EMPLOYMENT AGREEMENT

Exhibit 10.8

EMPLOYMENT AGREEMENT

By and Among:

Xxxxx X. Xxxxx

(the "Executive")

And:

XXXXXXX BROS. AUCTIONEERS (AMERICA) INC.,
a corporation incorporated under the laws of Washington (the "Company")

And:

IRONPLANET INC.,
a Delaware corporation (the "Employer")

WHEREAS:

A.      The Company, its parent (Xxxxxxx Bros. Auctioneers Incorporated ("Parent")) and the Parent's other subsidiaries (together, the "Group") are in the business of facilitating the exchange, buying, selling and auctioneering of industrial equipment; and

B.      Pursuant to an Agreement and Plan of Merger, dated as of the date hereof (the "Merger Agreement"), Parent will acquire one hundred percent (100%) of the issued and outstanding capital stock of IronPlanet Holdings, Inc., the parent of the Employer, upon the Closing (as such term is defined in the Merger Agreement); and

C.      The Employer and the Executive wish to continue their employment relationship on the terms and conditions as described in this Agreement, commencing upon, subject to and contingent upon the occurrence of the Closing; and

D.      The Executive's entry into this Agreement is a condition to the Parent's willingness to enter into the Merger Agreement, and the effectiveness of this Agreement in accordance with the terms and conditions hereof as of the Closing is an express condition to the Parent's obligation to consummate the transactions contemplated by the Merger 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 the parties, the Company, the Employer and the Executive agree as follows:

1. EMPLOYMENT

a. Subject to, and from and after the Closing, the Employer agrees to continue to employ the Executive pursuant to the terms and conditions described in this Agreement, including the appendix to this Agreement, and the Executive hereby accepts and agrees to such employment.

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b. Effective as of the Closing, the Executive will (1) have duties and responsibilities that are substantially similar to the Executive's duties and responsibilities with the Employer as of the date hereof, provided that the Executive understands and agrees that his duties and responsibilities following the Closing may be limited to the Employer and may not extend to other members of the Group, (2) have a title determined by the Company in good faith that is consistent with the titles held by substantially similar employees within the Group and (3) report to such individual or individuals as is determined by the Company in good faith and consistent with the Executive's role with the Employer.

c. The Executive's employment with the Employer in this new role will commence on the date upon which the Closing occurs (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"). In the event that the Closing does not occur, this Agreement will be null and void and of no force or effect.

d. 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 his best efforts, expertise, skills and talents, to the business of the Employer, except as may be permitted pursuant to 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 Employer's Board of Directors;

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 a former employer or to any other person that will conflict with the Executive's duties and responsibilities under this Agreement.

b. During the Term, 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.

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 an event of Good Reason, 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.

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4. COMPENSATION

a. Upon the Commencement Date, and continuing during the Term, the Executive will earn or be eligible for, as the case may be, the following annual compensation, less applicable statutory and regular payroll deductions and withholdings:

Compensation Element		Amount
Annual Base Salary		USD $365,000 (the "Base Salary")
Annual Short-Term Incentive		60% of Base Salary at Target (the "STI Bonus") (0% - 200% of STI Bonus at Target, based on actual performance)
Annual Long-Term Incentive Grant		Targeted at 100% of Base Salary (the "LTI Grant")

The Employer shall review the Executive's compensation package for increase no less frequently than annually, commencing in 2017. LTI grants are typically made in March of each year.

b. The structure of the STI Bonus and LTI Grant will be consistent with those granted to the Parent'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 maximum ten-year term, with all such options vesting in equal one-third parts after the first, second and third anniversaries of the grant date, subject to continued employment;

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. 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 the Parent.

d. STI will commence in 2017, even if the Commencement Date occurs in 2016. Notwithstanding anything herein to the contrary, the provisions of this Agreement shall not adversely affect the Executive's rights under the 2016 annual bonus plan of the Employer.

