EXHIBIT 10.17


 


COPART, INC.


 


AMENDMENT TO STOCK OPTION AGREEMENTS


 


This
Amendment (the “Amendment”) to the Stock Option Agreements (collectively, the “Agreements”)
of Willis J. Johnson (“Optionee”) is entered into by and between Optionee and
Copart, Inc. (the “Company”).


 


WHEREAS, pursuant to the Agreements, the Company granted
Optionee the stock options listed on Exhibit A attached hereto (the
“Options”), under the Company’s 1992 Stock Option Plan and 2001 Stock Option
Plan  (together, the “Plans”) to purchase
shares of the Company’s common stock;


 


WHEREAS, the Company and Optionee desire to amend the
Agreements to permit payment of the exercise price of the Options by net
exercise and payment of the tax withholding obligations by net issuance; and


 


WHEREAS, on June 9, 2010, the Compensation Committee
of the Company’s Board of Directors approved amendments to the Agreements to
permit Optionee to exercise his Options by net exercise and payment of the tax
withholding obligations by net issuance.


 


NOW, THEREFORE, Optionee and the Company
agree that the Agreements shall be, and hereby are, amended as follows:


 


1.             Net
Exercise and Net Issuance.  Section 5
of the Stock Option Agreement dated June 6, 2001 and Section C of Part II
of the Stock Option Agreements dated October 21, 2002 and August 19,
2003 are hereby amended to add the following to the end thereof:


 


“In
addition to the foregoing methods, Optionee may also exercise the Option, by a
net exercise arrangement pursuant to which the Company will reduce the number
of Shares issued upon exercise by the minimum number of Shares with a Fair
Market Value sufficient to pay the aggregate exercise price of the exercised
Shares and the tax withholding obligations (if any) of the exercised Shares
sufficient to pay the minimum tax withholding obligations in connection with
the Option.  Such net exercise and net
issuance may be pursuant to such procedures as the Administrator may specify
from time to time so as not to result in any adverse accounting consequences to
the Company.”


 


2.             Acknowledgement.  Optionee acknowledges and agrees that this
Amendment will disqualify any Option that currently qualifies as an incentive
stock option under Section 422 of the Internal Revenue Code of 1986, as
amended and will result in any such Option becoming a nonstatutory stock
option.


 


3.             Full
Force and Effect.  To the extent not
expressly amended hereby, the Agreements shall remain in full force and effect.


 

















 


4.             Counterparts.  This Amendment may be executed in
counterparts, all of which together shall constitute one instrument, and each
of which may be executed by less than all of the parties to this Amendment.


 


5.             Governing
Law.  This Amendment will be governed
by the laws of the State of California (with the exception of its conflict of
laws provisions).


 


6.             Entire
Agreement.  This Amendment, together
with the Agreements (to the extent not amended hereby), and the Plans represent
the entire agreement of the parties and shall supersede any and all previous
contracts, arrangements or understandings between the parties with respect to
the Options.


 


IN WITNESS WHEREOF, the undersigned parties have
caused this Amendment to be executed as of the date first set forth below.


 


 


	
  OPTIONEE

  	
   

  	
  COPART, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Willis J. Johnson

  	
   

  	
  /s/ Paul A. Styer

  
	
  Signature

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Willis
  J. Johnson

  	
   

  	
  Paul
  A. Styer

  
	
  Print
  Name

  	
   

  	
  Print
  Name

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  June 10,
  2010

  	
   

  	
  Secretary

  
	
  Date

  	
   

  	
  Print
  Title

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  June 10,
  2010

  
	
   

  	
   

  	
  Date

  



 

















 


Exhibit A


 


	
  Grant Date

  	
   

  	
  Plan

  	
   

  	
  Number of Shares

  Granted

  	
   

  	
  Exercise Price

  Per Share

  
	
  June 6, 2001

  	
   

  	
  1992 Stock Option Plan

  	
   

  	
  100,000

  (150,000 post-split)

  	
   

  	
  $25.40

  ($16.93 post-split)

  
	
  October 21, 2002

  	
   

  	
  2001 Stock Option Plan

  	
   

  	
  100,000

  	
   

  	
  $10.99

  
	
  August 19, 2003

  	
   

  	
  2001 Stock Option Plan

  	
   

  	
  100,000

  	
   

  	
  $8.80