Exhibit 10.6


 


RITCHIE BROS. AUCTIONEERS INCORPORATED


STOCK OPTION ASSUMPTION NOTICE


Dear  


 


As you know, on May 31, 2017 (the “Closing Date”) Ritchie
Bros. Auctioneers Incorporated (“Ritchie”) acquired IronPlanet Holdings, Inc. (“IronPlanet”) (the “Merger”),
pursuant to the Agreement and Plan of Merger by and among Ritchie, IronPlanet, Topaz Mergersub, Inc. and Fortis Advisors LLC, as
the representative of the indemnifying securityholders of IronPlanet, dated as of August 29, 2016 (the “Merger Agreement”).
On the Closing Date, you held one or more outstanding options to purchase shares of common stock of IronPlanet (the “IronPlanet
Options”) set forth on Exhibit A attached hereto (the “Option Schedule”), each of which was granted to
you pursuant to the IronPlanet 2015 Stock Plan and/or the IronPlanet, Inc. 1999 Stock Plan, as amended (together, the "Plans")
and an applicable stock option agreement and any amendments entered into by and between you and IronPlanet or IronPlanet, Inc.
(collectively, the “Option Agreement”).  Pursuant to the Merger Agreement, on the Closing Date, Ritchie assumed
all obligations of IronPlanet under the unvested portion of your IronPlanet Options.


 


This Stock Option Assumption Notice (the "Notice") evidences
the terms of Ritchie's assumption of the unvested portion of the IronPlanet Options as set forth on the Option Schedule. Prior
to the Merger, each IronPlanet Option was documented by the applicable Plan and Option Agreement.


 


Each IronPlanet Option was assumed by Ritchie as of the Closing
Date on the same terms and conditions as prior to the Merger, subject to the following adjustments:


 


1.          Prior
to the Merger, the unvested portion of the IronPlanet Option was potentially exercisable, subject to vesting, to acquire up to
that number of unvested shares as set forth on the Option Schedule at an exercise price per share as set forth on the Option Schedule.
After giving effect to the Merger, each IronPlanet Option is potentially exercisable, subject to vesting, to acquire up to that
number of common shares of Ritchie as set forth on the Option Schedule at an exercise price per share as set forth on the Option
Schedule. The same vesting schedule shall continue to apply, with the number of shares subject to each tranche of vesting adjusted
accordingly.


 


2.          Unless
the context otherwise requires, each reference in the Plan or the Option Agreement to: (i) the "Company" means Ritchie,
(ii) "Common Stock" means Ritchie common shares, and (iii) the "Committee" or the "Administrator"
initially means the Compensation Committee of the Board of Directors of Ritchie.


 


3.          The
form of exercise notice attached to your Option Agreement is no longer applicable. To exercise your assumed IronPlanet Option,
you will need to complete the exercise procedures prescribed by Ritchie’s stock option plan administrator, Solium. You will
be provided shortly with separate instructions on how to access your Solium account and to exercise your options within the Solium
system.


 




     


     


    

 


4.          With
respect to any IronPlanet Option granted under the 2015 Stock Plan, Ritchie hereby consents, solely for purposes of Section 12
of the Plan and not for any other purpose, to any lawful transfer of the Ritchie common shares acquired upon exercise of the IronPlanet
Options.


 


5.          If
you were on a leave of absence on the Closing Date, the vesting of any IronPlanet Option is tolled until you rejoin Ritchie or
its subsidiaries.


 


If you have any questions regarding this Notice or your assumed
IronPlanet Options, please contact stock@ironplanet.com.


 


 


	RITCHIE BROS. AUCTIONEERS INCORPORATED	 
	 	 
	By:		 
	Darren Watt	 
	Corporate Secretary	 


 




     


     


    

  


EXHIBIT A


 


OPTION SCHEDULE 


IRONPLANET OPTIONS


 


	Equity

Incentive Plan	 	Grant Date	 	Total Number

of Shares

Subject to

IronPlanet

Option	 	Total Number

of Unvested

IronPlanet

Shares Subject

to IronPlanet

Option 	 	Exercise Price

Per Share of

IronPlanet

Option	 	Total Number

of Unvested

Ritchie Shares

Subject to New

Ritchie Option 	 	Exercise

Price Per

Share of

New Ritchie

Option