EXHIBIT 10.1


 


COPART,
INC.


 


AMENDED
AND RESTATED EXECUTIVE OFFICER


 


EMPLOYMENT
AGREEMENT


 


This Amended and
Restated Executive Officer Employment Agreement is entered into as of September 25,
2008 by and between Copart, Inc., a California corporation (the “Company”),
and William E. Franklin (the “Executive”).


 


RECITALS:


 


A.                                   The
Company and the Executive previously entered into an Executive Officer
Employment Agreement (the “Original Agreement”) dated March 15, 2004 (the “Effective
Date”).


 


B.                                     The
Board of Directors of the Company (the “Board”) believes it is in the best
interests of the Company and its shareholders to amend the terms of the
Original Agreement in order to comply with Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”).


 


AGREEMENT:


 


In consideration
of the mutual covenants herein contained and the continued employment of
Executive by the Company, the parties agree as follows:


 


1.                                       Duties
and Scope of Employment.


 


(a)                                  Position
and Duties.  As of the Effective
Date, Executive will serve as Senior Vice President and Chief Financial Officer
of the Company.  Executive will render
such business and professional services in the performance of his duties,
consistent with Executive’s position within the Company, as shall reasonably be
assigned to him the Chief Executive Officer (CEO), President or Executive Vice
President (Senior Management) and as are contemplated by the Company’s
bylaws.  During the term of Executive’s
employment with the Company, Executive shall report to and be subject to the
directives of the Board of Directors and Senior Management. The period of
Executive’s employment under this Agreement is referred to herein as the “Employment
Term.”


 


(b)                                 Obligations.  During the Employment Term, Executive will
perform his duties faithfully and to the best of his ability and will devote
his full business efforts and time to the Company.  For the duration of the Employment Term,
Executive agrees not to actively engage in any other employment, occupation or
consulting activity for any direct or indirect remuneration without the prior
approval of the Board.


 

















 


2.                                       Employment
Terms.


 


(a)                                  Basic
“At Will” Rule.  The Employment Term
shall begin upon the Effective Date and shall continue thereafter until
terminated by the Company or the Executive. 
The Executive acknowledges and agrees that his employment with the
Company is “at will” and may be terminated at any time, with or without notice,
with or without good cause, or for any or no cause, at the option of either the
Company or the Executive.  Executive
understands and agrees that neither his job performance nor promotions,
commendations, bonuses or the like from the Company shall give rise to, or in
any way serve as the basis for modification, amendment, or extension, by
implication or otherwise, of the Executive’s at-will employment with the
Company.


 


(b)                                 Termination.  If the Company terminates the Executive’s
employment at any time for any reason other than Cause or Disability, both as
defined below, or if the Executive terminates his employment at any time for
Good Reason, as defined below, the provisions of paragraph 9(a)(i) shall
apply.  If the Executive terminates his
employment at any time other than for Good Reason, the provisions of paragraph
9(a)(ii) shall apply.  Upon termination
of the Executive’s employment with the Company, the Executive’s rights under
any applicable benefit plans shall be determined under the provisions of those
plans.


 


(c)                                  Death.  The Executive’s employment shall terminate in
the event of his death.  The Company
shall have no obligation to pay or provide any compensation or benefits under
this Agreement on account of the Executive’s death, or for periods following
the Executive’s death; provided, however, that the Company’s
obligations under paragraph 9(a)(i) shall not be interrupted as a result
of the Executive’s death subsequent to a termination to which such paragraph
applies.  The Executive’s rights under
the benefit plans of the Company in the event of the Executive’s death shall be
determined under the provisions of those plans.


 


(d)                                 Cause.  For all purposes under this Agreement, “Cause”
shall mean Executive’s:


 


(i)                                     willful
or grossly negligent failure to substantially perform his duties hereunder;


 


(ii)                                  commission
of gross misconduct which is injurious to the Company;


 


(iii)                               breach
of a material provision of this Agreement or the agreements incorporated herein
by reference;


 


(iv)                              material
violation of a federal or state law or regulation applicable to the business of
the Company;


 


(v)                                 misappropriation
or embezzlement of Company funds or an act of fraud or dishonesty upon the
Company made by Executive;


 


(vi)                              conviction
of, or plea of nolo contendre to,
a felony; or


 


(vii)                           continued
failure to comply with directives of Senior Management.


