Exhibit 10.20

 

RITCHIE BROS. AUCTIONEERS INCORPORATED

1999 EMPLOYEE STOCK PURCHASE PLAN

(as amended February 17, 2017)

 

CONTENTS:			PAGE
ARTICLE	I	Definitions	2
ARTICLE	II	General	3
ARTICLE	III	Membership	3
ARTICLE	IV	Contributions	5
ARTICLE	V	Accounts	6
ARTICLE	VI	Purchases	7
ARTICLE	VII	Withdrawals During Employment	8
ARTICLE	VIII	Distributions	9
ARTICLE	IX	Administration of the Plan	10
ARTICLE	X	The Administrative Agent	11
ARTICLE	XI	Other Companies	11
ARTICLE	XII	Amendment and Termination	11
ARTICLE	XIII	Miscellaneous	12

 

 

COMPANY STOCK PURCHASE PLAN

 

ARTICLE I

 

Definitions

 

A.           Definitions. As used herein:

 

“Administrator” means 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.

 

“Associated Company” 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” means 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 Company.

 

“Member” means any person who is currently participating in the Plan under the terms of Article III hereof.

 

“Participating Company” means:

(i)          the Company; or

(ii)         any 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 one year

 

“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.

 

“Administrative Agent” 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.

 

ARTICLE II

 

General

 

A.           Purpose. The purpose of the Plan is to enable Employees to acquire Company Shares through payroll deductions with financial assistance provided by the Participating Company.

 

B.           Purchases. The Company Shares purchased by the Administrative Agent under the Plan shall be purchased in accordance with Article VI hereof.

 

ARTICLE III

 

Membership

 

A.           Eligibility 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.

 

B.           Application 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.

 

C.           Termination 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.

 

D.           Renewal 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 bankruptcy.

 

(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.

 

ARTICLE IV

 

Contributions

 

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;

 

B.           Payroll Deductions.

 

(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.

 

C.           Direct Contributions.

 

(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.

 

D.           Remittance 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.

 

 

E.           Agency. 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 month.

 

F.           Contributions 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, or

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.

 

G.           Withholding 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.

 

ARTICLE V

 

Accounts

 

A.           Individual Accounts. The Administrative Agent shall cause to be maintained a participant account for each Member.

 

 

B.           Posting 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.

 

C.           Taxes. 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.

 

D.           Annual 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.

 

E.           Statements 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 Member.

 

ARTICLE VI

 

Purchases

 

A.           Purchase 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.

 

B.           Custody. 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.

 

C.           Voting 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.

 

ARTICLE VII

 

Withdrawals During Employment

 

A.           Directions 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 Administrative

 

 

Agent-administered Internet website, or by phone via the Administrative Agent-administered IVR or call center.

 

B.           Sales 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.

 

ARTICLE VIII

 

Distributions

 

A.           Manner 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.

 

B.           Directions 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.

 

C.           Payment 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.

 

ARTICLE IX

 

Administration of the Plan

 

A.           Duties 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.

 

 

B.           Conduct 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.

 

C.           Expenses. 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.

 

D.           Communications. 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 Participating Companies.

 

ARTICLE X

 

The Administrative Agent

 

A.           Appointment. 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.

 

B.           The 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.

 

C.           Compensation 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.

 

ARTICLE XI

 

Other Companies

 

A.           Withdrawal. 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.

 

 

ARTICLE XII

 

Amendment and Termination

 

A.           Amendment. 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.

 

B.           Termination. This Plan shall terminate automatically on April 30, 2025. In addition, the Company reserves the right to terminate the Plan at any time.

 

C.           Effect 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.

 

ARTICLE XIII

 

Miscellaneous

 

A.           Nonassignability. 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.

 

B.           Right 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.

 

C.           Liability. 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.

 

D.           Regulatory 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.

 

E.           Committee’s 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.