EXHIBIT
4.1


 


FORM OF


 


COPART,
INC. STAND ALONE STOCK OPTION AWARD AGREEMENT


 


(Used for
Willis J. Johnson and A. Jayson Adair)


 


NOTICE
OF STOCK OPTION GRANT


 


Participant
Name: 


 


Address:



 


You have been granted a
Nonstatutory Stock Option to purchase Common Stock of Copart, Inc. (the “Company”),
subject to the terms and conditions of this Stand-Alone Stock Option Agreement
(the “Option Agreement”), as follows:


 


	
  Grant Number

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date of Grant

  	
   

  	
  April 14, 2009

  
	
   

  	
   

  	
   

  
	
  Exercise Price per
  Share

  	
   

  	
  $30.21

  
	
   

  	
   

  	
   

  
	
  Total Number of Shares
  Granted

  	
   

  	
  2,000,000

  
	
   

  	
   

  	
   

  
	
  Total Exercise Price

  	
   

  	
  $60,420,000.00

  
	
   

  	
   

  	
   

  
	
  Term/Expiration Date:

  	
   

  	
  April 13, 2019

  



 


Vesting Schedule:


 


Subject to any
acceleration provisions set forth in this Option Agreement, this Option may be
exercised, in whole or in part, in accordance with the following schedule:


 


One fifth (1/5th) of the Shares subject to the Option shall vest on
the one-year anniversary of the Date of Grant and one sixtieth (1/60th) of the Shares subject to the Option shall vest each
month thereafter on the same day of the month as the Date of Grant, subject to
Participant continuing to be a Service Provider through each such date.


 


Notwithstanding the
foregoing and anything contrary in this Option Agreement, if (i) prior to
a Change in Control, Participant’s status as a Service Provider is terminated
by the Company without Cause, or (ii) upon or following a Change in
Control, Participant’s status as a Service Provider is terminated (A) by
the Company, successor corporation or the entity to whom Participant is
providing services following a transaction (the “Employer”) without Cause, or (B) by
Participant for Good Reason (any termination described in clauses (i) and
(ii), a “Covered Termination”), then one hundred percent (100%) of Participant’s
Shares subject to the Option shall immediately vest and become exerciseable.


 

















 


Termination Period:


 


As set forth in Section 9
of this Option Agreement, this Option will be exercisable for twelve (12)
months after Participant ceases to be a Service Provider, unless such
termination is a Covered Termination, in which case this Option will remain
exercisable through the Term/Expiration Date as provided
above.  Notwithstanding the foregoing sentence, in no event may this
Option be exercised after the Term/Expiration Date as provided above and may be
subject to earlier termination as provided in Section 11(c) of this
Option Agreement.


 


By Participant’s
signature and the signature of the Company’s representative below, Participant
and the Company agree that this Option is granted under and governed by the
Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A,
which is made a part of this document.  Participant has reviewed this
Option Agreement in its entirety, has had an opportunity to obtain the advice
of counsel prior to executing this Option Agreement and fully understands all
provisions of the Option Agreement.  Participant hereby agrees to
accept as binding, conclusive and final all decisions or interpretations of the
Administrator upon any questions relating to the Option
Agreement.  Participant further agrees to notify the Company upon any
change in the residence address indicated below.


 


 


	
  PARTICIPANT:

  	
   

  	
  COPART, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
  By

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print Name

  	
   

  	
  Title

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Resident Address:

  	
   

  	
   

  



 


 


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EXHIBIT
A


 


TERMS
AND CONDITIONS OF STOCK OPTION GRANT


 


1.             Definitions.  As used herein, the
following definitions will apply:


 


(a)           “Administrator” means the
Board or any of its committees as will be administering the Option, in
accordance with Section 17 of the Option Agreement.


 


(b)           “Option Agreement” means this
Option agreement between the Company and Participant evidencing the terms and
conditions of this Option.


 


(c)           “Board” means the Board of
Directors of the Company.


