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EXHIBIT 10.3




Imation Corp. 2005 Stock Incentive Plan




Stock Option Agreement




     This STOCK OPTION AGREEMENT (the “Agreement”) effective as of «GrantDt» is between Imation Corp.,
a Delaware corporation (the “Company”), and «Name», an employee of the Company or one of its Affiliates
(the “Participant”), pursuant to and subject to the terms and conditions of the Imation Corp. 2005
Stock Incentive Plan (the “Plan”).



     The Company desires to provide the Participant with an opportunity to purchase shares of the
Company’s common stock, par value $.01 per share (the “Common Stock”), as provided in this
Agreement in order to carry out the purpose of the Plan. The purpose of this Agreement is to
evidence the terms and conditions of a Non-Qualified Stock Option granted to the Participant under
the Plan.



     Accordingly, for good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Company and the Participant hereby agree as follows:


Section 1. Grant of Non-qualified Stock Option. Effective «GrantDt» (the “Effective Date”), the Company
granted to the Participant the right and option to purchase all or any part of an aggregate of «Shares» («NbrShares»)
shares of Common Stock on the terms and conditions set forth in this Agreement and in accordance
with the terms of the Plan (the “Option”). The Option is not intended to be an incentive stock
option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
“Code”).



Section 2. Purchase Price. The purchase price of the shares of Common Stock subject to the Option
shall be «Price» per share.



Section 3. Term of the Option. The term of the Option (the “Option Period”) shall be for a period
of ten (10) years from the Effective Date, terminating at the close of business on the tenth
anniversary of the Effective Date (the “Expiration Date”) or such shorter period as provided in
Section 6 hereof.



Section 4. Vesting of the Option. Subject to Section 6 hereof, the Option may be exercised at any
time or from time to time during the Option Period, as to any part or all of the shares covered
thereby in accordance with the following vesting schedule:




          (a) twenty five percent (25%) of the Option may be exercised at any time on or after the first
anniversary of the Effective Date;



          (b) fifty percent (50%) of the Option may be exercised at any time on or after the second
anniversary of the Effective Date;



          (c) seventy five percent (75%) of the Option may be exercised at any time on or after the
third anniversary of the Effective Date; and



 









 





          (d) one hundred percent (100%) of the Option may be exercised at any time on or after the
fourth anniversary of the Effective Date.


Section 5. Transferability. The Option may not be assigned, transferred (other than by will or the
laws of descent and distribution), pledged, hypothecated (whether by operation of law or otherwise)
or otherwise conveyed or encumbered, and shall not be subject to execution, attachment or similar
process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the
Option contrary to the provisions of the Plan or this Agreement, or the levy of any execution,
attachment or similar process upon the Option, shall be void and unenforceable against the Company
and shall constitute an immediate cancellation of the Option.




Section 6. Effect of Termination of Employment.




          (a) In the event the Participant shall cease to be employed by the Company or an Affiliate for
any reason other than Termination for Cause, Retirement, death or Disability or within two (2)
years following a Change of Control, the Participant may exercise the Option to the extent of (but
only to the extent of) the number of vested shares the Participant was entitled to purchase under
the Option on the date of such termination of employment, and the exercise of the Option to that
limited extent may be effected at any time within thirty (30) days after the date of such
termination of employment but not thereafter; provided, however, that the Option may not be
exercised after the Expiration Date.



          (b) In the event the Participant shall cease to be employed by the Company or an Affiliate
upon Termination for Cause, the Option shall be terminated as of the date of such termination.



          (c) Except as otherwise provided in Sections 6(b), 6(d) and 6(e), in the event the Participant
shall cease to be employed by the Company or an Affiliate because of Retirement, the Option, to the
extent not previously exercised or forfeited, shall be exercisable to the extent of (but only to
the extent of) the number of vested shares the Participant was entitled to purchase under the
Option on the date of the Participant’s Retirement, and the exercise of the Option to that limited
extent may be effected at any time within three (3) years after the date of the Participant’s
Retirement but not thereafter; provided, however, that the Option may not be exercised after the
Expiration Date. If a Participant who has thus retired dies within three (3) years after the date
of the Participant’s Retirement and prior to the Expiration Date, the exercise of the Option to the
limited extent provided for in the first sentence of this Section 6(c) may be effected by the
Participant’s estate or by any Person or Persons to whom the Option has been transferred by will or
the applicable laws of descent and distribution at any time within two (2) years after the date of
the Participant’s death, but not after the Expiration Date.



