COPART, INC.


 


2014 EMPLOYEE STOCK PURCHASE PLAN


 


The following constitute the provisions of the 2014 Employee Stock
Purchase Plan of Copart, Inc.


1.     
Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity
to purchase Common Stock of the Company through accumulated Contributions. It is the intention of the Company to have the Plan
qualify as an “Employee Stock Purchase Plan” under Section 423 of the Code. The provisions of the Plan, accordingly,
shall be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the
Code.


2.     
Definitions.


 


(a)               
“Administrator” shall mean the Board or any committee designated by the Board to administer the Plan
pursuant to Section 13.


(b)              
“Board” shall mean the Board of Directors of the Company.


(c)               
“Code” shall mean the Internal Revenue Code of 1986, as amended.


(d)              
“Common Stock” shall mean the Common Stock of the Company.


(e)               
“Company” shall mean Copart, Inc. or any successor of the Company.


(f)                
“Compensation” shall mean all base straight time gross earnings and sales commissions, exclusive of payments
for overtime, shift premium, incentive compensation, incentive payments, bonuses and other compensation.


(g)               
“Contributions” shall mean the payroll deductions and other additional payments that the Company may
permit to be made by a participant to fund the exercise of options granted pursuant to the Plan.


(h)               
“Designated Subsidiaries” shall mean the Subsidiaries which have been designated by the Administrator
from time to time in its sole discretion as eligible to participate in the Plan.


(i)                 
“Employee” shall mean any individual who is an employee of the Company or any Designated Subsidiary for
tax purposes whose customary employment with the Employer is at least twenty (20) hours per week and more than five (5) months
in any calendar year, and who has completed 90 days of continuous employment with the Employer prior to a given Enrollment Date.
For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on sick leave
or other leave of absence approved by the Employer or is legally


 


 


 






 


protected under applicable law. Where the period of leave exceeds three (3) months and the individual’s right to reemployment
is not guaranteed either by statute or by contract, the employment relationship will be deemed to have terminated three (3) months
and one (1) day following the commencement of such leave. The Administrator, in its discretion, from
time to time may, prior to an Enrollment Date for all options to be granted on such Enrollment Date in an Offering, determine (on
a uniform and nondiscriminatory basis or as otherwise permitted by U.S. Treasury Regulation Section 1.423‐2) that the
definition of Employee will or will not include an individual if he or she: (i) has not completed at least two (2) years of service
since his or her last hire date (or such lesser period of time as may be determined by the Administrator in its discretion), (ii) customarily
works not more than twenty (20) hours per week (or such lesser period of time as may be determined by the Administrator in its
discretion), (iii) customarily works not more than five (5) months per calendar year (or such lesser period of time as may
be determined by the Administrator in its discretion), (iv) is a highly compensated employee within the meaning of Section
414(q) of the Code, or (v) is a highly compensated employee within the meaning of Section 414(q) of the Code with compensation
above a certain level or is an officer or subject to the disclosure requirements of Section 16(a) of the Securities Exchange
Act of 1934, as amended, provided the exclusion is applied with respect to each Offering in an identical
manner to all highly compensated individuals of the Employer whose Employees are participating in that Offering. Each exclusion
will be applied with respect to an Offering in a manner complying with U.S. Treasury Regulation Section 1.423‐2(e)(2)(ii).


(j)                 
“Employer” shall mean the employer of the applicable Employee(s).


(k)               
“Enrollment Date” shall mean the first day of each Offering Period.


(l)                 
“Exercise Date” shall mean the last day of each Offering Period.


(m)              
“Fair Market Value” shall mean, as of any date, the value of Common Stock determined as follows:


 


(1)     
If the Common Stock is listed on any established stock
exchange or a national market system, including without limitation the New York Stock Exchange, the NASDAQ Global Select Market,
the NASDAQ Global Market or the NASDAQ Capital Market of The NASDAQ Stock Market, its Fair Market Value shall be the closing sale
price for the Common Stock (or the mean of the closing bid and asked prices, if no sales were reported), as quoted on such exchange
(or the exchange with the greatest volume of trading in Common Stock) or system on the date of such determination, as reported
in The Wall Street Journal or such other source as the Administrator deems reliable, or


 


(2)     
If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, its Fair Market Value shall be the mean of the closing bid and asked prices
for the Common Stock on the date of such determination, as reported in The Wall Street Journal or such other source as the Administrator
deems reliable, or


 


(3)     
In the absence of an established market for the Common
Stock, the Fair Market Value thereof shall be determined in good faith by the Administrator.


