<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 17, 1999
REGISTRATION NUMBER 33-_______
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
-----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
SECURITIES ACT OF 1933
-----------------
SMARTIRE SYSTEMS INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as specified in its charter)
BRITISH COLUMBIA, CANADA NOT APPLICABLE
- --------------------------------------------------------------------------------
State of other jurisdiction of (I.R.S. Employee
incorporation or organization I.D. Number)
SUITE 150, 13151 VANIER PLACE, RICHMOND, BRITISH COLUMBIA, CANADA, V6V 2J1
- --------------------------------------------------------------------------------
Address of Principal Executive Office, including Zip Code
STOCK OPTION AGREEMENTS, MANAGEMENT AGREEMENT
AND
RELEASE AND SETTLEMENT AGREEMENT
- --------------------------------------------------------------------------------
Full title of the agreement(s)
(604) 276-9884
- --------------------------------------------------------------------------------
Telephone Number, including area code, of agent for services)
COPIES TO:
Mr. Bernard Pinsky
Clark Wilson, Barristers & Solicitors
Suite 800, 885 West Georgia Street
Vancouver, B.C., Canada, V6C 3H1
Telephone: (604) 687-5700
- --------------------------------------------------------------------------------
<PAGE> 2
2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
BE REGISTERED REGISTERED(1) UNIT(2) PRICE(2) REGISTRATION FEE
- ---------------- ------------- ------------------ ------------------- ----------------
<S> <C> <C> <C> <C>
Common Stock 302,500(3) $3.05(6) $ 922,625.00 $377.87
33,550(3) $2.99(6) $ 100,314.50
4,375(3) $2.13(6) $ 9,318.75
20,000(3) $1.97(6) $ 39,400.00
20,000(3) $1.74(6) $ 34,800.00
10,000(4) $2.18(7) $ 21,800.00
TOTAL 100,000(5) $2.31(8) $ 231,000.00
---------- -------------
490,425 $1,359,258.25
</TABLE>
(1) This number includes certain options, bonus shares and settlement shares
issued pursuant to individual agreements.
(2) Offering price is expressed in US dollars using a conversion rate of $1.50
Cdn. = $1.00 US.
(3) Options granted pursuant to certain option agreements with employees,
officers and directors.
(4) Shares issued pursuant to a certain management agreement.
(5) Shares issued pursuant to a certain release and settlement agreement.
(6) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h), based on the price at which the options may be
exercised.
(7) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h), based on the average of the high and low
prices on June 1, 1999.
(8) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h), based on the average of the high and low
prices on June 4, 1999.
PROSPECTUS FOR RESALES
The material which follows, up to but including the page beginning Part II of
this Registration Statement, constitutes a prospectus, prepared on Form S-3, in
accordance with General Instruction C to Form S-8, to be used in connection with
resales of securities acquired under the individual Stock Option Agreements, a
Management Agreement, and a Release of Settlement Agreement by affiliates of
SmarTire Systems Inc. (the "Company"), as defined in Rule 405 under the
Securities Act of 1933, as amended.
PROSPECTUS
SMARTIRE SYSTEMS INC.
COMMON STOCK
This Prospectus relates to shares of Common Stock of the Company which may be
offered from time to time by the people named under "Selling Security Holders"
in The Nasdaq SmallCap Market, where the Company's Common Stock currently is
traded, or on securities exchanges, through automated quotation systems or in
other markets where the Common Stock may be traded, or in negotiated
transactions, at prices and on terms then available. The respective Selling
Security Holders will pay any brokerage fees or commissions relating to sales by
them. See "Method of Sale." The Company will receive no part of the proceeds of
any such sales. The principal executive office of the Company is located at
150-13151 Vanier Place, Richmond, British Columbia, Canada, V6V 2J1.
<PAGE> 3
3
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
No person has been authorized to give any information or to make any
representations not contained in this Prospectus. Any information or
representation not contained herein must not be relied upon as having been
authorized by the Company. This Prospectus does not constitute an offer to sell
any of the securities covered by this Prospectus by the Company or the Selling
Security Holders in any state to any person to whom it is unlawful for the
Company or the Selling Security Holders to make such offer. Neither the delivery
of this Prospectus nor any sale made hereunder shall, under any circumstances,
create an implication that there has been no change in the affairs of the
Company since the date hereof or since the dates as of which information has
been incorporated herein.
The expenses of preparing and filing the Registration Statement of which this
Prospectus is a part are being borne by the Company.
The date of this Prospectus is June 17, 1999
<PAGE> 4
4
TABLE OF CONTENTS
<TABLE>
<S> <C>
Available Information 5
Incorporation by Reference 5
Selling Security Holders 5
Method of Sale 6
Securities and Exchange's Position Regarding Indemnification 6
</TABLE>
<PAGE> 5
5
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, and in accordance with that Act files reports and other
information with the Securities and Exchange Commission. All reports, proxy
statements and other information filed with the Securities and Exchange
Commission by the Company can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the following Regional Offices of the Commission: 7 World
Trade Center, New York, New York 10048, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and 11th floor, 5670 Wilshire Boulevard, Los
Angeles, California 90036. Copies of that material can also be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Commission maintains a web site
that contains reports, proxy and information statements and other information
regarding issuers that file electronically with the Commission. The address of
such site is (http://www.sec.gov).
INCORPORATION BY REFERENCE
The Company incorporates by reference into this Prospectus (a) the Company's
Registration on Form 10-SB, as amended (b) the Company's Annual Report on Form
10-KSB for the fiscal year ended July 31, 1998 (c) all documents filed by the
Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934 since July 31, 1998, and (d) the description of the Company's Common Stock
included in its registration statement under Section 12 of the Securities
Exchange Act of 1934 relating to the Common Stock, including any amendment or
report filed for the purpose of updating such description. All documents
subsequently filed by the Company pursuant to Sections 13(a), 14(c), 14 and
15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold, will be deemed
to be incorporated by reference in this Registration Statement and to be part of
it from the date of filing such documents. Copies of all documents which are
incorporated by reference will be provided without charge to anyone to whom this
prospectus is delivered upon a written or oral request to SmarTire Systems Inc.,
Suite 150, 13151 Vanier Place, Richmond, British Columbia, Canada, V6V 2J1,
Attention: Corporate Secretary, telephone number (604) 276-9884.
SELLING SECURITY HOLDERS
The Prospectus relates to possible sales by employees, officers and directors of
the Company of shares of Common Stock purchased by them through the exercise of
options or shares of the Company's Common Stock granted to them under certain
individual Stock Option Agreements, a Management Agreement, and a Release and
Settlement Agreement. The names of those Selling Securities Holders and the
amounts of securities available for resale are as follows:
<TABLE>
<S> <C>
Ian Bateman 20,000
Lawrence M. Becerra 25,000
Jaswir Bhambra 4,875
</TABLE>
<PAGE> 6
6
<TABLE>
<S> <C>
John Bolegoh 12,500
David Dunlap 60,000
Kathy Farrar 2,000
Suzanne Foster 4,000
Shawn Lammers 20,000
Cyprian Libera 5,500
Leslie Minovitch 2,300
Philip Potter 10,000
Nick Richards 15,000
Robert V. Rudman 157,500
Gary Schlachter 17,500
Jim Wiggins 3,000
William Cronin 18,750
Blaine Halina 2,500
Mark Desmarais 10,000
Joseph Merback 100,000
</TABLE>
METHOD OF SALE
The Company anticipates that any sales of the shares offered by this Prospectus
by Selling Security Holders will be made to the public in The Nasdaq SmallCap
Market where the Company's Common Stock currently is traded or on securities
exchanges, through automated quotation systems or in other markets where the
Company's Common Stock may be traded, or in negotiated transactions. The Company
anticipates that sales will be at prices current when the sales take place.
Sales may involve payment of brokers' commissions by Selling Security Holders.
Sales may also be made pursuant to Rule 144 promulgated under the Securities Act
of 1933, as amended (the "Act") without delivery of this Prospectus. There is no
present plan of distribution.
SECURITIES AND EXCHANGE'S POSITION REGARDING INDEMNIFICATION
The Company's Articles provide for indemnification of officers and directors.
Insofar as indemnification for liabilities arising under the Act might be
permitted to directors, officers or persons controlling the Company under the
provisions described above, the Company has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in that Act and is therefore unenforceable.
<PAGE> 7
7
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents of the Company previously filed with the Securities and
Exchange Commission (the "Commission") by the Company are incorporated into this
Registration Statement by reference:
(a) the Company's Registration Statement on Form 10-SB, as
amended;
(b) the Company's Annual Report on Form 10-KSB for the fiscal
year ended July 31, 1998; and
(c) the description of the Company's common stock contained in
the Company's registration statement filed with the
Commission under Section 12 of the Securities Exchange Act of
1934, as amended, including any amendment or report filed for
the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment which indicates that all shares offered
hereunder have been sold or de-registers all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES
No description of the class of securities to be offered is required under this
item because the class of securities to be offered is registered under Section
12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
No such interests.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Articles provide, among other things, that, subject to the Company
Act (British Columbia), the Company will indemnify each and every director,
secretary or assistant secretary and each and every former director, secretary
or assistant secretary of the Company against all reasonable losses, costs,
charges and expenses properly incurred, including any amount paid to settle an
action or satisfy a judgment in a civil, criminal or administrative action or
proceeding by reason of his having been a director or secretary or assistant
secretary of the Company, if: (a) he acted honestly and in good faith, with a
view to the best interests of the Company; and (b) he had reasonable grounds for
believing his conduct was lawful.
<PAGE> 8
8
The Company's Articles further provide that the Company may, if permitted by
law, indemnify any person who serves or has served as a director, officer,
employee or agent of the Company, or of any corporation of which the Company is
a shareholder. Further, the Company is authorized by its Articles to purchase
and maintain insurance for the benefit of any person who is or was serving as a
director, officer, employee or agent of the Company or of any corporation of
which the Company is a shareholder, against any liability which may be incurred
by him in that capacity.
Under Section 128 of the Company Act (British Columbia), any indemnity provided
by the Company to the following persons is subject to court approval:
(a) a director or former director of the Company;
(b) a director or former director of any corporation of which the
Company is or was a shareholder;
(c) the heirs and personal representatives of any person
mentioned in paragraph (a) or (b);
(d) an officer or former officer of the Company or of a
corporation of which the Company is or was a shareholder.
The Company may indemnify such person against all reasonable costs, charges and
expenses, including an amount paid to settle an action or satisfy a judgment,
including an amount paid to settle an action or satisfy a judgment in a civil,
criminal or administrative action or proceeding to which the person is made a
party because of being or having been a director or officer, including an action
brought by the Company or corporation. Indemnification is only possible under
Section 128 of the Company Act (British Columbia) if: (a) the person acted
honestly and in good faith with a view to the best interests of the corporation
of which the person is or was a director or officer; and (b) in the case of a
criminal or administrative action or proceeding, the person had reasonable
grounds for believing that the person's conduct was lawful.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
The following is a complete list of exhibits filed as a part of this
Registration Statement, which Exhibits are incorporated herein.
<TABLE>
<S> <C>
4.1 Director Stock Option Agreement dated March 30, 1998 between
the Company and Ian Bateman;
4.2 Director Stock Option Agreement dated March 30, 1998 between
the Company and Lawrence M. Becerra;
</TABLE>
<PAGE> 9
9
<TABLE>
<S> <C>
4.3 Employee Stock Option Agreement dated March 30, 1998 between
the Company and Jaswir Bhambra;
4.4 Director Stock Option Agreement dated March 30, 1998 between
the Company and John Bolegoh;
4.5 Director Stock Option Agreement dated March 30, 1998 between
the Company and David Dunlap;
4.6 Employee Stock Option Agreement dated March 30, 1998 between
the Company and Kathy Farrar;
4.7 Employee Stock Option Agreement dated March 30, 1998 between
the Company and Suzanne Foster;
4.8 Employee Stock Option Agreement dated March 30, 1998 between
the Company and Shawn Lammers;
4.9 Employee Stock Option Agreement dated March 30, 1998 between
the Company and Cyprian Libera;
4.10 Employee Stock Option Agreement dated March 30, 1998 between
the Company and Philip Potter;
4.11 Director Stock Option Agreement dated March 30, 1998 between
the Company and Nick Richards;
4.12 Director Stock Option Agreement dated March 30, 1998 between
the Company and Robert Rudman;
4.13 Employee Stock Option Agreement dated March 30, 1998 between
the Company and Jim Wiggins;
4.14 Director Stock Option Agreement dated November 10, 1997
between the Company (formerly Unicomm Signal Inc.) and William
Cronin;
4.15 Employee Stock Option Agreement dated November 10, 1997
between the Company (formerly Unicomm Signal Inc.) and Leslie
Minovitch;
4.16 Director Stock Option Agreement dated November 10, 1997
between the Company (formerly Unicomm Signal Inc.) and Robert
V. Rudman;
4.17 Amended Employee Stock Option Agreement dated March 26, 1997
between the Company (formerly Unicomm Signal Inc.) and Jaswir
Bhambra;
4.18 Amended Employee Stock Option Agreement dated March 26, 1997
between the Company (formerly Unicomm Signal Inc.) and Cyprian
Libera;
4.19 Amended Employee Stock Option Agreement dated July 2, 1997
between the Company (formerly Unicomm Signal Inc.) and Blaine
Halina;
4.20 Employee Stock Option Agreement dated July 2, 1997 between the
Company (formerly Unicomm Signal Inc.) and Gary Schlachter;
and
4.21 Director Stock Option Agreement dated January 9, 1998 between
the Company and Robert Rudman;
4.22 Management Agreement effective June 1, 1999 between the
Company and Mark Desmarais;
4.23 Release and Settlement Agreement effective June 4, 1999
between the Company and Joseph Merback; and
5.1 Opinion of Clark, Wilson, Barristers & Solicitors (including
consent).
</TABLE>
<PAGE> 10
10
ITEM 9 UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(a) For purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act, that is
incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(b) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Richmond, British Columbia, on June ____, 1999.
SmarTire Systems Inc.
Per: /s/ Mark Desmarais
Mark Desmarais, President and Chief Operating Officer
<PAGE> 11
11
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Robert Rudman CEO, Chairman June 17, 1999
- ------------------------ and Director
Robert Rudman
/s/ Mark Desmarais President and June 17, 1999
- ------------------------ Chief Operating Officer
Mark Desmarais and Director
/s/ Kevin Carlson Chief Financial Officer June 17, 1999
- ------------------------ and Director
Kevin Carlson
/s/ John I. Bolegoh Vice President June 17, 1999
- ------------------------ Operations and
John I. Bolegoh Director
/s/ Dana Stonerook Director June 17, 1999
- ------------------------
Dana Stonerook
/s/ Lawrence Becerra Director June 17, 1999
- ------------------------
Lawrence Becerra
/s/ Bernard Pinsky Director June 17, 1999
- ------------------------
Bernard Pinsky
</TABLE>
<PAGE> 12
12
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
4.1 Director Stock Option Agreement dated March 30, 1998 between
the Company and Ian Bateman;
4.2 Director Stock Option Agreement dated March 30, 1998 between
the Company and Lawrence M. Becerra;
4.3 Employee Stock Option Agreement dated March 30, 1998 between
the Company and Jaswir Bhambra;
4.4 Director Stock Option Agreement dated March 30, 1998 between
the Company and John Bolegoh;
4.5 Director Stock Option Agreement dated March 30, 1998 between
the Company and David Dunlap;
4.6 Employee Stock Option Agreement dated March 30, 1998 between
the Company and Kathy Farrar;
4.7 Employee Stock Option Agreement dated March 30, 1998 between
the Company and Suzanne Foster;
4.8 Employee Stock Option Agreement dated March 30, 1998 between
the Company and Shawn Lammers;
4.9 Employee Stock Option Agreement dated March 30, 1998 between
the Company and Cyprian Libera;
4.10 Employee Stock Option Agreement dated March 30, 1998 between
the Company and Philip Potter;
4.11 Employee Stock Option Agreement dated March 30, 1998 between
the Company and Nick Richards;
4.12 Director Stock Option Agreement dated March 30, 1998 between
the Company and Robert Rudman;
4.13 Employee Stock Option Agreement dated March 30, 1998 between
the Company and Jim Wiggins;
4.14 Director Stock Option Agreement dated November 10, 1997
between the Company (formerly Unicomm Signal Inc.) and
William Cronin;
4.15 Employee Stock Option Agreement dated November 10, 1997
between the Company (formerly Unicomm Signal Inc.) and
Leslie Minovitch;
4.16 Director Stock Option Agreement dated November 10, 1997
between the Company (formerly Unicomm Signal Inc.) and
Robert V. Rudman;
</TABLE>
<PAGE> 13
13
<TABLE>
<S> <C>
4.17 Amended Employee Stock Option Agreement dated March 26, 1997
between the Company (formerly Unicomm Signal Inc.) and
Jaswir Bhambra;
4.18 Amended Employee Stock Option Agreement dated March 26, 1997
between the Company (formerly Unicomm Signal Inc.) and
Cyprian Libera;
4.19 Amended Employee Stock Option Agreement dated July 2, 1997
between the Company (formerly Unicomm Signal Inc.) and
Blaine Halina;
4.20 Employee Stock Option Agreement dated July 2, 1997 between
the Company (formerly Unicomm Signal Inc.) and Gary
Schlachter; and
4.21 Director Stock Option Agreement dated January 9, 1998
between the Company and Robert Rudman;
4.22 Management Agreement effective June 1, 1999 between the
Company and Mark Desmarais;
4.23 Release and Settlement Agreement effective June 4, 1999
between the Company and Joseph Merback; and
5.1 Opinion of Clark, Wilson, Barristers & Solicitors (including
consent).
</TABLE>
<PAGE> 1
EXHIBIT 4.1
DIRECTOR STOCK OPTION AGREEMENT
THIS AGREEMENT made the 30th day of March, 1998.
BETWEEN:
SMARTIRE SYSTEMS INC., a company duly incorporated under the
laws of British Columbia, having its head office at #150 -
13151 Vanier Place, V6V 2J1
(hereinafter called the "Company")
AND:
IAN BATEMAN, 56 Upper End, Chaddieworth, NR Newbury, Berks, UK
RG20 7DY
(hereinafter called the "Purchaser")
WHEREAS:
A. The Purchaser is a member of the Board of Directors of the
Company;
B. The Company wishes the Purchaser to continue as a director and
to continue to receive the benefit of his services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises
and mutual covenants and agreements herein contained, the parties hereto agree
as follows:
1. In this Agreement, the following terms shall have the following meanings:
(a) "Exchange" means the Vancouver Stock Exchange;
(b) "Expiry Date" means March 30, 2003;
(c) "Insider" means a director or senior officer of the Company,
or a director or senior officer of a person that is itself an
insider or subsidiary of the Company, or a person whose
control or direct or indirect beneficial ownership, or a
combination of that control and ownership over securities of
the Company extends, not counting securities in respect of
which he is acting as an underwriter in the course of a
distribution, to securities carrying more than 10% of the
voting rights attached to all the Company's outstanding voting
securities;
(d) "Notice of Exercise" means a notice in writing addressed to
the Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
<PAGE> 2
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(e) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph
2 hereof;
(f) "Optioned Shares" means the common shares of the Company,
subject to the Option; and
(g) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration, of his services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set forth, the
Option to purchase a total of 20,000 (TWENTY THOUSAND) Optioned Shares at the
price of $4.58 per Optioned Share, exercisable by the Purchaser in whole or in
part at any time before 5:00 o'clock p.m., Vancouver time, on the Expiry Date.
3. The Option shall, at 5:00 o'clock p.m., Vancouver time, on the Expiry Date,
forthwith expire and terminate and be of no further force or effect whatsoever.
4. In the event of the death of the Purchaser on or prior to the Expiry Date,
the Option, or such part thereof as remains unexercised, may be exercised by the
personal representative of the Purchaser at any time prior to 5:00 o'clock p.m.,
Vancouver time, on the first anniversary of the date of death of the Purchaser
or prior to 5:00 o'clock p.m., Vancouver time, on the Expiry Date, whichever is
the earlier.
5. The Purchaser represents and warrants that he is a Director of the Board of
Directors of the Company. In the event the Purchaser ceases to be a Director
prior to the Expiry Date, the Option shall, at 5:00 o'clock p.m., Vancouver
time, on the thirtieth day after the date upon which the Purchaser ceases to be
a Director or employee, terminate and be of no further force or effect
whatsoever.
6. Subject to the provisions hereof, the Option shall be exercisable in whole or
in part (at any time and from time to time as aforesaid) by the Purchaser or his
personal representative giving a Notice of Exercise together with payment (by
cash or by certified cheque, made payable to the Company) in full of the
purchase price for the number of Optioned Shares specified in the Notice of
Exercise.
7. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to deliver to
the Purchaser or his personal representative within ten (10) days following
receipt by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his personal representative representing, in aggregate, the
number of Optioned Shares specified in the Notice of Exercise and in respect of
which the Company has received payment.
8. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the Purchaser
shall have exercised his Option in the manner hereinbefore provided.
<PAGE> 3
-3-
9. In the event of any subdivision, redivision or change of the Shares of the
Company at any time prior to the Expiry Date into a greater number of Shares,
the Company shall deliver at the time of any exercise thereafter of the Option
such additional number of Shares as would have resulted from such subdivision,
redivision or change if such exercise of the Option had been made prior to the
date of such subdivision, redivision or change.
10. In the event of any consolidation or change of the Shares of the Company at
any time prior to the Expiry Date into a lesser number of Shares, the number of
Shares deliverable by the Company on any exercise thereafter of the Option shall
be reduced to such number of Shares as would have resulted from such
consolidation or change if such exercise of the Option had been made prior to
the date of such consolidation or change.
11. The Purchaser shall have no rights whatsoever as a shareholder in respect of
any of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Option has
been properly exercised in accordance with paragraphs 1 (d) and 7 hereof.
12. Time shall be of the essence of this Agreement.
13. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his personal
representative to the extent provided in paragraph 4 hereof.
14. Subject to paragraph 4, this Agreement shall not be transferable or
assignable by the Purchaser or his personal representative and the Option may be
exercised only by the Purchaser or his personal representative.
15. The granting of the Option and the terms and conditions hereof shall be
subject to the approval of the Exchange and, if the Purchaser is an Insider, is
further subject to the approval of the shareholders of the Company prior to the
exercise of the Option.
16. If at any time during the continuance of this Agreement, the parties hereto
shall deem it necessary or expedient to make any alteration or addition to this
Agreement, they may do so by means of a written agreement between them which
shall be supplemental hereto and form part hereof and which shall be subject to
the approval of the Exchange and, if the Purchaser is an Insider, shall be
subject to the approval of the shareholders of the Company.
17. Wherever the plural or masculine are used throughout this Agreement, the
same shall be construed as meaning singular or feminine or neuter or the body
politic or corporate where the context of the parties thereto require.
18. This Agreement may be executed in several parts in the same form and such
parts as so executed shall together constitute one original agreement, and such
parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of this Agreement.
<PAGE> 4
-4-
IN WITNESS WHEREOF the Company has hereunto caused its corporate seal to be
affixed in the presence of its duly authorized officers in that behalf and the
Purchaser has hereunto set his hand and seal as of the day and year first above
written.