 


No act, or failure to
act, by the Executive shall be considered “willful” unless committed without
good faith without a reasonable belief that the act or omission was in the 


 


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Company’s best
interest.  No compensation or benefits
will be paid or provided to the Executive under this Agreement on account of a
termination for Cause, or for periods following the date when such a
termination of employment is effective. 
The Executive’s rights under the benefit plans of the Company shall be
determined under the provisions of those plans.


 


(e)                                  Disability.  The Company may terminate the Executive’s
employment for Disability by giving the Executive 30 days’ advance notice in
writing.  For all purposes under this
Agreement, “Disability” shall mean that the Executive, at the time
notice is given, has been unable to substantially perform his duties under this
Agreement for a period of not less than six (6) consecutive months as
the result of his incapacity due to physical or mental illness.  In the event that the Executive resumes the
performance of substantially all of his duties hereunder before the termination
of his employment under this subparagraph (e) becomes effective, the
notice of termination shall automatically be deemed to have been revoked.  No compensation or benefits will be paid or
provided to the Executive under this Agreement on account of termination for
Disability, or for periods following the date when such a termination of employment
is effective.  The Executive’s rights
under the benefit plans of the Company shall be determined under the provisions
of those plans.


 


(f)                                    Good
Reason.  Employment with the Company
may be regarded as having been constructively terminated by the Company, and
the Executive may therefore terminate his employment for “Good Reason”
within 30 days following the expiration of any Company cure period (as
described below) and thereupon become entitled to the benefits of paragraph
9(a)(i) below, if one or more of the following events (described in
clauses (i) through (iii) below) shall have occurred  without the Executive’s prior written
consent.  The Executive will not resign for “Good Reason” without first providing the
Company with written notice of the acts or omissions constituting the grounds
for “Good Reason” within 90 days of the initial existence of such grounds for “Good
Reason” and a reasonable cure period of not less than 30 days following the
date of such notice.


 


(i)                                     the
assignment to the Executive of any duties or the reduction of the Executive’s
duties, either of which results in a material diminution in the Executive’s
position or responsibilities with the Company in effect immediately prior to
such assignment, or the removal of the Executive from such position and
responsibilities;


 


(ii)                                  a
material reduction by the Company in the Base Salary (as defined below) of the
Executive as in effect immediately prior to such reduction;


 


(iii)                               any
material breach by the Company of any material provision of this Agreement.


 


3.                                       Place
of Employment.  The Executive’s
services shall be performed at the Company’s principal executive offices in
Fairfield, California.  The parties
acknowledge, however, that the Executive will be required to travel in
connection with the performance of his duties hereunder.


 


4.                                       Compensation.


 


(a)                                  Base
Salary.  For all services to be
rendered by the Executive pursuant to this Agreement, the Company agrees to pay
the Executive effective August 25, 2008 and during the 


 


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remainder of the Employment Term a base salary (the “Base
Salary”) at an annual rate of not less than $300,000.  The Base Salary shall be paid in periodic
installments in accordance with the Company’s regular payroll practices.  The Company agrees to review the Base Salary
at least annually after the conclusion of the Company’s fiscal year (July 31)
and to make such increases therein as the Board may approve.


 


(b)                                 Bonus.  Beginning with the Company’s 2009 fiscal year
and for each fiscal year thereafter during the Employment Term, the Executive
will be eligible to receive an annual bonus (the “Bonus”) in the form of
cash and/or stock option grants for such fiscal year as approved by the
Compensation Committee and the Board. 
Payment of an annual bonus shall be a discretionary decision of the
Board.  The Bonus, if any, will be paid
as soon as practical following the determination by the Board or its
Compensation Committee that the Bonus has been earned, but in no event after
the fifteenth day of the third month of the Company’s fiscal year or the
calendar year, whichever is later, following the date the Executive earns the
Bonus and it is no longer subject to a substantial risk of forfeiture.


 


5.                                       Employee
Benefits.  During the Employment
Term, the Executive shall be entitled to participate in employee benefit plans
or programs of the Company, if any, to the extent that his position, tenure,
salary, age, health and other qualifications make him eligible to participate,
subject to the rules and regulations applicable thereto.  The Company reserves the right to cancel or
change the benefit plans and programs it offers to its employees at any
time.  The Company will not materially
reduce the kind or level of employee benefits to which the Executive is
entitled in a manner that would result in the Executive’s overall benefits
package being materially reduced.  Any
such reduction of benefits by the Company will constitute a material breach of
the Agreement.