 


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(n)              
“Offering” shall mean an offer under the Plan of an option that may be exercised during an Offering Period
as further described in Section 4. For purposes of this Plan, the Administrator may designate separate Offerings under the Plan
(the terms of which need not be identical) in which Employees of one or more Employers will participate, even if the dates of the
applicable Offering Periods of each such Offering are identical and the provisions of the Plan will separately apply to each Offering.
To the extent permitted by U.S. Treasury Regulation Section 1.423-2(a)(1), the terms of each Offering need not be identical provided
that the terms of the Plan and an Offering together satisfy U.S. Treasury Regulation Section 1.423-2(a)(2) and (a)(3).


(o)              
“Offering Period” shall mean a period of approximately six (6) months, commencing on the first Trading
Day on or after July 1 and terminating on the last Trading Day in the period ending the following December 31, or commencing on
the first Trading Day on or after January 1 and terminating on the last Trading Day in the period ending the following June 30,
during which an option granted pursuant to the Plan may be exercised. The duration of Offering Periods may be changed pursuant to
Section 4 or Section 19 of this Plan.


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


(q)              
“Plan” shall mean this 2014 Employee Stock Purchase Plan.


(r)              
“Purchase Price” shall mean an amount equal to 85% of the Fair Market Value of a share of Common Stock
on the Enrollment Date or on the Exercise Date, whichever is lower; provided, however, that the Purchase Price may be determined
for subsequent Offering Periods by the Administrator subject to compliance with Section 423 of the Code (or any successor rule
or provision or any other applicable law, regulation or stock exchange rule) or pursuant to Section 19.


(s)              
“Reserves” shall mean the number of shares of Common Stock covered by each option under the Plan which
have not yet been exercised and the number of shares of Common Stock which have been authorized for issuance under the Plan but
not yet placed under option.


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


(u)              
“Trading Day” shall mean a day on which the national stock exchange upon which the Common Stock is listed
is open for trading.


3.     
Eligibility.


(a)               
Any Employee (as defined in Section 2(i)), who shall be employed by the Company or any Designated Subsidiaries on a given
Enrollment Date shall be eligible to participate in the Plan, subject to the requirements of this Section 3 and Section 5.


(b)              
Employees who are citizens or residents of a non-U.S. jurisdiction (without regard to whether they also are citizens or
residents of the United States or resident aliens (within the meaning of Section 7701(b)(1)(A) of the Code)) may be excluded from
participation in the Plan or


 


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an Offering if the participation of such Employees is prohibited under the laws of the applicable jurisdiction or if complying
with the laws of the applicable jurisdiction would cause the Plan or an Offering to violate Section 423 of the Code.


(c)              
Any provisions of the Plan to the contrary notwithstanding, no Employee shall be granted an option under the Plan (i) to
the extent, immediately after the grant, such Employee (or any other person whose stock would be attributed to such Employee pursuant
to Section 424(d) of the Code) would own capital stock of the Company or any Parent or Subsidiary of the Company and/or hold outstanding
options to purchase such stock possessing five percent (5%) or more of the total combined voting power or value of all classes
of the capital stock of the Company or of any Parent or Subsidiary of the Company, or (ii) to the extent his or her rights to purchase
stock under all employee stock purchase plans of the Company or any Parent or Subsidiary accrues at a rate which exceeds Twenty-Five
Thousand Dollars ($25,000) worth of stock (determined at the Fair Market Value of the shares at the time such option is granted)
for each calendar year in which such option is outstanding at any time, as determined in accordance with Section 423 of the Code
and the regulations thereunder.


