Exhibit 10.2


COPART, INC.


 


2007 EQUITY INCENTIVE PLAN


 


PERFORMANCE SHARE AWARD AGREEMENT


 


Unless otherwise
defined herein, the terms defined in the 2007 Equity Incentive Plan (the “Plan”)
will have the same defined meanings in this Performance Share Award Agreement
(the “Award Agreement”).


 


I.              NOTICE OF GRANT
OF PERFORMANCE SHARES


 


Participant Name:


 


Address:


 


You have been
granted the right to receive Performance Shares, subject to the terms and
conditions of the Plan and this Award Agreement, as follows:


 


	
  Date of Grant

  	
   

  	
                                                          

  
	
   

  	
   

  	
   

  
	
  Target
  Number of Performance Shares

  	
   

  	
  [                                                             ]

  
	
   

  	
   

  	
   

  
	
  Performance Period

  	
   

  	
  [                                                             ]

  
	
   

  	
   

  	
   

  
	
  Performance
  Matrix

  	
   

  	
  The
  number of Performance Shares in which you may vest in accordance with the
  Vesting Schedule below will depend upon achievement [Insert
  Description of Performance Goal(s)] and will be determined in
  accordance with the Performance Matrix, attached hereto as Exhibit B. [Insert Performance Target(s)].

  
					



 


Vesting
Schedule:


 


The Performance Shares will vest as follows:


 


[INSERT VESTING SCHEDULE.]


 


In the event Participant ceases to be a Service Provider for any or no
reason before Participant vests in the Performance Shares, the Performance
Shares and Participant’s right to acquire any Shares hereunder will immediately
terminate.


 


By
Participant’s signature and the signature of the representative of Copart, Inc.
(the “Company”) below, Participant and the Company agree that this Award of
Performance Shares is granted under and governed by the terms and conditions of
the Plan and this Award Agreement, including the Terms and Conditions of
Performance Share Grant, attached hereto as Exhibit A, all of which
are made a part of this document. 
Participant has reviewed the Plan and this Award  Agreement in their entirety,
has had an opportunity to obtain the advice of counsel 


 


 


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prior
to executing this Award Agreement and fully understands all provisions of the
Plan and Award Agreement.  Participant
hereby agrees to accept as binding, conclusive and final all decisions or
interpretations of the Administrator upon any questions relating to the Plan
and Award  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

  
	
   

  	
   

  
	
  Residence
  Address:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  



 


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EXHIBIT A


 


TERMS AND CONDITIONS OF PERFORMANCE SHARE GRANT


 


1.             Grant.  The Company hereby grants to the Participant
named in the Notice of Grant  attached as Part I of this Award  Agreement (the “Participant”) under the Plan
an Award of Performance Shares, subject to all of the terms and conditions in
this Award  Agreement and
the Plan, which is incorporated herein by reference.  Subject to Section 19(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 Award  Agreement, the terms and conditions of the
Plan will prevail.


 


2.             Company’s Obligation to Pay.  Each Performance Share represents the right
to receive a Share on the date it vests. 
Unless and until the Performance Shares will have vested in the manner
set forth in Section 3, Participant will have no right to payment of any
such Performance Shares.  Prior to actual
payment of any vested Performance Shares, such Performance Share will represent
an unsecured obligation of the Company, payable (if at all) only from the
general assets of the Company.  Any
Performance Shares that vest in accordance with Sections 3 or 4 will be paid to
Participant (or in the event of Participant’s death, to his or her estate) in
whole Shares, subject to Participant satisfying any applicable tax withholding
obligations as set forth in Section 7. 
Subject to the provisions of Section 4, such vested Performance
Shares shall be paid in Shares as soon as practicable after vesting, but in
each such case within the period ending no later than the date that is two and
one half (21⁄2) months from the end of the Company’s tax year that includes the
vesting date.


 


3.             Vesting Schedule.  Except as provided in Section 4, and subject
to Section 5, the Performance Shares awarded by this Award Agreement will
vest in accordance with the vesting provisions set forth in the Notice of
Grant.  Performance 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 Award  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 Performance Shares at any time, subject to the terms of the
Plan.  If so accelerated, such
Performance Shares will be considered as having vested as of the date specified
by the Administrator.


 


Notwithstanding
anything in the Plan or this Award Agreement to the contrary, if the vesting of
the balance, or some lesser portion of the balance, of the Performance Shares
is accelerated in connection with Participant’s termination as a Service
Provider (provided that such termination is a “separation from service” within
the meaning of Section 409A, as determined by the Company), other than due to death, and if (x) Participant
is a “specified employee” within the meaning of Section 409A at the time
of such termination as a Service Provider and (y) the payment of such
accelerated Performance Shares will result in the imposition of additional tax
under Section 409A if paid to Participant on or within the six (6) month
period following Participant’s termination as a Service Provider, then the
payment of such accelerated Performance Shares will not be made until the date
six (6) months and one (1) day following the date of Participant’s
termination as a Service Provider, unless the Participant dies 


 


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following
his or her termination as a Service Provider, in which case, the Performance
Shares will be paid in Shares to the Participant’s estate as soon as
practicable following his or her death. 
It is the intent of this Award Agreement to comply with the requirements
of Section 409A so that none of the Performance Shares provided under this
Award Agreement or Shares issuable thereunder will be subject to the additional
tax imposed under Section 409A, and any ambiguities herein will be
interpreted to so comply.  For purposes
of this Award Agreement, “Section 409A” means Section 409A of the
Code, and any proposed, temporary or final Treasury Regulations and Internal
Revenue Service guidance thereunder, as each may be amended from time to time.


