Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



On March 30, 2022, the Board of Directors (the "Board") of Copart, Inc. (the
"Company") amended and restated the Company's Bylaws to create flexibility,
among other things, for the appointment of more than one chief executive
officer, and unanimously elected Jeffrey Liaw as co-chief executive officer,
effective April 1, 2022, to serve as a chief executive officer of the Company
along with the Company' s existing chief executive officer A. Jayson Adair.

Mr. Liaw, 45, has served as the Company's President and CEO North America since
February 2021, as the Company's President since October 2020, as the Company's
President and Chief Financial Officer between September 2019 and October 2020,
and before that, as the Company's Senior Vice President and Chief Financial
Officer from January 2016 to September 2019.

Before joining Copart, Mr. Liaw served as the Chief Financial Officer of
Fleetpride, Inc., a privately-held company that distributes truck and trailer
parts nationwide, from January 2013 to January 2016. From August 2005 to
December 2012, Mr. Liaw was a principal of TPG Management, L.P., a private
equity firm. Mr. Liaw earned his B.A. and B.B.A. from the University of Texas in
1999, and his M.B.A. from Harvard University in 2005.

Effective upon his promotion to co-chief executive officer, Mr. Liaw will receive a base salary of $900,000 per year. Mr. Liaw will also be eligible to receive an annual target bonus of $1,100,000, subject to performance-based criteria established by the compensation committee of the Board (the "Committee").



In connection with his appointment as co-chief executive officer, the Committee
has also approved certain equity incentive awards for Mr. Liaw, consisting of
restricted stock units and stock options. In both cases, the equity incentive
awards are subject to the terms and conditions of the Company's 2007 Amended and
Restated Equity Incentive Plan.

Mr. Liaw has been granted an award of 50,000 restricted stock units, subject to
the form of restricted stock unit award agreement for senior executives. The
restricted stock units will be subject to vesting as follows: 20% of the
restricted stock units will vest on the first anniversary of the date of grant,
and the balance of the shares will vest ratably over the 48 months thereafter,
such that the restricted stock units will be fully vested on the fifth
anniversary of the date of grant. The restricted stock units will be settled in
shares of the Company's common stock, net of applicable tax withholdings, and
the resulting net shares of common stock are subject to a special lock-up
restriction, such that none of the net shares of common stock received as a
result of the vesting of the restricted stock units award may be sold,
transferred, or assigned by Mr. Liaw until April 1, 2032, which is a period of
10 years from the original date of grant.

Mr. Liaw has also been granted an award of 175,000 stock options, subject to the
form of stock option award agreement for senior executives. This stock option
award will be subject to vesting as follows: 20% of the stock options will vest
on the first anniversary of the date of grant and the balance will vest ratably
over the 48 months thereafter, such that the stock options will be fully vested
on the fifth anniversary of the date of grant.

Mr. Liaw has also been granted a separate award of 325,000 stock options,
subject to the form of performance-based stock option award agreement previously
approved by the Committee for performance-based vesting. This stock option award
will be subject to two forms of vesting conditions, consisting of regular
time-based vesting and a separate price premium hurdle. The time-based vesting
will occur as follows: 20% of the stock options will vest on the first
anniversary of the date of grant and the balance will vest ratably over the 48
months thereafter, such that the stock options will be fully vested on the fifth
anniversary of the date of grant. Under the price premium hurdle condition, no
portion of the performance-based stock option award may be exercised unless the
Company's stock price in trading on the NASDAQ Global Select Market is equal to
or greater than 125% of the strike price, both (1) at the moment of any
exercise, and (2) as of the close of market trading for each of the 20
consecutive trading days preceding the date of any exercise.

Mr. Liaw is not eligible to receive any future equity incentive awards until
April 1, 2026, which is the fourth anniversary of his appointment as co-chief
executive officer.


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Mr. Liaw's new executive compensation arrangement falls under the terms of his
existing Executive Officer Employment Agreement, effective January 4, 2016,
previously included as Exhibit 10.26 to the Company's current report on Form 8-K
filed with the Securities and Exchange Commission on November 23, 2015, and
which is incorporated herein by reference.

Mr. Liaw's employment agreement provides that in the event his employment is
involuntarily terminated other than for disability or "cause" or he resigns from
his employment for "good reason" (as defined in the employment agreement), and
conditioned on his executing a severance agreement and release of claims, he
will be entitled to a lump sum payment equal to fifty percent (50%) of his
then-current annual base salary, less applicable tax withholding. Mr. Liaw's
employment agreement also provides that in the event his employment is
terminated for any reason other than as previously described, including by
reason of death or disability or "cause," then he shall be entitled to receive
severance benefits as provided under the Company's then-existing severance and
benefit plans and policies at the time of termination.

Mr. Liaw's employment agreement does not provide for severance payments or
acceleration of vesting of equity awards in the event of a change in control of
the Company. In the event of a "change in control" (as defined in our 2007
Amended and Restated Equity Incentive Plan), if the awards to be granted are not
assumed by the successor corporation, the compensation committee has the
authority as administrator of the equity plan to accelerate the vesting of the
awards.

Mr. Liaw's employment agreement does not provide for payment of any amount in
connection with termination of employment upon a change in control of the
Company, other than those payments otherwise due to Mr. Liaw upon an involuntary
termination or resignation for "good reason." No payments are due in the event
of voluntary termination of employment or termination of employment as a result
of death or disability or for "cause."

A copy of the press release, dated March 30, 2022, announcing Mr. Liaw's
appointment as the Company's co-chief executive officer is attached hereto as
Exhibit 99.1. The summary description of Mr. Liaw's Executive Officer Employment
Agreement set forth above does not purport to be complete and is qualified in
its entirety by reference to the full text of the Executive Officer Employment
Agreement effective as of January 4, 2016 incorporated herein by reference.

In addition, the Company previously entered into its standard form of
indemnification agreement with Mr. Liaw, which is filed as Exhibit 10.17 to the
Company's Annual Report on Form 10-K filed with the Securities and Exchange
Commission on October 1, 2012 and is incorporated herein by reference. Other
than the indemnification agreement described in the preceding sentence, Mr. Liaw
has no direct or indirect material interest in any transaction required to be
disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the
Securities Exchange Act of 1934, as amended, nor are any such transactions
currently proposed. There are no family relationships between Mr. Liaw and any
of the Company's directors or executive officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year



On March 30, 2022, in connection with Mr. Liaw's' appointment as co-chief
executive officer, the Board amended and restated the Company's Bylaws to create
additional flexibility in the officer roles the Board may designate, including
without limitation the Board's capacity to appoint one or more chief executive
officers. The foregoing summary of the amendment and restatement of the Bylaws
is qualified in its entirety by reference to the full text of the Bylaws, as
amended and restated effective as of March 30, 2022, a copy of which is filed as
Exhibit 3.1 to this report and is hereby incorporated by reference into this
Item 5.03.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibit is furnished herewith:

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Exhibit
Number                  Description
  3.1                   Amended and Restated Bylaws

  99.1                  Press Release, dated March 30, 2022, announcing the

appointment of Jeffrey Liaw


                        as co-chief executive officer of Copart, Inc.

104                     Cover Page Interactive File (embedded within the Inline XBRL document).

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