4.     
Offering Periods. The Plan shall be implemented by consecutive Offering Periods with a new Offering Period commencing
on the first Trading Day on or after July 1 and January 1 each year, or on such other date as the Administrator shall determine,
and continuing thereafter until terminated in accordance with Section 19 hereof. The Administrator shall have the power to change
the duration of Offering Periods (including the commencement dates thereof) with respect to future Offerings without shareholder
approval if such change is announced prior to the scheduled beginning of the first Offering Period to be affected thereafter; provided,
however, that no Offering Period may last more than twenty-seven (27) months.


5.     
Participation.


(a)               
An eligible Employee may become a participant in the Plan by completing a subscription agreement authorizing payroll deductions
in the form of Exhibit A to this Plan and filing it with the Company’s Personnel Administrator at its principal executive
offices prior to the applicable Enrollment Date or by following an electronic or other enrollment procedure determined by the Administrator.


(b)              
Contributions via payroll deductions for a participant shall commence on the first payroll following the Enrollment Date
and shall end on the last payroll in the Offering Period to which such authorization is applicable, unless sooner terminated by
the participant as provided in Section 10 hereof.


6.     
Payroll Deductions.


(a)               
At the time a participant enrolls in the Plan, he or she shall elect to have Contributions (in the form of payroll deductions
or otherwise, to the extent permitted by the Administrator) made on each pay day during the Offering Period in an amount not exceeding
ten percent (10%) of the Compensation which he or she receives on each pay day during the Offering Period. The Administrator, in
its sole discretion, may permit all participants in a specified Offering


 


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to contribute amounts to the Plan through payment by cash, check or other means set forth in the subscription agreement
prior to each Exercise Date.


(b)               
All Contributions made for a participant shall be credited to his or her account under the Plan and Contributions will be
made in whole percentages only. A participant may not make any additional payments into such account.


(c)              
A participant may discontinue his or her participation in the Plan as provided in Section 10 hereof, or may increase or
decrease the rate of his or her Contributions during the Offering Period by completing or filing with the Company a new subscription
agreement authorizing a change in payroll deduction rate. The Administrator may, in its discretion, limit the number of participation
rate changes during any Offering Period. The change in rate shall be effective with the first full payroll period following five
(5) business days after the Company’s receipt of the new subscription agreement unless the Company elects to process a given
change in participation more quickly. A participant’s subscription agreement shall remain in effect for successive Offering
Periods unless terminated as provided in Section 10 hereof.


(d)               
Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(c) hereof,
a participant’s Contributions may be decreased to 0% at such time during any Offering Period. Subject to Section 423(b)(8)
of the Code and Section 3(c) hereof, Contributions shall recommence at the rate provided in such participant’s subscription
agreement at the beginning of the first Offering Period which is scheduled to end in the following calendar year, unless terminated
by the participant as provided in Section 10 hereof.


(e)                
Notwithstanding any provisions to the contrary in the Plan, the Administrator may allow Employees to participate in the
Plan via cash contributions instead of payroll deductions if payroll deductions are not permitted under applicable local law and
the Administrator determines that cash contributions are permissible under Section 423 of the Code.


(f)               
At the time the option is exercised, in whole or in part, or at the time some or all of the Company’s Common Stock
issued under the Plan is disposed of, the participant must make adequate provision for the Employer’s federal, state, or
other tax withholding obligations, if any, which arise upon the exercise of the option or the disposition of the Common Stock.
At any time, the Employer may, but will not be obligated to, withhold from the participant’s compensation the amount necessary
for the Employer to meet applicable withholding obligations, including any withholding required to make available to the Employer
any tax deductions or benefits attributable to sale or early disposition of Common Stock by the Employee. In addition, the Employer
may, but will not be obligated to, withhold from the proceeds of the sale of Common Stock or any other method of withholding the
Employer deems appropriate to the extent permitted by U.S. Treasury Regulation Section 1.423-2(f).


