Proposals to Ratify Stock Purchase Plan 81 Franklin Covey 2000 Annual Report weeks preceding such sale. Although Rule 144 imposes certain manner of sale and other restric- tions, affiliates of the Company are not subject to the one-year holding period under the rule with respect to shares of Common Stock acquired in connection with the Purchase Plan so long as a Registration Statement on Form S-8 or other registration statement was in effect for such shares at the time the shares were acquired by the affiliate from the Company. Subject to the limitations set forth in the preceding paragraphs, limitations imposed by applicable state securities laws, and other limitations which may apply to a particular Participant, shares of Common Stock issued to Participants that are not Insiders or affiliates of the Company pursuant to the Purchase Plan are “free trading” shares if a Registration Statement on Form S-8 or other registration statement is in effect for such shares at the time such shares are acquired. The Company is under no obligation to maintain the effectiveness of the Registra- tion Statement on Form S-8 of which this Disclosure Document is a part, and accordingly, Participants should verify that such Registration Statement is effective prior to electing to participate in the Purchase Plan.  The Board may, at any time and for any reason, amend or terminate the Purchase Plan. The Board, however, may not, without shareholder approval, amend the Purchase Plan to (i) increase the maximum number of shares which may be issued under any Offering (except in the case of Change in Capital); or (ii) amend the requirements as to the class of employees eligible to purchase stock under the Purchase Plan or permit the members of the Committee to purchase stock under the Purchase Plan. No termination, modification, or amendment of the Purchase Plan may, without the consent of an employee then having an Option to purchase stock, adversely affect the rights of such employee under such Option. An employee shall have no interest in any shares of Common Stock covered by an Option under the Purchase Plan until such Option has been exercised. Neither the Purchase Plan nor any grant of Options thereunder shall be deemed to give any individual the right to remain employed by the Company, nor shall the Purchase Plan be deemed to interfere in any way with the Company’s right to terminate, or otherwise modify, The following tax discussion is a brief summary of current federal income tax law applicable to the Purchase Plan. The discussion is intended solely for general information, and the Company does not make specific representations to any Participant or recipient of this information. A taxpayer’s particular situation may be such that some variation of the basic rules is applicable to him or her. In addition, the federal income tax laws and regulations have been revised frequently and may be changed again at any time in the future, and, in some circumstances, with retroactive effect. Foreign, state and local tax treatment may vary from the federal income tax treatment of participating in the Purchase Plan, and is not discussed in this summary. Therefore, each Partici- pant or recipient is urged to consult a tax adviser before exercising any purchasing rights or before disposing of any shares of Common Stock acquired under the Purchase Plan both with respect to federal income  tax consequences as well as any foreign, state or local tax consequences. A Participant may designate a beneficiary under the Purchase Plan by filing a written designation of a beneficiary who is to receive any stock and/or cash upon the death of such Participant. Such designation may be changed by the Participant at any time by written notice to the General Counsel of the Company. Upon the death of a Participant and upon receipt by the Company of proof of identity of the beneficiary, the Company shall deliver any stock and/or cash entitled to be received by the deceased Participant to a beneficiary validly designated by the Participant under the Purchase Plan. In the event of the death of a Participant and the absence of a beneficiary validly designated under the Purchase Plan who is living at the time of such Partici- pant’s death, the Company shall deliver such stock and/or cash to the executor or administrator of the estate of the Participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company , in its discretion, may deliver such stock and/or cash to the spouse or to any one or more dependents of the deceased Participant as the Company may designate. Notwithstanding the above, no beneficiary shall , prior to the death of the Participant by whom he has been designated, acquire any interest  in the stock or cash credited to such Participant under the Plan.  an employee’s employment at any time. Employees shall not have any rights or interest under the Purchase Plan in any Option or shares of the Company’s Common Stock prior to the grant of an Option to such employee. Transferability of Shares Held by Non-Insiders  and Non-Affiliates  Federal Income Tax Consequences Amendments to the Purchase Plan General Provisions