RITCHIE BROS. AUCTIONEERS INCORPORATED
1999 EMPLOYEE STOCK PURCHASE PLAN
(as amended February 17, 2017)
||Withdrawals During Employment
||Administration of the Plan
||The Administrative Agent
||Amendment and Termination
COMPANY STOCK PURCHASE PLAN
As used herein:
the Corporate Secretary of the Company, or such other person as may be appointed by the Committee in accordance with Paragraph
B of Article IX.
means any company in which the Company has a share interest, directly or indirectly through one or more intermediaries, or any
joint venture in which the Company has an interest directly or indirectly through one or more intermediaries.
“Board” means the Board
of Directors of the Company.
“Committee” means the
Compensation Committee of the Board, or such other committee of the Board, appointed and acting for the time being pursuant to
Article IX hereof.
“Company” means Ritchie
Bros. Auctioneers Incorporated, a company incorporated under the laws of Canada, its successors and assigns.
“Company Shares” means
common shares in the capital of the Company as authorized by the Board of the Company or such other class of shares in the capital
of the Company as may be designated by the Board.
contributions made by Members and Participating Companies pursuant to Article IV hereof.
“Employee” means any
person employed on a full-time basis by a Participating Company, or any Permanent Part Time Employee employed by a Participating
“Member” means any person
who is currently participating in the Plan under the terms of Article III hereof.
Associated Company that is controlled by the Company,
until such time as that Associated Company
ceases to be a participant in accordance with Article XI hereof and, for purposes of determining years of service, includes predecessor
companies to the companies noted in this definition.
“Permanent Part Time Employee”
means an employee who regularly works more than 30 hours per week, and is expected to remain employed on this basis for more than
“Plan” means the Ritchie
Bros. Auctioneers Incorporated 1999 Employee Stock Purchase Plan, as set forth herein or as hereafter amended.
“Salary” means the base
salary or wages paid to an Employee by a Participating Company for personal services rendered by him as an Employee of such Participating
Company but not including performance bonuses, signing bonuses, employee benefits, overtime pay, living or other allowances, reimbursements
or special payments, or any contributions or benefits under this or any other plan of current or deferred compensation adopted
by a Participating Company.
“Service” as of any
date means the continuous period ending on such date during which a person has been an Employee.
means the Administrative Agent appointed and acting for the time being, whether original or successor, pursuant to Article X hereof.
Except as otherwise expressly provided,
the masculine gender includes the feminine, and the singular number includes the plural.
The purpose of the Plan is to enable Employees to acquire Company Shares through payroll deductions with financial assistance
provided by the Participating Company.
The Company Shares purchased by the Administrative Agent under the Plan shall be purchased in accordance with Article VI hereof.
for Membership. Each Employee who has attained the age of 19 and who has completed at least 60 days of Service as of the first
day of any calendar month shall be eligible to become a Member on such day or on the first day of any calendar month thereafter.
Membership shall be voluntary.
for Membership. An Employee who is eligible to participate in the Plan may apply for participation in it by executing and delivering
to the Administrator a written statement on a form to be supplied by the Administrator to the effect that he (i) applies for membership
in the Plan, (ii) designates the Administrative Agent as his agent to buy or receive and hold for his account cash or Company Shares,
and (iii) agrees to be bound by all the terms
and conditions of the Plan. Membership
in the Plan shall commence upon acceptance of his application by the Administrator.
of Membership. A person shall cease to be a Member upon the happening of any of the following events:
|(1)||A person shall cease to be a Member whenever he ceases
to be an Employee for any reason (including his retirement, long term disability or death), unless he immediately becomes an Employee
of another Participating Company.
|(2)||A person shall cease to be a Member, even though he is
still an Employee if (i) any judgment, attachment, garnishment, or other court order affecting his compensation or his account
hereunder is filed with or levied upon the Participating Company by which he is employed, the Company, the Administrative Agent
or the Committee, (ii) he is legally adjudged incompetent, or (iii) he becomes bankrupt.
|(3)||A person shall cease to be a Member at the end of the first
calendar month which ends not less than 10 days after he has filed with the Administrator a written statement, on a form to be
furnished by the Administrator, terminating his membership.
|(4)||A person shall cease to be a Member if (i) the Company
by which he is employed ceases to be a Participating Company, unless he immediately becomes an Employee of another Participating
Company, or (ii) the Plan terminates or is terminated.
|(5)||Notwithstanding sub-paragraphs (1) through (4) of this
paragraph, a person who would otherwise have ceased to be a member shall remain a Member if the Committee determines, for reasons
of hardship or otherwise, that such person shall remain a member.
