EX-10.2






Exhibit 10.2




IMATION CORP.




DIRECTORS COMPENSATION PROGRAM

EFFECTIVE MAY 4, 2005

(As amended May 6, 2009)




SECTION 1. PURPOSE




     (a) The purpose of the Program is to attract and retain well-qualified persons for service as
nonemployee directors of the Company and to promote identity of interest between directors and
stockholders of the Company. The Program is designed and intended to comply with Rule 16b-3 under
the Securities Exchange Act of 1934, as amended, as such Rule may be amended from time to time, and
shall be interpreted in a manner consistent with the requirements thereof, as now or hereafter
construed, interpreted and applied by regulations, rulings and cases.



     (b) The Program is also intended to comply in form and operation with the requirements of
Section 409A of the Code, or an exception thereto.



SECTION 2. DEFINITIONS




     The following words and phrases have the meaning indicated below, unless the context clearly
indicates otherwise.



     (a) “Affiliate” means any entity that, together with the Company, is treated as a single
employer under Code section 414(b) or (c). For purposes of determining whether a Termination of
Employment has occurred, the term Affiliate will be determined by applying Code section
1563(a)((1), (2) and (3) for purposes of determining a controlled group of corporations under Code
section 414(b) and in applying Treas. Reg. Section 1.414(c)-2 for purposes of determining trades or
businesses that are under common control for purposes of Code section 414(c), the phrase “at least
50 percent” will be used instead of “at least 80 percent” each place it appears.



     (b) “Accounting Date” means the first business day following the annual meeting of
stockholders of the Company, or, if no annual meeting is held during a calendar year, it means
December 31.



     (c) “Basic Fee” means the annual retainer payable to an Eligible Director at the annual rate
in effect on the Accounting Date for such Eligible Director’s services on the Board (exclusive of
any Chairperson Fee, Non-Executive Chairman Fee or Meeting Fees.)



     (d) “Board” means the Board of Directors of the Company.



     (e) “Chairperson Fee” means the annual retainer payable to an Eligible Director at the annual
rate in effect on the Accounting Date for such Eligible Director’s services as the chairperson of
any committee of the Board.




 









 








     (f) “Change in Control” has the meaning given it in Section 8(b) to the extent it is
consistent with and satisfies the definition of “Change of Control” under Code section 409A.



     (g) “Change in Control Price” of the Common Stock shall equal the higher of (i) if applicable,
the price paid for the Common Stock in the transaction constituting a Change in Control and (ii)
the Fair Market Value of the Common Stock as of the last trading day preceding the date of the
Change in Control.



     (h) “Code” means the Internal Revenue Code of 1986, as amended, and any applicable regulations
or binding rules promulgated thereunder.



     (i) “Committee” means the Compensation Committee of the Board.



     (j) “Common Stock” means the common stock, par value $.01 per share, of the Company.



     (k) “Company” means Imation Corp.



     (l) “Dividend Equivalent Credit” has the meaning given it in Section 7(b).



     (m) “Election Form” means the Election Form attached as Exhibit B hereto or such other form as
may be deemed acceptable by the Secretary of the Company from time to time.



     (n) “Eligible Director” means each member of the Board who is not at the time of reference an
employee of the Company or any of its subsidiaries.



     (o) “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     (p) “Fair Market Value” as of any date means, the fair market value as defined under the Stock
Plan.



     (q) “Meeting Fees” means the amounts payable to an Eligible Director in arrears on any
Quarterly Payment Date for attendance at meetings or participation in teleconferences of the Board
or any committee of the Board (exclusive of any Basic Fee, Chairperson Fee or Non-Executive
Chairman Fee).



     (r) “Non-Executive Chairman Fee” means the annual retainer payable to the Eligible Director
who is selected to be the Non-Executive Chairman at the annual rate in effect on the Accounting
Date for such Eligible Director’s services as the Non-Executive Chairman.



     (s) “Program” means the Company’s Directors Compensation Program, as amended from time to
time.



 









 





     (t) “Proration Fraction” means a fraction, the numerator of which is the number of days from
the date an Eligible Director first becomes an Eligible Director to the date of the next succeeding
annual meeting of stockholders and the denominator of which is 365.



     (u) “Quarterly Payment Date” means the date established by the Company from time to time for
payment, in arrears, of all Meeting Fees earned by Eligible Directors during the preceding calendar
quarter, provided such date shall not be later than the fifteenth day of the third month following
the end of such calendar quarter.



