Common use of Membership and Meetings Clause in Contracts

Membership and Meetings. The Committee shall consist of five members, two of whom shall be designees of GS Direct, L.L.C. (the “Investor”) so long as the Investor is entitled pursuant to Section 7.2(a) of the Investment Agreement between Griffon Corporation (the “Company”) and the Investor dated August 7, 2008 (the “Investment Agreement”) to designate two (2) or more members to the Board of Directors, provided, if the Investor is entitled pursuant to the Investment Agreement to designate only one (1) member to the Board of Directors, the Committee shall include only one Investor designee. The remaining members of the Committee shall be selected by a majority vote of the members of the Board of Directors not designated by the Investor. The Chairperson of the Committee who shall preside over meetings will be designated by the Committee from among the non-Investor designated members. The Committee shall meet from time to time as appropriate in discharge of its duties, provided it must meet at least once each fiscal year. The Chairperson shall be responsible for establishing the agendas for meetings of the Committee. An agenda, together with materials relating to the subject matter of each meeting, shall be sent to members of the Committee prior to each meeting. Minutes for all meetings of the Committee shall be prepared to document the Committee’s discharge of its responsibilities. The minutes shall be circulated in draft form to all Committee members to ensure an accurate final record, shall be approved at a subsequent meeting of the Committee and shall be distributed periodically to the full Board of Directors. The Committee shall make regular reports to the Board of Directors. Responsibilities and Duties The following shall be the principal responsibilities of the Committee:

Membership and Meetings. The Committee shall consist of five members, two a maximum of whom three (3) directors. The Committee shall initially be designees of GS Direct, L.L.C. (co-chaired by Xx. Xxxxxxx X. DeMarco and Mr. Van X. Xxxxxxxxx; the “Investor”) so long as the Investor is entitled pursuant to Section 7.2(a) other member of the Investment Committee shall initially be Xx. Xxxxxx X. Galvin or another designee as set forth in the Settlement Agreement between Griffon Corporation (dated April 30, 2015, it being understood that if, for any reason, Xx. Xxxxxx is unable or unwilling to serve, the “Company”) and the Investor dated August 7, 2008 (the “Investment Agreement”) to designate Committee shall operate with two (2) or more members until the additional director is selected and appointed to the Board of Directors, provided, if the Investor is entitled pursuant Committee. Subject to the Investment Agreement terms of any agreement to designate only one (1) member to which the Board of DirectorsCompany may be party, the Committee shall include only one Investor designee. The remaining members of the Committee shall be selected appointed and may be removed solely for cause as defined by a majority vote Delaware law, and shall serve for such term as the Board determines or until their successors are elected or appointed. Subject to the terms of any agreement to which the Company may be party, the members of the Board of Directors not designated by Committee shall meet the Investor. The Chairperson independence requirements of the Committee who shall preside over meetings will be designated by listing standards of the Committee from among the non-Investor designated membersNasdaq Stock Market. The Committee shall (i) meet from time as often as its members shall determine to time as appropriate in discharge of its dutiesbe necessary, provided it must meet at least once each fiscal year. The Chairperson shall or meetings may be responsible for establishing the agendas for meetings of the Committee. An agenda, together with materials relating to the subject matter of each meeting, shall be sent to called by either Co-Chairman or any two (2) members of the Committee or the Chairman of the Board and (ii) hold meetings on at least two (2) business days’ prior written notice or such shorter period as to each meetingwhich the members of the Committee agree. Minutes for The Committee shall keep minutes and other relevant documentation of all meetings held. The Co-Chairs of the Committee shall be prepared to document responsible for scheduling all meetings of the Committee’s discharge , determining the agenda for each meeting (following consultation with other members of its responsibilities. The minutes shall be the Committee), ensuring that the agenda for each meeting is circulated to each Committee member in draft form to all Committee members to ensure an accurate final recordadvance of the meeting, shall be approved at a subsequent meeting presiding over meetings of the Committee and shall be distributed periodically coordinating reporting to the full Board Board. A vote of Directorsa majority of all members of the Committee will constitute an act of the Committee. The Committee shall have reasonable access to members of management, and management shall furnish to the Committee such financial information, projections and other information, support and cooperation as the Committee reasonably requests to assist it in performing its duties. In addition, the Committee may obtain reasonable assistance from management of the Company, and shall have the authority to retain and engage independent financial advisors and consultants at the expense of the Company in furtherance of the purposes and authority of the Committee as set forth above and below. The Committee shall make regular reports to the Board Board, and all recommendations of Directors. Responsibilities and Duties The following the Committee shall be reported to the principal responsibilities Board at the next regular meeting of the Committee:Board. The Committee shall remain in effect until the earlier of (i) ten (10) days prior to the deadline for submission of stockholder nominees for the Company’s 2016 annual meeting of stockholders or (ii) the date that is one hundred (100) days prior to the first anniversary of the Company’s 2015 annual meeting of stockholders, and, if determined by the Board, thereafter.

