Exhibit
10.1


 


EMPLOYMENT
AGREEMENT


 


Between:


 


MARIANNE
MARCK


 


(the
“Executive”)


 


And:


 


RITCHIE
BROS. AUCTIONEERS (CANADA) LTD.,


a
corporation incorporated under the laws of Canada


 


(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. 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”)
                                         within 4 months after execution of this Agreement. 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. During the period after
                                         the Commencement Date but prior to issuance of the Work Authorization, the Executive
                                         shall provide services under this Agreement from the Executive’s home office in,
                                         USA. It is expected that Executive relocates to Vancouver with-in 4 months of receiving
                                         Canadian work authorization. 



 


If
the Executive is unable to obtain the Work Authorization within 4 months after execution of this Agreement, 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 as this Agreement, 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 supercede the US employment agreement.


 






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		c.	The Executive will be
                                         employed in the position of Chief Information Officer, and shall perform and assume
                                         such duties and responsibilities as may be assigned by the Employer from time to time.



 


		d.	Subject to the Executive
                                         obtaining the Work Authorization as described in section 1.b above, the Executive’s
                                         employment with the Employer will commence on or around April 18, 2016 (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.	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 her 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 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 her 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.



 






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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.	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	 	$335,000 (the “Base
    Salary”)
	 	 	 
	Annual Short-Term Incentive	 	50%
        of Base Salary at Target (the “STI Bonus”)

        (0%
        - 200% of STI Bonus at Target, based on actual performance)

	 	 	 
	Annual Long-Term Incentive Grant	 	100% of Base Salary at Target
    (the “LTI Grant”)


 


The
Employer shall review the Executive’s compensation package for increase no less frequently than annually, starting in 2017.


 


		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;



 


		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.	For 2016, both the STI
                                         and LTI will be prorated for the appropriate portion of the year based on the April 18,
                                         2016 hire date (70.5%).



 






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		d.	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.



 


		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 RBA Pubco is listed, or otherwise.



 


		f.	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. 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.



 


		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.



 


		c.	The Executive will be
                                         provided with an automobile allowance of $2,000 CAD per month; paid once per month.



 


		d.	The Employer will reimburse
                                         the Executive for up to $15,000 in 2016, and up to $5,000 per annum in 2017 and thereafter,
                                         for expenses related to professional advice concerning the completion of the Employment
                                         Agreement, and tax planning and compliance. Reimbursement for completion of the Employment
                                         Agreement shall be treated as a non-taxable benefit to the extent permissible under applicable
                                         law, and the balance of any such reimbursements will be reported as a taxable benefit.



 






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		e.	The Executive shall be
                                         entitled to reimbursement of relocation expenses in accordance with the terms of the
                                         Employer’s standard relocation policy for executives.



 


		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
                                         her 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.	INDEMNITY AND CHANGE OF CONTROL



 


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



 


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



 


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



 


		10.	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”)
granted pursuant to the RBA Pubco’s Performance Share Unit Plan (the “PSU Plan”) , and pursuant to any and all
PSU grant agreements, respectively, will be governed pursuant to the PSU Plan.


 


		b.	Termination
                                         for Good Reason: The Executive may terminate her 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 10 c., below, and the termination
                                         shall be regarded as a termination without Cause for purposes of the Option Plan and
                                         the PSU 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, or (3) the inability or failure, for whatever reason, of the Executive to be
                                         able to work as needed periodically in British Columbia.



 


		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 thirty-six
                                         (36) months of the Term:



 


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



 


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



 






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		(3)	immediate accelerated
                                         vesting of all unvested stock 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



 


		(4)	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.



 


		ii.	After the first 36
                                         months of the Term:



 


		(1)	eighteen (18) months’
                                         Base Salary plus eighteen (18) months’ at-target STI Bonus;



 


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



 


		(3)	immediate accelerated
                                         vesting of all unvested stock 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



 


		(4)	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 her 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 will be as set forth in the
PSU 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
will continue to vest and be paid in accordance with the original grant schedule applicable thereto.


 






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



 


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



 


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



 


		i.	Subject to Section
                                         10 d. and except as limited by Section 10 h. (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



 


		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 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 10b. or Section 10 c. of this Agreement,
                                         the Executive will not be entitled to any other payment in connection with the termination
                                         of the Executive’s employment.



 


		j.	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.



 


		k.	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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		l.	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.



 


		11.	SHARE OWNERSHIP  REQUIREMENTS



 


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



 


		12.	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 her 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.



 






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		13.	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 her 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 her 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).



 


		14.	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,



 






    	 	Page 10 of 32



     


    

 


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


 


		15.	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 twelve (12) 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.


 


		16.	REMEDIES FOR BREACH OF RESTRICTIVE
                                         COVENANTS



 


		a.	The Executive acknowledges
                                         that the restrictions contained in Sections 10 h. iii., 12, 13, 14 and 15 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, 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 10 h. iii., 12, 13, 14, 15,
                                         and 22 of this Agreement will survive the termination of the Executive’s employment
                                         for any reason.



 


		17.	GOVERNING LAW



 


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


 


		18.	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 11 of 32



     


    

 


		19.	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.



 


		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.



 


		20.	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.



 


		21.	INTERPRETATION



 


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


 


		22.	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 12 of 32



     


    

 


		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 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.



 


		23.	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.



 


		24.	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.



 






    	 	Page 13 of 32



     


    

 


		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.



 


		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 29th day
of February, 2016.