 


(d)           “Cause” means (i) any act
of dishonesty made by Participant in connection with Participant’s
responsibilities as a Service Provider; (ii) Participant’s conviction of,
or plea of nolo contendere to, a felony or any crime involving fraud,
embezzlement or any other act of moral turpitude; (iii) Participant’s
gross misconduct; (iv) willful and continued failure of Participant to
substantially perform his or her principal duties and/or obligations of
employment to his or her Employer; or (v) Participant’s unauthorized use
or disclosure of any proprietary information or trade secrets of the Company or
any other party to whom Participant owes an obligation of nondisclosure as a
result of Participant’s relationship with the Company.


 


(e)           “Change in Control” means the
occurrence of any of the following events:


 


(i)              A change in the ownership of the
Company which occurs on the date that any one person, or more than one person
acting as a group, (“Person”) acquires ownership of the stock of the Company
that, together with the stock held by such Person, constitutes more than 50% of
the total voting power of the stock of the Company; provided, however, that for
purposes of this subsection (i), the acquisition of additional stock by any one
Person, who is considered to own more than 50% of the total voting power of the
stock of the Company will not be considered a Change in Control; or


 


(ii)             A change in the effective control
of the Company which occurs on the date that a majority of members of the Board
is replaced during any twelve (12) month period by Directors whose appointment
or election is not endorsed by a majority of the members of the Board prior to
the date of the appointment or election.  For purposes of this clause
(ii), if any Person is considered to effectively control the Company, the
acquisition of additional control of the Company by the same Person will not be
considered a Change in Control; or


 


(iii)            A change in the ownership of a
substantial portion of the Company’s assets which occurs on the date that any
Person acquires (or has acquired during the twelve (12) month period ending on
the date of the most recent acquisition by such person or persons) assets from
the Company that have a total gross fair market value equal to or more than 50%
of the total gross fair market value of all of the assets of the Company
immediately prior to such acquisition or acquisitions; provided, however, that
for purposes of this subsection (iii), the following will not constitute a
change in the ownership of a substantial portion of the Company’s assets: (A) a
transfer to an entity that is controlled by the Company’s stockholders
immediately after the transfer, or (B) a transfer of assets by the Company
to: (1) a stockholder of the Company (immediately before the asset
transfer) in exchange for or with respect to the Company’s stock, (2) an
entity, 50% or more of the total value or voting power of which is owned,
directly or indirectly, by the Company, (3) a Person, that owns, directly
or indirectly, 50% or more of the total value or voting power of all the
outstanding stock of the Company, or (4) an entity, at least 50% of the
total value or voting power of which is owned, directly or indirectly, by a
Person described in this subsection (iii)(B)(3).  For purposes of
this subsection (iii), gross fair market value means the value of the assets of
the Company, or the value of the assets being disposed of, determined without
regard to any liabilities associated with such assets.


 


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For purposes of this Section 1(e),
persons will be considered to be acting as a group if they are owners of a
corporation that enters into a merger, consolidation, purchase or acquisition
of stock, or similar business transaction with the Company.


 


(f)            “Code” means the Internal
Revenue Code of 1986, as amended.  Any reference to a section of the
Code herein will be a reference to any successor or amended section of the
Code.


 


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


 


(h)           “Company” means Copart, Inc.,
a California corporation, or any successor thereto.


 


(i)             “Consultant” means any
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.  Neither service as a Director nor
payment of a director’s fee by the Company will be sufficient to constitute “employment”
by the Company.


 


(m)          “Fair Market Value” means, as
of any date, the value of the Common Stock as the Administrator may determine
in good faith by reference to the price of such stock on any established stock
exchange or a national market system on the day of determination if the Common
Stock is so listed on any established stock exchange or a national market
system.  If the Common Stock is not listed on any established stock
exchange or a national market system, the value of the Common Stock will be
determined as the Administrator may determine in good faith.