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e. The Executive shall be entitled to receive a full LTI grant for the year in which the Commencement Date occurs, regardless of when such date occurs.

f. Notwithstanding any other provisions in this Agreement to the contrary, the Executive will be subject to any clawback/recoupment policy of the Parent or 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 Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the listing requirements of any national securities exchange on which common stock of the Parent is listed, or otherwise.

g. In the event of a restatement of the financial results of the Parent (other than due to a change in applicable accounting rules or interpretations), the Board of Directors of Parent (the "Parent 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 Company's US group benefit plans, subject to the terms and conditions of said plans and the applicable policies of the Company and applicable benefits providers. Transition to the Company's US group benefit plan is anticipated to occur within a reasonable time period, but no later than January 1, 2018.

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.

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.

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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, in accordance with the Employer's vacation policy.

b. The Executive will take 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, in accordance with the Employer's vacation policy in effect from time to time.

9. CHANGE OF CONTROL

a. In consideration of the Executive's employment by the Employer, the Executive and the Company hereby agree to enter into and execute, contemporaneously with this Agreement, the change of control agreement in Appendix "A" 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 Parent 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 to Parent 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 an 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.

In the event of termination for Cause, all unvested stock options or other awards granted to the Executive pursuant to the terms of the Parent's Stock Option Plan (the "Option Plan") will immediately be void on the date the Employer notifies the Executive of such termination.

In the event of termination for Cause, the rights of the Executive with respect to any performance share units ("PSUs") granted pursuant to the Parent's Performance Share Unit Plan (the "PSU Plan") will be governed pursuant to the PSU Plan.

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b. Termination for Good Reason: The Executive may terminate his 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 Parent or an affiliate, without the Executive's consent, to (1) the Executive's position, authority, duties and responsibilities as in effect immediately following the Commencement Date, (2) a relocation of the Executive's current place of employment by more than fifty miles, or (3) a material reduction in the Base Salary or in the potential short-term or long-term incentive bonus the Executive is eligible to earn, but does not include (a) any changes that are made to the Executive's title, duties, authorities, responsibilities, reporting structure, signing authority or other terms and conditions of employment in connection with the Closing or related integration matters, so long as such changes are in accordance with Section 1.b. of this Agreement, (b) a change in the Executive's duties and/or responsibilities arising from a change in the scope or nature of the Parent's business operations, provided such change does not materially and adversely affect the Executive's position or authority, or (c) any across the board change to compensation affecting similar executives in a similar fashion.

c. Termination without Cause: The Employer may terminate the Executive's employment at any time, without Cause and, in the event of such a termination shall provide the Executive with the following:

i. Six (6) months' continued payment of the Executive's Base Salary and an amount equal to 50% of the STI Bonus at Target, plus an additional one (1) months' Base Salary and 12% of the STI Bonus at Target per year of service up to a maximum of twelve (12) months' Base Salary and 100% of the STI Bonus at Target (paid ratably over the applicable period in accordance with the Employer's payroll practices);

ii. continuation of all applicable PSU rights held by the Executive in accordance with the PSU grant agreement, and the terms and conditions of the PSU Plan;

iii. 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

iv. 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.

For purposes of calculating the severance payment described in this section, the Employer shall honor the Executive's time of service dating from the original date of employment with the Employer, as opposed to the Commencement Date.

d. Resignation: The Executive may terminate his employment with the Employer at any time by providing the Employer with one (1) month's 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 elapsed in that notice period and the Executive's employment will terminate on the earlier date specified by the Employer without any further compensation.

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In the event of termination by the Executive as provided in this section 10.d., 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.

PSUs will continue to vest and be paid in accordance with the original grant schedule applicable thereto.

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 Parent or the Company, the Executive will have, in lieu of any rights to severance payments or benefits hereunder, the rights set forth in the Change of Control Agreement.

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, subject to the next subparagraph, a prorated STI Bonus for the year of termination (at the target level of performance), 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 effectiveness of the Release.

ii. In the event of resignation by the Executive or termination of the Executive's employment for Cause, no pro-rated 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.

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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 or provide any additional equity vesting 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 payments and benefits shall not be made or provided 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 payments and benefits shall not be made or provided 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.

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 Parent's share ownership guideline policy, as amended from time to time.

12. CONFIDENTIAL INFORMATION

a. In this Agreement "Confidential Information" means information proprietary to Parent, the Company, the Employer or their affiliates (collectively, the "Parent Entities") 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 the Parent Entities or in which the Parent Entities otherwise have an interest, and includes Confidential Information created by the Executive in the course of his employment, jointly or alone. The Executive acknowledges that the Confidential Information is the exclusive property of the Parent Entities.