 


	Signed, Sealed and Delivered by	)	 
	MARIANNE MARCK in the	)	 
	presence of:	)	 
	 	)	 
	Neil Marck	)	/s/ Marianne Marck
	Name	)	MARIANNE MARCK
	 	)	 
	7052 NE New Brooklyn
    Rd.	)	 
	Address	)	 
	 	)	 
	Bainbridge Island,
    WA 98110 USA	)	 
	 	)	 
	 	)	 
	Self Employed	)	 
	Occupation	)	 


 


	RITCHIE BROS. AUCTIONEERS (CANADA) LTD.	 
	 	 
	Per:	/s/ Darren Watt	 
	 	Authorized Signatory	 


 




    	 	Page 14 of 32



     


    

 


APPENDIX
“A”


 


INDEMNITY
AGREEMENT


 


THIS AGREEMENT executed
on the 29th day of February, 2016.


 


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:


 


MARIANNE
MARCK


 


(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 her 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 15 of 32



     


    

 


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 16 of 32



     


    

 


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 her 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 her 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 her 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 17 of 32



     


    

 


		(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 2.1(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 her 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 18 of 32



     


    

 


		(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:


 






    	 	Page 19 of 32



     


    

 


		(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.



 






    	 	Page 20 of 32



     


    

 


		(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 her 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 21 of 32



     


    

 


		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.


 






    	 	Page 22 of 32



     


    

 


		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:



 


Marianne
Marck


 


7052
New Brooklyn Rd NE, Bainbridge Island WA 98110


Address


_______________________________________________________


 


_______________________________________________________


 


mariannemarck@yahoo.com


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 23 of 32



     


    

 


		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 her 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 her 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 24 of 32



     


    

 


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 RITCHIE	)	 
	BROS. AUCTIONEERS	)	 
	INCORPORATED was hereunto affixed	)	C/S
	in the presence of:	)	 
	 	)	 
	 	)	 
	 	)	 
	By:	/s/ Darren Watt 	)	 
	 	Name:  Darren J. Watt	 	 
	 	Title:  Corporate Secretary	 	 


 


	SIGNED, SEALED AND DELIVERED by	)	 
	MARIANNE MARCK in the	)	 
	presence of:	)	 
	 	)	 
	/s/ Neil Marck	)	/s/ Marianne Marck
	Signature	)	MARIANNE MARCK
	 	)	 
	Neil Marck	)	 
	Print Name	)	 
	 	)	 
	7052 NE New Bainbridge
    Rd, Bainbridge	)	 
	Island WA  98110
    USA	)	 
	Address	)	 
	 	)	 
	Self Employed	)	 
	Occupation	 	 


 




    	 	Page 25 of 32



     


    

 


APPENDIX
“B”


 


CHANGE
OF CONTROL AGREEMENT


 


THIS AGREEMENT executed
on the 29th day of February, 2016.


 


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:


 


MARIANNE
MARCK


 


(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 her 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:


 


		1.	Definitions



 


In this Agreement,


 






    	 	Page 26 of 32



     


    

 


		(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;



 


		(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;
                                         or



 


		(iv)	a reorganization, merger
                                         or consolidation or sale or other disposition of substantially all the assets of the
                                         Company (a “Business Combination”), unless following such Business
                                         Combination the Parent Company beneficially owns all or substantially all of the Company’s
                                         assets either directly or through one or more subsidiaries.



 


		(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 __________ ___,
                                         2016;



 


		(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.



 






    	 	Page 27 of 32



     


    

 


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



 


		(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 without 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 a lump sum cash amount equal to the aggregate of:



 


		A.	one and one-half (1.5)
                                         times Base Salary;



 


		B.	one and one-half (1.5)
                                         times at-target STI Bonus;



 


		C.	one and one-half (1.5)
                                         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.



 






    	 	Page 28 of 32



     


    

 


		(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 terminated by the Company without cause; and



 


		(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 under any and all grant agreements
                                         representing performance share units granted under the PSU Plan, 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.



 


		(c)	No such payment pursuant
                                         to this Section 3 shall be made 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 Company 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
                                         Company, 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.



 


		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 enure
                                         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.



 






    	 	Page 29 of 32



     


    

 


		(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 her 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.


 


		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:


 




    	 	Page 30 of 32



     


    

 


		(a)	if to the Executive:



 


Marianne
Marck


 


7052
NE New Bainbridge Rd, Bainbridge Island WA 98110 USA


Address


 


_______________________________________________________


 


_______________________________________________________


 


mariannemarck@yahoo.com


E-mail


 


		(b)	if to the Company:



 


9500
Glenlyon Parkway


Burnaby,
British Columbia V5J 0C6


Attention:
Corporate Secretary


Facsimile:
(778) 331-5501


 


		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/ Darren
    Watt	 
	 	 	 
	Name: 	Darren Watt	 


 






    	 	Page 31 of 32



     


    

 


	SIGNED, SEALED AND DELIVERED by	)	 
	MARIANNE MARCK in the	)	 
	presence of:	)	 
	 	)	 
	/s/ Neil Marck	)	/s/ Marianne Marck
	Signature	)	MARIANNE MARCK
	 	)	 
	Neil Marck	)	 
	Print Name	)	 
	 	)	 
	7052 NE New Bainbridge
    Rd, Bainbridge	)	 
	Island WA  98110
    USA	)	 
	Address	)	 
	 	)	 
	Self Employed	)	 
	Occupation	 	 


 




    	 	Page 32 of 32