THE COMMON SEAL OF SMARTIRE SYSTEMS INC. )
was hereunto affixed in the presence of: )
)
- -------------------------------------- )
Authorized Signatory )
) C/S
- -------------------------------------- )
Authorized Signatory )
SIGNED, SEALED AND DELIVERED by IAN )
BATEMAN in the presence of: )
)
- -------------------------------------- )
Signature )
- -------------------------------------- ) -----------------------------
Print Name ) IAN BATEMAN
- -------------------------------------- )
Address )
- -------------------------------------- )
)
- -------------------------------------- )
Occupation
<PAGE> 1
EXHIBIT 4.2
DIRECTOR STOCK OPTION AGREEMENT
THIS AGREEMENT made the 30th day of March, 1998.
BETWEEN:
SMARTIRE SYSTEMS INC., a company duly incorporated under the
laws of British Columbia, having its head office at #150 -
13151 Vanier Place, V6V 2J1
(hereinafter called the "Company")
AND:
LAWRENCE M. BECERRA, Flat 5, New River Head, 173 Rosebery
Avenue, London, UK EC1R 4UJ
(hereinafter called the "Purchaser")
WHEREAS:
A. The Purchaser is a member of the Board of Directors of the
Company;
B. The Company wishes the Purchaser to continue as a director and
to continue to receive the benefit of his services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises
and mutual covenants and agreements herein contained, the parties hereto agree
as follows:
1. In this Agreement, the following terms shall have the following meanings:
(a) "Exchange" means the Vancouver Stock Exchange;
(b) "Expiry Date" means March 30, 2003;
(c) "Insider" means a director or senior officer of the Company,
or a director or senior officer of a person that is itself an
insider or subsidiary of the Company, or a person whose
control or direct or indirect beneficial ownership, or a
combination of that control and ownership over securities of
the Company extends, not counting securities in respect of
which he is acting as an underwriter in the course of a
distribution, to securities carrying more than 10% of the
voting rights attached to all the Company's outstanding voting
securities;
(d) "Notice of Exercise" means a notice in writing addressed to
the Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
<PAGE> 2
-2-
(e) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph
2 hereof;
(f) "Optioned Shares" means the common shares of the Company,
subject to the Option; and
(g) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration, of his services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set forth, the
Option to purchase a total of 25,000 (TWENTY-FIVE THOUSAND) Optioned Shares at
the price of $4.58 per Optioned Share, exercisable by the Purchaser in whole or
in part at any time before 5:00 o'clock p.m., Vancouver time, on the Expiry
Date.
3. The Option shall, at 5:00 o'clock p.m., Vancouver time, on the Expiry Date,
forthwith expire and terminate and be of no further force or effect whatsoever.
4. In the event of the death of the Purchaser on or prior to the Expiry Date,
the Option, or such part thereof as remains unexercised, may be exercised by the
personal representative of the Purchaser at any time prior to 5:00 o'clock p.m.,
Vancouver time, on the first anniversary of the date of death of the Purchaser
or prior to 5:00 o'clock p.m., Vancouver time, on the Expiry Date, whichever is
the earlier.
5. The Purchaser represents and warrants that he is a Director of the Board of
Directors of the Company. In the event the Purchaser ceases to be a Director
prior to the Expiry Date, the Option shall, at 5:00 o'clock p.m., Vancouver
time, on the thirtieth day after the date upon which the Purchaser ceases to be
a Director or employee, terminate and be of no further force or effect
whatsoever.
6. Subject to the provisions hereof, the Option shall be exercisable in whole or
in part (at any time and from time to time as aforesaid) by the Purchaser or his
personal representative giving a Notice of Exercise together with payment (by
cash or by certified cheque, made payable to the Company) in full of the
purchase price for the number of Optioned Shares specified in the Notice of
Exercise.
7. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to deliver to
the Purchaser or his personal representative within ten (10) days following
receipt by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his personal representative representing, in aggregate, the
number of Optioned Shares specified in the Notice of Exercise and in respect of
which the Company has received payment.
8. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the Purchaser
shall have exercised his
<PAGE> 3
-3-
Option in the manner hereinbefore provided.
9. In the event of any subdivision, redivision or change of the Shares of the
Company at any time prior to the Expiry Date into a greater number of Shares,
the Company shall deliver at the time of any exercise thereafter of the Option
such additional number of Shares as would have resulted from such subdivision,
redivision or change if such exercise of the Option had been made prior to the
date of such subdivision, redivision or change.
10. In the event of any consolidation or change of the Shares of the Company at
any time prior to the Expiry Date into a lesser number of Shares, the number of
Shares deliverable by the Company on any exercise thereafter of the Option shall
be reduced to such number of Shares as would have resulted from such
consolidation or change if such exercise of the Option had been made prior to
the date of such consolidation or change.
11. The Purchaser shall have no rights whatsoever as a shareholder in respect of
any of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Option has
been properly exercised in accordance with paragraphs 1 (d) and 7 hereof.
12. Time shall be of the essence of this Agreement.
13. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his personal
representative to the extent provided in paragraph 4 hereof.
14. Subject to paragraph 4, this Agreement shall not be transferable or
assignable by the Purchaser or his personal representative and the Option may be
exercised only by the Purchaser or his personal representative.
15. The granting of the Option and the terms and conditions hereof shall be
subject to the approval of the Exchange and, if the Purchaser is an Insider, is
further subject to the approval of the shareholders of the Company prior to the
exercise of the Option.
16. If at any time during the continuance of this Agreement, the parties hereto
shall deem it necessary or expedient to make any alteration or addition to this
Agreement, they may do so by means of a written agreement between them which
shall be supplemental hereto and form part hereof and which shall be subject to
the approval of the Exchange and, if the Purchaser is an Insider, shall be
subject to the approval of the shareholders of the Company.
17. Wherever the plural or masculine are used throughout this Agreement, the
same shall be construed as meaning singular or feminine or neuter or the body
politic or corporate where the context of the parties thereto require.
18. This Agreement may be executed in several parts in the same form and such
parts as so executed shall together constitute one original agreement, and such
parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of
<PAGE> 4
-4-
this Agreement.
IN WITNESS WHEREOF the Company has hereunto caused its corporate seal to be
affixed in the presence of its duly authorized officers in that behalf and the
Purchaser has hereunto set his hand and seal as of the day and year first above
written.
THE COMMON SEAL OF SMARTIRE SYSTEMS INC. )
was hereunto affixed in the presence of: )
)
- -------------------------------------- )
Authorized Signatory )
) C/S
- -------------------------------------- )
Authorized Signatory )
SIGNED, SEALED AND DELIVERED by )
LAWRENCE M. BECERRA in the presence of: )
)
- -------------------------------------- )
Signature )
- -------------------------------------- ) -----------------------------
Print Name ) LAWRENCE M. BECERRA
- -------------------------------------- )
Address )
- -------------------------------------- )
)
- -------------------------------------- )
Occupation
<PAGE> 1
EXHIBIT 4.3
EMPLOYEE STOCK OPTION AGREEMENT
THIS AGREEMENT made the 30th day of March, 1998.
BETWEEN:
SMARTIRE SYSTEMS INC., a company duly incorporated under the
laws of British Columbia, having its head office at Richmond
Corporate Centre, #150-13151 Vanier Place, Richmond, British
Columbia, V6V 2J1;
(hereinafter called the "Company")
AND:
JASWIR BHAMBRA of 9174 138A Street Surrey, BC V3V 7K1
(hereinafter called the "Purchaser")
WHEREAS:
A. The Purchaser is an Employee as defined herein;
B. The Company wishes the Purchaser to continue as an Employee
and to continue to receive the benefit of his services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and
valuable consideration and the sum of One ($1.00) Dollar now paid by the
Purchaser to the Company (the receipt and sufficiency whereof is hereby
acknowledged), it is hereby agreed by and between the parties as follows:
1. In this Agreement, the following terms shall have the following meanings:
(a) "Employee" means a bona fide employee of the Company or a
subsidiary thereof or an employee of a company under contract
to provide management services to the Company providing
services to the Company;
(b) "Exchange" means the Vancouver Stock Exchange;
(c) "Expiry Date" means March 30, 2003;
(d) "Insider" means a director or senior officer of the Company,
or a director or senior officer of a person that is itself an
insider or subsidiary of the Company, or a person whose
control or direct or indirect beneficial ownership, or a
combination of that control and ownership over securities of
the Company extends, not counting securities in respect of
which he is acting as an underwriter in the course of a
distribution, to securities carrying more than 1 0% of the
voting
<PAGE> 2
-2-
rights attached to all the Company's outstanding voting
securities;
(e) "Notice of Exercise" means a notice in writing addressed to
the Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
(f) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph
2 hereof;
(g) "Optioned Shares" means the common shares of the Company,
subject to the Option; and
(h) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration of his services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set forth, the
Option to purchase a total of 3,000 Optioned Shares at the price of $4.58 per
Optioned Share, exercisable by the Purchaser in whole or in part at any time
before 5:00 o'clock p.m., Vancouver time, on the Expiry Date.
3. The Option shall, at 5:00 o'clock p.m., Vancouver time, on the Expiry Date,
forthwith expire and terminate and be of no further force or effect whatsoever.
4. In the event of the death of the Purchaser on or prior to the Expiry Date,
the Option, or such part thereof as remains unexercised, may be exercised by the
personal representative of the Purchaser at any time prior to 5:00 o'clock p.m.,
Vancouver time, on the first anniversary of the date of death of the Purchaser
or prior to 5:00 o'clock p.m., Vancouver time, on the Expiry Date, whichever is
the earlier.
5. The Purchaser represents and warrants that he is an Employee. In the event
the Purchaser ceases to be an Employee prior to the Expiry Date, the Option
shall, at 5:00 o'clock p.m., Vancouver time, on the thirtieth day after the date
upon which the Purchaser ceases to be an Employee, terminate and be of no
further force or effect whatsoever.
6. Subject to the provisions hereof, the Option shall be exercisable in whole or
in part (at any time and from time to time as aforesaid) by the Purchaser or his
personal representative giving a Notice of Exercise together with payment (by
cash or by certified cheque, made payable to the Company) in full of the
purchase price for the number of Optioned Shares specified in the Notice of
Exercise.
7. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to deliver to
the Purchaser or his personal representative within ten (10) days following
receipt by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his personal representative representing, in aggregate, the
number of Optioned Shares specified in the Notice of Exercise and in respect of
which the
<PAGE> 3
-3-
Company has received payment.
8. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the Purchaser
shall have exercised his Option in the manner hereinbefore provided.
9. In the event of any subdivision, redivision or change of the Shares of the
Company at any time prior to the Expiry Date into a greater number of Shares,
the Company shall deliver at the time of any exercise thereafter of the Option
such additional number of Shares as would have resulted from such subdivision,
redivision or change if such exercise of the Option had been made prior to the
date of such subdivision, redivision or change.
10. In the event of any consolidation or change of the Shares of the Company at
any time prior to the Expiry Date into a lesser number of Shares, the number of
Shares deliverable by the Company on any exercise thereafter of the Option shall
be reduced to such number of Shares as would have resulted from such
consolidation or change if such exercise of the Option had been made prior to
the date of such consolidation or change.
11. The Purchaser shall have no rights whatsoever as a shareholder in respect of
any of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Option has
been properly exercised in accordance with paragraph 6 hereof.
12. Time shall be of the essence of this Agreement.
13. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his personal
representative to the extent provided in paragraph 4 hereof.
14. Subject to paragraph 4, this Agreement shall not be transferable or
assignable by the Purchaser or his personal representative and the Option may be
exercised only by the Purchaser or his personal representative.
15. The granting of the Option and the terms and conditions hereof shall be
subject to the approval of the Exchange and, if the Purchaser is an Insider, is
further subject to the approval of the shareholders of the Company prior to the
exercise of the Option.
16. If at any time during the continuance of this Agreement, the parties hereto
shall deem it necessary or expedient to make any alteration or addition to this
Agreement, they may do so by means of a written agreement between them which
shall be supplemental hereto and form part hereof and which shall be subject to
the approval of the Exchange and, if the option as originally constituted was
accepted for filing by the shareholders, that shareholder approval shall be
obtained, and if the Purchaser is an Insider, shall be subject to the approval
of the shareholders of the Company.
17. Wherever the plural or masculine are used throughout this Agreement, the
same
<PAGE> 4
-4-
shall be construed as meaning singular or feminine or neuter or the body politic
or corporate where the context of the parties thereto require.
18. This Agreement may be executed in several parts in the same form and such
parts as so executed shall together constitute one original agreement, and such
parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of this Agreement.
IN WITNESS WHEREOF the Company has hereunto caused its corporate seal to be
affixed in the presence of its duly authorized officers in that behalf and the
Purchaser has hereunto set his hand and seal as of the day and year first above
written.
THE COMMON SEAL OF SMARTIRE SYSTEMS INC. )
was hereunto affixed in the presence of: )
)
- -------------------------------------- )
Authorized Signatory )
) C/S
- -------------------------------------- )
Authorized Signatory )
SIGNED, SEALED AND DELIVERED by JASWIR )
BHAMBRA in the presence of: )
)
- -------------------------------------- )
Signature )
- -------------------------------------- ) -----------------------------
Print Name ) JASWIR BHAMBRA
- -------------------------------------- )
Address )
- -------------------------------------- )
)
- -------------------------------------- )
Occupation
<PAGE> 1
EXHIBIT 4.4
DIRECTOR STOCK OPTION AGREEMENT
THIS AGREEMENT made the 30th day of March, 1998.
BETWEEN:
SMARTIRE SYSTEMS INC., a company duly incorporated under the
laws of British Columbia, having its head office at #150 -
13151 Vanier Place, V6V 2J1
(hereinafter called the "Company")
AND:
JOHN BOLEGOH, 10280 Hollymount Drive, Richmond, BC V7E 4S1
(hereinafter called the "Purchaser")
WHEREAS:
A. The Purchaser is a member of the Board of Directors of the
Company;
B. The Company wishes the Purchaser to continue as a director and
to continue to receive the benefit of his services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises
and mutual covenants and agreements herein contained, the parties hereto agree
as follows:
1. In this Agreement, the following terms shall have the following meanings:
(a) "Exchange" means the Vancouver Stock Exchange;
(b) "Expiry Date" means March 30, 2003;
(c) "Insider" means a director or senior officer of the Company,
or a director or senior officer of a person that is itself an
insider or subsidiary of the Company, or a person whose
control or direct or indirect beneficial ownership, or a
combination of that control and ownership over securities of
the Company extends, not counting securities in respect of
which he is acting as an underwriter in the course of a
distribution, to securities carrying more than 10% of the
voting rights attached to all the Company's outstanding voting
securities;
(d) "Notice of Exercise" means a notice in writing addressed to
the Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
<PAGE> 2
-2-
(e) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph
2 hereof;
(f) "Optioned Shares" means the common shares of the Company,
subject to the Option; and
(g) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration, of his services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set forth, the
Option to purchase a total of 12,500 (TWELVE THOUSAND FIVE HUNDRED) Optioned
Shares at the price of $4.58 per Optioned Share, exercisable by the Purchaser in
whole or in part at any time before 5:00 o'clock p.m., Vancouver time, on the
Expiry Date.
3. The Option shall, at 5:00 o'clock p.m., Vancouver time, on the Expiry Date,
forthwith expire and terminate and be of no further force or effect whatsoever.
4. In the event of the death of the Purchaser on or prior to the Expiry Date,
the Option, or such part thereof as remains unexercised, may be exercised by the
personal representative of the Purchaser at any time prior to 5:00 o'clock p.m.,
Vancouver time, on the first anniversary of the date of death of the Purchaser
or prior to 5:00 o'clock p.m., Vancouver time, on the Expiry Date, whichever is
the earlier.
5. The Purchaser represents and warrants that he is a Director of the Board of
Directors of the Company. In the event the Purchaser ceases to be a Director
prior to the Expiry Date, the Option shall, at 5:00 o'clock p.m., Vancouver
time, on the thirtieth day after the date upon which the Purchaser ceases to be
a Director or employee, terminate and be of no further force or effect
whatsoever.
6. Subject to the provisions hereof, the Option shall be exercisable in whole or
in part (at any time and from time to time as aforesaid) by the Purchaser or his
personal representative giving a Notice of Exercise together with payment (by
cash or by certified cheque, made payable to the Company) in full of the
purchase price for the number of Optioned Shares specified in the Notice of
Exercise.
7. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to deliver to
the Purchaser or his personal representative within ten (10) days following
receipt by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his personal representative representing, in aggregate, the
number of Optioned Shares specified in the Notice of Exercise and in respect of
which the Company has received payment.
8. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the Purchaser
shall have exercised his
<PAGE> 3
-3-
Option in the manner hereinbefore provided.
9. In the event of any subdivision, redivision or change of the Shares of the
Company at any time prior to the Expiry Date into a greater number of Shares,
the Company shall deliver at the time of any exercise thereafter of the Option
such additional number of Shares as would have resulted from such subdivision,
redivision or change if such exercise of the Option had been made prior to the
date of such subdivision, redivision or change.
10. In the event of any consolidation or change of the Shares of the Company at
any time prior to the Expiry Date into a lesser number of Shares, the number of
Shares deliverable by the Company on any exercise thereafter of the Option shall
be reduced to such number of Shares as would have resulted from such
consolidation or change if such exercise of the Option had been made prior to
the date of such consolidation or change.
11. The Purchaser shall have no rights whatsoever as a shareholder in respect of
any of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Option has
been properly exercised in accordance with paragraphs 1 (d) and 7 hereof.
12. Time shall be of the essence of this Agreement.
13. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his personal
representative to the extent provided in paragraph 4 hereof.
14. Subject to paragraph 4, this Agreement shall not be transferable or
assignable by the Purchaser or his personal representative and the Option may be
exercised only by the Purchaser or his personal representative.
15. The granting of the Option and the terms and conditions hereof shall be
subject to the approval of the Exchange and, if the Purchaser is an Insider, is
further subject to the approval of the shareholders of the Company prior to the
exercise of the Option.
16. If at any time during the continuance of this Agreement, the parties hereto
shall deem it necessary or expedient to make any alteration or addition to this
Agreement, they may do so by means of a written agreement between them which
shall be supplemental hereto and form part hereof and which shall be subject to
the approval of the Exchange and, if the Purchaser is an Insider, shall be
subject to the approval of the shareholders of the Company.
17. Wherever the plural or masculine are used throughout this Agreement, the
same shall be construed as meaning singular or feminine or neuter or the body
politic or corporate where the context of the parties thereto require.
18. This Agreement may be executed in several parts in the same form and such
parts as so executed shall together constitute one original agreement, and such
parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of
<PAGE> 4
-4-
this Agreement.
IN WITNESS WHEREOF the Company has hereunto caused its corporate seal to be
affixed in the presence of its duly authorized officers in that behalf and the
Purchaser has hereunto set his hand and seal as of the day and year first above
written.
THE COMMON SEAL OF SMARTIRE SYSTEMS INC. )
was hereunto affixed in the presence of: )
)
- -------------------------------------- )
Authorized Signatory )
) C/S
- -------------------------------------- )
Authorized Signatory )
SIGNED, SEALED AND DELIVERED by JOHN )
BOLEGOH in the presence of: )
)
- -------------------------------------- )
Signature )
- -------------------------------------- ) -----------------------------
Print Name ) JOHN BOLEGOH
- -------------------------------------- )
Address )
- -------------------------------------- )
)
- -------------------------------------- )
Occupation
<PAGE> 1
EXHIBIT 4.5
DIRECTOR STOCK OPTION AGREEMENT
THIS AGREEMENT made the 30th day of March, 1998.
BETWEEN:
SMARTIRE SYSTEMS INC., a company duly incorporated under the
laws of British Columbia, having its head office at #150 -
13151 Vanier Place, V6V 2J1
(hereinafter called the "Company")
AND:
DAVID DUNLAP, 211 Piccadilly, London W1V 9LD UK
(hereinafter called the "Purchaser")
WHEREAS:
A. The Purchaser is a member of the Board of Directors of the Company;
B. The Company wishes the Purchaser to continue as a director and to
continue to receive the benefit of his services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises
and mutual covenants and agreements herein contained, the parties hereto agree
as follows:
1. In this Agreement, the following terms shall have the following meanings:
(a) "Exchange" means the Vancouver Stock Exchange;
(b) "Expiry Date" means March 30, 2003
(c) "Insider" means a director or senior officer of the Company,
or a director or senior officer of a person that is itself an
insider or subsidiary of the Company, or a person whose
control or direct or indirect beneficial ownership, or a
combination of that control and ownership over securities of
the Company extends, not counting securities in respect of
which he is acting as an underwriter in the course of a
distribution, to securities carrying more than 10% of the
voting rights attached to all the Company's outstanding voting
securities;
(d) "Notice of Exercise" means a notice in writing addressed to
the Company at its address first recited, which notice shall
specify
<PAGE> 2
-2-
therein the number of Optioned Shares in respect of which the
Option is being exercised;
(e) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph
2 hereof;
(f) "Optioned Shares" means the common shares of the Company,
subject to the Option; and
(g) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration of his services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set
forth, the Option to purchase a total of 138,500 (ONE HUNDRED
THIRTY-EIGHT THOUSAND FIVE HUNDRED) Optioned Shares at the price of
$4.58 per Optioned Share, exercisable by the Purchaser in whole or in
part at any time before 5:00 o'clock p.m., Vancouver time, on the
Expiry Date.
3. The Option shall, at 5:00 o'clock p.m., Vancouver time, on the Expiry
Date, forthwith expire and terminate and be of no further force or
effect whatsoever.
4. In the event of the death of the Purchaser on or prior to the Expiry
Date, the Option, or such part thereof as remains unexercised, may be
exercised by the personal representative of the Purchaser at any time
prior to 5:00 o'clock p.m., Vancouver time, on the first anniversary of
the date of death of the Purchaser or prior to 5:00 o'clock p.m.,
Vancouver time, on the Expiry Date, whichever is the earlier.
5. The Purchaser represents and warrants that he is a Director of the
Board of Directors of the Company. In the event the Purchaser ceases to
be a Director prior to the Expiry Date, the Option shall, at 5:00
o'clock p.m., Vancouver time, on the thirtieth day after the date upon
which the Purchaser ceases to be a Director or employee, terminate and
be of no further force or effect whatsoever.
6. Subject to the provisions hereof, the Option shall be exercisable in
whole or in part (at any time and from time to time as aforesaid) by
the Purchaser or his personal representative giving a Notice of
Exercise together with payment (by cash or by certified cheque, made
payable to the Company) in full of the purchase price for the number of
Optioned Shares specified in the Notice of Exercise.
7. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to
deliver to the Purchaser or his personal representative within ten (10)
days following receipt by the Company of the Notice of Exercise a
certificate in the name of the
<PAGE> 3
-3-
Purchaser or his personal representative representing, in aggregate,
the number of Optioned Shares specified in the Notice of Exercise and
in respect of which the Company has received payment.
8. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the
Purchaser shall have exercised his Option in the manner hereinbefore
provided.
9. In the event of any subdivision, redivision or change of the Shares of
the Company at any time prior to the Expiry Date into a greater number
of Shares, the Company shall deliver at the time of any exercise
thereafter of the Option such additional number of Shares as would have
resulted from such subdivision, redivision or change if such exercise
of the Option had been made prior to the date of such subdivision,
redivision or change.
