Exhibit 10.21


 


EMPLOYMENT AGREEMENT


 


Between:


 


RAVICHANDRA K. SALIGRAM


 


(the “Executive”)


 


And:


 


RITCHIE BROS. AUCTIONEERS (CANADA) LTD.,


a corporation incorporated under the laws of
Canada


 


(the “Employer”)


 


WHEREAS:


 


A. The Employer is in the business of facilitating the
exchange, buying, selling and auctioneering of industrial equipment; and


 


B. The Employer and the Executive wish to enter into
an employment relationship on the terms and conditions as described in this Agreement;


 


NOW THEREFORE THIS AGREEMENT WITNESSES
THAT in consideration of the mutual covenants and agreements herein contained, and for other
good and valuable consideration, the sufficiency of which is hereby acknowledged by both parties, the Employer and the Executive
agree as follows:


 


		1.	EMPLOYMENT



 


		a.	The Employer agrees to employ
                                         the Executive pursuant to the terms and conditions described in this Agreement, including
                                         the appendices to this Agreement, and the Executive hereby accepts and agrees to such
                                         employment. Unless otherwise defined, the defined terms in this Agreement will have the
                                         same meaning in the appendices hereto.



 


		b.	The Executive’s employment under this Agreement is conditional
                                         on the Executive Obtaining, authorization and documentation to legally work in Canada
                                         (“Work Authorization”). It is a condition of the Executive’s
                                         continued employment that the Executive maintain the necessary Work Authorization to
                                         work in Canada throughout the duration of the Executive’s employment. The parties
                                         agree to work together on a best efforts basis to obtain from the appropriate Canadian
                                         governmental authorities, and maintain, such Work Authorization. If the Executive is
                                         unable to obtain the Work Authorization, or if the Executive is subsequently unable to
                                         renew the Work Authorization, the Employer will offer the Executive employment in the
                                         United States, subject to a revised US employment agreement containing substantially
                                         the same terms and consistent with the offer letter signed by the Executive, on the condition
                                         that the Executive’s employment under the US employment agreement will be for a
                                         fixed term of 15 months and the Executive will cooperate with the Employer to obtain
                                         the Work Authorization to resume work in Canada prior to the end of the fixed term. The
                                         Executive agrees that prior to the expiry of the term of the US employment agreement,
                                         he will accept continued employment in Canada on the terms of this Agreement, which will
                                         supersede the US employment agreement.



 




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		c.	The Executive will be employed in the position of Chief
                                         Executive Officer in accordance with the duties and responsibilities set out in the
                                         attached Appendix “A”, and such other duties and responsibilities
                                         consistent with his position as may be assigned by the Board of Directors of the Employer
                                         (the “Board”) from time to time. The Executive will
                                         be the senior-most officer of the Employer with overall responsibility for the business
                                         and operations of the Employer, and all employees of the Employer will report either
                                         directly, or indirectly though others, to the Executive.



 


		d.	The
                                         Executive’s employment with the Employer will commence on the later of July 7, 2014
                                         or the date on which the Executive obtains authorization
                                         to work in Canada (the “Commencement Date”), and the Executive’s
                                         employment hereunder will continue for an indefinite period of time until terminated
                                         in accordance with the terms of this Agreement or applicable law (the “Term”).



 


		e.	On or about the Commencement Date, the Executive will be appointed
                                         as a member of the Board. Thereafter, during the Term, the Executive will be nominated
                                         to continue as a director at each annual meeting of shareholders that occurs during the
                                         Term, for a term equal to that of other directors being nominated at such meeting.



 


		f.	During the Term, the Executive will at all times:



 


		i.	well and faithfully serve the
                                         Employer, and act honestly and in good faith in the best interests of the Employer;



 


		ii.	devote all of the Executive’s
                                         business time, attention and abilities, and provide his best efforts, expertise, skills
                                         and talents, to the business of the Employer, except as provided in Section 2(b);



 


		iii.	adhere to all generally applicable
                                         written policies of the Employer, and obey and observe to the best of the Executive’s
                                         abilities all lawful orders and directives, whether verbal or written, of the Board;



 


		iv.	act lawfully and professionally, and exercise the degree of
                                         care, diligence and skill that a chief executive officer would exercise in comparable
                                         circumstances; and



 


		v.	to the best of the Executive’s abilities perform the
                                         duties and exercise the responsibilities required of the Executive under this Agreement.



 


		2.	PRIOR
                                         COMMITMENTS AND OUTSIDE ACTIVITIES



 


		a.	The Executive represents and warrants to the Employer that
                                         the Executive has no existing common law, contractual or statutory obligations to his
                                         former employer or to any other person that will conflict with the Executive’s
                                         duties and responsibilities under this Agreement.



 


		b.	During the term of this Agreement, the Executive will not
                                         be engaged directly or indirectly in any outside business activities, whether for profit
                                         or not-for-profit, as principal, partner, director, officer, active shareholder, advisor,
                                         employee or otherwise, without first having obtained the written permission of the Employer.
                                         Subject to any conflict and the needs of the Employer, the Employer consents to the Executives’
                                         board appointments as listed in Appendix “B”.



 




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		3.	POLICIES



 


		a.	The Executive agrees to comply with all generally applicable
                                         written policies applying to the Employer’s staff that may reasonably be issued
                                         by the Employer from time to time. The Executive agrees that the introduction, amendment
                                         and administration of such generally applicable written policies are within the sole
                                         discretion of the Employer. If the Employer introduces, amends or deletes such generally
                                         applicable written policies, such introduction, deletion or amendment will not constitute
                                         a constructive dismissal or breach of this Agreement. If there is a direct conflict between
                                         this Agreement and any such policy, this Agreement will prevail to the extent of the
                                         inconsistency.



 


		4.	SIGN-ON GRANT



 


		a.	Subject to any applicable blackout periods pertaining to trading
                                         in common shares of the Employer by “Insiders” (as defined under applicable
                                         securities laws and regulations), the Executive will receive a USD$5,000,000 sign-on
                                         grant upon the later of the Commencement Date and the lifting of the applicable blackout
                                         period, comprised as follows:



 


		i.	50%
                                         of the Sign-On Grant will be provided to the Executive
                                         through a grant of stock options, which will vest at a rate of 20% per year, starting
                                         on the first anniversary of the grant date, with a term often years (the “SOG
                                         Options”); and



 


		ii.	50%
                                         of the Sign-On Grant will be provided to the Executive
                                         through a grant of performance share units, which will become eligible for vesting at
                                         a rate of 25% per year starting on the second anniversary of the grant date, with the
                                         actual number of units to vest to be determined based on achievement of pre-established
                                         performance criteria (the “SOG PSUs”), including:



 


		(1)	The actual number of units to vest will be determined by the
                                         Board of Directors of the Employer based on absolute Total Shareholder Return (“TSR”)
                                         performance over the applicable rolling two, three, four and five year periods.



For example:


 


	 	 	TSR	 	 	PSU Payout % *	 
	 	 	(CAGR)	 	 	(% of target units)	 
	 	 	 	 	 	 	 
	Threshold	 	 	5	 	 	 	0	%
	 	 	 	 	 	 	 	 	 
	Tare	 	 	15	%	 	 	100	%
	 	 	 	 	 	 	 	 	 
	Maximum	 	 	20	%	 	 	200	%



 *
Results interpolated between the points





CAGR = Compound Annual Growth Rate


 


		(2)	The TSR measure
                                         under the SOG PSUs reflects the compound annual return over the applicable performance
                                         period using values at the beginning and end of the performance period based on the prior
                                         20-trading day average and based on reinvestment of any dividends paid on the common
                                         shares during the period into additional common shares.



 




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		(3)	Consideration
                                         will be given to enhancing the vesting from prior tranches based on subsequent performance
                                         experienced for later tranches.



 


		(4)	If the Executive
                                         becomes a Canadian tax filer, the SOG PSUs may be provided in the form of performance
                                         deferred share units (“PDSUs”) to avoid adverse tax treatment. The
                                         PDSUs will defer payment (and taxes) until the Executive leaves the Employer (assuming
                                         units have vested in accordance with the provisions set out above).



 


		5.	COMPENSATION



 


		a.	Upon
                                         the Commencement Date, and continuing during the Term, the Executive will earn the following
                                         annual compensation, less applicable statutory and regular payroll deductions and withholdings:



 


	Compensation	 	
	Element	 	$US
	 	 	 
	Annual Base Salary	 	$1,000,000 (the
    “Base Salary”)
	 	 	 
	Annual Short-Term Incentive	 	100% of Base salary at Target (the
        “STI Bonus”)

        (0% - 200%) of Base Salary based on
        actual         performance)

	 	 	 
	Annual Long-Term Incentive Grant	 	250% of
    Base Salary at Target (the “LTI Grant”)
	 	 	 
	Target Total Direct Compensation	 	$54,500,000


 


		b.	For 2014, the Executive will
                                         earn the Base Salary, at target STI Bonus and at target LTI Grant, commencing on the
                                         Commencement Date, prorated to the length of service within 2014.



 


		c.	The structure of the STI Bonus
                                         and LTI Grant will be consistent with those granted to the Employer’s other executives,
                                         and is subject to amendments from time to time by the Employer. Currently, LTI grants
                                         for executives are provided as follows:



 


		i.	33% in stock options, with a ten-year
                                         term, vesting in equal one-third parts after the first, second and third anniversaries
                                         of the grant date;



 


		ii.	33% in restricted share units, with cliff vesting on the third
                                         anniversary of the grant date.



 


		iii.	33% in performance share units,
                                         vesting on the third anniversary of the grant date based on meeting pre-established performance
                                         criteria (currently based on EBITDA and ROIC targets), with the number of share units
                                         that ultimately vest ranging from 0% to 200% of target based on actual performance.



 




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		d.	The specific terms and conditions for the LTI Grant (including
                                         but not limited to the provisions upon termination of employment) will be based on the
                                         relevant plan documents and may be subject to amendments from time to time by the Employer.
                                         As an exception, notwithstanding provisions to the contrary in the plan documents, any
                                         accelerated vesting upon a Change of Control will require both a Change of Control and
                                         the termination of employment without Cause or for Good Reason (i.e. acceleration will
                                         require a double-trigger).



 


		e.	Notwithstanding any other provisions in this Agreement to
                                         the contrary, the Executive will be subject to any clawback/recoupment policy of the
                                         Employer in effect from time-to-time, allowing the recovery of incentive compensation
                                         previously paid or payable to the Executive in cases of misconduct or material financial
                                         restatement, whether pursuant to the requirements of Dodd-Frank Wall Street Reform and
                                         the Consumer Protection Act, the listing requirements of any national securities
                                         exchange on which common stock of the Employer is listed, or otherwise.



