Number of options that were in-the-money

[Table of Contents](#i988317c7021a4a8fa66f2208a2958f7e_10)  
In fiscal 2020, the Company’s Chief Executive Officer (now Co-CEO) exercised all of his vested stock options through a cashless exercise. In fiscal 2021, certain employees exercised stock options through a cashless exercise. In fiscal 2022, no employee exercised stock options through a cashless exercise. A portion of the options exercised were net settled in satisfaction of the exercise price. The Company remitted $0.0 million, $3.8 million and $101.3 million during the years ended July 31, 2022, 2021 and 2020, respectively, to the proper taxing authorities in satisfaction of the employees’ statutory withholding requirements.   
The exercised stock options, utilizing a cashless exercise, are summarized in the following table:

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| Period |  | Options Exercised |  | Weighted Average Exercise Price |  | Shares Net Settled for Exercise |  | Shares Withheld for Taxes (1) |  | Net Shares to Employees |  | Weighted Average Share Price for Withholding |  | Employee Stock-Based Tax Withholding (in 000s) |
| FY 2020—Q1 |  | 4,000,000  |  |  | $ | 17.81  |  |  | 865,719  |  |  | 1,231,595  |  |  | 1,902,686  |  |  | $ | 82.29  |  |  | $ | 101,348  |  |
| FY 2021—Q4 |  | 90,000  |  |  | 17.73  |  |  | 12,366  |  |  | 29,349  |  |  | 48,285  |  |  | 129.01  |  |  | 3,786  |  |
| FY 2022 |  | —  |  |  | —  |  |  | —  |  |  | —  |  |  | —  |  |  | —  |  |  | —  |  |

(1)Shares withheld for taxes are treated as a repurchase of shares for accounting purposes but do not count against the Company’s stock repurchase program.  
Employee Stock Purchase Plan  
The ESPP provides for the purchase of up to an aggregate of 10 million shares of common stock of the Company by employees pursuant to the terms of the ESPP. The Company’s ESPP was adopted by the Board of Directors and approved by the stockholders in 1994. The ESPP was amended and restated in 2003 and again approved by the stockholders. In 2014, a new ESPP was approved by the Board of Directors and approved by the stockholders. Under the ESPP, employees of the Company who elect to participate have the right to purchase common stock at a 15% discount from the lower of the market value of the common stock at the beginning or the end of each six month offering period. The ESPP permits an enrolled employee to make contributions to purchase shares of common stock by having withheld from their salary an amount up to 10% of their compensation (which amount may be increased from time to time by the Company but may not exceed 15% of compensation). No employee may purchase more than $25,000 worth of common stock (calculated at the time the purchase right is granted) in any calendar year. The Compensation Committee of the Board of Directors administers the ESPP. The number of shares of common stock issued pursuant to the ESPP during the years ended July 31, 2022, 2021 and 2020 was 93,755; 109,379; and 123,106; respectively. As of July 31, 2022, there were 8,979,616 shares of common stock issued pursuant to the ESPP and 1,100,458 shares remain available for purchase under the ESPP.  
Stock Options  
In December 2007, the Company adopted the Copart, Inc. 2007 Equity Incentive Plan (Plan), presently covering an aggregate of 36 million shares of the Company’s common stock. The Plan provides for the grant of incentive stock options, restricted stock, restricted stock units and other equity-based awards to employees and non-qualified stock options, restricted stock, restricted stock units and other equity-based awards to employees, officers, directors and consultants at prices not less than 100% of the fair market value for incentive and non-qualified stock options, as determined by the Board of Directors at the grant date. Incentive and non-qualified stock options may have terms of up to ten years and vest over periods determined by the Board of Directors. Options generally vest ratably over a five year period. The Plan replaced the Company’s 2001 Stock Option Plan. As of July 31, 2022, 6,388,684 shares were available for grant under the Plan and the number of options that were in-the-money was 7,005,578 at July 31, 2022.  
The table below sets forth the stock-based compensation recognized by the Company for stock options, restricted stock, and restricted unit awards:

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|  |  | Year Ended July 31, |
| (In thousands) |  | 2022 |  | 2021 |  | 2020 |
| General and administrative |  | $ | 33,838  |  |  | $ | 35,633  |  |  | $ | 17,567  |  |
| Yard operations |  | 5,127  |  |  | 5,289  |  |  | 5,755  |  |
| Total stock-based compensation |  | $ | 38,965  |  |  | $ | 40,922  |  |  | $ | 23,322  |  |

  
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