Franklin Covey 2000 Annual Report 68 2000 Option Exercises During the fiscal year ended August 31, 2000, the Com pany did not grant any stock options or stock appreciation rights to the persons named in the preceding Summary Com pensation Table.  The following table sets forth the number of shares of  Common Stock acquired during the fiscal year ended August 31, 2000, upon the exercise of stock options, the value r ealized upon such exercise, the number of unexercised stock options held on August 31, 2000, and the aggregate value of suc h options held by the persons named in the Summary Compensation Table. This table reflects options to acquir e shares of Common Stock granted to the named individuals by the Company and by certain affiliates of the Company.  As of August 31, 2000, the Company had not granted any stock appreciation rights to any of the executive officers named below.  The Company does not have an employment agreement with any of its named executive officers, other than Robert A. Whitman, the President, Chief Executive Officer and Chairman of the Board. In an effort to develop a compensation agreement that would create a strong link in both pay for performance and shareholder value creation, the Board and Mr. Whitman have directly linked Mr. Whitman’s annual performance award and long-term compensation to measures that create value and increase the price of the Company’s Common Stock. The performance award’s unusual structure differs from normal executive compensation programs in that the annual performance pay is tied to very aggressive growth goals and the long- term compensation is awarded only after most shareholders have benefited from a substantial increase in share price. For example, for fiscal year 2001, Mr. Whitman would receive no performance pay until an approximate 36% increase in EBITDA is achieved and would not receive a full reward unless an 84% increase in EBITDA is achieved. Though subsequent years’ performance requirements may not necessarily be that aggressive, the hurdle tied to value creation is expected to be high. The Company’s outside compensation consultants advised the Board that long-term compensation is typically bench-marked by company size and is usually granted at current market price. However,to emphasize pay for performance, the options granted to Mr. Whitman have an unusually conservative vesting schedule and grant price, consistent with Mr. Whitman’s desire that value be created for existing shareholders before he receives long-term compensation rewards. The award provides for no vesting for seven years (and only then if currently employed) of any of the options unless the market price of the Company’s stock price reaches certain levels which would increase shareholders value by approximately 300% to 700% over that time period. The grant price of $14.00 is also well above the current market price. The Board and Mr. Whitman have designed this compensation package with the intent that existing shareholders would benefit prior to Mr. Whitman receiving meaningful compensation.  Employment Agreements (1) Reflects the difference between the exercise price of the options ex ercised and the market value of the Common Stock on the date of such exercise, as reported by the New York Stock Exchange. (2) Reflects the difference between the exercise price of the unexercised options and the market value of the Common Stock on August 31, 2000. The last sale price of the Common Stock on August 31, 2000, as repor ted by the New York Stock Exchange, was $6.625 per share.  Option/SAR Grants in Last Fiscal Year Aggregated Option/SAR Exercises in Last Fiscal Year  and Fiscal Year Option/SAR Values Value of Unexercised Number of Unexercised In-the-Money Options at Options at August 31, 2000 August 31, 2000(2) Number of Shares Value Acquired on Realized on Name Exercise Exercise(1) Exercisable Unexercisable Exercisable Unexercisable Robert A. Whitman _ $ _ _ _ $ _ $ _ Val John Christensen _ _ 27,825 71,475 34,605 _ Stephen M. R. Covey _ _ 6,250 18,750 _ _ Don J. Johnson _ _ 15,000 5,000 _ _ John R. Harding _ _ 51,834 39,166 _ _