     (v) “Restricted Stock Unit” means a right to receive payment of one share of Common Stock in
accordance with the conditions set forth in Section 7 hereof or conditions established by the
Committee.



     (w) “Rule 16b-3” means Rule 16b-3 under the Exchange Act, as such Rule may be amended from
time to time.



     (x) “Separation from Service” means the individual has ceased to be a member of the Board and
has ceased to provide services as an independent contractor (including as a member of any board of
directors) of the Company and all Affiliates, or such other change in status that constitutes a
“separation from service” under Code section 409A.



     (x) “Stock Plan” means the then current stock incentive plan of the Company used to grant
stock based awards to Eligible Directors.



SECTION 3. ADMINISTRATION




     (a) The Program shall be administered by the Committee.



     (b) In administering the Program, it will be necessary to follow various laws and regulations.
It may be necessary from time to time to change or waive requirements of the Program to conform
with the law, to meet special circumstances not anticipated or covered in the Program, or to carry
on successful operation of the Program, and in connection therewith, the Committee shall have the
full power and authority to:




     (i) Prescribe, amend, and rescind rules and regulations relating to the Program,
establish procedures deemed appropriate for its administration, interpret the provisions of
the Program, remedy ambiguities, and make any and all other determinations not herein
specifically authorized which may be necessary or advisable for its effective
administration;




     (ii) Make any amendments to or modifications of the Program which may be required or
necessary to make the Program set forth herein comply with the provisions of any laws,
federal or state, or any regulations issued thereunder, and to cause the Company at its
expense to take any action related to the Program which may be required under such laws or
regulations;



 









 






     (iii) Contest on behalf of the Eligible Directors or the Company, at the sole
discretion of the Committee and at the expense of the Company, any ruling or decision on any
issue related to the Program, and conduct any such contest and any resulting litigation to a
final determination, ruling, or decision; and



     (iv) Grant stock-based awards under the Program, as provided in Section 5 hereof.



     (c) Unless otherwise expressly provided in the Program, all designations, determinations,
interpretations and other decisions under or with respect to the Program 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 Eligible Director or beneficiary, and any employee of the Company.



SECTION 4. FEES/EXPENSES




     (a) Each Eligible Director who is first elected to the Board at, or who continues to serve on
the Board immediately following an annual meeting of stockholders, is entitled to receive a Basic
Fee and a Chairperson Fee for serving as chairperson of a committee of the Board (as applicable).



     (b) Any Eligible Director who is designated as the Non-Executive Chairman is entitled to
receive a Non-Executive Chairman Fee for services as the Non-Executive Chairman.



     (c) Each Eligible Director who joins the Board or becomes a chairperson of a committee of the
Board or Non-Executive Chairman after the annual meeting of stockholders is entitled to receive a
Basic Fee, Chairperson Fee or Non-Executive Chairman Fee (as applicable) multiplied by the
Proration Fraction, as of the date such Eligible Director first becomes an Eligible Director,
chairperson of a committee of the Board or Non-Executive Chairman.



     (d) Each Eligible Director is entitled to receive a Meeting Fee for attendance at a meeting of
the Board or a Committee of the Board or participation in a teleconference in lieu of such meeting.
The Meeting Fees are payable in arrears on the Quarterly Payment Date. Any member of the Board who
interviews a Board candidate shall be entitled to receive compensation in an amount equal to the
Meeting Fee for an in person Board meeting for each such interview.



     (e) The current rate of the Basic Fee, Chairperson Fee, Non-Executive Chairman Fee and Meeting
Fees are set forth on the attached Exhibit A, and may be amended from time to time by the Board or
any committee given responsibility for determining Board of Director compensation.



     (f) Each Eligible Director is entitled to reimbursement for reasonable travel costs of
attending Board and committee meetings and interviews of Board candidates. Such reimbursement shall
be payable in cash after receipt of documentation by the Company from such Eligible Director,
provided reimbursement is made no later than the end of the calendar year following the calendar
year in which the expense was incurred.



 









 





SECTION 5. ANNUAL GRANT OF STOCK BASED AWARD




     (a) Each Eligible Director who is first elected to the Board at, continues to serve on the
Board or is serving as the Non-Executive Chairman of the Board immediately following an annual
meeting of stockholders shall be granted a stock based award (i.e., options, restricted stock,
etc.) as of the date of such meeting in type, proportion and amount to be determined by the
Committee and under, and in accordance with, the terms of the Stock Plan.



