exv10w7



 





Exhibit 10.7




IMATION CORP.

2000 STOCK INCENTIVE PLAN

AS AMENDED FEBRUARY 6, 2003




Section 1. Purpose; Effect on Prior Plans.



            (a) Purpose. The purpose of the Imation 2000 Stock Incentive Plan (the
“Plan”) is to promote the interests of Imation Corp. (the “Company”) and its
shareholders by aiding the Company in attracting and retaining employees,
officers, consultants and independent contractors capable of assuring the
future success of the Company, to provide such persons with opportunities for
stock ownership in the Company and to offer such persons other incentives to
put forth maximum efforts for the success of the Company’s business.



            (b) Effect on Prior Plans. From and after the date of shareholder
approval of the Plan, no awards shall be granted under the Company’s 1996
Employee Stock Incentive Plan, but all outstanding awards previously granted
under the 1996 Employee Stock Incentive Plan shall remain outstanding in
accordance with the terms thereof.



Section 2. Definitions.



     As used in the Plan, the following terms shall have the meanings set forth
below:



            (a) “Affiliate” shall mean (i) any entity that, directly or indirectly
through one or more intermediaries, is controlled by the Company and (ii) any
entity in which the Company has a significant equity interest, in each case as
determined by the Committee.



            (b) “Award” shall mean any Option, Stock Appreciation Right, Restricted
Stock, Restricted Stock Unit, Performance Award, Dividend Equivalent or Other
Stock-Based Award granted under the Plan.



            (c) “Award Agreement” shall mean any written agreement, contract or other
instrument or document evidencing an Award granted under the Plan. Each Award
Agreement shall be subject to the applicable terms and conditions of the Plan
and any other terms and conditions (not inconsistent with the Plan) determined
by the Committee.



            (d) “Board” shall mean the Board of Directors of the
Company.



            (e) “Code” shall mean the Internal Revenue Code of 1986, as amended from
time to time, and any regulations promulgated thereunder.



            (f) “Committee” shall mean the Compensation Committee or such other
committee of Directors designated by the Board to administer the Plan. The
Committee shall be comprised of not less than such number of Directors as shall
be required to permit Awards granted under the Plan to qualify under Rule
16b-3, and each member of the Committee shall be
a “Non-Employee Director” within the meaning of Rule 16b-3 and an “outside
director” within the meaning of Section 162(m) of the Code.



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The Company
expects to have the Plan administered in accordance with the requirements for
the award of “qualified performance-based compensation” within the meaning of
Section 162(m) of the Code.




            (g) “Company” shall mean Imation Corp., a Delaware corporation, and any
successor corporation.



            (h) “Director” shall mean a member of the Board.



            (i) “Dividend Equivalent” shall mean any right granted under Section 6(e)
of the Plan.



            (j) “Eligible Person” shall mean any employee, officer, consultant or
independent contractor providing services to the Company or any Affiliate whom
the Committee determines to be an Eligible Person, but shall not include any
non-employee Director.



            (k) “Fair Market Value” shall mean, with respect to any property
(including, without limitation, any Shares or other securities), the fair
market value of such property determined by such methods or procedures as shall
be established from time to time by the Committee. Notwithstanding the
foregoing, the Fair Market Value of Shares as of a given date shall be the last
sale price of the Shares as reported on the New York Stock Exchange Composite
Transactions on such date.



            (l) “Incentive Stock Option” shall mean an option granted under Section
6(a) of the Plan that is intended to meet the requirements of Section 422 of
the Code or any successor provision.



            (m) “Non-Qualified Stock Option” shall mean an option granted under
Section 6(a) of the Plan that is not intended to be an Incentive Stock Option.



            (n) “Option” shall mean an Incentive Stock Option or a Non-Qualified Stock
Option.



            (o) “Other Stock-Based Award” shall mean any right granted under Section
6(f) of the Plan.



            (p) “Participant” shall mean an Eligible Person designated to be granted
an Award under the Plan.



            (q) “Performance Award” shall mean any right granted under Section 6(d) of
the Plan.



            (r) “Person” shall mean any individual, corporation, partnership,
association or trust.



