:

 
(1)
prepare and execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Griffon Corporation (the "Company"), (a) Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder, (b) Forms 144 in accordance with Rule 144 of the Securities Act of 1933, and (c) any other forms or reports the undersigned may be required to file, each in connection with the undersigned's ownership, acquisition, or disposition of securities of the Company; and

 
(2)
file such forms or reports with the United States Securities and Exchange Commission and any stock exchange or similar authority.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power or substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.

THIS POWER OF ATTORNEY shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company unless either revoked in writing by the undersigned or, as to each attorney-in-fact, until such time as such attorney-in-fact ceases to be an employee of Griffon Corporation or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 6th day of January, 2011.
 
 
 
   /s/ Martin S. Sussman  
 
Signature
    
   
   
   Martin S. Sussman  
 
Print Name
  
 


 
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