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Exhibit 4.1    
  


 
 

COPART, INC.
  
    2001 STOCK OPTION PLAN
  
    (As Amended for Stock Split on 01/04/02)    



        1.    Purposes of the Plan.    The purposes of this 2001 Stock Option Plan are: 




	•
	to
attract and retain the best available personnel for positions of substantial responsibility,



	•
	to
provide additional incentive to Employees, Directors and Consultants, and



	•
	to
promote the success of the Company's business. 





        Options
granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant. Stock Purchase Rights may also be
granted under the Plan. 


        2.    Definitions.    As used herein, the following definitions shall apply: 



        (a)  "Administrator" means the Board or any of its Committees as shall be administering the Plan, in accordance with
Section 4 of the Plan. 


        (b)  "Applicable Laws" means the requirements relating to the administration of stock option plans under U. S. state corporate
laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or
jurisdiction where Options or Stock Purchase Rights are, or will be, granted under the Plan. 


        (c)  "Board" means the Board of Directors of the Company. 


        (d)  "Change in Control" means the occurrence of any of the following events: 



          (i)  Any
"person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the "beneficial owner" (as defined in Rule 13d-3
of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting
securities; or 


        (ii)  The
consummation of the sale or disposition by the Company of all or substantially all of the Company's assets; or 


        (iii)  The
consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its
parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or
consolidation. 




        (e)  "Code" means the Internal Revenue Code of 1986, as amended. 


        (f)    "Committee" means a committee of Directors appointed by the Board in accordance with Section 4 of the Plan. 


        (g)  "Common Stock" means the common stock of the Company. 


        (h)  "Company" means Copart, Inc. a California corporation. 


        (i)    "Consultant" means any natural person, including an advisor, engaged by the Company or a Parent or Subsidiary to render
services to such entity. 






 




        (j)    "Director" means a member of the Board. 


        (k)  "Disability" means total and permanent disability as defined in Section 22(e)(3) of the Code. 


        (l)    "Employee" means any person, including Officers and Directors, employed by the Company or any Parent or Subsidiary of the
Company. A Service Provider shall not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or
between the Company, its Parent, any Subsidiary, or any successor. For purposes of Incentive Stock Options, no such leave may exceed ninety days, unless reemployment upon expiration of such leave is
guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then three (3) months following the 91st day
of such leave any Incentive Stock Option held by the Optionee shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option. Neither
service as a Director nor payment of a director's fee by the Company shall be sufficient to constitute "employment" by the Company. 


        (m)  "Exchange Act" means the Securities Exchange Act of 1934, as amended. 



        (n)  "Fair Market Value" means, as of any date, the value of Common Stock determined as follows: 



          (i)  If
the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq National Market or The Nasdaq
SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system
on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; 



        (ii)  If
the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share of Common Stock shall be
the mean between the high bid and low asked prices for the Common Stock on the day of determination, as reported in The Wall Street Journal or such
other source as the Administrator deems reliable; or 


        (iii)  In
the absence of an established market for the Common Stock, the Fair Market Value shall be determined in good faith by the Administrator. 




        (o)  "Incentive Stock Option"  means an Option intended to qualify as an incentive stock option within the meaning
of Section 422 of the Code and the regulations promulgated thereunder. 


        (p)  "Nonstatutory Stock Option"  means an Option not intended to qualify as an Incentive Stock Option. 


        (q)  "Notice of Grant"  means a written or electronic notice evidencing certain terms and conditions of an
individual Option or Stock Purchase Right grant. The Notice of Grant is part of the Option Agreement. 



        (r)  "Officer"  means a person who is an officer of the Company within the meaning of Section 16 of the
Exchange Act and the rules and regulations promulgated thereunder. 


        (s)  "Option"  means a stock option granted pursuant to the Plan. 


        (t)    "Option Agreement"  means an agreement between the Company and an Optionee evidencing the terms and
conditions of an individual Option grant. The Option Agreement is subject to the terms and conditions of the Plan. 



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        (u)  "Option Exchange Program"  means a program whereby outstanding Options are surrendered in exchange for
Options with a lower exercise price. 


        (v)  "Optioned Stock"  means the Common Stock subject to an Option or Stock Purchase Right. 



        (w)  "Optionee"  means the holder of an outstanding Option or Stock Purchase Right granted under the Plan. 


        (x)  "Parent"  means a "parent corporation," whether now or hereafter existing, as defined in
Section 424(e) of the Code. 


        (y)  "Plan" means this 2001 Stock Option Plan. 



        (z)  "Restricted Stock"  means shares of Common Stock acquired pursuant to a grant of Stock Purchase Rights under
Section 11 of the Plan. 


        (aa) "Restricted Stock Purchase Agreement"  means a written agreement between the Company and the Optionee
evidencing the terms and restrictions applying to stock purchased under a Stock Purchase Right. The Restricted Stock Purchase Agreement is subject to the terms and conditions of the Plan and the
Notice of Grant. 



        (bb) "Rule 16b-3"  means Rule 16b-3 of the Exchange Act or any successor to
Rule 16b-3, as in effect when discretion is being exercised with respect to the Plan. 


        (cc) "Section 16(b)"  means Section 16(b) of the Exchange Act. 


        (dd) "Service Provider"  means an Employee, Director or Consultant. 



        (ee) "Share"  means a share of the Common Stock, as adjusted in accordance with Section 13 of the Plan. 


        (ff)  "Stock Purchase Right"  means the right to purchase Common Stock pursuant to Section 11 of the Plan,
as evidenced by a Notice of Grant. 


        (gg) "Subsidiary"  means a "subsidiary corporation," whether now or hereafter existing, as defined in
Section 424(f) of the Code. 




        3.    Stock Subject to the Plan.    Subject to the provisions of Section 13 of the Plan, the maximum aggregate
number of Shares that may be optioned and sold under the Plan is 4,500,000 Shares. The Shares may be authorized, but unissued, or reacquired Common Stock. 


        If
an Option or Stock Purchase Right expires or becomes unexercisable without having been exercised in full, or is surrendered pursuant to an Option Exchange Program, the unpurchased
Shares which were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated); provided, however,
that Shares that have actually been issued under the Plan, whether upon exercise of an Option or Right, shall not be returned to the Plan and shall not become available for future distribution under
the Plan, except that if Shares of Restricted Stock are repurchased by the Company at their original purchase price, such Shares shall become available for future grant under the Plan. 


        4.    Administration of the Plan.    



        (a)  Procedure.



          (i)  Multiple Administrative Bodies.    Different Committees with respect to different groups of Service Providers
may administer the Plan. 


        (ii)  Section 162(m).    To the extent that the Administrator determines it to be desirable to qualify
Options granted hereunder as "performance-based compensation" within the 




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meaning of Section 162(m) of the Code, the Plan shall be administered by a Committee of two or more "outside directors" within the meaning of Section 162(m) of the Code. 


        (iii)  Rule 16b-3.    To the extent desirable to qualify transactions hereunder as exempt under
Rule 16b-3, the transactions contemplated hereunder shall be structured to satisfy the requirements for exemption under Rule 16b-3. 


        (iv)  Other Administration.    Other than as provided above, the Plan shall be administered by (A) the Board
or (B) a Committee, which committee shall be constituted to satisfy Applicable Laws. 




