0001193125-11-174518.txt : 20110627 0001193125-11-174518.hdr.sgml : 20110627 20110627165201 ACCESSION NUMBER: 0001193125-11-174518 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20101231 FILED AS OF DATE: 20110627 DATE AS OF CHANGE: 20110627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERTAPE POLYMER GROUP INC CENTRAL INDEX KEY: 0000880224 STANDARD INDUSTRIAL CLASSIFICATION: CONVERTED PAPER & PAPERBOARD PRODS (NO CONTAINERS/BOXES) [2670] IRS NUMBER: 000000000 STATE OF INCORPORATION: A8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10928 FILM NUMBER: 11933512 BUSINESS ADDRESS: STREET 1: 9999 CAVENDISH BOULEVARD, STE. 200 CITY: VILLE ST LAURENT STATE: A8 ZIP: H4M 2X5 BUSINESS PHONE: 941-739-7500 MAIL ADDRESS: STREET 1: 9999 CAVENDISH BOULEVARD, STE. 200 CITY: VILLE ST LAURENT STATE: A8 ZIP: H4M 2X5 11-K 1 d11k.htm FORM 11-K Form 11-K
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 11-K

 

 

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2010

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period              to             

Commission File Number 1-10928

 

 

 

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

INTERTAPE POLYMER CORP. USA EMPLOYEES’

STOCK OWNERSHIP AND RETIREMENT SAVINGS PLAN

(f/k/a Intertape Polymer Group Inc. USA Employees’

Stock Ownership and Retirement Savings Plan)

3647 Cortez Road West

Bradenton, Florida 34210

 

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

INTERTAPE POLYMER GROUP INC.

9999 Cavendish Blvd., Suite 200

Ville St. Laurent, Quebec, Canada H4M 2X5

 

 

 


Table of Contents

Intertape Polymer Corp. USA

Employees’ Stock Ownership and Retirement Savings Plan

December 31, 2010 and 2009

TABLE OF CONTENTS

 

     Page
Number
 

Report of Independent Registered Public Accounting Firm

     3   

Financial Statements

  

Statements of Net Assets Available for Benefits as of December 31, 2010 and 2009

     4   

Statements of Changes in Net Assets Available for Benefits for the years ended December  31, 2010 and 2009

     5   

Notes to Financial Statements

     6   

Supplemental Schedule

  

Schedule H, Line 4i – Schedule of Assets (Held at End of Year) as of December 31, 2010

     20   

Signatures

     21   

Exhibit Index

     22   

Exhibit 23.1 – Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm

  

Exhibit 99.1 – First Amendment to the Intertape Polymer Corp. USA Employees’ Stock Ownership and Retirement Savings Plan

  

Exhibit 99.2 – Second Amendment to the Intertape Polymer Corp. USA Employees’ Stock Ownership and Retirement Savings Plan

  

Exhibit 99.3 – Third Amendment to the Intertape Polymer Corp. USA Employees’ Stock Ownership and Retirement Savings Plan

  

 

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Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Trustees

Intertape Polymer Corp. USA Employees’ Stock Ownership and Retirement Savings Plan

We have audited the accompanying statements of net assets available for benefits of Intertape Polymer Corp. USA Employees’ Stock Ownership and Retirement Savings Plan as of December 31, 2010 and 2009, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of Intertape Polymer Corp. USA Employees’ Stock Ownership and Retirement Savings Plan as of December 31, 2010 and 2009, and the related statements of changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule, Schedule H, Line 4i – Schedule of Assets (Held at End of Year) as of December 31, 2010, is presented for purposes of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

 

/s/ GRANT THORNTON LLP
Tampa, Florida
June 27, 2011

 

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Table of Contents

Intertape Polymer Corp. USA

Employees’ Stock Ownership and Retirement Savings Plan

Statements of Net Assets Available for Benefits

 

 

 

     December 31,  
     2010     2009  

ASSETS

  

Investments, at fair value:

    

Mutual funds

   $ 38,833,533      $ 33,753,040   

Bond fund

     2,101,750        1,930,478   

Collective trust fund

     12,865,877        13,514,658   

Common trust fund - Intertape Polymer Group

     1,284,309        2,710,407   
                

Total investments at fair value

     55,085,469        51,908,583   
                

Receivables:

    

Notes receivable from participants

     2,607,542        2,347,667   

Participant contributions receivable

     —          88,135   
                

Total receivables

     2,607,542        2,435,802   
                

Total assets

     57,693,011        54,344,385   

Adjustment from fair value to contract value for fully benefit-responsive investment contracts

     (310,537     (55,815
                

Net assets available for benefits

   $ 57,382,474      $ 54,288,570   
                

The accompanying notes are an integral part of these financial statements.

 

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Table of Contents

Intertape Polymer Corp. USA

Employees’ Stock Ownership and Retirement Savings Plan

Statements of Changes in Net Assets Available for Benefits

 

 

 

     Year Ended December 31,  
     2010     2009  

ADDITIONS

  

Contributions from:

    

Employer

   $ —        $ 91,532   

Participants

     3,252,014        3,061,975   
                

Total contributions

     3,252,014        3,153,507   
                

Investment income:

    

Interest and dividends

     1,225,056        1,140,110   

Net appreciation in fair value of investments

     2,689,689        8,688,208   
                

Total investment income

     3,914,745        9,828,318   
                

Total additions

     7,166,759        12,981,825   
                

DEDUCTIONS

    

Benefits paid to participants

     (4,021,237     (3,958,636

Fees and commission expenses

     (51,618     (50,413
                

Total deductions

     (4,072,855     (4,009,049
                

Net increase in net assets available for benefits

     3,093,904        8,972,776   

Net assets available for benefits at beginning of year

     54,288,570        45,315,794   
                

Net assets available for benefits at end of year

   $ 57,382,474      $ 54,288,570   
                

The accompanying notes are an integral part of these financial statements.

