EXHIBIT 4.1
FORM OF
COPART, INC. STAND ALONE STOCK
OPTION AWARD AGREEMENT
(Used for Willis J. Johnson and
A. Jayson Adair )
NOTICE OF STOCK OPTION GRANT
Participant Name:
Address:
You have been granted a Nonstatutory
Stock Option to purchase Common Stock of Copart, Inc. (the
“Company”), subject to the terms and conditions of this
Stand-Alone Stock Option Agreement (the “Option
Agreement”), as follows:
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Grant Number
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Date of Grant
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April 14, 2009
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Exercise Price per Share
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$30.21
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Total Number of Shares
Granted
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2,000,000
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Total Exercise Price
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$60,420,000.00
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Term/Expiration Date:
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April 13, 2019
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Vesting Schedule
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Subject to any acceleration
provisions set forth in this Option Agreement, this Option may be
exercised, in whole or in part, in accordance with the following
schedule:
One fifth (1/5 th ) of the
Shares subject to the Option shall vest on the one-year anniversary
of the Date of Grant and one sixtieth (1/60 th ) of the
Shares subject to the Option shall vest each month thereafter on
the same day of the month as the Date of Grant, subject to
Participant continuing to be a Service Provider through each such
date.
Notwithstanding the foregoing and
anything contrary in this Option Agreement, if (i) prior to a
Change in Control, Participant’s status as a Service Provider
is terminated by the Company without Cause, or (ii) upon or
following a Change in Control, Participant’s status as a
Service Provider is terminated (A) by the Company, successor
corporation or the entity to whom Participant is providing services
following a transaction (the “Employer”) without Cause,
or (B) by Participant for Good Reason (any termination
described in clauses (i) and (ii), a “Covered
Termination”), then one hundred percent (100%) of
Participant’s Shares subject to the Option shall immediately
vest and become exerciseable.
Termination Period
:
As set forth in Section 9 of
this Option Agreement, this Option will be exercisable for twelve
(12) months after Participant ceases to be a Service Provider,
unless such termination is a Covered Termination, in which case
this Option will remain exercisable through the Term/Expiration
Date as provided above. Notwithstanding the foregoing
sentence, in no event may this Option be exercised after the
Term/Expiration Date as provided above and may be subject to
earlier termination as provided in Section 11(c) of this
Option Agreement.
By Participant’s signature and
the signature of the Company’s representative below,
Participant and the Company agree that this Option is granted under
and governed by the Terms and Conditions of Stock Option Grant,
attached hereto as Exhibit A , which is made a part of
this document. Participant has reviewed this Option
Agreement in its entirety, has had an opportunity to obtain the
advice of counsel prior to executing this Option Agreement and
fully understands all provisions of the Option
Agreement. Participant hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of
the Administrator upon any questions relating to the Option
Agreement. Participant further agrees to notify the
Company upon any change in the residence address indicated
below.
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PARTICIPANT:
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COPART, INC.
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Signature
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By
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Print Name
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Title
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Resident Address :
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2
EXHIBIT A
TERMS AND CONDITIONS OF STOCK
OPTION GRANT
1.
Definitions . As used herein, the following
definitions will apply:
(a)
“ Administrator ” means the Board or any of its
committees as will be administering the Option, in accordance with
Section 17 of the Option Agreement.
(b)
“ Option Agreement ” means this Option agreement
between the Company and Participant evidencing the terms and
conditions of this Option.
(c)
“ Board ” means the Board of Directors of the
Company.
(d)
“ Cause ” means (i) any act of dishonesty
made by Participant in connection with Participant’s
responsibilities as a Service Provider;
(ii) Participant’s conviction of, or plea of nolo
contendere to, a felony or any crime involving fraud, embezzlement
or any other act of moral turpitude; (iii) Participant’s
gross misconduct; (iv) willful and continued failure of
Participant to substantially perform his or her principal duties
and/or obligations of employment to his or her Employer; or
(v) Participant’s unauthorized use or disclosure of any
proprietary information or trade secrets of the Company or any
other party to whom Participant owes an obligation of nondisclosure
as a result of Participant’s relationship with the
Company.