 


		6.	BENEFITS



 


		a.	The Executive will be eligible to participate in the Employer’s
                                         US group benefit plans, subject to the terms and conditions of said plans and the applicable
                                         policies of the Employer and applicable benefits providers. Subject to the Executive’s
                                         eligibility, such benefits will include, without limitation, United States medical coverage
                                         satisfying the minimum essential coverage requirements under the United States Patient
                                         Protection and Affordable Care Act, short-term and long-term disability coverage,
                                         and term life insurance with a death benefit equal to USD$2,000,000.



 


		b.	The liability of the Employer with respect to the Executive’s
                                         employment benefits is limited to the premiums or portions of the premiums the Employer
                                         regularly pays on behalf of the Executive in connection with said employee benefits.
                                         The Executive agrees that the Employer is not, and will not be deemed to be, the insurer
                                         and, for greater certainty, the Executive will not be liable for any decision of a third-party
                                         benefits provider or insurer, including any decision to deny coverage or any other decision
                                         that affects the Executive’s benefits or insurance.



 


		c.	The Employer will reimburse the Executive for up to $45,000
                                         in 2014, and up to $10,000 per annum thereafter, for expenses related to professional
                                         advice concerning the completion of the Employment Agreement, and tax planning and compliance.
                                         Reimbursement for such professional advice will be reported as a taxable benefit.



 


		d.	The Executive will be eligible for relocation assistance in
                                         accordance with the Employer’s policies in effect from time to time.



 


		e.	The Executive will not be eligible to participate in any savings
                                         matching or retirement contribution program offered by the Employer, including the Employer’s
                                         “10-10” Plan; provided, however, the Executive will be eligible to contribute
                                         to the Employer’s US-based 401(k) savings plan pursuant to the terms of that plan,
                                         provided that the Employer will not pay any contributions to or on behalf of the Executive.



 




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		7.	EXPENSES



 


		a.	The Employer will reimburse the Executive, in accordance with
                                         the Employer’s policies, for all authorized travel and other out-of-pocket expenses
                                         actually and properly incurred by the Executive in the course of carrying out the Executive’s
                                         duties and responsibilities under this Agreement.



 


		8.	HOURS OF WORK AND OVERTIME



 


		a.	Given the management nature of the Executive’s position,
                                         the Executive is required to work additional hours from time to time, and is not eligible
                                         for overtime pay. The Executive acknowledges and agrees that the compensation provided
                                         under this Agreement represents full compensation for all of the Executive’s working
                                         hours and services, including overtime.



 


		9.	VACATION



 


		a.	The Executive will earn up to
                                         five (5) weeks of paid vacation per annum, pro-rated for any partial year of employment.



 


		b.	The Executive will take his vacation subject to business needs,
                                         and in accordance with the Employer’s vacation policy in effect from time to time.



 


		c.	Annual vacation must be taken, and may not be accrued, deferred
                                         or banked without the Board’s written approval.



 


		10.	INDEMNITY AND CHANGE OF CONTROL



 


		a.	In consideration of the Executive’s employment by the
                                         Employer, the Executive and the Employer hereby agree to enter into and execute contemporaneously
                                         with this Agreement:



 


		i.	the indemnity
                                         agreement in Appendix “C” to this Agreement (the “Indemnity
                                         Agreement”); and



 


		ii.	the change of
                                         control agreement in Appendix “D” to this Agreement (the “Change
                                         of Control Agreement”).



 


		11.	TERMINATION OF EMPLOYMENT



 


		a.	Termination
                                         for cause: The Employer may terminate the Executive’s employment at any time
                                         for Cause, without notice or any payment in lieu thereof. In this Agreement, “Cause”
                                         means:



 


		i.	the Executive’s
                                         charge or conviction of a criminal offence that (1) involves moral turpitude, or (2)
                                         may have the effect of materially injuring the reputation, business or business relationships
                                         of the Employer; or



 


		ii.	any act, omission,
                                         or behaviour of the Executive that constitutes cause for dismissal at common law.



 


In the event of termination for
Cause, all unvested stock options granted to the Executive pursuant to the terms of the Stock Option Plan of the Employer adopted
by the Board of Directors as of July 31, 1997 and amended and re-stated as of April 13, 2007 (the “Option Plan”),
and all SOG Options issued under the Sign-On Grant, will immediately be void on the date the Employer notifies the Executive of
such termination. The Executive will have 30 days from the date of termination to exercise any options which have vested prior
to the date of termination, subject to the terms and conditions of the Option Plan and the applicable individual option agreements.


 




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In the event of termination for
Cause, the rights of the Executive with respect to any performance share units (“PSUs”) and restricted share units
(“RSUs”) granted pursuant to the Employer’s Performance Share Unit Plan (the “PSU
Plan”) and Restricted Share Unit Plan (the “RSU Plan”), respectively, and pursuant to any and all PSU and RSU
grant agreements, respectively, and all SOG PSUs granted under the Sign-On Grant, will be governed pursuant to the PSU Plan and
RSU Plan, respectively.


 


		b.	Termination
                                         for Good Reason: The Executive may terminate his employment with the Employer for
                                         Good Reason and, in the event of Good Reason, will receive pay and benefits as if terminated
                                         by the Employer without Cause under Section 11 c., below. In this Agreement, “Good
                                         Reason” means (i) the Executive not being elected or re-elected to the Board,
                                         or (ii) a material adverse change by the Employer, without the Executive’s consent,
                                         to the Executive’s position, authority, duties, responsibilities, Base Salary or
                                         the potential incentive bonus the Executive is eligible to earn, but does not include
                                         (1) a change in the Executive’s duties and/or responsibilities arising from a change
                                         in the scope or nature of the Employer’s business operations, provided such change
                                         does not adversely affect the Executive’s position or authority as the senior-most
                                         executive of the Employer with all employees either reporting directly, or indirectly
                                         through others, to the Executive, or (2) the inability or failure of the Executive to
                                         obtain a Work Authorization, or (3) an isolated or inadvertent action which is remedied
                                         by the Employer promptly after receipt of written notice thereof given by the Executive.



 


		c.	Termination
                                         without Cause: The Employer may terminate the Executive’s employment at any
                                         time, without Cause by providing the Executive with the following:



 


		i.	During the first twelve (12) months of the Term:



 


		(1)	one (1) year’s
                                         Base Salary plus one (1) year’s at-target STI Bonus;



 


		(2)	all unvested
                                         SOG Options and SOG PSUs held by the Executive will be null and void upon delivery of
                                         notice of termination;



 


		(3)	continuation
                                         of all applicable PSU and RSU rights held by the Executive in accordance with the applicable
                                         PSU and RSU grant agreements, and the terms and conditions of the respective PSU Plan
                                         and RSU Plan;



 


		(4)	immediate accelerated
                                         vesting of all unvested stock options other than the SOG Options, with the Executive
                                         having 90 days from the date of termination to exercise such options, subject to the
                                         terms and conditions of the Option Plan and the applicable individual option agreements;
                                         and



 


		(5)	continued extended
                                         health and dental benefits coverage until the earlier of the first anniversary of the
                                         termination of the Executive’s employment or the date on which the Executive begins
                                         new full-time employment.



 


		ii.	After the first
                                         twelve (12) months of the Term but prior to the expiry of 36 months of the Term:



 




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		(1)	two (2) years’
                                         Base Salary plus two (2) years’ at-target STI Bonus;



 


		(2)	all unvested
                                         SOG Options and SOG PSUs held by the Executive will be null and void upon delivery of notice
                                         of termination;



 


		(3)	continuation
                                         of all applicable PSU and RSU rights held by the Executive in accordance with the applicable
                                         PSU and RSU grant agreements, and the terms and conditions of the respective PSU Plan
                                         and RSU Plan;



 


		(4)	immediate accelerated
                                         vesting of all unvested stock options other than the SOG Options, with the Executive
                                         having 90 days from the date of termination to exercise such options, subject to the
                                         terms and conditions of the Option Plan and the applicable individual option agreements;
                                         and



 


		(5)	continued extended
                                         health and dental benefits coverage until the earlier of the first anniversary of the
                                         termination of the Executive’s employment or the date on which the Executive begins
                                         new full-time employment.



 


		iii.	After the first
                                         36 months of the Term:



 


		(1)	two (2) years’
                                         Base Salary plus two (2) years’ at-target STI Bonus;



 


		(2)	continuation
                                         of all applicable PSU, RSU and SOG PSU rights held by the Executive in accordance with
                                         the applicable PSU and RSU grant agreements and the Sign-on Grant, and the terms and
                                         conditions of the respective PSU Plan and RSU Plan;



 


		(3)	immediate
                                         accelerated vesting of all unvested stock options and SOG Options, with the Executive
                                         having 90 days from the date of termination to exercise
                                         such options, subject to the terms and conditions of the Option Plan, the applicable
                                         individual option agreements and the Sign-on Grant; and



 


		(4)	continued extended
                                         health and dental benefits coverage until the earlier of the first anniversary of the
                                         termination of the Executive’s employment or the date on which the Executive begins
                                         new full-time employment.



 


		iv.	In the event
                                         of payment of any Base Salary and STI Bonus to the Executive in lieu of working notice,
                                         payment will be made within thirty (30) days of termination of the Executive’s
                                         employment.



 


		d.	Resignation:
                                         The Executive may terminate his employment with the Employer at any time by providing
                                         the Employer with three (3) months’ notice in writing to that effect. If the Executive
                                         provides the Employer with written notice under this Section, the Employer may waive
                                         such notice, in whole or in part, in which case the Employer will pay the Executive the
                                         Base Salary only for the amount of time remaining in that notice period and the Executive’s
                                         employment will terminate on the earlier date specified by the Employer without any further
                                         compensation.



 


In the event of termination by the Executive
as provided in this section, all unvested stock options and SOG Options held by the Executive will immediately be void on the
termination date of the Executive’s employment, with the Executive having 90 days from said date to exercise any vested
stock options and SOG Options held by the Executive. The rights of the Executive with respect to any PSUs, RSUs or SOG PSUs will
be as set forth in the PSU Plan and RSU Plan with respect to termination by the Executive.


 






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		e.	Retirement:
                                         In the event of the Executive’s retirement, all unvested stock options and SOG
                                         Options will continue to vest according to their initial grant schedules and will remain
                                         exercisable up to the earlier of the original grant expiry date and the third anniversary
                                         of the date of retirement.



 





RSUs, PSUs and SOG PSUs will continue
to vest and be paid in accordance with the original grant schedule applicable thereto.


 


Notwithstanding
the foregoing, or any term or right in the Option Plan, the PSU Plan and/or the RSU Plan, the Executive will not be entitled to
exercise or receive any retirement-related benefits or rights if the Executive terminates his employment
within five (5) years from the Commencement Date.


