Prepared by MerrillDirect





EXHIBIT
10.1


AMENDED
AND RESTATED


SEVERANCE
AGREEMENT


             THIS
AMENDED AND RESTATED SEVERANCE AGREEMENT (this "Agreement") is made
as of the _____ day of _____________ 2001, between Imation Corp., a Delaware
corporation, with its principal offices at One Imation Place, Oakdale,
Minnesota 55125 (the "Company") and __________________________
residing at ____________________________.


             WHEREAS,
this Agreement is intended to specify the financial arrangements that the
Company will provide to you upon your separation from employment with the
Company under any of the circumstances described herein; and


             WHEREAS,
this Agreement is entered into by the Company in the belief that it is in the
best 'interests of the Company and its shareholders to help assure that the
Company will have your continued dedication during your employment with the
Company, by providing for certain severance benefits under certain
circumstances in connection with your employment with the Company, thereby
enhancing the Company's ability to attract and retain highly qualified people;
and


             WHEREAS,
this Agreement hereby amends and restates in its entirety any previous
Severance Agreement between the Company and you.


             NOW
THEREFORE, to assure the Company that it will have your continued dedication,
and to induce you to remain in the employ of the Company, and for other good
and valuable consideration, the Company and you agree as follows:


             1.           Term of Agreement.  The term of this Agreement shall commence on
the date of this Agreement (the "Effective Date") and shall continue
in effect until the first anniversary of the Effective Date, and shall
thereafter be automatically renewed for successive one-year terms provided that
you are employed by the Company on each anniversary of the Effective Date (the
"Covered Period"), unless the Company, upon authorization by its
Board of Directors gives notice to you that the Company does not wish to extend
this Agreement, and provided further, that, notwithstanding any such
notice by the Company not to extend, the Covered Period and this Agreement
shall continue in effect for a period of 12 months from the date of the notice.


	 	2.	Definitions.  When the following terms are used in this
  Agreement with initial capital letters, they shall have the following
  meanings.
	 	 	 
	 	 	(i)	"Cause"
  shall mean termination by the Company of your employment based upon:
	 	 	 	 	 
	 	 	 	(a)	the
  willful and continued failure by you to substantially perform your duties and
  obligations (other than any such failure resulting from incapacity due to physical
  or mental illness or any such actual or anticipated failure resulting from
  your termination for Good Reason);
	 	 	 	 	 
	 	 	 	(b)	the
  willful engaging by you in misconduct which is materially injurious to the
  Company, monetarily or otherwise; or
	 	 	 	 	 
	 	 	 	(c)	your
  conviction of, or entering a plea of nolo contendere to, a crime that
  constitutes a felony.



 






             For
purposes of this Section 2(i), no action or failure to act on your part shall
be considered "willful" unless done, or omitted to be done, by you in
bad faith and without reasonable belief that your action or omission was in the
best interests of the Company.


	 	 	(ii)	"Good
  Reason" shall mean the occurrence of any of the following events, except
  for occurrence of such an event in connection with the termination of your
  employment or reassignment by the Company for Cause, for disability or for
  death:
	 	 	 	 	 
	 	 	 	(a)	the
  assignment to you, either prior to or following a Change of Control, of
  employment duties, functions or responsibilities that are significantly
  different from, and result in a substantial diminution of, your duties,
  functions or responsibilities as of the date of this Agreement; or
	 	 	 	 	 
	 	 	 	(b)	(1)  a significant reduction by the Company in
  your base salary, annual bonus opportunity (specifically excluding any
  long-term incentive compensation for which you are eligible), or benefits as
  in effect as of the date of this Agreement (excluding any reduction caused by
  a restructuring by management of benefits for the employees of the company as
  a whole that affects you in a manner comparable to other senior executives of
  the Company), or (2) following a Change of Control, a reduction in your total
  cash compensation opportunity (i.e., base salary plus annual bonus
  opportunity specifically excluding any long-term incentive compensation) at
  target compensation, a reduction in base salary that results in your base
  salary constituting less than 50% of your total cash compensation opportunity
  at your target compensation level), or a reduction in the aggregate value of
  your benefits, in each case compared to your base salary, bonus opportunity
  and aggregate benefits as in effect on the date of this Agreement; or
	 	 	 	 	 
	 	 	 	(c)	a
  relocation following a Change of Control of your place of business by more
  than 50 miles from Oakdale, Minnesota, unless such relocation does not
  increase  the actual distance required
  for you to commute from your home to the new place of business by more than
  10 miles.
	 	 	 	 	 
