Item 1.01 Entry into a Material Definitive Agreement.

On July 2, 2008, we entered into an agreement with Willis J. Johnson, our Chief Executive Officer and a member of our board of directors, pursuant to which we will acquire 1,500,000 shares of our common stock at a price of $40.00 per share, or an aggregate purchase price of $60,000,000.  The settlement date for the acquisition of the common stock is expected to be on or about July 11, 2008, and the purchase will be made pursuant to our existing stock repurchase program.  The per share purchase price for the common stock to be acquired is based on the closing price of our common stock on July 1, 2008 (as reported by The NASDAQ Stock Market), less 5.5% or $2.35.  The members of our board of directors had independent discussions among themselves and agreed in principle to the terms of this repurchase on July 1, 2008.  On July 2, 2008, this repurchase was formally approved by the members of our board of directors and the Audit Committee of our board of directors.

On July 1, 2008, Mr. Johnson filed a notification with the Securities and Exchange Commission on Form 144, disclosing the intent to sell 500,000 shares of our common stock unrelated to the repurchase referred to in the paragraph above.  The sale of these 500,000 shares, which will be accomplished through open market transactions, will be reported publicly by Mr. Johnson through the required Form 4 filings with the Securities and Exchange Commission.  Assuming Mr. Johnson disposes of all 500,000 shares, he will continue to hold directly or indirectly over 9 million shares of our common stock.

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Item 1.01 Entry into a Material Definitive Agreement.

On June 5, 2008, we entered into an agreement with Willis J. Johnson, our Chief Executive Officer and a member of our board of directors, pursuant to which we will acquire 600,000 shares of our common stock at a price of $47.55 per share, or an aggregate purchase price of $28,530,000.  The settlement date for the acquisition of the common stock is expected to be on or about June 13, 2008, and the purchase will be made pursuant to our existing stock repurchase program.  The per share purchase price for the common stock to be acquired is based on the closing price of our common stock on June 5, 2008 (as reported by The NASDAQ Stock Market), less $0.25.  This repurchase was approved by the disinterested members of our board of directors and the Audit Committee of our board of directors.

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The information reported in Item 2.03 of this Current Report on Form 8-K is incorporated herein by reference.

Section 2 – Financial Information

Item 1.01.  Entry into a Material Definitive Agreement.

On December 6, 2005, at the 2005 Annual Meeting of Shareholders of Copart, Inc. (the “Company”), the Company’s shareholders approved the Executive Bonus Plan (the “Bonus Plan”).  The Bonus Plan, among other things, authorizes the Compensation Committee of the Board of Directors (the “Committee”) to establish for each participant designated by the Committee a target award and performance goal or goals that must be achieved before an award will be paid to the participant.  The participant’s target award is generally expressed as a percentage of his or her base salary at the end of the fiscal year, but may be designated as a dollar amount or some other fashion as the Committee may determine. The performance goals require the achievement of objectives for one or more of: earnings per share, operating cash flow, operating income, profit after tax, profit before tax, return on assets, return on equity, return on sales, revenue, and total shareholder return.  Each of these performance measures is defined in the Bonus Plan.  For purposes of fiscal 2006, the Committee determined that the Company’s Chief Executive Officer and the Company’s President were the only Bonus Plan participants eligible to receive a bonus based on a performance target measured by revenue.

After the performance period ends, the Committee certifies in writing the extent to which the pre-established performance goals actually were achieved or exceeded. The actual award that is payable to a participant is determined using a formula that increases or decreases the participant’s target award based on the level of actual performance attained. However, the Bonus Plan limits actual awards to a maximum of $2,000,000 per person in any performance period, even if the formula otherwise indicates a larger award and the Committee retains the discretion to reduce the amount of an award dictated by the formula.

The Bonus Plan is attached to this Current Report on Form 8-K as Exhibit 10.13.

Cash Bonuses under the Bonus Plan

On July 19, 2006, the Committee approved the following payments of cash bonuses under the Bonus Plan for the fiscal year ended July 31, 2006, to the following executive officers of the Company, which bonus payments are less than the awards dictated by the formula under Section 3.6 of the Bonus Plan (consistent with the authority granted to the Committee under the Bonus Plan as described above):

Additional Cash Bonuses

On July 19, 2006, the Committee also approved the following payments of cash bonuses for the fiscal year ended July 31, 2006, to the following executive officers of the Company:

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Section 9 — Financial Statements and Exhibits