(e)
“ Change in Control ” means the occurrence of
any of the following events:
(i)
A change in the ownership of the Company which occurs on the date
that any one person, or more than one person acting as a group,
(“Person”) acquires ownership of the stock of the
Company that, together with the stock held by such Person,
constitutes more than 50% of the total voting power of the stock of
the Company; provided, however, that for purposes of this
subsection (i), the acquisition of additional stock by any one
Person, who is considered to own more than 50% of the total voting
power of the stock of the Company will not be considered a Change
in Control; or
(ii)
A change in the effective control of the Company which occurs on
the date that a majority of members of the Board is replaced during
any twelve (12) month period by Directors whose appointment or
election is not endorsed by a majority of the members of the Board
prior to the date of the appointment or election. For
purposes of this clause (ii), if any Person is considered to
effectively control the Company, the acquisition of additional
control of the Company by the same Person will not be considered a
Change in Control; or
(iii)
A change in the ownership of a substantial portion of the
Company’s assets which occurs on the date that any Person
acquires (or has acquired during the twelve (12) month period
ending on the date of the most recent acquisition by such person or
persons) assets from the Company that have a total gross fair
market value equal to or more than 50% of the total gross fair
market value of all of the assets of the Company immediately prior
to such acquisition or acquisitions; provided, however, that for
purposes of this subsection (iii), the following will not
constitute a change in the ownership of a substantial portion of
the Company’s assets: (A) a transfer to an entity that
is controlled by the Company’s stockholders immediately after
the transfer, or (B) a transfer of assets by the Company to:
(1) a stockholder of the Company (immediately before the asset
transfer) in exchange for or with respect to the Company’s
stock, (2) an entity, 50% or more of the total value or voting
power of which is owned, directly or indirectly, by the Company,
(3) a Person, that owns, directly or indirectly, 50% or more
of the total value or voting power of all the outstanding stock of
the Company, or (4) an entity, at least 50% of the total value
or voting power of which is owned, directly or indirectly, by a
Person described in this subsection (iii)(B)(3). For
purposes of this subsection (iii), gross fair market value means
the value of the assets of the Company, or the value of the assets
being disposed of, determined without regard to any liabilities
associated with such assets.
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For purposes of this
Section 1(e), persons will be considered to be acting as a
group if they are owners of a corporation that enters into a
merger, consolidation, purchase or acquisition of stock, or similar
business transaction with the Company.
(f)
“ Code ” means the Internal Revenue Code of
1986, as amended. Any reference to a section of the Code
herein will be a reference to any successor or amended section of
the Code.
(g)
“ Common Stock ” means the common stock of the
Company.
(h)
“ Company ” means Copart, Inc., a
California corporation, or any successor thereto.
(i)
“ Consultant ” means any person, including an
advisor, engaged by the Company or a Parent or Subsidiary to render
services to such entity.
(j)
“ Director ” means a member of the
Board.
(k)
“ Disability ” means total and permanent
disability as defined in Section 22(e)(3) of the
Code.
(l)
“ Employee ” means any person, including
Officers and Directors, employed by the Company or any Parent or
Subsidiary of the Company. Neither service as a Director
nor payment of a director’s fee by the Company will be
sufficient to constitute “employment” by the
Company.
(m)
“ Fair Market Value ” means, as of any date, the
value of the Common Stock as the Administrator may determine in
good faith by reference to the price of such stock on any
established stock exchange or a national market system on the day
of determination if the Common Stock is so listed on any
established stock exchange or a national market
system. If the Common Stock is not listed on any
established stock exchange or a national market system, the value
of the Common Stock will be determined as the Administrator may
determine in good faith.
(n)
“ Good Reason ” means, within thirty (30) days
following the expiration of any Company cure period (discussed
below) following the occurrence of one or more of the following
without Participant’s consent: (i) the assignment,
reduction or removal of Participant’s duties or position,
either of which results in a material diminution in
Participant’s authority, duties or responsibilities with the
Company in effect immediately prior to such assignment, reduction
or removal; (ii) a material reduction by the Company of
Participant’s base salary as in effect immediately prior to
such reduction; or (iii) the material change in geographic
location of Participant’s principal place of performing his
or her duties as a Service Provider of the Company by more than
fifty (50) miles. In order for an event to qualify as
Good Reason, Participant must not terminate as a Service Provider
without first providing the Company with written notice of the acts
or omissions constituting the grounds for Good Reason within ninety
(90) days of the initial existence of the grounds for “Good
Reason” and a reasonable cure period of not less than thirty
(30) days following the date of such notice.
(o)
“ Nonstatutory Stock Option ” means an Option
that by its terms does not qualify or is not intended to qualify as
an incentive stock option within the meaning of Section 422 of
the Code and the regulations promulgated thereunder.
(p)
“ Notice of Grant ” means the portion of this
Option Agreement to which these Terms and Conditions of Stock
Option Grant are attached.
(q)
“ Option ” means this option to purchase shares
of Common Stock granted pursuant to this Option
Agreement.
(r)
“ Parent ” means a “parent
corporation,” whether now or hereafter existing, as defined
in Section 424(e) of the Code.
(s)
“ Participant ” means the person named in the
Notice of Grant or such person’s successor.
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(t)
“ Service Provider ” means an Employee,
Director, or Consultant.
(u)
“ Share ” means a share of the Common Stock, as
adjusted in accordance with Section 11 of this Option
Agreement.
(v)
“ Subsidiary ” means a “subsidiary
corporation,” whether now or hereafter existing, as defined
in Section 424(f) of the Code.
2.
Grant of Option . The Company hereby grants to
the Participant this Option to purchase the number of Shares set
forth in the Notice of Grant, at the exercise price per Share set
forth in the Notice of Grant (the “ Exercise Price
”), subject to all of the terms and conditions in this Option
Agreement.
3.
Vesting Schedule . Except as provided in
Section 4, the Option awarded by this Option Agreement will
vest in accordance with the vesting provisions set forth in the
Notice of Grant. Shares 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 Option
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 Option at any
time. If so accelerated, such Option will be considered
as having vested as of the date specified by the
Administrator.
5.
Exercise of Option .
(a)
Right to Exercise . This Option may be exercised
only within the term set out in th