 


(n)           “Good Reason” means, within
thirty (30) days following the expiration of any Company cure period (discussed
below) following the occurrence of one or more of the following without
Participant’s consent: (i) the assignment, reduction or removal of
Participant’s duties or position, either of which results in a material diminution
in Participant’s authority, duties or responsibilities with the Company in
effect immediately prior to such assignment, reduction or removal; (ii) a
material reduction by the Company of Participant’s base salary as in effect
immediately prior to such reduction; or (iii) the material change in
geographic location of Participant’s principal place of performing his or her
duties as a Service Provider of the Company by more than fifty (50)
miles.  In order for an event to qualify as Good Reason, Participant
must not terminate as a Service Provider without first providing the Company
with written notice of the acts or omissions constituting the grounds for Good
Reason within ninety (90) days of the initial existence of the grounds for “Good
Reason” and a reasonable cure period of not less than thirty (30) days
following the date of such notice.


 


(o)           “Nonstatutory Stock Option”
means an Option that by its terms does not qualify or is not intended to
qualify as an incentive stock option within the meaning of Section 422 of
the Code and the regulations promulgated thereunder.


 


(p)           “Notice of Grant” means the
portion of this Option Agreement to which these Terms and Conditions of Stock
Option Grant are attached.


 


(q)           “Option” means this option to
purchase shares of Common Stock granted pursuant to this Option Agreement.


 


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


 


(s)           “Participant” means the person
named in the Notice of Grant or such person’s successor.


 


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(t)             “Service Provider” means an
Employee, Director, or Consultant.


 


(u)           “Share” means a share of the
Common Stock, as adjusted in accordance with Section 11 of this Option
Agreement.


 


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


 


2.             Grant of Option.  The Company hereby
grants to the Participant this Option to purchase the number of Shares 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 all of the terms and
conditions in this Option Agreement.


 


3.             Vesting Schedule.  Except as provided
in Section 4, the Option awarded by this Option Agreement will vest in
accordance with the vesting provisions set forth in the Notice of
Grant.  Shares scheduled to vest on a certain date or upon the
occurrence of a certain condition will not vest in Participant in accordance
with any of the provisions of this Option Agreement, unless Participant will
have been continuously a Service Provider from the Date of Grant until the date
such vesting occurs.


 


4.             Administrator Discretion.  The
Administrator, in its discretion, may accelerate the vesting of the balance, or
some lesser portion of the balance, of the unvested Option at any
time.  If so accelerated, such Option will be considered as having
vested as of the date specified by the Administrator.


 


5.             Exercise of Option.


 


(a)          Right to Exercise.  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 terms of this
Option Agreement.


 


(b)           Method of Exercise.  This
Option is exercisable by delivery of an exercise notice, in the form attached
as Exhibit B (the “Exercise Notice”) or in a manner and pursuant to
such procedures as the Administrator may determine, which will 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.  The Exercise Notice will be completed by Participant and
delivered to the Company.  The Exercise Notice will be accompanied by
payment of the aggregate Exercise Price as to all Exercised Shares together
with any applicable tax withholding.  This Option will be deemed to
be exercised upon receipt by the Company of such fully executed Exercise Notice
accompanied by such aggregate Exercise Price.


 


6.             Method of Payment.  Payment of the
aggregate Exercise Price will be by any of the following, or a combination
thereof, at the election of Participant.


 


(a)           cash;


 


(b)           check;


 


(c)           consideration received by the Company
under a formal cashless exercise program adopted by the Company;


 


(d)           by net exercise whereby the Option
may be exercised in full or in part by surrendering a portion of the Option as
payment of the aggregate Exercise Price per Share for the number of Shares
subject to the Option to be exercised. The number of Shares subject to the
Option that would be surrendered in payment of the Exercise Price would be
determined by multiplying the number of Shares to be exercised by the per Share
Exercise Price, and then dividing the product thereof by an amount equal to the
per Share Fair Market Value on the date of exercise.  If the Fair
Market Value of the Shares subject to the portion of the Option that is
surrendered pursuant to a net exercise exceeds the aggregate Exercise Price of the
Exercised Shares, the excess will be paid to the Participant in cash.


