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EXHIBIT 10.11




Imation Corp. 2000 Stock Incentive Plan,

as Amended February 6, 2003




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. 2000 Stock Incentive Plan, as
Amended February 6, 2003 (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:



     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”).



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



     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.



     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.



     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.



     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.



          (d) 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.



          (e) 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.



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          (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 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.



     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.



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     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 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 last sale price of a share of Common Stock on the New York Stock Exchange on the date
the Option shall be exercised or, if such date is not a day on which trading occurs generally on
the New York Stock Exchange, on the immediately preceding date on which such trading occurred. 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.



     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.



     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.



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     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 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) “Committee” means the Compensation Committee of the Board of Directors of the
Company or such other committee of Directors designated by the Board of Directors to
administer the Plan.




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



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




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




     (f) “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.



     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.



     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.



     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.



     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



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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.




     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.



     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 Term reserve and keep
available such number of shares of Common Stock as will be sufficient to satisfy the requirements
of this Agreement.



     18. Severability. In the event that any provision that is contained in the Plan or
this Agreement is or becomes 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 deemed amended to
conform to applicable laws, or if it cannot be so construed or deemed amended without materially
altering the purpose and intent of the Plan or this Agreement in the discretion of the Committee,
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.



     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.



     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.



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     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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