Exhibit
10.4


 


COPART,
INC.


 


2007
EQUITY INCENTIVE PLAN


 


RESTRICTED
STOCK AWARD AGREEMENT


 


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


 


I.              NOTICE
OF RESTRICTED STOCK GRANT


 


Participant Name:


 


Address:


 


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


 


	
  Grant
  Number

  	
   

  
	
   

  	
   

  
	
  Date
  of Grant

  	
   

  
	
   

  	
   

  
	
  Vesting
  Commencement Date

  	
   

  
	
   

  	
   

  
	
  Exercise
  Price Per Share

  	
  $

  
	
   

  	
   

  
	
  Total
  Number of Shares Granted

  	
   

  
	
   

  	
   

  
	
  Total
  Exercise Price

  	
  $

  
	
   

  	
   

  
	
  Term/Expiration
  Date:

  	
   

  



 


Vesting
Schedule:


 


Subject to any acceleration provisions contained in the Plan or set
forth below, the Restricted Stock will vest and the Company’s right to
repurchase or reacquire the Restricted Stock will lapse in accordance with the
following schedule:


 


[INSERT VESTING SCHEDULE]


 


[PARTICIPANT MUST PURCHASE
THE SHARES BEFORE THE EXPIRATION DATE OR THE RESTRICTED STOCK AWARD WILL
TERMINATE AND PARTICIPANT WILL HAVE NO FURTHER RIGHT TO PURCHASE THE SHARES.]


 


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 Restricted Stock is
granted under and governed by the terms and conditions of the Plan and this
Award Agreement, including the Terms and Conditions of Restricted Stock Grant,
attached hereto as Exhibit A, all 


 


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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 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

  
	
   

  	
   

  
	
  Resident Address:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


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EXHIBIT A


 


TERMS AND
CONDITIONS OF RESTRICTED STOCK GRANT


 


1.             Grant
of Restricted Stock.  The Company hereby
grants to the individual named in the Notice of Grant attached as Part I
of this Award Agreement (the “Participant”) under the Plan for past services
and as a separate incentive in connection with his or her services and not in
lieu of any salary or other compensation for his or her services, an Award of
Shares of Restricted Stock, 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.             Escrow of
Shares.


 


(a)           All Shares of Restricted Stock will, upon
execution of this Award Agreement, be delivered and deposited with an escrow
holder designated by the Company (the “Escrow
Holder”).  The Shares of Restricted Stock
will be held by the Escrow Holder until such time as the Shares of
Restricted Stock vest or the date Participant ceases to be a Service Provider.


 


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


 


(c)           Upon Participant’s termination as a
Service Provider for any reason, the Escrow Holder, upon receipt of written
notice of such termination, will take all steps necessary to accomplish the
transfer of the unvested Shares of Restricted Stock to the Company.  Participant hereby appoints the Escrow Holder
with full power of substitution, as Participant’s true and lawful attorney-in-fact
with irrevocable power and authority in the name and on behalf of Participant
to take any action and execute all documents and instruments, including,
without limitation, stock powers which may be necessary to transfer the
certificate or certificates evidencing such unvested Shares of Restricted Stock
to the Company upon such termination.


 


(d)           The Escrow Holder will take all steps
necessary to accomplish the transfer of Shares of Restricted Stock to
Participant after they vest following Participant’s request that the Escrow
Holder do so.


 


(e)           Subject to the terms hereof, Participant
will have all the rights of a stockholder with respect to the Shares while they
are held in escrow, including without limitation, the right to vote the Shares
and to receive any cash dividends declared thereon.


