Amendment No. 2 to Employment Agreement made as of April 28, 2022 by and between Griffon Corporation and Robert F. Mehmel

“(ii)    a reduction by Griffon in Mehmel’s Salary, target annual bonus amount or target long-term bonus amount, other than a percentage reduction applied equally to all senior executives that does not exceed 10% of any such component of compensation;”

“(iii)     for the period commencing on the date of Mehmel’s termination of employment and continuing until December 31 of the second calendar year following the calendar year in which Mehmel’s employment terminates (the “Continuation Period”), either (x) subject to Mehmel making a timely election and continued eligibility to elect benefits under COBRA and Mehmel’s continued payment of premiums at active employee rates, continued medical and other group health coverage for Mehmel and his eligible dependents under Griffon’s medical and group health plans (which expressly include Griffon’s Group Health Plan, the ArmadaCare Ultimate Health Plan and the Supplemental Health Benefits Plan for Senior Executives) or (y) if Griffon determines in its sole discretion that any such coverage cannot be provided under the governing plan documents or that providing such coverage would result in a fine, penalty or other violation of law, monthly payments equal to the premium amounts (including both employer and employee portions) or other claims paid by Griffon under such coverages; provided, however, that in the event that any such coverage is discontinued following a Change in Control or Griffon or any successor otherwise fails to provide Mehmel access to such coverage following a Change in Control, Griffon shall either provide equivalent coverage, provide Mehmel an amount in cash to procure equivalent coverage on an individual basis or otherwise continue to pay applicable claims that would have been reimbursed under such coverage.”

“Mehmel and Griffon hereby agree that the calculation of any reduction in payments contemplated by this Section 11 and any tax withholding due in connection with any Excise Tax shall be made by Golden Parachute Tax Solutions LLC (or another nationally recognized certified public accounting or professional firm that is recognized as an expert in determinations and calculations for purposes of Section 280G of the Code, selected by Griffon and consented to by Mehmel, such consent not to be unreasonably withheld or delayed) (the “Calculating Firm”) and the determination of any such reduction in payments or Excise Tax withholding shall be conclusive and binding on Mehmel absent manifest error. All fees and expenses of the Calculating Firm shall be borne solely by Griffon. Prior to any reduction in payments contemplated by this Section 11, Griffon shall provide Mehmel with a report setting forth its calculations and the amount of such reduction, along with adequate supporting information.”

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the day and year first written above.