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            (s) “Plan” shall mean the Imation Corp. 2000 Stock Incentive Plan, as
amended from time to time, the provisions of which are set forth herein.



            (t) “Restricted Stock” shall mean any Shares granted under Section 6(c) of
the Plan.



            (u) “Restricted Stock Unit” shall mean any unit granted under Section 6(c)
of the Plan evidencing the right to receive a Share (or a cash payment equal to
the Fair Market Value of a Share) at some future date.



            (v) “Rule 16b-3” shall mean Rule 16b-3 promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended, or
any successor rule or regulation.



            (w) “Shares” shall mean shares of Common Stock, par value $.01 per share,
of the Company or such other securities or property as may become subject to
Awards pursuant to an adjustment made under Section 4(c) of the Plan.



            (x) “Stock Appreciation Right” shall mean any right granted under Section
6(b) of the Plan.



Section 3. Administration.



            (a) Power and Authority of the Committee. The Plan shall be administered
by the Committee. Subject to the express provisions of the Plan and to
applicable law, the Committee shall have full power and authority to: (i)
designate Participants; (ii) determine the type or types of Awards to be
granted to each Participant under the Plan; (iii) determine the number of
Shares to be covered by (or the method by which payments or other rights are to
be calculated in connection with) each Award; (iv) determine the terms and
conditions of any Award or Award Agreement; (v) amend the terms and conditions
of any Award or Award Agreement; (vi) accelerate the exercisability of any
Award or the lapse of restrictions relating to any Award; (vii) determine
whether, to what extent and under what circumstances Awards may be exercised in
cash, Shares, other securities, other Awards or other property, or canceled,
forfeited or suspended; (viii) determine whether, to what extent and under what
circumstances cash, Shares, promissory notes, other securities, other Awards,
other property and other amounts payable with respect to an Award under the
Plan shall be deferred either automatically or at the election of the holder
thereof or the Committee; (ix) interpret and administer the Plan and any
instrument or agreement, including an Award Agreement, relating to the Plan;
(x) establish, amend, suspend or waive such rules and regulations and appoint
such agents as it shall deem appropriate for the proper administration of the
Plan; and (xi) make any other determination and take any other action that the
Committee deems necessary or desirable for the administration of the Plan.
Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations and other decisions under or with respect to
the Plan or any Award shall be within the sole discretion of the Committee, may
be made at any time and shall be final, conclusive and
binding upon any Participant, any holder or beneficiary of any Award and any
employee of the Company or any Affiliate.



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            (b) Delegation. The Committee may delegate its powers and duties under
the Plan to one or more Directors or a committee of Directors, subject to such
terms, conditions and limitations as the Committee may establish in its sole
discretion.



            (c) Power and Authority of the Board of Directors. Notwithstanding
anything to the contrary contained herein, the Board may, at any time and from
time to time, without any further action of the Committee, exercise the powers
and duties of the Committee under the Plan.



Section 4. Shares Available for Awards.



            (a) Shares Available. Subject to adjustment as provided in Section 4(c)
of the Plan, the aggregate number of Shares that may be issued under all Awards
under the Plan shall be 4,000,000. Shares to be issued under the Plan may be
either authorized but unissued Shares, treasury Shares or Shares acquired in
the open market or otherwise. Any Shares that are used by a Participant as
full or partial payment to the Company of the purchase price relating to an
Award, or in connection with the satisfaction of tax obligations relating to an
Award, shall again be available for granting Awards (other than Incentive Stock
Options) under the Plan. In addition, if any Shares covered by an Award or to
which an Award relates are not purchased or are forfeited, or if an Award
otherwise terminates without delivery of any Shares, then the number of Shares
counted against the aggregate number of Shares available under the Plan with
respect to such Award, to the extent of any such forfeiture or termination,
shall again be available for granting Awards under the Plan.



            (b) Accounting for Awards. For purposes of this Section 4, if an Award
entitles the holder thereof to receive or purchase Shares, the number of Shares
covered by such Award or to which such Award relates shall be counted on the
date of grant of such Award against the aggregate number of Shares available
for granting Awards under the Plan.



