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EXHIBIT 10.9




Imation Corp. 2000 Stock Incentive Plan,

as Amended February 6, 2003




Restricted Stock Award Agreement




     This RESTRICTED STOCK AWARD 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 award to the Participant a number of shares of the Company’s common
stock, par value $.01 per share (the “Common Stock”), subject to certain restrictions 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 an award of restricted stock 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. Award of Restricted Stock.




     Effective «GrantDt»(the “Effective Date”), the Company granted to the Participant a restricted stock
award of «Share»(«NbrShares»)shares of Common Stock (the “Shares”), subject to the terms and conditions set
forth in this Agreement and in accordance with the terms of the Plan (the “Restricted Stock
Award”).



Section 2. Rights with Respect to the Shares.




          (a) Stockholder Rights. With respect to the Shares, the Participant shall be entitled
at all times on and after the date of issuance of the Shares to exercise the rights of a
stockholder of Common Stock of the Company, including the right to vote the Shares and the right to
receive dividends on the Shares as provided in Section 2(b) hereof, unless and until the Shares are
forfeited pursuant to Section 3 hereof. However, the Shares shall be nontransferable and subject
to a risk of forfeiture to the Company at all times prior to the dates on which such Shares become
vested, and the restrictions with respect to the Shares lapse, in accordance with Section 3 of this
Agreement.



     (b) Dividends. As a condition to receiving the Shares under the Plan, the Participant
hereby agrees to defer the receipt of dividends paid on the Shares. Cash dividends or other cash
distributions paid with respect to the Shares prior to the date or dates the Shares vest shall be
subject to the same restrictions, terms and conditions as the Shares to which they relate, shall be
promptly deposited with the Secretary of the Company or a custodian designated by the
Secretary, and shall be forfeited in the event that the Shares with respect to which the dividends
were paid are forfeited.



 









 





     (c) Issuance of Shares. The Company shall cause the Shares to be issued in the
Participant’s name or in a nominee name on the Participant’s behalf, either by book-entry
registration or issuance of a stock certificate or certificates evidencing the Shares, which
certificate or certificates shall be held by the Secretary of the Company or the stock transfer
agent or brokerage service selected by the Secretary of the Company to provide such services for
the Plan. The Shares shall be restricted from transfer and shall be subject to an appropriate
stop-transfer order. If any certificate is issued, the certificate shall bear an appropriate
legend referring to the restrictions applicable to the Shares. The Participant hereby agrees to
the retention by the Company of the Shares and, if a stock certificate is issued, the Participant
agrees to execute and deliver to the Company a blank stock power with respect to the Shares as a
condition to the receipt of this Restricted Stock Award. After any Shares vest pursuant to Section
3 hereof, and following payment of the applicable withholding taxes pursuant to Section 6 of this
Agreement, the Company shall promptly cause to be issued a certificate or certificates, registered
in the Participant’s name, evidencing such vested whole Shares (less any Shares withheld to pay
withholding taxes) and shall cause such certificate or certificates to be delivered to the
Participant free of the legend and the stop-transfer order referenced above. The Company will not
deliver any fractional Share but will pay, in lieu thereof, the Fair Market Value of such
fractional Share at the time certificates evidencing the Shares are delivered to the Participant.



Section 3. Vesting; Forfeiture.




     (a) Vesting. Subject to the terms and conditions of this Agreement, and except as
otherwise provided in Section 3(c) hereof, twenty five percent (25%) of the Shares shall vest, and
the restrictions with respect to the Shares shall lapse, on each of the first, second, third and
fourth anniversaries of the Effective Date if the Participant remains continuously employed by the
Company or an Affiliate of the Company until such respective vesting dates.



     (b) Forfeiture. Except as otherwise provided in Section 3(c) hereof, if the
Participant ceases to be employed by the Company and all Affiliates of the Company for any reason
prior to the vesting of the Shares pursuant to Section 3(a) hereof, Participant’s rights to all of
the unvested Shares shall be immediately and irrevocably forfeited, including the right to vote
such Shares and the right to receive dividends on such Shares.