 


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(e)           surrender of other Shares which have
a Fair Market Value on the date of surrender equal to the aggregate Exercise
Price of the Exercised Shares, provided that accepting such Shares, in the sole
discretion of the Administrator, will not result in any adverse accounting
consequences to the Company.


 


7.             Tax Obligations.


 


(a)           Tax Withholding.  Notwithstanding
any contrary provision of this Option Agreement, no certificate representing
the Shares will be issued to Participant, unless and until satisfactory
arrangements (as determined by the Administrator) will have been made by
Participant with respect to the payment of income, employment and other taxes
which the Company determines must be withheld with respect to such
Shares.  To the extent determined appropriate by the Company in its
discretion, it will have the right (but not the obligation) to satisfy any tax
withholding obligations by reducing the number of Shares otherwise deliverable
to Participant.  If Participant fails to make satisfactory
arrangements for the payment of any required tax withholding obligations
hereunder at the time of the Option exercise, Participant 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)           Code Section 409A.  Under
Code Section 409A, an option that vests after December 31, 2004 that
was granted with a per Share exercise price that is determined by the Internal
Revenue Service (the “IRS”) to be less than the Fair Market Value of a
Share on the date of grant (a “Discount Option”) may be considered “deferred
compensation.”  A Discount Option may result in (i) income
recognition by Participant prior to the exercise of the option, (ii) an
additional twenty percent (20%) federal income tax, and (iii) potential
penalty and interest charges.  The Discount Option may also result in
additional state income, penalty and interest charges to
Participant.  Participant acknowledges that the Company cannot and
has not guaranteed that the IRS will agree that the per Share exercise price of
this Option equals or exceeds the Fair Market Value of a Share on the Date of
Grant in a later examination.  Participant agrees that if the IRS
determines that the Option was granted with a per Share exercise price that was
less than the Fair Market Value of a Share on the date of grant, Participant
will be solely responsible for Participant’s costs related to such a
determination.


 


8.             Rights as Stockholder.  Neither
Participant nor any person claiming under or through Participant will have any
of the rights or privileges of a stockholder of the Company in respect of any
Shares deliverable hereunder unless and until certificates representing such
Shares will have been issued, recorded on the records of the Company or its
transfer agents or registrars, and delivered to Participant.  After
such issuance, recordation and delivery, Participant will have all the rights
of a stockholder of the Company with respect to voting such Shares and receipt
of dividends and distributions on such Shares.


 


9.             Termination of Employment.  If
Participant ceases to be a Service Provider, the Option will remain exercisable
for twelve (12) months, unless such termination is the result of a Covered
Termination, in which case the Option will remain exercisable through the
Term/Expiration Date as set forth in the Notice of Grant, to the extent the
Option is vested on the date of termination (but in no event later than the
Term/Expiration Date as set forth in the Notice of Grant), and subject to
earlier termination as set forth in Section 11(c).  Unless
otherwise provided by the Administrator, if on the date of termination
Participant is not vested as to the entire Option, the Shares covered by the
unvested portion of the Option will terminate.  If after termination
Participant does not exercise the Option within the time specified herein, the
Option will terminate.


 


10.           Leaves of Absence.  Unless
the Administrator provides otherwise, vesting of the Option granted hereunder
will be suspended during any unpaid leave of absence.  Participant
will 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, or any Subsidiary.


 


11.           Adjustments; Dissolution or
Liquidation; Merger or Change in Control.


 


(a)           Adjustments.  In the
event that any dividend or other distribution (whether in the form of cash,
Shares, other securities, or other property), recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, or exchange of Shares or other securities of the
Company, or other change in the corporate structure of the Company affecting
the Shares occurs, the Administrator, in order to 


 


6

















 


prevent diminution or
enlargement of the benefits or potential benefits intended to be made available
under the Option Agreement, will adjust the number, class, and price of Shares
covered by the Option.