 


(f)            In the
event of 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, the Shares of Restricted Stock will be
increased, reduced or otherwise changed, and by virtue of any such change
Participant will in his or her capacity as 


 


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owner of unvested Shares of Restricted Stock be entitled to new or
additional or different shares of stock, cash or securities (other than rights
or warrants to purchase securities); such new or additional or different
shares, cash or securities will thereupon be considered to be unvested Shares
of Restricted Stock and will be subject to all of the conditions and restrictions
which were applicable to the unvested Shares of Restricted Stock pursuant to
this Award Agreement.  If
Participant receives rights or warrants with respect to any unvested Shares of
Restricted Stock, such rights or warrants may be held or exercised by
Participant, provided that until such exercise any such rights or warrants and
after such exercise any shares or other securities acquired by the exercise of
such rights or warrants will be considered to be unvested Shares of Restricted
Stock and will be subject to all of the conditions and restrictions which were
applicable to the unvested Shares of Restricted Stock pursuant to this Award
Agreement.  The Administrator in its absolute discretion
at any time may accelerate the vesting of all or any portion of such new or
additional shares of stock, cash or securities, rights or warrants to purchase
securities or shares or other securities acquired by the exercise of such
rights or warrants.


 


(g)           The Company may instruct the transfer
agent for its Common Stock to place a legend on the certificates representing
the Restricted Stock or otherwise note its records as to the restrictions on
transfer set forth in this Award Agreement.


 


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


 


5.             Forfeiture
upon Termination of Status as a Service Provider.  Notwithstanding
any contrary provision of this Award Agreement, the balance of the Shares of
Restricted Stock that have not vested at the time of Participant’s termination as
a Service Provider for any reason will be forfeited and automatically
transferred to and reacquired by the Company at no cost to the Company upon the
date of such termination and Participant will have no further rights thereunder.  Participant will not be entitled to a refund
of the price paid for the Shares of Restricted Stock, if any, returned to the
Company pursuant to this Section 5. 
Participant hereby appoints the Escrow Agent with full power of
substitution, as Participant’s true and lawful attorney-in-fact with
irrevocable power and authority in the name and on behalf of Participant to
take any action and execute all documents and instruments, including, without
limitation, stock powers which may be necessary to transfer the certificate or
certificates evidencing such unvested Shares to the Company upon such termination
of service.


 


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 


 


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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 of
Restricted Stock may be released from the escrow established pursuant to Section 5,
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 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 any applicable
Shares otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant
will permanently forfeit such Shares and the 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,
and delivered to Participant or the Escrow Agent.  Except as provided in Section 2(f),
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 SHARES OF RESTRICTED STOCK 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
RESTRICTED STOCK 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 


 


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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,
the unvested Shares subject to 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 any unvested Shares of Restricted Stock subject
to 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
Release from Escrow.  The Company will not be required to issue any
certificate or certificates for Shares hereunder or release such Shares from
the escrow established pursuant to Section 2 prior to fulfillment of all
the following conditions: (a) the admission of such Shares to listing on
all stock exchanges on which such class of stock is then listed; (b) the
completion of any registration or other qualification of such Shares under any
state or federal law or under the rulings or regulations of the Securities and
Exchange Commission or any other governmental regulatory body, which the
Administrator will, in its absolute discretion, deem necessary or advisable; (c) the
obtaining of any approval or other clearance from any state or federal
governmental agency, which the Administrator will, in its absolute discretion,
determine to be necessary or advisable; and (d) the lapse of such
reasonable period of time following the date of grant of the Restricted Stock
as the Administrator may establish from time to time for reasons of
administrative convenience.


 


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 Shares of
Restricted Stock 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, 


 


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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
the Shares of Restricted Stock awarded under the Plan or future Restricted
Stock 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 of the Internal Revenue Code of
1986, as amended (the “Code”) or to otherwise avoid imposition of any
additional tax or income recognition under Section 409A of the Code in
connection to this Award of Restricted Stock.


 


20.           Amendment, Suspension or
Termination of the Plan.  By
accepting this Award, Participant expressly warrants that he or she has
received an Award of Restricted Stock under 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 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 Award of Restricted Stock or this Award 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 Award of Restricted Stock is made
and/or to be performed.


 


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