Canadian employees of a Canadian subsidiary of a foreign parent had "subscription rights" to acquire unlisted ordinary shares of the foreign parent. The subscription rights plan provided that, for reasons relating to the tax rules in the foreign jurisdiction, at the time of the grant of such right, the employee also would acquire a non-interest bearing bond of the parent at an appropriate discount. In addition, under put and call agreements with a non-resident corporation ("Putcallco"), the employee could cause Putcallco to acquire the employee's foreign parent shares (after exercise of the subscription right) at their fair market value at the time of such exercise (as determined under a formula), and Putcallco could acquire the subscription rights for their their fair market value (as also determined under the formaula) in the event the individual ceased to be an employee. The foreign parent and the Canadian subsidiary had agreed that when a subscription right was exercised by an employee, the Canadian subsidiary would be obliged to pay to the foreign parent the amount by which the fair market value of the shares acquired by the employee exceeded the exercise price.
An employee right to cash-surrender the subscription right to the Canadian subsidary is subsequently granted. Ruling that the Canadian subsidiary will be entitled to claim a deduction in computing its income under s. 9(1) equal to the amount paid in cash to an employee who exercises the cash-out right.