        (b)  Powers of the Administrator.    Subject to the provisions of the Plan, and in the case of a Committee, subject
to the specific duties delegated by the Board to such Committee, the Administrator shall have the authority, in its discretion: 



          (i)  to
determine the Fair Market Value; 


        (ii)  to
select the Service Providers to whom Options and Stock Purchase Rights may be granted hereunder; 


        (iii)  to
determine the number of shares of Common Stock to be covered by each Option and Stock Purchase Right granted hereunder; 


        (iv)  to
approve forms of agreement for use under the Plan; 


        (v)  to
determine the terms and conditions, not inconsistent with the terms of the Plan, of any Option or Stock Purchase Right granted hereunder. Such terms and conditions
include, but are not limited to, the exercise price, the time or times when Options or Stock Purchase Rights may be exercised (which may be based on performance criteria), any vesting acceleration or
waiver of forfeiture restrictions, and any restriction or limitation regarding any Option or Stock Purchase Right or the shares of Common Stock relating thereto, based in each case on such factors as
the Administrator, in its sole discretion, shall determine; 


        (vi)  to
reduce the exercise price of any Option or Stock Purchase Right to the then current Fair Market Value if the Fair Market Value of the Common Stock covered by such
Option or Stock Purchase Right shall have declined since the date the Option or Stock Purchase Right was granted; 


      (vii)  to
institute an Option Exchange Program; 


      (viii)  to
construe and interpret the terms of the Plan and awards granted pursuant to the Plan; 


        (ix)  to
prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the
purpose of satisfying applicable foreign laws; 


        (x)  to
modify or amend each Option or Stock Purchase Right (subject to Section 15(c) of the Plan), including the discretionary authority to extend the
post-termination exercisability period of Options longer than is otherwise provided for in the Plan; 


        (xi)  to
allow Optionees to satisfy withholding tax obligations by electing to have the Company withhold from the Shares to be issued upon exercise of an Option or Stock
Purchase Right that number of Shares having a Fair Market Value equal to the minimum amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined on the date
that the amount of tax to be withheld is to be determined. All elections by an Optionee to have Shares withheld for this purpose shall be made in such form and under such conditions as the
Administrator may deem necessary or advisable; 




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      (xii)  to
authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Option or Stock Purchase Right previously granted by the
Administrator; 


      (xiii)  to
make all other determinations deemed necessary or advisable for administering the Plan. 




        (c)  Effect of Administrator's Decision.    The Administrator's decisions, determinations and interpretations shall
be final and binding on all Optionees and any other holders of Options or Stock Purchase Rights. 




        5.    Eligibility.    Nonstatutory Stock Options and Stock Purchase Rights may be granted to Service Providers.
Incentive Stock Options may be granted only to Employees. 


        6.    Limitations.    



        (a)  Each
Option shall be designated in the Option Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designation, to
the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Optionee during any calendar year (under all plans
of the Company and any Parent or Subsidiary) exceeds $100,000, such Options shall be treated as Nonstatutory Stock Options. For purposes of this Section 6(a), Incentive Stock Options shall be
taken into account in the order in which they were granted. The Fair Market Value of the Shares shall be determined as of the time the Option with respect to such Shares is granted. 


        (b)  Neither
the Plan nor any Option or Stock Purchase Right shall confer upon an Optionee any right with respect to continuing the Optionee's relationship as a Service
Provider with the Company, nor shall they interfere in any way with the Optionee's right or the Company's right to terminate such relationship at any time, with or without cause. 



        (c)  The
following limitations shall apply to grants of Options: 



          (i)  No
Service Provider shall be granted, in any fiscal year of the Company, Options to purchase more than 375,000 Shares. 


        (ii)  In
connection with his or her initial service, a Service Provider may be granted Options to purchase up to an additional 375,000 Shares, which shall not count against
the limit set forth in subsection (i) above. 


        (iii)  The
foregoing limitations shall be adjusted proportionately in connection with any change in the Company's capitalization as described in Section 13. 


        (iv)  If
an Option is cancelled in the same fiscal year of the Company in which it was granted (other than in connection with a transaction described in Section 13),
the cancelled Option will be counted against the limits set forth in subsections (i) and (ii) above. For this purpose, if the exercise price of an Option is reduced, the transaction will
be treated as a cancellation of the Option and the grant of a new Option. 





        7.    Term of Plan.    Subject to Section 20 of the Plan, the Plan shall become effective upon its adoption by
the Board. It shall continue in effect for a term of ten (10) years unless terminated earlier under Section 15 of the Plan. 


        8.    Term of Option.    The term of each Option shall be stated in the Option Agreement. In the case of an Incentive
Stock Option, the term shall be ten (10) years from the date of grant or such shorter term as may be provided in the Option Agreement. Moreover, in the case of an Incentive Stock Option granted
to an Optionee who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the total combined voting power of all classes of stock of 


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the Company or any Parent or Subsidiary, the term of the Incentive Stock Option shall be five (5) years from the date of grant or such shorter term as may be provided in the Option Agreement. 


        9.    Option Exercise Price and Consideration.    



        (a)  Exercise Price.    The per share exercise price for the Shares to be issued pursuant to exercise of an Option
shall be determined by the Administrator, subject to the following: 



          (i)  In
the case of an Incentive Stock Option 



        (A)  granted
to an Employee who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of
stock of the Company or any Parent or Subsidiary, the per Share exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant. 


        (B)  granted
to any Employee other than an Employee described in paragraph (A) immediately above, the per Share exercise price shall be no less than 100% of the Fair
Market Value per Share on the date of grant. 




        (ii)  In
the case of a Nonstatutory Stock Option, the per Share exercise price shall be determined by the Administrator. In the case of a Nonstatutory Stock Option intended
to qualify as "performance-based compensation" within the meaning of Section 162(m) of the Code, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on
the date of grant. 


        (iii)  Notwithstanding
the foregoing, Options may be granted with a per Share exercise price of less than 100% of the Fair Market Value per Share on the date of grant
pursuant to a merger or other corporate transaction. 




        (b)  Waiting Period and Exercise Dates.    At the time an Option is granted, the Administrator shall fix the period
within which the Option may be exercised and shall determine any conditions that must be satisfied before the Option may be exercised. 


        (c)  Form of Consideration.    The Administrator shall determine the acceptable form of consideration for exercising
an Option, including the method of payment. In the case of an Incentive Stock Option, the Administrator shall determine the acceptable form of consideration at the time of grant. Such consideration
may consist entirely of: 



          (i)  cash; 


        (ii)  check; 


        (iii)  promissory
note; 


        (iv)  other
Shares which, in the case of Shares acquired directly or indirectly from the Company, (A) have been owned by the Optionee for more than six
(6) months on the date of surrender, and (B) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be
exercised; 


        (v)  consideration
received by the Company under a cashless exercise program implemented by the Company in connection with the Plan; 


        (vi)  a
reduction in the amount of any Company liability to the Optionee, including any liability attributable to the Optionee's participation in any Company-sponsored
deferred compensation program or arrangement; or 


      (vii)  any
combination of the foregoing methods of payment. 




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        10.    Exercise of Option.    