     (b) Each Eligible Director who joins the Board after an annual meeting of stockholders, shall
be granted a stock based award pursuant to this Section 5 as of the date such Eligible Director
first becomes an Eligible Director based on the number of whole shares of Common Stock equal to the
number granted other Eligible Directors at the time of the immediately preceding annual meeting of
stockholders, multiplied by the Proration Fraction. An Eligible Director who is appointed the
Non-Executive Chairman of the Board after an annual meeting of stockholders, shall be granted a
stock based award pursuant to this Section 5 as of the date such Eligible Director first becomes
the Non-Executive Chairman of the Board based on the number of whole shares of Common Stock that
were granted at the time of the immediately preceding annual meeting of stockholders, multiplied by
the Proration Fraction.



     (c) Terms and conditions of stock based awards (such as grant price, vesting schedule, etc.)
shall be as determined by the Committee and under, and in accordance with, the terms of the Stock
Plan.



     (d) The amount and composition of the current annual stock based award are set forth on the
attached Exhibit A, which may be amended from time to time by the Board or any committee given
responsibility for determining Board of Director compensation.



SECTION 6. MATCHING GIFT PROGRAM




     Each Eligible Director is entitled to a matching gift from the Company of up to $15,000 per
calendar year to qualifying charitable institutions, prorated for any calendar year that Eligible
Director joins the Board. Each Eligible Director must submit evidence of such gift to the Company
and the Company will send the matching contribution directly to the qualifying charitable
institution on behalf of the Eligible Director.



SECTION 7. ELECTIONS TO RECEIVE COMMON STOCK OR RESTRICTED STOCK UNITS




     (a) Elections.




     (i) Common Stock. Each Eligible Director who is not covered by clause (iii)
below, may elect to receive, in lieu of a cash payment for his or her Basic Fee, Chairperson
Fee, Non-Executive Chairman Fee and/or Meeting Fees (or a portion thereof, as elected by the
Eligible Director), a number of shares of Common Stock (excluding fractional shares, which
shall be paid in cash (or carried over to the next payment if an Eligible Director elects to
be paid all in Common Stock)), which is



 









 







calculated by dividing his or her Basic Fee, Chairperson Fee, Non-Executive Chairman Fee
and/or Meeting Fees (or a portion thereof), by the Fair Market Value of one share of Common
Stock on the Accounting Date or Quarterly Payment Date, as applicable. To be effective, any
such election shall be made by submitting a completed and executed Election Form to the
Secretary of the Company prior to the relevant Accounting Date or Quarterly Payment Date, as
applicable.




     (ii) Restricted Stock Units. Each Eligible Director who is not covered by
clause (iii) below, may elect to receive, in lieu of cash payment for his or her Basic Fee,
Chairperson Fee, Non-Executive Chairman Fee and/or Meeting Fees, Restricted Stock Units
(including fractional Restricted Stock Units) calculated by dividing his or her Basic Fee,
Chairperson Fee, Non-Executive Chairman Fee and/or Meeting Fees (or a portion thereof, as
elected by the Eligible Director) for services to be performed in the following the calendar
year by the Fair Market Value of one share of Common Stock on the Accounting Date or
Quarterly Payment Date, as applicable. To be effective, any such election relating to the
Basic Fee, Chairperson Fee, Non-Executive Chairman Fee or Meeting Fees shall be made by
submitting a completed and executed Election Form to the Secretary of the Company prior to
the calendar year in which the Eligible Director wishes the election to be in effect and
such election shall be irrevocable for such calendar year.




