THE SAME
MANNER AND TO THE SAME EXTENT THAT THE COMPANY WOULD BE REQUIRED TO PERFORM IT
IF NO SUCH SUCCESSION HAD TAKEN PLACE.
FAILURE OF THE COMPANY TO OBTAIN SUCH
ASSUMPTION AGREEMENT PRIOR TO THE EFFECTIVENESS OF ANY SUCH SUCCESSION SHALL
ENTITLE THE EXECUTIVE TO THE BENEFITS DESCRIBED IN PARAGRAPHS 9(A)(I) AND
9(B) OF THIS AGREEMENT, SUBJECT TO THE TERMS AND CONDITIONS THEREIN.
13.
ASSIGNMENT.
THIS AGREEMENT AND ALL RIGHTS
UNDER THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF AND BE
ENFORCEABLE BY THE PARTIES HERETO AND THEIR RESPECTIVE PERSONAL OR LEGAL
REPRESENTATIVES, EXECUTORS, ADMINISTRATORS, HEIRS, DISTRIBUTEES, DEVISEES,
LEGATEES, SUCCESSORS AND ASSIGNS.
THIS AGREEMENT IS PERSONAL IN NATURE, AND THE
EXECUTIVE SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY, ASSIGN OR
TRANSFER THIS AGREEMENT OR ANY RIGHT OR OBLIGATION UNDER THIS AGREEMENT TO ANY
OTHER PERSON OR ENTITY.
IF THE EXECUTIVE SHOULD DIE WHILE ANY AMOUNTS ARE STILL
PAYABLE TO THE EXECUTIVE HEREUNDER, ALL SUCH AMOUNTS, UNLESS OTHERWISE PROVIDED
HEREIN, SHALL BE PAID IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT TO THE
EXECUTIVE'S DEVISEE, LEGATEE, OR OTHER DESIGNEE OR, IF THERE BE NO SUCH
DESIGNEE, TO THE EXECUTIVE'S ESTATE.
14.
ABSENCE OF CONFLICT.
THE EXECUTIVE
REPRESENTS AND WARRANTS THAT HIS EMPLOYMENT BY THE COMPANY AS DESCRIBED HEREIN
WILL NOT CONFLICT WITH AND WILL NOT BE CONSTRAINED BY ANY PRIOR EMPLOYMENT OR
CONSULTING AGREEMENT OR RELATIONSHIP.
15.
NOTICES.
ALL NOTICES, REQUESTS, DEMANDS AND
OTHER COMMUNICATIONS CALLED FOR HEREUNDER SHALL BE IN WRITING AND SHALL BE
DEEMED GIVEN (I) ON THE DATE OF DELIVERY, OR, IF EARLIER, (II) ONE (1) DAY AFTER
BEING SENT BY A WELL ESTABLISHED COMMERCIAL OVERNIGHT SERVICE, OR
(III) THREE (3) DAYS AFTER BEING MAILED BY REGISTERED OR CERTIFIED MAIL, RETURN
RECEIPT REQUESTED, PREPAID AND ADDRESSED TO THE PARTIES OR THEIR SUCCESSORS AT
THE FOLLOWING ADDRESSES, OR AT SUCH OTHER ADDRESSES AS THE PARTIES MAY LATER
DESIGNATE IN WRITING:
If to the Executive:
William E. Franklin
[address]
If to the Company:
Copart, Inc.
4665 Business Center Drive
Fairfield, California 94534
Attn: General Counsel
or to such other address or the attention of such other person as the recipient
party has previously furnished to the other party in writing in accordance with
this paragraph.
16.
WAIVER.
FAILURE OR DELAY ON THE PART OF
EITHER PARTY HERETO TO ENFORCE ANY RIGHT, POWER, OR PRIVILEGE HEREUNDER SHALL
NOT BE DEEMED TO CONSTITUTE A WAIVER THEREOF.
ADDITIONALLY, A WAIVER BY EITHER
PARTY OR A BREACH OF ANY PROMISE HEREOF BY THE OTHER PARTY SHALL NOT OPERATE AS
OR BE CONSTRUED TO CONSTITUTE A WAIVER OF ANY SUBSEQUENT WAIVER BY SUCH OTHER
PARTY.
7
17.
SEVERABILITY.
WHENEVER POSSIBLE, EACH
PROVISION OF THIS AGREEMENT WILL BE INTERPRETED IN SUCH MANNER AS TO BE
EFFECTIVE AND VALID UNDER APPLICABLE LAW, BUT IF ANY PROVISION OF THIS AGREEMENT
IS HELD TO BE INVALID, ILLEGAL OR UNENFORCEABLE IN ANY RESPECT UNDER ANY
APPLICABLE LAW OR RULE IN ANY JURISDICTION, SUCH INVALIDITY, ILLEGALITY OR
UNENFORCEABILITY WILL NOT AFFECT ANY