10. In the event of any consolidation or change of the Shares of the
Company at any time prior to the Expiry Date into a lesser number of
Shares, the number of Shares deliverable by the Company on any exercise
thereafter of the Option shall be reduced to such number of Shares as
would have resulted from such consolidation or change if such exercise
of the Option had been made prior to the date of such consolidation or
change.
11. The Purchaser shall have no rights whatsoever as a shareholder in
respect of any of the Optioned Shares (including any right to receive
dividends or other distribution therefrom or thereon) except in respect
of which the Option has been properly exercised in accordance with
paragraphs 1(d) and 7 hereof.
12. Time shall be of the essence of this Agreement.
13. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his personal
representative to the extent provided in paragraph 4 hereof.
14. Subject to paragraph 4, this Agreement shall not be transferable or
assignable by the Purchaser or his personal representative and the
Option may be exercised only by the Purchaser or his personal
representative.
15. The granting of the Option and the terms and conditions hereof shall be
subject to the approval of the Exchange and, if the Purchaser is an
Insider, is further subject to the approval of the shareholders of the
Company prior to the exercise of the Option.
16. If at any time during the continuance of this Agreement, the parties
hereto shall deem it necessary or expedient to make any alteration or
addition to this Agreement, they may do so by means of a written
agreement between them which shall be supplemental hereto and form part
hereof and which shall be subject to the approval of the Exchange and,
if the Purchaser is an Insider, shall be subject to the approval of the
shareholders of the Company.
<PAGE> 4
-4-
17. Wherever the plural or masculine are used throughout this Agreement,
the same shall be construed as meaning singular or feminine or neuter
or the body politic or corporate where the context of the parties
thereto require.
18. This Agreement may be executed in several parts in the same form and
such parts as so executed shall together constitute one original
agreement, and such parts, if more than one, shall be read together and
construed as if all the signing parties hereto had executed one copy of
this Agreement.
IN WITNESS WHEREOF the Company has hereunto caused its corporate seal to be
affixed in the presence of its duly authorized officers in that behalf and the
Purchaser has hereunto set his hand and seal as of the day and year first above
written.
THE COMMON SEAL OF SMARTIRE SYSTEMS INC. )
was hereunto affixed in the presence of: )
)
- ---------------------------------- )
Authorized Signatory ) C/S
)
- ---------------------------------- )
Authorized Signatory )
)
)
SIGNED, SEALED AND DELIVERED by DAVID )
DUNLAP in the presence of: )
)
)
- ---------------------------------- )
Name )
- ---------------------------------- )
Address ) -----------------------------
__________________________________ ) DAVID DUNLAP
)
- ---------------------------------- )
Occupation )
)
<PAGE> 1
EXHIBIT 4.6
EMPLOYEE STOCK OPTION AGREEMENT
THIS AGREEMENT made the 30th day of March, 1998.
BETWEEN:
SMARTIRE SYSTEMS INC., a company duly incorporated under the
laws of British Columbia, having its head office at Richmond
Corporate Centre, #150-13151 Vanier Place, Richmond, British
Columbia, V6V 2J1;
(hereinafter called the "Company")
AND:
KATHY FARRAR of #316 - 9635 121st Street, Surrey, BC
V3V 7L8
(hereinafter called the "Purchaser")
WHEREAS:
A. The Purchaser is an Employee as defined herein;
B. The Company wishes the Purchaser to continue as an Employee
and to continue to receive the benefit of his services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and
valuable consideration and the sum of One ($1.00) Dollar now paid by the
Purchaser to the Company (the receipt and sufficiency whereof is hereby
acknowledged), it is hereby agreed by and between the parties as follows:
1. In this Agreement, the following terms shall have the following meanings:
(a) "Employee" means a bona fide employee of the Company or a
subsidiary thereof or an employee of a company under contract
to provide management services to the Company providing
services to the Company;
(b) "Exchange" means the Vancouver Stock Exchange;
(c) "Expiry Date" means March 30, 2003;
(d) "Insider" means a director or senior officer of the Company,
or a director or senior officer of a person that is itself an
insider or subsidiary of the Company, or a person whose
control or direct or indirect beneficial ownership, or a
combination of that control and ownership over securities of
the Company extends, not counting securities in respect of
which he is acting as an underwriter
<PAGE> 2
-2-
in the course of a distribution, to securities carrying more
than 1 0% of the voting rights attached to all the Company's
outstanding voting securities;
(e) "Notice of Exercise" means a notice in writing addressed to
the Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
(f) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph
2 hereof;
(g) "Optioned Shares" means the common shares of the Company,
subject to the Option; and
(h) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration of his services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set forth, the
Option to purchase a total of 7,500 Optioned Shares at the price of $4.58 per
Optioned Share, exercisable by the Purchaser in whole or in part at any time
before 5:00 o'clock p.m., Vancouver time, on the Expiry Date.
3. The Option shall, at 5:00 o'clock p.m., Vancouver time, on the Expiry Date,
forthwith expire and terminate and be of no further force or effect whatsoever.
4. In the event of the death of the Purchaser on or prior to the Expiry Date,
the Option, or such part thereof as remains unexercised, may be exercised by the
personal representative of the Purchaser at any time prior to 5:00 o'clock p.m.,
Vancouver time, on the first anniversary of the date of death of the Purchaser
or prior to 5:00 o'clock p.m., Vancouver time, on the Expiry Date, whichever is
the earlier.
5. The Purchaser represents and warrants that he is an Employee. In the event
the Purchaser ceases to be an Employee prior to the Expiry Date, the Option
shall, at 5:00 o'clock p.m., Vancouver time, on the thirtieth day after the date
upon which the Purchaser ceases to be an Employee, terminate and be of no
further force or effect whatsoever.
6. Subject to the provisions hereof, the Option shall be exercisable in whole or
in part (at any time and from time to time as aforesaid) by the Purchaser or his
personal representative giving a Notice of Exercise together with payment (by
cash or by certified cheque, made payable to the Company) in full of the
purchase price for the number of Optioned Shares specified in the Notice of
Exercise.
7. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to deliver to
the Purchaser or his personal representative within ten (10) days following
receipt by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his personal representative representing, in aggregate,
<PAGE> 3
-3-
the number of Optioned Shares specified in the Notice of Exercise and in respect
of which the Company has received payment.
8. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the Purchaser
shall have exercised his Option in the manner hereinbefore provided.
9. In the event of any subdivision, redivision or change of the Shares of the
Company at any time prior to the Expiry Date into a greater number of Shares,
the Company shall deliver at the time of any exercise thereafter of the Option
such additional number of Shares as would have resulted from such subdivision,
redivision or change if such exercise of the Option had been made prior to the
date of such subdivision, redivision or change.
10. In the event of any consolidation or change of the Shares of the Company at
any time prior to the Expiry Date into a lesser number of Shares, the number of
Shares deliverable by the Company on any exercise thereafter of the Option shall
be reduced to such number of Shares as would have resulted from such
consolidation or change if such exercise of the Option had been made prior to
the date of such consolidation or change.
11. The Purchaser shall have no rights whatsoever as a shareholder in respect of
any of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Option has
been properly exercised in accordance with paragraph 6 hereof.
12. Time shall be of the essence of this Agreement.
13. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his personal
representative to the extent provided in paragraph 4 hereof.
14. Subject to paragraph 4, this Agreement shall not be transferable or
assignable by the Purchaser or his personal representative and the Option may be
exercised only by the Purchaser or his personal representative.
15. The granting of the Option and the terms and conditions hereof shall be
subject to the approval of the Exchange and, if the Purchaser is an Insider, is
further subject to the approval of the shareholders of the Company prior to the
exercise of the Option.
16. If at any time during the continuance of this Agreement, the parties hereto
shall deem it necessary or expedient to make any alteration or addition to this
Agreement, they may do so by means of a written agreement between them which
shall be supplemental hereto and form part hereof and which shall be subject to
the approval of the Exchange and, if the option as originally constituted was
accepted for filing by the shareholders, that shareholder approval shall be
obtained, and if the Purchaser is an Insider, shall be subject to the approval
of the shareholders of the Company.
<PAGE> 4
-4-
17. Wherever the plural or masculine are used throughout this Agreement, the
same shall be construed as meaning singular or feminine or neuter or the body
politic or corporate where the context of the parties thereto require.
18. This Agreement may be executed in several parts in the same form and such
parts as so executed shall together constitute one original agreement, and such
parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of this Agreement.
IN WITNESS WHEREOF the Company has hereunto caused its corporate seal to be
affixed in the presence of its duly authorized officers in that behalf and the
Purchaser has hereunto set his hand and seal as of the day and year first above
written.
THE COMMON SEAL OF SMARTIRE SYSTEMS INC. )
was hereunto affixed in the presence of: )
)
- -------------------------------------- )
Authorized Signatory )
) C/S
- -------------------------------------- )
Authorized Signatory )
SIGNED, SEALED AND DELIVERED by )
KATHY FARRAR in the presence of: )
)
- -------------------------------------- )
Signature )
- -------------------------------------- ) -----------------------------
Print Name ) KATHY FARRAR
- -------------------------------------- )
Address )
- -------------------------------------- )
)
- -------------------------------------- )
Occupation
<PAGE> 1
EXHIBIT 4.7
EMPLOYEE STOCK OPTION AGREEMENT
THIS AGREEMENT made the 30th day of March, 1998.
BETWEEN:
SMARTIRE SYSTEMS INC., a company duly incorporated under the
laws of British Columbia, having its head office at Richmond
Corporate Centre, #150-13151 Vanier Place, Richmond, British
Columbia, V6V 2J1;
(hereinafter called the "Company")
AND:
SUZANNE FOSTER of #112 - 5800 Andrews Road, Richmond, BC V7E
6M2
(hereinafter called the "Purchaser")
WHEREAS:
A. The Purchaser is an Employee as defined herein;
B. The Company wishes the Purchaser to continue as an Employee
and to continue to receive the benefit of his services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and
valuable consideration and the sum of One ($1.00) Dollar now paid by the
Purchaser to the Company (the receipt and sufficiency whereof is hereby
acknowledged), it is hereby agreed by and between the parties as follows:
1. In this Agreement, the following terms shall have the following meanings:
(a) "Employee" means a bona fide employee of the Company or a
subsidiary thereof or an employee of a company under contract
to provide management services to the Company providing
services to the Company;
(b) "Exchange" means the Vancouver Stock Exchange;
(c) "Expiry Date" means March 30, 2003;
(d) "Insider" means a director or senior officer of the Company,
or a director or senior officer of a person that is itself an
insider or subsidiary of the Company, or a person whose
control or direct or indirect beneficial ownership, or a
combination of that control and ownership over securities of
the Company extends, not counting securities in respect of
which he is acting as an underwriter
<PAGE> 2
-2-
in the course of a distribution, to securities carrying more
than 1 0% of the voting rights attached to all the Company's
outstanding voting securities;
(e) "Notice of Exercise" means a notice in writing addressed to
the Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
(f) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph
2 hereof;
(g) "Optioned Shares" means the common shares of the Company,
subject to the Option; and
(h) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration of his services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set forth, the
Option to purchase a total of 7,500 Optioned Shares at the price of $4.58 per
Optioned Share, exercisable by the Purchaser in whole or in part at any time
before 5:00 o'clock p.m., Vancouver time, on the Expiry Date.
3. The Option shall, at 5:00 o'clock p.m., Vancouver time, on the Expiry Date,
forthwith expire and terminate and be of no further force or effect whatsoever.
4. In the event of the death of the Purchaser on or prior to the Expiry Date,
the Option, or such part thereof as remains unexercised, may be exercised by the
personal representative of the Purchaser at any time prior to 5:00 o'clock p.m.,
Vancouver time, on the first anniversary of the date of death of the Purchaser
or prior to 5:00 o'clock p.m., Vancouver time, on the Expiry Date, whichever is
the earlier.
5. The Purchaser represents and warrants that he is an Employee. In the event
the Purchaser ceases to be an Employee prior to the Expiry Date, the Option
shall, at 5:00 o'clock p.m., Vancouver time, on the thirtieth day after the date
upon which the Purchaser ceases to be an Employee, terminate and be of no
further force or effect whatsoever.
6. Subject to the provisions hereof, the Option shall be exercisable in whole or
in part (at any time and from time to time as aforesaid) by the Purchaser or his
personal representative giving a Notice of Exercise together with payment (by
cash or by certified cheque, made payable to the Company) in full of the
purchase price for the number of Optioned Shares specified in the Notice of
Exercise.
7. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to deliver to
the Purchaser or his personal representative within ten (10) days following
receipt by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his personal representative representing, in aggregate,
<PAGE> 3
-3-
the number of Optioned Shares specified in the Notice of Exercise and in respect
of which the Company has received payment.
8. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the Purchaser
shall have exercised his Option in the manner hereinbefore provided.
9. In the event of any subdivision, redivision or change of the Shares of the
Company at any time prior to the Expiry Date into a greater number of Shares,
the Company shall deliver at the time of any exercise thereafter of the Option
such additional number of Shares as would have resulted from such subdivision,
redivision or change if such exercise of the Option had been made prior to the
date of such subdivision, redivision or change.
10. In the event of any consolidation or change of the Shares of the Company at
any time prior to the Expiry Date into a lesser number of Shares, the number of
Shares deliverable by the Company on any exercise thereafter of the Option shall
be reduced to such number of Shares as would have resulted from such
consolidation or change if such exercise of the Option had been made prior to
the date of such consolidation or change.
11. The Purchaser shall have no rights whatsoever as a shareholder in respect of
any of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Option has
been properly exercised in accordance with paragraph 6 hereof.
12. Time shall be of the essence of this Agreement.
13. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his personal
representative to the extent provided in paragraph 4 hereof.
14. Subject to paragraph 4, this Agreement shall not be transferable or
assignable by the Purchaser or his personal representative and the Option may be
exercised only by the Purchaser or his personal representative.
15. The granting of the Option and the terms and conditions hereof shall be
subject to the approval of the Exchange and, if the Purchaser is an Insider, is
further subject to the approval of the shareholders of the Company prior to the
exercise of the Option.
16. If at any time during the continuance of this Agreement, the parties hereto
shall deem it necessary or expedient to make any alteration or addition to this
Agreement, they may do so by means of a written agreement between them which
shall be supplemental hereto and form part hereof and which shall be subject to
the approval of the Exchange and, if the option as originally constituted was
accepted for filing by the shareholders, that shareholder approval shall be
obtained, and if the Purchaser is an Insider, shall be subject to the approval
of the shareholders of the Company.
<PAGE> 4
-4-
17. Wherever the plural or masculine are used throughout this Agreement, the
same shall be construed as meaning singular or feminine or neuter or the body
politic or corporate where the context of the parties thereto require.
18. This Agreement may be executed in several parts in the same form and such
parts as so executed shall together constitute one original agreement, and such
parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of this Agreement.
IN WITNESS WHEREOF the Company has hereunto caused its corporate seal to be
affixed in the presence of its duly authorized officers in that behalf and the
Purchaser has hereunto set his hand and seal as of the day and year first above
written.
THE COMMON SEAL OF SMARTIRE SYSTEMS INC. )
was hereunto affixed in the presence of: )
)
- -------------------------------------- )
Authorized Signatory )
) C/S
- -------------------------------------- )
Authorized Signatory )
SIGNED, SEALED AND DELIVERED by )
SUZANNE FOSTER in the presence of: )
)
- -------------------------------------- )
Signature )
- -------------------------------------- ) -----------------------------
Print Name ) SUZANNE FOSTER
- -------------------------------------- )
Address )
- -------------------------------------- )
)
- -------------------------------------- )
Occupation
<PAGE> 1
EXHIBIT 4.8
EMPLOYEE STOCK OPTION AGREEMENT
THIS AGREEMENT made the 30th day of March, 1998.
BETWEEN:
SMARTIRE SYSTEMS INC., a company duly incorporated under the
laws of British Columbia, having its head office at Richmond
Corporate Centre, #150-13151 Vanier Place, Richmond, British
Columbia, V6V 2J1;
(hereinafter called the "Company")
AND:
SHAWN LAMMERS of #84 - 7955 122nd Street, Surrey, BC V3W 4T4
(hereinafter called the "Purchaser")
WHEREAS:
A. The Purchaser is an Employee as defined herein;
B. The Company wishes the Purchaser to continue as an Employee
and to continue to receive the benefit of his services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and
valuable consideration and the sum of One ($1.00) Dollar now paid by the
Purchaser to the Company (the receipt and sufficiency whereof is hereby
acknowledged), it is hereby agreed by and between the parties as follows:
1. In this Agreement, the following terms shall have the following meanings:
(a) "Employee" means a bona fide employee of the Company or a
subsidiary thereof or an employee of a company under contract
to provide management services to the Company providing
services to the Company;
(b) "Exchange" means the Vancouver Stock Exchange;
(c) "Expiry Date" means March 30, 2003;
(d) "Insider" means a director or senior officer of the Company,
or a director or senior officer of a person that is itself an
insider or subsidiary of the Company, or a person whose
control or direct or indirect beneficial ownership, or a
combination of that control and ownership over securities of
the Company extends, not counting securities in respect of
which he is acting as an underwriter
<PAGE> 2
-2-
in the course of a distribution, to securities carrying more
than 1 0% of the voting rights attached to all the Company's
outstanding voting securities;
(e) "Notice of Exercise" means a notice in writing addressed to
the Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
(f) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph
2 hereof;
(g) "Optioned Shares" means the common shares of the Company,
subject to the Option; and
(h) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration of his services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set forth, the
Option to purchase a total of 25,000 Optioned Shares at the price of $4.58 per
Optioned Share, exercisable by the Purchaser in whole or in part at any time
before 5:00 o'clock p.m., Vancouver time, on the Expiry Date.
3. The Option shall, at 5:00 o'clock p.m., Vancouver time, on the Expiry Date,
forthwith expire and terminate and be of no further force or effect whatsoever.
4. In the event of the death of the Purchaser on or prior to the Expiry Date,
the Option, or such part thereof as remains unexercised, may be exercised by the
personal representative of the Purchaser at any time prior to 5:00 o'clock p.m.,
Vancouver time, on the first anniversary of the date of death of the Purchaser
or prior to 5:00 o'clock p.m., Vancouver time, on the Expiry Date, whichever is
the earlier.
5. The Purchaser represents and warrants that he is an Employee. In the event
the Purchaser ceases to be an Employee prior to the Expiry Date, the Option
shall, at 5:00 o'clock p.m., Vancouver time, on the thirtieth day after the date
upon which the Purchaser ceases to be an Employee, terminate and be of no
further force or effect whatsoever.
6. Subject to the provisions hereof, the Option shall be exercisable in whole or
in part (at any time and from time to time as aforesaid) by the Purchaser or his
personal representative giving a Notice of Exercise together with payment (by
cash or by certified cheque, made payable to the Company) in full of the
purchase price for the number of Optioned Shares specified in the Notice of
Exercise.
7. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to deliver to
the Purchaser or his personal representative within ten (10) days following
receipt by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his personal representative representing, in aggregate,
<PAGE> 3
-3-
the number of Optioned Shares specified in the Notice of Exercise and in respect
of which the Company has received payment.
8. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the Purchaser
shall have exercised his Option in the manner hereinbefore provided.
9. In the event of any subdivision, redivision or change of the Shares of the
Company at any time prior to the Expiry Date into a greater number of Shares,
the Company shall deliver at the time of any exercise thereafter of the Option
such additional number of Shares as would have resulted from such subdivision,
redivision or change if such exercise of the Option had been made prior to the
date of such subdivision, redivision or change.
10. In the event of any consolidation or change of the Shares of the Company at
any time prior to the Expiry Date into a lesser number of Shares, the number of
Shares deliverable by the Company on any exercise thereafter of the Option shall
be reduced to such number of Shares as would have resulted from such
consolidation or change if such exercise of the Option had been made prior to
the date of such consolidation or change.
11. The Purchaser shall have no rights whatsoever as a shareholder in respect of
any of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Option has
been properly exercised in accordance with paragraph 6 hereof.
12. Time shall be of the essence of this Agreement.
13. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his personal
representative to the extent provided in paragraph 4 hereof.
14. Subject to paragraph 4, this Agreement shall not be transferable or
assignable by the Purchaser or his personal representative and the Option may be
exercised only by the Purchaser or his personal representative.
15. The granting of the Option and the terms and conditions hereof shall be
subject to the approval of the Exchange and, if the Purchaser is an Insider, is
further subject to the approval of the shareholders of the Company prior to the
exercise of the Option.
16. If at any time during the continuance of this Agreement, the parties hereto
shall deem it necessary or expedient to make any alteration or addition to this
Agreement, they may do so by means of a written agreement between them which
shall be supplemental hereto and form part hereof and which shall be subject to
the approval of the Exchange and, if the option as originally constituted was
accepted for filing by the shareholders, that shareholder approval shall be
obtained, and if the Purchaser is an Insider, shall be subject to the approval
of the shareholders of the Company.
<PAGE> 4
-4-
17. Wherever the plural or masculine are used throughout this Agreement, the
same shall be construed as meaning singular or feminine or neuter or the body
politic or corporate where the context of the parties thereto require.
18. This Agreement may be executed in several parts in the same form and such
parts as so executed shall together constitute one original agreement, and such
parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of this Agreement.
IN WITNESS WHEREOF the Company has hereunto caused its corporate seal to be
affixed in the presence of its duly authorized officers in that behalf and the
Purchaser has hereunto set his hand and seal as of the day and year first above
written.
THE COMMON SEAL OF SMARTIRE SYSTEMS INC. )
was hereunto affixed in the presence of: )
)
- -------------------------------------- )
Authorized Signatory )
) C/S
- -------------------------------------- )
Authorized Signatory )
SIGNED, SEALED AND DELIVERED by )
SHAWN LAMMERS in the presence of: )
)
- -------------------------------------- )
Signature )
- -------------------------------------- ) -----------------------------
Print Name ) SHAWN LAMMERS
- -------------------------------------- )
Address )
- -------------------------------------- )
)
- -------------------------------------- )
Occupation
<PAGE> 1
EXHIBIT 4.9
EMPLOYEE STOCK OPTION AGREEMENT
THIS AGREEMENT made the 30th day of March, 1998.
BETWEEN:
SMARTIRE SYSTEMS INC., a company duly incorporated under the
laws of British Columbia, having its head office at Richmond
Corporate Centre, #150-13151 Vanier Place, Richmond, British
Columbia, V6V 2J1;
(hereinafter called the "Company")
AND:
CYPRIAN LIBERA of #605 - 2288 Pine Street, Vancouver, BC V6J
5G4
(hereinafter called the "Purchaser")
WHEREAS:
A. The Purchaser is an Employee as defined herein;
B. The Company wishes the Purchaser to continue as an Employee
and to continue to receive the benefit of his services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and
valuable consideration and the sum of One ($1.00) Dollar now paid by the
Purchaser to the Company (the receipt and sufficiency whereof is hereby
acknowledged), it is hereby agreed by and between the parties as follows:
1. In this Agreement, the following terms shall have the following meanings:
(a) "Employee" means a bona fide employee of the Company or a
subsidiary thereof or an employee of a company under contract
to provide management services to the Company providing
services to the Company;
(b) "Exchange" means the Vancouver Stock Exchange;
(c) "Expiry Date" means March 30, 2003;
(d) "Insider" means a director or senior officer of the Company,
or a director or senior officer of a person that is itself an
insider or subsidiary of the Company, or a person whose
control or direct or indirect beneficial ownership, or a
combination of that control and ownership over securities of
the Company extends, not counting securities in respect of
which he is acting as an underwriter
<PAGE> 2
-2-
in the course of a distribution, to securities carrying more
than 1 0% of the voting rights attached to all the Company's
outstanding voting securities;
(e) "Notice of Exercise" means a notice in writing addressed to
the Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
(f) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph
2 hereof;
(g) "Optioned Shares" means the common shares of the Company,
subject to the Option; and
(h) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration of his services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set forth, the
Option to purchase a total of 3,000 Optioned Shares at the price of $4.58 per
Optioned Share, exercisable by the Purchaser in whole or in part at any time
before 5:00 o'clock p.m., Vancouver time, on the Expiry Date.