 

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Table of Contents

Intertape Polymer Corp. USA

Employees’ Stock Ownership and Retirement Savings Plan

Notes to Financial Statements

December 31, 2010 and 2009

 

1 – Description of the Plan

The following description of the Intertape Polymer Corp. USA Employees’ Stock Ownership and Retirement Savings Plan (the “Plan”) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

General

Intertape Polymer Group Inc. and its participating subsidiaries (the “Company”) established the Intertape Polymer Group Inc. Employees’ Stock Ownership and Retirement Savings Plan effective November 29, 1994. As of January 1, 2001, the Plan was amended and operates as an employee stock ownership plan (“ESOP”), and is designed to comply with Section 4975(e)(7) and the regulations thereunder of the Internal Revenue Code (“IRC”) of 1986 as amended and is subject to the applicable provisions of the Employee Retirement Security Act of 1974, as amended (“ERISA”). As of January 1, 2008, the Plan’s name was changed to Intertape Polymer Corp. USA Employees’ Stock Ownership and Retirement Savings Plan. All other aspects of the plan remained unchanged.

Eligibility

To be eligible to enter the Plan, participants must complete 90 consecutive days of service with the Company and have attained the age of 18.

Contributions

Participants may contribute up to 25 percent of their pretax annual compensation, subject to Internal Revenue Service (“IRS”) limitations based upon the participant’s compensation level. The Company may elect to match a portion of elective contributions if participants are credited with at least 180 service days during the Plan year and the participant is employed on the last day of the year. Matching contributions are generally based upon management’s discretion, but cannot exceed 6% of compensation. In addition, the Board of Directors, at its discretion, may make an ESOP contribution. The Company’s contributions for 2010, if any, have not been determined as of the date of this report. In 2009 for the 2008 plan year, the Company matched at a rate of 45% of a participant’s contributions up to 6% of the participant’s eligible salary but made no profit-sharing contribution. In 2010 for the 2009 plan year, the Company matched at a rate of 45% of a participant’s contributions up to 6% of the participant’s eligible salary and made a profit-sharing contribution of 1% of participant’s eligible salaries. These contributions were funded by funds available in unallocated accounts. See Unallocated Accounts in Note 2.

Participant Accounts and Voting Rights

Each participant’s account is credited with the participant’s contributions, Company contributions, and an allocation of the Plan earnings or losses. Allocations are based on participant earnings or account balances, as defined by the Plan. Each participant is entitled to the vested portion of their account. Participants may direct the investment of their account balances into various investment options offered by the Plan.

 

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Table of Contents

Intertape Polymer Corp. USA

Employees’ Stock Ownership and Retirement Savings Plan

Notes to Financial Statements (continued)

December 31, 2010 and 2009

 

 

1 – Description of the Plan (continued)

 

Each participant is entitled to exercise voting rights attributable to the Company’s common stock allocated to his or her account and is notified by the Trustee prior to the time that such rights are to be exercised. The Trustee is not permitted to vote any allocated shares for which instructions have not been given by a participant. The Trustee is required, however, to vote any unallocated shares on behalf of the collective best interest of Plan participants and beneficiaries.

Vesting

Participants are immediately vested in their voluntary contributions plus actual earnings thereon. Vesting in the Company contributions portion of their accounts plus earnings thereon is based on years of continuous service. A participant is 20 percent vested after each year and 100 percent vested after the earlier of five years of service, upon reaching normal retirement age, death, or becoming totally and permanently disabled.

Participant Loans

Participants may borrow from their accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of the vested portion of the participant’s account balance. The loans are secured by the balance in the participant’s account and bear interest at a rate of one point above the prime borrowing rate, defined in the Plan document as the prime rate of interest as published in the Wall Street Journal on the date of the loan commitment. Principal and interest repayments are made ratably through payroll deductions over a period not to exceed five years, unless the loans were used to purchase a primary residence in which case the loan terms may exceed five years, up to a maximum loan term of 15 years. Interest rates for loans outstanding at December 31, 2010 range from 4.25% to 9.25%. The Plan Administrator will suspend loan repayments for a military service leave of absence. During 2010, the Plan was amended to allow for participants to have up to two loans outstanding at any one time.

Payment of Benefits

Upon separation of service due to death, disability, or retirement, a participant will receive their benefits as a lump-sum amount equal to the value of the participant’s vested interest in his or her account. Certain in-service withdrawals are allowed by the Plan, in accordance with IRS limitations, for participants meeting minimum age requirements. Additionally, under certain circumstances of financial hardship, the participant is allowed to withdraw funds from the Plan.

 

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Table of Contents

Intertape Polymer Corp. USA

Employees’ Stock Ownership and Retirement Savings Plan

Notes to Financial Statements (continued)

December 31, 2010 and 2009

 

 

2 – Summary of Significant Accounting Policies

New Accounting Pronouncements

In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2010-06, Improving Disclosures about Fair Value Measurements, (ASU 2010-06). ASU 2010-06 amended ASC 820 to clarify certain existing fair value disclosures and require a number of additional disclosures. The guidance in ASU 2010-06 clarified that disclosures should be presented separately for each “class” of assets and liabilities measured at fair value and provided guidance on how to determine the appropriate classes of assets and liabilities to be presented. ASU 2010-06 also clarified the requirement for entities to disclose information about both the valuation techniques and inputs used in estimating Level 2 and Level 3 fair value measurements. In addition, ASU 2010-06 introduced new requirements to disclose the amounts (on a gross basis) and reasons for any significant transfers between Levels 1, 2 and 3 of the fair value hierarchy and present information regarding the purchases, sales, issuances and settlements of Level 3 assets and liabilities on a gross basis. With the exception of the requirement to present changes in Level 3 measurements on a gross basis, which is delayed until 2011, the guidance in ASU 2010-06 is effective for reporting periods beginning after December 15, 2009. Since ASU 2010-06 only affects fair value measurement disclosures, adoption of ASU 2010-06 did not affect on the Plan’s net assets available for benefits or its changes in net assets available for benefits.