of Membership. A person whose membership has been terminated may renew his membership as follows:
|(1)||A person whose membership has been terminated by reason
of interruption of his Service may renew his membership in accordance with Paragraph B of this Article only when he is again eligible
under Paragraph A of this Article.
|(2)||An Employee whose membership has been terminated pursuant
to Sub-paragraph (2) of Paragraph C of this Article but whose Service has not been interrupted may renew his membership in accordance
with Paragraph B of this Article, but only after the expiration of three full calendar months following the satisfaction of such
judgment, attachment, garnishment or other court order or after he is legally adjudged competent or after he is discharged from
|(3)||An Employee who has terminated his membership pursuant
to Sub-paragraph (3) of Paragraph C of this Article may renew his membership in accordance with Paragraph B
|of this Article only if he is eligible under Paragraph A of this Article and only after one year
has passed since he terminated his membership.|
A. Contributions by Members.
Any Member may contribute in any calendar month toward the purchase of Company Shares for his account under the Plan an amount
which shall not exceed four per cent (4%) of his Salary during such month;
|(1)||Except as provided in Paragraph C of this Article, all
such contributions must be made through payroll deductions. A Member (or prospective Member) shall direct such deductions to be
made by executing and delivering to the Administrator a written notice to make such deductions, on a form to be supplied by the
Administrator but any such notice shall not be effective with respect to any calendar month unless it is received 10 days prior
to the commencement of such calendar month. Any such direction shall remain in effect for all subsequent calendar months until
it is changed or revoked.
|(2)||A Member may direct such deductions to be changed in amount
not more than twice during any one calendar year by executing and delivering to the Administrator written notice to that effect
but any such notice shall not be effective with respect to any calendar month unless it is received 10 days prior to the commencement
of such calendar month.
|(1)||In any jurisdiction where payroll deductions are unlawful
or where the Company determines that it is impractical, a Member may contribute toward the purchase of Company Shares for his
account under the Plan by remitting his contributions to the Participating Company by which he is employed in accordance with
such procedures as the Participating Company shall establish.
and Conversion. The Participating Company which pays each Member shall, within six days after the close of each calendar month,
forward the Member’s contributions to the Administrative Agent, together with a statement setting forth the following information:
(i) the name of the Member, (ii) the amount of his contribution, and (iii) such additional information as the Administrative Agent
may require. The Participating Company shall, if required by the Administrative Agent, and prior to forwarding the funds to the
Administrative Agent, convert the amount which he has contributed during any calendar month into United States funds at such a
rate of exchange and in such manner as the Participating Company shall determine.
In withholding or accepting funds as contributions hereunder and in converting the same into United States funds, the Participating
Company by which a Member is employed shall be the agent of the Member, and no contribution shall be deemed to have been made under
the Plan until the same has been received by the Administrative Agent pursuant to Paragraph D of this Article. If the Participating
Company is unable to secure the conversion into United States funds, as required by the Administrative Agent, of the contribution
by a Member for any calendar month within the period specified in Paragraph D of this Article, it shall remit the same to such
Member with his next payment of Salary, and the Member shall have no further right to contribute with respect to such calendar
by Participating Companies. The Participating Company employing any Member who makes a contribution in any calendar month pursuant
to this Article shall pay over
to the Administrative Agent within six
days after the close of such calendar month, as a contribution on behalf of and as an absolute benefit for such Member for such
calendar month, an amount (in United States funds, if required by the Administrative Agent) equal to:
|i)||for Members whose continuous employment with a Participating
Company is less than five (5) years, one-half (1/2) of the amount contributed by such Member,
|ii)||for Members whose continuous employment with a Participating
Company is greater than Five (5) but less than ten (10) years, three-quarters (3/4) of the amount contributed by such Member,
|iii)||for Members whose continuous employment with a Participating
Company is greater than ten (10) years, the amount contributed by such Member
in each case to a maximum total matching
contribution of US$16,000 per calendar year. If any contribution is paid to the Administrative Agent in a currency other than United
States dollars, then for purposes of determining the application of the US$16,000 limitation, the amount contributed will be treated
as if it had been converted into U.S. dollars using the noon buying rate(s) reported by the Bank of Canada on the last day of the
closed calendar month to which the contribution relates.
Taxes. The contribution by a Participating Company to the Administrative Agent on behalf of any Member for any calendar month
shall be regarded as additional compensation paid to such Member in such month, and any taxes payable to any jurisdiction with
respect thereto shall, where required, be withheld from the Salary payable to him during such calendar month.
