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Friends, somehow I have the feeling that SMTR will be bought out by somebody. When you read this one has to think in this direction - it really sounds like it.
Entry Material Agreement, Financial Statements and Exhibits
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On February 3, 2005, SmarTire Systems, Inc. ("we" or the "Company") entered into Amendment Agreements to certain Management Agreements (the "Amendments") with our executive officers including: (i) Robert Rudman, our President and Chief Executive Officer, (ii) Allan Kozak, our Chief Operating Officer, (iii) Jeff Finkelstein, our Chief Financial Officer, (iv) Erwin Bartz, our Director of Technical Operations, and (v) Shawn Lammers, our Vice President of Engineering.
Under the Amendments, in the event that the employment of our executive officers are terminated within 12 months of an acquisition, hostile takeover or merger, and the termination is without cause, we, at our option, will either (i) pay upon termination an amount equal to the salary payable to such executive officer under the original Management Agreements until the termination date, which is defined as 1 year from the date of termination plus one month for each year of employment up to a maximum of 2 years (2 1/2 years with respect to Robert Rudman, Allan Kozak and Jeff Finkelstein), or (ii) pay upon termination an amount equal to the salary payable on the termination date. Any options to purchase shares of our common stock which have been issued to each executive officer but which have not yet vested, shall immediately vest at the date of final payment and may be exercised for a period of 30 days after the final payment.
In addition, on February 3, 2005 we entered into certain Directors' Compensation on Termination Agreements (the "Directors' Agreements") with our independent directors including: (i) William Cronin, (ii) Martin Gannon, and (iii) Johnny Christiansen. Under the Directors' Agreements, in the event that any independent director puts his name forward for re-election but is not re-elected as a director at an Annual General Meeting of Shareholders held within 12 months of an acquisition, hostile takeover or merger, we will pay to the director upon termination of such directorship an amount equal to 2.5 times the total remuneration paid or accrued to pay to the director in the twelve month period prior to and including the date of such acquisition, hostile takeover or merger. Any options to purchase shares of our common stock which have been issued to each director but which have not yet vested, shall immediately vest at the date of final payment and may be exercised for a period of 30 days after the final payment.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
(b) PRO FORMA FINANCIAL INFORMATION.
(c) EXHIBITS.
EXHIBIT NUMBER DESCRIPTION -------------------------------------------------------------------------------- 4.1 Amendment Agreement dated as of February 3, 2005 by and between SmarTire Systems, Inc. and Robert Rudman. 4.2 Amendment Agreement dated as of February 3, 2005 by and between SmarTire Systems, Inc. and Allan Kozak. 4.3 Amendment Agreement dated as of February 3, 2005 by and between SmarTire Systems, Inc. and Jeff Finkelstein. 4.4 Amendment Agreement dated as of February 3, 2005 by and between SmarTire Systems, Inc. and Erwin Bartz. 4.5 Amendment Agreement dated as of February 3, 2005 by and between SmarTire Systems, Inc. and Shawn Lammers. 4.6 Directors' Compensation on Termination Agreement dated as of February 3, 2005 by and between SmarTire Systems, Inc. and William Cronin. 4.7 Directors' Compensation on Termination Agreement dated as of February 3, 2005 by and between SmarTire Systems, Inc. and Martin Gannon. 4.8 Directors' Compensation on Termination Agreement dated as of February 3, 2005 by and between SmarTire Systems, Inc. and Johnny Christiansen.
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