In September 2010, the FASB issued Accounting Standards Update 2010-25, Reporting Loans to Participants by Defined Contribution Pension Plans, (ASU 2010-25). ASU 2010-25 requires participant loans to be measured at their unpaid principal balance plus any accrued but unpaid interest and classified as notes receivable from participants. Previously, loans were measured at fair value and classified as investments. ASU 2010-25 is effective for fiscal years ending after December 15, 2010 and is required to be applied retrospectively. Adoption of ASU 2010-25 did not change the value of participant loans from the amount previously reported as of December 31, 2009. Participant loans have been reclassified from investments to notes receivable as of December 31, 2009.

Forfeited Accounts

When certain terminations of participation in the Plan occur, the non-vested portion of the participant’s account, as defined in the Plan, represents a forfeiture. Forfeitures used to offset employer contributions totaled $170,910 during the year ended December 31, 2010 and totaled $156,929 during the year ended December 31, 2009. Total unallocated forfeitures, which can be used to reduce future employer contributions, were $28,452 and $161,588 at December 31, 2010 and 2009, respectively.

 

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Table of Contents

Intertape Polymer Corp. USA

Employees’ Stock Ownership and Retirement Savings Plan

Notes to Financial Statements (continued)

December 31, 2010 and 2009

 

 

2 – Summary of Significant Accounting Policies (continued)

 

Unallocated Accounts

Prior to 2009, the Company made contributions to the Plan that have not been allocated to participants and have been recorded in unallocated accounts. Funds used to offset employer contributions from these unallocated accounts totaled $1,277,009 during the year ended December 31, 2010 and totaled $874,449 during the year ended December 31, 2009. Funds available to reduce future employer contributions totaled $113,134 and $1,368,792 at December 31, 2010 and 2009, respectively.

Basis of Accounting

The financial statements of the Plan are prepared using the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America (“US GAAP”).

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets available for benefits and the reported amounts of additions and deductions from assets available for benefits during the reported period. Actual results could differ from those estimates.

Payment of Benefits

Benefits are recorded when paid.

Administrative Expenses

Plan administrative expenses are paid by the Company. Participant-related fees and expenses are paid by the Plan through charges to participant accounts.

 

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Table of Contents

Intertape Polymer Corp. USA

Employees’ Stock Ownership and Retirement Savings Plan

Notes to Financial Statements (continued)

December 31, 2010 and 2009

 

 

2 – Summary of Significant Accounting Policies (continued)

 

Valuation of Investments, Notes Receivable from Participants and Income Recognition

The Plan’s investments are stated at fair value. Investments in mutual funds and bond funds are based on published market quotations on national exchanges. The fair value of the collective trust is calculated based on the net asset value per share derived from the audited financial statements of the Bank of America, N.A. Stable Asset Fund for Employee Benefit Plans (“Stable Asset Fund”) as of December 31, 2010 times the number of shares held by the Plan. The fair value of the common trust fund is calculated based on the net asset value per share of the Company’s common stock from the published market quotation plus cash and cash equivalents. Purchases and sales of securities are recorded on a trade confirmation-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. See Note 5 for disclosures regarding fair value measurements.

The Plan’s investment in the collective trust fund is carried at fair value in investments (See Note 3). However, the Stable Asset Fund invests in fully benefit-responsive investment contracts which it has adjusted to contract value in its statement of assets and liabilities as of December 31, 2009. Contract value is the relevant measurement attribute for the collective trust fund because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. Therefore, an adjustment has been made on the Statements of Net Assets Available for Benefits as of December 31, 2010 to reflect the Plan’s investment in the collective trust at contract value. The Statements of Changes in Net Assets Available for Benefits are prepared and presented on a contract value basis.

Notes receivable from participants are valued at amortized cost plus accrued interest. Delinquent loans are treated as distributions pursuant to the terms of the Plan document.

Subsequent Events

The Plan’s management evaluated its December 31, 2010 financial statements for subsequent events through June 27, 2011, the date the financial statements were available to be issued.

3 – Investments

The Plan’s investments are held by the trustee of the Plan and invested for the benefit of the Plan’s participants. Bank of America, N.A. (“Bank of America”) is the trustee of the Plan.

 

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Table of Contents

Intertape Polymer Corp. USA

Employees’ Stock Ownership and Retirement Savings Plan

Notes to Financial Statements (continued)

December 31, 2010 and 2009

 

 

3 – Investments (continued)

 

The following presents investments which are 5 percent or more of the Plan’s net assets available for benefits:

 

     December 31,  
     2010      2009  

Mutual and Bond Funds:

     

Van Kampen Equity and Income Fund

   $ 4,670,154       $ 4,273,480   

Columbia Large Cap Index Fund

     6,142,065         5,553,285   

American Century Livestrong 2025 Fund

     3,115,705         —     

Franklin Growth Fund Share Class A

     4,764,236         —     

American Century Mid Cap Value Fund

     3,672,954         —     

Janus Growth and Income Fund

     *         4,629,194   

Columbia Mid Cap Value Fund

     *         2,983,014   

Collective Trust Fund:

     

Bank of America, N.A. Stable Asset Fund

     12,865,877         13,514,658   

 

* - Fund was eliminated as an investment option during 2010.

