Monterey Gourmet Foods (PSTA)

Board Meetings and Committees

          The Board of Directors held seven meetings during the calendar year ended December 31, 2008. The Board of Directors has an Audit Committee, a Compensation/Nominating Committee, and a Corporate Governance Committee. During the last calendar year, all the directors attended a minimum of 75% of all of the meetings of the Board and all of the committees of the Board of which each director was a member.

          Audit Committee. The members of the Audit Committee are John H. McGarvey, who acts as Chairman of the Committee, Viji Sampath, and Charles B. Bonner. Each of the Audit Committee members is independent for purposes of the NASDAQ Marketplace Rules as they apply to audit committee members. Mr. Bonner and Mr. McGarvey are audit committee financial experts, as defined in the rules of the Securities and Exchange Commission. The Audit Committee held eight meetings during the calendar year ended December 31, 2008. The Committee operates under a written charter adopted by the Board of Directors, a copy of which will be provided free of charge to any stockholder upon written request to Scott Wheeler, Secretary, Monterey Gourmet Foods, Inc. 8030 South 228^th Street, Building A, Kent, Washington 98032. The Audit Committee provides oversight of financial management and the independent auditors and ensures that management is maintaining an adequate system of internal controls such that there is reasonable assurance that assets are safeguarded and that financial reports are properly prepared; that there is consistent application of generally accepted accounting principles; and that there is compliance with management’s policies and procedures. In performing these functions, the Audit Committee meets periodically with the independent registered public accounting firm and management to review their work and confirm that they are properly discharging their respective responsibilities. The audit committee also meets with the independent registered accounting firm without management to discuss issues of a confidential nature. In addition, the Audit Committee is responsible for the appointment of the independent registered public accounting firm.

          Compensation/Nominating Committee. The members of the Compensation/Nominating Committee are Walter L. Henning, who acts as Chairman of the Committee, Mark C. Frandsen, and Tammy G. Katz. Each of the members of this Committee is independent for purposes of the NASDAQ Marketplace Rules. The Compensation Committee’s function is to set the compensation policy for the Company, review and recommend executive compensation, including officer salary levels, incentive compensation programs and stock option grants. The Nominating Committee researches and proposes potential candidates for the Company’s Board of Directors and is responsible for executive recruitment matters. The Compensation/Nomination Committee held four meetings during the calendar year ended December 31, 2008. The Committee operates under a written charter, a copy of which will be provided free of charge upon written request to Scott Wheeler, Corporate Secretary, Monterey Gourmet Foods, Inc., 8030 South 228^th Street Building A, Kent, Washington 98032.

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Board Meetings and Committees

          The Board of Directors held five meetings during the calendar year ended December 31, 2007. The Board of Directors has an Audit Committee, a Compensation/Nominating Committee, and a Corporate Governance Committee. During the last calendar year, all the directors attended all of the meetings of the Board and all of the committees of the Board of which each director was a member.

          Audit Committee. The members of the Audit Committee are John H. McGarvey, who acts as Chairman of the Committee, Van Tunstall, and Charles B. Bonner. Each of the Audit Committee members is independent for purposes of the NASDAQ Marketplace Rules as they apply to audit committee members. Mr. Bonner and Mr. McGarvey are audit committee financial experts, as defined in the rules of the Securities and Exchange Commission. The Audit Committee held eight meetings during the calendar year ended December 31, 2007. Four meetings were held in person and four meetings were held via conference call. The Committee operates under a written charter adopted by the Board of Directors, a copy of which will be provided free of charge to any stockholder upon written request to Scott Wheeler, Secretary, Monterey Gourmet Foods, Inc. 1528 Moffett Street, Salinas, California 93905. The Audit Committee provides oversight of financial management and the independent auditors and ensures that management is maintaining an adequate system of internal controls such that there is reasonable assurance that assets are safeguarded and that financial reports are properly prepared; that there is consistent application of generally accepted accounting principles; and that there is compliance with management’s policies and procedures. In performing these functions, the Audit Committee meets periodically with the independent auditors and management to review their work and confirm that they are properly discharging their respective responsibilities. In addition, the Audit Committee is responsible for the appointment of the independent auditors.