            (c) Award Limitations Under the Plan. No Eligible Person may be
granted any Award or Awards under the Plan, the value of which Award or Awards
is based solely on an increase in the value of the Shares after the date of
grant of such Award or Awards, for more than 500,000 Shares (subject to
adjustment as provided for in Section 4(d) of the Plan), in the aggregate in
any calendar year. The foregoing annual limitation specifically includes the
grant of any Award or Awards representing “qualified performance-based
compensation” within the meaning of Section 162(m) of the Code.



            (d) Adjustments. In the event that the Committee shall determine that any
dividend or other distribution (whether in the form of cash, Shares, other
securities or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase or exchange of Shares or other securities of the Company, issuance
of warrants or other rights to purchase Shares



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or other securities of the
Company or other similar corporate transaction or event affects the Shares such
that an adjustment is determined by the Committee to be appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be
made available under the Plan, then the Committee shall, in such manner as it
may deem equitable, adjust any or all of (i) the number and type of Shares (or
other securities or other property) that thereafter may be made the subject of
Awards, (ii) the number and type of Shares (or other securities or other
property) subject to outstanding Awards and (iii) the purchase or exercise
price with respect to any Award; provided, however, that the number of Shares
covered by any Award or to which such Award relates shall always be a whole
number.




Section 5. Eligibility.



     Any Eligible Person shall be eligible to be designated a Participant. In
determining which Eligible Persons shall receive an Award and the terms of any
Award, the Committee may take into account the nature of the services rendered
by the respective Eligible Persons, their present and potential contributions
to the success of the Company or such other factors as the Committee, in its
discretion, shall deem relevant. Notwithstanding the foregoing, an Incentive
Stock Option may only be granted to full-time or part-time employees (which
term as used herein includes, without limitation, officers and Directors who
are also employees), and an Incentive Stock Option shall not be granted to an
employee of an Affiliate unless such Affiliate is also a “subsidiary
corporation” of the Company within the meaning of Section 424(f) of the Code or
any successor provision.



Section 6. Awards.



            (a) Options. The Committee is hereby authorized to grant Options to
Eligible Persons with the following terms and conditions and with such
additional terms and conditions not inconsistent with the provisions of the
Plan as the Committee shall determine:



                   (i) Exercise Price. The purchase price per Share purchasable under an
Incentive Stock Option shall be equal to 100% of the Fair Market Value of a
Share on the date of grant of such Option. Non-Qualified Stock Options may
have a purchase price equal to or more or less than 100% of Fair Market Value,
as determined by and at the sole discretion of the Committee.



                   (ii) Option Term. The term of each Option shall be fixed by the
Committee.



                   (iii) Time and Method of Exercise. The Committee shall determine the time
or times at which an Option may be exercised in whole or in part and the method
or methods by which, and the form or forms (including, without limitation,
cash, Shares, promissory notes, other securities, other Awards or other
property, or any combination thereof, having a Fair Market Value on the
exercise date equal to the applicable exercise price) in which, payment of the
exercise price with respect thereto may be made or deemed to have been made.



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            (b) Stock Appreciation Rights. The Committee is hereby authorized to
grant Stock Appreciation Rights to Eligible Persons subject to the terms of the
Plan and any applicable Award Agreement. A Stock Appreciation Right granted
under the Plan shall confer on the holder thereof a right to receive upon
exercise thereof the excess of (i) the Fair Market Value of one Share on the
date of exercise (or, if the Committee shall so determine, at any time during a
specified period before or after the date of exercise) over (ii) the grant
price of the Stock Appreciation Right as specified by the Committee, which
price shall not be less than 100% of the Fair Market Value of one Share on the
date of grant of the Stock Appreciation Right. Subject to the terms of the
Plan and any applicable Award Agreement, the grant price, term, methods of
exercise, dates of exercise, methods of settlement and any other terms and
conditions of any Stock Appreciation Right shall be as determined by the
Committee. The Committee may impose such conditions or restrictions on the
exercise of any Stock Appreciation Right as it may deem appropriate.