The Plan’s investments (including investments bought, sold, and held during the year) appreciated in value as follows:

 

     Year Ended December 31,  
     2010     2009  

Mutual funds

   $ 4,234,913      $ 6,159,140   

Bond fund

     52,238        122,651   

Collective trust fund

     —          (8,716

Common trust fund - Intertape Polymer Group

     (1,597,462     2,415,133   
                

Total net appreciation in fair value

   $ 2,689,689      $ 8,688,208   
                

At December 31, 2010 and 2009, the Plan held 1,057,291 shares (average cost per share of $1.090; market value per share of $1.150) and 947,891 shares (average cost per share of $0.910; market value per share of $2.842), respectively, of Company common stock in the common trust fund, all of which was allocated to participant accounts. The common trust fund also had cash and cash equivalents at December 31, 2010 and 2009 of $68,243 and $17,067, respectively.

 

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Table of Contents

Intertape Polymer Corp. USA

Employees’ Stock Ownership and Retirement Savings Plan

Notes to Financial Statements (continued)

December 31, 2010 and 2009

 

 

4 – Collective Trust Funds

The Plan invests in the Stable Asset Fund with Bank of America, the trustee of the Plan. Funds of this type primarily invest in a variety of investment contracts such as Guaranteed Investment Contracts (GICs) issued by financial institutions and other investment products (separate account contracts and synthetic GICs) with similar characteristics. The traditional GICs are backed by the general credit of the issuer. The fund deposits a lump sum with the issuers and receives a guaranteed interest rate for a specified time.

The guaranteed rates for the years ended December 31, 2010 and 2009 varied depending on the issuer and contract. Separate account GICs are similar in structure to traditional GICs, except that the underlying assets are held in a separate account for the benefit of the fund. A synthetic GIC is an investment contract issued by an insurance company or bank, backed by a portfolio of bonds that are owned by the fund. These assets underlying the wrap contract are maintained separate from the contract issuer’s general assets, usually by a third party custodian. The wrapper contracts are obligated to provide an interest rate of not less than zero.

The issuers of these investment contracts guarantee that all qualified participant withdrawals will occur at contract value. There are no reserves against contract value for credit risk of the contract issuers or otherwise. The crediting interest rate is based on a formula agreed upon with the issuers.

 

Average yields for the year ended December 31, 2010:

  

Based on actual earnings

     1.44

Based on interest rates credited to participants

     2.96

Average yields for the year ended December 31, 2009:

  

Based on actual earnings

     0.84

Based on interest rates credited to participants

     3.00

5 – Fair Value Measurements

The Financial Accounting Standards Board Accounting Standards Codification (the “Codification”) provides a framework for measuring fair value. This framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under this guidance are described below:

Level 1 – Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.

 

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Table of Contents

Intertape Polymer Corp. USA

Employees’ Stock Ownership and Retirement Savings Plan

Notes to Financial Statements (continued)

December 31, 2010 and 2009

 

 

5 – Fair Value Measurements (continued)

 

Level 2 – Inputs to the valuation methodology include:

 

   

Quoted prices for similar assets or liabilities in active markets;

 

   

Quoted prices for identical or similar assets or liabilities in inactive markets;

 

   

Inputs other than quoted prices that are observable for the asset or liability; or

 

   

Inputs that are derived principally from or corroborated by observable market data by correlation or other means.

If asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.

Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

Following is a description of the valuation methodologies used for assets measured at fair value:

Mutual Fund/Bond Fund: Valued at the net asset value (NAV) of shares held by the Plan at year end.

Collective trust fund: Valued based on contractual terms of the underlying investment contracts.

Common trust fund: Valued at the fair value of the underlying assets of the fund, which includes cash and Company common stock valued at the closing price reported on the active market on which the Company’s common stock is traded.

 

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Table of Contents

Intertape Polymer Corp. USA

Employees’ Stock Ownership and Retirement Savings Plan

Notes to Financial Statements (continued)

December 31, 2010 and 2009

 

 

5 – Fair Value Measurements (continued)

 

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

The following table sets forth by level, within the fair value hierarchy, the Plan’s investments at fair value:

 

     December 31, 2010  
     Level 1      Level 2      Level 3      Total  

Mutual funds:

           

Van Kampen Equity and Income Fund

   $ 4,670,154       $ —         $ —         $ 4,670,154   

American Funds EuroPacific Growth Fund

     1,459,645         —           —           1,459,645   

Columbia Large Cap Index Fund

     6,142,065         —           —           6,142,065   

American Funds Capital World Growth and Income Fund

     2,406,653         —           —           2,406,653   

Janus Orion Fund

     1,867,418         —           —           1,867,418   

American Century Livestrong Income Fund

     512,415         —           —           512,415   

Columbia Small Cap Value I Fund

     578,379         —           —           578,379   

American Century Equity Income Fund

     1,897,021         —           —           1,897,021   

Baron Growth Fund

     1,371,390         —           —           1,371,390   

American Century Livestrong 2015 Fund

     1,923,906         —           —           1,923,906   

American Century Livestrong 2025 Fund

     3,115,705         —           —           3,115,705   

American Century Livestrong 2035 Fund

     1,903,149         —           —           1,903,149   

American Century Livestrong 2045 Fund

     955,038         —           —           955,038   

Aston Mid Cap Institutional Fund

     1,593,405         —           —           1,593,405   

Franklin Growth Fund Share Class A

     4,764,236         —           —           4,764,236   

American Century Mid Cap Value Fund

     3,672,954         —           —           3,672,954   
                                   

Total mutual funds

     38,833,533         —           —           38,833,533   
                                   

Bond fund:

           

Federated Total Return Bond Fund

     2,101,750         —           —           2,101,750   
                                   

Collective trust fund:

           

Bank of America, N.A. Stable Asset Fund

     —           12,865,877         —           12,865,877   
                                   

Common trust fund:

           

Intertape Polymer Group Inc. common stock

     1,284,309         —           —           1,284,309   
                                   

Total investments at fair value

   $ 42,219,592       $ 12,865,877       $ —         $ 55,085,469   
                                   

 

