The purpose of the Compensation Committee of the Board of Directors (the “Board”) of Electronics For Imaging, Inc. (the “Company”) shall be to discharge the Board’s responsibilities relating to compensation of the Company’s executive officers and directors. The Compensation Committee has overall responsibility for approving and evaluating the executive officer compensation plans, policies and programs of the Company.

MEMBERSHIP

The Compensation Committee will be appointed by and will serve at the discretion of the Board. The Compensation Committee shall consist of no fewer than two members. Upon recommendation of the Nominating and Governance Committee, the members of the Compensation Committee will be appointed by the Board. Members of the Compensation Committee must meet the following criteria (as determined by the Board in its judgment):

•  Each member shall meet the independence requirements of the listing standards of the NASDAQ.
•  Each member shall meet the requirements of the “non-employee director” definition of Rule 16b-3 promulgated under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
• P Any other criteria established or modified from time to time by the Securities and Exchange Commission and the applicable laws, regulations and listing requirements.

The Compensation Committee will monitor and evaluate matters relating to the Company’s overall compensation philosophy, compensation plans, policies and procedures and may consider, among other things, industry and general best practices, benchmark data and marketplace developments as it determines appropriate.

The responsibilities of the Compensation Committee shall include:

• • Periodically reviewing and approving for the CEO and the executive officers, as defined in Rule 16a-1(f) of the Exchange Act, of the Company (a) the annual base salary, (b) the annual incentive bonus, including the specific goals and amount, (c) equity compensation, (d) employment agreements, severance arrangements, and change in control agreements/provisions and (e) any other executive benefits or, compensation. The CEO shall not be present during voting or deliberations on the CEO’s compensation.
• • • Making recommendations to the Board with respect to incentive compensation plans that require Board and/or shareholder approval.
• • Administering the Company’s equity incentive compensation plans and approving award grants thereunder to eligible persons (other than grants to members of the Board who are not otherwise employed with the Company or any of its subsidiaries, any of which grants shall be determined by the Board).
• • Administering the Company’s employee stock purchase plan (“ESPP”), as restated and amended from time to time, unless otherwise delegated in accordance with the ESPP and the applicable rules and regulations.
• • Administering the Company’s employee stock purchase plan (“ESPP”), as restated and amended from time to time, unless otherwise delegated in accordance with the ESPP and the applicable rules and regulations.
• • From time to time conducting a review of director compensation and recommend to the Board the compensation arrangements for Board members.
• • Reviewing and reassessing the adequacy of this Charter on an annual basis and recommend any proposed changes to the Board for approval.
• • Reviewing and evaluating its own performance.
• • Retaining or obtaining the advice of a compensation consultant, legal counsel or other advisor, in the Compensation Committee’s sole discretion after considering such independence factors as may be required by the applicable listing requirements or applicable SEC rules, as it determines necessary or appropriate to assist it in the full performance of its functions, including the sole authority to retain and terminate compensation consultants to assist in the evaluation of CEO or executive officer compensation. The Compensation Committee shall be directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, legal counsel or other advisor retained by the Compensation Committee, including sole authority to approve the consultant’s, legal counsel’s or advisor’s fees and other retention terms. The Company shall provide appropriate funding, as determined by the Compensation Committee, for payment of reasonable compensation to any consultant, legal counsel or other advisor retained by the Compensation Committee.
• • Discussing with management the Company’s Compensation, Discussion and Analysis for the annual report or proxy statement, and based upon such review and discussion, determining whether to recommend to the Board that the Compensation, Discussion & Analysis be included in the Company’s proxy statement or annual report.
• •Preparing and approving the annual Compensation Committee report to be included as part of the Company’s proxy statement or annual report.
• • Periodically reviewing whether the Company’s compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the Company and the steps management has taken, or should consider taking, to monitor or mitigate such risks.
• •

The foregoing does not limit any authority conferred on the Compensation Committee pursuant to the terms of any compensation or benefit plan or, to the extent the Compensation Committee is the administrator of any compensation or benefit plan, as the administrator of such plan in accordance with the terms of the plan.