Accounts. The Administrative Agent shall cause to be maintained a participant account for each Member.
of Transactions. The Administrative Agent shall cause the account of each Member to be credited with the amount of all Contributions
by or on behalf of such Member, any dividends or other income received on Company Shares held for his account and any net proceeds
from the sale of Company Shares for his account. It shall cause such account to be debited with the cost of any Company Shares
purchased for his account (in the manner described in Article VI hereof). It shall cause such account to be debited with any amounts
distributed to him or his legal representatives.
The Administrative Agent may withhold any taxes and furnish any information with respect to dividends or other income received
for the account of any Member that may be required by the laws of any jurisdiction.
Audit. At the Company’s request and at the Company’s expense, the books of the Plan may be audited by the Company’s
independent accountants annually.
of Account. As promptly as practicable after June 30 and December 31 of each year, the Administrative Agent shall cause a statement
to be mailed or delivered to each Member setting forth the accounts of such Member as of such dates. Such statement shall be deemed
to be correct unless the Administrative Agent is notified to the contrary within 30 days after it is mailed or delivered to such
of Company Shares. On the next business day following the 10th day of each calendar month the Administrative Agent shall purchase
Company Shares for the accounts of the Members, to the extent necessary, in accordance with the following procedure:
|(1)||The Company Shares to be purchased in any calendar month
by the Administrative Agent under the Plan shall be purchased through a member firm of the primary stock exchange on which Company
Shares are listed.
|(2)||The Administrative Agent shall determine the aggregate
sum carried in the accounts of the Members at the close of business on such 10th day
|(3)||The Administrative Agent shall then place orders with one
or more member firms of a stock exchange as provided under Subparagraph (1) of this Paragraph to purchase at the market price
in the name of the Administrative Agent or its nominee, the largest number of whole Company Shares which can be purchased with
the Contributions, provided however, that the Administrative Agent shall be not required to purchase shares in the market at times
or prices which would not be consistent with the conduct of orderly transactions in the market for such shares.
|(4)||After the purchases described in Sub-paragraph (3) of this
Paragraph have been completed, the Administrative Agent shall determine the average price per share (excluding all commissions,
taxes and other expenses incurred by the Administrative Agent in connection therewith) at which Company Shares have been acquired
for Members pursuant to Sub-paragraph (3) of this Paragraph (hereinafter called the “Purchase Price”) and shall cause
the account of each Member to be credited with the number of shares (carried to at least the fourth decimal place) equal to the
amount that was carried in his account on such 10th day divided by the Purchase Price. At the same time, the Administrative Agent
shall debit the account of such Member with an amount equal to the Purchase Price multiplied by the number of Company Shares (carried
at least to the fourth decimal place) that have been credited to such Member’s account.
The Administrative Agent shall hold for safekeeping all Company Shares purchased by it pursuant to the Plan until the Member
for whose account they have been purchased, or his legal representatives, direct the Administrative Agent to transfer and deliver
the same to him or such legal representatives pursuant to Paragraph A of Article VII hereof or Paragraph B of Article VIII hereof
or to sell such shares pursuant to Paragraph B of Article VII hereof. While shares are held by the Administrative Agent, the Administrative
Agent shall credit all distributions received thereon to the proper account of such Member.
Rights. Each member for whose account the Administrative Agent holds Company Shares shall have the right to receive all material
mailed by the Company to its shareholders including all notices of meetings of the shareholders thereof. The Administrative Agent
(or its nominee) shall vote such shares at such meetings of the shareholders in accordance with instructions given to the Administrative
Agent in writing by each Member or shall appoint such Member as the Administrative Agent’s proxy in respect of such shares.
Notwithstanding the foregoing sentence, to the extent that the Administrative Agent receives directions from Members in whose accounts
fractional interests in Company Shares are carried, the Administrative Agent (or its nominee) shall have the right to vote, in
a manner consistent with those directions, a number of full shares equal to the aggregate fractional interests with respect to
which it has been given similar directions.
Withdrawals During Employment
to Withdraw. A Member may direct the Administrative Agent (i) to transfer all or any part of the Company Shares carried in
his account that he has owned for at least one year (except any fractional interest in a Company Share) into his name and to deliver
the same to him, or (ii) to sell all or any part of his Company Shares and fractions thereof that he has owned for at least one
year, in accordance with Paragraph B of this Article, and remit the balance in his account, after the same has been credited with
the proceeds of such sale, to him. All directions to withdraw shall be made by the Member by placing trade orders online via the
Agent-administered Internet website, or
by phone via the Administrative Agent-administered IVR or call center.