 


		f.	Termination
                                         Without Cause or Good Reason Following Change of Control: In the event of termination
                                         without Cause or Good Reason within one (1) year of a change of control of the Employer,
                                         the Executive will have the rights set forth in the Change of Control Agreement attached
                                         as Appendix “D” hereto.



 


		g.	Deductions
                                         and withholdings: All payments under this Section are subject to applicable statutory
                                         and regular payroll deductions and withholdings in Canada and the US as applicable.



 


		h.	Terms of
                                         Payment upon Termination: Upon termination of the Executive’s employment, for any
                                         reason:



 


		i.	Subject to Section
                                         11 c. iv., the Employer will pay the Executive all earned and unpaid Base Salary, vacation
                                         pay, short- and long-term incentive awards, and up to and including the Executive’s last
                                         day of active employment with the Employer (the “Termination Date”).



 


		ii.	In the event
                                         of resignation by the Executive or termination of the Executive’s employment for Cause,
                                         no incentive or bonus payment will be payable to the Executive; and



 


		iii.	On the Termination
                                         Date, or as otherwise directed by the Board, the Executive will immediately deliver to
                                         the Employer all files, computer disks, Confidential Information, information and documents
                                         pertaining to the Employer’s Business, and all other property of the Employer that is
                                         in the Executive’s possession or control, without making or retaining any copy, duplication
                                         or reproduction of such files, computer disks, Confidential Information, information
                                         or documents without the Employer’s express written consent.



 


		i.	Other than as
                                         expressly provided herein, the Executive will not be entitled to receive any further
                                         payor compensation, severance pay, notice, payment in lieu of notice, incentives, bonuses,
                                         benefits, rights and damages of any kind.



 


		j.	Notwithstanding
                                         any changes in the terms and conditions of the Executive’s employment which may occur
                                         in the future, including any changes in position, duties or compensation, the termination
                                         provisions in this Agreement will continue to be in effect for the duration of the Executive
                                         employment with the Employer unless otherwise amended in writing and signed by the Employer.



 




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		k.	Agreement
                                         authorizing payroll deductions: If, on the date the employment relationship ends,
                                         regardless of the reason, the Executive owes the Employer any money (whether pursuant
                                         to an advance, overpayment, debt, error in payment, or any other reason), the Executive
                                         hereby authorizes the Employer to deduct any such debt amount from the Executive’s salary,
                                         severance or any other payment due to the Executive. Any remaining debt will be immediately
                                         payable to the Employer and the Executive agrees to satisfy such debt within 14 days
                                         of the Termination Date or any demand for repayment.



 


		12.	SHARE OWNERSHIP & HOLDING
                                         REQUIREMENTS



 


		a.	The Executive
                                         will be subject to the Employer’s share ownership guideline policy, as amended from time
                                         to time, with a share ownership guideline initially set at five times Base Salary to
                                         be obtained within five years of the Commencement Date.



 


		b.	The Executive
                                         will be required to hold a portion of the after-tax value of payout/gains from the annual
                                         long-term incentive program and Sign-On Grant in common shares of the Employer: 100%
                                         of after-tax value from payouts/gains is to be held in common shares until ownership
                                         guidelines are met; thereafter, 50% of after-tax value of each such payout/gain is to
                                         be held for a period of at least two years following the applicable payout date.



 


		c.	In addition,
                                         the Executive will be required to hold the common shares previously awarded to the Executive
                                         by the Employer, equal to one times the Base Salary and STI Bonus paid in the previous
                                         year, for a period of at least one year after the Termination Date.



 


		13.	CONFIDENTIAL INFORMATION



 


		a.	In this Agreement
                                         “Confidential Information” means information proprietary to the Employer that
                                         is not publically known or available, including but not limited to personnel information,
                                         customer information, supplier information, contractor information, pricing information,
                                         financial information, marketing information, business opportunities, technology, research
                                         and development, manufacturing and information relating to intellectual property, owned,
                                         licensed, or used by the Employer or in which the Employer otherwise has an interest,
                                         and includes Confidential Information created by the Executive in the course of his employment,
                                         jointly or alone. The Executive acknowledges that the Confidential Information is the
                                         exclusive property of the Employer.



 


		b.	The Executive
                                         agrees at all times during the Term and after the Term, to hold the Confidential Information
                                         in strictest confidence and not to disclose it to any person or entity without written
                                         authorization from the Employer and the Executive agrees not to copy or remove it from
                                         the Employer’s premises except in pursuit of the Employer’s business, or to use or attempt
                                         to use it for any purpose other than the performance of the Executive’s duties on behalf
                                         of the Employer.



 


		c.	The Executive
                                         agrees, at all times during and after the Term, not use or take advantage of the Confidential
                                         Information for creating, maintaining or marketing, or aiding in the creation, maintenance,
                                         marketing or selling, of any products and/or services which are competitive with the
                                         products and services of the Employer.



 


		d.	Upon the request
                                         of the Employer, and in any event upon the termination of the Executive’s employment
                                         with the Employer, the Executive will immediately return to the Employer all materials,
                                         including all copies in whatever form containing the Confidential Information which are
                                         within the Executive’s possession or control.



 




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		14.	INVENTIONS



 


		a.	In this Agreement,
                                         “Invention” means any invention, improvement, method, process, advertisement,
                                         concept, system, apparatus, design or computer program or software, system or database.



 


		b.	The Executive acknowledges and agrees that every Invention
                                         which the Executive may, at any time during the terms of his employment with the Employer
                                         or its affiliates, make, devise or conceive, individually or jointly with others, whether
                                         during the Employer’s business hours or otherwise, and which relates in any manner to
                                         the Employer’s business will belong to, and be the exclusive property of the Employer,
                                         and the Executive will make full and prompt disclosure to the Employer of every such
                                         Invention. The Executive hereby irrevocably waives all moral rights that the Executive
                                         may have in every such Invention.



 


		c.	The Executive undertakes to assign to the Employer, or its
                                         nominee, every such Invention and to execute all assignments or other instruments and
                                         to do any other things necessary and proper to confirm the Employer’s right and title
                                         in and to every such Invention. The Executive further undertakes to perform all proper
                                         acts within his power necessary or desired by the Employer to obtain letters patent in
                                         the name of the Employer and at the Employer’s expense for every such Invention in whatever
                                         countries the Employer may desire, without payment by the Employer to the Executive of
                                         any royalty, license fee, price or additional compensation.



 


		15.	NON-SOLICITATION



 


		a.	The Executive acknowledges that in the course of the Executive’s
                                         employment with the Employer the Executive will develop close relationships with the
                                         Employer’s clients, customers and employees, and that the Employer’s goodwill depends
                                         on the development and maintenance of such relationships. The Executive acknowledges
                                         that the preservation of the Employer’s goodwill and the protection of its relationships
                                         with its customers and employees are proprietary rights that the Employer is entitled
                                         to protect.



 


		b.	The Executive will not during the Applicable Period, whether
                                         individually or in partnership or jointly or in conjunction with any person or persons,
                                         as principal, agent, shareholder, director, officer, employee or in any other manner
                                         whatsoever:



 


		i.	solicit
                                         any client or customer of the Employer with whom the Executive dealt during the twelve
                                         (12) months immediately prior to the termination of the Executive’s employment with the
                                         Employer (however caused); or



 


		ii.	seek in any way to solicit, persuade or entice, or attempt
                                         to solicit, persuade or entice any employee of the Employer, to leave his or her employment
                                         with the Employer,



 


The “Applicable Period”
means (A) if termination occurs during the Executive’s first year of employment, a period of twelve (12) months following
termination, regardless of the reason for such termination or the party effecting it, or (B) if termination occurs after the Executive’s
first year of employment, a period of twenty-four (24) months following termination, regardless of the reason for such termination
or the party effecting it.


 




    Page 11 of 36


     

    

  


		16.	NON-COMPETITION



 


		a.	The Executive agrees that, without the prior written consent
                                         of the Employer, the Executive will not carry on, be engaged in, or be concerned with
                                         or interested in or advise, lend money to, guarantee the debts or obligations of, or
                                         permit the Executive’s name or any part thereof to be used or employed in a business
                                         which is the same as or competitive with the business of the Employer in the area of
                                         facilitating the exchange of industrial equipment, or in the area of the buying, selling
                                         or auctioning of industrial equipment, either individually or in partnership or jointly
                                         or in conjunction with any person as principal, agent, employee, officer or shareholder. The foregoing restriction will be in effect for a period
of:



 


		i.	twelve (12) months
                                         following the termination of the Executive’s employment for any reason other than by
                                         the Employer without Cause or by the Executive for Good Reason, and regardless of the
                                         reason for such termination or the party effecting it; and



 


		ii.	the
                                         greater of (A) twelve (12) months, or (B) the period for which Base Salary is paid following
                                         the termination of the Executive’s employment by the Employer without Cause or termination
                                         by the Executive for Good Reason, regardless of the reason for such termination or the
                                         party effecting it,



 


within the geographical area of Canada and the United
States.


 


		17.	REMEDIES FOR BREACH
                                         OF RESTRICTIVE COVENANTS



 


		a.	The Executive
                                         acknowledges that the restrictions contained in Sections 11 g. iii., 12, 13, 14, 15 and
                                         16 of this Agreement are, in view of the nature of the Employer’s business, reasonable
                                         and necessary in order to protect the legitimate interests of the Employer and that any
                                         violation of those Sections would result in irreparable injuries and harm to the Employer,
                                         and that damages alone would be an inadequate remedy.



 


		b.	The Executive
                                         hereby agrees that the Employer will be entitled to the remedies of injunction, specific
                                         performance and other equitable relief to prevent a breach or recurrence of a breach
                                         of this Agreement and that the Employer will be entitled to its reasonable legal costs
                                         and expenses, on a solicitor and client basis, incurred in properly enforcing a provision
                                         of this Agreement.



 


		c.	Nothing contained
                                         herein will be construed as a waiver of any of the rights that the Employer may have
                                         for damages or otherwise.



 


		d.	The Executive
                                         and the Employer expressly agree that the provisions of Sections 11 g. iii., 12, 13,
                                         14, 15, 16, and 23 of this Agreement will survive the termination of the Executive’s
                                         employment for any reason.



 


		18.	GOVERNING LAW



 


		a.	This Agreement
                                         will be governed by the laws of British Columbia.



 


		19.	SEVERABILITY



 


		a.	All sections,
                                         paragraphs and covenants contained in this Agreement are severable, and in the event
                                         that any of them will be held to be invalid, unenforceable or void by a court of a competent
                                         jurisdiction, such sections, paragraphs or covenants will be severed and the remainder
                                         of this Agreement will remain in full force and effect.