Membership and Meetings. The Committee shall consist of five members, two a maximum of whom three (3) directors. The Committee shall be designees co-chaired by Xx. Xxxxxx X. Galvin and Mr. Van X. Xxxxxxxxx; the other member of GS Direct, L.L.C. (the “Investor”) so long as the Investor is entitled pursuant to Section 7.2(a) of the Investment Agreement between Griffon Corporation (the “Company”) and the Investor dated August 7, 2008 (the “Investment Agreement”) to designate two (2) or more members to the Board of Directors, provided, if the Investor is entitled pursuant to the Investment Agreement to designate only one (1) member to the Board of Directors, the Committee shall include only one Investor designeebe Xx. The remaining Xxxxxx X. Miller. Subject to the terms of any agreement to which the Company may be party, the members of the Committee shall be selected appointed and may be removed solely for cause as defined by a majority vote Delaware law, and shall serve for such term as the Board determines or until their successors are elected or appointed. The Committee shall (i) meet as often as its members shall determine to be necessary, or meetings may be called by either Co-Chairman or any two (2) members of the Committee or the Chairman of the Board and (ii) hold meetings on at least two (2) business days’ prior written notice or such shorter period as to which the members of the Board of Directors not designated by the Investor. The Chairperson of the Committee who shall preside over meetings will be designated by the Committee from among the non-Investor designated membersagree. The Committee shall meet from time to time as appropriate in discharge keep minutes and other relevant documentation of its duties, provided it must meet at least once each fiscal yearall meetings held. The Chairperson shall be responsible for establishing the agendas for meetings of the Committee. An agenda, together with materials relating to the subject matter of each meeting, shall be sent to members of the Committee prior to each meeting. Minutes for all meetings Co-Chairs of the Committee shall be prepared to document responsible for scheduling all meetings of the Committee’s discharge , determining the agenda for each meeting (following consultation with other members of its responsibilities. The minutes shall be the Committee), ensuring that the agenda for each meeting is circulated to each Committee member in draft form to all Committee members to ensure an accurate final recordadvance of the meeting, shall be approved at a subsequent meeting presiding over meetings of the Committee and shall be distributed periodically coordinating reporting to the full Board Board. A vote of Directorsa majority of all members of the Committee will constitute an act of the Committee. The Committee shall have reasonable access to members of management, and management shall furnish to the Committee (as well as its advisors) such financial information, projections and other information, support and cooperation as the Committee reasonably requests to assist it in performing its duties. In addition, the Committee may obtain reasonable assistance from officers of the Company, and shall have the authority to retain and engage independent financial, legal and/or other advisors or consultants as reasonably necessary at the expense of the Company in furtherance of the purposes and authority of the Committee as set forth above and below. The Committee shall make regular reports to the Board Board, and all recommendations of Directors. Responsibilities and Duties The following the Committee shall be reported to the principal responsibilities Board at the next regular meeting of the Committee:Board or otherwise as appropriate. The Committee shall remain in effect until (A) the earlier of (i) ten (10) days prior to the deadline for submission of stockholder nominees for the Company’s 2017 annual meeting of stockholders or (ii) the date that is one hundred (100) days prior to the first anniversary of the Company’s 2016 annual meeting of stockholders or (B), if determined by the Board, thereafter.