7.     
Grant of Option. On the Enrollment Date of each Offering Period, each eligible Employee participating in such Offering
Period shall be granted an option to purchase on the Exercise Date of such Offering Period (at the applicable Purchase Price) up
to a number of shares of the Company’s Common Stock determined by dividing such Employee’s Contributions


 


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accumulated prior to such Exercise Date and retained in the participant’s
account as of the Exercise Date by the applicable Purchase Price; provided that in no event shall an Employee be permitted to purchase
during each Offering Period more than a number of Shares determined by dividing $12,500 by the Fair Market Value of a share of the Company’s Common
Stock on the Enrollment Date, and provided further that such purchase shall be subject to the limitations set forth in Sections
3(c) and 12 hereof. Exercise of the option shall occur as provided in Section 8 hereof, unless the participant has withdrawn pursuant
to Section 10 hereof, and shall expire on the last day of the Offering Period.


8.     
Exercise of Option. Unless a participant withdraws from the Plan as provided in Section 10 hereof, his or her option
for the purchase of shares will be exercised automatically on the Exercise Date, and the maximum number of full shares subject
to the option shall be purchased for such participant at the applicable Purchase Price with the accumulated Contributions in his
or her account. No fractional shares will be purchased; any Contributions accumulated in a participant’s account which are
not sufficient to purchase a full share shall be retained in the participant’s account for the subsequent Offering Period,
subject to earlier withdrawal by the participant as provided in Section 10 hereof. Any other monies left over in a participant’s
account after the Exercise Date shall be returned to the participant. During a participant’s lifetime, a participant’s
option to purchase shares hereunder is exercisable only by him or her.


9.     
Delivery. As promptly as practicable after each Exercise Date on which a purchase of shares occurs, the Company shall
arrange the delivery to each participant, as appropriate, of a certificate representing the shares purchased upon exercise of his
or her option.


10. 
Withdrawal; Termination of Employment.


(a)               
A participant may withdraw all but not less than all the Contributions credited to his or her account and not yet used to
exercise his or her option under the Plan at any time by giving written notice to the Company in the form of Exhibit B to this
Plan or by following an electronic or other enrollment procedure determined by the Administrator. All of the participant’s
Contributions credited to his or her account will be paid to such participant promptly after receipt of notice of withdrawal and
such participant’s option for the Offering Period will be automatically terminated, and no further Contributions for the
purchase of shares will be made during the Offering Period. If a participant withdraws from an Offering Period, payroll deductions
will not resume at the beginning of the succeeding Offering Period unless the participant re-enrolls in the Plan in accordance
with the provisions of Section 5.


(b)              
Upon a participant’s ceasing to be an Employee (as defined in Section 2(i) hereof), for any reason, he or she will
be deemed to have elected to withdraw from the Plan and the Contributions credited to such participant’s account during the
Offering Period but not yet used to exercise the option will be returned to such participant or, in the case of his or her death,
to the person or persons entitled thereto under Section 14 hereof, and such participant’s option will be automatically terminated.


(c)               
A participant’s withdrawal from an Offering Period will not have any effect upon his or her eligibility to participate
in any similar plan which may hereafter be adopted by the


 


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Company or in succeeding Offering Periods which commence after the termination of the Offering Period from which the participant
withdraws.


11. 
Interest. No interest shall accrue on the Contributions of a participant in the Plan, except as may be required by
applicable law, as determined by the Company, and if so required by the laws of a particular jurisdiction, shall apply to all participants
in the relevant Offering, except to the extent otherwise permitted by U.S. Treasury Regulation Section 1-423-2(f).


12. 
Stock.


(a)               
The maximum number of shares of the Company’s Common Stock which shall be made available for sale under the Plan shall
equal that number of shares of the Company’s Common Stock authorized and available for issuance under the Company’s
1994 Employee Stock Purchase Plan as of July 1, 2014 (notwithstanding the fact that the 1994 Employee Stock Purchase Plan may have
expired), after taking into account any purchase of shares under the Company’s 1994 Employee Stock Purchase Plan in the offering
period ended June 30, 2014, up to a maximum of 1,198,958 shares, subject to adjustment upon changes in capitalization of the Company
as provided in Section 18 hereof. If on a given Exercise Date the number of shares with respect to which options are to be exercised
exceeds the number of shares then available under the Plan, the Company shall make a pro rata allocation of the shares remaining
available for purchase in as uniform a manner as shall be practicable and as it shall determine to be equitable.