     (iii) New Directors. Each Eligible Director who during the preceding
twenty-four (24) months has not participated in any deferred compensation arrangement of the
Company or any Affiliate that would be treated as a single plan with this Plan under Treas.
Reg. Sec. 1.409A-1(c)(2)(i) and who joins the Board between annual meetings of stockholders
may elect prior to first becoming an Eligible Director to receive, in lieu of cash payment
for his or her Basic Fee, Chairperson Fee and/or Non-Executive Chairman Fee, a number of
            shares of Common Stock (excluding fractional shares, which shall be paid in cash (or carried
over to the next payment if an Eligible Director elects to be paid all in Common Stock))
and/or Restricted Stock Units (including fractional Restricted Stock Units) up to the number
which is calculated by (A) multiplying the sum of his or her Basic Fee, Chairperson Fee,
Non-Executive Chairman Fee (or a portion thereof, as elected by the Eligible Director)
payable with respect to the time prior to the next annual meeting of stockholders which the
Eligible Director is first elected to the Board by the Proration Fraction and (B) dividing
the product resulting from clause (A) by the Fair Market Value of one share of Common Stock
on the date that the Eligible Director becomes an Eligible Director. Each Eligible Director
may also elect to receive, in lieu of cash payment for his or her Meeting Fees (or a portion
thereof, as elected by the Eligible Director), Common Stock (excluding fractional shares,
which shall be paid in cash (or carried over to the next payment if an Eligible Director
elects to be paid all in Common Stock)) Restricted Stock Units (including fractional
Restricted Stock Units) calculated by dividing his or her Meeting Fees (or portion thereof)
by the Fair Market Value of one share of Common Stock on the Quarterly Payment Date. To be
effective, any such election shall be made by submitting a completed and executed Election
Form to the Secretary of the Company prior to the date that the Eligible Director becomes a
Director, and such Election Form shall be irrevocable on the date he or she first becomes an



 









 







Eligible Director for that calendar year with respect to any election (or lack of election)
to receive Restricted Stock Units.



     (b) Restricted Stock Units.




     (i) Account. Upon the grant of Restricted Stock Units to an Eligible Director,
such units shall be credited to an account established for such Eligible Director. A
Restricted Stock Unit shall be treated as granted on the corresponding Accounting Date or
last day of the calendar quarter relating to the fees for which the Restricted Stock Units
are determined. Each Eligible Director shall receive an annual statement showing the number
of Restricted Stock Units that have been credited to the Eligible Director’s account under
the Program.




     (ii) Dividend Equivalent Credits. An Eligible Director’s account shall be
credited with Dividend Equivalent Credits equivalent to the amount of dividends paid by the
Company to holders of outstanding shares of Common Stock based on the number of Restricted
Stock Units credited to the Eligible Director’s account on the dividend record date for
shares of Common Stock. Such Dividend Equivalent Credit shall be converted into an
equivalent number of Restricted Stock Units (including fractional Restricted Stock Units)
based on the fair market value of one share of Common Stock on the related dividend payment
date and such Restricted Stock Units shall be subject to the same distribution timing as the
underlying Restricted Stock Units to which the Dividend Equivalent Credits related. If a
dividend is paid in cash, each Eligible Director shall be credited, as of each applicable
dividend payment date, in accordance with the following formula:



(A X B) / C





     in which “A” equals the number of Restricted Stock Units held by the Eligible Director
on the dividend record date, “B” equals the cash dividend per share and “C” equals the Fair
Market Value per share of Common Stock on the dividend payment date. If a dividend is paid
in property other than cash, Dividend Equivalent Credits shall be credited, as of the
applicable dividend payment date, in accordance with the formula set forth above, except
that “B” shall equal the fair market value per share of the property that the Eligible
Director would have received in respect of the number of shares of Common Stock equal to the
number of Restricted Stock Units held by the Eligible Director as of the dividend record
date, had such shares been owned by the Eligible Director as of the record date for such
dividend.




     (iii) Time of Payment. All payments in respect of an Eligible Director’s
Restricted Stock Units shall be made as soon as practicable but not more than ninety (90)
days following the earlier of (A) the Eligible Director’s death (B) the occurrence of a
Change in Control, and (C) the specific date (including upon the Eligible Director’s
Separation from Service) the Eligible Director has elected to receive payment pursuant to
the applicable Election Form pursuant to which such Eligible Director elected to receive
such Restricted Stock Units in lieu of cash. If distribution is to be made upon a
Separation from Service and the individual is a “specified employee,” as defined under



 









 







Code section 409A, on the date of such Separation from Service, then no distribution will be
made before the date that is six (6) months after the date of the individual’s Separation
from Services, or if earlier, upon his or her death.




     (iv) Form of Payment. Payment in respect of Restricted Stock Units shall be
made in one lump sum payment in the form of shares of Common Stock. For purposes of the
preceding sentence, any payment made upon the occurrence of a Change in Control in full or
partial payment of Restricted Stock Units shall be made in cash in an amount equal the
Change in Control Price multiplied by the number of Restricted Stock Units (including
fractional units).