Membership and Meetings. The Committee shall consist of five members, two a maximum of whom four (4) directors. The Committee shall be designees of GS Direct, L.L.C. (co-chaired by Mx. Xxxxxxx X. DeMarco and Mr. Van B. Xxxxxxxxx; the “Investor”) so long as the Investor is entitled pursuant to Section 7.2(a) of the Investment Agreement between Griffon Corporation (the “Company”) and the Investor dated August 7, 2008 (the “Investment Agreement”) to designate two (2) or more members to the Board of Directors, provided, if the Investor is entitled pursuant to the Investment Agreement to designate only one (1) member to the Board of Directors, the Committee shall include only one Investor designee. The remaining other members of the Committee shall be selected by a majority vote Mx. Xxxxxx X. Galvin and Mx. Xxxxxx X. Miller. Subject to the terms of any agreement to which the Company may be party, the members of the Board of Directors not designated by the Investor. The Chairperson of the Committee who shall preside over meetings will be designated by the Committee from among the non-Investor designated members. The Committee shall meet from time to time as appropriate in discharge of its duties, provided it must meet at least once each fiscal year. The Chairperson shall be responsible for establishing the agendas for meetings of the Committee. An agenda, together with materials relating to the subject matter of each meeting, shall be sent to members of the Committee prior to each meeting. Minutes for all meetings of the Committee shall be prepared appointed and may be removed solely for cause as defined by Delaware law, and shall serve for such term as the Board determines or until their successors are elected or appointed. The Committee shall (i) meet as often as its members shall determine to document be necessary, or meetings may be called by either Co-Chairman or any two (2) members of the Committee or the Chairman of the Board and (ii) hold meetings on at least two (2) business days’ prior written notice or such shorter period as to which the members of the Committee agree. The Committee shall keep minutes and other relevant documentation of all meetings held. The Co-Chairs of the Committee shall be responsible for scheduling all meetings of the Committee’s discharge , determining the agenda for each meeting (following consultation with other members of its responsibilities. The minutes shall be the Committee), ensuring that the agenda for each meeting is circulated to each Committee member in draft form to all Committee members to ensure an accurate final recordadvance of the meeting, shall be approved at a subsequent meeting presiding over meetings of the Committee and shall be distributed periodically coordinating reporting to the full Board Board. A vote of Directorsa majority of all members of the Committee will constitute an act of the Committee. The Committee shall have reasonable access to members of management, and management shall furnish to the Committee (as well as its advisors) such financial information, projections and other information, support and cooperation as the Committee reasonably requests to assist it in performing its duties. In addition, the Committee may obtain reasonable assistance from officers of the Company, and shall have the authority to retain and engage independent financial, legal and/or other advisors or consultants as reasonably necessary at the expense of the Company in furtherance of the purposes and authority of the Committee as set forth above and below. The Committee shall make regular reports to the Board Board, and all recommendations of Directors. Responsibilities and Duties The following the Committee shall be reported to the principal responsibilities Board at the next regular meeting of the Committee:Board or otherwise as appropriate. The Committee shall remain in effect until (A) the earlier of (i) ten (10) days prior to the deadline for submission of stockholder nominees for the Company’s 2017 annual meeting of stockholders or (ii) the date that is one hundred (100) days prior to the first anniversary of the Company’s 2016 annual meeting of stockholders or (B), if determined by the Board, thereafter.

Membership and Meetings. The Committee shall consist of five members, two a maximum of whom three (3) directors. The Committee shall be designees co-chaired by Mx. Xxxxxx X. Galvin and Mr. Van B. Xxxxxxxxx; the other member of GS Direct, L.L.C. (the “Investor”) so long as the Investor is entitled pursuant to Section 7.2(a) of the Investment Agreement between Griffon Corporation (the “Company”) and the Investor dated August 7, 2008 (the “Investment Agreement”) to designate two (2) or more members to the Board of Directors, provided, if the Investor is entitled pursuant to the Investment Agreement to designate only one (1) member to the Board of Directors, the Committee shall include only one Investor designeebe Mx. The remaining Xxxxxx X. Miller. Subject to the terms of any agreement to which the Company may be party, the members of the Committee shall be selected appointed and may be removed solely for cause as defined by a majority vote Delaware law, and shall serve for such term as the Board determines or until their successors are elected or appointed. The Committee shall (i) meet as often as its members shall determine to be necessary, or meetings may be called by either Co-Chairman or any two (2) members of the Committee or the Chairman of the Board and (ii) hold meetings on at least two (2) business days’ prior written notice or such shorter period as to which the members of the Board of Directors not designated by the Investor. The Chairperson of the Committee who shall preside over meetings will be designated by the Committee from among the non-Investor designated membersagree. The Committee shall meet from time to time as appropriate in discharge keep minutes and other relevant documentation of its duties, provided it must meet at least once each fiscal yearall meetings held. The Chairperson shall be responsible for establishing the agendas for meetings of the Committee. An agenda, together with materials relating to the subject matter of each meeting, shall be sent to members of the Committee prior to each meeting. Minutes for all meetings Co-Chairs of the Committee shall be prepared to document responsible for scheduling all