Exhibit 10.25


 


EMPLOYMENT AGREEMENT


 


Between:


 


KARL WERNER


 


(the “Executive”)


 


And:


 


RITCHIE BROS. AUCTIONEERS (AMERICA) INC.,


a corporation incorporated under the laws
of Washington


 


(the “Employer”)


 


WHEREAS:


 


A.   The Employer, its parent, and
the other subsidiaries 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.



 


		b.	The Executive will be employed in the position of Chief
                                         Operations Support and Development Officer, and Acting Managing Director Middle East,
                                         and shall perform and assume such duties and responsibilities as may be assigned
                                         by the Employer from time to time.



 


		c.	The Executive’s employment with the Employer in this new role
                                         will commence on January 1, 2015 (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”).



 


		d.	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);



 




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		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 an executive employee 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.



 


		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.	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	 	$US
	Element	 	 
	 	 	 
	Annual Base Salary	 	$350,000 (the “Base Salary”)
	 	 	 
	Annual Short-Term Incentive	 	60% of Base Salary at Target (the “STI
    Bonus”)

    (0% - 200% of target based on actual performance)
	 	 	 
	Annual Long-Term Incentive Grant	 	100% of Base Salary at Target (the “LTI
    Grant”) 


 




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The Employer shall review the Executive’s compensation
package for increase no less frequently than annually.


 


		b.	The structure of the STI Bonus and LTI Grant will be consistent with those granted to the RBA Pubco’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.	50% in stock options, with a ten-year term, with all such options vesting in equal one-third parts after the first, second
and third anniversaries of the grant date; and



 


		ii.	50% in performance share units, vesting on the third anniversary of the grant date based on meeting pre-established performance
criteria, with the number of share units that ultimately vest ranging from 0% to 200% of target based on actual performance.



 


		c.	The specific terms and conditions for LTI Grants (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 RBA Pubco. 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).



 


		d.	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 RBA Pubco is listed, or otherwise.



 


		e.	In the event of a restatement of the financial results of Ritchie Bros. Auctioneers Incorporated (“RBA Pubco”) (other
than due to a change in applicable accounting rules or interpretations), the Board of Directors of RBA Pubco (the “Board”)
shall determine whether any performance-based compensation (pursuant to both short-term and long-term incentive compensation plans)
paid or awarded to the Executive during the three years preceding such restatement (the “Awarded Compensation”), would
have been a lower amount had it been calculated based on such restated financial statement (such lower amount being referred to
herein as the “Adjusted Compensation”). If the Board determines that the Awarded Compensation exceeds the Adjusted Compensation,
then the Board may demand from the Executive the recovery of any excess of the Awarded Compensation over the Adjusted Compensation,
and the Executive shall immediately forfeit and/or repay, as applicable, any such amount.



 


		5.	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.



 


		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 Employer 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.



 




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		c.	The Executive will be provided with a car in accordance with the Employer’s standard practice and purchase limits.



 


		6.	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.



 


		7.	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.



 


		8.	VACATION



 


		a.	The Executive will earn up to four (4) weeks (or twenty (20) business days) 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 Employer’s written approval.



 


		9.	TERMINATION OF EMPLOYMENT



 


		a.	Termination for cause: The Employer may terminate the Executive’s employment at any time for Cause, after providing
Executive with at least 30 days’ notice of such proposed termination and 15 days to remedy the alleged defect. In this Agreement,
“Cause” means the wilful and continued failure by the Executive to substantially perform, or otherwise properly carry
out, the Executive’s duties on behalf of RBA Pubco or an affiliate, or to follow, in any material respect, the lawful policies,
procedures, instructions or directions of the Employer or any applicable affiliate (other than any such failure resulting from
the Executive’s disability or incapacity due to physical or mental illness), or the Executive wilfully or intentionally engaging
in illegal or fraudulent conduct, financial impropriety, intentional dishonesty, breach of duty of loyalty or any similar intentional
act which is materially injurious RBA Pubco or an affiliate, or which may have the effect of materially injuring the reputation,
business or business relationships of the Employer or an affiliate, or any other act or omission constituting cause for termination
of employment without notice or pay in lieu of notice at common law. For the purposes of this definition, no act, or failure to
act, on the part of a Executive shall be considered “wilful” unless done, or omitted to be done, by the Executive in
bad faith and without reasonable belief that the Executive’s action or omissions were in, or not opposed to, the best interests
of the Employer and its affiliates.



 




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In the event of termination for Cause, all unvested
stock options granted to the Executive pursuant to the terms of the RBA Pubco’s Stock Option Plan (the “Option Plan”)
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.