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Table of Contents

Intertape Polymer Corp. USA

Employees’ Stock Ownership and Retirement Savings Plan

Notes to Financial Statements (continued)

December 31, 2010 and 2009

 

 

5 – Fair Value Measurements (continued)

 

     December 31, 2009  
     Level 1      Level 2      Level 3      Total  

Mutual funds:

           

Victory Special Value Fund

   $ 1,377,443       $ —         $ —         $ 1,377,443   

Van Kampen Equity and Income Fund

     4,273,480         —           —           4,273,480   

Columbia Large Cap Index Fund

     5,553,285         —           —           5,553,285   

American Funds Capital World Growth and Income Fund

     2,343,218         —           —           2,343,218   

Janus Growth and Income Fund

     4,629,194         —           —           4,629,194   

Janus Orion Fund

     1,599,230         —           —           1,599,230   

American Century Livestrong Income Fund

     481,668         —           —           481,668   

Columbia Marsico International Opportunities Fund

     1,290,916         —           —           1,290,916   

Columbia Mid Cap Value Fund

     2,983,014         —           —           2,983,014   

Columbia Small Cap Value I Fund

     251,682         —           —           251,682   

American Century Equity Income Fund

     1,645,430         —           —           1,645,430   

Baron Growth Fund

     908,031         —           —           908,031   

American Century Livestrong 2015 Fund

     1,873,532         —           —           1,873,532   

American Century Livestrong 2025 Fund

     2,528,384         —           —           2,528,384   

American Century Livestrong 2035 Fund

     1,318,762         —           —           1,318,762   

American Century Livestrong 2045 Fund

     695,771         —           —           695,771   
                                   

Total mutual funds

     33,753,040         —           —           33,753,040   
                                   

Bond fund:

           

Federated Total Return Bond Fund

     1,930,478         —           —           1,930,478   
                                   

Collective trust fund:

           

Bank of America, N.A. Stable Asset Fund

     —           13,514,658         —           13,514,658   
                                   

Common trust fund:

           

Intertape Polymer Group Inc. common stock

     2,710,407         —           —           2,710,407   
                                   

Total investments at fair value

   $ 38,393,925       $ 13,514,658       $ —         $ 51,908,583   
                                   

 

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Table of Contents

Intertape Polymer Corp. USA

Employees’ Stock Ownership and Retirement Savings Plan

Notes to Financial Statements (continued)

December 31, 2010 and 2009

 

 

6 – Party-In-Interest Transactions

As of December 31, 2010 and 2009 and for the years then ended, the Plan’s investments were managed by Bank of America, the Plan’s trustee. Certain Plan investments include or have included shares of mutual funds managed by Bank of America. For the periods described above, all transactions by the Plan with mutual funds managed by Bank of America are considered to be party-in-interest transactions.

Transactions by the Plan with the common trust fund and notes receivable from participants qualify as parties-in-interest transactions.

7 – Plan Termination

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants would become 100 percent vested in their accounts.

8 – Tax Status

The IRS issued a favorable opinion letter dated November 9, 2001, in regards to the Plan. The Plan has been amended since receiving the determination letter. However, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC, in all material respects. As such, no provision for income taxes has been included in the Plan’s financial statements. In February 2009, the Plan requested an updated determination letter from the IRS, whose response is pending.

 

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Table of Contents

Intertape Polymer Corp. USA

Employees’ Stock Ownership and Retirement Savings Plan

Notes to Financial Statements (continued)

December 31, 2010 and 2009

 

 

9 – Risks and Uncertainties

The Plan invests in various securities including mutual funds, bond funds, collective trust funds and a common trust fund. Investment securities, in general, are exposed to various risks, such as interest rate, credit and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such change could materially affect the amounts reported in the Statements of Net Assets Available for Benefits.

For the year ended December 31, 2008 and all prior fiscal years, the Plan did not timely file audited financial statements with the Securities and Exchange Commission and the United States Department of Labor. Although the required audited financial statements were filed in November 2009, the Plan may be subject to penalties or other actions by those agencies as a result. See Note 10.

10 – Registration of Shares and Filing Requirements

In August 2001, the Plan sponsor filed a registration statement on Form S-8 to register 300,000 shares of the Plan sponsor’s common stock to be acquired by Plan participants pursuant to the Plan and the interests of those participants in the Plan. The Plan’s sponsor subsequently filed additional registration statements on Form S-8 in August 2002, August 2003, and April 2004 to register a total of 775,000 additional shares of the Plan sponsor’s common stock to be acquired by Plan participants pursuant to the Plan.

Subsequent to filing the registration statements, the Plan did not file annual reports on Form 11-K. As of December 31, 2010, the Plan participants had acquired 1,057,291 shares of common stock of the Plan sponsor pursuant to the Plan. Consequently, any shares acquired by the Plan’s trustee for the benefit and at the direction of Plan participants prior to filing the Plan’s annual reports on Form 11-K in November 2009, as well as the issuance of interests in the Plan to participants, may not have been registered in compliance with applicable securities laws.

The failure of the Plan sponsor to comply with the registration requirements could result in claims for rescission by Plan participants under applicable securities laws. However, the Plan sponsor believes that such claims would be subject to a one-year statute of limitations period. As there were no shares of the Plan sponsor transferred to Plan participants in the last twelve months, the Plan sponsor believes that it will not be liable for rescission to any Plan participants. However, the Plan sponsor could be subject to administrative penalties in connection with these matters. See Note 9.