     (c) Stock Plan.



     All shares of Common Stock and all Restricted Stock Units awarded pursuant to this Section 7
shall be awarded under, and in accordance with, the terms of the Stock Plan. Restricted Stock Units
awarded hereunder shall be considered Other Stock-Based Awards under the Plan.



SECTION 8. CHANGE IN CONTROL




     (a) For purposes of this Section 8, “Act” shall mean the Securities Exchange Act of 1934.



     (b) For purposes of the Program, a “Change in Control” of the Company shall be deemed to have
occurred if any one of the following events shall occur:




     (i) the consummation of a transaction or series of related transactions during a
12-month period in which a person, entity or group (within the meaning of Section 13(d)(3)
or 14(d)(2) of the Act) that owns (after application of the attribution rules of Section 318
of the Code) less than 35% of the combined voting power of the Company’s outstanding voting
stock prior to such transaction or the first of such series of related transactions), other
than the Company or a subsidiary of the Company, or any employee benefit plan of the Company
or a subsidiary of the Company, acquires ownership (after application of the attribution
rules of Section 318 of the Code) of 35% or more of the combined voting power of the
Company’s then outstanding voting stock (other than in connection with a Business
Combination in which clauses (1) and (2) of Section 8(b) (iii) apply); or




     (ii) a majority of the members of the Company’s Board of Directors is replaced during
any 12-month period by directors whose appointment or election is not endorsed by a majority
of the members of the Company’s Board of Directors prior to the date of the election or
appointment; or




     (iii) the consummation of a reorganization, merger, statutory share exchange,
consolidation or similar transaction involving the Company, a sale or other disposition in
a transaction or series of related transactions within a 12-month period of all or
substantially all of the Company’s assets or the issuance by the Company of its stock in



 









 







connection with the acquisition of assets or stock of another entity (each, a “Business
Combination”) in each case unless, following such Business Combination, (1) all or
substantially all of the individuals and entities that were the owners of the Company’s
outstanding voting stock immediately prior to such Business Combination own (after
application of the attribution rules of Section 318 of the Code) immediately after the
transaction or transactions more than 50% of the combined voting power of the then
outstanding voting stock (or comparable equity interests) of the entity resulting from such
Business Combination (including an entity that, as a result of such transaction, owns the
Company or all or substantially all of the Company’s assets either directly or through one
of more subsidiaries), and (2) no person, entity or group (other than a direct or indirect
parent entity of the Company that, after giving effect to the Business Combination,
beneficially owns 100% of the outstanding voting securities (or comparable equity interests)
of the entity resulting from the Business Combination) has acquired, during a 12-month
period, ownership (after application of the attribution rules of Section 318 of the Code) of
35% or more of the combined voting power of the then outstanding voting stock (or comparable
equity interests) of the entity resulting from such Business Combination.



     Notwithstanding anything herein stated, no Change in Control shall be deemed to occur unless
such event constitutes a change in ownership or effective control, or a change in the ownership of
a substantial portion of the assets, of a business under Code section 409A.



SECTION 9. AMENDMENT; TERMINATION




     The Board may at any time and from time to time alter, amend, suspend, or terminate the
Program in whole or in part; provided, however, that no amendment which requires stockholder
approval in order for the exemptions available under Rule 16b-3 to be applicable to the Program and
the Eligible Directors shall be effective unless the same shall be approved by the stockholders of
the Company entitled to vote thereon.



SECTION 10. RIGHTS OF ELIGIBLE DIRECTORS




     Nothing contained in the Program or with respect to any grant shall interfere with or limit in
any way the right of the stockholders of the Company to remove any Eligible Director from the Board
pursuant to the bylaws of the Company, nor confer upon any Eligible Director any right to continue
in the service of the Company as a director.



SECTION 11. GENERAL RESTRICTIONS




     (a) Investment Representations. The Company may require any Eligible Director to whom
Common Stock is issued, as a condition of receiving such Common Stock, to give written assurances
in substance and form satisfactory to the Company and its counsel to the effect that such person is
acquiring the Common Stock for his or her own account for investment and not with any present
intention of selling or otherwise distributing the same, and to such other effects as the Company
deems necessary or appropriate in order to comply with federal and applicable state securities
laws.