3. The Option shall, at 5:00 o'clock p.m., Vancouver time, on the Expiry Date,
forthwith expire and terminate and be of no further force or effect whatsoever.
4. In the event of the death of the Purchaser on or prior to the Expiry Date,
the Option, or such part thereof as remains unexercised, may be exercised by the
personal representative of the Purchaser at any time prior to 5:00 o'clock p.m.,
Vancouver time, on the first anniversary of the date of death of the Purchaser
or prior to 5:00 o'clock p.m., Vancouver time, on the Expiry Date, whichever is
the earlier.
5. The Purchaser represents and warrants that he is an Employee. In the event
the Purchaser ceases to be an Employee prior to the Expiry Date, the Option
shall, at 5:00 o'clock p.m., Vancouver time, on the thirtieth day after the date
upon which the Purchaser ceases to be an Employee, terminate and be of no
further force or effect whatsoever.
6. Subject to the provisions hereof, the Option shall be exercisable in whole or
in part (at any time and from time to time as aforesaid) by the Purchaser or his
personal representative giving a Notice of Exercise together with payment (by
cash or by certified cheque, made payable to the Company) in full of the
purchase price for the number of Optioned Shares specified in the Notice of
Exercise.
7. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to deliver to
the Purchaser or his personal representative within ten (10) days following
receipt by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his personal representative representing, in aggregate,
<PAGE> 3
-3-
the number of Optioned Shares specified in the Notice of Exercise and in respect
of which the Company has received payment.
8. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the Purchaser
shall have exercised his Option in the manner hereinbefore provided.
9. In the event of any subdivision, redivision or change of the Shares of the
Company at any time prior to the Expiry Date into a greater number of Shares,
the Company shall deliver at the time of any exercise thereafter of the Option
such additional number of Shares as would have resulted from such subdivision,
redivision or change if such exercise of the Option had been made prior to the
date of such subdivision, redivision or change.
10. In the event of any consolidation or change of the Shares of the Company at
any time prior to the Expiry Date into a lesser number of Shares, the number of
Shares deliverable by the Company on any exercise thereafter of the Option shall
be reduced to such number of Shares as would have resulted from such
consolidation or change if such exercise of the Option had been made prior to
the date of such consolidation or change.
11. The Purchaser shall have no rights whatsoever as a shareholder in respect of
any of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Option has
been properly exercised in accordance with paragraph 6 hereof.
12. Time shall be of the essence of this Agreement.
13. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his personal
representative to the extent provided in paragraph 4 hereof.
14. Subject to paragraph 4, this Agreement shall not be transferable or
assignable by the Purchaser or his personal representative and the Option may be
exercised only by the Purchaser or his personal representative.
15. The granting of the Option and the terms and conditions hereof shall be
subject to the approval of the Exchange and, if the Purchaser is an Insider, is
further subject to the approval of the shareholders of the Company prior to the
exercise of the Option.
16. If at any time during the continuance of this Agreement, the parties hereto
shall deem it necessary or expedient to make any alteration or addition to this
Agreement, they may do so by means of a written agreement between them which
shall be supplemental hereto and form part hereof and which shall be subject to
the approval of the Exchange and, if the option as originally constituted was
accepted for filing by the shareholders, that shareholder approval shall be
obtained, and if the Purchaser is an Insider, shall be subject to the approval
of the shareholders of the Company.
<PAGE> 4
-4-
17. Wherever the plural or masculine are used throughout this Agreement, the
same shall be construed as meaning singular or feminine or neuter or the body
politic or corporate where the context of the parties thereto require.
18. This Agreement may be executed in several parts in the same form and such
parts as so executed shall together constitute one original agreement, and such
parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of this Agreement.
IN WITNESS WHEREOF the Company has hereunto caused its corporate seal to be
affixed in the presence of its duly authorized officers in that behalf and the
Purchaser has hereunto set his hand and seal as of the day and year first above
written.
THE COMMON SEAL OF SMARTIRE SYSTEMS INC. )
was hereunto affixed in the presence of: )
)
- -------------------------------------- )
Authorized Signatory )
) C/S
- -------------------------------------- )
Authorized Signatory )
SIGNED, SEALED AND DELIVERED by CYPRIAN )
LIBERA in the presence of: )
)
- -------------------------------------- )
Signature )
- -------------------------------------- ) -----------------------------
Print Name ) CYPRIAN LIBERA
- -------------------------------------- )
Address )
- -------------------------------------- )
)
- -------------------------------------- )
Occupation
<PAGE> 1
EXHIBIT 4.10
EMPLOYEE STOCK OPTION AGREEMENT
THIS AGREEMENT made the 30th day of March, 1998.
BETWEEN:
SMARTIRE SYSTEMS INC., a company duly incorporated under the
laws of British Columbia, having its head office at Richmond
Corporate Centre, #150-13151 Vanier Place, Richmond, British
Columbia, V6V 2J1;
(hereinafter called the "Company")
AND:
PHILIP POTTER of 822 Village Parkway, Fairlawn, OH 44333
(hereinafter called the "Purchaser")
WHEREAS:
A. The Purchaser is an Employee as defined herein;
B. The Company wishes the Purchaser to continue as an Employee
and to continue to receive the benefit of his services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and
valuable consideration and the sum of One ($1.00) Dollar now paid by the
Purchaser to the Company (the receipt and sufficiency whereof is hereby
acknowledged), it is hereby agreed by and between the parties as follows:
1. In this Agreement, the following terms shall have the following meanings:
(a) "Employee" means a bona fide employee of the Company or a
subsidiary thereof or an employee of a company under contract
to provide management services to the Company providing
services to the Company;
(b) "Exchange" means the Vancouver Stock Exchange;
(c) "Expiry Date" means March 30, 2003;
(d) "Insider" means a director or senior officer of the Company,
or a director or senior officer of a person that is itself an
insider or subsidiary of the Company, or a person whose
control or direct or indirect beneficial ownership, or a
combination of that control and ownership over securities of
the Company extends, not counting securities in respect of
which he is acting as an underwriter
<PAGE> 2
-2-
in the course of a distribution, to securities carrying more
than 1 0% of the voting rights attached to all the Company's
outstanding voting securities;
(e) "Notice of Exercise" means a notice in writing addressed to
the Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
(f) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph
2 hereof;
(g) "Optioned Shares" means the common shares of the Company,
subject to the Option; and
(h) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration of his services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set forth, the
Option to purchase a total of 10,000 Optioned Shares at the price of $4.58 per
Optioned Share, exercisable by the Purchaser in whole or in part at any time
before 5:00 o'clock p.m., Vancouver time, on the Expiry Date.
3. The Option shall, at 5:00 o'clock p.m., Vancouver time, on the Expiry Date,
forthwith expire and terminate and be of no further force or effect whatsoever.
4. In the event of the death of the Purchaser on or prior to the Expiry Date,
the Option, or such part thereof as remains unexercised, may be exercised by the
personal representative of the Purchaser at any time prior to 5:00 o'clock p.m.,
Vancouver time, on the first anniversary of the date of death of the Purchaser
or prior to 5:00 o'clock p.m., Vancouver time, on the Expiry Date, whichever is
the earlier.
5. The Purchaser represents and warrants that he is an Employee. In the event
the Purchaser ceases to be an Employee prior to the Expiry Date, the Option
shall, at 5:00 o'clock p.m., Vancouver time, on the thirtieth day after the date
upon which the Purchaser ceases to be an Employee, terminate and be of no
further force or effect whatsoever.
6. Subject to the provisions hereof, the Option shall be exercisable in whole or
in part (at any time and from time to time as aforesaid) by the Purchaser or his
personal representative giving a Notice of Exercise together with payment (by
cash or by certified cheque, made payable to the Company) in full of the
purchase price for the number of Optioned Shares specified in the Notice of
Exercise.
7. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to deliver to
the Purchaser or his personal representative within ten (10) days following
receipt by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his personal representative representing, in aggregate,
<PAGE> 3
-3-
the number of Optioned Shares specified in the Notice of Exercise and in respect
of which the Company has received payment.
8. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the Purchaser
shall have exercised his Option in the manner hereinbefore provided.
9. In the event of any subdivision, redivision or change of the Shares of the
Company at any time prior to the Expiry Date into a greater number of Shares,
the Company shall deliver at the time of any exercise thereafter of the Option
such additional number of Shares as would have resulted from such subdivision,
redivision or change if such exercise of the Option had been made prior to the
date of such subdivision, redivision or change.
10. In the event of any consolidation or change of the Shares of the Company at
any time prior to the Expiry Date into a lesser number of Shares, the number of
Shares deliverable by the Company on any exercise thereafter of the Option shall
be reduced to such number of Shares as would have resulted from such
consolidation or change if such exercise of the Option had been made prior to
the date of such consolidation or change.
11. The Purchaser shall have no rights whatsoever as a shareholder in respect of
any of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Option has
been properly exercised in accordance with paragraph 6 hereof.
12. Time shall be of the essence of this Agreement.
13. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his personal
representative to the extent provided in paragraph 4 hereof.
14. Subject to paragraph 4, this Agreement shall not be transferable or
assignable by the Purchaser or his personal representative and the Option may be
exercised only by the Purchaser or his personal representative.
15. The granting of the Option and the terms and conditions hereof shall be
subject to the approval of the Exchange and, if the Purchaser is an Insider, is
further subject to the approval of the shareholders of the Company prior to the
exercise of the Option.
16. If at any time during the continuance of this Agreement, the parties hereto
shall deem it necessary or expedient to make any alteration or addition to this
Agreement, they may do so by means of a written agreement between them which
shall be supplemental hereto and form part hereof and which shall be subject to
the approval of the Exchange and, if the option as originally constituted was
accepted for filing by the shareholders, that shareholder approval shall be
obtained, and if the Purchaser is an Insider, shall be subject to the approval
of the shareholders of the Company.
<PAGE> 4
-4-
17. Wherever the plural or masculine are used throughout this Agreement, the
same shall be construed as meaning singular or feminine or neuter or the body
politic or corporate where the context of the parties thereto require.
18. This Agreement may be executed in several parts in the same form and such
parts as so executed shall together constitute one original agreement, and such
parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of this Agreement.
IN WITNESS WHEREOF the Company has hereunto caused its corporate seal to be
affixed in the presence of its duly authorized officers in that behalf and the
Purchaser has hereunto set his hand and seal as of the day and year first above
written.
THE COMMON SEAL OF SMARTIRE SYSTEMS INC. )
was hereunto affixed in the presence of: )
)
- -------------------------------------- )
Authorized Signatory )
) C/S
- -------------------------------------- )
Authorized Signatory )
SIGNED, SEALED AND DELIVERED by PHILIP )
POTTER in the presence of: )
)
- -------------------------------------- )
Signature )
- -------------------------------------- ) -----------------------------
Print Name ) PHILIP POTTER
- -------------------------------------- )
Address )
- -------------------------------------- )
)
- -------------------------------------- )
Occupation
<PAGE> 1
EXHIBIT 4.11
DIRECTOR STOCK OPTION AGREEMENT
THIS AGREEMENT made the 30th day of March, 1998.
BETWEEN:
SMARTIRE SYSTEMS INC., a company duly incorporated under the
laws of British Columbia, having its head office at #150 -
13151 Vanier Place, V6V 2J1
(hereinafter called the "Company")
AND:
NICK RICHARDS, 8 Despard Road, London, UK N19 5NW
(hereinafter called the "Purchaser")
WHEREAS:
A. The Purchaser is a member of the Board of Directors of the
Company;
B. The Company wishes the Purchaser to continue as a director and
to continue to receive the benefit of his services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises
and mutual covenants and agreements herein contained, the parties hereto agree
as follows:
1. In this Agreement, the following terms shall have the following meanings:
(a) "Exchange" means the Vancouver Stock Exchange;
(b) "Expiry Date" means March 30, 2003;
(c) "Insider" means a director or senior officer of the Company,
or a director or senior officer of a person that is itself an
insider or subsidiary of the Company, or a person whose
control or direct or indirect beneficial ownership, or a
combination of that control and ownership over securities of
the Company extends, not counting securities in respect of
which he is acting as an underwriter in the course of a
distribution, to securities carrying more than 10% of the
voting rights attached to all the Company's outstanding voting
securities;
(d) "Notice of Exercise" means a notice in writing addressed to
the Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
(e) "Option" means the irrevocable right and option to purchase,
from time to time,
<PAGE> 2
-2-
all, or any part of the Optioned Shares granted to the
Purchaser by the Company pursuant to paragraph 2 hereof;
(f) "Optioned Shares" means the common shares of the Company,
subject to the Option; and
(g) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration, of his services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set forth, the
Option to purchase a total of 15,000 (FIFTEEN THOUSAND) Optioned Shares at the
price of $4.58 per Optioned Share, exercisable by the Purchaser in whole or in
part at any time before 5:00 o'clock p.m., Vancouver time, on the Expiry Date.
3. The Option shall, at 5:00 o'clock p.m., Vancouver time, on the Expiry Date,
forthwith expire and terminate and be of no further force or effect whatsoever.
4. In the event of the death of the Purchaser on or prior to the Expiry Date,
the Option, or such part thereof as remains unexercised, may be exercised by the
personal representative of the Purchaser at any time prior to 5:00 o'clock p.m.,
Vancouver time, on the first anniversary of the date of death of the Purchaser
or prior to 5:00 o'clock p.m., Vancouver time, on the Expiry Date, whichever is
the earlier.
5. The Purchaser represents and warrants that he is a Director of the Board of
Directors of the Company. In the event the Purchaser ceases to be a Director
prior to the Expiry Date, the Option shall, at 5:00 o'clock p.m., Vancouver
time, on the thirtieth day after the date upon which the Purchaser ceases to be
a Director or employee, terminate and be of no further force or effect
whatsoever.
6. Subject to the provisions hereof, the Option shall be exercisable in whole or
in part (at any time and from time to time as aforesaid) by the Purchaser or his
personal representative giving a Notice of Exercise together with payment (by
cash or by certified cheque, made payable to the Company) in full of the
purchase price for the number of Optioned Shares specified in the Notice of
Exercise.
7. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to deliver to
the Purchaser or his personal representative within ten (10) days following
receipt by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his personal representative representing, in aggregate, the
number of Optioned Shares specified in the Notice of Exercise and in respect of
which the Company has received payment.
8. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the Purchaser
shall have exercised his Option in the manner hereinbefore provided.
<PAGE> 3
-3-
9. In the event of any subdivision, redivision or change of the Shares of the
Company at any time prior to the Expiry Date into a greater number of Shares,
the Company shall deliver at the time of any exercise thereafter of the Option
such additional number of Shares as would have resulted from such subdivision,
redivision or change if such exercise of the Option had been made prior to the
date of such subdivision, redivision or change.
10. In the event of any consolidation or change of the Shares of the Company at
any time prior to the Expiry Date into a lesser number of Shares, the number of
Shares deliverable by the Company on any exercise thereafter of the Option shall
be reduced to such number of Shares as would have resulted from such
consolidation or change if such exercise of the Option had been made prior to
the date of such consolidation or change.
11. The Purchaser shall have no rights whatsoever as a shareholder in respect of
any of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Option has
been properly exercised in accordance with paragraphs 1 (d) and 7 hereof.
12. Time shall be of the essence of this Agreement.
13. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his personal
representative to the extent provided in paragraph 4 hereof.
14. Subject to paragraph 4, this Agreement shall not be transferable or
assignable by the Purchaser or his personal representative and the Option may be
exercised only by the Purchaser or his personal representative.
15. The granting of the Option and the terms and conditions hereof shall be
subject to the approval of the Exchange and, if the Purchaser is an Insider, is
further subject to the approval of the shareholders of the Company prior to the
exercise of the Option.
16. If at any time during the continuance of this Agreement, the parties hereto
shall deem it necessary or expedient to make any alteration or addition to this
Agreement, they may do so by means of a written agreement between them which
shall be supplemental hereto and form part hereof and which shall be subject to
the approval of the Exchange and, if the Purchaser is an Insider, shall be
subject to the approval of the shareholders of the Company.
17. Wherever the plural or masculine are used throughout this Agreement, the
same shall be construed as meaning singular or feminine or neuter or the body
politic or corporate where the context of the parties thereto require.
18. This Agreement may be executed in several parts in the same form and such
parts as so executed shall together constitute one original agreement, and such
parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of this Agreement.
<PAGE> 4
-4-
IN WITNESS WHEREOF the Company has hereunto caused its corporate seal to be
affixed in the presence of its duly authorized officers in that behalf and the
Purchaser has hereunto set his hand and seal as of the day and year first above
written.
THE COMMON SEAL OF SMARTIRE SYSTEMS INC. )
was hereunto affixed in the presence of: )
)
- -------------------------------------- )
Authorized Signatory )
) C/S
- -------------------------------------- )
Authorized Signatory )
SIGNED, SEALED AND DELIVERED by )
NICK RICHARDS in the presence of: )
)
- -------------------------------------- )
Signature )
- -------------------------------------- ) -----------------------------
Print Name ) NICK RICHARDS
- -------------------------------------- )
Address )
- -------------------------------------- )
)
- -------------------------------------- )
Occupation
<PAGE> 1
EXHIBIT 4.12
DIRECTOR STOCK OPTION AGREEMENT
THIS AGREEMENT made the 30th day of March, 1998.
BETWEEN:
SMARTIRE SYSTEMS INC., a company duly incorporated under the
laws of British Columbia, having its head office at #150 -
13151 Vanier Place, V6V 2J1
(hereinafter called the "Company")
AND:
ROBERT V. RUDMAN, #40 - 5740 Garrison Road, Richmond, BC V7C
5E7
(hereinafter called the "Purchaser")
WHEREAS:
A. The Purchaser is a member of the Board of Directors of the
Company;
B. The Company wishes the Purchaser to continue as a director and
to continue to receive the benefit of his services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises
and mutual covenants and agreements herein contained, the parties hereto agree
as follows:
1. In this Agreement, the following terms shall have the following meanings:
(a) "Exchange" means the Vancouver Stock Exchange;
(b) "Expiry Date" means March 30, 2003;
(c) "Insider" means a director or senior officer of the Company,
or a director or senior officer of a person that is itself an
insider or subsidiary of the Company, or a person whose
control or direct or indirect beneficial ownership, or a
combination of that control and ownership over securities of
the Company extends, not counting securities in respect of
which he is acting as an underwriter in the course of a
distribution, to securities carrying more than 10% of the
voting rights attached to all the Company's outstanding voting
securities;
(d) "Notice of Exercise" means a notice in writing addressed to
the Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
<PAGE> 2
-2-
(e) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph
2 hereof;
(f) "Optioned Shares" means the common shares of the Company,
subject to the Option; and
(g) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration, of his services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set forth, the
Option to purchase a total of 125,000 (ONE HUNDRED TWENTY-FIVE THOUSAND)
Optioned Shares at the price of $4.58 per Optioned Share, exercisable by the
Purchaser in whole or in part at any time before 5:00 o'clock p.m., Vancouver
time, on the Expiry Date.
3. The Option shall, at 5:00 o'clock p.m., Vancouver time, on the Expiry Date,
forthwith expire and terminate and be of no further force or effect whatsoever.
4. In the event of the death of the Purchaser on or prior to the Expiry Date,
the Option, or such part thereof as remains unexercised, may be exercised by the
personal representative of the Purchaser at any time prior to 5:00 o'clock p.m.,
Vancouver time, on the first anniversary of the date of death of the Purchaser
or prior to 5:00 o'clock p.m., Vancouver time, on the Expiry Date, whichever is
the earlier.
5. The Purchaser represents and warrants that he is a Director of the Board of
Directors of the Company. In the event the Purchaser ceases to be a Director
prior to the Expiry Date, the Option shall, at 5:00 o'clock p.m., Vancouver
time, on the thirtieth day after the date upon which the Purchaser ceases to be
a Director or employee, terminate and be of no further force or effect
whatsoever.
6. Subject to the provisions hereof, the Option shall be exercisable in whole or
in part (at any time and from time to time as aforesaid) by the Purchaser or his
personal representative giving a Notice of Exercise together with payment (by
cash or by certified cheque, made payable to the Company) in full of the
purchase price for the number of Optioned Shares specified in the Notice of
Exercise.
7. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to deliver to
the Purchaser or his personal representative within ten (10) days following
receipt by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his personal representative representing, in aggregate, the
number of Optioned Shares specified in the Notice of Exercise and in respect of
which the Company has received payment.
8. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the Purchaser
shall have exercised his
<PAGE> 3
-3-
Option in the manner hereinbefore provided.
9. In the event of any subdivision, redivision or change of the Shares of the
Company at any time prior to the Expiry Date into a greater number of Shares,
the Company shall deliver at the time of any exercise thereafter of the Option
such additional number of Shares as would have resulted from such subdivision,
redivision or change if such exercise of the Option had been made prior to the
date of such subdivision, redivision or change.
10. In the event of any consolidation or change of the Shares of the Company at
any time prior to the Expiry Date into a lesser number of Shares, the number of
Shares deliverable by the Company on any exercise thereafter of the Option shall
be reduced to such number of Shares as would have resulted from such
consolidation or change if such exercise of the Option had been made prior to
the date of such consolidation or change.
11. The Purchaser shall have no rights whatsoever as a shareholder in respect of
any of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Option has
been properly exercised in accordance with paragraphs 1 (d) and 7 hereof.
12. Time shall be of the essence of this Agreement.
13. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his personal
representative to the extent provided in paragraph 4 hereof.
14. Subject to paragraph 4, this Agreement shall not be transferable or
assignable by the Purchaser or his personal representative and the Option may be
exercised only by the Purchaser or his personal representative.
15. The granting of the Option and the terms and conditions hereof shall be
subject to the approval of the Exchange and, if the Purchaser is an Insider, is
further subject to the approval of the shareholders of the Company prior to the
exercise of the Option.
16. If at any time during the continuance of this Agreement, the parties hereto
shall deem it necessary or expedient to make any alteration or addition to this
Agreement, they may do so by means of a written agreement between them which
shall be supplemental hereto and form part hereof and which shall be subject to
the approval of the Exchange and, if the Purchaser is an Insider, shall be
subject to the approval of the shareholders of the Company.
17. Wherever the plural or masculine are used throughout this Agreement, the
same shall be construed as meaning singular or feminine or neuter or the body
politic or corporate where the context of the parties thereto require.