        (a)  Procedure for Exercise; Rights as a Shareholder.    Any Option granted hereunder shall be exercisable according
to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Option Agreement. Unless the Administrator provides otherwise, vesting of
Options granted hereunder shall be suspended during any unpaid leave of absence. An Option may not be exercised for a fraction of a Share. 


        An
Option shall be deemed exercised when the Company receives: (i) written or electronic notice of exercise (in accordance with the Option Agreement) from the person entitled to
exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised. Full payment may consist of any consideration and method of payment authorized by the
Administrator and permitted by the Option Agreement and the Plan. Shares issued upon exercise of an Option shall be issued in the name of the Optionee or, if requested by the Optionee, in the name of
the Optionee and his or her
spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or
any other rights as a shareholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such Shares promptly after
the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 13 of the
Plan. 


        Exercising
an Option in any manner shall decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to
which the Option is exercised. 


        (b)  Termination of Relationship as a Service Provider.    If an Optionee ceases to be a Service Provider, other
than upon the Optionee's death or Disability, the Optionee may exercise his or her Option within such period of time as is specified in the Option Agreement to the extent that the Option is vested on
the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement). In the absence of a specified time in the Option Agreement, the
Option shall remain exercisable for thirty (30) days following the Optionee's termination. If, on the date of termination, the Optionee is not vested as to his or her entire Option, the Shares
covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Optionee does not exercise his or her Option within the time specified by the Administrator, the
Option shall terminate, and the Shares covered by such Option shall revert to the Plan. 


        (c)  Disability of Optionee.    If an Optionee ceases to be a Service Provider as a result of the Optionee's
Disability, the Optionee may exercise his or her Option within such period of time as is specified in the Option Agreement to the extent the Option is vested on the date of termination (but in no
event later than the expiration of the term of such Option as set forth in the Option Agreement). In the absence of a specified time in the Option Agreement, the Option shall remain exercisable for
twelve (12) months following the Optionee's termination. If, on the date of termination, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of
the Option shall revert to the Plan. If, after termination, the Optionee does not exercise his or her Option within the time specified herein, the Option shall terminate, and the Shares covered by
such Option shall revert to the Plan. 


        (d)  Death of Optionee.    If an Optionee dies while a Service Provider, the Option may be exercised following the
Optionee's death within such period of time as is specified in the Option Agreement to the extent that the Option is vested on the date of death (but in no event may the option be exercised later than
the expiration of the term of such Option as set forth in the Option Agreement), by the Optionee's designated beneficiary, provided such beneficiary has been 



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designated prior to Optionee's death in a form acceptable to the Administrator. If no such beneficiary has been designated by the Optionee, then such Option may be exercised by the personal
representative of the Optionee's estate or by the person(s) to whom the Option is transferred pursuant to the Optionee's will or in accordance with the laws of descent and distribution. In the absence
of a specified time in the Option Agreement, the Option shall remain exercisable for twelve (12) months
following Optionee's death. If, at the time of death, Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall immediately revert to the
Plan. If the Option is not so exercised within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan. 




        11.    Stock Purchase Rights.    



        (a)  Rights to Purchase.    Stock Purchase Rights may be issued either alone, in addition to, or in tandem with
other awards granted under the Plan and/or cash awards made outside of the Plan. After the Administrator determines that it will offer Stock Purchase Rights under the Plan, it shall advise the offeree
in writing or electronically, by means of a Notice of Grant, of the terms, conditions and restrictions related to the offer, including the number of Shares that the offeree shall be entitled to
purchase, the price to be paid, and the time within which the offeree must accept such offer. The offer shall be accepted by execution of a Restricted Stock Purchase Agreement in the form determined
by the Administrator. 


        (b)  Repurchase Option.    Unless the Administrator determines otherwise, the Restricted Stock Purchase Agreement
shall grant the Company a repurchase option exercisable upon the voluntary or involuntary termination of the purchaser's service with the Company for any reason (including death or Disability). The
purchase price for Shares repurchased pursuant to the Restricted Stock Purchase Agreement shall be the original price paid by the purchaser and may be paid by cancellation of any indebtedness of the
purchaser to the Company. The repurchase option shall lapse at a rate determined by the Administrator. 



        (c)  Other Provisions.    The Restricted Stock Purchase Agreement shall contain such other terms, provisions and
conditions not inconsistent with the Plan as may be determined by the Administrator in its sole discretion. 


        (d)  Rights as a Shareholder.    Once the Stock Purchase Right is exercised, the purchaser shall have the rights
equivalent to those of a shareholder, and shall be a shareholder when his or her purchase is entered upon the records of the duly authorized transfer agent of the Company. No adjustment will be made
for a dividend or other right for which the record date is prior to the date the Stock Purchase Right is exercised, except as provided in Section 13 of the Plan. 




        12.    Transferability of Options and Stock Purchase Rights.    Unless determined otherwise by the Administrator, an
Option or Stock Purchase Right may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be
exercised, during the lifetime of the Optionee, only by the Optionee. If the Administrator makes an Option or Stock Purchase Right transferable, such Option or Stock Purchase Right shall contain such
additional terms and conditions, as the Administrator deems appropriate. 


        13.    Adjustments Upon Changes in Capitalization, Dissolution or Change in Control.    



        (a)  Changes in Capitalization.    Subject to any required action by the shareholders of the Company, the number of
shares of Common Stock that have been authorized for issuance under the Plan but as to which no Options or Stock Purchase Rights have yet been granted or which have been returned to the Plan upon
cancellation or expiration of an Option or Stock Purchase Right, and the number of shares of Common Stock as well as the price per share of Common Stock covered by each such outstanding Option or
Stock Purchase Right, shall be proportionately 



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adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common
Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible
securities of the Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Board, whose determination in that respect shall be final,
binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and
no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Option or Stock Purchase Right. 


        (b)  Dissolution or Liquidation.    In the event of the proposed dissolution or liquidation of the Company, the
Administrator shall notify each Optionee as soon as practicable prior to the effective date of such proposed transaction. The Administrator in its discretion may provide for an Optionee to have the
right to exercise his or her Option until fifteen (15) days prior to such transaction as to all of the Optioned Stock covered thereby, including Shares as to which the Option would not
otherwise be exercisable. In addition, the Administrator may provide that any Company repurchase option applicable to any Shares purchased upon exercise of an Option or Stock Purchase Right shall
lapse as to all such Shares, provided the proposed dissolution or liquidation takes place at the time and in the manner contemplated. To the extent it has not been previously exercised, an Option or
Stock Purchase Right will terminate immediately prior to the consummation of such proposed action. 



        (c)  Change in Control.    In the event of a Change in Control, each outstanding Option and Stock Purchase Right
shall be assumed or an equivalent option or right substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. 


        In
the event that the successor corporation refuses to assume or substitute for the Option or Stock Purchase Right, the Optionee shall fully vest in and have the right to exercise the
Option or Stock Purchase Right as to all of the Optioned Stock, including Shares as to which it would not otherwise be vested or exercisable. If an Option or Stock Purchase Right becomes fully vested
and exercisable in lieu of assumption or substitution in the event of a Change in Control, the Administrator shall notify the Optionee in writing or electronically that the Option or Stock Purchase
Right shall be fully vested and exercisable for a period of fifteen (15) days from the date of such notice, and the Option or Stock Purchase Right shall terminate upon the expiration of such
period. 