 


(b)           Dissolution or Liquidation.  In
the event of the proposed dissolution or liquidation of the Company, the
Administrator will notify Participant as soon as practicable prior to the
effective date of such proposed transaction.  To the extent an Option
has not been previously exercised, the Option will terminate immediately prior
to the consummation of such proposed action.


 


(c)           Change in Control.  In
the event of a merger or Change in Control, the Option will be treated as the
Administrator determines, including, without limitation, that the Option will
be assumed or an equivalent option substituted by the successor corporation or
a Parent or Subsidiary of the successor corporation (the “Successor Corporation”).


 


In the event that the
Successor Corporation does not assume or substitute for the Option, Participant
will fully vest in and have the right to exercise all his or her outstanding
Option, including Shares as to which the Option would not otherwise be vested
or exercisable.  In addition, if the Option is not assumed or
substituted for in the event of a Change in Control, the Administrator will
notify Participant in writing or electronically that the Option will be fully
vested and exercisable for a period of time determined by the Administrator in
its sole discretion, and the Option will terminate upon the expiration of such
period.


 


For the purposes of this
subsection (c), the Option will be considered assumed if, following the Change
in Control, the Option confers the right to purchase or receive, for each Share
subject to the Option immediately prior to the Change in Control, the consideration
(whether stock, cash, or other securities or property) received in the merger
or 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, the Administrator may, with the consent of the Successor
Corporation, provide for the consideration to be received upon the exercise of
an Option, for each Share subject to the Option, to be solely common stock of
the Successor Corporation equal in fair market value to the per share consideration
received by holders of Common Stock in the Change in Control.


 


Notwithstanding anything
in this subsection (c) to the contrary, an Option that vests, is earned or
paid-out upon the satisfaction of one or more performance goals will not be considered
assumed if the Company or its successor modifies any of such performance goals
without Participant’s consent; provided, however, a modification to such
performance goals only to reflect the Successor Corporation’s post-Change in
Control corporate structure will not be deemed to invalidate an otherwise valid
Option assumption.


 


12.           No Guarantee of Continued Service.  PARTICIPANT
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 (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT)
AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THE OPTION OR ACQUIRING
SHARES HEREUNDER.  PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT
THIS AWARD 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 WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT
OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING
PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT
ANY TIME, WITH OR WITHOUT CAUSE.


 


13.          Address for Notices.  Any
notice to be given to the Company under the terms of this Option Agreement will
be addressed to the Company, in care of its General Counsel at Copart, Inc.,
4665 Business Center Drive, Fairfield, California, 94534, or at such other
address as the Company may hereafter designate in writing.


 


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14.           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
Participant only by Participant.


 


15.           Binding Agreement.  Subject
to the limitation on the transferability of this grant contained herein, this
Option Agreement will be binding upon and inure to the benefit of the heirs,
legatees, legal representatives, successors and assigns of the parties hereto.


 


16.           Additional Conditions to Issuance
of Stock.  If at any time the Company will determine, in its
discretion, that the listing, registration or qualification of the Shares upon
any securities exchange or under any state or federal law, or the consent or
approval of any governmental regulatory authority is necessary or desirable as
a condition to the issuance of Shares to Participant (or his or her estate),
such issuance will not occur unless and until such listing, registration,
qualification, consent or approval will have been effected or obtained free of
any conditions not acceptable to the Company.  The Company will make
all reasonable efforts to meet the requirements of any such state or federal
law or securities exchange and to obtain any such consent or approval of any
such governmental authority.  Assuming such compliance, for income
tax purposes the Exercised Shares will be considered transferred to Participant
on the date the Option is exercised with respect to such Exercised Shares.