18. This Agreement may be executed in several parts in the same form and such
parts as so executed shall together constitute one original agreement, and such
parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of
<PAGE> 4
-4-
this Agreement.
IN WITNESS WHEREOF the Company has hereunto caused its corporate seal to be
affixed in the presence of its duly authorized officers in that behalf and the
Purchaser has hereunto set his hand and seal as of the day and year first above
written.
THE COMMON SEAL OF SMARTIRE SYSTEMS INC. )
was hereunto affixed in the presence of: )
)
- -------------------------------------- )
Authorized Signatory )
) C/S
- -------------------------------------- )
Authorized Signatory )
SIGNED, SEALED AND DELIVERED by ROBERT )
RUDMAN in the presence of: )
)
- -------------------------------------- )
Signature )
- -------------------------------------- ) -----------------------------
Print Name ) ROBERT RUDMAN
- -------------------------------------- )
Address )
- -------------------------------------- )
)
- -------------------------------------- )
Occupation
<PAGE> 1
EXHIBIT 4.13
EMPLOYEE STOCK OPTION AGREEMENT
THIS AGREEMENT made the 30th day of March, 1998.
BETWEEN:
SMARTIRE SYSTEMS INC., a company duly incorporated under the
laws of British Columbia, having its head office at Richmond
Corporate Centre, #150-13151 Vanier Place, Richmond, British
Columbia, V6V 2J1;
(hereinafter called the "Company")
AND:
JIM WIGGINS of #105 - 7426 138th Street, Surrey, BC V3W 6G4
(hereinafter called the "Purchaser")
WHEREAS:
A. The Purchaser is an Employee as defined herein;
B. The Company wishes the Purchaser to continue as an Employee
and to continue to receive the benefit of his services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and
valuable consideration and the sum of One ($1.00) Dollar now paid by the
Purchaser to the Company (the receipt and sufficiency whereof is hereby
acknowledged), it is hereby agreed by and between the parties as follows:
1. In this Agreement, the following terms shall have the following meanings:
(a) "Employee" means a bona fide employee of the Company or a
subsidiary thereof or an employee of a company under contract
to provide management services to the Company providing
services to the Company;
(b) "Exchange" means the Vancouver Stock Exchange;
(c) "Expiry Date" means March 30, 2003;
(d) "Insider" means a director or senior officer of the Company,
or a director or senior officer of a person that is itself an
insider or subsidiary of the Company, or a person whose
control or direct or indirect beneficial ownership, or a
combination of that control and ownership over securities of
the Company extends, not counting securities in respect of
which he is acting as an underwriter
<PAGE> 2
-2-
in the course of a distribution, to securities carrying more
than 1 0% of the voting rights attached to all the Company's
outstanding voting securities;
(e) "Notice of Exercise" means a notice in writing addressed to
the Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
(f) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph
2 hereof;
(g) "Optioned Shares" means the common shares of the Company,
subject to the Option; and
(h) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration of his services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set forth, the
Option to purchase a total of 3,000 Optioned Shares at the price of $4.58 per
Optioned Share, exercisable by the Purchaser in whole or in part at any time
before 5:00 o'clock p.m., Vancouver time, on the Expiry Date.
3. The Option shall, at 5:00 o'clock p.m., Vancouver time, on the Expiry Date,
forthwith expire and terminate and be of no further force or effect whatsoever.
4. In the event of the death of the Purchaser on or prior to the Expiry Date,
the Option, or such part thereof as remains unexercised, may be exercised by the
personal representative of the Purchaser at any time prior to 5:00 o'clock p.m.,
Vancouver time, on the first anniversary of the date of death of the Purchaser
or prior to 5:00 o'clock p.m., Vancouver time, on the Expiry Date, whichever is
the earlier.
5. The Purchaser represents and warrants that he is an Employee. In the event
the Purchaser ceases to be an Employee prior to the Expiry Date, the Option
shall, at 5:00 o'clock p.m., Vancouver time, on the thirtieth day after the date
upon which the Purchaser ceases to be an Employee, terminate and be of no
further force or effect whatsoever.
6. Subject to the provisions hereof, the Option shall be exercisable in whole or
in part (at any time and from time to time as aforesaid) by the Purchaser or his
personal representative giving a Notice of Exercise together with payment (by
cash or by certified cheque, made payable to the Company) in full of the
purchase price for the number of Optioned Shares specified in the Notice of
Exercise.
7. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to deliver to
the Purchaser or his personal representative within ten (10) days following
receipt by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his personal representative representing, in aggregate,
<PAGE> 3
-3-
the number of Optioned Shares specified in the Notice of Exercise and in respect
of which the Company has received payment.
8. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the Purchaser
shall have exercised his Option in the manner hereinbefore provided.
9. In the event of any subdivision, redivision or change of the Shares of the
Company at any time prior to the Expiry Date into a greater number of Shares,
the Company shall deliver at the time of any exercise thereafter of the Option
such additional number of Shares as would have resulted from such subdivision,
redivision or change if such exercise of the Option had been made prior to the
date of such subdivision, redivision or change.
10. In the event of any consolidation or change of the Shares of the Company at
any time prior to the Expiry Date into a lesser number of Shares, the number of
Shares deliverable by the Company on any exercise thereafter of the Option shall
be reduced to such number of Shares as would have resulted from such
consolidation or change if such exercise of the Option had been made prior to
the date of such consolidation or change.
11. The Purchaser shall have no rights whatsoever as a shareholder in respect of
any of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Option has
been properly exercised in accordance with paragraph 6 hereof.
12. Time shall be of the essence of this Agreement.
13. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his personal
representative to the extent provided in paragraph 4 hereof.
14. Subject to paragraph 4, this Agreement shall not be transferable or
assignable by the Purchaser or his personal representative and the Option may be
exercised only by the Purchaser or his personal representative.
15. The granting of the Option and the terms and conditions hereof shall be
subject to the approval of the Exchange and, if the Purchaser is an Insider, is
further subject to the approval of the shareholders of the Company prior to the
exercise of the Option.
16. If at any time during the continuance of this Agreement, the parties hereto
shall deem it necessary or expedient to make any alteration or addition to this
Agreement, they may do so by means of a written agreement between them which
shall be supplemental hereto and form part hereof and which shall be subject to
the approval of the Exchange and, if the option as originally constituted was
accepted for filing by the shareholders, that shareholder approval shall be
obtained, and if the Purchaser is an Insider, shall be subject to the approval
of the shareholders of the Company.
<PAGE> 4
-4-
17. Wherever the plural or masculine are used throughout this Agreement, the
same shall be construed as meaning singular or feminine or neuter or the body
politic or corporate where the context of the parties thereto require.
18. This Agreement may be executed in several parts in the same form and such
parts as so executed shall together constitute one original agreement, and such
parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of this Agreement.
IN WITNESS WHEREOF the Company has hereunto caused its corporate seal to be
affixed in the presence of its duly authorized officers in that behalf and the
Purchaser has hereunto set his hand and seal as of the day and year first above
written.
THE COMMON SEAL OF SMARTIRE SYSTEMS INC. )
was hereunto affixed in the presence of: )
)
- -------------------------------------- )
Authorized Signatory )
) C/S
- -------------------------------------- )
Authorized Signatory )
SIGNED, SEALED AND DELIVERED by )
JIM WIGGINS in the presence of: )
)
- -------------------------------------- )
Signature )
- -------------------------------------- ) -----------------------------
Print Name ) JIM WIGGINS
- -------------------------------------- )
Address )
- -------------------------------------- )
)
- -------------------------------------- )
Occupation
<PAGE> 1
EXHIBIT 4.14
DIRECTOR STOCK OPTION AGREEMENT
THIS AGREEMENT made the 10th day of November, 1997.
BETWEEN:
UNICOMM SIGNAL INC., a company duly incorporated under the
laws of British Columbia, having its head office at #150 -
13151 Vanier Place, V6V 2J1
(hereinafter called the "Company")
AND:
WILLIAM CRONIN, 180 Concord Drive, Madison, CT 06443
(hereinafter called the "Purchaser")
WHEREAS:
A. The Purchaser is a member of the Board of Directors of the
Company;
B. The Company wishes the Purchaser to continue as a director and
to continue to receive the benefit of his services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises
and mutual covenants and agreements herein contained, the parties hereto agree
as follows:
1. In this Agreement, the following terms shall have the following meanings:
(a) "Exchange" means the Vancouver Stock Exchange;
(b) "Expiry Date" means November 10, 2002;
(c) "Insider" means a director or senior officer of the Company,
or a director or senior officer of a person that is itself an
insider or subsidiary of the Company, or a person whose
control or direct or indirect beneficial ownership, or a
combination of that control and ownership over securities of
the Company extends, not counting securities in respect of
which he is acting as an underwriter in the course of a
distribution, to securities carrying more than 10% of the
voting rights attached to all the Company's outstanding voting
securities;
(d) "Notice of Exercise" means a notice in writing addressed to
the Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
(e) "Option" means the irrevocable right and option to purchase,
from time to time,
<PAGE> 2
-2-
all, or any part of the Optioned Shares granted to the
Purchaser by the Company pursuant to paragraph 2 hereof;
(f) "Optioned Shares" means the common shares of the Company,
subject to the Option; and
(g) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration, of his services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set forth, the
Option to purchase a total of 150,000 (ONE HUNDRED FIFTY THOUSAND) Optioned
Shares at the price of $0.56 per Optioned Share, exercisable by the Purchaser in
whole or in part at any time before 5:00 o'clock p.m., Vancouver time, on the
Expiry Date.
3. The Option shall, at 5:00 o'clock p.m., Vancouver time, on the Expiry Date,
forthwith expire and terminate and be of no further force or effect whatsoever.
4. In the event of the death of the Purchaser on or prior to the Expiry Date,
the Option, or such part thereof as remains unexercised, may be exercised by the
personal representative of the Purchaser at any time prior to 5:00 o'clock p.m.,
Vancouver time, on the first anniversary of the date of death of the Purchaser
or prior to 5:00 o'clock p.m., Vancouver time, on the Expiry Date, whichever is
the earlier.
5. The Purchaser represents and warrants that he is a Director of the Board of
Directors of the Company. In the event the Purchaser ceases to be a Director
prior to the Expiry Date, the Option shall, at 5:00 o'clock p.m., Vancouver
time, on the thirtieth day after the date upon which the Purchaser ceases to be
a Director or employee, terminate and be of no further force or effect
whatsoever.
6. Subject to the provisions hereof, the Option shall be exercisable in whole or
in part (at any time and from time to time as aforesaid) by the Purchaser or his
personal representative giving a Notice of Exercise together with payment (by
cash or by certified cheque, made payable to the Company) in full of the
purchase price for the number of Optioned Shares specified in the Notice of
Exercise.
7. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to deliver to
the Purchaser or his personal representative within ten (10) days following
receipt by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his personal representative representing, in aggregate, the
number of Optioned Shares specified in the Notice of Exercise and in respect of
which the Company has received payment.
8. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the Purchaser
shall have exercised his Option in the manner hereinbefore provided.
<PAGE> 3
-3-
9. In the event of any subdivision, redivision or change of the Shares of the
Company at any time prior to the Expiry Date into a greater number of Shares,
the Company shall deliver at the time of any exercise thereafter of the Option
such additional number of Shares as would have resulted from such subdivision,
redivision or change if such exercise of the Option had been made prior to the
date of such subdivision, redivision or change.
10. In the event of any consolidation or change of the Shares of the Company at
any time prior to the Expiry Date into a lesser number of Shares, the number of
Shares deliverable by the Company on any exercise thereafter of the Option shall
be reduced to such number of Shares as would have resulted from such
consolidation or change if such exercise of the Option had been made prior to
the date of such consolidation or change.
11. The Purchaser shall have no rights whatsoever as a shareholder in respect of
any of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Option has
been properly exercised in accordance with paragraphs 1 (d) and 7 hereof.
12. Time shall be of the essence of this Agreement.
13. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his personal
representative to the extent provided in paragraph 4 hereof.
14. Subject to paragraph 4, this Agreement shall not be transferable or
assignable by the Purchaser or his personal representative and the Option may be
exercised only by the Purchaser or his personal representative.
15. The granting of the Option and the terms and conditions hereof shall be
subject to the approval of the Exchange and, if the Purchaser is an Insider, is
further subject to the approval of the shareholders of the Company prior to the
exercise of the Option.
16. If at any time during the continuance of this Agreement, the parties hereto
shall deem it necessary or expedient to make any alteration or addition to this
Agreement, they may do so by means of a written agreement between them which
shall be supplemental hereto and form part hereof and which shall be subject to
the approval of the Exchange and, if the Purchaser is an Insider, shall be
subject to the approval of the shareholders of the Company.
17. Wherever the plural or masculine are used throughout this Agreement, the
same shall be construed as meaning singular or feminine or neuter or the body
politic or corporate where the context of the parties thereto require.
18. This Agreement may be executed in several parts in the same form and such
parts as so executed shall together constitute one original agreement, and such
parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of this Agreement.
<PAGE> 4
-4-
IN WITNESS WHEREOF the Company has hereunto caused its corporate seal to be
affixed in the presence of its duly authorized officers in that behalf and the
Purchaser has hereunto set his hand and seal as of the day and year first above
written.
THE COMMON SEAL OF UNICOMM SIGNAL INC. )
was hereunto affixed in the presence of: )
)
- -------------------------------------- )
Authorized Signatory )
) C/S
- -------------------------------------- )
Authorized Signatory )
SIGNED, SEALED AND DELIVERED by WILLIAM )
CRONIN in the presence of: )
)
- -------------------------------------- )
Signature )
- -------------------------------------- ) -----------------------------
Print Name ) WILLIAM CRONIN
- -------------------------------------- )
Address )
- -------------------------------------- )
)
- -------------------------------------- )
Occupation
<PAGE> 1
EXHIBIT 4.15
EMPLOYEE STOCK OPTION AGREEMENT
THIS AGREEMENT made the 10th day of November, 1997.
BETWEEN:
UNICOMM SIGNAL INC., a company duly incorporated under the
laws of British Columbia, having its head office at Richmond
Corporate Centre, #150-13151 Vanier Place, Richmond, British
Columbia, V6V 2J1;
(hereinafter called the "Company")
AND:
LESLIE MINOVITCH of 6451 Swift Avenue, Richmond, BC V7E 4G9
(hereinafter called the "Purchaser")
WHEREAS:
A. The Purchaser is an Employee as defined herein;
B. The Company wishes the Purchaser to continue as an Employee
and to continue to receive the benefit of his services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and
valuable consideration and the sum of One ($1.00) Dollar now paid by the
Purchaser to the Company (the receipt and sufficiency whereof is hereby
acknowledged), it is hereby agreed by and between the parties as follows:
1. In this Agreement, the following terms shall have the following meanings:
(a) "Employee" means a bona fide employee of the Company or a
subsidiary thereof or an employee of a company under contract
to provide management services to the Company providing
services to the Company;
(b) "Exchange" means the Vancouver Stock Exchange;
(c) "Expiry Date" means November 10, 2002;
(d) "Insider" means a director or senior officer of the Company,
or a director or senior officer of a person that is itself an
insider or subsidiary of the Company, or a person whose
control or direct or indirect beneficial ownership, or a
combination of that control and ownership over securities of
the Company extends, not counting securities in respect of
which he is acting as an underwriter
<PAGE> 2
-2-
in the course of a distribution, to securities carrying more
than 1 0% of the voting rights attached to all the Company's
outstanding voting securities;
(e) "Notice of Exercise" means a notice in writing addressed to
the Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
(f) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph
2 hereof;
(g) "Optioned Shares" means the common shares of the Company,
subject to the Option; and
(h) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration of his services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set forth, the
Option to purchase a total of 40,000 Optioned Shares at the price of $0.56 per
Optioned Share, exercisable by the Purchaser in whole or in part at any time
before 5:00 o'clock p.m., Vancouver time, on the Expiry Date.
3. The Option shall, at 5:00 o'clock p.m., Vancouver time, on the Expiry Date,
forthwith expire and terminate and be of no further force or effect whatsoever.
4. In the event of the death of the Purchaser on or prior to the Expiry Date,
the Option, or such part thereof as remains unexercised, may be exercised by the
personal representative of the Purchaser at any time prior to 5:00 o'clock p.m.,
Vancouver time, on the first anniversary of the date of death of the Purchaser
or prior to 5:00 o'clock p.m., Vancouver time, on the Expiry Date, whichever is
the earlier.
5. The Purchaser represents and warrants that he is an Employee. In the event
the Purchaser ceases to be an Employee prior to the Expiry Date, the Option
shall, at 5:00 o'clock p.m., Vancouver time, on the thirtieth day after the date
upon which the Purchaser ceases to be an Employee, terminate and be of no
further force or effect whatsoever.
6. Subject to the provisions hereof, the Option shall be exercisable in whole or
in part (at any time and from time to time as aforesaid) by the Purchaser or his
personal representative giving a Notice of Exercise together with payment (by
cash or by certified cheque, made payable to the Company) in full of the
purchase price for the number of Optioned Shares specified in the Notice of
Exercise.
7. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to deliver to
the Purchaser or his personal representative within ten (10) days following
receipt by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his personal representative representing, in aggregate,
<PAGE> 3
-3-
the number of Optioned Shares specified in the Notice of Exercise and in respect
of which the Company has received payment.
8. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the Purchaser
shall have exercised his Option in the manner hereinbefore provided.
9. In the event of any subdivision, redivision or change of the Shares of the
Company at any time prior to the Expiry Date into a greater number of Shares,
the Company shall deliver at the time of any exercise thereafter of the Option
such additional number of Shares as would have resulted from such subdivision,
redivision or change if such exercise of the Option had been made prior to the
date of such subdivision, redivision or change.
10. In the event of any consolidation or change of the Shares of the Company at
any time prior to the Expiry Date into a lesser number of Shares, the number of
Shares deliverable by the Company on any exercise thereafter of the Option shall
be reduced to such number of Shares as would have resulted from such
consolidation or change if such exercise of the Option had been made prior to
the date of such consolidation or change.
11. The Purchaser shall have no rights whatsoever as a shareholder in respect of
any of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Option has
been properly exercised in accordance with paragraph 6 hereof.
12. Time shall be of the essence of this Agreement.
13. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his personal
representative to the extent provided in paragraph 4 hereof.
14. Subject to paragraph 4, this Agreement shall not be transferable or
assignable by the Purchaser or his personal representative and the Option may be
exercised only by the Purchaser or his personal representative.
15. The granting of the Option and the terms and conditions hereof shall be
subject to the approval of the Exchange and, if the Purchaser is an Insider, is
further subject to the approval of the shareholders of the Company prior to the
exercise of the Option.
16. If at any time during the continuance of this Agreement, the parties hereto
shall deem it necessary or expedient to make any alteration or addition to this
Agreement, they may do so by means of a written agreement between them which
shall be supplemental hereto and form part hereof and which shall be subject to
the approval of the Exchange and, if the option as originally constituted was
accepted for filing by the shareholders, that shareholder approval shall be
obtained, and if the Purchaser is an Insider, shall be subject to the approval
of the shareholders of the Company.
<PAGE> 4
-4-
17. Wherever the plural or masculine are used throughout this Agreement, the
same shall be construed as meaning singular or feminine or neuter or the body
politic or corporate where the context of the parties thereto require.
18. This Agreement may be executed in several parts in the same form and such
parts as so executed shall together constitute one original agreement, and such
parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of this Agreement.
IN WITNESS WHEREOF the Company has hereunto caused its corporate seal to be
affixed in the presence of its duly authorized officers in that behalf and the
Purchaser has hereunto set his hand and seal as of the day and year first above
written.
THE COMMON SEAL OF UNICOMM SIGNAL INC. )
was hereunto affixed in the presence of: )
)
- -------------------------------------- )
Authorized Signatory )
) C/S
- -------------------------------------- )
Authorized Signatory )
SIGNED, SEALED AND DELIVERED by LESLIE )
MINOVITCH in the presence of: )
)
- -------------------------------------- )
Signature )
- -------------------------------------- ) -----------------------------
Print Name ) LESLIE MINOVITCH
- -------------------------------------- )
Address )
- -------------------------------------- )
)
- -------------------------------------- )
Occupation
<PAGE> 1
EXHIBIT 4.16
DIRECTOR STOCK OPTION AGREEMENT
THIS AGREEMENT made the 10th day of November, 1997.
BETWEEN:
UNICOMM SIGNAL INC., a company duly incorporated under the
laws of British Columbia, having its head office at #150 -
13151 Vanier Place, V6V 2J1
(hereinafter called the "Company")
AND: ROBERT V. RUDMAN, of 40 - 5740 Garrison Road, Richmond,
British Columbia, V7C 5E7
(hereinafter called the "Purchaser")
WHEREAS:
A. The Purchaser is a member of the Board of Directors of the Company;
B. The Company wishes the Purchaser to continue as a Director and to
continue to receive the benefit of his services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises
and mutual covenants and agreements herein contained, the parties hereto agree
as follows:
1. In this Agreement, the following terms shall have the following meanings:
(a) "Exchange" means the Vancouver Stock Exchange;
(b) "Expiry Date" means November 10, 2002;
(c) "Insider" means a director or senior officer of the Company,
or a director or senior officer of a person that is itself an
insider or subsidiary of the Company, or a person whose
control or direct or indirect beneficial ownership, or a
combination of that control and ownership over securities of
the Company extends, not counting securities in respect of
which he is acting as an underwriter in the course of a
distribution, to securities carrying more than 10% of the
voting rights attached to all the Company's outstanding voting
securities;
(d) "Notice of Exercise" means a notice in writing addressed to
the Company at its address first recited, which notice shall
specify
<PAGE> 2
-2-
therein the number of Optioned Shares in respect of which the
Option is being exercised;
(e) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph
2 hereof;
(f) "Optioned Shares" means the common shares of the Company,
subject to the Option; and
(g) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration of his services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set
forth, the Option to purchase a total of 600,000 (SIX HUNDRED THOUSAND)
Optioned Shares at the price of $0.56 per Optioned Share, exercisable
by the Purchaser in whole or in part at any time before 5:00 o'clock
p.m., Vancouver time, on the Expiry Date.
3. The Option shall, at 5:00 o'clock p.m., Vancouver time, on the Expiry
Date, forthwith expire and terminate and be of no further force or
effect whatsoever.
4. In the event of the death of the Purchaser on or prior to the Expiry
Date, the Option, or such part thereof as remains unexercised, may be
exercised by the personal representative of the Purchaser at any time
prior to 5:00 o'clock p.m., Vancouver time, on the first anniversary of
the date of death of the Purchaser or prior to 5:00 o'clock p.m.,
Vancouver time, on the Expiry Date, whichever is the earlier.
5. The Purchaser represents and warrants that he is a Director of the
Board of Directors of the Company. In the event the Purchaser ceases to
be a Director prior to the Expiry Date, the Option shall, at 5:00
o'clock p.m., Vancouver time, on the thirtieth day after the date upon
which the Purchaser ceases to be a Director or employee, terminate and
be of no further force or effect whatsoever.
6. Subject to the provisions hereof, the Option shall be exercisable in
whole or in part (at any time and from time to time as aforesaid) by
the Purchaser or his personal representative giving a Notice of
Exercise together with payment (by cash or by certified cheque, made
payable to the Company) in full of the purchase price for the number of
Optioned Shares specified in the Notice of Exercise.
7. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to
deliver to the Purchaser or his personal representative within ten (10)
days following receipt by the Company of the Notice of Exercise a
certificate in the name of the Purchaser or his personal representative
representing, in aggregate, the number of Optioned Shares specified
<PAGE> 3
-3-
in the Notice of Exercise and in respect of which the Company has
received payment.
8. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the
Purchaser shall have exercised his Option in the manner hereinbefore
provided.
9. In the event of any subdivision, redivision or change of the Shares of
the Company at any time prior to the Expiry Date into a greater number
of Shares, the Company shall deliver at the time of any exercise
thereafter of the Option such additional number of Shares as would have
resulted from such subdivision, redivision or change if such exercise
of the Option had been made prior to the date of such subdivision,
redivision or change.
10. In the event of any consolidation or change of the Shares of the
Company at any time prior to the Expiry Date into a lesser number of
Shares, the number of Shares deliverable by the Company on any exercise
thereafter of the Option shall be reduced to such number of Shares as
would have resulted from such consolidation or change if such exercise
of the Option had been made prior to the date of such consolidation or
change.
11. The Purchaser shall have no rights whatsoever as a shareholder in
respect of any of the Optioned Shares (including any right to receive
dividends or other distribution therefrom or thereon) except in respect
of which the Option has been properly exercised in accordance with
paragraphs 1(d) and 7 hereof.
12. Time shall be of the essence of this Agreement.
13. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his personal
representative to the extent provided in paragraph 4 hereof.
14. Subject to paragraph 4, this Agreement shall not be transferable or
assignable by the Purchaser or his personal representative and the
Option may be exercised only by the Purchaser or his personal
representative.
15. The granting of the Option and the terms and conditions hereof shall be
subject to the approval of the Exchange and, if the Purchaser is an
Insider, is further subject to the approval of the shareholders of the
Company prior to the exercise of the Option.
16. If at any time during the continuance of this Agreement, the parties
hereto shall deem it necessary or expedient to make any alteration or
addition to this Agreement, they may do so by means of a written
agreement between them which shall be supplemental hereto and form part
hereof and which shall be subject to the approval of the Exchange and,
if the Purchaser is an Insider, shall be subject to the approval of the
shareholders of the Company.
<PAGE> 4
-4-
17. Wherever the plural or masculine are used throughout this Agreement,
the same shall be construed as meaning singular or feminine or neuter
or the body politic or corporate where the context of the parties
thereto require.
18. This Agreement may be executed in several parts in the same form and
such parts as so executed shall together constitute one original
agreement, and such parts, if more than one, shall be read together and
construed as if all the signing parties hereto had executed one copy of
this Agreement.
IN WITNESS WHEREOF the Company has hereunto caused its corporate seal to be
affixed in the presence of its duly authorized officers in that behalf and the
Purchaser has hereunto set his hand and seal as of the day and year first above
written.
THE COMMON SEAL OF UNICOMM )
SIGNAL INC. was hereunto affixed in )
the presence of: )
)
- ------------------------------------ )
Authorized Signatory ) C/S
)
- ------------------------------------ )
Authorized Signatory )
)
)
SIGNED, SEALED AND DELIVERED by )
ROBERT RUDMAN in the presence of: )
)
)
- ------------------------------------ )
Name )
- ------------------------------------ ) -----------------------------
Address ) ROBERT RUDMAN
- ------------------------------------ )
)
- ------------------------------------ )
Occupation )
<PAGE> 1
EXHIBIT 4.17
AMENDED EMPLOYEE STOCK OPTION AGREEMENT
THIS AMENDED AGREEMENT made the 26th day of March, 1997.
BETWEEN:
UNICOMM SIGNAL INC., a company duly incorporated under the
laws of British Columbia, having its head office at Richmond
Corporate Centre, #150 - 13151 Vanier Place, Richmond, British
Columbia, V6V 2J1;
(hereinafter called the "Company")
AND:
JASWIR BHAMBRA, of 9174 138a Street, Surrey, B.C.
(hereinafter called the "Purchaser")
WHEREAS:
A. The Purchaser entered into an employee stock option agreement
with the Company dated March 22, 1996 (the "Agreement");
B. The parties wish to amend the purchase price of the option as
set out in the Agreement subject to the approval of the
Vancouver Stock Exchange (the "Amended Agreement").
NOW THEREFORE THIS AMENDED AGREEMENT WITNESSETH that in consideration of other
good and valuable consideration and the sum of One ($1.00) Dollar now paid by
the Purchaser to the Company (the receipt and sufficiency whereof is hereby
acknowledged), it is hereby agreed by and between the parties as follows:
1. In this Amended Agreement, the following terms shall have the following
meanings:
(a) "Employee" means a bona fide employee of the Company, or a
subsidiary thereof or an employee of a company under contract
to provide services to the Company;
(b) "Exchange" means the Vancouver Stock Exchange;
(c) "Expiry" Date" means March 22, 2001;
(d) "Insider" means a director or senior officer of the Company,
or a director or senior officer of a person that is itself an
insider or subsidiary of the Company, or a person whose
control or direct or indirect beneficial ownership, or a
combination of that control and ownership over securities of
the Company
<PAGE> 2
-2-
extends, not counting securities in respect of which he is
acting as an underwriter in the course of a distribution, to
securities carrying more than 10% of the voting rights
attached to all the Company's outstanding voting securities;
(e) "Notice of Exercise" means a notice in writing addressed to
the Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
(f) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph
2 hereof;
(g) "Optioned Shares" means the common shares of the Company,
subject to the Option; and
(h) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration of his services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set
forth, the Option to purchase a total of 40,000 Optioned Shares at the
price of $0.40 per Optioned Share, exercisable by the Purchaser in
whole or in part at any time before 5:00 o'clock p.m., Vancouver time,
on the Expiry Date.
3. The Option shall, at 5:00 o'clock p.m., Vancouver time, on the Expiry
Date, forthwith expire and terminate and be of no further force or
effect whatsoever.
4. In the event of the death of the Purchaser on or prior to the Expiry
Date, the Option, or such part thereof as remains unexercised, may be
exercised by the personal representative of the Purchaser at any time
prior to 5:00 o'clock p.m., Vancouver time, on the first anniversary of
the date of death of the Purchaser or prior to 5:00 o'clock p.m.,
Vancouver time, on the Expiry Date, whichever is the earlier.
5. The Purchaser represents and wan-ants that he is an Employee. In the
event the Purchaser ceases to be an Employee prior to the Expiry Date,
the Option shall at 5:00 o'clock p.m., Vancouver time, on the thirtieth
day after the date upon which the Purchaser ceases to be an Employee,
terminate and be of no further force or effect whatsoever.
6. Subject to the provisions hereof, the Option shall be exercisable in
whole or in part (at any time and from time to time as aforesaid) by
the Purchaser or his personal representative giving a Notice of
Exercise together with payment (by cash or by certified cheque, made
payable to the Company) in full of the purchase price for the number of
Optioned Shares specified in the Notice of Exercise.
7. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to
deliver to the Purchaser or his personal
<PAGE> 3
-3-
representative within ten (10) days following receipt by the Company of
the Notice of Exercise a certificate in the name of the Purchaser or
his personal representative representing, in aggregate, the number of
Optioned Shares specified in the Notice of Exercise and in respect of
which the Company has received payment.
8. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the
Purchaser shall have exercised his Option in the manner hereinbefore
provided.
9. In the event of any subdivision, redivision or change of the Shares of
the Company at any time prior to the Expiry Date into a greater number
of Shares, the Company shall deliver at the time of any exercise
thereafter of the Option such additional number of Shares as would have
resulted from such subdivision, redivision or change if such exercise
of the Option had been made prior to the date of such subdivision,
redivision or change.
10. In the event of any consolidation or change of the Shares of the
Company at any time prior to the Expiry Date into a lesser number of
Shares, the number of Shares deliverable by the Company on any exercise
thereafter of the Option shall be reduced to such number of Shares as
would have resulted from such consolidation or change if such exercise
of the Option had been made prior to the date of such consolidation or
change.
11. The Purchaser shall have no rights whatsoever as a shareholder in
respect of any of the Optioned Shares (including any right to receive
dividends or other distribution therefrom or thereon) except in respect
of which the Option has been properly exercised in accordance with
paragraph 6 hereof.
12. Time shall be of the essence of this Amended Agreement.
13. This Amended Agreement shall enure to the benefit of and be binding
upon the Company, its successors and assigns, and the Purchaser and his
personal representative to the extent provided in paragraph 4 hereof.
14. Subject to paragraph 4, this Amended Agreement shall not be
transferable or assignable by the Purchaser or his personal
representative and the Option may be exercised only by the Purchaser or
his personal representative.
15. The granting of the Option and the terms and conditions hereof shall be
subject to the approval of the Exchange and, if the Purchaser is an
Insider, is further subject to the approval of the shareholders of the
Company prior to the exercise of the Option.
16. If at any time during the continuance of this Amended Agreement, the
parties hereto shall deem it necessary or expedient to make any
alteration or addition to this Amended Agreement, they may do so by
means of a written agreement between them which shall be supplemental
hereto and form part hereof and which shall be subject to the approval
of the Exchange and, if the option as originally constituted was
accepted for filing by the shareholders, that shareholder approval
shall be obtained, and if the Purchaser is an
<PAGE> 4
-4-
Insider, shall be subject to the approval of the shareholders of the
Company.
17. Wherever the plural or masculine are used throughout this Amended
Agreement, the same shall be construed as meaning singular or feminine
or neuter or the body politic or corporate where the context of the
parties thereto require.
18. This Amended Agreement may be executed in several parts in the same
form and such parts as so executed shall together constitute one
original agreement and such parts, if more than one, shall be read
together and construed as if all the signing parties hereto had
executed one copy of this Amended Agreement.
IN WITNESS WHEREOF the Company has hereunto caused its corporate seal to be
affixed in the presence of its duly authorized officers in that behalf and the
Purchaser has hereunto set his hand and seal as of the day and year first above
written.
THE COMMON SEAL OF UNICOMM SIGNAL INC. )
was hereunto affixed in the presence of: )
)
- -------------------------------------- )
Authorized Signatory )
) C/S
- -------------------------------------- )
Authorized Signatory )
SIGNED, SEALED AND DELIVERED by JASWIR )
BHAMBRA in the presence of: )
)
- -------------------------------------- )
Signature )
- -------------------------------------- ) -----------------------------
Print Name ) JASWIR BHAMBRA
- -------------------------------------- )
Address )
- -------------------------------------- )
)
- -------------------------------------- )
Occupation )
<PAGE> 1
EXHIBIT 4.18
AMENDED EMPLOYEE STOCK OPTION AGREEMENT
THIS AMENDED AGREEMENT made the 26th day of March, 1997.
BETWEEN:
UNICOMM SIGNAL INC., a company duly incorporated under the
laws of British Columbia, having its head office at Richmond
Corporate Centre, #150 - 13151 Vanier Place, Richmond, British
Columbia, V6V 2J1;
(hereinafter called the "Company")
AND:
CYPRIAN LIBERA, of #605 - 2288 Pine Street, Vancouver, BC V6J
5G4
(hereinafter called the "Purchaser")
WHEREAS:
A. The Purchaser entered into an employee stock option agreement
with the Company dated March 22, 1996 (the "Agreement");
B. The parties wish to amend the purchase price of the option as
set out in the Agreement subject to the approval of the
Vancouver Stock Exchange (the "Amended Agreement").
NOW THEREFORE THIS AMENDED AGREEMENT WITNESSETH that in consideration of other
good and valuable consideration and the sum of One ($1.00) Dollar now paid by
the Purchaser to the Company (the receipt and sufficiency whereof is hereby
acknowledged), it is hereby agreed by and between the parties as follows:
1. In this Amended Agreement, the following terms shall have the following
meanings:
(a) "Employee" means a bona fide employee of the Company, or a
subsidiary thereof or an employee of a company under contract
to provide services to the Company;
(b) "Exchange" means the Vancouver Stock Exchange;
(c) "Expiry" Date" means March 22, 2001;
(d) "Insider" means a director or senior officer of the Company,
or a director or senior officer of a person that is itself an
insider or subsidiary of the Company, or a person whose
control or direct or indirect beneficial ownership, or a
<PAGE> 2
-2-
combination of that control and ownership over securities of
the Company extends, not counting securities in respect of
which he is acting as an underwriter in the course of a
distribution, to securities carrying more than 10% of the
voting rights attached to all the Company's outstanding voting
securities;
(e) "Notice of Exercise" means a notice in writing addressed to
the Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
(f) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph
2 hereof;
(g) "Optioned Shares" means the common shares of the Company,
subject to the Option; and
(h) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration of his services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set
forth, the Option to purchase a total of 20,000 Optioned Shares at the
price of $0.40 per Optioned Share, exercisable by the Purchaser in
whole or in part at any time before 5:00 o'clock p.m., Vancouver time,
on the Expiry Date.
3. The Option shall, at 5:00 o'clock p.m., Vancouver time, on the Expiry
Date, forthwith expire and terminate and be of no further force or
effect whatsoever.
4. In the event of the death of the Purchaser on or prior to the Expiry
Date, the Option, or such part thereof as remains unexercised, may be
exercised by the personal representative of the Purchaser at any time
prior to 5:00 o'clock p.m., Vancouver time, on the first anniversary of
the date of death of the Purchaser or prior to 5:00 o'clock p.m.,
Vancouver time, on the Expiry Date, whichever is the earlier.
5. The Purchaser represents and wan-ants that he is an Employee. In the
event the Purchaser ceases to be an Employee prior to the Expiry Date,
the Option shall at 5:00 o'clock p.m., Vancouver time, on the thirtieth
day after the date upon which the Purchaser ceases to be an Employee,
terminate and be of no further force or effect whatsoever.
6. Subject to the provisions hereof, the Option shall be exercisable in
whole or in part (at any time and from time to time as aforesaid) by
the Purchaser or his personal representative giving a Notice of
Exercise together with payment (by cash or by certified cheque, made
payable to the Company) in full of the purchase price for the number of
Optioned Shares specified in the Notice of Exercise.
7. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the
<PAGE> 3
-3-
registrar and transfer agent of the Company to deliver to the Purchaser
or his personal representative within ten (10) days following receipt
by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his personal representative representing, in
aggregate, the number of Optioned Shares specified in the Notice of
Exercise and in respect of which the Company has received payment.
8. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the
Purchaser shall have exercised his Option in the manner hereinbefore
provided.
9. In the event of any subdivision, redivision or change of the Shares of
the Company at any time prior to the Expiry Date into a greater number
of Shares, the Company shall deliver at the time of any exercise
thereafter of the Option such additional number of Shares as would have
resulted from such subdivision, redivision or change if such exercise
of the Option had been made prior to the date of such subdivision,
redivision or change.
10. In the event of any consolidation or change of the Shares of the
Company at any time prior to the Expiry Date into a lesser number of
Shares, the number of Shares deliverable by the Company on any exercise
thereafter of the Option shall be reduced to such number of Shares as
would have resulted from such consolidation or change if such exercise
of the Option had been made prior to the date of such consolidation or
change.
11. The Purchaser shall have no rights whatsoever as a shareholder in
respect of any of the Optioned Shares (including any right to receive
dividends or other distribution therefrom or thereon) except in respect
of which the Option has been properly exercised in accordance with
paragraph 6 hereof.
12. Time shall be of the essence of this Amended Agreement.
13. This Amended Agreement shall enure to the benefit of and be binding
upon the Company, its successors and assigns, and the Purchaser and his
personal representative to the extent provided in paragraph 4 hereof.
14. Subject to paragraph 4, this Amended Agreement shall not be
transferable or assignable by the Purchaser or his personal
representative and the Option may be exercised only by the Purchaser or
his personal representative.
15. The granting of the Option and the terms and conditions hereof shall be
subject to the approval of the Exchange and, if the Purchaser is an
Insider, is further subject to the approval of the shareholders of the
Company prior to the exercise of the Option.
16. If at any time during the continuance of this Amended Agreement, the
parties hereto shall deem it necessary or expedient to make any
alteration or addition to this Amended Agreement, they may do so by
means of a written agreement between them which shall be supplemental
hereto and form part hereof and which shall be subject to the approval
of the Exchange and, if the option as originally constituted was
accepted for filing by the
<PAGE> 4
-4-
shareholders, that shareholder approval shall be obtained, and if the
Purchaser is an Insider, shall be subject to the approval of the
shareholders of the Company.
17. Wherever the plural or masculine are used throughout this Amended
Agreement, the same shall be construed as meaning singular or feminine
or neuter or the body politic or corporate where the context of the
parties thereto require.
18. This Amended Agreement may be executed in several parts in the same
form and such parts as so executed shall together constitute one
original agreement and such parts, if more than one, shall be read
together and construed as if all the signing parties hereto had
executed one copy of this Amended Agreement.
IN WITNESS WHEREOF the Company has hereunto caused its corporate seal to be
affixed in the presence of its duly authorized officers in that behalf and the
Purchaser has hereunto set his hand and seal as of the day and year first above
written.
THE COMMON SEAL OF UNICOMM SIGNAL INC. )
was hereunto affixed in the presence of: )
)
- -------------------------------------- )
Authorized Signatory )
) C/S
- -------------------------------------- )
Authorized Signatory )
SIGNED, SEALED AND DELIVERED by CYPRIAN )
LIBERA in the presence of: )
)
- -------------------------------------- )
Signature )
- -------------------------------------- ) -----------------------------
Print Name ) CYPRIAN LIBERA
- -------------------------------------- )
Address )
- -------------------------------------- )
)
- -------------------------------------- )
Occupation )
<PAGE> 1
EXHIBIT 4.19
AMENDED EMPLOYEE STOCK OPTION AGREEMENT
THIS AMENDED AGREEMENT made the 2nd day of July, 1997.
BETWEEN:
UNICOMM SIGNAL INC., a company duly incorporated under the
laws of British Columbia, having its head office at Richmond
Corporate Centre, #150 - 13151 Vanier Place, Richmond, British
Columbia, V6V 2J1;
(hereinafter called the "Company")
AND:
BLAINE HALINA, of 838 Eildon Street, Port Moody, BC V3H IB3
(hereinafter called the "Purchaser")
WHEREAS:
A. The Purchaser entered into an employee stock option agreement
with the Company dated November 1, 1996 (the "Agreement");
B. The parties wish to amend the purchase price of the option as
set out in the Agreement subject to the approval of the
Vancouver Stock Exchange (the "Amended Agreement").
NOW THEREFORE THIS AMENDED AGREEMENT WITNESSETH that in consideration of other
good and valuable consideration and the sum of One ($1.00) Dollar now paid by
the Purchaser to the Company (the receipt and sufficiency whereof is hereby
acknowledged), it is hereby agreed by and between the parties as follows:
1. In this Amended Agreement, the following terms shall have the following
meanings:
(a) "Employee" means a bona fide employee of the Company, or a
subsidiary thereof or an employee of a company under contract
to provide services to the Company;
(b) "Exchange" means the Vancouver Stock Exchange;
(c) "Expiry" Date" means November 1, 2001;
(d) "Insider" means a director or senior officer of the Company,
or a director or senior officer of a person that is itself an
insider or subsidiary of the Company, or a person whose
control or direct or indirect beneficial ownership, or a
<PAGE> 2
-2-
combination of that control and ownership over securities of
the Company extends, not counting securities in respect of
which he is acting as an underwriter in the course of a
distribution, to securities carrying more than 10% of the
voting rights attached to all the Company's outstanding voting
securities;
(e) "Notice of Exercise" means a notice in writing addressed to
the Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
(f) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph
2 hereof;
(g) "Optioned Shares" means the common shares of the Company,
subject to the Option; and
(h) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration of his services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set
forth, the Option to purchase a total of 20,000 Optioned Shares at the
price of $0.37 per Optioned Share, exercisable by the Purchaser in
whole or in part at any time before 5:00 o'clock p.m., Vancouver time,
on the Expiry Date.
3. The Option shall, at 5:00 o'clock p.m., Vancouver time, on the Expiry
Date, forthwith expire and terminate and be of no further force or
effect whatsoever.
4. In the event of the death of the Purchaser on or prior to the Expiry
Date, the Option, or such part thereof as remains unexercised, may be
exercised by the personal representative of the Purchaser at any time
prior to 5:00 o'clock p.m., Vancouver time, on the first anniversary of
the date of death of the Purchaser or prior to 5:00 o'clock p.m.,
Vancouver time, on the Expiry Date, whichever is the earlier.
5. The Purchaser represents and wan-ants that he is an Employee. In the
event the Purchaser ceases to be an Employee prior to the Expiry Date,
the Option shall at 5:00 o'clock p.m., Vancouver time, on the thirtieth
day after the date upon which the Purchaser ceases to be an Employee,
terminate and be of no further force or effect whatsoever.
6. Subject to the provisions hereof, the Option shall be exercisable in
whole or in part (at any time and from time to time as aforesaid) by
the Purchaser or his personal representative giving a Notice of
Exercise together with payment (by cash or by certified cheque, made
payable to the Company) in full of the purchase price for the number of
Optioned Shares specified in the Notice of Exercise.
7. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the
<PAGE> 3
-3-
registrar and transfer agent of the Company to deliver to the Purchaser
or his personal representative within ten (10) days following receipt
by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his personal representative representing, in
aggregate, the number of Optioned Shares specified in the Notice of
Exercise and in respect of which the Company has received payment.
8. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the
Purchaser shall have exercised his Option in the manner hereinbefore
provided.
9. In the event of any subdivision, redivision or change of the Shares of
the Company at any time prior to the Expiry Date into a greater number
of Shares, the Company shall deliver at the time of any exercise
thereafter of the Option such additional number of Shares as would have
resulted from such subdivision, redivision or change if such exercise
of the Option had been made prior to the date of such subdivision,
redivision or change.
10. In the event of any consolidation or change of the Shares of the
Company at any time prior to the Expiry Date into a lesser number of
Shares, the number of Shares deliverable by the Company on any exercise
thereafter of the Option shall be reduced to such number of Shares as
would have resulted from such consolidation or change if such exercise
of the Option had been made prior to the date of such consolidation or
change.
11. The Purchaser shall have no rights whatsoever as a shareholder in
respect of any of the Optioned Shares (including any right to receive
dividends or other distribution therefrom or thereon) except in respect
of which the Option has been properly exercised in accordance with
paragraph 6 hereof.
12. Time shall be of the essence of this Amended Agreement.
13. This Amended Agreement shall enure to the benefit of and be binding
upon the Company, its successors and assigns, and the Purchaser and his
personal representative to the extent provided in paragraph 4 hereof.
14. Subject to paragraph 4, this Amended Agreement shall not be
transferable or assignable by the Purchaser or his personal
representative and the Option may be exercised only by the Purchaser or
his personal representative.
15. The granting of the Option and the terms and conditions hereof shall be
subject to the approval of the Exchange and, if the Purchaser is an
Insider, is further subject to the approval of the shareholders of the
Company prior to the exercise of the Option.
16. If at any time during the continuance of this Amended Agreement, the
parties hereto shall deem it necessary or expedient to make any
alteration or addition to this Amended Agreement, they may do so by
means of a written agreement between them which shall be supplemental
hereto and form part hereof and which shall be subject to the approval
of the Exchange and, if the option as originally constituted was
accepted for filing by the
<PAGE> 4
-4-
shareholders, that shareholder approval shall be obtained, and if the
Purchaser is an Insider, shall be subject to the approval of the
shareholders of the Company.
