chief executive officer of the Columbia-Free State Health System, president of Nicholas Coffee and sr. vice president of Elkin’s Coffee. He received his degree in Government and Law from Lafayette College in 1973 and his MBA in 1978 from Harvard University. Mr. Krisak’s term as a director expires in 2002. 

## Committees, Meetings and Reports 

The Board of Directors has standing Executive, Audit, Nominating and Compensation Committees. The Executive Committee presently consists of Messrs. Joel Peterson, Chairperson and Robert Whitman. The members of the Audit Committee are Messrs. Jake Garn, Chairperson, Robert Daines and Joel Peterson. The Nominating Committee consists of Messrs. Stephen R. Covey and Hyrum Smith. The Compensation Committee consists of Ms. Kay Stepp, Chairperson, and Messrs. Dennis Heiner, Brian Krisak, Robert Daines and Steven Wheelwright, a member of the committee who is on a three-year leave of absence from the Board. 

The Executive Committee met four times during the 2000 fiscal year. Its functions are to oversee: the day-to- day operations of the Company, employment rights and compensation of designated key employees and to make recommendations with respect thereto to the Compen- sation Committee and the Board of Directors; and to establish the agenda for the Board of Directors meetings. 

The Audit Committee met six times during the 2000 fiscal year. Its functions are: (i) to review and approve the selection of, and all services performed by, the Company’s independent auditors; (ii) to review the Company’s internal controls and audit functions; and (iii) to review and report to the Board of Directors with respect to the scope of internal and external audit procedures, accounting practices and internal account- ing, and financial and risk controls of the Company. 

The Nominating Committee met once during the 2000 fiscal year. The Nominating Committee has exclusive authority to nominate individuals for election to the following offices: President, Chief Executive Officer, Chief Financial Officer and individuals to be nominated by the Board of Directors to serve on the Board of Directors or committees of the Board. 

The Compensation Committee met four times during the 2000 fiscal year. Its functions are: (i) to review, and make recommendations to the Board of Directors regarding the salaries, bonuses and other compensation of the Company’s Chairman of the Board and executive officers; and (ii) to review and administer any stock option, stock purchase plan, stock award plan and 

employee benefit plan or arrangement established by the Board of Directors for the benefit of the executive officers and employees of the Company. 

During the 2000 fiscal year, there were six meetings held by the Board of Directors of the Company. All directors attended more than 75 percent of the board meetings. No director attended fewer than 75 percent of the total number of meetings of the committees on which he or she served. 

## Director Compensation 

Messrs. Robert A. Whitman, Brian A. Krisak, Donald J. McNamara, Stephen M. R. Covey and Stephen R. Covey do not currently receive compensation for Board or committee meetings. Remaining directors are paid as follows: an annual retainer of $16,000, with the excep- tion of the committee chairpersons who are paid an annual retainer of $18,000; $2,000 for attending each Board meeting; $1,333 for participating in each telephone Board meeting; $1,000 for attending each committee meeting, with the exception of the committee chairper- son who is paid $1,100; and $667 for participating in committee meetings held by telephone, with the exception of the committee chairperson who receives $773. Directors are reimbursed by the Company for their out-of-pocket travel and related expenses incurred in attending all Board and committee meetings. 

## EXECUTIVE OFFICERS 

In addition to Messrs. Whitman and Stephen M. R. Covey, certain information is furnished with respect to the following executive officers of the Company: 

Val John Christensen, 46, has been Secretary and General Counsel of the Company since January 1990 and an Executive Vice President since March 1996. Mr. Christensen served as a director of the Company from July 1991 to June 1997. From January 1990 to March 1996, Mr. Christensen served as a Senior Vice President of the Company. From March 1987 to November 1989, Mr. Christensen was engaged in the private practice of law with the law firm of LeBoeuf, Lamb, Lieby & MacRae, specializing in general business and business litigation matters. From 1983 until he joined the Company, Mr. Christensen acted as outside counsel to the Company. 