 

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Table of Contents

Intertape Polymer Corp. USA

Employees’ Stock Ownership and Retirement Savings Plan

Notes to Financial Statements (continued)

December 31, 2010 and 2009

 

 

11 – Reconciliation of Financial Statement to Form 5500

The following is a reconciliation of net assets available for benefits per the financial statements to Form 5500:

 

     December 31,  
     2010      2009  

Net assets available for benefits per the financial statements

   $ 57,382,474       $ 54,288,570   

Participant contributions receivable at December 31, 2009

     —           (88,135
                 

Total net assets per Form 5500

   $ 57,382,474       $ 54,200,435   
                 

The following is a reconciliation of net increase in net assets available for benefits per the financial statements to Form 5500:

 

     Year Ended December 31,  
     2010      2009  

Net increase in net assets available for benefits per the financial statements

   $ 3,093,904       $ 8,972,776   

Participant contributions receivable at December 31, 2008

     —           98,332   

Participant contributions receivable at December 31, 2009

     88,135         (88,135
                 

Net income per Form 5500

   $ 3,182,039       $ 8,982,973   
                 

 

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Table of Contents

Supplemental Schedule

 

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Table of Contents

Intertape Polymer Corp. USA

Employees’ Stock Ownership and Retirement Savings Plan

Schedule H, Line 4(i) – Schedule of Assets (Held at End of Year)

As of December 31, 2010

 

 

 

(a)

  

(b)

Identity of issuer,

borrower, lessor or

similar party

  

(c)

Description of investment, including

maturity date, rate of interest, collateral,

par, or maturity value

   (e)
Current
Value
 
  

Van Kampen Equity and Income Fund

   Mutual fund    $ 4,670,154   
  

American Funds EuroPacific Growth Fund

   Mutual fund      1,459,645   
  

Columbia Large Cap Index Fund

   Mutual fund      6,142,065   
  

American Funds Capital World Growth and Income Fund

   Mutual fund      2,406,653   
  

Janus Orion Fund

   Mutual fund      1,867,418   
  

American Century Livestrong Income Fund

   Mutual fund      512,415   
  

Columbia Small Cap Value I Fund

   Mutual fund      578,379   
  

American Century Equity Income Fund

   Mutual fund      1,897,021   
  

Baron Growth Fund

   Mutual fund      1,371,390   
  

American Century Livestrong 2015 Fund

   Mutual fund      1,923,906   
  

American Century Livestrong 2025 Fund

   Mutual fund      3,115,705   
  

American Century Livestrong 2035 Fund

   Mutual fund      1,903,149   
  

American Century Livestrong 2045 Fund

   Mutual fund      955,038   
  

Aston Mid Cap Institutional Fund

   Mutual fund      1,593,405   
  

Franklin Growth Fund Share Class A

   Mutual fund      4,764,236   
  

American Century Mid Cap Value Fund

   Mutual fund      3,672,954   
              
           38,833,533   
              
  

Federated Total Return Bond Fund

   Bond fund      2,101,750   
              
  

Stable Asset Fund *

   Bank of America, N.A. collective trust fund      12,555,340 ** 
              
  

Intertape Polymer Group Inc. *

   Intertape Polymer Group Inc. common stock      1,284,309   
              
  

Notes Receivable from Participants *

   Rates from 4.25% to 9.25%, with weekly and bi-weekly payments and maturities through 2019      2,607,542   
              
         $ 57,382,474   
              

 

* - Represents a party-in-interest.
** - Reported at contract value. Fair value is $12,865,877.

 

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Table of Contents

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

INTERTAPE POLYMER CORP. INC. USA

EMPLOYEES’ STOCK OWNERSHIP AND

RETIREMENT SAVINGS PLAN

By:   Intertape Polymer Corp., Plan Administrator
By:  

/s/ Burgess H. Hildreth

  Burgess H. Hildreth, Vice President

Date: June 27, 2011

 

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Table of Contents

EXHIBIT INDEX

 

Exhibit
Number

  

Exhibit Description

23.1    Consent of Grant Thornton LLP – Independent Registered Public Accounting Firm
99.1    First Amendment to the Intertape Polymer Corp. USA Employees’ Stock Ownership and Retirement Savings Plan
99.2    Second Amendment to the Intertape Polymer Corp. USA Employees’ Stock Ownership and Retirement Savings Plan
99.3    Third Amendment to the Intertape Polymer Corp. USA Employees’ Stock Ownership and Retirement Savings Plan

 

- 22 -

EX-23.1 2 dex231.htm CONSENT OF GRANT THORNTON LLP - INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Consent of Grant Thornton LLP - Independent Registered Public Accounting Firm

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated June 27, 2011, with respect to the financial statements and supplemental schedule included in the Annual Report of Intertape Polymer Corp. USA Employees’ Stock Ownership and Retirement Savings Plan on Form 11-K for the year ended December 31, 2010. We hereby consent to the incorporation by reference of said report in the Registration Statements of Intertape Polymer Group Inc. on Form S-8 (File Nos. 333-67732 effective August 16, 2001, 333-97961 effective August 12, 2002, 333-108077 effective August 19, 2003 and 333-114954 effective August 28, 2004).

 

/s/ GRANT THORNTON LLP
Tampa, Florida
June 27, 2011
EX-99.1 3 dex991.htm FIRST AMENDMENT First Amendment

Exhibit 99.1

FIRST AMENDMENT

TO THE

INTERTAPE POLYMER CORP. USA EMPLOYEES’

STOCK OWNERSHIP AND RETIREMENT SAVINGS PLAN

This First Amendment to the Intertape Polymer Corp. USA Employees’ Stock Ownership and Retirement Savings Plan is made and entered into by Intertape Polymer Corp. (the “Company”) this 6th day of April, 2009, and is effective as of January 1, 2009.