 


5.             Forfeiture upon Termination of
Status as a Service Provider.  Notwithstanding
any contrary provision of this Award Agreement, the balance of the Performance
Shares that have not vested as of the time of Participant’s termination as a
Service Provider for any or no reason and Participant’s right to acquire any
Shares hereunder will immediately terminate.


 


6.             Death of Participant.  Any distribution or delivery to be made to Participant
under this Award Agreement will, if Participant is then deceased, be made to
Participant’s designated beneficiary, or if no beneficiary survives Participant, the
administrator or executor of Participant’s estate.  Any such transferee must furnish the Company
with (a) written notice of his or her status as transferee, and (b) evidence
satisfactory to the Company to establish the validity of the transfer and
compliance with any laws or regulations pertaining to said transfer.


 


7.             Withholding of Taxes.  Notwithstanding any contrary provision of
this Award  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.  The Administrator, in its sole
discretion and pursuant to such procedures as it may specify from time to time,
may permit Participant to satisfy such tax withholding obligation, in whole or
in part (without limitation) by (a) paying cash, (b) electing to have
the Company withhold otherwise deliverable Shares having a Fair Market Value
equal to the minimum amount required to be withheld, (c) delivering to the
Company already vested and owned Shares having a Fair Market Value equal to the
amount required to be withheld, or (d) selling a sufficient number of such
Shares otherwise deliverable to Participant through such means as the Company
may determine in its sole discretion (whether through a broker or otherwise)
equal to the amount required to be withheld.  To the extent
determined appropriate by the Company in its discretion, it shall 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 any applicable Performance Shares otherwise are scheduled
to vest pursuant to Sections 3 or 4, Participant will permanently forfeit such
Performance Shares and any right to receive Shares thereunder and the
Performance Shares will be returned to the Company at no cost to the Company.


 


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, 


 


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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.             No Guarantee of Continued
Service.  PARTICIPANT ACKNOWLEDGES
AND AGREES THAT THE VESTING OF THE PERFORMANCE 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 THIS AWARD OF PERFORMANCE
SHARES 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.


 


10.           Address for Notices.  Any notice to be given to the Company under
the terms of this Award 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.


 


11.           Grant is Not Transferable.  Except to the limited extent provided in Section 6,
this grant and the rights and privileges conferred hereby will not be
transferred, assigned, pledged or hypothecated in any way (whether by operation
of law or otherwise) and will not be subject to sale under execution,
attachment or similar process.  Upon any
attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this
grant, or any right or privilege conferred hereby, or upon any attempted sale
under any execution, attachment or similar process, this grant and the rights
and privileges conferred hereby immediately will become null and void.


 


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


 


13.           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.  Where the Company determines
that the delivery of the payment of any Shares will violate federal securities
laws or other applicable laws, the Company will defer delivery until the
earliest date at which the Company reasonably anticipates 


 


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that
the delivery of Shares will no longer cause such violation.  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.


 


14.           Plan Governs.  This Award Agreement is subject to all terms
and provisions of the Plan.  In the event
of a conflict between one or more provisions of this Award Agreement and one or
more provisions of the Plan, the provisions of the Plan will govern.  Capitalized terms used and not defined in
this Award Agreement will have the meaning set forth in the Plan.


 


15.           Administrator
Authority.  The Administrator will
have the power to interpret the Plan and this Award Agreement and to adopt such
rules for the administration, interpretation and application of the Plan
as are consistent therewith and to interpret or revoke any such rules (including,
but not limited to, the determination of whether or not any Performance Shares
have vested).  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 the Plan or this Award  Agreement.


 


16.           Electronic Delivery.  The Company may, in its sole discretion,
decide to deliver any documents related to Performance Shares awarded under the
Plan or future Performance Shares that may be awarded under the Plan by
electronic means or request Participant’s consent to participate in the Plan by
electronic means.  Participant hereby
consents to receive such documents by electronic delivery and agrees to participate
in the Plan through any on-line or electronic system established and maintained
by the Company or another third party designated by the Company.


 


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


 


18.           Agreement Severable.  In the event that any provision in this Award  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 Award Agreement.


 


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


 


20.           Amendment, Suspension or
Termination of the Plan.  By
accepting this Award, Participant expressly warrants that he or she has
received an Award of Performance Shares under 


 


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the
Plan, and has received, read and understood a description of the Plan.  Participant understands that the Plan is
discretionary in nature and may be amended, suspended or terminated by the
Company at any time.


 


21.           Governing Law.  This Award Agreement shall 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 Award of Performance Shares or
this Award Agreement, the parties hereby submit to and consent to the
jurisdiction of the State of California, and agree
that such litigation shall 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
Award of Performance Shares is made and/or to be performed.


 


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EXHIBIT B


 


PERFORMANCE MATRIX


 


[INSERT PERFORMANCE MATRIX]


 


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