 









 





     (b) Compliance with Securities Laws. Each issuance shall be subject to the requirement
that, if at any time counsel to the Company shall determine that the listing, registration or
qualification of the shares upon any securities exchange or under any state or federal law, or the
consent or approval of any governmental or regulatory body, is necessary as a condition of, or in
connection with, the issuance of shares thereunder, such issuance may not be accepted or exercised
in whole or in part unless such listing, registration, qualification, consent or approval shall
have been effected or obtained on conditions acceptable to the Committee. Nothing herein shall be
deemed to require the Company to apply for or to obtain such listing, registration or
qualification.



     (c) Nontransferability. Except as otherwise provided by the Committee, Restricted
Stock Units under this Program shall not be transferable by an Eligible Director other than by the
laws of descent and distribution.



     (d) No Acceleration of Distribution of Restricted Stock Units. The distribution of
Restricted Stock Units may not be accelerated, including upon termination of the Program, if such
acceleration would cause the distribution to become subject to tax under Code Section 409A.



SECTION 12. WITHHOLDING




     The Company may defer making payments or delivering shares of Common Stock under the Program
for up to 30 days to ensure that satisfactory arrangements have been made for the payment of any
federal, state or local income or employment taxes that the Company reasonably determines in its
sole discretion are required to be withheld with respect to such payment or delivery.



SECTION 13. GOVERNING LAW




     The Program and all rights hereunder shall be construed in accordance with and governed by the
internal law, and not the law of conflicts, of the State of Delaware.



SECTION 14. UNFUNDED PROGRAM




     The Program shall be unfunded and shall not create (or be construed to create) a trust or a
separate fund or funds. The Program shall not establish any fiduciary relationship between the
Company and any Eligible Director or other person. To the extent any person holds any rights by
virtue of a grant under the Program, such right shall be no greater than the right of an unsecured
general creditor of the Company.



SECTION 15. HEADINGS




     The headings of sections and subsections herein are included solely for convenience of
reference and shall not affect the meaning of any of the provisions of the Program.



 









 





EXHIBIT A

FEES

(as of May 2009)




	 	 	 
	Basic Fee
	 	$50,000
	 
	 	 
	Non-Executive Chairman	 	1.2 times the Basic Fee provided to each
Eligible Director, in addition to the Basic
Fee for service as a member of the Board of
Directors.
	 
	 	 
	Committee Chair
	 	Audit & Finance: $10,000

	 
	 	Compensation:  $7,500

	 
	 	Nominating & Governance: $5,000
	 
	 	 
	Board Meetings/Teleconferences
	 	$1,500/$1,000
	 
	 	 
	Audit & Finance Meetings/Teleconferences
	 	$1,500/$1,000
	 
	 	 
	Compensation Committee
Meetings/Teleconferences
	 	$1,000/$1,000
	 
	 	 
	Nomination & Governance
Meetings/Teleconferences
	 	$1,000/$1,000
	 
	 	 
	Annual Stock Based Grants	 	All Eligible Directors: Dollar value
$105,000 in options and restricted stock,
with 75% as options and 25% as restricted
stock (calculated using Black-Scholes
model)
	 
	 	 
	 	 	Non-Executive Chairman: 1.2 times the
Annual Stock Based Grant provided to each
Eligible Director, with the same division
as between options and restricted stock, in
addition to the Annual Stock Based Grant
for service as a member of the Board of
Directors






 









 






EXHIBIT B




IMATION CORP.

DIRECTORS COMPENSATION PROGRAM

ELECTION FORM




     THIS ELECTION is made by                      (the “Eligible Director”), effective as of the ___ day  of
___, 200_.



     WHEREAS, Imation Corp., a Delaware corporation (the “Company”) has a director compensation
program (the “Program”);



     WHEREAS, the Eligible Director has the option under the Program to receive Common Stock and/or
Restricted Stock Units in lieu of payment of certain cash compensation for service as a director of
the Company;



     NOW, THEREFORE, in accordance with the terms and conditions of the Program, the Eligible
Director hereby agrees as follows:



The Program 




     This Election is entered into pursuant to the Program, which is incorporated herein by
reference and made a part hereof. The Eligible Director hereby acknowledges receipt of a copy of
the Program. All capitalized terms used herein and not otherwise defined shall have the meanings
ascribed to them in the Program.