(b)              
The participant will have no interest or voting right in shares covered by his option until such option has been exercised.


(c)               
Shares to be delivered to a participant under the Plan will be registered in the name of the participant or in the name
of the participant and his or her spouse.


13. 
Administration. The Plan shall be administered by the Board or a committee of members of the Board appointed by the
Board. The Administrator shall have full and exclusive discretionary authority to construe, interpret and apply the terms of the
Plan, to designate separate Offerings under the Plan, to determine eligibility and to adjudicate all disputed claims filed under
the Plan. The Administrator also is authorized to determine that, to the extent permitted by U.S. Treasury Regulation Section 1.423-2(f),
the terms of an option granted under the Plan or an Offering to citizens or residents of a non-U.S. jurisdiction will be less favorable
than the terms of options granted under the Plan or the same Offering to employees resident solely in the U.S. Every finding, decision
and determination made by the Administrator shall, to the full extent permitted by law, be final and binding upon all parties.


14. 
Designation of Beneficiary.


(a)               
A participant may file a written designation of a beneficiary who is to receive any shares and cash, if any, from the participant’s
account under the Plan in the event of such participant’s death subsequent to an Exercise Date on which the option is exercised
but prior to delivery to such participant of such shares and cash. In addition,
a participant may file a written designation of a beneficiary who is to receive any cash from the participant’s account under
the Plan


 


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in the event of such participant’s death prior to exercise
of the option. If a participant is married and the designated beneficiary is not the spouse, spousal consent shall be required
for such designation to be effective.


(b)              
Such designation of beneficiary may be changed by the participant at any time by written notice. In the event of the death
of a participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such participant’s
death, the Company shall


deliver such shares and/or cash to the executor or administrator
of the estate of the participant, or if no such executor or administrator has been appointed (to the knowledge of the Company),
the Company, in its discretion, may deliver such shares and/or cash to the spouse or to any one or more


dependents or relatives of the participant, or if no spouse, dependent
or relative is known to the Company, then to such other person as the Company may designate.


(c)               
All beneficiary designations will be in such form and manner as the Administrator may designate from time to time. Notwithstanding
Sections 14(a) and (b) above, the Company and/or the Administrator may decide not to permit such designations by participants in
non-U.S. jurisdictions to the extent permitted by U.S. Treasury Regulation Section 1.423‐2(f).


15. 
Transferability. Neither Contributions credited to a participant’s account nor any rights with regard to the
exercise of an option or to receive shares under the Plan may be assigned, transferred, pledged or otherwise disposed of in any
way (other than by will, the laws of descent and distribution or as provided in Section 14 hereof) by the participant and may be
exercised, during the lifetime of the participant, only by the participant. Any such attempt at assignment, transfer, pledge or
other disposition shall be without effect, except that the Company may treat such act as an election to withdraw funds from an
Offering Period in accordance with Section 10 hereof.


16. 
Use of Funds. All Contributions received or held by the Company under the Plan may be used by the Company for any
corporate purpose, and the Company shall not be obligated to segregate such Contributions except under Offerings.


17. 
Reports. Individual accounts will be maintained for each participant in the Plan. Statements of account will be given
to participating Employees at least annually, which statements will set forth the amounts of Contributions, the Purchase Price,
the number of shares purchased and the remaining cash balance, if any.


18. 
Adjustments Upon Changes in Capitalization.


(a)               
Changes in Capitalization. Subject to any required action by the shareholders of the Company, the Reserves as well
as the price per share of Common Stock covered by each option under the Plan which has not yet been exercised shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock
split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of
shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible
securities of the Company shall not be deemed to have been “effected without receipt of consideration”. Such adjustment
shall be made by the Administrator, whose determination in that respect shall be final,


 


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binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class,
or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to an option.