 


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 RBA Pubco’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, 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 by delivery of written notice to the
                                         Employer within the sixty (60) day period commencing upon the occurrence of Good Reason
                                         including the basis for such Good Reason (with such termination effective thirty (30)
                                         days after such written notice is delivered to the Employer and only in the event that
                                         the Employer fails or is unable to cure such Good Reason within such thirty (30) day
                                         period). In the event of a termination of the Executive’s employment for Good Reason,
                                         the Executive will receive pay and benefits as if terminated by the Employer without
                                         Cause under Section 9 c., below, and the termination shall be regarded as a termination
                                         without Cause for purposes of the Option Plan, the PSU Plan, and the RSU Plan. In this
                                         Agreement, “Good Reason” means a material adverse change by RBA Pubco
                                         or an affiliate, without the Executive’s consent, to the Executive’s position, authority,
                                         duties, responsibilities, Executive’s place of residence, Base Salary or the potential
                                         short-term or long-term 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 RBA Pubco’s business operations, provided such change
                                         does not adversely affect the Executive’s position or authority or (2) a change across
                                         the board affecting similar executives in a similar fashion.



 


		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.	eighteen (18) months’ Base Salary;



 


		ii.	eighteen (18) months’ at-target STI Bonus;



 


		iii.	eighteen (18) months’ at-target LTI Grant amount (cash value);



 


		iv.	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;



 


		v.	immediate accelerated vesting of all unvested stock options, subject to the terms and conditions of the Option Plan and the
applicable individual option agreements; with the Employer hereby agreeing, subject to approval of the Compensation Committee of
the Board of Directors of the Employer, to provide for a period of one year from the date of termination for the exercise of such
stock options; and



 




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		vi.	continued extended health and dental benefits coverage at active employee rates 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, or paying
for such period of time the Employer’s share of the costs of such benefits.



 


		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 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 held
by the Executive. The rights of the Executive with respect to any PSUs or RSUs will be as set forth in the PSU Plan and RSU Plan
with respect to termination by the Executive.


 


		e.	Retirement: In the event of the Executive’s retirement,
                                         as defined by the Employer’s policies, all unvested stock 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;
                                         provided, however, that for purposes of any award subject to Section 409A (as defined
                                         below), any termination (other than a termination for cause) after Executive’s attainment
                                         of retirement age shall be governed by the retirement provisions of such award.



 


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


 


		f.	Deductions and withholdings: All payments under this
                                         Section are subject to applicable statutory and regular payroll deductions and withholdings
                                         as applicable.



 


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



 


		i.	Subject
                                         to Section 9 d. and except as limited by Section 9 g. (ii), the Employer will pay the
                                         Executive all earned and unpaid Base Salary, earned and unpaid vacation pay, earned and
                                         unpaid STI for a preceding year (if any remains unpaid), and a prorated STI Bonus for
                                         the year of termination, up to and including the Executive’s last day of active
                                         employment with the Employer (the “Termination Date”), with
                                         such payment to be made within five (5) business days of the Termination Date.



 


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



 




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		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.



 


		h.	Other than as expressly provided herein, the Executive will not be entitled to receive any further pay or compensation,
                                                                severance pay, notice, payment in lieu of notice, incentives, bonuses, benefits, rights and damages of any kind. The
                                                                Executive acknowledges and agrees that, in the event of a payment under Section 9b. or Section 9c. of this Agreement, the
                                                                Executive will not be entitled to any other payment in connection with the termination of the Executive’s
                                                                employment.



 


		i.	Notwithstanding the foregoing, in the event of a termination
                                         without Cause or termination for Good Reason, the Employer will not be required to pay
                                         any Base Salary or STI Bonus to the Executive beyond that earned by the Executive up
                                         to and including the Termination Date, unless the Executive signs within sixty (60) days
                                         of the Termination Date and does not revoke a full and general release (the “Release”)
                                         of any and all claims that the Executive has against the Employer or its affiliates and
                                         such entities’ past and then current officers, directors, owners, managers, members,
                                         agents and employees relating to all matters, in form and substance satisfactory to the
                                         Employer acting in good faith, provided, however, that the payment shall not occur prior
                                         to the effective date of the Release, provided further that if the maximum period during
                                         which Executive can consider and revoke the release begins in one calendar year and ends
                                         in another calendar year, then such payment shall not be made until the first payroll
                                         date occurring after the later of (A) the last day of the calendar year in which such
                                         period begins, and (B) the date on which the Release becomes effective.



 


		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.



 


		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
                                         (to the extent permissible by applicable law including without limitation Section 409A
                                         (as defined below)). 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.



 


		10.	SHARE OWNERSHIP REQUIREMENTS



 


		a.	The Executive will be subject to the RBA Pubco’s share ownership guideline policy, as amended from time to time.