meetings of the Committee’s discharge , determining the agenda for each meeting (following consultation with other members of its responsibilities. The minutes shall be the Committee), ensuring that the agenda for each meeting is circulated to each Committee member in draft form to all Committee members to ensure an accurate final recordadvance of the meeting, shall be approved at a subsequent meeting presiding over meetings of the Committee and shall be distributed periodically coordinating reporting to the full Board Board. A vote of Directorsa majority of all members of the Committee will constitute an act of the Committee. The Committee shall have reasonable access to members of management, and management shall furnish to the Committee (as well as its advisors) such financial information, projections and other information, support and cooperation as the Committee reasonably requests to assist it in performing its duties. In addition, the Committee may obtain reasonable assistance from officers of the Company, and shall have the authority to retain and engage independent financial, legal and/or other advisors or consultants as reasonably necessary at the expense of the Company in furtherance of the purposes and authority of the Committee as set forth above and below. The Committee shall make regular reports to the Board Board, and all recommendations of Directors. Responsibilities and Duties The following the Committee shall be reported to the principal responsibilities Board at the next regular meeting of the Committee:Board or otherwise as appropriate. The Committee shall remain in effect until (A) the earlier of (i) ten (10) days prior to the deadline for submission of stockholder nominees for the Company’s 2017 annual meeting of stockholders or (ii) the date that is one hundred (100) days prior to the first anniversary of the Company’s 2016 annual meeting of stockholders or (B), if determined by the Board, thereafter.

Membership and Meetings. The Committee shall consist of five members, two a maximum of whom three (3) directors. The Committee shall initially be designees of GS Direct, L.L.C. (co-chaired by Mx. Xxxxxxx X. DeMarco and Mr. Van B. Xxxxxxxxx; the “Investor”) so long as the Investor is entitled pursuant to Section 7.2(a) other member of the Investment Committee shall initially be Mx. Xxxxxx X. Galvin or another designee as set forth in the Settlement Agreement between Griffon Corporation (dated April 30, 2015, it being understood that if, for any reason, Mx. Xxxxxx is unable or unwilling to serve, the “Company”) and the Investor dated August 7, 2008 (the “Investment Agreement”) to designate Committee shall operate with two (2) or more members until the additional director is selected and appointed to the Board of Directors, provided, if the Investor is entitled pursuant Committee. Subject to the Investment Agreement terms of any agreement to designate only one (1) member to which the Board of DirectorsCompany may be party, the Committee shall include only one Investor designee. The remaining members of the Committee shall be selected appointed and may be removed solely for cause as defined by a majority vote Delaware law, and shall serve for such term as the Board determines or until their successors are elected or appointed. Subject to the terms of any agreement to which the Company may be party, the members of the Board of Directors not designated by Committee shall meet the Investor. The Chairperson independence requirements of the Committee who shall preside over meetings will be designated by listing standards of the Committee from among the non-Investor designated membersNasdaq Stock Market. The Committee shall (i) meet from time as often as its members shall determine to time as appropriate in discharge of its dutiesbe necessary, provided it must meet at least once each fiscal year. The Chairperson shall or meetings may be responsible for establishing the agendas for meetings of the Committee. An agenda, together with materials relating to the subject matter of each meeting, shall be sent to called by either Co-Chairman or any two (2) members of the Committee or the Chairman of the Board and (ii) hold meetings on at least two (2) business days’ prior written notice or such shorter period as to each meetingwhich the members of the Committee agree. Minutes for The Committee shall keep minutes and other relevant documentation of all meetings held. The Co-Chairs of the Committee shall be prepared to document responsible for scheduling all meetings of the Committee’s discharge , determining the agenda for each meeting (following consultation with other members of its responsibilities. The minutes shall be the Committee), ensuring that the agenda for each meeting is circulated to each Committee member in draft form to all Committee members to ensure an accurate final recordadvance of the meeting, shall be approved at a subsequent meeting presiding over meetings of the Committee and shall be distributed periodically coordinating reporting to the full Board Board. A vote of Directorsa majority of all members of the Committee will constitute an act of the Committee. The Committee shall have reasonable access to members of management, and management shall furnish to the Committee such financial information, projections and other information, support and cooperation as the Committee reasonably requests to assist it in performing its duties. In addition, the Committee may obtain reasonable assistance from management of the Company, and shall have the authority to retain and engage independent financial advisors and consultants at the expense of the Company in furtherance of the purposes and authority of the Committee as set forth above and below. The Committee shall make regular reports to the Board Board, and all recommendations of Directors. Responsibilities and Duties The following the Committee shall be reported to the principal responsibilities Board at the next regular meeting of the Committee:Board. The Committee shall remain in effect until the earlier of (i) ten (10) days prior to the deadline for submission of stockholder nominees for the Company’s 2016 annual meeting of stockholders or (ii) the date that is one hundred (100) days prior to the first anniversary of the Company’s 2015 annual meeting of stockholders, and, if determined by the Board, thereafter.