(b)               
Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Offering
Period will terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the Administrator.


(c)              
Merger or Asset Sale. In the event of a proposed sale of all or substantially all of the assets of the Company, or
the merger of the Company with or into another corporation, each option under the Plan shall be assumed or an equivalent option
shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation, unless the Administrator
determines, in the exercise of its sole discretion and in lieu of such assumption or substitution, to shorten the Offering Period
then in progress by setting a new Exercise Date (the “New Exercise Date”) or to cancel each outstanding right to purchase
and refund all sums collected from participants during the Offering Period then in progress. If the Administrator shortens the
Offering Period then in progress in lieu of assumption or substitution in the event of a merger or sale of assets, the Administrator
shall notify each participant in writing, at least ten (10) business days prior to the New Exercise Date, that the Exercise Date
for his option has been changed to the New Exercise Date and that his option will be exercised automatically on the New Exercise
Date, unless prior to such date he has withdrawn from the Offering Period as provided in Section 10 hereof. For purposes of this
paragraph, an option granted under the Plan shall be deemed to be assumed if, following the sale of assets or merger, the option
confers the right to purchase, for each share of option stock subject to the option immediately prior to the sale of assets or
merger, the consideration (whether stock, cash or other securities or property) received in the sale of assets or merger by holders
of Common Stock for each share of Common Stock held on the effective date of the transaction (and if such holders were offered
a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock);
provided, however, that if such consideration received in the sale of assets or merger was not solely common stock of the successor
corporation or its parent (as defined in Section 424(e) of the Code), the Administrator may, with the consent of the successor
corporation, provide for the consideration to be received upon exercise of the option to be solely common stock of the successor
corporation or its parent equal in fair market value to the per share consideration received by holders of Common Stock and the
sale of assets or merger.


 


The Administrator may, if it so determines in the exercise of its
sole discretion, also make provision for adjusting the Reserves, as well as the price per share of Common Stock covered by each
outstanding option, in the event the Company effects one or more reorganizations, recapitalization, rights offerings or other increases
or reductions of shares of its outstanding Common Stock, and in the event of the Company being consolidated with or merged into
any other corporation.


19. 
Amendment or Termination.


(a)               
The Administrator may at any time and for any reason terminate, suspend or amend the Plan. Except as provided in Section
18 hereof, no such termination or suspension can


 


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affect options previously granted, provided that an Offering Period may be terminated or suspended by the Administrator
on any Exercise Date if the Administrator determines that the termination or suspension of the Plan is in the best interests of
the Company and its shareholders. Except as provided in Section 18 hereof or this Section 19, no amendment may make any change
in any option theretofore granted which adversely affects the rights of any participant. To the extent necessary to comply with
Rule 16b-3 or under Section 423 of the Code (or any successor rule or provision or any other applicable law or regulation or stock
exchange rule), the Company shall obtain shareholder approval in such a manner and to such a degree as required.


(b)               
Without shareholder consent and without regard to whether any participant rights may be considered to have been "adversely
affected," the Administrator shall be entitled to change the Offering Periods, designate separate Offerings, limit the frequency
and/or number of changes in the amount withheld during an Offering Period, establish the exchange ratio applicable to amounts withheld
in a currency other than U.S. dollars, permit Contributions in excess of the amount designated by a participant in order to adjust
for delays or mistakes in the Company’s processing of properly completed withholding elections, establish reasonable waiting
and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common
Stock for each participant properly correspond with amounts withheld from the participant’s Compensation, and establish such
other limitations or procedures as the Administrator determines in its sole discretion advisable which are consistent with the
Plan.


(c)              
In the event the Administrator determines that the ongoing operation of the Plan may result in unfavorable financial accounting
consequences, the Administrator may, in its discretion and, to the extent necessary or desirable, modify or amend the Plan to reduce
or eliminate such accounting consequence including, but not limited to:


(1)    altering
the Purchase Price for any Offering Period including an Offering Period underway at the time of the change in Purchase Price;


(2)    shortening
any Offering Period so that Offering Period ends on a new Exercise Date, including an Offering Period underway at the time of the
Administrator action; and


(3)    allocating
shares.