W I T N E S S E T H:

WHEREAS, the Company has previously adopted the Intertape Polymer Corp. USA Employees’ Stock Ownership and Retirement Savings Plan, as amended (the “Plan”); and

WHEREAS, the Company is authorized and empowered to further amend the Plan; and

WHEREAS, the Company deems it advisable and in the best interests of the Participants to amend the Plan to provide for hardship withdrawals from rollover contributions.

NOW, THEREFORE, the following new Section 9.4 is added to Article IX of the Plan:

9.4    Withdrawals of Rollover Contributions. A Participant who is employed by an Employer may apply in writing to the Plan Administrator for the withdrawal of all or a portion of his Rollover Account in a manner consistent with the provisions of Article VIII. A withdrawal by a Participant pursuant to this section 9.4 shall be permitted once during any twelve-month period. The Plan Administrator shall establish uniform and nondiscriminatory rules and procedures regarding the withdrawal of benefits as required in order to administer this section 9.4.

IN WITNESS WHEREOF, this First Amendment has been executed and is effective as of the date set forth hereinabove

 

INTERTAPE POLYMER CORP.
By:  

/s/ Burgess H. Hildreth

Title:  

Vice President

EX-99.2 4 dex992.htm SECOND AMENDMENT Second Amendment

Exhibit 99.2

SECOND AMENDMENT

TO THE

INTERTAPE POLYMER CORP. USA EMPLOYEES’

STOCK OWNERSHIP AND RETIREMENT SAVINGS PLAN

This Second Amendment to the Intertape Polymer Corp. USA Employees’ Stock Ownership and Retirement Savings Plan is made and entered into by Intertape Polymer Corp. (the “Company”) this 8th day of December, 2009, but is effective as of January 1, 2009, unless otherwise noted herein.

W I T N E S S E T H:

WHEREAS, the Company has previously adopted the Intertape Polymer Corp. USA Employees’ Stock Ownership and Retirement Savings Plan, which has been amended from time to time (as amended, the “Plan”); and

WHEREAS, the Company is authorized and empowered to further amend the Plan; and

WHEREAS, the Company deems it advisable to amend the Plan to make changes as required under the Pension Protection Act of 2006.


NOW, THEREFORE, the Plan is amended as follows:

I.

Section 8.9(b) of Article VIII of the Plan is hereby deleted, in its entirety, and the following is substituted in lieu thereof:

(b) For purposes of this section 8.9, the following terms shall have the following meanings:

(1) An “eligible rollover distribution” is any distribution of all or any portion of the balance to the credit of the distributee, except that an eligible rollover distribution does not include: any distribution that is one of a series of substantially equal periodic payments (made not less frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives (or joint life expectancies) of the distributee and the distributee’s designated beneficiary, or for a specified period of ten (10) years or more; any distribution to the extent such distribution is required under Section 401(a)(9) of the Code; and any hardship withdrawal from the Plan. A portion of a distribution shall not fail to be an eligible rollover distribution merely because the portion consists of after-tax employee contributions which are not includable in gross income. However, such portion may be transferred only to an individual retirement account described in Section 408(a) of the Code, an individual retirement annuity described in Section 408(b) of the Code, to a qualified defined contribution plan described in Sections 401(a) or 403(a) of the Code that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includable in gross income and the portion of such distribution which is not so includable. Notwithstanding the preceding provisions of this subsection (b)(1), an eligible rollover distribution shall not include one or more distributions during a Plan Year with respect to a distributee if the aggregate amount distributed during the Plan Year is less than $200 (or as adjusted under such regulations as may be issued from time to time by the Secretary of the Treasury).

(2) (A) An “eligible retirement plan” is (i) an individual retirement account described in Section 408(a) of the Code; (ii) an individual retirement annuity described in Section 408(b) of the Code; (iii) effective as of January 1, 2008, a Roth IRA described in Section 408A of the Code; provided that, for taxable years beginning before January 1, 2010, a Roth IRA is not an eligible retirement plan if a distributee’s adjusted gross income for the tax year in which the distribution occurs exceeds $100,000 or if a married distributee files a separate return; (iv) an annuity plan described in Section 403(a) of the Code; (v) an annuity contract described in Section 403(b) of the Code; (vi) an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for the amounts transferred into such plan from this Plan; or (vii) a qualified trust described in Section 401(a) of the Code that accepts the distributee’s eligible rollover distribution.


(B) The definition of eligible retirement plan as listed in subsections (A)(i) through (vii) above shall also apply in the case of a distribution to a surviving spouse, or to a spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Code. Effective for distributions made on or after January 1, 2007, the definition of eligible retirement plan shall be limited to plans listed in subsections (A)(i), (A)(ii), and (A)(iii) (if such plans satisfy the requirements of an inherited IRA within the meaning of Section 408(d)(3)(C) of the Code) for distributions to a designated beneficiary (within the meaning of Section 401(a)(9)(E) of the Code).

(3) A “distributee” includes an Employee or former Employee. In addition, the Employee’s or former Employee’s surviving spouse and the Employee’s or former Employee’s spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Code, are distributees with regard to the interest of the spouse or former spouse. Effective for distributions made on or after January 1, 2007, a distributee also includes a designated beneficiary (within the meaning of Section 401(a)(9)(E) of the Code) with regard to the interest of the designated beneficiary.

(4) A “direct rollover” is a direct payment by the Plan to the eligible retirement plan specified by the distributee.

II.

Section 9.4 of Article IX of the Plan is hereby deleted, in its entirety, and the following is substituted in lieu thereof:

9.4 Withdrawals of Rollover Contributions. A Participant who is employed by an Employer may apply in writing to the Plan Administrator for the withdrawal of all or a portion of his Rollover Account in a manner consistent with the provisions of Article VIII. The Plan Administrator shall establish uniform and nondiscriminatory rules and procedures regarding the withdrawal of benefits as required in order to administer this section 9.4.


III.