        For
the purposes of this subsection (c), the Option or Stock Purchase Right shall be considered assumed if, following the Change in Control, the option or right confers the right to
purchase or receive, for each Share of Optioned Stock subject to the Option or Stock Purchase Right immediately prior to the Change in Control, the consideration (whether stock, cash, or other
securities or property) received in the Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the Change in Control is not solely
common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the
Option or Stock Purchase Right, for each Share of Optioned Stock subject to the Option or Stock Purchase Right, to be solely common stock of the successor corporation or its Parent equal in fair
market value to the per share consideration received by holders of Common Stock in the Change in Control. 



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        14.    Date of Grant.    The date of grant of an Option or Stock Purchase Right shall be, for all purposes, the date
on which the Administrator makes the determination granting such Option or Stock Purchase Right, or such other later date as is determined by the Administrator. Notice of the determination shall be
provided to each Optionee within a reasonable time after the date of such grant. 


        15.    Amendment and Termination of the Plan.    



        (a)  Amendment and Termination.    The Board may at any time amend, alter, suspend or terminate the Plan. 



        (b)  Shareholder Approval.    The Company shall obtain shareholder approval of any Plan amendment to the extent
necessary and desirable to comply with Applicable Laws. 


        (c)  Effect of Amendment or Termination.    No amendment, alteration, suspension or termination of the Plan shall
impair the rights of any Optionee, unless mutually agreed otherwise between the Optionee and the Administrator, which agreement must be in writing and signed by the Optionee and the Company.
Termination of the Plan shall not affect the Administrator's ability to exercise the powers granted to it hereunder with respect to Options granted under the Plan prior to the date of such
termination. 




        16.    Conditions Upon Issuance of Shares.    



        (a)  Legal Compliance.    Shares shall not be issued pursuant to the exercise of an Option or Stock Purchase Right
unless the exercise of such Option or Stock Purchase Right and the issuance and delivery of such Shares shall comply with Applicable Laws and shall be further subject to the approval of counsel for
the Company with respect to such compliance. 


        (b)  Investment Representations.    As a condition to the exercise of an Option or Stock Purchase Right, the Company
may require the person exercising such Option or Stock Purchase Right to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any
present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required. 




        17.    Inability to Obtain Authority.    The inability of the Company to obtain authority from any regulatory body
having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained. 


        18.    Reservation of Shares.    The Company, during the term of this Plan, will at all times reserve and keep
available such number of Shares as shall be sufficient to satisfy the requirements of the Plan. 



        19.    Shareholder Approval.    The Plan shall be subject to approval by the shareholders of the Company within twelve
(12) months after the date the Plan is adopted. Such shareholder approval shall be obtained in the manner and to the degree required under Applicable Laws. 


10









 
 

COPART, INC.
  2001 STOCK OPTION PLAN
  STOCK OPTION AGREEMENT    
  



        Unless otherwise defined herein, the terms defined in the 2001 Stock Option Plan shall have the same defined meanings in this Stock Option Agreement. 


I.    NOTICE OF STOCK OPTION GRANT  


        [Optionee's Name and Address]


        You
have been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Option Agreement, as follows: 



	 	Grant Number	 	 	

	 	Date of Grant	 	 	

	 	Vesting Commencement Date	 	 	

	 	Exercise Price per Share	$	 	

	 	Total Number of Shares Granted	 	 	

	 	Total Exercise Price	$	 	

	 	Type of Option:	 	 	
	 	Incentive Stock Option
	 	 	 	 	
	 	Nonstatutory Stock Option
	 	Term/Expiration Date:	 	 	






 Vesting Schedule:  




        This Option shall be exercisable, in whole or in part, in accordance with the following schedule: 



[20% of the Shares subject to the Option shall vest twelve months after the Vesting Commencement Date, and 1/60th of the Shares subject to the Option shall vest
cumulatively each month thereafter, such that 100% of the Shares subject to the Option will be vested five (5) years from Vesting Commencement Date subject to the Optionee continuing to be a
Service Provider as of each such dates].  



[Vesting Acceleration on Change of Control.  


A.    Vesting Acceleration.    Following an assumption or substitution of the Option in connection with a
transaction that constitutes a Change of Control and in the event of the subsequent "Involuntary Termination" (as defined below) of the Optionee within twelve (12) months of such Change of
Control, then Optionee's right to purchase the Shares shall become automatically vested in their entirety on an accelerated basis and be fully exercisable as of the date immediately preceding any such
"Involuntary Termination."


B.    Involuntary Termination.    "Involuntary Termination" shall mean (i) a termination by the
Company of the Optionee's employment with or services to the Company other than for "Cause" (as defined in below); (ii) without the Optionee's consent, a material reduction of or variation in
the Optionee's duties, authority or responsibilities, relative to the Optionee's duties, authority or responsibilities as in effect immediately prior to such reduction or variation;
(iii) without the Optionee's consent, a material reduction in the base salary of the Optionee as in effect immediately prior to such reduction; (iv) without the Optionee's consent, a
material reduction by the Company in the kind or level of employee benefits to which the Optionee was entitled immediately prior to such reduction, with the result that the Optionee's overall benefits
package is materially reduced; or (v) without the Optionee's consent, the relocation of the Optionee to a facility or a location more than one hundred (100) miles from the Optionee's
then present location.  


C.    Cause.    "Cause" shall mean (i) the Optionee's continued failure to substantially perform the
principal duties and obligations of his or her position with the Company (other than any such failure resulting from Disability), which failure is not remedied in a reasonable period of time  






 




 after receipt of written notice from the Company; (ii) any act of personal dishonesty, fraud or misrepresentation taken by the Optionee which was intended to result in substantial gain or
personal enrichment of the Optionee at the expense of the Company or its customers; (iii) the Optionee's violation of a federal or state law or regulation applicable to the Company's business
which violation was or is reasonably likely to be materially injurious to the Company; (iv) the Optionee's conviction of a felony or a plea of nolo contendere under the laws of the United
States or any State; or (v) the Optionee's material breach of the terms of any material agreement with the Company.]  


 Termination Period:  




        This Option may be exercised for thirty (30) days after Optionee ceases to be a Service Provider. Upon the death or Disability of the Optionee, this Option
may be exercised for twelve (12) months after Optionee ceases to be a Service Provider. In no event shall this Option be exercised later than the Term/Expiration Date as provided above. 


II.    AGREEMENT  


        A.    Grant of Option.    


        The
Plan Administrator of the Company hereby grants to the Optionee named in the Notice of Grant attached as Part I of this Agreement (the "Optionee") an option (the "Option") to
purchase the number of Shares, as set forth in the Notice of Grant, at the exercise price per share set forth in the Notice of Grant (the "Exercise Price"), subject to the terms and conditions of the
Plan, which is incorporated herein by reference. Subject to Section 16(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of
this Option Agreement, the terms and conditions of the Plan shall prevail. 


        If
designated in the Notice of Grant as an Incentive Stock Option ("ISO"), this Option is intended to qualify as an Incentive Stock Option under Section 422 of the Code. However,
if this Option is intended to be an Incentive Stock Option, to the extent that it exceeds the $100,000 rule of Code Section 422(d) it shall be treated as a Nonstatutory Stock Option ("NSO"). 



