Proposals to Ratify Stock Purchase Plan 79 Franklin Covey 2000 Annual Report & Smith (“Merrill Lynch”). The relationship between a Participant and Merrill Lynch shall be governed by an agreement to be entered into by the Participant with Merrill Lynch at the time the Participant elects to participate in the Purchase Plan. The Common Stock purchased under the Purchase Plan shall be registered in the name of a nominee named by Merrill Lynch and credited to the Participant’s account at Merrill Lynch. Stock certificates representing the shares of Common Stock purchased under the Purchase Plan shall be delivered to Merrill Lynch as soon as practicable after the Offering Termination Date.  A Participant may withdraw from an Offering at anytime prior to the Offering Termination Date by giving written notice of such election to the General Counsel of the Company (the “Withdrawing Employee”). All of the Withdrawing Employee’s payroll deductions credited to his/her account will be paid to the Withdrawing Employee together with simple interest accrued thereon from the date of withholding to the date of return promptly after receipt of his/her notice of withdrawal . Upon receipt of a Withdrawing Employee’s election to withdraw, the Company shall make no further payroll deductions from the Withdrawing Employee’s pay during the Offering. Withdrawal from any Offering will not have any effect upon the Withdrawing Employee’s eligibility to participate in any subsequent Offering under the Purchase Plan or in any similar plan which may hereafter be adopted by the Company. Withdrawal from Purchase Plan Termination of Employment Transferability the Offering Termination Date following the Partici- pant’s death for the purchase of the number of full shares of stock which the accumulated payroll deduction in such Participant’s account at the date of the Partici- pant’s death will purchase at the applicable exercise price on the Offering Termination Date. In the event the beneficiary elects the latter option, any excess in the account will be returned to said beneficiary without interest. The beneficiary must make such election by written notice to the General Counsel of the Company prior to the earlier of: (i) the Offering Termination Date; or (ii) the expiration of a period of sixty (60) days com- mencing with the date of the death of the Participant.  If the beneficiary fails to make such election within the prescribed time period, then the beneficiary shall be deemed to have selected to exercise the Participant’s Option as described above. If a Participant who is on leave of absence does not return to regular full time or part time employment with the Company at the earlier of (i) the termination of such leave of absence or (ii) three months from the 90th day of such leave of absence, then such Participant’s participation in the Purchase Plan and any Offering shall terminate on whichever of such dates occur first. All payroll deductions credited to such Participant’s account shall be returned to him/her together with interest accrued thereon from the date of withholding to the date of return. In addition, a Participant who has been on a leave of absence for more than 90 days shall not be entitled to participate in any Offering commencing after the 90th day of such leave of absence. Interest that is accrued on amounts to be returned to Participants as set forth above shall accrue at the regular passbook savings account rates per annum in effect at Zions First National Bank, N.A., Salt Lake City Utah. If such rate is not published or otherwise available for such purpose, then the applicable rate shall be the regular passbook savings account rates per annum in effect during such period at another major commercial bank in Salt Lake City, selected by the Committee. Neither payroll deductions credited to a Participant’s account nor any rights with regard to the exercise of an Option or to receive stock under the Purchase Plan may be assigned, transferred, pledged, or otherwise disposed of in any way by the Participant other than by will or the laws of descent and distribution. During a Participant’s lifetime, Options may only be exercised by the Participant who holds such Options. Any such attempted assign- ment, transfer, pledge or other disposition shall be without effect, except that the Company may treat such act, in its sole discretion, as an election to withdraw from the Purchase Plan.  Upon the termination of a Participant’s employment because of death, the Participant’s beneficiary (as determined under the Purchase Plan) shall have the right to elect either to: (i) withdraw all of the payroll deductions credited to such Participant’s account under the Purchase Plan together with interest accrued thereon from the date of withholding to the date of return; or (ii) to exercise such Participant’s Option on Upon the termination of a Participant’s employment with the Company for any reason including retirement (but excluding death while in the employ of the Company or a continuation of a leave of absence for a period beyond ninety (90) days), the Participant’s participation in the Purchase Plan and in any current Offering shall be terminated. All the payroll deductions credited to the terminated Participant’s account shall be returned to him/her together with interest accrued thereon from the date of withholding to the date of return. 