Section 13.4(d) of Article XIII of the Plan is hereby deleted, in its entirety, and the following is substituted in lieu thereof:

(d) Following a termination, complete or partial, and after payment of all expenses and adjustments of individual accounts to reflect such expenses and other changes in the value of the Trust Fund, each affected Participant (or the beneficiary of any such Participant) shall be entitled to receive a distribution of the amounts then credited to his Accounts in accordance with the provisions of Article VIII; provided that no successor defined contribution plan (other than an employee stock option plan, a simplified employee pension plan, a 403(b) plan, A SIMPLE IRA or a 457 plan) has been established within twelve (12) months after final distribution of assets. In the event of a partial plan termination, affected Participants only include Participants who have incurred an Employer-initiated severance from employment within the applicable period.

IN WITNESS WHEREOF, this Second Amendment has been executed and is effective as of the dates set forth above.

 

INTERTAPE POLYMER CORP.
By:  

/s/ Burgess H. Hildreth

Title:  

Vice President

EX-99.3 5 dex993.htm THIRD AMENDMENT Third Amendment

Exhibit 99.3

THIRD AMENDMENT

TO THE

INTERTAPE POLYMER CORP.

USA EMPLOYEES’ STOCK OWNERSHIP AND RETIREMENT SAVINGS PLAN

This Third Amendment to the Intertape Polymer Corp. USA Employees’ Stock Ownership and Retirement Savings Plan is made and entered into by Intertape Polymer Corp. (the “Company”), effective as of the dates set forth herein.

W I T N E S S E T H:

WHEREAS, the Company has previously adopted the Intertape Polymer Corp. USA Employees’ Stock Ownership and Retirement Savings Plan, which has been amended from time to time (as amended, the “Plan”); and

WHEREAS, the Company is authorized and empowered to further amend the Plan; and

WHEREAS, the Company deems it advisable to amend the Plan to make changes as required and permitted under the Heroes Earnings Assistance and Relief Tax Act of 2008, and to address modifications to the Plan’s requirements for calendar year 2009 required minimum distributions.

NOW, THEREFORE, the Plan is amended as follows:

I.

A new section 1.67(a)(2)(E) is added to Article I of the Plan to read as follows:

(E) effective for amounts paid after December 31, 2008, military differential wage payments (as described in Section 3401(h) of the Code).

II.

Effective October 1, 2010, section 5.1(d)(3) of Article V of the Plan is hereby deleted, in its entirety, and the following is substituted in lieu thereof:

(3) In the event that a Participant receives a hardship withdrawal pursuant to section 9.1 or a military service withdrawal pursuant to section 9.5, such Participant shall not be permitted to make any further elective 2 contributions for a period of six (6) months following the date of such withdrawal pursuant to section 9.1 or 9.5.


III.

Section 7.4(a) of Article VII of the Plan is hereby deleted, in its entirety, and the following is substituted in lieu thereof:

(a) In the event of the death of a Participant (1) while actively employed by an Employer or (2) on or after January 1, 2007, while performing qualified military service (as defined in Section 414(u)(5) of the Code) and entitled to reemployment under the requirements of USERRA, the Participant’s beneficiary shall be entitled to a death benefit in an amount equal to 100% of the balance in such Participant’s Accounts, which shall be calculated as of the Valuation Date immediately preceding or concurring with the date of his death, plus the amount of any contributions allocated subsequent to such Valuation Date.

IV.

Effective as of January 1, 2009, the following new Section 8.5(b) is hereby added to Article VIII of the Plan:

(b) (1) For Participants who otherwise would receive a required minimum distribution installment for the 2009 calendar year (“the 2009 RMD”) in an amount otherwise required by subsection (a), the Plan will not distribute the 2009 RMD to the Participant unless the Participant elects to receive the 2009 RMD, as permitted by this subsection (b).

(2) A distribution made under subsection (b)(1) shall be an eligible rollover distribution for purposes of the direct rollover rules of Section 401(a)(31) of the Code, the notice requirements of Section 402(f) of the Code, or the 20% withholding requirement of Section 3405(c) of the Code.

(3) The required beginning date with respect to any Participant will be determined without regard to this subsection (b) for purposes of applying subsection (a) for distribution calendar years other than 2009; and, if the 5-year rule described in subsections (a)(2)(B)(iii) and (a)(4)(B)(ii) apply, the 5-year period described therein shall be determined without regard to calendar year 2009.

(4) This subsection (b) does not affect lump sum distributions or other distributions determined without regard to subsection (a). 3


V.

The following new Section 9.5 is hereby added to Article IX of the Plan:

9.5 Military Service Withdrawals.

(a) Effective as of October 1, 2010, during any period that a Participant is performing service in the uniformed services (as defined in Chapter 43 of the Title 38, United States Code) while on active duty for a period of more than 30 days, such Participant will be deemed to have incurred a severance from employment solely for the purpose of receiving a distribution of elective contributions and may apply in writing to the Plan Administrator for a single sum distribution of any portion of his Elective Contribution Account in a manner consistent with the provisions of Article VIII.

(b) After a withdrawal as provided in subsection (a), the Participant’s elective contributions to the Plan and to any other plan maintained by an Employer or an Affiliate will be suspended and he will no longer be permitted to make further elective contributions to the Plan or to any other plan maintained by an Employer or an Affiliate until the expiration of six (6) months from the date of such withdrawal. For this purpose, the phrase “any other plan maintained by an Employer or an Affiliate” means all qualified and nonqualified plans of deferred compensation maintained by an Employer or an Affiliate, including a stock option, stock purchase or similar plan.

IN WITNESS WHEREOF, this Third Amendment has been executed this 2nd day of September, 2010, and is effective as of the dates set forth above.

 

INTERTAPE POLYMER CORP.

By:

 

/s/ Burgess H. Hildreth

Title:

 

Vice President