Prepared by MerrillDirect





EXHIBIT 10.1


 


SEPARATION
AGREEMENT


             This Separation Agreement (“Agreement”) is made and
entered into between Steven Ladwig (“Employee”) and Imation Corp. (“Imation”).


             WHEREAS, Imation and Employee entered into an Amended
and Restated Severance Agreement, dated February 21, 2001 (“Severance
Agreement”); and


             WHEREAS, under the terms of the Severance Agreement,
Imation is required to make certain payments and provide certain benefits to
Employee in the event that Imation ends Employee’s employment relationship for
any reason other than “Cause” or in the event that Employee ends his employment
relationship with Imation for “Good Reason,” as those terms are defined in the
Severance Agreement; and


             WHEREAS, Employee has accepted the position of CEO of
Retek, Inc. and wishes voluntarily to end his employment at Imation; and


             WHEREAS, Imation wishes to have Employee remain employed
at Imation until August 3, 2001, so that Employee can continue to perform
certain services for Imation; and


             WHEREAS, Imation wishes to have Employee continue to
perform certain services for Imation for a reasonable time after his employment
ends on August 3, 2001; and


             WHEREAS, Employee holds 50,000 shares of restricted
Imation common stock and the restrictions on 25,000 shares of that stock lapse
if Employee is employed by Imation on August 1, 2001; and


             WHEREAS, Employee holds certain unvested options to
purchase 20,000 shares of Imation common stock and those options vest if
Employee is employed by Imation on August 1, 2001; and


             WHEREAS, Imation and Employee now wish to arrange for
Employee to remain employed by Imation until August 3, 2001; to provide for the
release of any claim that Employee may have against Imation; and to resolve any
differences that they may have,


             NOW THEREFORE, to arrange for Employee to remain
employed by Imation until August 3, 2001, and for other good and valuable
consideration, Imation and Employee agree as follows:


	 	1.	Employee
  will remain employed by Imation, and Imation agrees to employ Employee, until
  August 3, 2001 and Employee shall continue to be entitled to all pay,
  benefits and perquisites accrued and vested through that date.  Employee’s resignation effective August 3,
  2001, will be deemed a voluntarily resignation by Employee for other than
  “Good Reason,” as defined in the Severance Agreement.  Employee will not be entitled to any pay,
  benefits or any other consideration under the Severance Agreement.
	 	 	 
	 	2.	As
  a result of Employee’s agreement to remain employed by Imation until August
  3, 2001, the restrictions on 25,000 shares of restricted common stock will
  lapse on August 1, 2001, and the 20,000 unvested stock options will vest on
  August 1, 2001, after which time Employee will be permitted to dispose of
  such stock as he sees fit, subject to applicable withholding taxes as more
  fully described below and so long as he complies with all securities trading
  laws and regulations.  Employee will
  have 30 days after August 3, 2001, to exercise all fully vested stock
  options. In the event that Employee elects to dispose of any Imation stock,
  he shall dispose of no more than 20,000 shares per day.  Imation agrees to take all necessary steps
  immediately after August 1, 2001 to issue such unrestricted shares to
  Employee (less 9,113 shares which will be withheld to cover payment of
  applicable withholding taxes) and to promptly issue any shares upon exercise
  of such vested options in accordance with the terms of such agreements.
	 	 	 
	 	3.	Until
  August 3, 2001, in addition to his regular duties, Employee will assist
  Imation with the transition of responsibility for key third party
  relationships designated by Imation’s CEO (including, but not limited to,
  IBM, Dell, Sun Microsystems, Hewlett Packard, University of Minnesota and
  industry analysts).  Such cooperation
  and assistance will include, but not be limited to, assisting Imation’s CEO
  in the establishment of relationships with key third parties, including att­­ending
  joint calls on such third parties.
	 	 	 
	 	4.	For
  a reasonable time after August 3, 2001, Employee agrees that he will continue
  to assist Imation with the transition of responsibility for key third party
  relationships designated by Imation’s CEO (including, but not limited to,
  IBM, Dell, Sun Microsystems, HP, University of Minnesota and industry analysts).  Such cooperation and assistance will
  include, but not be limited to, assisting Imation’s CEO in the establishment
  of relationships with key third parties, including att­­ending joint calls on
  such third parties, provided that Imation provide adequate advance notice of
  any such requested assistance, and such assistance shall not materially or
  unreasonably interfere with Employee’s performance of his duties at Retek,
  Inc.
	 	 	 