17. Wherever the plural or masculine are used throughout this Amended
Agreement, the same shall be construed as meaning singular or feminine
or neuter or the body politic or corporate where the context of the
parties thereto require.
18. This Amended Agreement may be executed in several parts in the same
form and such parts as so executed shall together constitute one
original agreement and such parts, if more than one, shall be read
together and construed as if all the signing parties hereto had
executed one copy of this Amended Agreement.
IN WITNESS WHEREOF the Company has hereunto caused its corporate seal to be
affixed in the presence of its duly authorized officers in that behalf and the
Purchaser has hereunto set his hand and seal as of the day and year first above
written.
THE COMMON SEAL OF UNICOMM SIGNAL INC. )
was hereunto affixed in the presence of: )
)
- -------------------------------------- )
Authorized Signatory )
) C/S
- -------------------------------------- )
Authorized Signatory )
SIGNED, SEALED AND DELIVERED by BLAINE )
HALINA in the presence of: )
)
- -------------------------------------- )
Signature )
- -------------------------------------- ) -----------------------------
Print Name ) BLAINE HALINA
- -------------------------------------- )
Address )
- -------------------------------------- )
)
- -------------------------------------- )
Occupation )
<PAGE> 1
EXHIBIT 4.20
EMPLOYEE STOCK OPTION AGREEMENT
THIS AGREEMENT made the 2nd day of July, 1997.
BETWEEN:
UNICOMM SIGNAL INC., a company duly incorporated under the
laws of British Columbia, having its head office at Richmond
Corporate Centre, #150-13151 Vanier Place, Richmond, British
Columbia, V6V 2J1;
(hereinafter called the "Company")
AND:
GARY SCHLACHTER of 9837 Beryl NW, Canal Fulton, OH 44614
(hereinafter called the "Purchaser")
WHEREAS:
A. The Purchaser is an Employee as defined herein;
B. The Company wishes the Purchaser to continue as an Employee
and to continue to receive the benefit of his services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and
valuable consideration and the sum of One ($1.00) Dollar now paid by the
Purchaser to the Company (the receipt and sufficiency whereof is hereby
acknowledged), it is hereby agreed by and between the parties as follows:
1. In this Agreement, the following terms shall have the following meanings:
(a) "Employee" means a bona fide employee of the Company or a
subsidiary thereof or an employee of a company under contract
to provide management services to the Company providing
services to the Company;
(b) "Exchange" means the Vancouver Stock Exchange;
(c) "Expiry Date" means July 2, 2002;
(d) "Insider" means a director or senior officer of the Company,
or a director or senior officer of a person that is itself an
insider or subsidiary of the Company, or a person whose
control or direct or indirect beneficial ownership, or a
combination of that control and ownership over securities of
the Company extends, not counting securities in respect of
which he is acting as an underwriter
<PAGE> 2
-2-
in the course of a distribution, to securities carrying more
than 1 0% of the voting rights attached to all the Company's
outstanding voting securities;
(e) "Notice of Exercise" means a notice in writing addressed to
the Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
(f) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph
2 hereof;
(g) "Optioned Shares" means the common shares of the Company,
subject to the Option; and
(h) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration of his services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set forth, the
Option to purchase a total of 200,000 Optioned Shares at the price of $0.37 per
Optioned Share, exercisable by the Purchaser in whole or in part at any time
before 5:00 o'clock p.m., Vancouver time, on the Expiry Date.
3. The Option shall, at 5:00 o'clock p.m., Vancouver time, on the Expiry Date,
forthwith expire and terminate and be of no further force or effect whatsoever.
4. In the event of the death of the Purchaser on or prior to the Expiry Date,
the Option, or such part thereof as remains unexercised, may be exercised by the
personal representative of the Purchaser at any time prior to 5:00 o'clock p.m.,
Vancouver time, on the first anniversary of the date of death of the Purchaser
or prior to 5:00 o'clock p.m., Vancouver time, on the Expiry Date, whichever is
the earlier.
5. The Purchaser represents and warrants that he is an Employee. In the event
the Purchaser ceases to be an Employee prior to the Expiry Date, the Option
shall, at 5:00 o'clock p.m., Vancouver time, on the thirtieth day after the date
upon which the Purchaser ceases to be an Employee, terminate and be of no
further force or effect whatsoever.
6. Subject to the provisions hereof, the Option shall be exercisable in whole or
in part (at any time and from time to time as aforesaid) by the Purchaser or his
personal representative giving a Notice of Exercise together with payment (by
cash or by certified cheque, made payable to the Company) in full of the
purchase price for the number of Optioned Shares specified in the Notice of
Exercise.
7. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to deliver to
the Purchaser or his personal representative within ten (10) days following
receipt by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his personal representative representing, in aggregate,
<PAGE> 3
-3-
the number of Optioned Shares specified in the Notice of Exercise and in respect
of which the Company has received payment.
8. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the Purchaser
shall have exercised his Option in the manner hereinbefore provided.
9. In the event of any subdivision, redivision or change of the Shares of the
Company at any time prior to the Expiry Date into a greater number of Shares,
the Company shall deliver at the time of any exercise thereafter of the Option
such additional number of Shares as would have resulted from such subdivision,
redivision or change if such exercise of the Option had been made prior to the
date of such subdivision, redivision or change.
10. In the event of any consolidation or change of the Shares of the Company at
any time prior to the Expiry Date into a lesser number of Shares, the number of
Shares deliverable by the Company on any exercise thereafter of the Option shall
be reduced to such number of Shares as would have resulted from such
consolidation or change if such exercise of the Option had been made prior to
the date of such consolidation or change.
11. The Purchaser shall have no rights whatsoever as a shareholder in respect of
any of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Option has
been properly exercised in accordance with paragraph 6 hereof.
12. Time shall be of the essence of this Agreement.
13. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his personal
representative to the extent provided in paragraph 4 hereof.
14. Subject to paragraph 4, this Agreement shall not be transferable or
assignable by the Purchaser or his personal representative and the Option may be
exercised only by the Purchaser or his personal representative.
15. The granting of the Option and the terms and conditions hereof shall be
subject to the approval of the Exchange and, if the Purchaser is an Insider, is
further subject to the approval of the shareholders of the Company prior to the
exercise of the Option.
16. If at any time during the continuance of this Agreement, the parties hereto
shall deem it necessary or expedient to make any alteration or addition to this
Agreement, they may do so by means of a written agreement between them which
shall be supplemental hereto and form part hereof and which shall be subject to
the approval of the Exchange and, if the option as originally constituted was
accepted for filing by the shareholders, that shareholder approval shall be
obtained, and if the Purchaser is an Insider, shall be subject to the approval
of the shareholders of the Company.
<PAGE> 4
-4-
17. Wherever the plural or masculine are used throughout this Agreement, the
same shall be construed as meaning singular or feminine or neuter or the body
politic or corporate where the context of the parties thereto require.
18. This Agreement may be executed in several parts in the same form and such
parts as so executed shall together constitute one original agreement, and such
parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of this Agreement.
IN WITNESS WHEREOF the Company has hereunto caused its corporate seal to be
affixed in the presence of its duly authorized officers in that behalf and the
Purchaser has hereunto set his hand and seal as of the day and year first above
written.
THE COMMON SEAL OF UNICOMM SIGNAL INC. )
was hereunto affixed in the presence of: )
)
- -------------------------------------- )
Authorized Signatory )
) C/S
- -------------------------------------- )
Authorized Signatory )
SIGNED, SEALED AND DELIVERED by GARY )
SCHLACHTER in the presence of: )
)
- -------------------------------------- )
Signature )
- -------------------------------------- ) -----------------------------
Print Name ) GARY SCHLACHTER
- -------------------------------------- )
Address )
- -------------------------------------- )
)
- -------------------------------------- )
Occupation
<PAGE> 1
EXHIBIT 4.21
DIRECTOR STOCK OPTION AGREEMENT
THIS AGREEMENT made the 9th day of January, 1998.
BETWEEN:
SMARTIRE SYSTEMS INC., a company duly incorporated under the
laws of British Columbia, having its head office at #150 -
13151 Vanier Place, V6V 2J1
(hereinafter called the "Company")
AND:
ROBERT V. RUDMAN, #40 - 5740 Garrison Road, Richmond, BC V7C
5E7
(hereinafter called the "Purchaser")
WHEREAS:
A. The Purchaser is a member of the Board of Directors of the
Company;
B. The Company wishes the Purchaser to continue as a director and
to continue to receive the benefit of his services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises
and mutual covenants and agreements herein contained, the parties hereto agree
as follows:
1. In this Agreement, the following terms shall have the following meanings:
(a) "Exchange" means the Vancouver Stock Exchange;
(b) "Expiry Date" means January 9, 2003;
(c) "Insider" means a director or senior officer of the Company,
or a director or senior officer of a person that is itself an
insider or subsidiary of the Company, or a person whose
control or direct or indirect beneficial ownership, or a
combination of that control and ownership over securities of
the Company extends, not counting securities in respect of
which he is acting as an underwriter in the course of a
distribution, to securities carrying more than 10% of the
voting rights attached to all the Company's outstanding voting
securities;
(d) "Notice of Exercise" means a notice in writing addressed to
the Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
<PAGE> 2
-2-
(e) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph
2 hereof;
(f) "Optioned Shares" means the common shares of the Company,
subject to the Option; and
(g) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration, of his services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set forth, the
Option to purchase a total of 20,000 (TWENTY THOUSAND) Optioned Shares at the
price of $2.61 per Optioned Share, exercisable by the Purchaser in whole or in
part at any time before 5:00 o'clock p.m., Vancouver time, on the Expiry Date.
3. The Option shall, at 5:00 o'clock p.m., Vancouver time, on the Expiry Date,
forthwith expire and terminate and be of no further force or effect whatsoever.
4. In the event of the death of the Purchaser on or prior to the Expiry Date,
the Option, or such part thereof as remains unexercised, may be exercised by the
personal representative of the Purchaser at any time prior to 5:00 o'clock p.m.,
Vancouver time, on the first anniversary of the date of death of the Purchaser
or prior to 5:00 o'clock p.m., Vancouver time, on the Expiry Date, whichever is
the earlier.
5. The Purchaser represents and warrants that he is a Director of the Board of
Directors of the Company. In the event the Purchaser ceases to be a Director
prior to the Expiry Date, the Option shall, at 5:00 o'clock p.m., Vancouver
time, on the thirtieth day after the date upon which the Purchaser ceases to be
a Director or employee, terminate and be of no further force or effect
whatsoever.
6. Subject to the provisions hereof, the Option shall be exercisable in whole or
in part (at any time and from time to time as aforesaid) by the Purchaser or his
personal representative giving a Notice of Exercise together with payment (by
cash or by certified cheque, made payable to the Company) in full of the
purchase price for the number of Optioned Shares specified in the Notice of
Exercise.
7. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to deliver to
the Purchaser or his personal representative within ten (10) days following
receipt by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his personal representative representing, in aggregate, the
number of Optioned Shares specified in the Notice of Exercise and in respect of
which the Company has received payment.
8. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the Purchaser
shall have exercised his Option in the manner hereinbefore provided.
<PAGE> 3
-3-
9. In the event of any subdivision, redivision or change of the Shares of the
Company at any time prior to the Expiry Date into a greater number of Shares,
the Company shall deliver at the time of any exercise thereafter of the Option
such additional number of Shares as would have resulted from such subdivision,
redivision or change if such exercise of the Option had been made prior to the
date of such subdivision, redivision or change.
10. In the event of any consolidation or change of the Shares of the Company at
any time prior to the Expiry Date into a lesser number of Shares, the number of
Shares deliverable by the Company on any exercise thereafter of the Option shall
be reduced to such number of Shares as would have resulted from such
consolidation or change if such exercise of the Option had been made prior to
the date of such consolidation or change.
11. The Purchaser shall have no rights whatsoever as a shareholder in respect of
any of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Option has
been properly exercised in accordance with paragraphs 1 (d) and 7 hereof.
12. Time shall be of the essence of this Agreement.
13. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his personal
representative to the extent provided in paragraph 4 hereof.
14. Subject to paragraph 4, this Agreement shall not be transferable or
assignable by the Purchaser or his personal representative and the Option may be
exercised only by the Purchaser or his personal representative.
15. The granting of the Option and the terms and conditions hereof shall be
subject to the approval of the Exchange and, if the Purchaser is an Insider, is
further subject to the approval of the shareholders of the Company prior to the
exercise of the Option.
16. If at any time during the continuance of this Agreement, the parties hereto
shall deem it necessary or expedient to make any alteration or addition to this
Agreement, they may do so by means of a written agreement between them which
shall be supplemental hereto and form part hereof and which shall be subject to
the approval of the Exchange and, if the Purchaser is an Insider, shall be
subject to the approval of the shareholders of the Company.
17. Wherever the plural or masculine are used throughout this Agreement, the
same shall be construed as meaning singular or feminine or neuter or the body
politic or corporate where the context of the parties thereto require.
18. This Agreement may be executed in several parts in the same form and such
parts as so executed shall together constitute one original agreement, and such
parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of this Agreement.
<PAGE> 4
-4-
IN WITNESS WHEREOF the Company has hereunto caused its corporate seal to be
affixed in the presence of its duly authorized officers in that behalf and the
Purchaser has hereunto set his hand and seal as of the day and year first above
written.
THE COMMON SEAL OF SMARTIRE SYSTEMS INC. )
was hereunto affixed in the presence of: )
)
- -------------------------------------- )
Authorized Signatory )
) C/S
- -------------------------------------- )
Authorized Signatory )
SIGNED, SEALED AND DELIVERED by ROBERT )
RUDMAN in the presence of: )
)
- -------------------------------------- )
Signature )
- -------------------------------------- ) -----------------------------
Print Name ) ROBERT RUDMAN
- -------------------------------------- )
Address )
- -------------------------------------- )
)
- -------------------------------------- )
Occupation
<PAGE> 1
EXHIBIT 4.22
MANAGEMENT AGREEMENT
THIS AGREEMENT effective as of the 1st day of June, 1999 (the "Effective Date").
BETWEEN:
SMARTIRE USA INC., a company duly incorporated pursuant to the
laws of Delaware, U.S.A. having an office at 155 Wilbur Dr.
N.E., North Canton, Ohio, USA, 44720
(hereinafter referred to as the "Company")
OF THE FIRST PART
AND:
MARK DESMARAIS, businessman, of 1825 Stonebridge Way Court,
Canton, MI, USA, 48188
(hereinafter referred to as the "Manager")
OF THE SECOND PART
AND:
SMARTIRE SYSTEMS INC., a company duly incorporated pursuant to
the laws of the Province of British Columbia, having an office
at 150 - 13151 Vanier Place, Richmond, British Columbia, V6V
2J1
(hereinafter referred to as "SmarTire")
OF THE THIRD PART
RECITALS
WHEREAS SmarTire has requested the assistance of the Manager in providing
certain management services to the Company and SmarTire, as hereinafter
described;
WHEREAS the Manager has agreed to provide such assistance and services to the
Company and SmarTire in accordance with the terms and conditions herein set
forth;
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
covenants set forth below, the parties hereto agree as follows:
<PAGE> 2
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1. DUTIES AND DEVOTION OF TIME
1.1 Duties. During the term of this Agreement the Manager shall be responsible
for the duties contained in Schedule "A" attached hereto and incorporated herein
by this reference (the "Duties").
1.2 Devotion of Time. The parties hereto acknowledge and agree that the work of
the Manager is and shall be of such a nature that regular hours may not be
sufficient and occasions may arise whereby the Manager shall be required to work
more than eight (8) hours per day and/or five (5) days per week. The Manager
agrees that the consideration set forth herein shall be in full and complete
satisfaction for such work and services, regardless of when and where such work
and services are performed. The Manager further releases SmarTire and the
Company from any claims for overtime pay or other such compensation which may
accrue to the Manager. Notwithstanding the foregoing, SmarTire and the Company
agree that so long as the Manager properly discharges his duties hereunder, the
Manager may devote the remainder of his time and attention to other
non-competing business and personal pursuits.
1.3 Business Opportunities the Property of the Company. The Manager agrees to
communicate immediately to SmarTire all business opportunities, inventions and
improvements in the nature of the business of SmarTire or the Company which,
during the term of this Agreement, the Manager may conceive, make or discover,
become aware of, directly or indirectly, or have presented to him in any manner
which relates in any way to SmarTire or the Company, either as they are now or
as they may develop, and such business opportunities, inventions or improvements
shall become the exclusive property of SmarTire without any obligation on the
part of the Company or SmarTire to make any payments therefor in addition to the
salary and benefits herein described to the Manager.
1.4 No Personal Use. The Manager shall not use any of the work the Manager shall
perform for the Company or SmarTire for any personal purposes without first
obtaining the prior written consent of SmarTire.
2. SALARY, BONUSES AND BENEFITS
2.1 Salary. In consideration of the Manager providing the services referred to
herein, SmarTire agrees to pay the Manager an annual base salary (the "Annual
Base Salary") of one hundred sixty thousand U.S. dollars ($160,000) less
applicable deductions, payable bi-weekly, plus incentive compensation as set out
below, subject to increase as from time to time approved by the Board of
Directors of SmarTire.
2.2 Benefits. SmarTire shall provide, maintain and pay for:
1. (a) medical, dental and vision insurance for the Manager and his
immediate family as is provided by SmarTire's medical services
plan or an equivalent plan;
<PAGE> 3
-3-
1. (b) such extended health and other benefits for the Manager and
his immediate family as are provided to senior management
employees of SmarTire, subject to the eligibility of the
Manager; and
1. (c) a car allowance of US$800 per month.
2.3 Incentive Compensation and Stock Options. Within ninety (90) days of the
Effective Date, the SmarTire Board of Directors will approve and implement an
incentive compensation plan for the senior management of SmarTire and its
subsidiaries, including therein a policy regarding the granting of stock
options. The Manger will participate as a member of the Compensation Committee
of the Board of Directors in recommending that plan to the Board of Directors
and will participate in that plan when approved and implemented by the SmarTire
Board of Directors.
2.4 Payment in Cash or Shares. All payments payable by the Company or SmarTire
to the Manager, including the Annual Base Salary, incentive compensation and
reimbursement of expenses under Section 4.1 hereof, shall be payable in cash or,
at the election of the Manager, and subject to the approval of the regulatory
authorities, such will be paid in whole or in part in common shares in the
capital stock of SmarTire ("Remuneration Shares"), issued at the 10 day average
closing price (for the 10 days prior to the Manager's election) of SmarTire's
common shares on any stock exchange or quotation system upon which SmarTire's
common shares are listed for trading.
2.5 Registration of Performance Bonus Shares. To ensure that any shares issued
to the Manager under paragraph 2.4 of this Agreement are freely tradable,
SmarTire shall register with the SEC any such shares issued. Upon or as soon as
is practical after the issuance of such shares, SmarTire shall file a form S-8
or other appropriate form with the United States Securities and Exchange
Commission (the "SEC") to effect registration.
2.6 Incentive Stock Options. The Manager acknowledges that prior to execution of
this Agreement SmarTire executed an incentive stock option agreement for the
right for the Manager to purchase up to seventy-five thousand (75,000) common
shares in the capital of SmarTire, with options to acquire up to fifteen
thousand (15,000) common shares vesting on execution of the Stock Option
Agreement which grants the options and on each of the first, second, third and
fourth anniversaries of such Agreement, all subject to regulatory approval.
2.7 Signing Bonus. In consideration of the Manager entering into this Agreement,
Smartire agrees to pay the Manager a signing bonus of ten thousand (10,000)
common shares (the "Signing Bonus Shares") in the capital of SmarTire. The
Signing Bonus Shares shall be paid within ten (10) days of the execution of this
Agreement by all parties hereto. The Manager acknowledges that the Signing Bonus
Shares will be subject to a one year hold period; however, Smartire will add
registration of the Signing Bonus Shares to any other share registration that
Smartire may file with the SEC during the year. The Manager further acknowledges
that prior to the execution of this Agreement SmarTire paid to the Manager a
signing cash bonus of twenty five thousand U.S.
dollars ($25,000 U.S.).
<PAGE> 4
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3 VACATION
3.1 Entitlement to Vacation. The Company and SmarTire acknowledge that the
Manager shall be entitled to an annual vacation of four (4) weeks. The Manager
shall use his best efforts to ensure that such vacation is arranged with
SmarTire in advance such that his vacation does not unduly affect the operations
of SmarTire or the Company.
3.2 Increase in Vacation. The period set out in Section 3.1 above may be
increased from time to time as mutually agreed to by the Manager and the
SmarTire Board of Directors.
4. REIMBURSEMENT OF EXPENSES
4.1 Reimbursement of Expenses. The Manager shall be reimbursed for all
reasonable out-of-pocket expenses incurred by the Manager in or about the
execution of the Duties contained herein, including without limiting the
generality of the foregoing, all reasonable travel and promotional expenses
payable or incurred by the Manager in connection with the Duties under this
Agreement. All payments and reimbursements shall be made within three (3) days
of submission by the Manager of vouchers, bills or receipts for such expenses.
5. CONFIDENTIAL INFORMATION
5.1 Confidential Information. The Manager shall not, either during the term of
this Agreement or under the provisions of section 5.3, without specific consent
in writing, disclose or reveal in any manner whatsoever to any other person,
firm or corporation, nor will he use, directly or indirectly, for any purpose
other than the purposes of the Company and SmarTire, the private affairs of the
Company or SmarTire or any confidential information which he may acquire during
the term of this Agreement with relation to the business and affairs of the
directors and shareholders of the Company or SmarTire, unless the Manager is
ordered to do so by a court of competent jurisdiction or unless required by any
statutory authority.
5.2 Non-Disclosure Provisions. The foregoing provision shall be subject to the
further non-disclosure provisions contained in Schedule "C" attached hereto and
incorporated hereinafter by this reference.
5.3 Provisions Survive Termination. The provisions of this section shall survive
the termination of this Agreement for a period of three years.
6. TERM
6.1 Term. This Agreement shall remain in effect until terminated in accordance
with any of the provisions contained in this Agreement.
<PAGE> 5
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7. TERMINATION
7.1 Termination by Manager. Notwithstanding any other provision contained
herein, the parties hereto agree that the Manager may terminate this Agreement,
with or without cause, by giving ninety (90) days' written notice of such
intention to terminate.
7.2 Resignation or Cessation of Duties. In the event that the Manager ceases to
perform all of the Duties contained herein, other than by reason of the
Manager's death or disability, or if the Manager resigns unilaterally and on his
own initiative from all of his positions this Agreement shall be deemed to be
terminated by the Manager as of the date of such cessation of Duties or such
resignation, and the Company and SmarTire shall have no further obligations
under Section 2 hereof.
7.3 Termination by Company. SmarTire may terminate this agreement at any time
for just cause. The parties further agree that except for termination for just
cause, SmarTire may not terminate this Agreement without payment, at that time,
to the Manager of a termination allowance equivalent to six months in value of
the Annual Base Salary payable by SmarTire to the Manager, regardless of the
date of termination, and in addition, any stock options that have been granted
but that have not yet vested shall immediately vest, and may be exercised for a
period of 30 days only after vesting.