Membership and Meetings. The Committee shall consist of five members, two a maximum of whom four (4) directors. The Committee shall be designees of GS Direct, L.L.C. (co-chaired by Xx. Xxxxxxx X. DeMarco and Mr. Van X. Xxxxxxxxx; the “Investor”) so long as the Investor is entitled pursuant to Section 7.2(a) of the Investment Agreement between Griffon Corporation (the “Company”) and the Investor dated August 7, 2008 (the “Investment Agreement”) to designate two (2) or more members to the Board of Directors, provided, if the Investor is entitled pursuant to the Investment Agreement to designate only one (1) member to the Board of Directors, the Committee shall include only one Investor designee. The remaining other members of the Committee shall be selected by a majority vote Xx. Xxxxxx X. Galvin and Xx. Xxxxxx X. Miller. Subject to the terms of any agreement to which the Company may be party, the members of the Board of Directors not designated by the Investor. The Chairperson of the Committee who shall preside over meetings will be designated by the Committee from among the non-Investor designated members. The Committee shall meet from time to time as appropriate in discharge of its duties, provided it must meet at least once each fiscal year. The Chairperson shall be responsible for establishing the agendas for meetings of the Committee. An agenda, together with materials relating to the subject matter of each meeting, shall be sent to members of the Committee prior to each meeting. Minutes for all meetings of the Committee shall be prepared appointed and may be removed solely for cause as defined by Delaware law, and shall serve for such term as the Board determines or until their successors are elected or appointed. The Committee shall (i) meet as often as its members shall determine to document be necessary, or meetings may be called by either Co-Chairman or any two (2) members of the Committee or the Chairman of the Board and (ii) hold meetings on at least two (2) business days’ prior written notice or such shorter period as to which the members of the Committee agree. The Committee shall keep minutes and other relevant documentation of all meetings held. The Co-Chairs of the Committee shall be responsible for scheduling all meetings of the Committee’s discharge , determining the agenda for each meeting (following consultation with other members of its responsibilities. The minutes shall be the Committee), ensuring that the agenda for each meeting is circulated to each Committee member in draft form to all Committee members to ensure an accurate final recordadvance of the meeting, shall be approved at a subsequent meeting presiding over meetings of the Committee and shall be distributed periodically coordinating reporting to the full Board Board. A vote of Directorsa majority of all members of the Committee will constitute an act of the Committee. The Committee shall have reasonable access to members of management, and management shall furnish to the Committee (as well as its advisors) such financial information, projections and other information, support and cooperation as the Committee reasonably requests to assist it in performing its duties. In addition, the Committee may obtain reasonable assistance from officers of the Company, and shall have the authority to retain and engage independent financial, legal and/or other advisors or consultants as reasonably necessary at the expense of the Company in furtherance of the purposes and authority of the Committee as set forth above and below. The Committee shall make regular reports to the Board Board, and all recommendations of Directors. Responsibilities and Duties The following the Committee shall be reported to the principal responsibilities Board at the next regular meeting of the Committee:Board or otherwise as appropriate. The Committee shall remain in effect until (A) the earlier of (i) ten (10) days prior to the deadline for submission of stockholder nominees for the Company’s 2017 annual meeting of stockholders or (ii) the date that is one hundred (100) days prior to the first anniversary of the Company’s 2016 annual meeting of stockholders or (B), if determined by the Board, thereafter.