     (c) Change of Control. Notwithstanding the vesting and forfeiture provisions
contained in Sections 3(a) and 3(b) hereof, but subject to the other terms and conditions set forth
in this Agreement, 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 Participant shall become immediately vested in all of the
Shares, and the restrictions with respect to the Shares shall lapse, as of the date of such
termination of employment. In the event that the provisions of this Section 3(c) 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



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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.




                    (d) Early Vesting. Except as provided in Section 3(c) hereof or unless otherwise
determined by the Committee in its sole discretion, and notwithstanding any provisions contained in
the Severance Agreement, in no event will any of the Shares vest prior to their respective vesting
dates set forth in Section 3(a) hereof. Without limiting the generality of the foregoing, the
Company and the Participant hereby expressly acknowledge and agree that the provisions of Section
5(i)(d) of the Severance Agreement shall not apply to the Shares or to this Restricted Stock Award.



Section 4. Restrictions on Transfer.




     Until the Shares vest pursuant to Section 3 hereof, neither the Shares, nor any right with
respect to the Shares under this Agreement, may be sold, assigned, transferred, pledged,
hypothecated (by operation of law or otherwise) or otherwise conveyed or encumbered and shall not
be subject to execution, attachment or similar process. Any attempted sale, assignment, transfer,
pledge, hypothecation or other conveyance or encumbrance shall be void and unenforceable against
the Company or any Affiliate of the Company.



Section 5. Distributions and Adjustments.




          (a) If any Shares vest subsequent to any change in the number or character of the Common Stock
of the Company through any stock dividend or other distribution, 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 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 such
Shares.



          (b) Any additional shares of Common Stock of the Company, any other securities of the Company
and any other property distributed with respect to the Shares prior to the date or dates the Shares
vest shall be subject to the same restrictions, terms and conditions as the Shares to which they
relate and shall be promptly deposited with the Secretary of the Company or a custodian designated
by the Secretary.



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Section 6. Taxes.




          (a) The Participant acknowledges that the Participant will consult with the Participant’s
personal tax adviser regarding the income tax consequences of the grant of the Shares, payment of
dividends on the Shares, the vesting of the Shares and 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.



     In accordance with the terms of the Plan, and such rules as may be adopted by the Committee
administering the Plan, the Participant may elect to satisfy tax withholding obligations arising
from the receipt of, or the lapse of restrictions relating to, the Shares by (i) delivering cash,
check, bank draft, money order or wire transfer payable to the order of the Company, (ii) having
the Company withhold a portion of the Shares otherwise to be delivered having a Fair Market Value
equal to the amount of such taxes, or (iii) delivering to the Company shares of Common Stock having
a Fair Market Value equal to the amount of such taxes. The Company will not deliver any fractional
Share but will pay, in lieu thereof, the Fair Market Value of such fractional Share. The
Participant’s election must be made on or before the date that the amount of tax to be withheld is
determined. If the Participant does not make an election, the Company will withhold a portion of
the Shares otherwise to be delivered having a Fair Market Value equal to the amount of such taxes.



Section 7. 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



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     (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) “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.



Section 8. 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 9. 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 signing this Agreement, 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 Restricted Stock Award subject to all the terms and provisions of
the Plan.



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Section 10. No Rights 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
provided herein.



Section 11. 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 12. 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 Restricted Stock Award may be amended, altered,
suspended, discontinued or terminated to the extent permitted by the Plan.



Section 13. Shares Subject to Agreement.




     The Shares shall be subject to the terms and conditions of this Agreement. Except as
otherwise provided in Section 5, no adjustment shall be made for dividends or other rights for
which the record date is prior to the issuance of the Shares. The Company shall not be required to
deliver any Shares until the requirements of any federal or state securities or other laws, rules
or regulations (including the rules of any securities exchange) as may be determined by the
Committee to be applicable are satisfied.



Section 14. 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 Shares, and the remainder of the Plan
or this Agreement shall remain in full force and effect.



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Section 15. 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 16. 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. 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 17. 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 and the Participant.



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



	 	 	 
	

	 	IMATION CORP.
	 
	 	 
	

	 	By:                                             
	

	 	Name:                                        
	

	 	Title:                                          
	 
	 	 
	

	 	PARTICIPANT
	 
	 	 
	

	 	                                                  
	

	 	«Name»







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