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## EXECUTIVE COMPENSATION 

The compensation of Robert A. Whitman, the Company’s Chief Ex ecutive Officer and the four other most highly paid executive officers during the fiscal year ended August 31, 2000 is shown on the following pages in three tables and discussed in a report from the Compensation Committee of the Board of Directors. 

## Summary Compensation Table 

<img src='content_image/352.jpg'>

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(1) Includes compensation paid to Mr. Whitman as a member of the Board of Dir ectors for fiscal year 1999 and 1998 and a travel allowance for fiscal year 2000. 

(2) Restricted stock awards vest in full four years from the date of grant. No ves ting occurs prior to four years from grant. Holders of restricted shares are entitled to vote the shares. The number of shares granted to each of the per sons named in the foregoing table and the value of restricted shareholdings at the end of the fiscal year is as follows: 

<img src='content_image/353.jpg'>

(3) Amounts shown reflect options granted to the named executive officers pursuant to the Franklin Covey 1992 Stock Incentive Plan (the “Incentive Plan”). As of August 31, 2000, the Company had not granted any stock appr eciation rights. 

(4) Amounts shown reflect contributions made by the Company for the benefit of t he named executive officers under the Franklin Covey 401(k) Profit Sharing Plan. 

