This excerpt taken from the MRO 10-K filed Feb 27, 2009.
under the Provisions of the Income Tax Act (Canada)
This special appendix sets forth special provisions of the Plan that apply to Canadian Directors. This special appendix shall become effective on January 1, 2009 and shall apply to all Deferred Stock Awards granted or made to a Canadian Director on or after such date. For avoidance of doubt, nothing in this special appendix shall be deemed to modify the Plan as it relates to Directors who are not Canadian Directors.
For purposes of this special appendix:
Notwithstanding any provision of the Plan to the contrary, it is intended that, with respect to Canadian Directors, the provisions of the Plan, including this special appendix, comply with the requirements of paragraph (l) of the definition of salary deferral arrangement in subsection 248(1) of the ITA and Regulation 6801(d) to the ITA (and any successor provisions thereto), and all provisions of the Plan shall be construed and interpreted in a manner consistent with such requirements.
The value of a Canadian Directors Deferred Stock Account shall be distributed following such Canadian Directors Termination Date in accordance with Section 7 of the Plan and, in all circumstances, shall be paid out (less applicable withholdings) no later than December 31st of the year commencing immediately after the Canadian Directors Termination Date.
For greater certainty, no amount will be paid to, or in respect of, a Canadian Director (or a person with whom the Canadian Director does not deal with at arms length, within the meaning of the ITA) under the Plan or pursuant to any other arrangement, and no additional Deferred Stock Benefits will be granted to a Canadian Director to compensate, in whole or in part, for a downward fluctuation in the fair market value of the Common Stock, nor will any other form of benefit be conferred upon, or in respect of, a Canadian Director (or a person with whom the Canadian Director does not deal with at arms length, within the meaning of the ITA) for such purpose.
This special appendix may be altered, amended, suspended or terminated at any time by the Committee, provided that such amendments shall not adversely affect the previously accrued rights of any Canadian Director and further provided that any amendment or termination of the Plan shall be such that, with respect to each Canadian Director, the Plan continuously meets the requirements of Regulation 6801(d) to the ITA or any successor provision thereto.