EXHIBIT 10.1
COPART, INC.
AMENDED AND RESTATED EXECUTIVE OFFICER
EMPLOYMENT AGREEMENT
This Amended and Restated Executive Officer Employment Agreement is entered into
as of September 25, 2008 by and between Copart, Inc., a California corporation
(the "Company"), and William E. Franklin (the "Executive").
RECITALS:
A.
The Company and the Executive previously
entered into an Executive Officer Employment Agreement (the "Original
Agreement") dated March 15, 2004 (the "Effective Date").
B.
The Board of Directors of the Company
(the "Board") believes it is in the best interests of the Company and its
shareholders to amend the terms of the Original Agreement in order to comply
with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code").
AGREEMENT:
In consideration of the mutual covenants herein contained and the continued
employment of Executive by the Company, the parties agree as follows:
1.
DUTIES AND SCOPE OF EMPLOYMENT.
(A)
POSITION AND DUTIES.
AS OF THE EFFECTIVE
DATE, EXECUTIVE WILL SERVE AS SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
OF THE COMPANY.
EXECUTIVE WILL RENDER SUCH BUSINESS AND PROFESSIONAL SERVICES
IN THE PERFORMANCE OF HIS DUTIES, CONSISTENT WITH EXECUTIVE'S POSITION WITHIN
THE COMPANY, AS SHALL REASONABLY BE ASSIGNED TO HIM THE CHIEF EXECUTIVE OFFICER
(CEO), PRESIDENT OR EXECUTIVE VICE PRESIDENT (SENIOR MANAGEMENT) AND AS ARE
CONTEMPLATED BY THE COMPANY'S BYLAWS.
DURING THE TERM OF EXECUTIVE'S EMPLOYMENT
WITH THE COMPANY, EXECUTIVE SHALL REPORT TO AND BE SUBJECT TO THE DIRECTIVES OF
THE BOARD OF DIRECTORS AND SENIOR MANAGEMENT. THE PERIOD OF EXECUTIVE'S
EMPLOYMENT UNDER THIS AGREEMENT IS REFERRED TO HEREIN AS THE "EMPLOYMENT TERM."
(B)
OBLIGATIONS.
DURING THE EMPLOYMENT TERM,
EXECUTIVE WILL PERFORM HIS DUTIES FAITHFULLY AND TO THE BEST OF HIS ABILITY AND
WILL DEVOTE HIS FULL BUSINESS EFFORTS AND TIME TO THE COMPANY.
FOR THE DURATION
OF THE EMPLOYMENT TERM, EXECUTIVE AGREES NOT TO ACTIVELY ENGAGE IN ANY OTHER
EMPLOYMENT, OCCUPATION OR CONSULTING ACTIVITY FOR ANY DIRECT OR INDIRECT
REMUNERATION WITHOUT THE PRIOR APPROVAL OF THE BOARD.
2.
EMPLOYMENT TERMS.
(A)
BASIC "AT WILL" RULE.
THE EMPLOYMENT TERM
SHALL BEGIN UPON THE EFFECTIVE DATE AND SHALL CONTINUE THEREAFTER UNTIL
TERMINATED BY THE COMPANY OR THE EXECUTIVE.
THE EXECUTIVE ACKNOWLEDGES AND
AGREES THAT HIS EMPLOYMENT WITH THE COMPANY IS "AT WILL" AND MAY BE TERMINATED
AT ANY TIME, WITH OR WITHOUT NOTICE, WITH OR WITHOUT GOOD CAUSE, OR FOR ANY OR
NO CAUSE, AT THE OPTION OF EITHER THE COMPANY OR THE EXECUTIVE.
EXECUTIVE
UNDERSTANDS AND AGREES THAT NEITHER HIS JOB PERFORMANCE NOR PROMOTIONS,
COMMENDATIONS, BONUSES OR THE LIKE FROM THE COMPANY SHALL GIVE RISE TO, OR IN
ANY WAY SERVE AS THE BASIS FOR MODIFICATION, AMENDMENT, OR EXTENSION, BY
IMPLICATION OR OTHERWISE, OF THE EXECUTIVE'S AT-WILL EMPLOYMENT WITH THE
COMPANY.
(B)
TERMINATION.
IF THE COMPANY TERMINATES THE
EXECUTIVE'S EMPLOYMENT AT ANY TIME FOR ANY REASON OTHER THAN CAUSE OR
DISABILITY, BOTH AS DEFINED BELOW, OR IF THE EXECUTIVE TERMINATES HIS EMPLOYMENT
AT ANY TIME FOR GOOD REASON, AS DEFINED BELOW, THE PROVISIONS OF PARAGRAPH
9(A)(I) SHALL APPLY.
IF THE EXECUTIVE TERMINATES