	 	5.	Employee
  will inform Imation’s CEO of requests that he receives for information
  concerning Imation and its businesses within three business days of such
  requests.
	 	 	 
	 	6.	Employee
  agrees to repay to Imation the amount of any permanent or temporary advances
  or other monies due and owing Imation, and to pay off the remaining balance
  on his corporate credit cards, subject to any reimbursement for business
  expenses incurred by Employee in accordance with Imation policy.
	 	 	 
	 	7.	Following
  termination of his employment with Imation on August 3, 2001, Employee will
  execute a General Release of All Claims against Imation and its affiliates,
  directors, officers and employees, in the form attached as Exhibit A.
	 	 	 
	 	8.	Employee
  will not make disparaging remarks of any kind about Imation, or its officers,
  directors, employees, products or business opportunities, and will not
  interfere with any of Imation’s business relationships, including
  relationships with its customers, vendors, distributors, or employees,
  provided, however, that nothing herein shall limit Employee’s ability to
  perform his duties to Retek, Inc.
	 	 	 
	 	9.	For
  a period of one (1) year following the date of this Agreement, Employee will
  not solicit any Imation employee to work for Employee or any third party,
  unless Employee first obtains permission to do so from Imation’s CEO, who
  will have complete discretion to provide such permission.
	 	 	 
	 	10.	Employee will never use any Confidential Information or disclose any
  Confidential Information to anyone. 
  On or shortly after August 3, 2001, Employee must return
  all Imation property currently in Employee’s possession.  Employee acknowledges that this obligation
  is continuing and agrees to promptly return to Imation any subsequently
  discovered property as described above. 
  For the purposes of this Paragraph the term “Confidential Information”
  means:
	 	 	 
	 	 	 	Information not
  generally known and proprietary to Imation, including all (1) trade secret
  information about Imation’s processes and products, (2) information relating
  to research, development, manufacture, purchasing, accounting, engineering,
  marketing, merchandising, selling, leasing, servicing finance and business
  systems and techniques, or similar information of a third party (including
  3M) who has entrusted such information to Imation, and (3) all information
  disclosed to Employee, or to which Employee obtains access, whether
  originated by Employee or by others, during the period of Employee’s
  employment, which Employee has a reasonable basis to believe is Confidential
  Information.
	 	 	 	 
	 	11.	Imation hereby
  waives and releases Employee from any claim or liability it may have in
  connection with Employee’s employment with Retek, Inc. under the
  non-competition provisions of Imation’s employee agreement.
	 	 	 
	 	12.	Employee understands
  that the term Imation, as used in this Agreement, includes: (1) its past,
  present, and future divisions, subsidiaries, affiliates successors and
  assigns, and their officers, directors, employees, agents, insurers and legal
  counsel; (2) any ERISA employee benefit plan sponsored by Imation, acting as
  plan administrator, fiduciary or party in interest with respect to such
  plan.  Employee agrees that this
  Agreement binds Employee and also binds Employee's heirs, executors,
  administrators, assigns, agents, partners and successors in interest.
	 	 	 
	 	13.	This Agreement is
  not an admission by Imation of any violation of Employee's rights or of any
  statutory or other legal obligation.
	 	 	 
	 	14.	This Agreement
  contains the entire understanding between Employee and Imation and supersedes
  all prior agreements and understandings relating to the subject matter of
  this Agreement.
	 	 	 
	 	15.	Any
  dispute arising between Employee and Imation under this Agreement will be
  submitted to final and binding arbitration in accordance with the rules of
  the American Arbitration Association before an arbitrator mutually selected by the
  parties.  In the event that the
  parties cannot agree on an arbitrator, the parties agree to submit the
  dispute before an arbitrator selected by the Chief Judge of Ramsey County
  Court. The Arbitration shall be conducted
  in St. Paul, Minnesota and shall be final and binding on both parties.  The expenses of the neutral arbitrator(s)
  and any court reporter shall be equally divided between Employee and Imation.
	 	 	 
	 	16.	The
  agreement will be governed by and construed and interpreted according to the
  laws of the State of Minnesota.



 


	ACCEPTED
  AND AGREED:	IMATION
  CORP.
	 	 
	 	 
	      /s/ Steven D. Ladwig	By:   /s/ William T. Monahan
	

	


	 	 
	 	 
	Date:
     June 27, 2001	Date:    June 26, 2001