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Exhibit 4.7
DIRECTORS' COMPENSATION ON TERMINATION AGREEMENT
THIS AGREEMENT dated the 3rd day of February, 2005 (the
"Agreement Date")
BETWEEN:
MARTIN GANNON, businessman, of 1275 Post Road, Fairfield,
Connecticut, USA, 06824
(the "Director")
OF THE FIRST 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
("SmarTire" or the "Company")
OF THE SECOND PART
A. The Director was elected or appointed as a director of
SmarTire on or
about February 3, 2003;
B. SmarTire has a current policy on board remuneration under
which the
director is being remunerated; C. SmarTire and the Director wish
to ensure the
Director is properly remunerated in the event of certain
circumstances as set
forth herein.
THEREFORE, in consideration of the mutual covenants and premises
contained
herein, and payment of $10, the receipt and sufficiency of which
is hereby
acknowledged, the parties covenant and agree as follows:
1. DEFINITIONS
1.1 In this Amendment Agreement, the following terms have the
meaning as
ascribed below:
(a) "Acquisition" means an acquisition of substantially all of
SmarTire
or of substantially all assets of SmarTire by a party not an
Affiliate of SmarTire prior to completion of the
acquisition;
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(b) "Affiliate" means a director, officer, wholly or partially
owned
subsidiary or 10% or greater shareholder of SmarTire, or a
company
controlled by such person or any party acting in conjunction
with
such person;
(c) "Hostile Takeover" means a Takeover that the directors of
SmarTire
recommend to shareholders to reject in a management
circular;
(d) "Merger" means a me
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