        B.    Exercise of Option.    



        (a)  Right to Exercise. This Option is exercisable during its term in accordance with the Vesting Schedule set out in the
Notice of Grant and the applicable provisions of the Plan and this Option Agreement. 


        (b)  Method of Exercise. This Option is exercisable by delivery of an exercise notice, in the form attached as  Exhibit A (the "Exercise Notice"), which shall state the
election to exercise the Option, the number of Shares in respect of which the Option is
being exercised (the "Exercised Shares"), and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. The Exercise Notice shall be completed
by the Optionee and delivered to the Corporate Secretary of the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. This Option
shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by such aggregate Exercise Price. 


        No
Shares shall be issued pursuant to the exercise of this Option unless such issuance and exercise complies with Applicable Laws. Assuming such compliance, for income tax purposes the
Exercised Shares shall be considered transferred to the Optionee on the date the Option is exercised with respect to such Exercised Shares. 



2





 





        C.    Method of Payment.    



        Payment
of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionee: 



        1.    cash;
or 


        2.    check;
or 


        3.    consideration
received by the Company under a formal cashless exercise program implemented by the Company in connection with the Plan; or 


        4.    surrender
of other Shares which (i) in the case of Shares acquired either directly or indirectly from the Company, have been owned by the Optionee for more than
six (6) months on the date of surrender, and (ii) have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Exercised Shares. 




        D.    Non-Transferability of Option.    


        This
Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by the
Optionee. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee. 



        E.    Term of Option.    


        This
Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option
Agreement. 


        F.    Tax Obligations.    



        (a)  Withholding Taxes. Optionee agrees to make appropriate arrangements with the Company (or the Parent or Subsidiary
employing or retaining Optionee) for the satisfaction of all Federal, state, local and foreign income and employment tax withholding requirements applicable to the Option exercise. Optionee
acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise. 


        (b)  Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Optionee herein is an ISO, and if Optionee
sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (1) the date two years after the Date of Grant, or (2) the date one year after the
date of exercise, the Optionee shall immediately notify the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income tax withholding by the Company on the
compensation income recognized by the Optionee. 




        G.    Entire Agreement; Governing Law.    


        The
Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in
their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee's interest except by means
of a writing signed by the Company and Optionee. This agreement is governed by the internal substantive laws, but not the choice of law rules, of California. 


        H.    NO GUARANTEE OF CONTINUED SERVICE.    


        OPTIONEE
ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (AND NOT
THROUGH THE ACT 


3





 




OF BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE
SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH
OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. 


        By
your signature and the signature of the Company's representative below, you and the Company agree that this Option is granted under and governed by the terms and conditions of the
Plan and this Option Agreement. Optionee has reviewed the Plan and this Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option
Agreement and fully understands all provisions of the Plan and Option Agreement. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator
upon any questions relating to the Plan and Option Agreement. Optionee further agrees to notify the Company upon any change in the residence address indicated below. 



	OPTIONEE:	 	COPART, INC.
	

 Signature	
 	

 By
	

 Print Name	
 	

 Title
	

 Residence Address	
 	

 
	

	
 	

 




4







 
 

EXHIBIT A
  
    COPART, INC.
  
    2001 STOCK OPTION PLAN
  
    EXERCISE NOTICE    
  


Copart, Inc.

5500 E. Second Street

Benicia, California 94510  


Attention: Corporate Secretary 


        1.    Exercise of Option.    Effective as of today,                        ,
            , the undersigned ("Purchaser")
hereby elects to purchase                        shares (the "Shares") of the Common Stock of Copart, Inc. (the "Company")
under and pursuant to the 2001 Stock Option Plan (the "Plan") and the Stock
Option Agreement dated                        ,            (the
"Option Agreement"). Subject to adjustment in accordance with Section 13 of the Plan, the purchase price for the Shares shall be
$            , as required by the Option Agreement. 



        2.    Delivery of Payment.    Purchaser herewith delivers to the Company the full purchase price for the Shares. 


        3.    Representations of Purchaser.    Purchaser acknowledges that Purchaser has received, read and understood the
Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions. 


        4.    Rights as Shareholder.    Until the issuance (as evidenced by the appropriate entry on the books of the Company
or of a duly authorized transfer agent of the Company) of the Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option. The Shares so acquired shall be issued to the Optionee as soon as practicable after exercise of the Option. No adjustment will be made for a dividend or
other
right for which the record date is prior to the date of issuance, except as provided in Section 13 of the Plan. 


        5.    Tax Consultation.    Purchaser understands that Purchaser may suffer adverse tax consequences as a result of
Purchaser's purchase or disposition of the Shares. Purchaser represents that Purchaser has consulted with any tax consultants Purchaser deems advisable in connection with the purchase or disposition
of the Shares and that Purchaser is not relying on the Company for any tax advice. 


        6.    Entire Agreement; Governing Law.    The Plan and Option Agreement are incorporated herein by reference. This
Agreement, the Plan and the Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and Purchaser with respect to the subject matter hereof, and may not be modified adversely to the Purchaser's interest except by means of a writing signed by the Company and
Purchaser. This agreement is governed by the internal substantive laws, but not the choice of law rules, of California. 





 


	 
	 	 

	Submitted by:	 	Accepted by:
	

PURCHASER:	
 	

COPART, INC.
	

 	
 	

 
	

 Signature	
 	

 By
	

 	
 	

 
	

 Print Name	
 	

 Print Name
	

 	
 	

 
	

 	
 	

 Title
	

 	
 	

 
	
Address:	
 	

Address:
	

	
 	


	

 	
 	

 
	

	
 	


	

 	
 	

 
	

 	
 	

 Date Received




2







 
 

COPART, INC.
  
    2001 STOCK OPTION PLAN
  
    NOTICE OF GRANT OF STOCK PURCHASE RIGHT    
  



        Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Notice of Grant. 


        [Grantee's Name and Address]


        You
have been granted the right to purchase Common Stock of the Company, subject to the Company's Repurchase Option and your ongoing status as a Service Provider (as described in the
Plan and the attached Restricted Stock Purchase Agreement), as follows: 



	 
	 	 

	Grant Number	 	            
	 	 	

	

Date of Grant	
 	

            
	 	 	

	

Price Per Share	
 	

$                  
	 	 	

	

Total Number of Shares Subject

to This Stock Purchase Right	
 	

 
	 	 	

	

Expiration Date:	
 	

            
	 	 	







        YOU
MUST EXERCISE THIS STOCK PURCHASE RIGHT BEFORE THE EXPIRATION DATE OR IT WILL TERMINATE AND YOU WILL HAVE NO FURTHER RIGHT TO PURCHASE THE SHARES. By your signature and the signature
of the Company's representative below, you and the Company agree that this Stock Purchase Right is granted under and governed by the terms and conditions of the 2001 Stock Option Plan and the
Restricted Stock Purchase Agreement, attached hereto as Exhibit A-1, both of which are made a part of this document. You further
agree to execute the
attached Restricted Stock Purchase Agreement as a condition to purchasing any shares under this Stock Purchase Right. 



	 
	 	 

	

GRANTEE:	
 	

COPART, INC.
	