          Compensation/Nominating Committee. The members of the Compensation/Nominating Committee are James Wong, who acts as Chairman of the Committee, and Walter L Henning. Each of the members of this Committee is independent for purposes of the NASDAQ Marketplace Rules. The Compensation Committee’s function is to set the compensation policy for the Company, review and recommend executive compensation, including officer salary levels, incentive compensation programs and stock option grants. The Nominating Committee researches and proposes potential candidates for the Company’s Board of Directors and is responsible for executive recruitment matters. The Compensation/Nomination Committee held four meetings during the calendar year ended December 31, 2007. The Committee operates under a written charter, a copy of which will be provided free of charge upon written request to Scott Wheeler, Corporate Secretary, Monterey Gourmet Foods, Inc., 1528 Moffett Street, Salinas, CA 93905.

          Corporate Governance Committee. The members of the Corporate Governance Committee are the Chairman of the Board and Chairmen of the Audit Committee and Compensation Committee. Van Tunstall acts as Chairman of the Committee, and serves with James Wong and John H. McGarvey. All three members of the Corporate Governance Committee are independent for purposes of the NASDAQ Marketplace Rules. The Corporate Governance Committee is responsible for overseeing matters of corporate governance, including the evaluation of the performance and practices of the Board of Directors. The Corporate Governance Committee held four meetings during the calendar year ended December 31, 2007.

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Board Meetings and Committees

The Board of Directors held nine meetings during the fiscal year ended December 26, 2004.  The Board of Directors has an Audit Committee, a Compensation Committee, a Corporate Governance Committee, and a Nominating Committee.  During the last fiscal year, no director attended fewer than 75% of the total number of meetings of the Board and all of the committees of the Board on which such director served held during that period.

Audit Committee. The members of the Audit Committee are Charles B. Bonner, who acts as Chairman of the Committee, Michael P. Schall and Walter L. Henning.  Each of the Audit Committee members are independent for purposes of the Nasdaq Marketplace Rules as they apply to audit committee members. Mr. Bonner is an audit committee financial expert, as defined in the rules of the Securities and Exchange Commission.  The Audit Committee held four meetings during the fiscal year ended December 26, 2004.  The Committee operates under a written charter adopted by the Board of Directors, a copy of which will be provided free of charge to any stockholder upon written request to Scott Wheeler, Secretary, Monterey Gourmet Foods, Inc. 1528 Moffett Street, Salinas, California 93905. The Audit Committee provides oversight of financial management and the independent auditors and ensuring that management is maintaining an adequate system of internal controls such that there is reasonable assurance that assets are safeguarded and that financial reports are properly prepared; that there is consistent application of generally accepted accounting principles; and that there is compliance with management’s policies and procedures. In performing these functions, the Audit Committee meets periodically with the independent auditors and management to review their work and confirm that they are properly discharging their respective responsibilities. In addition, the Audit Committee is responsible for the appointment of the independent auditors.

Compensation Committee. The members of the Compensation Committee are Van Tunstall, who acts as Chairman of the Committee, F. Christopher Cruger, and James Wong.  Each of the members of the Compensation Committee is independent for purposes of the Nasdaq Marketplace Rules.  The Compensation Committee’s function is to review and recommend executive compensation, including officer salary levels, incentive compensation programs and stock option grants.  The Compensation Committee held four meetings during the fiscal year ended December 26, 2004.

Nominating Committee. The members of the Nominating Committee are Van Tunstall, who acts as Chairman of the Committee, and James Wong.  Each of the members of the Nominating Committee is independent for purposes of the Nasdaq Marketplace Rules.  The Nominating Committee researches and proposes potential candidates for the Company’s Board of Directors and is responsible for executive recruitment matters.  The Nominating Committee held four meetings during the fiscal year ended December 26, 2004.

Corporate Governance Committee.  The members of the Corporate Governance Committee are the Chairman of the Board and Chairmen of the Audit Committee and Compensation Committee.  R. Lance Hewitt, acts as Chairman of the Committee, and serves with Van Tunstall and Charles B. Bonner.  Two of the three members of the Corporate Governance Committee are independent for purposes of the Nasdaq Marketplace Rules.  The Corporate Governance Committee is responsible for overseeing matters of corporate governance, including the evaluation of the performance and practices of the Board of Directors.  The Corporate Governance Committee held two meetings during the fiscal year ended December 26, 2004.