 


6.                                       Vacation.  Executive will be entitled to paid vacation
of three (3) weeks per year in accordance with the Company’s vacation
policy, with the timing and duration of specific vacations mutually and
reasonably agreed to by the parties hereto.


 


7.                                       Expenses.  The Executive shall be entitled to prompt
reimbursement by the Company for all reasonable ordinary and necessary travel,
entertainment, and other expenses incurred by the Executive while an employee
of the Company (in accordance with the policies and procedures established by
the Company for its senior executive officers) in the performance of his duties
and responsibilities under this Agreement; provided, however,
that the Executive shall properly and promptly account for such expenses in
accordance with the Company’s policies and procedures.  The parties agree that for purposes of this
paragraph, the Executive’s air travel shall be coach class domestically and
business class internationally (excluding Canada).


 


8.                                       Other
Activities.  The Executive shall
devote substantially all of his working time and efforts during the Company’s
normal business hours to the business and affairs of the Company and its
subsidiaries and to the diligent and faithful performance of the duties and
responsibilities duly assigned to him pursuant to this Agreement, except for
vacations, holidays and sickness.  The
Executive may, however, devote a reasonable amount of his time to civic,
community, or charitable activities and, with the prior written approval of the
Senior Management to serve as a director of other corporations and to other
types of business or public activities not expressly mentioned in this
paragraph.


 


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9.                                       Termination
Benefits.  The Executive shall be
entitled to receive severance and other benefits upon a termination of employment
as follows:


 


(a)                                  Severance.


 


(i)                                     Involuntary
Termination.  If the Company
terminates the Executive’s employment other than for Disability or Cause, or if
the Executive terminates his employment for Good Reason, then, in lieu of any
severance benefits to which the Executive may otherwise be entitled under any
Company severance plan or program, and subject to the remaining provisions of
this paragraph 9, the Executive shall be entitled to continued payment of his
Base Salary until the earliest of:  (A) the
12-month anniversary of the effective date of the Executive’s termination,
payable monthly beginning 30 days after the date of Executive’s termination, or
(B) the date on which the Executive breaches his obligations under
paragraph 10 hereof.


 


(ii)                                  Other
Termination.    In the event the
Executive’s employment terminates for any reason other than as described in
paragraph 9(a)(i) above, including by reason of the Executive’s death or
Disability, the Company’s termination of Executive for Cause, or Executive’s
resignation other than for Good Reason, then the Executive shall be entitled to
receive severance and any other benefits only as may then be established under
the Company’s existing severance and benefit plans and policies at the time of
such termination.


 


(b)                                 Release
of Claims Agreement.  The receipt of
any severance payments or benefits pursuant to this Agreement is subject to the
Executive signing and not revoking a severance agreement and release of claims
(the “Release”) in a form acceptable to the Company which must become effective
no later than the 60th day following the Executive’s termination of
employment (the “Release Deadline”), and if not, the Executive will
forfeit any right to severance payments or benefits under this Agreement.  To become effective, the Release must be
executed by the Executive and any revocation periods (as required by statute,
regulation, or otherwise) must have expired without the Executive having
revoked the Release.  In addition, no
severance payments or benefits will be paid or provided until the Release
actually becomes effective.  In the event
the Executive’s termination of employment occurs at a time during the calendar
year where the Release Deadline could occur in the calendar year following the
calendar year in which Executive’s termination occurs, then any severance
payments or benefits under this Agreement that would be considered Deferred
Compensation Separation Benefits (as defined in Section 9(c)) will be paid
on the first payroll date to occur during the calendar year following the
calendar year in which such termination occurs, or such later time as required
by (i) the payment schedule applicable to each payment or benefit as set
forth in Section 9(a), (ii) the date the Release becomes effective,
or (iii) Section 9(c).


 


(c)                                  Section 409A.


