Exhibit 10.3


 


COPART, INC.


 


2007 EQUITY INCENTIVE PLAN


 


RESTRICTED STOCK UNIT 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 Unit Award Agreement (the “Award Agreement”).


 


I.              NOTICE OF RESTRICTED STOCK
UNIT GRANT


 


Participant Name:


 


Address:


 


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


 


Grant
Number


 


Date of Grant


 


Vesting
Commencement Date


 


Number
of Restricted Stock Units


 


Vesting
Schedule:


 


Subject to any acceleration provisions contained in the Plan or set
forth below, the Restricted Stock Unit will vest in accordance with the
following schedule:


 


[INSERT VESTING SCHEDULE.]


 


In the event Participant ceases to be a Service Provider for any or no
reason before Participant vests in the Restricted Stock Unit, the Restricted
Stock Unit 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
Restricted Stock Units 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 Unit 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 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.


 


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  PARTICIPANT:

  	
  COPART, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature

  	
  By

  
	
   

  	
   

  	
   

  
	
  Print Name

  	
  Title

  
	
   

  	
   

  
	
  Residence
  Address:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


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EXHIBIT A


 


TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT 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 Restricted Stock Units, 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 Restricted Stock Unit represents the
right to receive a Share on the date it vests. 
Unless and until the Restricted Stock Units will have vested in the
manner set forth in Section 3, Participant will have no right to payment
of any such Restricted Stock Units. 
Prior to actual payment of any vested Restricted Stock Units, such
Restricted Stock Unit will represent an unsecured obligation of the Company,
payable (if at all) only from the general assets of the Company.  Any Restricted Stock Units 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 Restricted Stock Units will 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 Restricted Stock Units 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.  Restricted Stock Units  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 Units at any time, subject to the terms of the
Plan.  If so accelerated, such Restricted
Stock Units 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 Restricted Stock Units
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 Restricted Stock Units 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 Restricted Stock Units will not be made until the
date six (6) months and one (1) day 


 


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following
the date of Participant’s termination as a Service Provider, unless the
Participant dies following his or her termination as a Service Provider, in
which case, the Restricted Stock Units 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
Restricted Stock Units 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 Restricted Stock Units 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 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 Restricted Stock Units otherwise are
scheduled to vest pursuant to Sections 3 or 4, Participant will permanently
forfeit such Restricted Stock Units and any right to receive Shares thereunder
and the Restricted Stock Units 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 


 


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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.             No Guarantee of Continued
Service.  PARTICIPANT ACKNOWLEDGES
AND AGREES THAT THE VESTING OF THE RESTRICTED STOCK UNITS 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 RESTRICTED STOCK UNITS 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 


 


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Company
will defer delivery until the earliest date at which the Company reasonably
anticipates 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 Restricted Stock
Units 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 Restricted Stock Units awarded under
the Plan or future Restricted Stock Units 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 Restricted Stock Units.


 


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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 Units 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 Units
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 Units is made and/or to be performed.


 


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