          (d) In the event the Participant dies or is deemed to suffer a Disability while employed by
the Company or an Affiliate, the Option, to the extent not previously exercised or forfeited, shall
be exercisable to the extent of (but only to the extent of) the number of vested shares the
Participant was entitled to purchase under the Option on the date of the Participant’s death or
Disability. In the event of Participant’s death, the exercise of the Option to the limited extent
provided for in the first sentence of this Section 6(d) may be effected by the Participant’s estate
or by any Person or Persons to whom the Option has been transferred by will or the



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applicable laws of descent and distribution at any time within two (2) years after the date of
the Participant’s death, but not after the Expiration Date. In the event of the Participant’s
Disability, the exercise of the Option to the limited extent provided for in the first sentence of
this Section 6(d) may be effected by the Participant at any time within two (2) years after the
date of the Participant’s Disability, but not after the Expiration Date.



          (e) In the event the Participant shall cease to be employed by the Company or an Affiliate for
any reason other than death, Disability or Termination for Cause within two (2) years following a
Change of Control, the Option shall become immediately exercisable in full on the date of such
termination of employment, and the exercise of the Option may be effected at any time within six
(6) months after the date of the Participant’s termination of employment, but not after the
Expiration Date. In the event that the provisions of this Section 6(e) result in “payments” that
are finally and conclusively determined by a court or Internal Revenue Service proceeding to be
subject to the excise tax imposed by Section 4999 of the Code, and the Participant has not received
any additional cash payment from the Company relating thereto under the provisions of Section 6 of
the Severance Agreement between the Company and the Participant (the “Severance Agreement”), the
Company shall pay to the Participant an additional amount such that the net amount retained by the
Participant following realization of all compensation under the Plan that resulted in such
“payments,” after allowing for the amount of such excise tax and any additional federal, state and
local income and employment taxes paid on the additional amount, shall be equal to the net amount
that would otherwise have been retained by the Participant if there were no excise tax imposed by
Section 4999 of the Code. If the Participant receives any additional cash payment from the Company
under Section 6 of the Severance Agreement, the foregoing sentence shall be of no force or effect
and the provisions of the Severance Agreement shall be deemed to supersede the foregoing sentence
in its entirety.


Section 7. Anti-Dilution Adjustments. In the event that the Committee shall determine that any
dividend or other distribution (whether in the form of cash, shares of Common Stock, 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 of Common Stock
or other securities of the Company or other similar corporate transaction or event affects the
shares of Common Stock covered by the Option 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 this Agreement, then the Committee shall, in such manner as it
may deem equitable, in its sole discretion, adjust any or all of the number and type of the shares
covered by the Option and the exercise price of the Option.



Section 8. Manner of Exercise. Subject to the terms and conditions of this Agreement, the Option
may be exercised by delivering written notice to the Stock Plan Administrator pursuant to
procedures prescribed by the Company from time to time. Such notice shall state the election to
exercise the Option and the number of shares in respect of which it is being exercised and shall be
signed by the Participant or such other Person entitled to exercise the Option. Such notice shall
be accompanied by payment of the full purchase price of such shares and applicable federal, state,
local and foreign withholding taxes, if any. The Participant shall deliver to the Company
consideration with a value equal to such purchase price and applicable withholding taxes, if any,
payable in whole or in part as follows: (a) cash, check, bank draft, money order or


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wire transfer payable to the order of the Company, (b) shares of Common Stock owned by the
Participant at the time of exercise and/or (c) in any other form of valid consideration that is
acceptable to the Committee in its sole discretion. The value of any share of Common Stock
delivered in payment of all or part of the purchase price or applicable withholding taxes upon the
exercise of the Option shall be the closing sale price of a share of Common Stock on the New York
Stock Exchange as reported on the consolidated transaction reporting system on the date the Option
shall be exercised or, if such Exchange is not open for trading on such date, on the most recent
preceding date on which such Exchange is open for trading. In the event that the Option shall be
exercised pursuant to Section 6(c) or 6(d) hereof by any Person or Persons other than the
Participant, such notice shall be accompanied by appropriate proof of the right of such Person or
Persons to exercise the Option. If the Participant fails to pay the full purchase price of such
shares or applicable withholding taxes, then the Option, and right to purchase such shares, may be
forfeited by the Participant, in the sole discretion of the Committee. The Option may be exercised
in whole or in part to the extent the Option is exercisable in accordance with the terms of this
Agreement, but only with respect to full shares of Common Stock. No fractional shares of Common
Stock shall be issued upon exercise of the Option, but the Company will pay, in lieu thereof, the
Fair Market Value of such fractional share.



