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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 #000 -
00000 Xxxxxx Xxxxx, X0X 0X0
(hereinafter called the "Company")
AND:
XXXXX XXXXXX, 000 Xxxxxxxxxx, Xxxxxx X0X 0XX XX
(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
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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
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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.
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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: )
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Authorized Signatory ) C/S
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Authorized Signatory )
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SIGNED, SEALED AND DELIVERED by XXXXX )
XXXXXX in the presence of: )
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Name )
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Address ) -----------------------------
__________________________________ ) XXXXX XXXXXX
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Occupation )
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