Basic Fee, Chairperson Fee and Non-Executive Chairman Fee (“Annual Grant”)




     The Basic Fee, Chairperson Fee and Lee Director Fee is payable (and prorated) on the date
first elected to the Board of Directors (if other than at an annual meeting of stockholders).
Thereafter, the Basic Fee, Chairperson Fee and Non-Executive Chairman Fee is payable on each
Accounting Date following the Annual Meeting of Stockholders.



** Special Tax Rules Relating to Election to Receive Restricted Stock Units




     Due to Internal Revenue Code Section 409A relating to the taxation of deferred compensation,
an election to receive Restricted Stock Units under the Program can only be made for services
performed and payments to be received following the calendar year in which the election is made
(e.g., an election made in 2007 is not effective until January 1, 2008). Also, the election must
remain in effect for the ENTIRE calendar year. Any change in or termination of the election can
only be made the year before it is to go in effect (e.g., a change for 2008 must be made before the
end of 2007.)



 









 




     Subject to the terms and conditions of the Program, the Eligible Director hereby elects to
receive the Basic Fee, the Chairperson and Non-Executive Chairman Fee, if applicable, in the
following manner:


BASIC FEE



	 	 	 	 	 
	 

	 	___
	% 	Election to receive Common Stock in lieu of Cash
	 
	 	 	 	 
	 

	 	___
	% 	Election to receive Restricted Stock Units in lieu of Cash**
	 
	 	 	 	 
	 

	 	___
	% 	Election to receive Cash
	Total:

	 	100	% 	 
	 
	 	 	 	 





CHAIRPERSON FEE: (if applicable)



	 	 	 	 	 
	 

	 	___
	% 	Election to receive Common Stock in lieu of Cash
	 
	 	 	 	 
	 

	 	___
	% 	Election to receive Restricted Stock Units in lieu of Cash**
	 
	 	 	 	 
	 

	 	___
	% 	Election to receive Cash
	Total:

	 	100	%	 
	 
	 	 	 	 





MEETING FEES:


     Subject to the terms and conditions of the Program, the Eligible Director elects to receive
Meeting Fees compensation in the following manner, with such fees payable on each Quarterly Payment
Date:



	 	 	 	 	 
	 

	 	___
	% 	Election to receive Common Stock in lieu of Cash
	 
	 	 	 	 
	 

	 	___
	% 	Election to receive Restricted Stock Units in lieu of Cash**
	 
	 	 	 	 
	 

	 	___
	% 	Election to receive Cash
	Total:

	 	100	%	 
	 
	 	 	 	 





NON-EXECUTIVE CHAIRMAN FEE: (if applicable)



	 	 	 	 	 
	 

	 	___
	% 	Election to receive Common Stock in lieu of Cash
	 
	 	 	 	 
	 

	 	___
	% 	Election to receive Restricted Stock Units in lieu of Cash**
	 
	 	 	 	 
	 

	 	___
	% 	Election to receive Cash
	Total:

	 	100	%	 
	 
	 	 	 	 





 








 





DISTRIBUTION ELECTION FOR RESTRICTED STOCK UNITS: (Must be completed if Eligible Director
has made an Election to Receive Restricted Stock Units.)




     The Eligible Director hereby elects to receive payment of his or her Restricted Stock Units on
the earlier to occur of a Change in Control, his or her death or the following date:



	 	 	 
	___

	 	___-year anniversary of the grant date (please specify)
	 
	 	 
	___

	 	The date the Eligible Director incurs a “separation from service” with
Company (within the meaning of Section 409A of the Internal Revenue
Code).
	 
	 	 
	___

	 	Other (please specify date only):                                         






Term of Election 




     This Election will remain in effect until terminated or changed by the Eligible Director
pursuant to written notice to the Secretary of the Company or filing of a new Election Form. Note:
A change or termination of an Election to receive Restricted Stock Units will not become effective
until January 1 of the calendar year following the calendar year the change or termination is filed
with the Secretary of the Company.



     IN WITNESS WHEREOF, the Eligible Director has entered into this Election on the day and year
first above written, and the Company has accepted this Election as of such day and year.



	 	 	 	 	 	 	 
	 	 	ELIGIBLE DIRECTOR	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Signature	 	 
	 
	 	 	 	 	 	 
	 	 	Accepted and Agreed to by IMATION CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title: