Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of John North as Senior Vice President and Chief Financial Officer.
On October 5, 2020, Copart, Inc. (the "Company") issued a press release
announcing the appointment of John North, age 43, as its Senior Vice President
and Chief Financial Officer, effective as of October 5, 2020. Upon Mr. North's
commencement of employment with the Company, Jeffrey Liaw, currently the
President and Chief Financial Officer, will continue his role as the Company's
Mr. North served as the Chief Financial Officer of Avis Budget Group, Inc.
(NASDAQ: CAR) a publicly traded company and global leader in car and truck
rental and on-demand car sharing, from February 2019 to August 2020. Prior to
joining Avis Budget Group, Inc., Mr. North served for 17 years in a variety of
leadership roles with Lithia Motors, a Fortune 500 auto retailer, including as
Chief Financial Officer from January 2017 to February 2019, and before that, as
Chief Accounting Officer from January 2016 to December 2016. Mr. North earned
his B.S. in Finance from Santa Clara University in 1998. He is a Certified
Public Accountant and a CFA Charterholder.
Under the terms of an Executive Officer Employment Agreement, effective October
5, 2020, Mr. North will receive a base salary of $345,000 per year. Mr. North
will be eligible to receive an annual discretionary cash bonus in an amount up
to 100% of his base salary.
The Company has also agreed to recommend to its compensation committee a grant
to Mr. North of an option to purchase 150,000 shares of its common stock. This
option will be subject to the terms and conditions of the Company's Amended and
Restated 2007 Equity Incentive Plan and form of stock option agreement, and will
be subject to vesting as follows: 20% of the shares 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 option will be fully vested
on the fifth anniversary of the date of grant. The board or compensation
committee is expected to formally approve the grant at a meeting in 2020.
Mr. North'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. North'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. North'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 Amended
and Restated 2007 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
Mr. North'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. North 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 October 5, 2020, announcing Mr. North's
appointment as the Company's Senior Vice President and Chief Financial Officer
is attached hereto as Exhibit 99.1 . The summary description of Mr. North's
Executive Officer Employment Agreement set forth above does not purport to be
complete and is qualified in its entirety by reference to the Executive Officer
Employment Agreement effective as of October 5, 2020 that will be attached as an
exhibit to the Company's quarterly report on Form 10-Q for the three month
period ending October 31, 2020.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
The following exhibits are furnished herewith:
99.1 Press release, dated October 5, 2020 of Copart, Inc. announcing senior
104 Cover Page Interactive Data File, formatted in Inline Extensible
Business Reporting Language (iXBRL).
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