Exhibit 10.12


 


GRANT AGREEMENT


 


RITCHIE BROS. AUCTIONEERS INCORPORATED


 


PERFORMANCE 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 Performance 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 Performance 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 Performance
Share Units in such number as is set out in such Schedule A, which grant is evidenced by this Grant Agreement.



 


		4.	The Performance Share Units evidenced by this Grant Agreement, and all Performance Share Units referred to in Section 4.2 of
the Plan in respect of such Performance Share Units, and, if applicable, additional PSUs contemplated pursuant to section 5.2 of
the Plan, 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 PSUs 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 PSUs 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 PSUs recorded in the Participant’s PSU Account that have not vested shall not vest and shall be forfeited and
cancelled without payment. In other circumstances, unvested PSUs are not forfeited, but payment in respect of such PSUs 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 PSUs 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 PSUs 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 and I accept and agree 
	           NAME
    OF PARTICIPANT
	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 Performance Share Units Granted:     	 


 


	4.      Date of Grant:     	 


 


The terms, conditions and provisions applicable
to the Performance Share Units Granted are set out in the Attached Exhibit.


 




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EXHIBIT
I


 


		1.	Vesting Period and Performance Period



 


The Vesting Period in respect of the PSUs shall
commence on the effective date of the grant or award and shall end on the third anniversary of the effective date of the grant
or award, less one day. For example, the Vesting Period applicable to PSUs granted or awarded on March 14, 2013 would
be the period from March 14, 2013 through March 13, 2016.


 


The Performance Period in respect of the PSUs
shall commence on the first day of the calendar year in which such PSUs are granted or awarded and shall end on the last day of
the calendar year which is the second calendar year after the calendar year in which the PSUs are granted or awarded. The Performance
Period applicable to the first grant or award of PSUs shall be the period from ● through ●.


 


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


 


		2.	Vesting and Performance Criteria



 


The Corporation shall measure the “ROIC”
(as hereafter defined) and the “EBITDA” (as hereafter defined) over the Performance Period for purposes of determining
the number of PSUs that will vest in a Participant.


 


The percentage of the PSUs that will vest as
at the end of the Vesting Period shall be determined as illustrated in the diagram below:


 


	
        

        Percentage of PSUs that will vest

        (Range ●% to ●%)
	=	
        ROIC Performance Factor

        (Percentage Vesting based on ROIC results x 50% (ROIC Weighting
        Factor))
	+	EBIDTA Performance Factor (Percentage Vesting based on EBITDA results x 50% (EBITDA Weighting Factor))


 


The Corporation will establish ROIC and EBITDA
targets for each Performance Period at or within the first three months of the beginning of the Performance Period. Following the
completion of the Performance Period the Corporation will determine the actual ROIC and EBITDA over the Performance Period.


 


The percentage of PSUs eligible for vesting
based on ROIC results shall be determined as provided in the following table, and then multiplied by the ROIC Weighting Factor.


 


	
        Actual ROIC

        compared to target ROIC
	 	
        Vesting Scale Percentage

        of PSUs eligible to be vested

	equal to or less than ●%	 	●%
	100%	 	100%
	●%	 	●%
	greater than ●%	 	●%


 




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The percentage of PSUs eligible for vesting
based on EBITDA results shall be determined as provided in the following table, and then multiplied by the EBITDA Weighting Factor.


 


	
        Actual EBITDA

        compared to target EBITDA
	 	
        Vesting Scale Percentage

        of PSUs eligible to be vested

	equal to or less than ●%	 	●%
	100%	 	100%
	●%	 	●%
	greater than ●%	 	●%


 


The ROIC Performance Factor and the EBITDA
Performance Factor by which the number of vested PSUs is to be calculated shall be prorated between the minimum, target and maximum
thresholds depending on actual performance.


 


The ROIC Weighting Factor for the Performance
Period and the Vesting Period shall be 50%.


 


The EBITDA Weighting Factor for the Performance
Period and the Vesting Period shall be 50%.


 


The ROIC Performance Factor may range from
●% to ●%. The EBITDA Performance Factor may range from ●% to ●%. As a result, the range of the potential
percentage of PSUs that will vest will be from ●% to ●%, with the top end achieved if the maximum possible ROIC Performance
Factor is achieved and the maximum possible EBITDA Performance Factor is achieved.


 


The number of PSUs that vest, as determined
pursuant to the foregoing, shall, unless the Board or Committee otherwise determine, subject to the provisions of Article 7
of the Plan, be subject to the condition that the Participant remains Employed by the Corporation or an Affiliate at the expiry
of the Vesting Period.


 


All PSUs referred to in Section 4.2 of
the Plan in respect of the PSUs granted or awarded to Participants pursuant to Section 3.1 of the Plan shall vest at the time
when the PSUs in respect of which such Dividend Equivalents were credited vest.


 


To the extent that the vesting criteria set
out above result in the vesting of greater than 100% of the number of PSUs granted or awarded pursuant to Section 3.1 of the
Plan (and Dividend Equivalents in respect of such PSUs), such additional PSUs shall deemed to have been granted and the Participant
shall be credited with additional PSUs as contemplated pursuant to Section 5.2 of the Plan, as determined pursuant to such
vesting criteria, which additional PSUs shall be fully vested when so granted, unless otherwise determined by the Board or Committee.


 


As used herein:


 


		(a)	“adjusted earnings” means net earnings as reflected in the Corporation’s consolidated income statement, excluding
the effects of property sales and other non-recurring items as reflected in such financial statements, and also excluding other
items that the Committee or the Board determines, for this purpose, to be non-recurring or unusual.



 


		(b)	“EBITDA” means the adjusted net earnings before interest, income taxes, depreciation and amortization, calculated
by adding back depreciation and amortization to the consolidated earnings of the Corporation and its subsidiaries from operations
for the applicable period as reflected in the Corporation’s consolidated income statement.



 




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		(c)	“ROIC” means the adjusted net earnings before interest and income taxes for the applicable period divided by the
average invested capital. For this purpose, “average invested capital” means (i) the shareholders’ equity
plus long-term debt of the Corporation as at the beginning of the applicable period, plus (ii) the shareholders’ equity
plus long-term debt of the Corporation as at the end of the applicable period, divided by two.



 


		3.	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 PSU granted
or awarded to any Participant (including reducing or eliminating any Performance Period or Vesting Period originally determined)
and permitting acceleration of vesting of any or all PSUs or determining that any PSU has vested, in whole or in part and regarding
amendment of the Plan and, if applicable, Grant Agreements or Grant Letters.


 




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