 	
 	

 
	

 Signature	
 	

 By
	

 	
 	

 
	

 Print Name	
 	

 Title
	

 	
 	

 
	

 	
 	

 









 
 

EXHIBIT A-1
  
    COPART, INC.
  
    2001 STOCK OPTION PLAN
  
    RESTRICTED STOCK PURCHASE AGREEMENT    
  



        Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Restricted Stock Purchase Agreement. 


        WHEREAS
the Purchaser named in the Notice of Grant (the "Purchaser") is a Service Provider and the Purchaser's continued participation is considered by the Company to be important for
the Company's continued growth; and 


        WHEREAS
in order to give the Purchaser an opportunity to acquire an equity interest in the Company as an incentive for the Purchaser to participate in the affairs of the Company, the
Administrator has granted to the Purchaser a Stock Purchase Right subject to the terms and conditions of the Plan and the Notice of Grant, which are incorporated herein by reference, and pursuant to
this Restricted Stock Purchase Agreement (the "Agreement"). 


        NOW
THEREFORE, the parties agree as follows: 


        1.    Sale of Stock.    The Company hereby agrees to sell to the Purchaser and the Purchaser hereby agrees to purchase
shares of the Company's Common Stock (the "Shares"), at the per Share purchase price and as otherwise described in the Notice of Grant. 



        2.    Payment of Purchase Price.    The purchase price for the Shares may be paid by delivery to the Company at the
time of execution of this Agreement of cash, a check, or some combination thereof. 


        3.    Repurchase Option.



        (a)  In
the event the Purchaser ceases to be a Service Provider for any or no reason (including death or disability) before all of the Shares are released from the Company's
Repurchase Option (see Section 4), the Company shall, upon the date of such termination (as reasonably fixed and determined by the Company) have an irrevocable, exclusive option (the
"Repurchase Option") for a period of sixty (60) days from such date to repurchase up to that number of shares which constitute the Unreleased Shares (as defined in Section 4) at the
original purchase price per share (the "Repurchase Price"). The Repurchase Option shall be exercised by the Company by delivering written notice to the Purchaser or the Purchaser's executor (with a
copy to the Escrow Holder) AND, at the Company's option, (i) by delivering to the Purchaser or the Purchaser's executor a check in the amount of the aggregate Repurchase Price, or
(ii) by canceling an amount of the Purchaser's indebtedness to the Company equal to the aggregate Repurchase Price, or (iii) by a combination of (i) and (ii) so that the
combined payment and cancellation of indebtedness equals the aggregate Repurchase Price. Upon delivery of such notice and the payment of the aggregate Repurchase Price, the Company shall become the
legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the
number of Shares being repurchased by the Company. 


        (b)  Whenever
the Company shall have the right to repurchase Shares hereunder, the Company may designate and assign one or more employees, officers, directors or shareholders
of the Company or other persons or organizations to exercise all or a part of the Company's purchase rights under this Agreement and purchase all or a part of such Shares. If the Fair Market Value of
the Shares to be repurchased on the date of such designation or assignment (the "Repurchase FMV") exceeds the aggregate Repurchase Price of such Shares, then each such designee or assignee shall pay
the Company cash equal to the difference between the Repurchase FMV and the aggregate Repurchase Price of such Shares. 




        4.    Release of Shares From Repurchase Option.





 

        (a)  [Twenty percent (20%) of the Shares shall be released from the Company's Repurchase Option one year after the Date of Grant and
1/60th of the Shares cumulatively at the end of each month thereafter, such that 100% of the Shares shall be released from the Company's Repurchase Option five (5) years after the
Date of Grant provided that the Purchaser does not cease to be a Service Provider prior to the date of any such release]. 


        (b)  Any
of the Shares that have not yet been released from the Repurchase Option are referred to herein as "Unreleased Shares." 



        (c)  The
Shares that have been released from the Repurchase Option shall be delivered to the Purchaser at the Purchaser's request (see Section 6). 



[Vesting Acceleration on Change of Control:  




         (d)  In addition, following an assumption or substitution of the Stock Purchase Right in connection with a transaction that constitutes a Change of Control and in the event
of a subsequent "Involuntary Termination" (as defined below) of Purchaser within twelve (12) months of such Change of Control, all of the Company's rights to repurchase Restricted Stock from
the Purchaser under this Restricted Stock Purchase Agreement shall lapse in its entirety on an accelerated basis as of the date immediately preceding any such "Involuntary Termination."  


         (e)  Involuntary Termination.    "Involuntary Termination" shall mean (i) a
termination by the Company of the
Optionee's employment with or services to the Company other than for "Cause" (as defined in below); (ii) without the Optionee's consent, a material reduction of or variation in the Optionee's
duties, authority or responsibilities, relative to the Optionee's duties, authority or responsibilities as in effect immediately prior to such reduction or variation; (iii) without the
Optionee's consent, a material reduction in the base salary of the Optionee as in effect immediately prior to such reduction; (iv) without the Optionee's consent, a material reduction by the
Company in the kind or level of employee benefits to which the Optionee was entitled immediately prior to such reduction, with the result that the Optionee's overall benefits package is materially
reduced; or (v) without the Optionee's consent, the relocation of the Optionee to a facility or a location more than one hundred (100) miles from the Optionee's then present location.  


         (f)    Cause.    "Cause" shall mean (i) the Optionee's continued failure to
substantially perform the principal
duties and obligations of his or her position with the Company (other than any such failure resulting from Disability), which failure is not remedied in a reasonable period of time after receipt of
written notice from the Company; (ii) any act of personal dishonesty, fraud or misrepresentation taken by the Optionee which was intended to result in substantial gain or personal enrichment of
the Optionee at the expense of the Company or its customers; (iii) the Optionee's violation of a federal or state law or regulation applicable to the Company's business which violation was or
is reasonably likely to be materially injurious to the Company; (iv) the Optionee's conviction of a felony or a plea of nolo contendere under the laws of the United States or any State; or
(v) the Optionee's material breach of the terms of any material agreement with the Company.]




        5.    Restriction on Transfer.    Except for the escrow described in Section 6 or the transfer of the Shares to
the Company or its assignees contemplated by this Agreement, none of the Shares or any beneficial interest therein shall be transferred, encumbered or otherwise disposed of in any way until such
Shares are released from the Company's Repurchase Option in accordance with the provisions of this Agreement, other than by will or the laws of descent and distribution. 



        6.    Escrow of Shares.


2





 

        (a)  To
ensure the availability for delivery of the Purchaser's Unreleased Shares upon repurchase by the Company pursuant to the Repurchase Option, the Purchaser shall, upon
execution of this Agreement, deliver and deposit with an escrow holder designated by the Company (the "Escrow Holder") the share certificates representing the Unreleased Shares, together with the
stock assignment duly endorsed in blank, attached hereto as Exhibit A-2. The Unreleased Shares and stock assignment shall be held by
the Escrow Holder, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached hereto as Exhibit A-3, until such
time as the Company's Repurchase Option expires. 


        (b)  The
Escrow Holder shall not be liable for any act it may do or omit to do with respect to holding the Unreleased Shares in escrow while acting in good faith and in the
exercise of its judgment. 



        (c)  If
the Company or any assignee exercises the Repurchase Option hereunder, the Escrow Holder, upon receipt of written notice of such exercise from the proposed
transferee, shall take all steps necessary to accomplish such transfer. 