            (c) Restricted Stock and Restricted Stock Units. The Committee is hereby
authorized to grant Restricted Stock and Restricted Stock Units to Eligible
Persons with the following terms and conditions and with such additional terms
and conditions not inconsistent with the provisions of the Plan as the
Committee shall determine:



                   (i) Restrictions. Shares of Restricted Stock and Restricted Stock Units
shall be subject to such restrictions as the Committee may impose (including,
without limitation, a waiver by the Participant of the right to vote or to
receive any dividend or other right or property with respect thereto), which
restrictions may lapse separately or in combination at such time or times, in
such installments or otherwise as the Committee may deem appropriate.



                   (ii) Stock Certificates; Delivery of Shares. Any Restricted Stock granted
under the Plan shall be issued and held by the Company or held in nominee name
by the stock transfer agent or brokerage service selected by the Company to
provide such services for the Plan. No stock certificates evidencing such
Restricted Stock shall be issued to the Participant prior to the lapse or
waiver of restrictions applicable to such Restricted Stock. Stock certificates
registered in the name of the Participant shall be delivered to the Participant
promptly after the applicable restrictions lapse or are waived. In the case of
Restricted Stock Units, no Shares shall be issued at the time such Awards are
granted. Upon the lapse or waiver of restrictions and the restricted period
relating to Restricted Stock Units evidencing the right to receive Shares, such
Shares shall be issued and delivered to the holder of the Restricted Stock
Units.



                   (iii) Forfeiture. Except as otherwise determined by the Committee, upon a
Participant’s termination of employment (as determined under criteria
established by the Committee) during the applicable restriction period, all
Shares of Restricted Stock and all Restricted Stock Units held by the
Participant at such time shall be forfeited and reacquired by the Company;
provided, however, that the Committee may, when it finds that a waiver would be
in the best interest of the Company, waive in whole or in part any or all
remaining restrictions with respect to Shares of Restricted Stock or Restricted
Stock Units.



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            (d) Performance Awards. The Committee is hereby authorized to grant
Performance Awards to Eligible Persons subject to the terms of the Plan and any
applicable Award Agreement. A Performance Award granted under the Plan (i) may
be denominated or payable in cash, Shares (including, without limitation,
Restricted Stock and Restricted Stock Units), other securities, other Awards or
other property and (ii) shall confer on the holder thereof the right to receive
payments, in whole or in part, upon the achievement of such performance goals
during such performance periods as the Committee shall establish. Subject to
the terms of the Plan and any applicable Award Agreement, the performance goals
to be achieved during any performance period, the length of any performance
period, the amount of any Performance Award granted, the amount of any payment
or transfer to be made pursuant to any Performance Award and any other terms
and conditions of any Performance Award shall be determined by the Committee.



            (e) Dividend Equivalents. The Committee is hereby authorized to grant to
Eligible Persons Dividend Equivalents under which the Participant shall be
entitled to receive payments (in cash, Shares, other securities, other Awards
or other property as determined in the discretion of the Committee) equivalent
to the amount of cash dividends paid by the Company to holders of Shares with
respect to a number of Shares determined by the Committee. Subject to the
terms of the Plan and any applicable Award Agreement, such Dividend Equivalents
may have such terms and conditions as the Committee shall determine.



            (f) Other Stock-Based Awards. The Committee is hereby authorized to grant
to Eligible Persons, subject to the terms of the Plan and any applicable Award
Agreement, such other Awards that are denominated or payable in, valued in
whole or in part by reference to, or otherwise based on or related to, Shares
(including, without limitation, securities convertible into Shares), as are
deemed by the Committee to be consistent with the purpose of the Plan. Shares
or other securities delivered pursuant to a purchase right granted under this
Section 6(f) shall be purchased for such consideration, which may be paid by
such method or methods and in such form or forms (including, without
limitation, cash, Shares, promissory notes, other securities, other Awards or
other property, or any combination thereof), as the Committee shall determine,
the value of which consideration, as established by the Committee, shall not be
less than 100% of the Fair Market Value of such Shares or other securities as
of the date such purchase right is granted.



            (g) General.



                   (i) No Cash Consideration for Awards. Awards shall be granted for no cash
consideration or for such minimal cash consideration as may be required by
applicable law.