Such modifications
or amendments shall not require stockholder approval or the consent of any Plan participants.


20. 
Notices. All notices or other communications by a participant to the Company under or in connection with the Plan
shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated
by the Company for the receipt thereof.


21. 
Conditions Upon Issuance of Shares. Shares shall not be issued with respect to an option unless the exercise of such
option and the issuance and delivery of such shares pursuant thereto shall comply with all applicable provisions of law, domestic
or foreign, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended,
the rules and


 


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regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed,
and shall be further subject to the approval of counsel for the Company with respect to such compliance.


 


As a condition to the exercise of an option,
the Company may require the person exercising such option to represent and warrant at the time of any such exercise that the shares
are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion
of counsel for the Company, such a representation is required by any of the aforementioned applicable provisions of law.


22. 
Code Section 409A. The Plan is exempt from the application of Code Section 409A and any ambiguities herein will be
interpreted to so be exempt from Code Section 409A. In furtherance of the foregoing and notwithstanding any provision in the Plan
to the contrary, if the Administrator determines that an option granted under the Plan may be subject to Code Section 409A or that
any provision in the Plan would cause an option under the Plan to be subject to Code Section 409A, the Administrator may amend
the terms of the Plan and/or of an outstanding option granted under the Plan, or take such other action the Administrator determines
is necessary or appropriate, in each case, without the participant’s consent, to exempt any outstanding option or future
option that may be granted under the Plan from or to allow any such options to comply with Code Section 409A, but only to the extent
any such amendments or action by the Administrator would not violate Code Section 409A. Notwithstanding the foregoing, the Company
will have no liability to a participant or any other party if the option to purchase Common Stock under the Plan that is intended
to be exempt from or compliant with Code Section 409A is not so exempt or compliant or for any action taken by the Administrator
with respect thereto. The Company makes no representation that the option to purchase Common Stock under the Plan is compliant
with Code Section 409A.


23. 
Stockholder Approval. The Plan shall be subject to approval by the stockholders of the Company within twelve (12)
months after the date the Plan is adopted by the Board. Such stockholder approval will be obtained in the manner and to the degree
required under applicable law, regulation or stock exchange rule.


24. 
Term of Plan. The Plan shall become effective upon the earlier to occur of its adoption by the Board of Directors
or its approval by the shareholders of the Company. It shall continue in effect until terminated under Section 19 hereof.


 


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Exhibit A


 


COPART, INC.


 


2014 EMPLOYEE STOCK PURCHASE PLAN


 


SUBSCRIPTION AGREEMENT


 


	___  Original Application	Enrollment Date:___________
	___  Change in Payroll Deduction Rate	 
	___  Change of Beneficiary(ies)	 


 


		1.	_______________________________ hereby elects to participate in the Copart, Inc. 2014 Employee Stock Purchase Plan (the “Employee
Stock Purchase Plan”) and subscribes to purchase shares of the Company’s Common Stock in accordance with this Subscription
Agreement and the Employee Stock Purchase Plan.



 


		2.	I hereby authorize payroll deductions from each paycheck in the amount of ___% (not to exceed 10%) of my Compensation on each
payday during the Offering Period in accordance with the Employee Stock Purchase Plan. (Please note that no fractional percentages
are permitted.)



 


		3.	I understand that said payroll deductions shall be accumulated for the purchase of shares of Common Stock at the applicable
Purchase Price determined in accordance with the Employee Stock Purchase Plan. I understand that if I do not withdraw from an Offering
Period, any accumulated payroll deductions will be used to automatically exercise my option.



 


		4.	I have received a copy of the complete "Employee Stock Purchase Plan." I understand that my participation in the
Employee Stock Purchase Plan is in all respects subject to the terms of the Plan. I understand that the grant of the option by
the Company under this Subscription Agreement is subject to obtaining shareholder approval of the Employee Stock Purchase Plan.



