Human Resources Committee Charter

 

The Board of Directors (the "Board") of Cenveo, Inc. (the "Company") hereby constitutes and establishes a Human Resources Committee (the "Committee") with the authority, purpose, responsibility and specific duties as described below.

Purpose and Responsibilities

The Committee has been formed to assist the Board in fulfilling its oversight responsibilities and to carry out the purposes and responsibilities required of it under applicable law and the requirements of the New York Stock Exchange (the "NYSE").

The primary purpose and responsibilities of the Committee are to:

  1. Review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO's performance in light of those goals and objectives, either as a committee or together with other independent directors (as directed by the Board), and determine and approve the CEO's compensation level based on the evaluation.
  2. Make recommendations to the Board with respect to non-CEO compensation, incentive-compensation plans and equity-based plans.
  3. Produce a Human Resources Committee report on executive compensation as required by the SEC to be included in the Company's annual proxy statement or annual report on Form 10-K filed with the SEC.

Membership and Operations

The Committee shall be comprised of two or more directors all of whom shall be "independent directors", as determined by the Board in accordance with Section 303A of the NYSE's Listed Company Manual ("Rule 303A") and the Standards for Independence set forth in the Company's Governance Guidelines. Members of the Committee and the Chair of the Committee shall be appointed and removed from time to time by the independent members of the Board.

The Committee shall meet at least one time per year, and as many times as the Committee deems necessary. The Chair shall have full voting rights. The Chair may call, in his or her discretion, special meetings of the Committee which meetings may be conducted telephonically. In the event that the Chair is absent from a meeting, the member with the greatest seniority on the Board shall chair the meeting unless the members agree otherwise. The Chair shall appoint a secretary of the Committee which need not be a member of the Committee or the Board and who may be an employee of the Company. The secretary shall keep minutes of the meeting but shall not be entitled to vote on matters presented for a vote unless otherwise a member of the Committee. Attendance by persons other than members of the Committee at meetings of the Committee shall be allowed only at the invitation of the Chair or a majority of the members.

If the Committee has at least three members, it may delegate portions of its duties to one or more subcommittees.

Additional Duties

  1. Review and administer all components of executive compensation programs.
  2. Review and recommend executive officers salaries on an annual basis.
  3. Designate those employees entitled to participate in executive compensation programs and the extent and terms of their participation.
  4. Review matters relating to the compensation of all employees entitled to participate in executive compensation programs and approve salaries of such persons except, that the Chief Executive Officer is authorized to establish such salaries on initial employment.
  5. Review with the Chief Executive Officer matters relating to management advancement and succession at the senior executive level.
  6. Review employee benefit programs and plans and, where appropriate, recommend changes thereto.
  7. Review and evaluate management's recommendations regarding retirement, long-term disability and other welfare benefit plan establishment, termination or design.
  8. Review and evaluate the status of the qualified retirement plans to be submitted to the Internal Revenue Service for determination of qualification.
  9. Establish procedures to ensure that if the Company is required to prepare an accounting restatement under the circumstances described in Section 304(a) of the Sarbanes-Oxley Act of 2002 ("Sarbanes"), the Company's Chief Executive and Financial Officers reimburse the Company for:
     
    Any bonus or other incentive-based or equity-based compensation received by that person from the Company during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever occurs first) of the financial document embodying such financial reporting requirement; and any profits realized from the sale of securities of the Company during the same 12-month period.
  10. Review and recommend from time to time Directors' compensation including compensation for members of Board committees and committee chairs.
  11. Conduct an annual performance self-evaluation as to the effectiveness of the Committee.
  12. Report to the Board at each regularly scheduled meeting

Powers

The Committee shall have such powers as are necessary or appropriate to accomplish its purposes, responsibilities and duties, including the power to engage (at the Company's expense) outside advisors to assist the Committee in the performance of its duties. The Committee may be required to investigate an activity of the Company related to the Committee's charter, and all employees are directed to cooperate in such investigation as requested by members of the Committee. The Committee is solely empowered to retain (at the Company's expense) and terminate persons or firms of persons having special competence as necessary to assist the Committee in fulfilling its responsibilities, including those of independence and objectivity. If the Committee retains any such persons or firms of persons, the Committee shall have sole authority to approve the fees and other retention terms. The Committee shall have the power to amend this charter from time to time subject to ratification by a majority of the independent members of the entire Board.

 


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