Exhibit 10.9





GRANT AGREEMENT


 


RITCHIE BROS. AUCTIONEERS INCORPORATED


 


EMPLOYEE RESTRICTED SHARE UNIT PLAN


 


This Grant Agreement is made as of the
date set out in Schedule A hereto and is made between the undersigned “Participant” (the “Participant”),
being an employee of Ritchie Bros. Auctioneers Incorporated (the “Corporation”) or a subsidiary of the Corporation
(which employer is herein referred to as the “Employer”) designated pursuant to the terms of the Employee Restricted
Share Unit Plan of the Corporation (which Plan, as the same may from time to time be modified, supplemented or amended and in effect
is herein referred to as the “Plan”), and the Corporation.


 


In consideration of the grant or award
of Restricted Share Units made to the Participant pursuant to the Plan (the receipt and sufficiency of which are hereby acknowledged),
the Participant hereby agrees and confirms that:


 


		1.	The Participant has received a copy of the Plan and has read, understands and agrees to be bound by the provisions of the Plan.



 


		2.	The Participant accepts and consents to and shall be deemed conclusively to have accepted and consented to all terms and conditions
of the Plan and all actions or decisions made by the Board or the Committee or any person to whom the Committee may delegate administrative
powers and duties under the Plan, in relation to the Plan, which provisions and consent shall also apply to and be binding on the
Beneficiaries, other legal representatives, other beneficiaries and successors of the Participant.



 


		3.	On the grant date (or, if applicable, grant dates) set out in Schedule A hereto, the Participant was granted Restricted
Share Units in such number as is set out in such Schedule A, which grant is evidenced by this Grant Agreement.



 


		4.	The Restricted Share Units evidenced by this Grant Agreement, and all Restricted Share Units referred to in Section 4.2 of
`the Plan in respect of such Performance Share Units, shall vest at the time and in the manner, and subject to the restrictions
and conditions, as are set out in Schedule A hereto (including any Exhibit thereto), which forms part of this Grant Agreement.



 


		5.	Pursuant to the provisions of the Plan, if the Participant ceases to be an employee of the Corporation or an Affiliate for
any reason, notwithstanding any provision of any employment agreement between the Participant and the Corporation or any Affiliate,
the Participant shall not have any right to be awarded any additional RSUs after the last day of active employment of the Participant
on which the Participant actually performs the duties of the Participant’s position and shall not have any right to damages
in respect of any loss of any right to be awarded RSUs after the last day of active employment of the Participant. In addition,
pursuant to the provisions of the Plan, if the Participant ceases to be an employee of the Corporation or an Affiliate, in certain
circumstances RSUs recorded in the Participant’s RSU Account that have not vested shall not vest and shall be forfeited and
cancelled without payment. In other circumstances, unvested RSUs are not forfeited, but payment in respect of such RSUs following
vesting in accordance with the provisions of the Plan may be prorated to reflect the percentage of the Vesting Period during which
the Participant was actually employed.



 




     


     

    

  


		6.	As set out in the Plan, subject to the right of a Participant to designate one of more Beneficiaries entitled to receive benefits
under the Plan following the death of the Participant as expressly set out in the Plan, the Participant may not assign or transfer
any right or interest under the Plan or any RSUs granted to the Participant or any right to payment or benefits under the Plan,
except to the extent otherwise required by Applicable Laws and except by will or by the laws of succession or descent and distribution.



 


		7.	As set out in the Plan, the Plan may be amended by the Board or the Committee from time to time.



 


		8.	The Plan includes provisions pursuant to which the Corporation and, if applicable, its Affiliates may withhold, or cause to
be withheld, and deduct, or cause to be deducted, from any payment under the Plan and otherwise, a sufficient amount to cover Applicable
Tax Withholdings, and take other action to satisfy obligations for payment of Applicable Tax Withholdings, including authority
to withhold or receive property and make cash payments in respect thereof, and to require, prior to making any payment under the
Plan, payment by the recipient to satisfy tax obligations.



 


		9.	The Participant will at all times act in strict compliance with Applicable Laws and all rules and policies of the Corporation,
including any insider trading policy of the Corporation in effect at the relevant time, applicable to the Participant in connection
with the Plan and the Participant’s RSUs and will furnish to the Corporation all information and documentation or undertakings
as may be required to permit compliance with applicable laws. The Participant acknowledges, agrees and consents to information
being disclosed or provided to others as contemplated in the Plan.



 


		10.	The Participant acknowledges that, if the Corporation is not the Participant’s Employer, the Employer has validly authorized
and appointed the Corporation to enter into this Grant Agreement as the agent of the Employer.



 


The validity, construction and effect of
this Grant Agreement shall be determined in accordance with the laws of British Columbia and the laws of Canada applicable therein.