 




    Page 12 of 36


     

    

  


		20.	ENTIRE AGREEMENT



 


		a.	This Agreement,
                                         the Appendices, and any other documents referenced herein, contains the complete agreement
                                         concerning the Executive’s employment by the Employer and will, as of the date it is
                                         executed, supersede any and all other employment agreements between the parties.



 


		b.	The parties
                                         agree that there are no other contracts or agreements between them, and that neither
                                         of them has made any representations, including but not limited to negligent misrepresentations,
                                         to the other except such representations as are specifically set forth in this Agreement,
                                         and that any statements or representations that may previously have been made by either
                                         of them to the other have not been relied on in connection with the execution of this
                                         Agreement and are of no effect.



 


		c.	No waiver, amendment
                                         or modification of this Agreement or any covenant, condition or restriction herein contained
                                         will be valid unless executed in writing by the party to be charged therewith, with the
                                         exception of those modifications expressly permitted within this Agreement. Should the
                                         parties agree to waive, amend or modify any provision of this Agreement, such waiver,
                                         amendment or modification will not affect the enforceability of any other provision of
                                         this Agreement.



 


		21.	CONSIDERATION



 


		a.	The parties
                                         acknowledge and agree that this Agreement has been executed by each of them in consideration
                                         of the mutual premises and covenants contained in this Agreement and for other good and
                                         valuable consideration, the receipt and sufficiency of which is acknowledged. The parties
                                         hereby waive any and all defences relating to an alleged failure or lack of consideration
                                         in connection with this Agreement.



 


		22.	INTERPRETATION



 


		a.	Headings are
                                         included in this Agreement for convenience of reference only and do not form part of
                                         this Agreement.



 


		b.	In the event
                                         that this Agreement provides a lesser benefit to the Executive than the minimum standard
                                         contained in any applicable legislation, the minimum standard contained in such legislation
                                         will prevail to the extent of the inconsistency.



 


		23.	DISPUTE RESOLUTION



 


In the event of a dispute arising out of
or in connection with this Agreement, or in respect of any legal relationship associated with it or from it, which does not
involve the Employer seeking a court injunction or other injunctive or equitable relief to protect its business, confidential
information or intellectual property, that dispute will be resolved in strict confidence as follows:


 


		a.	Amicable Negotiation
                                         – The parties agree that, both during and after the performance of their responsibilities
                                         under this Agreement, each of them will make bona fide efforts to resolve any disputes
                                         arising between them via amicable negotiations;



 




    Page 13 of 36


     

    

  


		b.	Mediation -
                                         If the parties are unable to negotiate resolution of a dispute, either party may refer
                                         the dispute to mediation by providing written notice to the other party. If the parties
                                         cannot agree on a mediator within thirty (30) days of receipt of the notice to mediate,
                                         then either party may make application to the British Columbia Arbitration and Mediation
                                         Society to have one appointed. The mediation will be held in Vancouver, British Columbia,
                                         in accordance with the British Columbia International Commercial Arbitration Centre’s
                                         (the “BCICAC”) Commercial Mediation Rules, and each party will bear
                                         its own costs, including one-half share of the mediator’s fees.



 


		c.	Arbitration
                                         - If, after mediation, the parties have been unable to resolve a dispute and the mediator
                                         has been inactive for more than 90 days, or such other period agreed to in writing by
                                         the parties, either party may refer the dispute for final and binding arbitration by
                                         providing written notice to the other party. If the parties cannot agree on an arbitrator
                                         within thirty (30) days of receipt of the notice to arbitrate, then either party may make
                                         application to the British Columbia Arbitration and Mediation Society to appoint one.
                                         The arbitration will be held in Vancouver, British Columbia, in accordance with the BCICAC’s
                                         Shorter Rules for Domestic Commercial Arbitration, and each party will bear its own costs,
                                         including one-half share of the arbitrator’s fees.



 


		24.	ENUREMENT



 


		a.	The provisions
                                         of this Agreement will enure to the benefit of and be binding upon the parties, their
                                         heirs, executors, personal legal representatives and permitted assigns, and related companies.



 


		b.	This Agreement
                                         may be assigned by the Employer upon mutual agreement with the Executive.



This Agreement will not be assigned by the Executive.


 


		25.	EFFECT OF SECTION 409A



 


		a.	Payments
                                         and benefits provided under or referenced in this Agreement are intended to be designed
                                         in such a manner that they are either exempt from the application of, or comply with,
                                         the requirements of, Section 409A of the U.S. Internal Revenue Code and the regulations
                                         issued thereunder (collectively, as in effect from time to time, “Section 409A”)
                                         and shall be construed, administered and interpreted in accordance with such intention.
                                         If, as of the date of the Executive’s termination,
                                         the Executive is a “specified employee” within the meaning of Section 409A,
                                         then to the extent necessary to comply with Section 409A and to avoid the imposition
                                         of taxes and/or penalties under Section 409A, payment to the Executive of any amount
                                         or benefit under this Agreement or any other Employer plan, program or agreement that
                                         constitutes “nonqualified deferred compensation” under Section 409A and which
                                         under the terms of this Agreement or any other Employer plan, program or arrangement
                                         would otherwise be payable as a result of and within six (6) months following such termination
                                         shall be delayed, as provided under current regulatory requirements under Section 409A,
                                         until the earlier of (i) five (5) days after the Employer receives notification of the
                                         Executive’s death or (ii) the first business day of the seventh month following the date
                                         of the Executive’s termination.



 


		b.	Any payment
                                         or benefit under this Agreement or any other Employer plan, program or agreement that
                                         constitutes nonqualified deferred compensation and that is payable upon a termination
                                         of the Executive’s employment shall only be paid or provided to the Executive upon a
                                         “separation from service”. If the Executive or the Employer determine that
                                         any payment, benefit, distribution, deferral election, or any other action or arrangement
                                         contemplated by the provisions of this Agreement or any other Employer plan, program
                                         or agreement would, if undertaken or implemented, cause the Executive to become subject
                                         to taxes and/or penalties under Section 409A, then such payment, benefit, distribution,
                                         deferral election or other action or arrangement shall not be given effect to the extent
                                         it causes such result and the related provisions of this Agreement or other Employer
                                         plan, program or agreement will be deemed modified in order to provide the Executive
                                         with the intended economic benefit and comply with the requirements of Section 409A.



 




    Page 14 of 36


     

    

  





	Dated
    at Vancouver, British Columbia, this 16th day of June, 2014.


 


	Signed, Sealed and Delivered
    by	)	 
	RAVICHANDRA K. SALIGRAM in the	)	 
	presence of:	)	 
	 	)	 
	 /s/
    Bev Briscoe	)	/s/ Ravichandra K. Saligram
	Name  BEV BRISCOE	)	RAVICHANDRA K. SALIGRAM
	 	)	 
	835 granville
    St.	)	 
	Address	)	 
	 	)	 
	Vancouver, BC V67 1K7	)	 
	 	)	 
	 	)	 
	Director	)	 
	Occupation	)	 


 


	RITCHIE BROS. AUCTIONEERS (CANADA)
    LTD.	 
	 	 
	Per:	 	 
	 	Authorized Signatory 	 


 




    Page 15 of 36


     

    

  


APPENDIX “A”


 


JOB DESCRIPTION


 





	Title:	Chief Executive Officer 
	Reports to:	Board of Directors (“Board”)
	Based at:	Corporate Head Office - Burnaby, BC, Canada




 


Authorities, Duties and Responsibilities:


 


		A.	Principal
                                         Place of Employment



 


The Executive’s employment will be based in the Employer’s
head office, in Burnaby, BC, Canada.


 


		B.	Key
                                         Functions



 


		1.	Develop, in consultation
                                         with the Board of Directors, a clear corporate direction and goals and the high level
                                         strategies to be used to achieve these goals, to maximize the long-term value of Ritchie
                                         Bros. Auctioneers Incorporated (“Ritchie Bros.”). These goals and strategies
                                         will be adopted by Ritchie Bros. upon approval by the Board.



 


		2.	Prepare a comprehensive
                                         business plan that will achieve the goals consistent with the agreed strategies and goals.



 


		3.	Submit timely operating
                                         and capital expenditure budgets for consideration by the Board, in conformance with the
                                         Board mandate.



 


		4.	Maintain a focus
                                         throughout the organization on the execution of, and adherence to, the strategy, business
                                         plan and budgets.



 


		5.	Ensure that critical
                                         market-facing functions, such as sales and marketing, operate at maximum effectiveness.



 


		6.	Consistent with
                                         the strategy, enable Ritchie Bros. to enter and successfully perform in new markets,
                                         channels, geographies and product/service areas.



 


		7.	Provide clear leadership to the organization, consistent with
                                         the Ritchie Bros. values, and instill a culture of accountability for results among management.



 


		8.	Monitor financial and operational results and report to the
                                         Board on the most relevant metrics and trends relative to the strategy, business plan
                                         and budgets.



 


		9.	At regular intervals, review the corporate direction and goals,
                                         high level strategies and business plan and report to the Board.



 


		C.	General
                                         Functions



 


		1.	Provide effective leadership to the management and the employees
                                         of Ritchie Bros. and establish and maintain an effective means of control and coordination
                                         for all business operations and activities.



 




    Page 16 of 36


     

    

  


		2.	Ensure compliance
                                         with the Ritchie Bros. Code of Business Conduct and Ethics and foster and maintain a
                                         corporate culture that promotes the Ritchie Bros. values and instills ethical practices,
                                         integrity and a positive, challenging and fun work climate, enabling Ritchie Bros. to
                                         attract, motivate and retain high quality employees.



 


		3.	Develop job descriptions,
                                         responsibilities and objectives for senior management, and instill a strong culture of
                                         accountability for results.



 


		4.	Develop and maintain
                                         a sound, effective organization structure, ensure effective employee training and development
                                         programs, and maintain talent development initiatives within the organization. Ensure
                                         a robust management succession plan exists in all critical levels of the organization.
                                         Report regularly to the Board on top organizational talent and succession plans.



 


		5.	Monitor, review
                                         and report regularly to the Board on the performance of key senior management personnel.



 


		6.	Foster a culture
                                         of clear direct communication within Ritchie Bros. so that goals, objectives, roles and
                                         responsibilities are understood, inter-functional cooperation is encouraged, and employee
                                         motivation is maximized.



 


		7.	Ensure compliance
                                         with all relevant laws, material rules and regulations in every jurisdiction within which
                                         Ritchie Bros. operates and report to the Board any relevant communications from external
                                         parties such as governments and competent authorities.



 


		8.	Ensure the adequate
                                         and efficient deployment of capital to grow Ritchie Bros.’ business and recommend alternative
                                         uses for any excess capital to the Board on a regular basis. Ensure that Ritchie Bros.’
                                         assets are adequately safeguarded and maintained.



 


		9.	Assess, in conjunction
                                         with key senior management, opportunities for acquisitions, strategic alliances, partnerships,
                                         or other business relationships that are consistent with the Ritchie Bros.’ strategy.



 


		10.	Regularly conduct
                                         a robust strategy development process, including identifying the key strengths, weaknesses,
                                         opportunities, and threats with respect to Ritchie Bros. and its markets.



 


		11.	Maintain a high
                                         personal visibility with Ritchie Bros.’ customers and employees.



 


		12.	Ensure that effective
                                         communication strategies and appropriate relationships are maintained with Ritchie Bros.’
                                         shareholders and other stakeholders.



 


		D.	Financial
                                         Reporting



 


		1.	Oversee the quality and timeliness of financial reporting.
                                         Report to the Board, in conjunction with the Chief Financial Officer, on the fairness
                                         and adequacy of Ritchie Bros.’ financial reporting to regulators, shareholders and other
                                         relevant constituencies, and on all other relevant regulatory filings and requirements
                                         as necessary.



 


		2.	Ensure, in conjunction with the Chief Financial Officer,
                                         that Ritchie Bros.’ annual and interim filings are complete and accurate and in compliance
                                         with all applicable legal and regulatory requirements, and ensure Ritchie Bros. provides
                                         any related certifications required by applicable legislation or corporate governance
                                         rules to the appropriate authorities.



 




    Page 17 of 36


     

    

  


		3.	Ensure the appropriate design, implementation, maintenance
                                         and periodic assessment of internal controls, disclosure controls and procedures, are
                                         performed, in conjunction with the Chief Financial Officer. Such activities must be compliant
                                         with all relevant legal and regulatory requirements and applicable accounting standards.



 


		4.	Ensure Ritchie Bros. adheres
                                         to all applicable financial reporting laws and regulations, and the rules and requirements
                                         of any exchanges upon which Ritchie Bros.’ securities are listed, including those set
                                         out under Sarbanes Oxley legislation, the NYSE, the SEC, the TSX and applicable Canadian
                                         securities laws.



 




    Page 18 of 36


     

    

  


APPENDIX “B”


 


BOARD APPOINTMENTS


 


During the Term, the Employer agrees
that the Executive may continue to serve the following organizations in the applicable positions, provided such service does not
interfere with the Executive’s employment duties and responsibilities:


 


		1.	Church
                                         & Dwight Company, Inc. (NYSE) – Board Director;



 


		2.	PSAV (privately held) – Board Director;



 


		3.	National Retail Federation (Board and Executive Committee);
                                         and



 


		4.	Eisenhower Fellowships (not-for-profit) – Trustee.



 


For any other appointments, the Executive will first obtain
the agreement of the Board.


 




    Page 19 of 36


     

    

  


APPENDIX
“C”


 


INDEMNITY AGREEMENT


 


THIS AGREEMENT executed on the 16th day
of June, 2014.


 


BETWEEN:


 


RITCHIE BROS. AUCTIONEERS
INCORPORATED, a corporation amalgamated under the laws of Canada and having an office at 9500
Glenlyon Parkway, Burnaby, British Columbia, V5J 0C6


 


(the “Corporation”)


 


AND:


 


RAVICHANDRA K. SALIGRAM


 


(the “Indemnified Party”)


 


WHEREAS:


 


		A.	The Indemnified
                                         Party:



 


		(a)	is or has been
                                         a director or officer of the Corporation, or



 


		(b)	acts or has acted,
                                         at the Corporation’s request, as a director or officer of, or in a similar capacity for,
                                         an Interested Corporation (as defined herein);



 


		B.	The Corporation
                                         acknowledges that the Indemnified Party, by virtue of his acting as a director or officer
                                         of the Corporation or the Interested Corporation and in exercising business judgment,
                                         making decisions and taking actions in furtherance of the business and affairs of any
                                         such corporation or entity may attract personal liability;



 


		C.	The Indemnified
                                         Party has agreed to serve or to continue to serve as a director or officer of the Corporation
                                         or the Interested Corporation subject to the Corporation providing him with an indemnity
                                         against certain liabilities and expenses and, in order to induce the Indemnified Party
                                         to serve and to continue to so serve, the Corporation has agreed to provide the indemnity
                                         herein;



 


		D.	The Corporation
                                         considers it desirable and in the best interests of the Corporation to enter into this
                                         Agreement to set out the circumstances and manner in which the Indemnified Party may
                                         be indemnified in respect of certain liabilities and expenses which the Indemnified Party
                                         may incur or sustain as a result of the Indemnified Party so acting as a director or
                                         officer; and



 


		E.	The By-Laws of the
                                         Corporation contemplate that the Indemnified Party may be so indemnified.



 


THEREFORE THIS AGREEMENT WITNESSES that in
consideration of the Indemnified Party so agreeing to act and the mutual premises, promises and conditions herein (the receipt
and sufficiency of which is acknowledged by the Corporation), the parties agree as follows:


 




    Page 20 of 36


     

    

  


ARTICLE 1


DEFINITIONS AND INTERPRETATION


 


		1.1	Definitions



 


In this Agreement unless there is something in the subject
matter or context inconsistent therewith, the following capitalized words will have the following meanings:


 


		(a)	“CBCA”
                                         means the Canada Business Corporations Act as amended or re-enacted.



 


		(b)	“Claim”
                                         means any action, cause of action, suit, complaint, proceeding, arbitration, judgment,
                                         award, assessment, order, investigation, enquiry or hearing howsoever arising and whether
                                         arising in law, equity or under statute, rule or regulation or ordinance of any governmental
                                         or administrative body.



 


		(c)	“Interested
                                         Corporation” means any subsidiary of the Corporation or any other corporation, society,
                                         partnership, association, syndicate, joint venture or trust, whether incorporated or
                                         unincorporated, in which the Corporation is, was or may at any time become a shareholder,
                                         creditor, member, partner or other stakeholder.



 


		1.2	Interpretation



 


For the purposes of this Agreement, except as otherwise provided:


 


		(a)	“this Agreement”                                          means
                                                                                 this Indemnity Agreement as it may from time to time be supplemented or amended                                          and
                                                                                 in effect;



 


		(b)	all references
                                         in this Agreement to “Articles”, “Sections” and other subdivisions
                                         are to the designated Articles, Sections and other subdivisions of this Agreement;



 


		(c)	the words “herein”,
                                         “hereof”, “hereunder” and other words of similar import refer to this
                                         Agreement as a whole and not to any particular Article, Section or other subdivision;



 


		(d)	the headings
                                         are for convenience only and are not intended to interpret, define or limit the scope,
                                         extent or intent of this Agreement or any provision hereof;



 


		(e)	the
                                         singular of any term includes the plural, and vice versa, the use of any term is equally
                                         applicable to any gender and, where applicable, a body corporate, the word “or”
                                         is not exclusive and the word “including” is not limiting whether or not non-limiting
                                         language (such as “without limitation” or “but not limited to” or words
                                         of similar import) is used with reference thereto;



 


		(f)	where the time
                                         for doing an act falls or expires on a day other than a business day, the time for doing
                                         such act is extended to the next day which is a business day; and



 


		(g)	any
                                         reference to a statute is a reference to the applicable
                                         statute and to any regulations made pursuant thereto and includes all amendments made
                                         thereto and in force from time to time and any statute or regulation that has the effect
                                         of supplementing or superseding such statute or regulation.



 




    Page 21 of 36


     

    

  


ARTICLE 2


INDEMNITY


 


		2.1	Indemnities



 


		(a)	General Indemnity
                                         - Except as otherwise provided herein, the Corporation agrees to indemnify and save
                                         the Indemnified Party harmless, to the fullest extent permitted by law, including but
                                         not limited to that permitted under the CBCA, as the same exists on the date hereof or
                                         may hereafter be amended (but, in the case of such amendment, only to the extent that
                                         such amendment permits the Corporation to provide broader indemnification rights than
                                         permitted prior to such amendment) from and against any and all costs, charges, expenses,
                                         fees, losses, damages or liabilities (including legal or other professional fees), without
                                         limitation, and whether incurred alone or jointly with others, which the Indemnified
                                         Party may suffer, sustain, incur or be required to pay and which arise out of or in respect
                                         of any Claim which may be brought, commenced, made, prosecuted or threatened against
                                         the Indemnified Party, the Corporation, the Interested Corporation or any of the directors
                                         or officers of the Corporation or by reason of his acting or having acted as a director
                                         or officer of the Corporation or Interested Corporation and any act, deed, matter or
                                         thing done, made or permitted by the Indemnified Party or which the Indemnified Party
                                         failed or omitted to do arising out of, or in connection with the affairs of the Corporation
                                         or Interested Corporation or the exercise by the Indemnified Party of the powers or the
                                         performance of the Indemnified Party’s duties as a director or officer of the Corporation
                                         or the Interested Corporation including, without limitation, any and all costs, charges,
                                         expenses, fees, losses, damages or liabilities which the Indemnified Party may suffer,
                                         sustain or reasonably incur or be required to pay in connection with investigating, initiating,
                                         defending, appealing, preparing for, providing evidence in, instructing and receiving
                                         the advice of counsel or other professional advisor or otherwise, or any amount paid to
                                         settle any Claim or satisfy any judgment, fine or penalty, provided, however, that the
                                         indemnity provided for in this Section 2.1 will only be available if:



 


		(i)	the Indemnified
                                         Party acted honestly and in good faith with a view to the best interests of the Corporation
                                         or the Interested Corporation, as the case may be; and



 


		(ii)	in the case of
                                         a criminal or administrative action or proceeding that is enforced by a monetary penalty,
                                         the Indemnified Party had reasonable grounds for believing that his conduct was lawful.



 


		(b)	Indemnity
                                         in Derivative Claims etc. - in respect of any action by or on behalf of the Corporation
                                         or the Interested Corporation to procure a judgment in its favour against the Indemnified
                                         Party, in respect of which the Indemnified Party is made a party by reason of the Indemnified
                                         Party acting or having acted as a director or officer of or otherwise associated with
                                         the Corporation or the Interested Corporation, the Corporation will, with the approval
                                         of a court of competent jurisdiction, indemnify and save the Indemnified Party harmless
                                         against all costs, charges and expenses reasonably incurred by the Indemnified Party
                                         in connection with such action to the same extent as provided or in Section 2.1 provided
                                         the Indemnified Party fulfils the conditions set out in Section 2.1(a)(i) and 2.1(a)(ii)
                                         above.



