exv10w2



 






Exhibit 10.2




Form for Executive Officers




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:



Award of Restricted Stock.




     Effective «GrantDt» (the “Effective Date”), the Company granted to the
Participant a restricted stock award of «GrantDt»(«GrantDt») 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”).



Rights with Respect to the Shares.




  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



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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.



Vesting; Forfeiture.




  Vesting. Subject to the terms and conditions of this Agreement, 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. 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) No Early Vesting. Unless otherwise determined by the Committee in its
sole discretion, and notwithstanding any provisions contained in the Severance
Agreement between the Company and the Participant (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.



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.



Distributions and Adjustments.




If any Shares vest subsequent to any change in the number or character of the
Common Stock of the Company through any stock




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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.



  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.



Taxes.




  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.



Definitions.




     Terms not defined in this Agreement shall have the meanings given to them
in the Plan.



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.



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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.



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.



Entire Agreement.




     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. All prior
negotiations and agreements between the parties with respect to the subject
matter hereof are merged into this Agreement. 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.



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.



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.



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


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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.



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.



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.



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
	 
	 	 	 	 
	 	 	

	

	 	«GrantDt»	 	 







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