 


Words used herein which are defined in
the Plan shall have the respective meanings ascribed to them in the Plan.


 


This Agreement shall enure to the benefit
and be binding upon the Corporation, the Employer and their respective successors, and on the Participant and the Participant’s
legal representatives, beneficiaries and successors.


 


	REVOCABLE BENEFICIARY DESIGNATION* 

The Participant designates the following Beneficiary or Beneficiaries of the Participant for the purposes of the Plan.

The Participant reserves the right to change the designation of Beneficiaries or alter this designation as provided in the Plan.
	 ̈   Initial Designation	 ̈   Beneficiary Change  The Participant hereby revokes any previous designation and appoints the following each as a revocable Beneficiary of the Participant for the purposes of the Plan.
	Given Names and Initial	Last Name	Relationship to Employee	% Allocation	Phone #
	 	 	 	 	 
	Given Names and Initial	Last Name	Relationship to Employee	% Allocation	Phone #
	 	 	 	 	 
	Given Names and Initial	Last Name	Relationship to Employee	% Allocation	Phone #
	 	 	 	 	 



 






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	CHANGE OF BENEFICIARY NAME OR PHONE NUMBER 

Use this section ONLY when the Participant is reporting a change in a current Beneficiary’s name or phone number.
	 ̈    The
    Participant hereby requests that the records under the Plan reflect the following change of name or phone number of a Beneficiary
    of the Participant.  
	FROM	Given Names and Initial	Last Name	Relationship to Employee	Phone #
	 	 	 	 
	TO	Given Names and Initial	Last Name	Relationship to Employee	Phone #
	 	 	 	 


 


* The ability to designate Beneficiaries
for the purposes of the Plan is included solely for the convenience of the Participant. The designation is for the purposes of
entitlement to receive benefits under the Plan following the death of the Participant. Neither the Company nor the Employer makes
any representation regarding the validity or effectiveness of any Beneficiary designation, including, without limitation, in relation
to potential claims or rights of creditors or a Participant’s estate planning. The Participant should consult with the Participant’s
own advisors regarding designation or change of Beneficiaries.


 


IN WITNESS WHEREOF Ritchie Bros. Auctioneers
Incorporated, on its own behalf and, if the Corporation is not the Employer, on behalf of and as agent for the Employer, has executed
and delivered this Grant Agreement, and the Participant has signed, sealed and delivered this Grant Agreement, as of the date first
above written.


 


	RITCHIE BROS. AUCTIONEERS

                                             INCORPORATED
	 	RITCHIE BROS. AUCTIONEERS

                                                INCORPORATED, as agent for the
Employer

	 	 	 	 	 
	Per:	 	 	Per:	 
	 	 	 	 	 
	Per:	 	 	 	 	Per:	 


 





	I,                                                               hereby
    confirm that I have reviewed the terms of this Grant Agreement
	NAME OF PARTICIPANT
	and I accept and agree to be bound by those terms.







 





	 	 	(seal)
	 	 	SIGNATURE OF PARTICIPANT
	 	 	 
	Witness*	 	 
	 	 	 
	Witness*	 	 










 





 



* If the Participant is completing the Beneficiary Designation or changing Beneficiaries, the Participant should sign this Grant
Agreement in the presence of two witnesses present at the same time, which witnesses should sign while the Participant is present.


 




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Schedule A
to Grant Agreement


 





	1.       Name of Participant:	 
	 	 
	2.      Date of Grant Agreement:	 


  


	3.      Number of Restricted Share Units Granted:	 



 


	4.      Date of Grant:	 
	 	 





	5.      Vesting Period and Vesting Conditions:







 


		(a)	Vesting Period



 


The Vesting Period in respect of the RSUs
shall commence on _______________, the effective date of the grant or award of such RSUs and shall end on ___________________,
the third anniversary of the effective date of the grant or award, less one day.


 


The RSUs shall be in respect of services
to be performed by the Participants in the current calendar year in which the RSUs are granted or awarded.


 


		(b)	General



 


The foregoing is subject to the provisions
of the Plan regarding authority of the Committee to administer the Plan, including, without limitation, to construe and interpret
any provisions of the Plan and decide all questions of fact arising in connection with such construction and interpretation and
make such determinations and take such steps and actions as may be directed or permitted by the Plan and take such actions and
steps in connection with the administration of the Plan as the Committee, in its discretion, may consider necessary and desirable,
and regarding the discretion of the Committee to make changes or adjustments as the Committee may consider equitable and regarding
waiver of restrictions with respect to vesting criteria, conditions, limitations or restrictions, with respect to any RSU granted
or awarded to any Participant (including reducing or eliminating any Vesting Period originally determined) and permitting acceleration
of vesting of any or all RSUs or determining that any RSU has vested, in whole or in part and regarding amendment of the Plan.


 




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