COMPENSATION COMMITTEE CHARTER
Griffon Corporation

Purpose

The Compensation Committee and its Chairperson are appointed by the Board to discharge the Board's responsibilities relating to compensation of the Company's executive officers. The Committee has overall responsibility for approving and evaluating the executive officer compensation plans, policies and programs of the Company.

The Compensation Committee shall review and approve an annual report on executive compensation for inclusion in the Company's proxy statement filed with the Securities and Exchange Commission.

Committee Membership

The Compensation Committee shall consist of at least three members. The members of the Compensation Committee shall (i) meet independence requirements of New York Stock Exchange; (ii) meet the definition of “non-employee director” under Rule 16b-3 of the Securities Exchange Act of 1934, as amended, and (iii) be an “outside director” for the purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended.

The members of the Compensation Committee shall be appointed by the Board on the recommendation of the Nominating and Corporate Governance Committee. Compensation Committee members may be replaced by the Board.

Meetings

The Committee shall meet as often as its members deem necessary to perform the Committee’s functions.

Committee Authority and Responsibilities

1. The Compensation Committee shall have the authority to retain and terminate any compensation consultant to be used to assist in the evaluation of Chief Executive Officer, senior executive or director compensation and shall have sole authority to approve the consultant's fees and other retention terms. The Compensation Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors. The Company will provide for appropriate funding, as determined by the Committee, for payment of compensation to any consulting firm or other advisors employed by the Committee.

2. The Compensation Committee shall annually review and approve corporate goals and objectives relevant to Chief Executive Officer compensation, evaluate the Chief Executive Officer's performance in light of those goals and objectives and, subject to the terms of any employment agreement between the Chief Executive Officer and the Company, shall determine and approve the Chief Executive Officer's compensation levels based on this evaluation. In determining the long term incentive component of Chief Executive Officer compensation, the Compensation Committee will consider the Company's performance and relative shareholder return, the value of similar incentive awards to Chief Executive Officers at comparable companies, the awards given to the Chief Executive Officer in past years and take into account the terms of any employment agreement.

3. Subject to the terms of any employment agreement with the Company, the Compensation Committee shall annually review and make recommendations to the Board with respect to (a) the compensation of all officers and other key executives, other than the Chief Executive Officer, (b) incentive compensation plans and (c) equity based plans.

4. The Compensation Committee shall administer the Company’s stock option and other equity-based plans.

5. The Compensation Committee may form and delegate authority to subcommittees when appropriate.

6. The Compensation Committee shall make regular reports to the Board.

7. The Compensation Committee shall periodically review and make recommendations to the Board related to compensation of directors.

8. The Compensation Committee shall review and reassess the adequacy of this Charter periodically and recommend any proposed changes to the Board for approval.

9. The Compensation Committee shall annually review its own performance.