of Company Shares. Upon receipt of a direction to sell in accordance with Paragraph A of this Article or Paragraph B of Article
VIII hereof, the Administrative Agent shall sell such shares (the “Withdrawn Shares”) by placing orders with one or
more member firms of the primary stock exchange on which Company Shares are listed to sell at the market the remaining whole number
of Withdrawn Shares for which it has received directions to sell. Orders placed online during market hours are executed as soon
as is practicable via an electronic interface that is maintained between the Administrative Agent-administered website and the
brokerage firm executing the sale. For orders place outside of market hours, orders are executed as soon as is practicable on the
following business day. After the sell order described in this Paragraph has been executed, the Administrative Agent shall determine
the net proceeds (after the payment of all commissions, taxes and other expenses incurred by the Administrative Agent in connection
therewith) on the sale of the Withdrawn Shares and shall cause the account of the Member for whom such shares were sold to be credited
with an amount equal to such net proceeds. At the same time, the Administrative Agent shall debit the account of such Member with
the number of Company Shares sold for his account.
of Distribution. Upon termination of the membership of any Member, the cash and Company Shares held by the Administrative Agent
for the account of such Member shall be distributed as follows:
|(1)||If such Member or his legal representative directs the
Administrative Agent, in the manner and within the period described in Paragraph B of this Article, to liquidate the Member’s
account, the Administrative Agent shall sell all Company Shares credited to the Member’s account and remit the net proceeds
(after the payment of all commissions, taxes and other expenses incurred in connection with such sales or redemptions), together
with any amount remaining in the Member’s account, to the Member or his legal representative.
|(2)||If such Member or his legal representative directs the
Administrative Agent, in the manner and within the period described in Paragraph B of this Article, to distribute the Company
Shares in the Member’s account, or if the Administrative Agent has received written notification from the Administrator
that the Member’s membership in the plan has been terminated and the Administrative Agent has not received any directions
with respect to such Member’s account from the Member or his legal representative in the manner and within the period described
in Paragraph B of this Article, the Administrative Agent shall, if so instructed by the Member, his legal representative or the
Administrator, as applicable, sell any fractional interest in Company Shares at the time and in the manner described in Paragraph
B of Article VII hereof. It shall then
|deliver to such Member or his legal representative all the remaining Company Shares and the total
amount carried in his account, including the net proceeds from any sale of any fractional interests after deducting all relevant
taxes and expenses. Any Company Shares shall, before delivery, be transferred into the name of such Member (in the manner and within
the period described in Paragraph B of this Article) or if the Member shall have died or been adjudged incompetent, then in the
name of his legal representative.|
to Distribute. All directions pursuant to Paragraph A of this Article shall be made directly to the Administrative Agent by
the Member, or in the case of his death or legal incompetency by his legal representative, within 30 days after termination of
his membership and shall be accompanied, in the case of his death or legal incompetency, by evidence satisfactory to the Administrative
Agent of the authority of such legal representative to act, and the legal representative or the Administrative Agent shall provide
a copy of such direction and other materials to the Administrator. The Administrator will review the distribution requests to ensure
that they comply with the provisions of the Plan and will advise the Administrative Agent and the Member if they do not comply.
Notwithstanding the provisions of this Article, except in the event of the death of a Member, a Member or his legal representative
may not receive a distribution of Company Shares, or a distribution of cash related to the liquidation of Company Shares, until
such shares have been owned by the Member for one year.
of Taxes. The Administrative Agent shall not be required to transfer or deliver any cash or Company Shares to the legal representative
of any Member pursuant to this Article until such legal representative has furnished the Administrative Agent with evidence satisfactory
to the Administrative Agent of the payment or provision for the payment of any estate, transfer, inheritance, income or succession
taxes or duties which may be payable.
Administration of the Plan
and Power. The Compensation Committee of the Board or such other committee of the Board of Directors as may from time to time
be authorized by the Board to, among other things, administer this Plan, shall be responsible for the general administration of
the Plan and the proper execution of its provisions. It shall also be responsible for the interpretation of the Plan and the determination
of all questions arising hereunder. It shall maintain all necessary books of account and records not kept by the Administrative
Agent. It shall have the power (i) to establish, interpret, enforce, amend and revoke from time to time such rules and regulations
for the administration of the Plan and the conduct of its business as it deems appropriate, provided such rules and regulations
are uniformly applicable to all persons similarly situated, (ii) to settle periodically the accounts of the Administrative Agent
and (iii) to retain such counsel and employ such accounting, clerical and other assistance as in its judgment may from time to
time be required. Any action which the Committee is required or authorized to take shall be final and binding upon each and every
person who is or may become interested in the Plan.
of its Affairs. The Committee may act by a majority of its members in office from time to time. It shall appoint from time
to time an appropriate person to coordinate the administration of the Plan (the “Administrator”). Unless the Committee
specifically appoints another person, the Corporate Secretary of the Company will be the Administrator.