 




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		11.	CONFIDENTIAL INFORMATION



 


		a.	In this Agreement “Confidential Information” means information proprietary to RBA Pubco or 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 RBA Pubco
or 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 RBA Pubco or 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.



 


		12.	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, and hereby does, 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.



 


		d.	The Executive acknowledges that all original works of authorship which are made by the Executive (solely or jointly with others)
within the scope of the Executive’s employment and which are protectable by copyright are “works made for hire,” pursuant
to United States Copyright Act (17 U.S.C., Section 101).



 




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		13.	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 or an affiliate 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) for the purposes of (a) causing
or trying to cause such client or customer to cease doing business with the Employer or to reduce such business with the Employer
or an affiliate by diverting it elsewhere or (b) providing products or services that are the same as or competitive with the business
of the Employer or an affiliate in the area of facilitating the exchange of industrial equipment; or



 


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



 


The “Applicable Period” means twelve
(12) months following termination, regardless of the reason for such termination or the party effecting it.


 


		14.	NON-COMPETITION



 


The Executive agrees that, without the prior written
consent of the Employer, the Executive will not, directly or indirectly, in a capacity similar to that of the Executive with the
Employer, carry on, be engaged in, be concerned with or interested in, perform services for, or be 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 eighteen (18) months following the termination of the Executive’s employment, regardless of the reason for such
termination or the party effecting it, within the geographical area of Canada and the United States.


 


		15.	REMEDIES FOR BREACH OF RESTRICTIVE COVENANTS



 


		a.	The Executive acknowledges that the restrictions contained in Sections 9 g. iii., 11, 12, 13 and 14 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.



 




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		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, including but not limited to its attorneys’ fees, 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 9 g. iii., 11, 12, 13, 14, and 21 of
this Agreement will survive the termination of the Executive’s employment for any reason.



 


		16.	GOVERNING LAW



 


This Agreement will be governed by the laws of the
State of Washington.


 


		17.	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.



 


		18.	ENTIRE AGREEMENT



 


		a.	This Agreement, including 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, other than the Change of Control Agreement between the Employer and the Executive.



 


		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. Notwithstanding the foregoing, the
Employer may unilaterally amend the provisions of Section 11 c. relating to provision of certain health benefits following
termination of employment to the extent the Employer deems necessary to avoid the imposition of excise taxes, penalties or similar
charges on the Employer or any of its Affiliates, including, without limitation, under Section 4980D of the U.S. Internal Revenue
Code.



 




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		19.	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 defenses relating to an alleged failure or lack of consideration
in connection with this Agreement.



 


		20.	INTERPRETATION



 


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


 


		21.	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;



 


		b.	Arbitration – If the parties have been unable to resolve
a dispute 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 American Arbitration Association (the “AAA”) to appoint one. The arbitration will be held in Seattle, Washington,
in accordance with the AAA’s rules, and each party will bear its own costs, including one-half share of the arbitrator’s fees.



 


		22.	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 in its discretion, in which case the assignee shall become the Employer for
purposes of this Agreement. This Agreement will not be assigned by the Executive.



 




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		23.	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 is payable upon a termination
of the Executive’s employment shall only be paid or provided to the Executive upon a “separation from service” within
the meaning of Section 409A. 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.



 


		c.	Each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments
under this Agreement shall be treated as a right to a series of separate and distinct payments.



 




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		d.	With regard to any provision in this Agreement that provides for reimbursement of expenses or in-kind benefits, except for
any expense, reimbursement or in-kind benefit provided pursuant to this Agreement that does not constitute a “deferral of
compensation,” within the meaning of Section 409A, (i) the amount of expenses eligible for reimbursement, or in-kind benefits
provided, during any calendar year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided,
in any other calendar year, (ii) such payments shall be made on or before the last day of the calendar year following the calendar
year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation
or exchange for another benefit.



 


	Dated this 1st day
    of January, 2015.	 	 	 	 
	 	 	 	 	 
	Signed, Sealed and Delivered by	 	)	 	 
	KARL WERNER in the	 	)	 	 
	presence of:	 	)	 	 
	 	 	)	 	 
	MEGUMI MIZUNO	 	)	 	/s/ Karl Werner
	Name	 	)	 	KARL WERNER
	 	 	)	 	 
	9500 GLENLYON PARKWAY	 	)	 	 
	Address	 	)	 	 
	 	 	)	 	 
	BURNABY, BC V5J 0C6	 	)	 	 
	 	 	)	 	 
	 	 	)	 	 
	DIRECTOR,
    FIELD OUTREACH & KEY INITIATIVES 	 	)	 	 
	Occupation	 	)	 	 


 


RITCHIE BROS. AUCTIONEERS (AMERICA) INC.


 





	Per:	/s/ Todd Wohler	 
	 	Authorized Signatory	 


 




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