                   (ii) Awards May Be Granted Separately or Together. Awards may, in the
discretion of the Committee, be granted either alone or in addition to, in
tandem with or in substitution for any other Award or any award granted under
any plan of the Company or any Affiliate other than the Plan. Awards granted
in addition to or in tandem with other Awards or in addition to or in tandem
with awards granted under any such other plan of the Company or any
Affiliate may be granted either at the same time as or at a different time from
the grant of such other Awards or awards.



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                   (iii) Forms of Payment under Awards. Subject to the terms of the Plan and
any applicable Award Agreement, payments or transfers to be made by the Company
or an Affiliate upon the grant, exercise or payment of an Award may be made in
such form or forms as the Committee shall determine (including, without
limitation, cash, Shares, promissory notes, other securities, other Awards or
other property, or any combination thereof) and may be made in a single payment
or transfer, in installments or on a deferred basis, in each case in accordance
with rules and procedures established by the Committee. Such rules and
procedures may include, without limitation, provisions for the payment or
crediting of reasonable interest on installment or deferred payments or the
grant or crediting of Dividend Equivalents with respect to installment or
deferred payments.



                   (iv) Limits on Transfer of Awards. No Award and no right under any such
Award shall be transferable by a Participant other than by will or by the laws
of descent and distribution; provided, however, that, if so determined by the
Committee, a Participant may, in the manner established by the Committee,
transfer Options (other than Incentive Stock Options) or designate a
beneficiary or beneficiaries to exercise the rights of the Participant and
receive any property distributable with respect to any Award upon the death of
the Participant. Each Award or right under any Award shall be exercisable
during the Participant’s lifetime only by the Participant (except as otherwise
provided in an Award Agreement or amendment thereto relating to a Non-Qualified
Stock Option pursuant to terms determined by the Committee) or, if permissible
under applicable law, by the Participant’s guardian or legal representative.
No Award or right under any such Award may be pledged, alienated, attached or
otherwise encumbered, and any purported pledge, alienation, attachment or
encumbrance thereof shall be void and unenforceable against the Company or any
Affiliate.



                   (v) Term of Awards. The term of each Award shall be for such period as
may be determined by the Committee.



                   (vi) Restrictions; Securities Exchange Listing. All Shares or other
securities delivered under the Plan pursuant to any Award or the exercise
thereof shall be subject to such restrictions as the Committee may deem
advisable under the Plan, applicable federal or state securities laws and
regulatory requirements, and the Committee may cause appropriate entries to be
made or legends to be placed on the certificates for such Shares or other
securities to reflect such restrictions. If the Shares or other securities of
the Company are traded on a securities exchange, the Company shall not be
required to deliver any Shares or other securities covered by an Award unless
and until such Shares or other securities have been admitted for trading on
such securities exchange.



Section 7. Amendment and Termination; Adjustments.



            (a) Amendments to the Plan. The Board of Directors of the Company may
amend, alter, suspend, discontinue or terminate the Plan; provided, however,
that,
notwithstanding any other provision of the Plan or any Award Agreement, prior
approval of the stockholders of the Company shall be required for any amendment
to the Plan that requires stockholder approval under the rules or regulations
of New York Stock Exchange, or to comply with section 16(b) of the Securities
Exchange Act of 1934, as amended.



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            (b) Amendments to Awards. Subject to the provisions of the Plan, the
Committee may waive any conditions of or rights of the Company under any
outstanding Award, prospectively or retroactively. Except as otherwise
provided herein or in an Award Agreement, the Committee may not amend, alter,
suspend, discontinue or terminate any outstanding Award, prospectively or
retroactively, if such action would adversely affect the rights of the holder
of such Award, without the consent of the Participant or holder or beneficiary
thereof.



            (c) Correction of Defects, Omissions and Inconsistencies. The Committee
may correct any defect, supply any omission or reconcile any inconsistency in
the Plan or any Award in the manner and to the extent it shall deem desirable
to carry the Plan into effect.



Section 8. Income Tax Withholding.