 


		(c)	Indemnity
                                         as of Right - notwithstanding anything herein, the Corporation will indemnify and
                                         save the Indemnified Party harmless in respect of all costs, charges and expenses reasonably
                                         incurred by him in connection with the defence of any civil, criminal, administrative
                                         or investigative action or proceeding to which the Indemnified Party is subject because
                                         of his acting or having acted as a director or officer of or otherwise associated with
                                         the Corporation or the Interested Corporation, if the Indemnified Party:



 






    Page 22 of 36


     

    

 


		(i)	was not judged
                                         by a court of competent jurisdiction to have committed any fault or omitted to do anything
                                         that the individual ought to have done; and



 


		(ii)	fulfils the conditions
                                         set out in Section 2.l(a)(i) and 2:1(a)(ii) above.



 


		(d)	Incidental
                                         Expenses - except to the extent such costs, charges, expenses, fees or liabilities
                                         are paid by an Interested Corporation, the Corporation will pay or reimburse the Indemnified
                                         Party for reasonable travel, lodging or accommodation costs, charges or expenses paid
                                         or incurred by or on behalf of the Indemnified Party in carrying out his duties as a
                                         director or officer of the Corporation or the Interested Corporation, whether or not
                                         incurred in connection with any Claim.



 


		2.2	Specific Indemnity for Statutory Obligations



 


Without limiting the generality
of Section 2.1 hereof, the Corporation agrees, to the extent permitted by law, that the indemnities provided herein will include
all costs, charges, expenses, fees, fines, penalties, losses, damages or liabilities arising by operation of statute, rule, regulation
or ordinance and incurred by or imposed upon the Indemnified Party in relation to the affairs of the Corporation or the Interested
Corporation by reason of the Indemnified Party acting or having acted as a director or officer thereof, including but not limited
to, any statutory obligations or liabilities that may arise to creditors, employees, suppliers, contractors, subcontractors, or
any government or agency or division of any government, whether federal, provincial, state, regional or municipal.


 


		2.3	Taxation



 


Without limiting the generality
of Section 2.1 hereof, the Corporation agrees that the payment of any indemnity to or reimbursement of the Indemnified Party
hereunder will include any amount which the Indemnified Party may be required to pay on account of applicable income, goods
or services or other taxes or levies arising out of the payment of such indemnity or reimbursement such that the amount
received by or paid on behalf of the Indemnified Party, after payment of any such taxes or other levies, is equal to the
amount required to pay and fully indemnify the Indemnified Party for such costs, charges, expenses, fees, losses, damages or
liabilities, provided however that any amount required to be paid with respect to such taxes or other levies will be payable
by the Corporation only upon the Indemnified Party remitting or being required to remit any amount payable on account of such
taxes or other levies.


 


		2.4	Partial Indemnification



 


If
the Indemnified Party is determined to be entitled under any provision of this Agreement to indemnification by the Corporation
for some or a portion of the costs, charges, expenses, fees, losses, damages or liabilities incurred in respect of any Claim but
not for the total amount thereof, the Corporation will nevertheless indemnify the Indemnified
Party for the portion thereof to which the Indemnified Party is determined to be so entitled.


 


		2.5	Exclusions to Indemnity



 


The Corporation will not be obligated under this Agreement to indemnify
or reimburse the Indemnified Party:


 




    Page 23 of 36


     

    

  


		(a)	in respect to
                                         which the Indemnified Party may not be relieved of liability under the CBCA or otherwise
                                         at law; or



 


		(b)	to the extent
                                         that Section 16 of the U.S. Securities Exchange Act of 1934 is applicable to the
                                         Corporation, for expenses or the payment of profits arising from the purchase and sale
                                         by the Indemnified Party of securities in violation of Section 16(b) of the U.S. Securities
                                         Exchange Act of 1934, as amended, or any similar successor statute; or



 


		(c)	with respect
                                         to any Claims initiated or brought voluntarily by the Indemnified Party without the written
                                         agreement of the Corporation, except with respect to any Claims brought to establish
                                         or enforce a right under this Agreement or any other statute, regulation, rule or law.



 


ARTICLE 3


CLAIMS AND PROCEEDINGS
WHICH MAY GIVE RISE TO INDEMNITY


 


		3.1	Notices of the Proceedings



 


The Indemnified Party will give
notice, in writing, to the Corporation forthwith upon the Indemnified Party being served with any statement of claim, writ, notice
of motion, indictment, subpoena, investigation order or other document commencing, threatening or continuing any Claim involving
the Corporation or the Interested Corporation or the Indemnified Party which may give rise to a claim for indemnification under
this Agreement, and the Corporation agrees to notify the Indemnified Party, in writing, forthwith upon it or any Interested Corporation
being served with any statement of claim, writ, notice of motion, indictment, subpoena, investigation order or other document
commencing or continuing any Claim involving the Indemnified Party. Failure by the Indemnified Party to so notify the Corporation
of any Claim will not relieve the Corporation from liability hereunder except to the extent that the failure materially prejudices
the Corporation or Interested Corporation.


 


		3.2	Subrogation



 


Promptly after receiving notice of any Claim or
threatened Claim from the Indemnified Party, the Corporation may, and upon the written request of the Indemnified Party will,
promptly assume conduct of the defence thereof and retain counsel on behalf of the Indemnified Party who is reasonably
satisfactory to the Indemnified Party, to represent the Indemnified Party in respect of the Claim. If the Corporation assumes
conduct of the defence on behalf of the Indemnified Party, the Indemnified Party hereby consents to the conduct thereof and
of any action taken by the Corporation, in good faith, in connection therewith and the Indemnified Party will fully cooperate
in such defence including, without limitation, the provision of documents, attending examinations for discovery, making
affidavits, meeting with counsel, testifying and divulging to the Corporation all information reasonably required to defend
or prosecute the Claim.


 


		3.3	Separate Counsel



 


In connection
with any Claim in respect of which the Indemnified Party may be entitled to be indemnified hereunder, the Indemnified Party will
have the right to employ separate counsel of the Indemnified Party’s choosing and to participate in the defence thereof but the
fees and disbursements of such counsel will be at the expense of the Indemnified Party (for
which the Indemnified Party will not be entitled to claim from the Corporation) unless:


 




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		(a)	the Indemnified
                                         Party reasonably determines that there are legal defences available to the Indemnified
                                         Party that are different from or in addition to those available to the Corporation or
                                         the Interested Corporation, as the case may be, or that a conflict of interest exists
                                         which makes representation by counsel chosen by the Corporation not advisable;



 


		(b)	the Corporation
                                         has not assumed the defence of the Claim and employed counsel therefor reasonably satisfactory
                                         to the Indemnified Party within a reasonable period of time after receiving notice thereof;
                                         or



 


		(c)	employment
                                         of such other counsel has been authorized by the Corporation;



 


in which event the reasonable fees
and disbursements of such counsel will be paid by the Corporation, subject to the terms hereof.


 


		3.4	No Presumption as to Absence of Good Faith



 


Unless a court of competent
jurisdiction otherwise has held or decided that the Indemnified Party is not entitled to be indemnified hereunder, in full or
in part, the determination of any Claim by judgment, order, settlement or conviction, or upon a plea of nolo contendere or
its equivalent, will not, of itself, create any presumption for the purposes of this Agreement that the Indemnified Party is
not entitled to indemnity hereunder.


 


		3.5	Settlement of Claim



 


No admission of liability and no
settlement of any Claim in a manner adverse to the Indemnified Party will be made without the consent of the Indemnified Party,
such consent not to be unreasonably withheld. No admission of liability will be made by the Indemnified Party without the consent
of the Corporation and the Corporation will not be liable for any settlement of any Claim made without its consent, such consent
not to be unreasonably withheld.


 


ARTICLE 4


INDEMNITY PAYMENTS,
ADVANCES AND INSURANCE


 


		4.1	Court Approvals



 


If the payment of an indemnity hereunder requires
the approval of a court under the provisions of the Canada Business Corporations Act or otherwise, either of the Corporation
or, failing the Corporation, the Indemnified Party may apply to a court of competent jurisdiction for an order approving the indemnity
of the Indemnified Party pursuant to this Agreement.


 


		4.2	Advances



 


		(a)	If the Board
                                         of Directors of the Corporation has determined, in good faith and based on the representations
                                         made to it by the Indemnified Party, that the Indemnified Party is or may to be entitled
                                         to indemnity hereunder in respect of any Claim, the Corporation will, at the request
                                         of the Indemnified Party, either pay such amount to or on behalf of the Indemnified Party
                                         by way of indemnity or, if the Board of Directors is unwilling to pay or is unable to
                                         determine if it is entitled to pay that amount by way of indemnity, then the Corporation
                                         will advance to the Indemnified Party sufficient funds, or arrange to pay on behalf of
                                         or reimburse the Indemnified Party any costs, charges, expenses, retainers or legal fees
                                         incurred or paid by the Indemnified Party in respect to such Claim.



 




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		(b)	Any advance
                                         made by the Corporation under Section 4.2(a) will be treated as a loan to the Indemnified
                                         Party, pending approval by the Board of Directors of the payment thereof as an indemnity
                                         and advanced to or for the benefit of the Indemnified Party on such terms and conditions
                                         as the Board of Directors may prescribe which may include interest, the provision of
                                         security or a guarantee or indemnity therefor. Notwithstanding the generality of the
                                         foregoing, the terms of any such advance will provide that in the event it is ultimately
                                         determined by a court of competent jurisdiction that the Indemnified Party is not entitled
                                         to be indemnified in respect of any amount for which an advance was made, or that the
                                         Indemnified Party is not entitled to be indemnified for the full amount advanced, or
                                         the Indemnified Party has received insurance or other compensation or reimbursement payments
                                         from any insurer or third party in respect of the same subject matter, such advance,
                                         or the appropriate portion thereof, will be repaid to the Corporation, on demand.



 


		4.3	Other Rights and Remedies Unaffected



 


The indemnification and payment
provided in this Agreement will not derogate from or exclude and will incorporate any other rights to which the Indemnified Party
may be entitled under any provision of the CBCA or otherwise at law, the Articles or By-Laws of the Corporation, the constating
documents of any Interested Corporation, any applicable policy of insurance, guarantee or third-party indemnity, any vote of shareholders
of the Corporation, or otherwise, both as to matters arising out of his capacity as a director or officer of the Corporation,
an Interested Corporation, or as to matters arising out of any other capacity in which the Indemnified Party may act for or on
behalf of or be associated with the Corporation or the Interested Corporation.