 


17.           Administrator Authority.  The
Administrator will have the power to interpret this Option Agreement and to
adopt such rules for the administration, interpretation and application of
the Option Agreement as are consistent therewith and to interpret or revoke any
such rules (including, but not limited to, the determination of whether or
not any Shares subject to the Option have vested).  The Administrator
has full authority and discretion to administer this Option Agreement,
including but not limited to the authority to: (i) modify or amend the
Option (subject to Section 21 of this Option Agreement), including, but
not limited to, the discretionary authority to extend the post-termination
exercise period of the Option, (ii) authorize any person to execute on
behalf of the Company any instrument required to effect the grant or amendment
of the Option previously granted or amended by the Administrator, and (iii) provide
for the transferability of the Option.  All actions taken and all
interpretations and determinations made by the Administrator in good faith will
be final and binding upon Participant, the Company and all other interested
persons.  No member of the Administrator will be personally liable
for any action, determination or interpretation made in good faith with respect
to this Option Agreement.


 


18.           Electronic Delivery.  The
Company may, in its sole discretion, decide to deliver any documents related to
the Option by electronic means or request Participant’s consent by electronic
means.  Participant hereby consents to receive such documents by
electronic delivery through any on-line or electronic system established and
maintained by the Company or another third party designated by the Company.


 


19.           Captions.  Captions
provided herein are for convenience only and are not to serve as a basis for
interpretation or construction of this Option Agreement.


 


20.           Agreement Severable.  In
the event that any provision in this Option Agreement will be held invalid or
unenforceable, such provision will be severable from, and such invalidity or
unenforceability will not be construed to have any effect on, the remaining
provisions of this Option Agreement.


 


21.           Modifications to the Agreement.  This
Option Agreement constitutes the entire understanding of the parties on the
subjects covered.  Participant expressly warrants that he or she is
not accepting this Option Agreement in reliance on any promises,
representations, or inducements other than those contained
herein.  Modifications to this Option Agreement can be made only in
an express written contract executed by a duly authorized officer of the
Company.  Notwithstanding anything to the contrary in this Option
Agreement, the Company reserves the right to revise this Option Agreement as it
deems necessary or advisable, in its sole discretion and without the consent of
Participant, to comply with Code Section 409A or to otherwise avoid
imposition of any additional tax or income recognition under Section 409A
of the Code in connection to this Option.


 


22.           Governing Law.  This
Option Agreement will be governed by the laws of the State of California,
without giving effect to the conflict of law principles thereof.  For
purposes of litigating any dispute that arises under this Option or this Option
Agreement, the parties hereby submit to and consent to the jurisdiction of the
State of California, and agree that such litigation will be conducted in the
courts of Solano County, California, or the federal courts for the United
States for the Northern District of California, and no other courts, where this
Option is made and/or to be performed.


 


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EXHIBIT
B


 


COPART,
INC.


 


STAND-ALONE
STOCK OPTION AGREEMENT


 


EXERCISE
NOTICE


 


Copart, Inc.


4665 Business Center
Drive


Fairfield, CA 94534


 


Attention:  [              ]


 


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 Stand-Alone Stock Option Agreement dated
                
(the “Option Agreement”).  The purchase price for the Shares will be
$                          ,
as required by the Option Agreement.


 


2.             Delivery of Payment.  Purchaser
herewith delivers to the Company the full purchase price of the Shares and any
required tax withholding to be paid in connection with the exercise of the
Option.


 


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


 


4.             Rights as Stockholder.  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 stockholder will exist with
respect to the Shares subject to the Option, notwithstanding the exercise of
the Option.  The Shares so acquired will be issued to Participant 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 11 of the Option
Agreement.


 


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
Option Agreement is incorporated herein by reference.  This Exercise
Notice 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 Option Agreement is governed by the internal
substantive laws, but not the choice of law rules, of the State of California.


 


	
  Submitted by:

  	
   

  	
  Accepted by:

  
	
   

  	
   

  	
   

  
	
  PURCHASER

  	
   

  	
  COPART, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
  By

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print Name

  	
   

  	
  Title

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date Received

  



 


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