Employees ("Participants") of the "Corporation," which is resident in Canada, or of the Corporation's non-resident listed parent (the "Parent") or of other North American subsidiaries of Parent agree that an agreed percentage of their salary will be applied to purchase shares of ordinary common shares of Parent ("Shares) on their behalf, to be held in a personal account (a "Personal Account'). The Corporation and any other Participating Company approved by the compensation Committee may make contributions to a Canadian-resident trust established by the Corporation (the "Trust") to be used by the Trustee to fund the purchase of Shares to be awarded as "Matching Shares" to Participants. Such contributions would be made to the Trust as soon as practicable following the acquisition of the Participant Shares to which such Matching Shares relate. Upon receipt of such contributions, the Trustee will purchase the Shares on the open market. The Matching Shares generally will be distributed from the Trust to the Personal Accounts of the eligible Participants on the next business day following the second anniversary of the acquisition date of the Participant Shares to which such Matching Shares relate. The Trustee shall use any cash dividends received in respect of Shares held in the Trust as directed by the Committee, which may include a direction to pay cash to a beneficiary of the Trust that is a Participating Company.
Ruling respecting such a distribution that
for the purposes of subsections 104(22) and 104(22.1) and section 126..., where the Trust makes a valid designation under subsection 104(22)...in respect of amounts received by the Trust as dividends on Shares of the Parent, the amounts so designated will be deemed to be the Participating Company's income from a source in a country other than Canada, to the extent that it is reasonable to consider...that the amounts are part of the income of the Trust that, because of subsection 104(13)..., were included in the income of the Participating Company... .