The previous RSU plan (based on satisfaction of the 3-year bonus rule in para. (k)) is replaced by a new RSU plan that permits an exchange of RSUs for DSUs (which, prior to this change, were only issued pursuant to the Company's "Executive Stock Option Plan" but which entitled the participant to receive a cash award or, at the Company's option, shares and were intended to qualify under Reg. 6801(d).) Elections to exchange RSUs for DSUs are required to be made in writing no later than two months before the "Vesting Date" of the RSU Award in question (i.e., the date before which termination of employment generally would result in forfeiture of the RSUs). Ruling that:
Provided that, at the time of [such] an exchange…, the RSU award granted under the RSU Plan complies with paragraph (k) of the definition of "salary deferral arrangement"…and the DSU Plan is a plan or arrangement described in paragraph 6801(d) of the Regulations, no amount will be included in the income of an RSU Participant pursuant to subsection 5(1), section 6, paragraph 56(1)(a) or subparagraph 115(1)(a)(i) of the Act solely as a result of the grant of DSUs to the Participant in accordance with 12(i) above where the grant is made pursuant to the Participant's irrevocable election… .