Section 9. Issuance of Shares. Upon exercise of all or any portion of the Option, the Company will
cause to be issued to the Participant the shares of Common Stock purchased. Notwithstanding
anything to the contrary in this Agreement, the Company’s obligation to issue shares of Common
Stock shall be subject to (i) all applicable laws, rules and regulations and such approvals by any
governmental agencies as may be required, including, without limitation, the effectiveness of a
registration statement under the Securities Act of 1933, as amended, and (ii) the condition that
such shares shall have been duly listed on the New York Stock Exchange. The Participant shall not
have any of the rights and privileges of a shareholder of the Company with respect to the shares of
Common Stock subject to this Option unless and until such shares are issued to the Participant upon
due exercise of the Option.



Section 10. Taxes. The Participant acknowledges that the Participant will consult with the
Participant’s personal tax adviser regarding the income tax consequences of exercising the Option
or any other matters related to this Agreement. In order to comply with all applicable federal,
state, local or foreign income tax laws or regulations, the Company may take such action as it
deems appropriate to ensure that all applicable federal, state, local or foreign payroll,
withholding, income or other taxes, which are the Participant’s sole and absolute responsibility,
are withheld or collected from the Participant.



Section 11. Definitions. Terms not defined in this Agreement shall have the meanings given to them
in the Plan, and the following terms shall have the following meanings when used in this Agreement:




          (a) “Change of Control” means any of the following events:



               (i) the acquisition by any person, entity or “group,” within the meaning of Section 13(d)(3)
or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than the
Company or an Affiliate, or any employee benefit plan of the Company or an Affiliate, of beneficial
ownership (within the meaning of Rule 13d-3



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promulgated under the Exchange Act) of thirty percent (30%) or more of either the then
outstanding Common Stock or the combined voting power of the Company’s then outstanding voting
securities in a transaction or series of transactions not approved in advance by a vote of a
majority of the Continuing Directors (as hereinafter defined); or



               (ii) individuals who, as of the Effective Date, constitute the Board of Directors of the
Company (generally the “Directors” and as of the Effective Date the “Continuing Directors”) cease
for any reason to constitute at least a majority thereof, provided that any person becoming a
Director subsequent to the Effective Date whose nomination for election was approved in advance by
a vote of a majority of the Continuing Directors (other than a nomination of an individual whose
initial assumption of office is in connection with an actual or threatened solicitation with
respect to the election or removal of the Directors of the Company, as such terms are used in
Regulation 14A under the Exchange Act) shall be deemed to be a Continuing Director; or



               (iii) the approval by the shareholders of the Company of a reorganization, merger,
consolidation, liquidation or dissolution of the Company or of the sale (in one transaction or a
series of related transactions) of all or substantially all of the assets of the Company other than
a reorganization, merger, consolidation, liquidation, dissolution or sale approved in advance by a
vote of a majority of the Continuing Directors; or



               (iv) the first purchase under any tender offer or exchange offer (other than an offer by the
Company or an Affiliate) pursuant to which Common Stock is purchased.



          (b) “Disability” shall be as defined under the Imation Corp. Long Term Disability Income
Protection Plan.



          (c) “Retirement” means retirement as defined under the Imation Corp. Cash Balance Pension
Plan.



          (d) “Stock Plan Administrator” means the Committee or any Director, officer or agent of the
Company designated by the Committee from time to time.



          (e) “Termination for Cause” means termination of Participant’s employment with the Company or
an Affiliate for the following acts: (i) the Participant’s gross incompetence or substantial
failure to perform his or her duties, (ii) misconduct by the Participant that causes or is likely
to cause harm to the Company or that causes or is likely to cause harm to the Company’s reputation,
as determined by the Company’s Board of Directors in its sole and absolute discretion (such
misconduct may include, without limitation, insobriety at the workplace during working hours or the
use of illegal drugs), (iii) failure to follow directions of the Company’s Board of Directors that
are consistent with the Participant’s duties, (iv) the Participant’s conviction of, or entry of a
pleading of guilty or nolo contendre to, any crime involving moral turpitude, or the entry of an
order duly issued by any federal or state regulatory agency having jurisdiction in the matter
permanently prohibiting the Participant from participating in the conduct of the affairs of the
Company or (v) any breach of this Agreement that is not remedied within thirty (30) days after
receipt of written notice from the Company specifying such breach in reasonable detail.