     In order to comply with all applicable federal, state or local income tax
laws or regulations, the Company may take such action as it deems appropriate
to ensure that all applicable federal, state or local payroll, withholding,
income or other taxes, which are the sole and absolute responsibility of a
Participant, are withheld or collected from such Participant. In order to
assist a Participant in paying all or a portion of the federal and state taxes
to be withheld or collected upon exercise or receipt of (or the lapse of
restrictions relating to) an Award, the Committee, in its discretion and
subject to such additional terms and conditions as it may adopt, may permit the
Participant to satisfy such tax obligation by (a) electing to have the Company
withhold a portion of the Shares otherwise to be delivered upon exercise or
receipt of (or the lapse of restrictions relating to) such Award with a Fair
Market Value equal to the amount of such taxes or (b) delivering to the Company
Shares other than Shares issuable upon exercise or receipt of (or the lapse of
restrictions relating to) such Award with a Fair Market Value equal to the
amount of such taxes. The election, if any, must be made on or before the date
that the amount of tax to be withheld is determined.



Section 9. General Provisions.



            (a) No Rights to Awards. No Eligible Person, Participant or other Person
shall have any claim to be granted any Award under the Plan, and there is no
obligation for uniformity of treatment of Eligible Persons, Participants or
holders or beneficiaries of Awards under the Plan. The terms and conditions of
Awards need not be the same with respect to any Participant or with respect to
different Participants.



            (b) Award Agreements. No Participant shall have rights under an Award
granted to such Participant unless and until an Award Agreement shall have been
duly executed on behalf of the Company and, if requested by the Company, signed
by the Participant.



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            (c) No Rights of Shareholders. Except with respect to Restricted Stock,
neither a Participant nor the Participant’s legal representative shall be, or
have any of the rights and privileges of, a shareholder of the Company in
respect of any Shares issuable upon the exercise or payment of any Award, in
whole or in part, unless and until the Shares have been issued.



            (d) No Limit on Other Compensation Plans or Arrangements. Nothing
contained in the Plan shall prevent the Company or any Affiliate from adopting
or continuing in effect other or additional compensation plans or arrangements,
and such plans or arrangements may be either generally applicable or applicable
only in specific cases.



            (e) No Right to Employment. The grant of an Award shall not be construed
as giving a Participant the right to be retained in the employ of the Company
or any Affiliate, nor will it affect in any way the right of the Company or an
Affiliate to terminate such employment at any time, with or without cause. In
addition, the Company or an Affiliate may at any time dismiss a Participant
from employment free from any liability or any claim under the Plan or any
Award, unless otherwise expressly provided in the Plan or in any Award
Agreement.



            (f) Governing Law. The internal law, and not the law of conflicts, of the
State of Delaware shall govern all questions concerning the validity,
construction and effect of the Plan and any rules and regulations relating to
the Plan or any Award.



            (g) Severability. If any provision of the Plan or any Award is or becomes
or is deemed to be invalid, illegal or unenforceable in any jurisdiction or
would disqualify the Plan or any Award under any law deemed applicable by the
Committee, such provision shall be construed or deemed amended to conform to
applicable laws, or if it cannot be so construed or deemed amended without, in
the determination of the Committee, materially altering the purpose or intent
of the Plan or the Award, such provision shall be stricken as to such
jurisdiction or Award, and the remainder of the Plan or any such Award shall
remain in full force and effect.



            (h) No Trust or Fund Created. Neither the Plan nor any Award shall create
or be construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Company or any Affiliate and a Participant or any
other Person. To the extent that any Person acquires a right to receive
payments from the Company or any Affiliate pursuant to an Award, such right
shall be no greater than the right of any unsecured general creditor of the
Company or any Affiliate.



            (i) No Fractional Shares. No fractional Shares shall be issued or
delivered pursuant to the Plan or any Award, and the Committee shall determine
whether cash shall be paid in lieu of any fractional Share or whether such
fractional Share and any rights thereto shall be canceled, terminated or
otherwise eliminated.



            (j) Headings. Headings are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall not
be deemed in any way material or relevant to the construction or interpretation
of the Plan or any provision thereof.



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Section 10. Term of the Plan.



     The Plan shall terminate ten (10) years after the date of the initial
grants or awards under the Plan. However, unless otherwise expressly provided
in the Plan or in an applicable Award Agreement, any Award theretofore granted
may extend beyond such date, and the authority of the Committee provided for
hereunder with respect to the Plan and any Awards, and the authority of the
Board of Directors of the Company to amend the Plan, shall extend beyond that
date.




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