• Reviewing on a continuing basis the adequacy of the Company's system of internal controls, including meeting periodically with the Company's management, the Business Risk Services department, and the independent auditors to review the adequacy of such controls and to review before release the disclosure regarding such system of internal controls required under SEC rules to be contained in the Company's periodic filings and the attestations or reports by the independent auditors relating to such disclosure.
• Appointing, compensating and overseeing the work of the independent auditors (including resolving disagreements between management and the independent auditors regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company; and such independent auditors shall report directly to an d be ultimately accountable to the Audit Committee .
• Pre-approving audit and non-audit services provided to the Company by the independent auditors (or subsequently approving non-audit services in those circumstances where a subsequent approval is necessary and permissible); in this regard, the Audit Committee shall have the sole authority to approve the hiring and firing of the independent auditors, all audit engagement fees and terms and all non-audit engagements, as may be permissible, with the independent auditors.
• Reviewing and providing guidance to the Board with respect to the external audit and th e Company's relationship with its independent auditors by (i) reviewing the independent auditors' proposed audit scope, approach and independence; (ii) reviewing the independent auditors’ compliance with the audit partner rotation rules under the SEC; (iii) obtaining on a periodic basis a statement from the independent auditors regarding relationships and services with the Company which may impact independence and presenting this statement to the Board, and to the extent there are relationships, monitoring and investigating them; (iv) reviewing the independent auditors' peer review conducted every three years; (v) discussing with the Company's independent auditors the financial statements and audit findings, including any significant adjustments, management judgments and accounting estimates, significant new accounting policies and disagreements with management and any other matters described in applicable auditing standards adopted by the Public Company Accounting Oversight Board Auditing Standard 1301, as may be modified or supplemented; and (vi) reviewing reports and statements submitted to the Audit Committee by the independent auditors in accordance with the applicable SEC requirements and the Public Company Accounting Oversight Board.
• Reviewing and discussing with management and the independent auditors the annual audited financial statements and quarterly unaudited financial statements, including the Company's disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations," and the Company’s use of measures that are not prepared in accordance with U.S. generally accepted accounting principles (non -GAAP measures), prior to filing the Company's Annual Report on Form 10-K and Quarterly Reports on Form 10 -Q with the SEC.
• Directing the Company's independent auditors to review before filing with the SEC the Company's interim financial statements included in Quarterly Reports on Form 10 -Q, using professional standards and procedures for conducting such reviews.
• Reviewing and discussing with management and the independent auditors the effect of any regulatory or accounting developments, including any relevant industry and environmental trends or changes, and the Company’s critical accounting policies.
• Conducting a post-audit review of the financial statements and audit findings, including any significant suggestions for improvements provided to management by the independent auditors.
• Reviewing before release the unaudited quarterly operating results in the Company's qua rterly earnings release.
• Reviewing and discussing the Company’s financial information and earnings guidance provided to analysts and rating agencies. The Audit Committee’s discussion in this regard may be general in nature (i.e., discussion of the types of information to be disclosed and the type of presentation to be made) and need not take place in advance of each instance in which the Company may provide earnings guidance.
• Overseeing compliance with the requirements of the SEC for disclosure of auditor's services and audit committee members, member qualifications and activities.  Reviewing the appointment of a Business Risk Services Director and any significant issues raised in reports to management by him/her.
• Overseeing the Business Risk Services obje ctives, responsibilities, independence, performance, and annual project plan.
• Reviewing, approving and monitoring the Company's code of ethics for its senior financial officers.  Overseeing the Company’s ethics and other compliance programs.  Reviewing management's monitoring of compliance with the Company's standards of business conduct and with the Foreign Corrupt Practices Act.  Reviewing, in conjunction with counsel, any legal matters that could have a significant impact on the Company's financial statements.
• Providing oversight and review at least annually of the Company's risk management policies, including its investment policies.
• Reviewing the Company's compliance with employee benefit plans.
• Overseeing and reviewing the Company's policies regardin g cybersecurity, information technology and management information systems.
• If necessary, instituting special investigations with full access to all books, records, facilities and personnel of the Company.
• Reviewing and approving in advance any proposed related party transactions.
• Reviewing its own charter, structure, processes and membership requirements annually, and recommending any proposed changes to the Board.
• Annually review and evaluate its own performance.
• Providing a report in the Company's pr oxy statement in accordance with the rules and regulations of the SEC.
• Overseeing and establishing procedures for (i) the receipt, retention and handling of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and procedures and (ii) the confidential, anonymous submission by Company employees of concerns regarding questionable accounting, internal accounting controls or auditing matters. .
• In performing its responsibilities, the Audit Committee shall h ave the authority to obtain advice, reports or opinions from legal, accounting and other advisors as it may deem appropriate. The Company shall provide for the appropriate funding, as determined by the Audit Committee, for payment of (i) compensation to an y such counsel and other advisors engaged by the Audit Committee and (ii) ordinary administrative expenses necessary or appropriate in carrying out its duties.

The foregoing does not limit any authority conferred on the Compensation Committee pursuant to the terms of any compensation or benefit plan or, to the extent the Compensation Committee is the administrator of any compensation or benefit plan, as the administrator of such plan in accordance with the terms of the plan.

The Compensation Committee will meet with such frequency and at such times as the Compensation Committee shall determine.

The Compensation Committee will meet with such frequency and at such times as the Compensation Committee shall determine.

The Compensation Committee or delegate assigned by the Committee will maintain minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board.

The Audit Committee or a delegate assigned by the Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board.

In addition to preparing the report in the Company's proxy statement in accordance with the rules and regulations of the SEC, the Audit Committee will summarize its examinations and recommendations to the Board as may be appropriate, consistent with the Audit Committee's char ter.

Members of the Compensation Committee shall receive such fees, if any, for their service as Compensation Committee members as may be determined by the Board in its sole discretion. Such fees may include retainers or per meeting fees. Fees may be paid in such form of consideration as determined by the Board (including equity awards).

Members of the Compensation Committee may not receive any compensation from the Company except the fees that they receive for service as a member of the Board or any committee thereof.