 


		5.	Shares purchased for me under the Employee Stock Purchase Plan should be issued in the name(s) of (Employee or Employee and
Spouse Only):____________________________



 


		6.	I understand that if I dispose of any shares received by me pursuant to the Plan within 2 years after the Enrollment Date (the
first day of the Offering Period during which I purchased such shares) or within 1-year after the Exercise Date, I will be treated
for federal income tax purposes as having received ordinary income at the time of such disposition in an amount equal to the excess
of the fair market value of the shares at the time such shares were purchased by me over the price which I paid for the shares.
I hereby agree to notify the Company in writing within 30 days after the date of any disposition of shares and I will make 



 


 


 






 


adequate provision for Federal,
state or other tax withholding obligations, if any, which arise upon disposition of the Common Stock. The Company may, but
will not be obligated to, withhold from my compensation the amount necessary to meet any applicable withholding obligation including
any withholding necessary to make available to the Company any tax deductions or benefits attributable to sale or early disposition
of Common Stock by me. If I dispose of such shares at any time after the expiration of the two-year and one-year holding periods,
I understand that I will be treated for federal income tax purposes as having received income only at the time of such disposition,
and that such income will be taxed as ordinary income only to the extent of an amount equal to the lesser of (1) the excess of
the fair market value of the shares at the time of such disposition over the purchase price which I paid for the shares, or (2)
15% of the fair market value of the shares on the first day of the Offering Period. The remainder of the gain, if any, recognized
on such disposition will be taxed as capital gain.


 


		7.	I hereby agree to be bound by the terms of the Employee Stock Purchase Plan. The effectiveness of this Subscription Agreement
is dependent upon my eligibility to participate in the Employee Stock Purchase Plan.



 


		8.	In the event of my death, I hereby designate the following as my beneficiary(ies) to receive all payments and shares due me
under the Employee Stock Purchase Plan:



 


 


 


	NAME:  (Please print) ______________________________________
	    (First)                (Middle)                 (Last)
	 	 
	 	 
	____________________	______________________________
	Relationship	 
	 	 
	 	______________________________
	 	(Address)
	 	 
	 	 
	NAME:  (Please print) ______________________________________
	    (First)                (Middle)                 (Last)
	 	 
	 	 
	____________________	______________________________
	Relationship	 
	 	 
	 	______________________________
	 	(Address)



 


-2-


 






 


	Employee’s Social	 
	Security Number:	 
	 	______________________
	 	 
	 	 
	 	 
	 	 
	Employee’s Address:	 
	 	_______________________
	 	 
	 	 
	 	_______________________
	 	 
	 	 
	 	_______________________


 


 


 


 


 


I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.


 


 


	Dated:  ________________	__________________________
	 	Signature of Employee


 


 


 


 


	 	__________________________
	 	Spouse’s Signature (If beneficiary
	 	other than spouse)



 


-3-


 






 


Exhibit B


 


COPART, INC.


 


2014 EMPLOYEE STOCK PURCHASE PLAN


 


NOTICE OF WITHDRAWAL


 


 


The undersigned participant in the Offering Period of the Copart,
Inc. 2014 Employee Stock Purchase Plan which began on _________________ ____, _____ (the “Enrollment Date”) hereby
notifies the Company that he or she hereby withdraws from the Offering Period. He or she hereby directs the Company to pay to the
undersigned as promptly as practicable all the Contributions credited to his or her account with respect to such Offering Period.
The undersigned understands and agrees that his or her option for such Offering Period will be automatically terminated. The undersigned
understands further that no further payroll deductions will be made for the purchase of shares in the current Offering Period and
the undersigned shall be eligible to participate in succeeding Offering Periods only by delivering to the Company a new Subscription
Agreement.


 


	 	Name and Address of Participant:
	 	 
	 	 
	 	___________________________
	 	 
	 	 
	 	___________________________
	 	 
	 	 
	 	___________________________
	 	 
	 	 
	 	 
	 	Signature:
	 	 
	 	 
	 	___________________________
	 	 
	 	Date:_______________________