        (d)  When
the Repurchase Option has been exercised or expires unexercised or a portion of the Shares has been released from the Repurchase Option, upon request the Escrow
Holder shall promptly cause a new certificate to be issued for the released Shares and shall deliver the certificate to the Company or the Purchaser, as the case may be. 


        (e)  Subject
to the terms hereof, the Purchaser shall have all the rights of a shareholder with respect to the Shares while they are held in escrow, including without
limitation, the right to vote the Shares and to receive any cash dividends declared thereon. If, from time to time during the term of the Repurchase Option, there is (i) any stock dividend,
stock split or other change in the Shares, or (ii) any merger or sale of all or substantially all of the assets or other acquisition of the Company, any and all new, substituted or additional
securities to which the Purchaser is entitled by reason of the Purchaser's ownership of the Shares shall be immediately subject to this escrow, deposited with the Escrow Holder and included thereafter
as "Shares" for purposes of this Agreement and the Repurchase Option. 




        7.    Legends.    The share certificate evidencing the Shares, if any, issued hereunder shall be endorsed with the
following legend (in addition to any legend required under applicable state securities laws): 




THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER AND RIGHTS OF REPURCHASE AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF
WHICH IS ON FILE WITH THE CORPORATE SECRETARY OF THE COMPANY. 





        8.    Adjustment for Stock Split.    All references to the number of Shares and the purchase price of the Shares in
this Agreement shall be appropriately adjusted to reflect any stock split, stock dividend or other change in the Shares that may be made by the Company after the date of this Agreement. 


        9.    Tax Consequences.    The Purchaser has reviewed with the Purchaser's own tax advisors the federal, state, local
and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser is relying solely on such advisors and not on any statements or representations of
the Company or any of its agents. The Purchaser understands that the Purchaser (and not the Company) shall be responsible for the Purchaser's own tax liability that may arise as a result of the
transactions contemplated by this Agreement. The Purchaser understands that Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary income the difference
between the purchase price for the Shares and the Fair Market Value of the Shares as of the date any restrictions on the Shares lapse. In this context, "restriction" includes the right of the 


3





 




Company to buy back the Shares pursuant to the Repurchase Option. The Purchaser understands that the Purchaser may elect to be taxed at the time the Shares are purchased rather than when and as the
Repurchase Option expires by filing an election under Section 83(b) of the Code with the IRS within 30 days from the date of purchase. The form for making this election is attached as  Exhibit A-4 hereto. 


        THE
PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE PURCHASER REQUESTS THE
COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S BEHALF. 


        10.  General Provisions.



        (a)  This
Agreement shall be governed by the internal substantive laws, but not the choice of law rules of California. This Agreement, subject to the terms and conditions of
the Plan and the Notice of Grant, represents the entire agreement between the parties with respect to the purchase of the Shares by the Purchaser. Subject to Section 15(c) of the Plan, in the
event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement, the terms and conditions of the Plan shall prevail. Unless otherwise defined herein,
the terms defined in the Plan shall have the same defined meanings in this Agreement. 



        (b)  Any
notice, demand or request required or permitted to be given by either the Company or the Purchaser pursuant to the terms of this Agreement shall be in writing and
shall be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of
this Agreement or such other address as a party may request by notifying the other in writing. 



Any
notice to the Escrow Holder shall be sent to the Company's address with a copy to the other party hereto. 




        (c)  The
rights of the Company under this Agreement shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder shall inure to
the benefit of, and be enforceable by the Company's successors and assigns. The rights and obligations of the Purchaser under this Agreement may only be assigned with the prior written consent of the
Company. 


        (d)  Either
party's failure to enforce any provision of this Agreement shall not in any way be construed as a waiver of any such provision, nor prevent that party from
thereafter enforcing any other provision of this Agreement. The rights granted both parties hereunder are cumulative and shall not constitute a waiver of either party's right to assert any other legal
remedy available to it. 


        (e)  The
Purchaser agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. 


        (f)    PURCHASER
ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO SECTION 4 HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS A SERVICE PROVIDER AT THE WILL OF THE
COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED OR PURCHASING SHARES HEREUNDER). PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING
SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH
PURCHASER'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE PURCHASER'S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. 



4





 





        By
Purchaser's signature below, Purchaser represents that he or she is familiar with the terms and provisions of the Plan, and hereby accepts this Agreement subject to all of the terms
and provisions thereof. Purchaser has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully
understands all provisions
of this Agreement. Purchaser agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Agreement.
Purchaser further agrees to notify the Company upon any change in the residence indicated in the Notice of Grant. 



	DATED:                                       
                              	 	 
	

 	
 	

 
	

PURCHASER:	
 	

COPART, INC.
	

 	
 	

 
	

 Signature	
 	

 By
	

 	
 	

 
	

 Print Name	
 	

 Title
	

 	
 	

 
	

 	
 	

 




5







 
 

EXHIBIT A-2
  
    ASSIGNMENT SEPARATE FROM CERTIFICATE    
  



        FOR
VALUE RECEIVED I,                        , hereby sell, assign and transfer unto      

(                        ) shares of the Common Stock of Copart, Inc. standing in my name of the books of said
corporation represented by Certificate No.            herewith and do hereby
irrevocably constitute and appoint to transfer the said stock on the books of the within named corporation with full power of substitution in the premises. 


        This
Stock Assignment may be used only in accordance with the Restricted Stock Purchase Agreement (the "Agreement") between Copart, Inc. and the undersigned
dated                        ,
            . 



	 
	 	 

	
 	
 	

 
	DATED:                          ,
        	 	 
	

 	
 	

Signature:                                       
                                  
	

 	
 	

 
	

 	
 	

 





 INSTRUCTIONS:    Please do not fill in any blanks other than the signature line. The purpose of this assignment is to enable the Company to exercise the Repurchase Option, as set forth in
the Agreement, without requiring additional signatures on the part of the Purchaser.








 
 

EXHIBIT A-3
  
    JOINT ESCROW INSTRUCTIONS    
  


 
 

                        ,             





Corporate
Secretary

Copart, Inc.

5500 E. Second Street

Benicia, California 94510 


Dear
                        : 


        As
Escrow Agent for both Copart, Inc., a California corporation (the "Company"), and the undersigned purchaser of stock of the Company (the "Purchaser"), you are hereby authorized
and directed to hold the documents delivered to you pursuant to the terms of that certain Restricted Stock Purchase Agreement ("Agreement") between the Company and the undersigned, in accordance with
the following instructions: 


        1.    In
the event the Company and/or any assignee of the Company (referred to collectively as the "Company") exercises the Company's Repurchase Option set forth in the
Agreement, the Company shall give to Purchaser and you a written notice specifying the number of shares of stock to be purchased, the purchase price, and the time for a closing hereunder at the
principal office of the Company. Purchaser and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice. 



        2.    At
the closing, you are directed (a) to date the stock assignments necessary for the transfer in question, (b) to fill in the number of shares being
transferred, and (c) to deliver same, together with the
certificate evidencing the shares of stock to be transferred, to the Company or its assignee, against the simultaneous delivery to you of the purchase price (by cash, a check, or some combination
thereof) for the number of shares of stock being purchased pursuant to the exercise of the Company's Repurchase Option. 