 


		4.4	Insurance



 


The Corporation will, to the extent
permitted by law, purchase and maintain, or cause to be purchased and maintained, for so long as the Indemnified Party remains
a director or officer of the Corporation or the Interested Corporation, and for a period of six (6) years thereafter, insurance
for the benefit of the Indemnified Party (or a rider, extension or modification of such policy to extend the time within which
a Claim would be required to be reported by the Indemnified Party under such policy after the Indemnified Party has ceased to
be a director or officer) on terms no less favourable than the maximum coverage in place while the Indemnified Party served as
a director or officer of the Corporation or as the Corporation maintains in existence for its then serving directors and officers
and provided such insurance or additional coverage is available on commercially reasonable terms and premiums therefor.


 


		4.5	Notification of Transactions



 


The Corporation will immediately
notify the Indemnified Party upon the Corporation entering into or resolving to carry out any arrangement, amalgamation, winding-up
or any other transaction or series of transactions which may result in the Corporation ceasing to exist as a legal entity or substantially
impairing its ability to fulfill its obligations hereunder and, in any event, will give written notice not less than 21 days
prior to the date on which such transaction or series of transactions are expected to be carried out or completed.


 


		4.6	Arrangements to Satisfy Obligations Hereunder



 


The Corporation will not carry out or complete any transaction
contemplated by Section 4.5, unless and until the Corporation has made adequate arrangements, satisfactory to the Indemnified
Party, acting reasonably, to fulfill its obligations hereunder, which arrangements may include, without limitation, the assumption
of any liability hereunder by any successor to the assets or business of the Company or the prepayment of any premium for any
insurance contemplated in Section 4.4.


 




    Page 26 of 36


     

    

 


		4.7	Payments or Compensation from Third Parties



 


The Indemnified Party, before claiming
indemnification or reimbursement under this Agreement, will use reasonable efforts to make claims under any applicable insurance
policy or arrangements maintained or made available by the Corporation or the Interested Corporation in respect of the relevant
matter. If the Indemnified Party receives any payment under any insurance policy or other arrangements maintained or made available
by the Corporation or the Interested Corporation in respect of any costs, charges, expenses, fees, damages or liabilities which
have been paid to or on behalf of the Indemnified Party by the Corporation pursuant to indemnification under this Agreement, the
Indemnified Party will pay back to the Corporation an amount equal to the amount so paid to or on behalf of the Indemnified
Party by the Corporation.


 


ARTICLE 5


GENERAL


 


		5.1	Company and Indemnified Party to Cooperate



 


The Corporation and the Indemnified Party will, from
time to time, provide such information and cooperate with the other, as the other may reasonably request, in respect of all matters
hereunder.


 


		5.2	Effective Time



 


This Agreement will be deemed to have effect as and from
the first date upon which the Indemnified Party was appointed or elected as a director or officer of the Corporation or the Interested
Corporation, notwithstanding the date of actual execution of this Agreement by the parties hereto.


 


		5.3	Extensions, Modifications



 


This Agreement is absolute and
unconditional and the obligations of the Corporation will not be affected, discharged, impaired, mitigated or released by the
extension of time, indulgence or modification which the Indemnified Party may extend or make with any person regarding any
Claim against the Indemnified Party or in respect of any liability incurred by the Indemnified Party in acting as a director
or officer of the Corporation or an Interested Corporation.


 


		5.4	Insolvency



 


The liability of the Corporation
under this Agreement will not be affected, discharged, impaired, mitigated or released by reason of the discharge or release of
the Indemnified Party in any bankruptcy, insolvency, receivership or other similar proceeding of creditors.


 


		5.5	Multiple Proceedings



 


No action or proceeding brought or instituted under this Agreement
and no recovery pursuant thereto will be a bar or defence to any further action or proceeding which may be brought under this
Agreement.


 




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		5.6	Modification



 


No modification of this Agreement
will be valid unless the same is in writing and signed by the Corporation and the Indemnified Party.


 


		5.7	Termination



 


The obligations of the Corporation
will not terminate or be released upon the Indemnified Party ceasing to act as a director or officer of the Corporation or the
Interested Corporation at any time or times unless, in acting as a director or officer of an Interested Corporation, the Indemnified
Party is no longer doing so at the request or on behalf of the Corporation. Except as otherwise provided, the Corporation’s obligations
hereunder may be terminated or released only by a written instrument executed by the Indemnified Party.


 


		5.8	Notices



 


Any notice to be given
by one party to the other will be sufficient if delivered by hand, deposited in any post office in Canada, registered, postage
prepaid, or sent by means of electronic transmission (in which case any message so transmitted will be immediately confirmed in
writing and mailed as provided above), addressed, as the case may be:


 


	(a)	To the Corporation:
	 	 	 
	 	9500 Glenlyon Parkway
	 	Burnaby, British Columbia
	 	V5J 0C6	 
	 	 	 
	 	Attention:	Corporate Secretary
	 	Facsimile:	(778) 331-5501
	 	 	 
	(b)	To the Indemnified Party:
	 	 	 
	 	Ravichandra K. Saligram
	 	 	 
	 	 	 
	 	Address	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	E-mail	 


 


or at such other address of
which notice is given by the parties pursuant to the provisions of this section. Such notice will be deemed to have been
received when delivered, if delivered, and if mailed, on the fifth business day (exclusive of Saturdays, Sundays and
statutory holidays) after the date of mailing.


 


Any notice sent by means
of electronic transmission will be deemed to have been given and received on the day it is transmitted, provided that if such
day is not a business day then the notice will be deemed to have been given and received on the next business day following. In
case of an interruption of the postal service, all notices or other communications will be delivered or sent by means of electronic
transmission as provided above, except that it will not be necessary to confirm in writing and mail any notice electronically
transmitted.


 




    Page 28 of 36


     

    

  


		5.9	Governing Law



 


This Agreement will be governed by and construed in
accordance with the laws of the Province of British Columbia and all disputes arising under this Agreement will be referred to
and the parties hereto irrevocably attorn to the jurisdiction of the courts of British Columbia.


 


		5.10	Further
                                         Assurances



 


The Corporation and the
Indemnified Party agree that they will do all such further acts, deeds or things and execute and deliver all such further
documents or instruments as may be necessary or advisable for the purpose of assuring and conferring on the Indemnified Party
the rights hereby created or intended, and of giving effect to and carrying out the intention or facilitating the performance
of the terms of this Agreement or to evidence any loan or advance made pursuant to Section 4.2 hereof.


 


		5.11	Invalid
                                         Terms Severable



 


If
any term, clause or provision of this Agreement will be held to be invalid or contrary to
law, the validity of any other term, clause or provision will not be affected and such invalid term, clause or provision will
be considered severable and the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by
law.


 


		5.12	Binding
                                         Effect



 


All of the agreements,
conditions and terms of this Agreement will extend to and be binding upon the Corporation and its successors and assigns and
will enure to the benefit of and may be enforced by the Indemnified Party and his heirs, executors, administrators and other
legal representatives, successors and assigns. This Agreement amends, modifies and supersedes any previous agreements between
the parties hereto relating to the subject matters hereof.


 


		5.13	Independent
                                         Legal Advice



 


The Indemnified Party acknowledges
having been advised to obtain independent legal advice with respect to entering into this Agreement, has obtained such independent
legal advice or has expressly determined not to seek such advice, and that is entering into this Agreement with full knowledge
of the contents hereof, of the Indemnified Party’s own free will and with full capacity and authority to do so.


 


		5.14	Extension
                                         of Agreement to Additional Interested Corporation



 


This Agreement will be deemed to extend
and apply, without any further act on behalf of the Corporation or the Indemnified Party, or amendment hereto, to any
corporation, society, partnership, association, syndicate, joint venture or trust which may at any time become an Interested
Corporation (but, for greater certainty, not with respect to Other Entities) and the Indemnified Party will be deemed to have
acted or be acting at the Corporation’s or an Interested Corporation’s request upon his being first appointed or
elected as a director or officer of an Interested Corporation if then serving as a director or officer of the
Corporation.


 




    Page 29 of 36


     

    

 





IN WITNESS WHEREOF the Corporation and the Indemnified Party
have hereunto set their hands and seals as of the day and year first above written.


 





	THE CORPORATE SEAL OF RITCHlE	)	 
	BROS. AUCTIONEERS	)	 
	INCORPORATED was hereunto
    affixed in	)	C/S
	the presence of:	)	 
	 	 	)	 
	By:	/s/ Darren
    J. Watt	)	 
	Name:
    Darren J. Watt	)	 
	Title:
    Corporate Secretary	)	 
	 	 	 	 
	 	 		 
	SIGNED, SEALED AND DELIVERED by	)	 
	RAVICHANDRA K. SALIGRAM
    in the	)	 
	presence of:	)	 
	 	)	 
	 /s/
    Bev Briscoe	)	/s/ Ravichandra
    K. Saligram
	Signature	)	RAVICHANDRA K. SALIGRAM
	 	)	 
	BEV
    BRISCOE	)	 
	Print Name	)	
	 	)	 
	835
    granville St. Vancouver, BC	)	 
	Address	)	 
	 	)	 
	Director	)	 
	Occupation	)	 







 




    Page 30 of 36


     

    

  


APPENDIX “D”


 


CHANGE OF CONTROL
AGREEMENT


 


THIS AGREEMENT executed on the 16th day of
June, 2014.


 


BETWEEN:


 


RITCHIE BROS. AUCTIONEERS (CANADA) LTD.,


a corporation incorporated under the laws of
Canada, and having an office at 9500


Glenlyon Parkway, Burnaby, British Columbia, V5J 0C6


 


(the “Company”)


 


AND:


 


RAVICHANDRA
K. SALIGRAM


 


(the “Executive”)


 


WITNESSES THAT WHEREAS:


 


A.
   The Executive is an executive of the Company and the Parent Company (as defined below) and is considered by
the Board of Directors of the Parent Company (the “Board”) to be a vital employee with special skills and abilities,
and will be well-versed in knowledge of the Company’s business and the industry in which it
is engaged;


 


B.   The Board recognizes
that it is essential and in the best interests of the Company and its shareholders that the Company retain and encourage the Executive’s
continuing service and dedication to his office and employment without distraction caused by the uncertainties, risks and potentially
disturbing circumstances that could arise from a possible change in control of the Parent Company;


 


C.    The Board further
believes that it is in the best interests of the Company and its shareholders, in the event of a change of control of the Parent
Company, to maintain the cohesiveness of the Company’s senior management team so as to ensure a successful transition, maximize
shareholder value and maintain the performance of the Company;


 


D.    The Board further
believes that the service of the Executive to the Company requires that the Executive receive fair treatment in the event of a
change in control of the Parent Company; and


 


E.     In
order to induce the Executive to remain in the employ of the Company notwithstanding a possible change of control, the
Company has agreed to provide to the Executive certain benefits in the event of a change of control.