7.4 Death. In the event of the death of the Manager during the term of this
Agreement, this Agreement shall be terminated as of the date of such death, and
the Manager's spouse, if living, or surviving children shall be entitled to the
termination allowance stated in Section 7.3 hereof.
7.5 Disability. In the event that the Manager will during the term of this
Agreement by reason of illness or mental or physical disability or incapacity be
prevented from or incapable of performing the Duties hereunder, then the Manager
shall be entitled to receive the remuneration provided for herein at the rate
specified hereinbefore for the period during which such illness, disability or
incapacity will continue, but not exceeding six (6) successive months. If such
illness, disability or incapacity continues or will continue for a period longer
than six (6) successive months, then this Agreement may, at the option of the
Directors of SmarTire, forthwith be terminated, and the Manager shall be
entitled to the termination allowance stated in Section 7.3 hereof.
7.6 Termination Payments. Any payments made by SmarTire to the Manager upon the
termination of this Agreement shall be made in cash in a lump sum payment, or,
if SmarTire does not have available funds, in equal monthly cash instalments
over one year with interest at 8% per annum, or in Remuneration Shares, or in a
combination of cash and Remuneration Shares, subject to regulatory approval. All
payments required to be made by the Company to the Manager pursuant to Section 7
hereof shall be made in full, irrespective of the amount of the term remaining
under this Agreement.
<PAGE> 6
-6-
8. RIGHTS AND OBLIGATIONS UPON TERMINATION
8.1 Rights and Obligations. Upon termination of this Agreement, the Manager
shall deliver up to SmarTire all documents, papers, plans, materials and other
property of or relating to the affairs of the Company and SmarTire, other than
the Manager's personal papers in regard to his role in the Company or SmarTire,
which may then be in the Manager's possession or under his control.
9. CLOSING
9.1 Closing Date. This Agreement shall be effective as of June 1, 1999.
9.2 Conditions of Closing. The parties hereto agree that it shall be a condition
of the execution of this Agreement that prior to or contemporaneously with the
execution of this Agreement:
1. (a) this Agreement shall be approved by the Board of Directors of
SmarTire.
10 NOTICES AND REQUESTS
10.1 Notices and Requests. All notices and requests in connection with this
Agreement shall be deemed given as of the day they are received either by
messenger, delivery service, or mailed by registered or certified mail with
postage prepaid and return receipt requested and addressed as follows:
(a) if to the Company:
SmarTire USA Inc.
155 Wilbur Dr. N.E.
North Canton, Ohio, USA
44720
with a copy to: SmarTire (address below)
(b) If to the Manager:
Mark Desmarais
1825 Stonebridge Way Court
Canton, MI, USA 48188
<PAGE> 7
-7-
(c) If to SmarTire:
SmarTire Systems Inc.
150 - 13151 Vanier Place
Richmond, British Columbia
V6V 2J1
with a copy to:
CLARK, WILSON
Suite 800-885 West Georgia Street
Vancouver, British Columbia
V6C 3H1
Attention: Bernard Pinsky
or to such other address as the party to receive notice or request so designates
by written notice to the others.
11 INDEPENDENT PARTIES
11.1 Independent Parties. This Agreement is intended solely as a management
services agreement and no partnership, agency, joint venture, distributorship or
other form of agreement is intended.
12 AGREEMENT VOLUNTARY AND EQUITABLE
12.1 Agreement Voluntary. The parties acknowledge and declare that in executing
this Agreement they are each relying wholly on their own judgement and knowledge
and have not been influenced to any extent whatsoever by any representations or
statements made by or on behalf of any other party regarding any matters dealt
with herein or incidental thereto.
12.2 Agreement Equitable. The parties further acknowledge and declare that they
each have carefully considered and understand the provisions contained herein,
including, but without limiting the generality of the foregoing, the Manager's
rights upon termination and the restrictions on the Manager after termination
and agree that the said provisions are mutually fair and equitable, and that
they executed this Agreement voluntarily and of their own free will.
13 CONTRACT NON-ASSIGNABLE; INUREMENT
13.1 Contract Non-Assignable. This Agreement and all other rights, benefits and
privileges contained herein may not be assigned by the Manager.
<PAGE> 8
-8-
13.2 Inurement. The rights, benefits and privileges contained herein, including
without limitation the benefits of Sections 2 and 7 hereof, shall inure to the
benefit of and be binding upon the respective parties hereto, their heirs,
executors, administrators and successors.
14 ENTIRE AGREEMENT
14.1 Entire Agreement. This Agreement represents the entire Agreement between
the parties and supersedes any and all prior agreements and understandings,
whether written or oral, among the parties. The Manager acknowledges that he was
not induced to enter into this Agreement by any representation, warranty,
promise or other statement, except as contained herein.
14.2 Previous Agreements Cancelled. Save and except for the express provisions
of this Agreement and the Manager's continuation as a director of SmarTire and
the Company, any and all previous agreements, written or oral, between the
parties hereto or on their behalf relating to the services of the Manager for
the Company or for SmarTire are hereby terminated and cancelled and each of the
parties hereby releases and further discharges the others of and from all manner
of actions, causes of action, claims and demands whatsoever under or in respect
of any such agreements.
15 WAIVER
15.1 Waiver. No consent or waiver, express or implied, by any party to or of any
breach or default by another party in the performance by the other of its or his
obligations herein shall be deemed or construed to be a consent or waiver to or
of any breach or default of the same or any other obligation of such party.
Failure on the part of any party to complain of any act or failure to act, or to
declare another party in default irrespective of how long such failure
continues, shall not constitute a waiver by such party of its or his rights
herein or of the right to then or subsequently declare a default.
16 SEVERABILITY
16.1 Severability. If any provision contained herein is determined to be void or
unenforceable in whole or in part, it is to that extent deemed omitted. The
remaining provisions shall not be affected in any way.
17 AMENDMENT
17.1 Amendment. This Agreement shall not be amended or otherwise modified except
by a written notice of even date herewith or subsequent hereto signed by both
parties.
<PAGE> 9
-9-
18 HEADINGS
18.1 Headings. The headings of the sections and subsections herein are for
convenience only and shall not control or affect the meaning or construction of
any provisions of this Agreement.
19 GOVERNING LAW
19.1 Governing Law. This Agreement shall be construed under and governed by the
laws of the Province of British Columbia and the laws of Canada applicable
therein.
20 EXECUTION
20.1 Execution in Several Counterparts. This Agreement may be executed by
facsimile and in several counterparts, each of which shall be deemed to be an
original and all of which shall together constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
4th day of June, 1999.
SMARTIRE USA INC.
Per: /s/ [SIGNATURE]
---------------------------------
Authorized Signatory
SIGNED by MARK DESMARAIS in the presence of: )
/s/ [SIGNATURE] )
- -------------------------------------- )
Name W. A. Page )
- -------------------------------------- ) /s/ MARK DESMARAIS
Address 31 Eaton Place ) -----------------------------
- -------------------------------------- ) MARK DESMARAIS
London SW16 8BP )
- -------------------------------------- )
Occupation Businessman )
)
SMARTIRE SYSTEMS INC.
Per: _________________________________
Authorized Signatory
This is page 7 of Agreement dated above for reference the 1st day of June, 1999.
<PAGE> 10
SCHEDULE "A"
MANAGER'S DUTIES
1. To create value for SmarTire's shareholders by leading the
development and sales of tire pressure monitoring systems for SmarTire and the
Company.
2. The Manager shall be appointed as the President, Chief
Executive Officer and as a director on the Board of Directors of the Company,
and the Manager shall faithfully, honestly and diligently serve the Company and
each of the Company's subsidiaries (if any) in these capacities. The Manager
shall also be appointed as the President and Chief Operating Officer of SmarTire
and as a director on the Board of Directors of SmarTire and the Manager shall
faithfully, honestly and diligently serve SmarTire and each of SmarTire's
subsidiaries in these capacities.
3. The Manager shall be responsible for leading in the
strategic management and direction of the Company and each of the Company's
subsidiaries, if any, and for the supervision and delegation of such duties and
responsibilities as the Company deems appropriate to other officers and
employees of the Company and its subsidiaries, if any. The Manager shall report
to the Chairman and Chief Executive Officer of SmarTire and shall share with him
the responsibility for leading in the strategic management and direction of
SmarTire and each of SmarTire's subsidiaries and for the supervision and
delegation of such duties and responsibilities as SmarTire deems appropriate to
other officers and employees of SmarTire and its subsidiaries.
<PAGE> 11
SCHEDULE "B"
OBJECTIVES
Build the Company and SmarTire into leaders in the development and sales of tire
monitoring systems for vehicles of all types in North America and the rest of
the world, respectively. Achieve the financial projections as prepared by
management and approved by the Company's and SmarTire's directors.
<PAGE> 12
SCHEDULE "C"
NON-DISCLOSURE PROVISIONS
1. CONFIDENTIAL INFORMATION AND MATERIALS
(a) "Confidential Information" shall mean, for the purposes of
this Agreement, non-public information which the Company or
SmarTire designates as being confidential or which, under the
circumstances surrounding disclosure ought reasonably to be
treated as confidential. Confidential Information includes,
without limitation, information, whether written, oral or
communicated by any other means, relating to released or
unreleased SmarTire or Company software or hardware products,
the marketing or promotion of any product of SmarTire or the
Company, SmarTire's or the Company's business policies or
practices, and information received from others which SmarTire
or the Company is obliged to treat as confidential.
Confidential Information disclosed to the Manager by any
subsidiary and/or agents of SmarTire is covered by this
Agreement.
(b) Confidential Information shall not include that information
defined as Confidential Information hereinabove which the
Manager can exclusively establish:
(i) is or subsequently becomes publicly available without
breach of any obligation of confidentiality owed to
SmarTire or the Company;
(ii) became known to the Manager prior to disclosure by
SmarTire or the Company to the Manager;
(iii) became known to the Manager from a source other than
SmarTire or the Company other than by the breach of
any obligations of confidentiality owed to SmarTire
or the Company; or
(iv) is independently developed by the Manager.
(c) Confidential Materials shall include all tangible materials
containing Confidential Information, including, without
limitation, written or printed documents and computer disks or
tapes, whether machine or user readable.
2. RESTRICTIONS
(a) The Manager shall not disclose any Confidential Information to
third parties for a period of three (3) years following the
termination of this Agreement, except as provided herein.
However, the Manager may disclose Confidential Information
during bona fide execution of the Duties or in accordance with
<PAGE> 13
-2-
judicial or other governmental order, provided that the
Manager shall give reasonable notice to SmarTire and the
Company prior to such disclosure and shall comply with any
applicable protective order or equivalent.
(b) The Manager shall take reasonable security precautions, at
least as great as the precautions he takes to protect his own
confidential information, to keep confidential the
Confidential Information, as defined hereinabove.
(c) Confidential Information and Materials may be disclosed,
reproduced, summarized or distributed only in pursuance of the
business relationship of the Manager with SmarTire and the
Company, and only as provided hereunder.
3. RIGHTS AND REMEDIES
(a) The Manager shall notify SmarTire immediately upon discovery
of any unauthorized use or disclosure of Confidential
Information or Materials, or any other breach of this
Agreement by the Manager, and shall co-operate with SmarTire
in every reasonable manner to aid SmarTire or the Company to
regain possession of said Confidential Information or
Materials and prevent all such further unauthorized use.
(b) The Manager shall return all originals, copies, reproductions
and summaries of or relating to the Confidential Information
at the request of SmarTire or, at the option of SmarTire,
certify destruction of the same.
(c) The parties hereto recognize that a breach by the Manager of
any of the provisions contained herein would result in damages
to SmarTire and that SmarTire could not be compensated
adequately for such damages by monetary award. Accordingly,
the Manager agrees that in the event of any such breach, in
addition to all other remedies available to SmarTire or the
Company at law or in equity, SmarTire and the Company shall be
entitled as a matter of right to apply to a court of competent
jurisdiction for such relief by way of restraining order,
injunction, decree or otherwise, as may be appropriate to
ensure compliance with the provisions of this Agreement.
4. MISCELLANEOUS
(a) All Confidential Information and Materials are and shall
remain the property of the Company and SmarTire. By disclosing
information to the Manager, the Company and SmarTire do not
grant any express or implied right to the Manager to or under
any and all patents, copyrights, trademarks, or trade secret
information belonging to SmarTire or the Company.
<PAGE> 14
-3-
(b) All obligations created herein shall survive change or
termination of any and all business relationships between the
parties for a period of three years after such termination.
(c) The Company may from time to time request suggestions,
feedback or other information from the Manager on Confidential
Information or on released or unreleased software belonging to
SmarTire or the Company. Any suggestions, feedback or other
disclosures made by the Manager are and shall be entirely
voluntary on the part of the Manager and shall not create any
obligations on the part of SmarTire or the Company or a
confidential agreement between the Manager and SmarTire or the
Company. Instead, SmarTire and the Company shall be free to
disclose and use any suggestions, feedback or other
information from the Manager as SmarTire or the Company sees
fit, entirely without obligation of any kind whatsoever to the
Manager.
<PAGE> 1
EXHIBIT 4.23
RELEASE AND SETTLEMENT AGREEMENT
THIS AGREEMENT made as of the 4th day of June, 1999.
BETWEEN:
SMARTIRE SYSTEMS INC., a company duly incorporated pursuant to
the laws of the Province of British Columbia, having an office
at 150 - 13151 Vanier Place, Richmond, British Columbia, V6V
2J1
(the "Company")
OF THE FIRST PART
AND:
JOSEPH MERBACK, businessman, of 27725 Winding Way, Malibu,
California, 90265
("Merback")
WHEREAS:
A. Merback is a director and an employee of the Company and Smartire USA Inc.
and has rendered certain management services (the "Services") to the Company and
its subsidiaries pursuant to a Management Agreement, dated February 1, 1998, as
amended (the "Management Agreement"), and has accordingly acquired and is in
possession of certain confidential information (the "Confidential Information")
regarding the Company, its subsidiaries and their respective businesses;
B. Merback has agreed to resign as a director and an employee of the Company and
of Smartire USA Inc. and to release the Company and its subsidiaries from all
claims and issues that he now may have or which may arise against the Company
and/or its subsidiaries in connection with the Services and the positions held
by him with the Company and its subsidiaries, in consideration for the Company
allotting and issuing to Merback 100,000 common shares (the "Shares") in the
capital of the Company;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises
and of the covenants and agreements set out herein, the parties hereto covenant
and agree as follows:
<PAGE> 2
2
1. ALLOTMENT AND ISSUANCE OF SHARES
1.1 The Company will allot and issue to Merback, or to another nominee as
directed by Merback, the Shares as full and final payment of the Services and
Merback will accept the Shares as full and final payment of the Services. The
Shares will be issued within ten (10) days of the execution of this Agreement
and will be delivered to Merback. Merback will pay any tax liability accruing to
him as a result fo the issuance of the Shares.
1.2 The Company hereby agrees to take the necessary steps to register (the
"Registration"), as soon as reasonably practicable after the issuance of the
Shares, the Shares with the Securities and Exchange Commission (the "SEC") on
Form S-8 if Merback directs that the Shares be registered in his name or in the
name of a nominee, if the Shares issued such nominee are eligible for
registration on Form S-8. Otherwise, the Company agrees to add registration of
the Shares to any other share registration that it may file with the SEC during
the year.
1.3 Merback acknowledges that the Shares will be subject to a one year hold
period, commencing from the date of issuance of the Shares, unless the Shares
are registered with the SEC prior to the expiration of such hold period. The
Shares may be subject to additional "affiliate" restrictions under U.S.
securities laws.
2. CONFIDENTIAL INFORMATION
2.1 "Confidential Information" shall mean, for the purposes of this Agreement,
non-public information regarding the Company, its subsidiaries, their respective
businesses and management which, under the circumstances, ought reasonably to be
treated as confidential.
2.2 Within ten (10) days of the execution of this Agreement, Merback shall
return all originals, copies, reproductions and summaries of or relating to the
Confidential Information to the Company.
2.3 Merback hereby agrees, at any time before or after the execution of this
Agreement, that he has not and will not disclose any Confidential Information to
third parties except as provided herein. Merback may disclose Confidential
Information in accordance with judicial or other governmental order, provided
that he shall give reasonable notice to the Company prior to such disclosure and
shall comply with any applicable protective order or equivalent.
2.4 Merback hereby agrees, at any time after the execution of this Agreement,
that he will not utilize, in anyway whatsoever, the Confidential Information.
<PAGE> 3
3
3. RESIGNATION, REMUNERATION AND TERMINATION OF STOCK OPTIONS
3.1 Merback agrees to resign, effective June 4, 1999, from his position as a
director of the Company.
3.2 Upon Registration of the Shares, Merback agrees to immediately resign from
all other positions held by him with the Company and its subsidiaries (the
"Resignations").
3.3 Merback acknowledges and agrees that all remuneration and compensation
payable to him by the Company and its subsidiaries will be suspended immediately
upon issuance of the Shares.
3.4 Merback acknowledges and consents to the immediate cancellation of any and
all incentive stock options (the "Options") he may hold in the capital of any of
the Company or its subsidiaries.
3.5 Merback hereby appoints the President of the Company as his attorney with
power to execute any and all Resignations upon the Registration, any documents
regarding cancellation of the Options and any other documents necessary to give
effect to this Agreement.
4. RELEASE OF THE COMPANY
4.1 Merback hereby agrees that, upon delivery to him of the Shares by the
Company in accordance with the provisions of this Agreement, all claims in
connection with the Services will be fully satisfied and extinguished and
Merback will remise, release and forever discharge the Company, its subsidiaries
and any of their respective directors, officers and employees from any and all
manner of actions, causes of action, suits, debts, sums of money, due accounts,
dues, bonds, covenants, contracts, claims, demands, damages, costs, expenses and
any and all legal obligations of any and every kind and nature whatsoever, at
law or in equity or under any statute, whether known or unknown, suspected or
unsuspected and which Merback had or may now have or which he hereafter may have
for or by reason of any matter, cause or thing and, in particular, but without
limitation, for or by reason of any matter, cause or thing which has been or may
be sustained in consequence of Merback's relationship with the Company and its
subsidiaries as a director, officer, consultant, agent, employee or shareholder
or pursuant to the Management Agreement.
4.2 Merback acknowledges that in making this Agreement he has been advised and
has had an opportunity to obtain independent legal advice, he has exercised his
own independent judgment and he has not been influenced to any extent whatsoever
by any representations, statements or conduct of any description whatever on the
part of any other parties to this Agreement.
<PAGE> 4
4
4.3 The Company will continue to provide directors and officers liability
insurance for Merback, for the period for which he was a director of the Company
and Smartire USA Inc., for a minimum of five years.
5. GENERAL
5.1 Except as herein otherwise provided, no subsequent alteration, amendment,
change or addition to this Agreement will be binding upon the parties hereto
unless reduced to writing and signed by the parties.
5.2 This Agreement will enure to the benefit of and be binding upon the parties
and their respective heirs, executors, administrators, successors, and assigns.
5.3 The parties will execute and deliver all such further documents, do or cause
to be done all such further acts and things, and give all such further
assurances as may be necessary to give full effect to the provisions and intent
of this Agreement.
5.4 This Agreement will be governed by and construed in accordance with the law
of British Columbia.
5.5 Any notice required or permitted to be given under this Agreement will be in
writing and may be given by delivering, sending by electronic facsimile
transmission or other means of electronic communication capable of producing a
printed copy, or sending by prepaid registered mail posted in Canada and the
United States, the notice to the addresses set forth on the first page of this
agreement (or to such other address or facsimile number as any party may specify
by notice in writing to another party). Any notice delivered or sent by
electronic facsimile transmission or other means of electronic communication
capable of producing a printed copy on a business day will be deemed
conclusively to have been effectively given on the day the notice was delivered,
or the transmission was sent successfully, as the case may be. Any notice sent
by prepaid registered mail will be deemed conclusively to have been effectively
given on the third business day after posting; but if at the time of posting or
between the time of posting and the third business day thereafter there is a
strike, lockout, or other labour disturbance affecting postal service, then the
notice will not be effectively given until actually delivered.
5.6 Time is of the essence of this Agreement.
5.7 This Agreement may be executed in several counterparts, each of which will
be deemed to be an original and all of which will together constitute one and
the same instrument.
5.8 The provisions herein contained constitute the entire agreement between the
parties and supersede all previous understandings, communications,
representations and agreements, whether written or verbal, between the parties
with respect to the subject matter of this Agreement.
<PAGE> 5
5
5.9 In this Agreement, wherever the singular or masculine is used the same will
be deemed to include the plural, feminine or body politic or corporate and also
the successors and assigns of the parties hereto and each of them where the
context of the parties so require.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written.
SMARTIRE SYSTEMS INC.
Per: /s/ [SIGNATURE]
---------------------------------
Authorized Signatory
EXECUTED by JOSEPH MERBACK in the presence of: )
/s/ [SIGNATURE] )
- -------------------------------------- )
Name W. A. Page )
- -------------------------------------- ) /s/ JOSEPH MERBACK
Address 31 Eaton Place ) --------------------------
- -------------------------------------- ) JOSEPH MERBACK
London SW16 8BP )
- -------------------------------------- )
Occupation Businessman )
)
)
<PAGE> 1
EXHIBIT 5.1
[CLARK, WILSON LETTERHEAD]
Email Address: [email protected]
Our File No.: 14672-1
June 11, 1999
SmarTire Systems Inc.
150 - 13151 Vanier Place
Richmond, British Columbia
V6V 2J1
Dear Sirs:
Re: Registration Statement on Form S-8
We are counsel to SmarTire Systems Inc. (the "Company"), a
British Columbia corporation, and have assisted in the preparation of the
Registration Statement of the Company on Form S-8 (the "Registration Statement")
covering 490,425 common shares (the "Shares") in the capital of the Company
granted or issuable pursuant certain Stock Option Agreements, a Management
Agreement and a Release and Settlement Agreement (each, an "Agreement").
We have examined originals or copies, certified or otherwise
identified to our satisfaction of the resolutions of the directors of the
Company with respect to the matters herein. We have also examined such statutes
and public and corporate records of the Company, and have considered such
questions of law as we have deemed relevant and necessary as a basis for the
opinion expressed herein. We have for the purposes of this opinion assumed the
genuineness of all signatures examined by us, the authenticity of all documents
and records submitted to us as originals and the conformity to all original
documents of all documents submitted to us as certified, photostatic or
facsimile copies.
Based upon and subject to the foregoing, and subject to the
qualifications hereinafter expressed, we are of the opinion that each Share to
be issued and sold by the Company pursuant to the Registration Statement will
be, when sold and paid for pursuant to the terms of the applicable Agreement,
validly issued, fully paid and non-assessable.
We are barristers and solicitors qualified to practice law in
the Province of British Columbia. Our opinion expressed above is limited to the
present laws of the Province of British Columbia and of the federal laws of
Canada applicable therein. This opinion is being furnished
<PAGE> 2
-2-
solely in connection with the filing of the Registration Statement with the
Securities and Exchange Commission, and we hereby consent to the use of this
opinion as an exhibit to the Registration Statement. This opinion may not be
relied upon, used by or distributed to any person or entity for any other
purpose without our prior written consent.
Yours truly,
CLARK, WILSON
/s/ CLARK, WILSON