 


(i)                                     Notwithstanding
anything to the contrary in this Agreement, if Executive is a “specified
employee” (“Specified Employee”) within the meaning of Section 409A
of the Code and any final regulations and guidance promulgated thereunder (“Section 409A”)
at the time of Executive’s termination, then the severance and benefits payable
to Executive pursuant to this Agreement (other than due to death), if any, and
any other severance payments or separation payments which may be considered
deferred compensation under Section 409A (together, the “Deferred
Compensation Separation Benefits”), which are otherwise due to Executive on
or within 


 


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the six (6) month period following Executive’s
termination will accrue during such six (6) month period and will become
payable in a lump sum payment on the date six (6) months and one (1) day
following the date of Executive’s termination of employment or the date of the
Executive’s death, if earlier.  All
Deferred Compensation Separation Benefits, if any, will be payable in
accordance with the payment schedule applicable to each payment or
benefit.  Each
payment and benefit payable under this Agreement is intended to constitute
separate payments for purposes of Treasury Regulation Section 1.409A-2(b)(2).


 


(ii)                                  Any amount
paid under this Agreement that satisfies the requirements of the “short-term
deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) will
not constitute Deferred Compensation Separation Benefits for purposes of clause
(i) above.


 


(iii)                               Amounts
paid under the Agreement that qualifies as a payment made as a result of an
involuntary separation from service pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) that
do not exceed the Section 409A Limit will not constitute Deferred
Compensation Separation Benefits for purposes of clause (i) above.  For this purpose, “Section 409A Limit”
means the lesser of two (2) times: (A) the Executive’s annualized
compensation based upon the annual rate of pay paid to  Executive during the Company’s taxable year
preceding the Company’s taxable year of the Executive’s termination of
employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and
any Internal Revenue Service guidance issued with respect thereto; or (B) the
maximum amount that may be taken into account under a qualified plan pursuant
to Code Section 401(a)(17) for the year in which Executive’s employment is
terminated.


 


(iv)                              The
foregoing provisions are intended to comply with the requirements of Section 409A
so that none of the severance payments and benefits to be provided hereunder
will be subject to additional tax imposed under Section 409A, and any
ambiguities herein will be interpreted to so comply.  The Company and the Executive agree to work
together in good faith to consider amendments to this Agreement and to take
such reasonable actions which are necessary, appropriate or desirable to avoid
imposition of any additional tax or income recognition prior to actual payment
to Executive under Section 409A.


 


(d)                                 No
Duty to Mitigate.  The Executive
shall not be required to mitigate the amount of any payment contemplated by
this Agreement (whether by seeking new employment or in any other manner).


 


10.                                 Proprietary
Information.  During the Employment
Term and thereafter, the Executive shall not, without the prior written consent
of the Board of Directors, disclose or use for any purpose (except in the
course of his employment under this Agreement and in furtherance of the
business of the Company or any of its affiliates or subsidiaries) any
confidential information or proprietary data of the Company.  As an express condition of the Executive’s
employment with the Company, the Executive agrees to execute confidentiality
agreements as requested by the Company.


 


11.                                 Right
to Advice of Counsel.  The Executive
acknowledges that he has consulted with counsel and is fully aware of his
rights and obligations under this Agreement.


 


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12.                                 Successors.  The Company will require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise)
to all or substantially all of the business and/or assets of the Company to
expressly assume and agree to perform this Agreement in the same manner and to
the same extent that the Company would be required to perform it if no such
succession had taken place.  Failure of
the Company to obtain such assumption agreement prior to the effectiveness of
any such succession shall entitle the Executive to the benefits described in
paragraphs 9(a)(i) and 9(b) of this Agreement, subject to the terms
and conditions therein.


 


13.                                 Assignment.
 This Agreement and all rights under this
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the parties hereto and their respective personal or legal representatives,
executors, administrators, heirs, distributees, devisees, legatees, successors
and assigns.  This Agreement is personal
in nature, and the Executive shall not, without the prior written consent of
the Company, assign or transfer this Agreement or any right or obligation under
this Agreement to any other person or entity. 
If the Executive should die while any amounts are still payable to the Executive
hereunder, all such amounts, unless otherwise provided herein, shall be paid in
accordance with the terms of this Agreement to the Executive’s devisee,
legatee, or other designee or, if there be no such designee, to the Executive’s
estate.


 


14.                                 Absence
of Conflict.  The Executive
represents and warrants that his employment by the Company as described herein
will not conflict with and will not be constrained by any prior employment or
consulting agreement or relationship.