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Section 12. Governing Law. The internal law, and not the law of conflicts, of the State of
Delaware will govern all questions concerning the validity, construction and effect of this
Agreement.



Section 13. Plan Provisions. This Agreement is made under and subject to the provisions of the
Plan, and all of the provisions of the Plan are also provisions of this Agreement. If there is a
difference or conflict between the provisions of this Agreement and the provisions of the Plan, the
provisions of the Plan will govern. By accepting this Option, the Participant confirms that the
Participant has received a copy of the Plan and represents that the Participant is familiar with
the terms and provisions thereof, and hereby accepts this Option subject to all the terms and
provisions of the Plan.



Section 14. No Right to Continue Service or Employment. Nothing herein shall be construed as
giving the Participant the right to continue in the employ or to provide services to the Company or
any Affiliate, whether as an employee or as a consultant or otherwise, or interfere with or
restrict in any way the right of the Company or any Affiliate to discharge the Participant, whether
as an employee or consultant or otherwise, at any time, with or without cause. In addition, the
Company or any Affiliate may discharge the Participant free from any liability or claim under this
Agreement, unless otherwise expressly provide herein.



Section 15. Entire Agreement. Except as specifically provided herein with regard to the Severance
Agreement, (i) this Agreement together with the Plan supersede any and all other prior
understandings and agreements, either oral or in writing, between the parties with respect to the
subject matter hereof and constitute the sole and only agreements between the parties with respect
to said subject matter; (ii) all prior negotiations and agreements between the parties with respect
to the subject matter hereof are merged into this Agreement; and (iii) each party to this Agreement
acknowledges that no representations, inducements, promises or agreements, orally or otherwise,
have been made by any party or by anyone acting on behalf of any party, which are not embodied in
this Agreement or the Plan and that any agreement, statement or promise that is not contained in
this Agreement or the Plan shall not be valid or binding or of any force or effect.



Section 16. Modification. No change or modification of this Agreement shall be valid or binding
upon the parties unless the change or modification is in writing and signed by the parties.
Notwithstanding the preceding sentence, the Plan, this Agreement and the Option may be amended,
altered, suspended, discontinued or terminated to the extent permitted by the Plan.



Section 17. Shares Subject to Agreement. The shares covered by the Option shall be subject to the
terms and conditions of this Agreement. Except as otherwise provided in Section 7, no adjustment
shall be made for dividends or other rights for which the record date is prior to the issuance of
such shares. The Company shall at all times during the Option Period reserve and keep available
such number of shares of Common Stock as will be sufficient to satisfy the requirements of this
Agreement.



Section 18. Severability. In the event that any provision that is contained in the Plan or this
Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or
would disqualify the Plan or this Agreement for any reason and under any law as deemed applicable
by the Committee, the invalid, illegal or unenforceable provision shall be construed or


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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 this Agreement, such provision shall be stricken as to such jurisdiction or Option, and the
remainder of the Plan or this Agreement shall remain in full force and effect.



Section 19. Headings. Headings are given to the sections and subsections of this Agreement 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 this Agreement or any provision hereof.



Section 20. Participant’s Acknowledgments. The Participant hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Committee or the Board of Directors of
the Company, as appropriate, upon any questions arising under the Plan or this Agreement.
Notwithstanding any of the provisions hereof, the Participant hereby agrees that the Participant
will not exercise the Option granted hereby, and that the Company will not be obligated to issue
any shares to the Participant hereunder, if the exercise thereof or the issuance of such shares
shall constitute a violation by the Participant or the Company of any provision of any law or
regulation of any governmental authority. Any determination in this connection by the Company,
including the Board of Directors of the Company or the Committee, shall be final, binding and
conclusive. The obligations of the Company and the rights of the Participant are subject to all
applicable laws, rules and regulations.



Section 21. Parties Bound. The terms, provisions, and agreements that are contained in this
Agreement shall apply to, be binding upon, and inure to the benefit of the parties and their
respective heirs, executors, administrators, legal representatives and permitted successors and
assigns, subject to the limitation on assignment expressly set forth herein. This Agreement shall
have no force or effect unless it is duly executed and delivered by the Company.




     The Company has caused this Agreement to be signed and delivered as of the date set forth
above.



	 	 	 	 	 
	 	 	IMATION CORP.
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	 
	 	 	 	 
	

	 	Name:	 	 
	

	 	 	 	

	 
	 	 	 	 
	

	 	Title:	 	 
	

	 	 	 	








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