The expenses of administering the Plan, other than the compensation and expenses of the Administrative Agent, shall be paid by
the Participating Companies ratably in proportion to their contributions under Paragraph F of Article IV hereof.
All communications to the Committee or the Administrator should be addressed to the Chairman of the Compensation Committee or the
Corporate Secretary, respectively, and delivered or mailed to the Company at 9500 Glenlyon Parkway, Burnaby, British Columbia,
V5J 0C6, or at such other address as the Company may from time to time advise by notice to the Administrative Agent, Members and
The Administrative Agent
The Administrative Agent shall be appointed by the Company. Thereafter, the Company shall have the power to remove the Administrative
Agent and appoint a new Administrative Agent. In every case, the Administrative Agent shall be a company duly qualified to perform
the duties of the Administrative Agent.
Administrative Agent Agreement. The terms and conditions of the Administrative Agent agreement shall be determined by the Committee.
Said agreement shall be deemed to form part of the Plan, and any and all rights or benefits which may enure to any person under
the Plan shall be subject to all the terms and conditions of said agreement which are not inconsistent with the Plan.
and Expenses. The compensation and expenses of the Administrative Agent, including commissions, taxes and other expenses incurred
in the purchase of Company Shares through a member firm of a stock exchange, shall be paid by the Participating Companies ratably
in proportion to the average number of Members employed by each Participating Company during the billing period.
In addition to automatic withdrawal upon ceasing to qualify as a Participating Company (as defined hereunder), any corporation
which is a Participating Company, other than the Company, may cease to be a Participating Company at any time and shall cease to
be one upon delivering to the Committee a certified copy of a resolution to that effect duly adopted by its Board of Directors.
Amendment and Termination
Subject to any necessary regulatory approval, the Board may at any time and from time to time make amendments to the Plan in whole
or in part, including without limitation amendments to extend or restrict eligibility for membership in the Plan, but may not make
any amendment which directly affects the duties, rights and obligations of the Administrative Agent without the written consent
of the Administrative Agent. The Board shall promptly notify the Administrative Agent and all Participating Companies of any such
amendment. Any such amendment may be given retroactive effect, but may not deprive any Member or his legal representative without
their consent of any cash or Company Shares held by the Administrative Agent or a Participating Company for his account at the
time of such amendment.
This Plan shall terminate automatically on April 30, 2025. In addition, the Company reserves the right to terminate the Plan at
of Termination. Upon the termination of the Plan, the membership of every Member shall terminate in accordance with the Sub-paragraph
(4), Paragraph C of Article III hereof, and the cash and Company Shares held by the Administrative Agent for his account shall
be distributed to him or his legal representative in accordance with Article VIII hereof.
No right or interest of any Member under the Plan or in the cash or Company Shares held by the Administrative Agent for his
account shall be assignable or transferable in whole or in part, either directly, by operation of law or otherwise, except through
devolution by death or incompetency, and no right or interest of any Member under the Plan or in such cash or shares shall be liable
for or subject to any obligation or liability of such Member.
To Continued Employment. Nothing in the Plan shall be construed as giving any Employee the right to be retained in the employ
of any Participating Company or any right to any payment whatsoever except to the extent of the benefits provided for by the Plan.
Each Participating Company expressly reserves the right to dismiss any Employee at any item without liability for the effect which
such dismissal might have upon him as a Member of the Plan.
Neither the Company, any Participating Company, the Administrative Agent, their directors, officers or employees, the Administrator,
the Committee nor the members of the Committee, shall be liable for anything done or omitted to be done by such person or any other
such person with respect to the price, time quantity or other conditions and circumstances of the
purchase or sale of shares hereunder or
with respect to any fluctuations in the market price of Company Shares, or in any other connection under the Plan, unless such
act or omission constitutes willful misconduct on such person’s part.
Requirement. The only shares which may be acquired pursuant to the Plan are previously issued and outstanding shares which
are listed on a stock exchange. Company Shares may not be offered under the Plan in jurisdictions in which qualification or other
regulatory requirements are applicable until such qualification has been obtained or such other requirements have been satisfied.
Ability to Waive Revisions. Notwithstanding any other provision of the Plan, if the Committee determines, in its sole discretion,
that the application of a particular provision or provisions of the Plan would result in inappropriate or unfair treatment of a
Member or prospective Member, the Committee may waive such provision or provisions as they apply to that Member or prospective
Member. Such actions by the Committee shall not constitute an amendment of the Plan and shall not establish a precedent or in any
way restrict the Committee’s ability to act in similar or dissimilar situations that may arise in the future.