 


15.                                 Notices.  All notices, requests, demands and other
communications called for hereunder shall be in writing and shall be deemed
given (i) on the date of delivery, or, if earlier, (ii) one (1) day
after being sent by a well established commercial overnight service, or (iii) three (3) days
after being mailed by registered or certified mail, return receipt requested,
prepaid and addressed to the parties or their successors at the following
addresses, or at such other addresses as the parties may later designate in
writing:


 


	
  If to the Executive:

  	
   

  	
  William E. Franklin

  
	
   

  	
   

  	
  [address]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  If to the Company:

  	
   

  	
  Copart, Inc.

  
	
   

  	
   

  	
  4665 Business Center
  Drive

  
	
   

  	
   

  	
  Fairfield, California
  94534

  
	
   

  	
   

  	
  Attn: General Counsel

  



 


or to such other
address or the attention of such other person as the recipient party has
previously furnished to the other party in writing in accordance with this
paragraph.


 


16.                                 Waiver.  Failure or delay on the part of either party
hereto to enforce any right, power, or privilege hereunder shall not be deemed
to constitute a waiver thereof. 
Additionally, a waiver by either party or a breach of any promise hereof
by the other party shall not operate as or be construed to constitute a waiver
of any subsequent waiver by such other party.


 


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17.                                 Severability.
 Whenever possible, each provision of
this Agreement will be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
invalid, illegal or unenforceable in any respect under any applicable law or rule in
any jurisdiction, such invalidity, illegality or unenforceability will not
affect any other provision or any other jurisdiction, but this Agreement will
be reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.


 


18.                                 Arbitration.


 


(a)                                  Arbitration.  In consideration of Executive’s employment
with the Company,  its promise to
arbitrate all employment-related disputes and Executive’s receipt of the
compensation and other benefits paid to Executive by the Company, at present
and in the future, Executive agrees that any and all controversies, claims, or
disputes with anyone (including the Company and any employee, officer,
director, shareholder or benefit plan of the Company in their capacity as such
or otherwise) arising out of, relating to, or resulting from Executive’s
employment with the Company or the termination of Executive’s employment with
the Company, including any breach of this agreement, shall be subject to
binding arbitration under the arbitration rules set forth in California
Code of Civil Procedure Section 1280 through 1294.2, including Section 1283.05
(the “Rules”) and pursuant to California law. 
Disputes which Executive agrees to arbitrate, and thereby agrees to
waive any right to a trial by jury, include any statutory claims under State or
Federal law, including, but not limited to, claims under Title VII of the Civil
Rights Act of 1964, the Americans with Disabilities Act of 1990, the Age
Discrimination in Employment Act of 1967, the Older Workers Benefit Protection
Act, the California Fair Employment and Housing Act, the California Labor Code,
claims of harassment, discrimination or wrongful termination and any statutory
claims.  Executive further understands
that this agreement to arbitrate also applies to any disputes that the Company
may have with employee.


 


(b)                                 Procedure.  Executive agrees that any arbitration will be
administered by the American Arbitration Association (“AAA”) and that a
neutral arbitrator will be selected in a manner consistent with its national rules for
the resolution of employment disputes. 
The arbitration proceedings will allow for discovery according to the rules set
forth in the National Rules for the Resolution of
Employment Disputes. 
Executive agrees that the arbitrator shall have the power to decide any
motions brought by any party to the arbitration, including motions for summary
judgment and/or adjudication and motions to dismiss and demurrers, prior to any
arbitration hearing.  Executive agrees
that the arbitrator shall issue a written decision on the merits.  Executive also agrees that the arbitrator
shall have the power to award any remedies, including attorneys’ fees and
costs, available under applicable law. 
Executive understands the Company will pay for any administrative or
hearing fees charged by the arbitrator or AAA except that Executive shall pay
the first $2,000.00 of any fees associated with any arbitration Executive initiates.  Executive agrees that the arbitrator shall
administer and conduct any arbitration in a manner consistent with the rules and
that to the extent that the AAA’s National Rules for the Resolution of
Employment Disputes conflict with the rules, the rules shall take
precedence.  Any arbitration hereunder
shall be conducted in San Francisco, California


 


(c)                                  Remedy.  Except as provided by the rules, arbitration
shall be the sole, exclusive and final remedy for any dispute between Executive
and the Company.  Accordingly, 


 


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except as provided for by the rules, neither Executive
nor the Company will be permitted to pursue court action regarding claims that
are subject to arbitration. 
Notwithstanding, the arbitrator will not have the authority to disregard
or refuse to enforce any lawful Company policy, and the arbitrator shall not
order or require the Company to adopt a policy not otherwise required by law
which the Company has not adopted.