 


NOW THEREFORE in consideration of the premises and the
covenants herein contained on the part of the parties hereto and in consideration of the Executive continuing in office and in
the employment of the Company, the Company and the Executive hereby covenant and agree as follows:


 






    Page 31 of 36


     

    

 


		1.	Definitions



 


In this Agreement,


 


		(a)	“Agreement”
                                         means this agreement as amended or supplemented in writing from time to time;



 


		(b)	“Annual
                                         Base Salary” means the annual salary payable to the Executive by the Company from
                                         time to time, but excludes any bonuses and any director’s fees paid to the Executive
                                         by the Company;



 


		(c)	“STI Bonus”
                                         means the annual at target short-term incentive bonus the Executive is eligible to earn
                                         under the Employment Agreement, in accordance with the short-term incentive bonus plan;



 


		(d)	“Change
                                         of Control” means:



 


		(i)	a Person, or group
                                         of Persons acting jointly or in concert, acquiring or accumulating beneficial ownership
                                         of more than 50% of the Voting Shares of the Parent Company;



 


		(ii)	a Person, or Group
                                         of Persons acting jointly or in concert, holding at least 25% of the Voting Shares of
                                         the Parent Company and being able to change the composition of the Board of Directors
                                         by having the Person’s, or Group of Persons’, nominees elected as a majority of the
                                         Board of Directors of the Parent Company; or



 


		(iii)	the arm’s length
                                         sale, transfer, liquidation or other disposition of all or substantially all of the assets
                                         of the Parent Company, over a period of one year or less, in any manner whatsoever and
                                         whether in one transaction or in a series of transactions or by plan of arrangement.



 


		(e)	“Date of
                                         Termination” means the date when the Executive ceases to actively provide services
                                         to the Company, or the date when the Company instructs him to stop reporting to work;



 


		(f)	“Employment
                                         Agreement” means the employment agreement between the Company and the Executive
                                         dated June 16, 2014;



 


		(g)	“Good Reason”
                                         means either:



 


		(i)	Good Reason as
                                         defined in the Employment Agreement; or



 


		(ii)	the failure of
                                         the Company to obtain from a successor to all or substantially all of the business or
                                         assets of the Parent Company, the successor’s agreement to continue to employ the Executive
                                         on substantially similar terms and conditions as contained in the Employment Agreement;



 


		(h)	“Cause”
                                         has the meaning defined in the Employment Agreement.



 


		(i)	“Parent
                                         Company” means Ritchie Bros. Auctioneers Incorporated.



 


		(j)	“Person”
                                         includes an individual, partnership, association, body corporate, trustee, executor,
                                         administrator, legal representative and any national, provincial, state or municipal
                                         government; and



 




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		(k)	“Voting
                                         Shares” means any securities of the Parent Company ordinarily carrying the right
                                         to vote at elections for directors of the Board, provided that if any such security at
                                         any time carries the right to cast more than one vote for the election of directors,
                                         such security will, when and so long as it carries such right, be considered for the
                                         purposes of this Agreement to constitute and be such number of securities of the Parent
                                         Company as is equal to the number of votes for the election of directors that may be cast
                                         by its holder.



 


		2.	Scope of Agreement



 


		(a)	The parties intend
                                         that this Agreement set out certain of their respective rights and obligations in certain
                                         circumstances upon or after Change of Control as set out in this Agreement.



 


		(b)	This Agreement
                                         does not purport to provide for any other terms of the Executive’s employment with the
                                         Company or to contain the parties’ respective rights and obligations on the termination
                                         of the Executive’s employment with the Company in circumstances other than those upon
                                         or after Change of Control as set out in this Agreement.



 


		(c)	Where there is
                                         any conflict between this Agreement and (i) the Employment Agreement, or (ii) a Company
                                         plan or policy relating to compensation or executive programs, the terms of this Agreement
                                         will prevail.



 


		3.	Compensation Upon or After Change of Control



 


		(a)	If the Executive’s
                                         employment with the Company is terminated (i) by the Company for other than Cause upon
                                         a Change of Control or within two years following a Change of Control; or (ii) by the
                                         Executive for Good Reason upon a Change of Control or within one (1) year following a
                                         Change of Control:



 


		(i)	the Company will
                                         pay to the Executive within ten (10) working days of the Date of Termination a lump sum
                                         cash amount equal to the aggregate of:



 


		A.	two (2) times
                                         Base Salary;



 


		B.	two (2) times
                                         at-target STI Bonus;



 


		C.	two (2) times
                                         the annual premium cost that would be incurred by the Company to continue to provide
                                         to the Executive all health, dental and life insurance benefits provided to the Executive
                                         immediately before the Date of Termination;



 


		D.	the earned and
                                         unpaid Base Salary and vacation pay to the Date of Termination; and



 


		E.	an amount calculated
                                         by dividing by 365 the Executive’s target bonus under the STI Bonus for the fiscal year
                                         in which the Date of Termination occurs, and multiplying that number by the number of
                                         days completed in the fiscal year as of the Date of Termination.



 


		(ii)	the Executive
                                         will continue to have all rights under the Stock Option Plan of the Company adopted by
                                         the Board as of July 31, 1997 and amended and re-stated as of April 13,2007 (the “Option
                                         Plan”), and under option agreements entered into in accordance with the Option Plan,
                                         with respect to options granted on or before the Date of Termination (including any options
                                         granted upon the commencement of employment as part of any sign-on grant) as if the Executive’s
                                         employment had been teminated by the Company without Cause after a period of thirty-six
                                         (36) months from the Commencement Date; and



 




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		(iii)	the Executive
                                         will continue to have all rights held by the Executive pursuant to the Company’s Performance
                                         Share Unit Plan (the “PSU Plan”) and Restricted Share Unit Plan (the “RSU
                                         Plan”), and under any and all grant agreements representing performance share units
                                         and restricted share units granted under the PSU Plan and RSU Plan, respectively, (including
                                         any performance share units granted upon the commencement of employment as part of any
                                         sign-on grant) granted on or before the Change of Control.



 


		(b)	All amounts payable
                                         pursuant to this section 3 are subject to required statutory deductions and withholdings.



 


		4.	Binding on Successors



 


		(a)	The Company will
                                         require any successor (whether direct or indirect, by purchase, merger, consolidation
                                         or otherwise) to all or substantially all of the business or assets of the Company, by
                                         agreement in favour of the Executive and in form and substance satisfactory to the Executive,
                                         to expressly assume and agree to perform all the obligations of the Company under this
                                         Agreement that would be required to be observed or performed by the Company pursuant
                                         to section 3. As used in this Agreement, “Company” means the Company and any
                                         successor to its business or assets as aforesaid which executes and delivers the agreement
                                         provided for in this section or which otherwise becomes bound by all the terms and provisions
                                         of this Agreement by operation of law.



 


		(b)	This Agreement
                                         will ensure to the benefit of and be enforceable by the Executive’s successors and legal
                                         representatives but otherwise it is not assignable by the Executive.



 


		5.	No Obligation to Mitigate; No Other Agreement



 


		(a)	The Executive
                                         is not required to mitigate the amount of any payment or benefit provided for in this
                                         Agreement, or any damages resulting from a failure of the Company to make any such payment
                                         or to provide any such benefit, by seeking other employment, taking early retirement,
                                         or otherwise, nor, except as expressly provided in this Agreement, will the amount of
                                         any payment provided for in this Agreement be reduced by any compensation earned by the
                                         Executive as a result of taking early retirement, employment by another employer after
                                         termination or otherwise.



 


		(b)	The
                                         Executive represents and warrants to the Company that the Executive has no agreement
                                         or understanding with the Company in respect of the subject matters of this Agreement,
                                         except as set out in this Agreement.



 


		6.	Exhaustive Compensation



 


The Executive agrees
with and acknowledges to the Company that the compensation provided for under section 3 of this Agreement is all the
compensation payable by the Company to the Executive in relation to a Change of Control, or his termination from employment
upon or subsequent to a Change of Control, under the circumstances provided for in this Agreement. The Executive further
agrees and acknowledges that in the event of payment under section 3 of this Agreement, he will not be entitled to any
termination payment under the Employment Agreement.


 






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		7.	Amendment and Waiver



 


No amendment or waiver of this Agreement will be binding
unless executed in writing by the parties to be bound by this Agreement.


 


		8.	Choice of Law



 


This Agreement
will be governed and interpreted in accordance with the laws of the Province of British Columbia, which will be the proper law
hereof. All disputes and claims will be referred to the Courts of the Province of British Columbia, which will have jurisdiction,
but not exclusive jurisdiction, and each party hereby submits to the non-exclusive jurisdiction of such courts.


 


		9.	Severability



 


If any section, subsection or other
part of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, such invalid or unenforceable
section, subsection or part will be severable and severed from this Agreement, and the remainder of this Agreement will not be
affected thereby but remain in full force and effect.


 


		10.	Notices



 


Any notice or other communication
required or permitted to be given hereunder must be in writing and given by facsimile or other means of electronic
communication, or by hand-delivery, as hereinafter provided. Any such notice or other communication, if sent by facsimile or
other means of electronic communication or by hand delivery, will be deemed to have been received at the time it is delivered
to the applicable address noted below either to the individual designated below or to an individual at such address having
apparent authority to accept deliveries on behalf of the addressee. Notice of change of address will also be governed by this
section. Notices and other communications will be addressed as follows:


 


	(a)	if to the Executive:
	 	 
	 	Ravichandra K. Saligram
	 	 
	 	 
	 	Address
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	E-mail
	 	 
	(b)	if to the Company:
	 	 
	 	9500 Glenlyon Parkway
	 	Burnaby, British Columbia V5J 0C6
	 	Attention:Corporate Secretary
	 	Facsimile:(778) 331-5501


 




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		11.	Copy
                                         of Agreement



 


The Executive hereby acknowledges receipt of a copy of this Agreement
executed by the Company.


 


	RITCHIE BROS. AUCTIONEERS	 	 
	(CANADA) LTD.	 	 
	 	 	 	 
	By:	/s/ Robert
    Murdoch	 	 
	 	 	 
	Name: 	ROBERT
    MURDOCH	 	 
	 	 	 
	SIGNED, SEALED AND DELIVERED by	)	 
	RAVICHANDRA K. SALIGRAM
    in the	)	 
	presence of:	)	 
	 	)	 
	 /s/
    Bev Briscoe	)	/s/ Ravichandra
    K. Saligram
	Signature	)	RAVICHANDRA K. SALIGRAM
	 	)	 
	BEV
    BRISCOE	)	 
	Print Name	)	
	 	)	 
	835
    granville St. Vancouver, BC	)	 
	Address	)	 
	 	)	 
	Director	)	 
	Occupation	)	 







 




    Page 36 of 36