        3.    Purchaser
irrevocably authorizes the Company to deposit with you any certificates evidencing shares of stock to be held by you hereunder and any additions and
substitutions to said shares as defined in the Agreement. Purchaser does hereby irrevocably constitute and appoint you as Purchaser's attorney-in-fact and agent for the term of
this escrow to execute with respect to such securities all documents necessary or appropriate to make such securities negotiable and to complete any transaction herein contemplated, including but not
limited to the filing with any applicable state blue sky authority of any required applications for consent to, or notice of transfer of, the securities. Subject to the provisions of this
paragraph 3, Purchaser shall exercise all rights and privileges of a shareholder of the Company while the stock is held by you. 



        4.    Upon
written request of the Purchaser, but no more than once per calendar year, unless the Company's Repurchase Option has been exercised, you shall deliver to Purchaser
a certificate or certificates representing so many shares of stock as are not then subject to the Company's Repurchase Option. Within 90 days after Purchaser ceases to be a Service Provider,
you shall deliver to Purchaser a certificate or certificates representing the aggregate number of shares held or issued pursuant to the Agreement and not purchased by the Company or its assignees
pursuant to exercise of the Company's Repurchase Option. 


        5.    If
at the time of termination of this escrow you should have in your possession any documents, securities, or other property belonging to Purchaser, you shall deliver all
of the same to Purchaser and shall be discharged of all further obligations hereunder. 


        6.    Your
duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto. 





 



        7.    You
shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from
acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You shall not be personally liable for any act you may do or omit
to do hereunder as Escrow Agent or
as attorney-in-fact for Purchaser while acting in good faith, and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of
such good faith. 


        8.    You
are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or
process of courts of law, and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree, you
shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently
reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 


        9.    You
shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver the
Agreement or any documents or papers deposited or called for hereunder. 


        10.  You
shall not be liable for the outlawing of any rights under the statute of limitations with respect to these Joint Escrow Instructions or any documents deposited with
you. 


        11.  You
shall be entitled to employ such legal counsel and other experts as you may deem necessary properly to advise you in connection with your obligations hereunder, may
rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor. 


        12.  Your
responsibilities as Escrow Agent hereunder shall terminate if you shall cease to be an officer or agent of the Company or if you shall resign by written notice to
each party. In the event of any such termination, the Company shall appoint a successor Escrow Agent. 



        13.  If
you reasonably require other or further instruments in connection with these Joint Escrow Instructions or obligations in respect hereto, the necessary parties hereto
shall join in furnishing such instruments. 


        14.  It
is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the securities held by you hereunder,
you are authorized and directed to retain in your possession without liability to anyone all or any part of said securities until such disputes shall have been settled either by mutual written
agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but you shall be
under no duty whatsoever to institute or defend any such proceedings. 


        15.  Any
notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States
Post Office, by registered or certified mail with postage and fees prepaid, addressed to each of the other parties thereunto entitled at the following addresses or at such other addresses as a party
may designate by ten days' advance written notice to each of the other parties hereto. 



	 
	 	 

	COMPANY:	 	Copart, Inc.

Benicia, California
	

PURCHASER:	
 	


	

 	
 	


	

 	
 	


	

 	
 	

 
	

ESCROW AGENT:	
 	

Corporate Secretary

Copart, Inc.

Benicia, California
	

 	
 	

 
	

 	
 	

 
	

 	
 	

 





2





 

        16.  By
signing these Joint Escrow Instructions, you become a party hereto only for the purpose of said Joint Escrow Instructions; you do not become a party to the Agreement. 


        17.  This
instrument shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and permitted assigns. 



        18.  These
Joint Escrow Instructions shall be governed by, and construed and enforced in accordance with, the internal substantive laws, but not the choice of law rules, of
California. 



	

 	
 	

Very truly yours,
	

 	
 	

COPART, INC.
	

 	
 	

 
	

 	
 	

 By
	

 	
 	

 
	

 	
 	

 Title
	

 	
 	

 
	

 	
 	

PURCHASER:
	

 	
 	

 
	

 	
 	

 Signature
	

 	
 	

 
	

 	
 	

 Print Name
	

 	
 	

 
	

 	
 	

 
	

ESCROW AGENT:	
 	

 
	

 	
 	

 
	

 Corporate Secretary	
 	

 
	

 	
 	

 
	

 	
 	

 




3







 
 

EXHIBIT A-4
  
    ELECTION UNDER SECTION 83(b)
  
    OF THE INTERNAL REVENUE CODE OF 1986    
  


The
undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in taxpayer's gross income for the current taxable year the amount
of any compensation taxable to taxpayer in connection with his or her receipt of the property described below: 


	1.
	The
name, address, taxpayer identification number and taxable year of the undersigned are as follows: 






	 
	 	 
	 	 

	NAME:	 	TAXPAYER:	 	SPOUSE:
	

ADDRESS:	
 	

 	
 	

 
	

IDENTIFICATION NO.:	
 	

TAXPAYER:	
 	

SPOUSE:
	

TAXABLE YEAR:	
 	

 	
 	

 
	

 	
 	

 	
 	

 





	2.
	The
property with respect to which the election is made is described as follows:                         shares (the "Shares") of
the Common Stock of Copart, Inc. (the
"Company").



	3.
	The
date on which the property was transferred is:                        ,        .



	4.
	The
property is subject to the following restrictions: 



The
Shares may be repurchased by the Company, or its assignee, upon certain events. This right lapses with regard to a portion of the Shares based on the continued performance of services by the
taxpayer over time. 



	5.
	The
fair market value at the time of transfer, determined without regard to any restriction other than a restriction which by its terms will never lapse, of such property is:
$                        .



	6.
	The
amount (if any) paid for such property is: $                        . 



The
undersigned has submitted a copy of this statement to the person for whom the services were performed in connection with the undersigned's receipt of the above-described property. The transferee
of such property is the person performing the services in connection with the transfer of said property. 


The undersigned understands that the foregoing election may not be revoked except with the consent of the Commissioner.



	 
	 	 

	

Dated:                                        
                 ,         	
 	

                                         
                         

Taxpayer





The undersigned spouse of taxpayer joins in this election. 



	 
	 	 

	

Dated:                                        
                 ,         	
 	

                                         
                         

Spouse of Taxpayer
	

 	
 	

 
	

 	
 	

 











QuickLinks



Exhibit 4.1


COPART, INC. 2001 STOCK OPTION PLAN (As Amended for Stock Split on 01/04/02)



COPART, INC. 2001 STOCK OPTION PLAN STOCK OPTION AGREEMENT


EXHIBIT A COPART, INC. 2001 STOCK OPTION PLAN EXERCISE NOTICE


COPART, INC. 2001 STOCK OPTION PLAN NOTICE OF GRANT OF STOCK PURCHASE RIGHT


EXHIBIT A-1 COPART, INC. 2001 STOCK OPTION PLAN RESTRICTED STOCK PURCHASE AGREEMENT


EXHIBIT A-2 ASSIGNMENT SEPARATE FROM CERTIFICATE


EXHIBIT A-3 JOINT ESCROW INSTRUCTIONS


,



EXHIBIT A-4 ELECTION UNDER SECTION 83(b) OF THE INTERNAL REVENUE CODE OF 1986