 


(d)                                 Availability
of injunctive relief.  In accordance
with Rule 1281.8 of the California Code of Civil Procedure, Executive
agrees that any party may also petition the court for injunctive relief where
either party alleges or claims a violation of the employment, confidential
information, invention assignment agreement between Executive and the Company
or any other agreement regarding trade secrets, confidential information,
nonsolicitation or Labor Code §2870.  In
the event either party seeks injunctive relief, the prevailing party shall be
entitled to recover reasonable costs and attorneys fees.


 


(e)                                  Administrative
relief.  Executive understands that
this agreement does not prohibit Executive from pursuing an administrative
claim with a local, state or federal administrative body such as the department
of fair employment and housing, the equal employment opportunity commission or
the workers’ compensation board.  This
agreement does, however, preclude Executive from pursuing court action
regarding any such claim.


 


19.                                 Voluntary
Nature of Agreement.  Executive
acknowledges and agrees that Executive is executing this agreement voluntarily
and without any duress or undue influence by the Company or anyone else.  Executive further acknowledges and agrees
that Executive has carefully read this agreement and that Executive has asked
any questions needed for Executive to understand the terms, consequences and
binding effect of this agreement and fully understand it, including that
Executive is waiving Executive’s right to a jury trial.  Finally, Executive agrees that he/she has
been provided an opportunity to seek the advice of an attorney before signing
this agreement.


 


20.                                 Integration.  This Agreement, together with the  the Confidential Information Agreement and
any agreement relating to equity incentive awards, represents the entire
agreement and understanding between the parties as to the subject matter herein
and supersedes all prior or contemporaneous agreements whether written or
oral.  No waiver, alteration, or
modification of any of the provisions of this Agreement will be binding unless
in writing and signed by the Company.


 


21.                                 Headings.  The headings of the paragraphs contained in
this Agreement are for reference purposes only and shall not in any way affect
the meaning or interpretation of any provision of this Agreement.


 


22.                                 Applicable
Law.  This Agreement shall be
governed by and construed in accordance with the internal substantive laws, and
not the choice of law rules, of the State of California.


 


23.                                 Cooperation.  Executive
shall, without further remuneration, provide Executive’s reasonable cooperation
in connection with any action or proceeding (or any appeal from any action or
proceeding) that relates to events occurring during or relating to Executive’s
employment hereunder.  If Executive’s
cooperation is needed under this paragraph, the Company shall use reasonable
best efforts to schedule Executive’s participation at a mutually convenient
time, and shall reimburse Executive for reasonable travel and out-of-pocket expenses
(following presentment of 


 


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reasonable substantiation).  This provision shall survive any termination
of this Agreement or Executive’s employment.


 


24.                                 Counterparts.  This Agreement may be executed in one or more
counterparts, none of which need contain the signature of more than one party
hereto, and each of which shall be deemed to be an original, and all of which
together shall constitute a single agreement.


 


25.                                 Tax
Withholding.  All payments made
pursuant to this Agreement will be subject to withholding of applicable taxes.


 


26.                                 Acknowledgment.  Executive acknowledges that he has had the
opportunity to discuss this matter with and obtain advice from his private
attorney, has had sufficient time to, and has carefully read and fully
understands all the provisions of this Agreement, and is knowingly and
voluntarily entering into this Agreement.


 


[Remainder
of Page Intentionally Left Blank]


 


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IN WITNESS WHEREOF, each
of the parties has executed this Amended and Restated Executive Officer
Employment Agreement, in the case of the Company by its duly authorized
officer, as of the day and year first above written.


 


 


	
  COMPANY:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  COPART,
  INC.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Paul A. Styer

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name: 

  	
  Paul A. Styer

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  Secretary

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXECUTIVE:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ William E. Franklin

  	
   

  	
  Date:

  	
   

  	
   

  
	
  William E. Franklin