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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 the Parent Entities.

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.

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 his 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 his 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.

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b. The Executive will not during the Applicable Period (as defined below), 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 any Parent Entity 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 a Parent Entity or to reduce such business with a Parent Entity 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 a Parent Entity, to leave his or her employment with the Parent Entity.

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.

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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 g. 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 State of Washington, without reference to that state's conflicts of laws rules.

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.

19. ENTIRE AGREEMENT

a. This Agreement, including the Appendix, and any other documents referenced herein, contains the complete agreement concerning the Executive's employment by the Employer and will, as of the Commencement Date, supersede any and all other employment agreements between the parties, including, without limitation, the Executive's Employment Agreement with Employer, dated as of February 15, 2016.

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 each of the parties hereto, 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 10 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.

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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;

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 American Arbitration Association (the "AAA") to appoint one. The arbitration will be held in Seattle, Washington in accordance with the AAA's rules, 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.

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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.

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 28^th day of August, 2016.

[Signature Page Follows]

Page 13 of 21

Signed, Sealed and Delivered by		)
Xxxxx X. Xxxxx in the		)
presence of:		)
		)	/s/ Xxxxx X. Xxxxx
Diego Mantalvo		)	Xxxxx X. Xxxxx
Name		)
		)
0000 Xxxxx Xxxxxx		)
Address		)
		)
Fort Worth, TX		)
		)
		)
HR Generalist		)
Occupation		)

XXXXXXX BROS. AUCTIONEERS (AMERICA) INC.
Per:	/s/ Xxxx Xxxxxx
	Authorized Signatory

IRONPLANET INC.
Per:	/s/ Xxxxxxx X. Xxxxx
	Authorized Signatory

Page 14 of 21

APPENDIX "A"

CHANGE OF CONTROL AGREEMENT

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

BETWEEN:

XXXXXXX BROS. AUCTIONEERS (AMERICA) INC.,
a corporation incorporated under the laws of Washington

(the "Company")

AND:

Xxxxx X. Xxxxx

(the "Executive")

WITNESSES THAT WHEREAS:

A.     The Executive is an executive of the Company or a subsidiary 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 their 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:

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1. Definitions

In this Agreement,

(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 August 28, 2017;

(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.

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(i) "Parent Company" means Xxxxxxx Bros. Auctioneers Incorporated.

(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

Page 17 of 21

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.

(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 favor 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.

Page 18 of 21

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.

(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; Incorporation by Reference

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 the Executive's 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 payments or benefits under the Employment Agreement. The provisions of section 24 of the Employment Agreement are hereby incorporated by reference into this Agreement. In addition, to the extent the payment of any amounts under Section 3 hereof upon the schedule set forth therein would cause a violation of Internal Revenue Code Section 409A, such payments will be delayed until the earliest date upon which the payment can be made without resulting in such a violation.

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 State of Washington, which will be the proper law hereof. All disputes and claims will be referred to the state or federal courts of King County, Washington, 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:

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if to the Executive:

0000 Xxxxxx Xx

Xxxxxxx

Xxxxxxxx, XX  00000

xxxxx_xxxx@xxxxx.xxx

E-mail

(a) if to the Company:

0000 Xxxxxxxx Xxxxxxx

Xxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0

Attention: Corporate Secretary
Facsimile: (000) 000-0000

[Signature Page Follows]

Page 20 of 21

11. Copy of Agreement

The Executive hereby acknowledges receipt of a copy of this Agreement executed by the Company.

XXXXXXX BROS. AUCTIONEERS (AMERICA) INC.
By:	s/ Xxxx Xxxxxx
Name:	Xxxx Xxxxxx

SIGNED, SEALED AND DELIVERED by		)
Xxxxx X. Xxxxx in the		)
presence of:		)
		)
Diego Mantalvo		)	/s/ Xxxxx X. Xxxxx
Name		)	Xxxxx X. Xxxxx
		)
0000 Xxxxx Xxxxxx		)
Address		)
		)
Fort Worth, TX		)
		)
HR Generalist		)
Occupation		)

Page 21 of 21