	 	 	(iii)	 	"Change
  of Control" shall mean one of the following events:






 


                           (a)         the
consummation of a transaction in which a person, entity or group (within the
meaning of Section 13(d)(3) of the Securities Exchange Act of 1934) acquires
beneficial ownership of 35% or more of the Company's common stock unless the transaction
resulting in such ownership has been approved in advance by the Incumbent Board
(as defined below) (other than in connection with a Business Combination in
which clauses (1), (2) and (3) of paragraph (c) apply); or



                           (b)        individuals
who, as of the date hereof, constitute the Board of Directors of the Company
(the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board of Directors of the Company; provided, however, that any
individual becoming a director subsequent to the date hereof whose election, or
nomination for election by the Company's stockholders, was approved by a vote
of at least a majority of the directors then comprising the Incumbent Board
shall be considered as though such individual were a member of the Incumbent
Board; or



                           (c)         the
consummation of a reorganization, merger, statutory share exchange,
consolidation or similar transaction involving the Company,  a sale or other disposition of all or
substantially all of the Company's assets 
or the issuance by the Company of its stock in connection with the
acquisition of assets or stock of another entity (each, a "Business
Combination") in each case unless, following such Business Combination,
(1) all or substantially all of the individuals and entities that were the
beneficial owners of the Company's common stock immediately prior to such
Business Combination beneficially own, directly or indirectly, more than 50% of
the then outstanding shares of common stock of the corporation resulting from
such Business Combination (including a corporation that, as a result of such
transaction, owns the Company or all or substantially all of the Company's
assets either directly or through one of more subsidiaries) in substantially
the same proportions as their ownership of the Company's common stock
immediately prior to such Business Combination, (2) no person, entity or group
beneficially owns, directly or indirectly, 35% or more of the common stock of
the corporation resulting from such Business Combination and (3) at least a
majority of the members of the board of directors of the corporation resulting
from such Business Combination were members of the Incumbent Board at the time
of the execution of the initial agreement or of the action of the Board of
Directors of the Company providing for such Business Combination.



             (iv)       "Date
of Termination" shall mean the date specified in the Notice of Termination
(except in the case of your death, in which case Date of Termination shall be
the date of death); provided, that in the case of a termination by you for Good
Reason following a Change of Control as defined in subsection (a) of "Good
Reason," the Date of Termination may not be before the 120th day following
the Change of Control.








             (v)        "Notice
of Termination" shall mean a written notice which sets forth the Date of
Termination and, in reasonable detail, the facts and circumstances claimed to
provide a basis, if any, for termination of your employment.



             3.          Termination Procedures.  Any purported termination of your employment
by the Company or you (other than by reason of your death) during the Covered
Period shall be communicated by a Notice of Termination in accordance with
Section 8 hereof.  No purported
termination by the Company of your employment in the Covered Period shall be
effective if it is not pursuant to a Notice of Termination.  Failure by you to provide Notice of
Termination shall not limit any of your rights under this Agreement except (a)
that the Company shall be permitted to cure any purported event if specified in
Section 2 (ii) and (b) to the extent the Company can demonstrate that it
suffered actual damages by reason of such failure.


             4.          Qualification for Severance
Benefits.  You shall be eligible for
severance benefits pursuant to the terms of this Agreement if your employment
is terminated and the Date of Termination occurs during the Covered Period in
either of the following circumstances:


             (i)          termination
of employment by the Company for any reason other than Cause; 

or



             (ii)         termination
of employment by you for Good Reason;



provided, however, that
you shall not begin receiving any payments or benefits under this Agreement
unless and until you execute a general release of all claims against the
Company and its affiliates, including non-competition and non-solicitation
covenants, in the form attached hereto as Exhibit A and you have not rescinded
such release within the permitted time period for rescission under Section 3.J
therein; and provided  further,
that in such case, failure to execute such release within 21 days of your Date
of Termination shall result in the loss of any rights to receive payments or
benefits under this Agreement. No severance benefits become payable pursuant to
this Agreement in the event of termination of employment upon your death or
disability.


             5.          Compensation Upon Termination.


             (i)          Amounts.  Upon qualification for severance benefits
pursuant to this Agreement, you shall be entitled to the benefits, to be funded
from the general assets of the Company, provided below:



                           (a)         The
Company shall pay to you (1) the full base salary earned by you and unpaid
through the Date of Termination, at the rate in effect on the date of the
Notice of Termination, (2) any amount earned by you as a bonus with respect to
the fiscal year of the Company immediately preceding the Date of Termination if
such bonus has not theretofore been paid to you, and (3) an amount representing
credit for any vacation earned or accrued by you but not taken during the
current "vacation year";






 


                           (b)        In
lieu of any further base salary payments to you for periods subsequent to the
Date of Termination, the Company shall pay to you:



                                       
(I)         If the Date of Termination for a termination by the Company
other than for Cause, or the event giving rise to your termination of your employment
for Good Reason, occurs prior to a Change of Control (other than as described
in the proviso in clause (II) below) (a "Non-Change-of-Control
Termination"), the sum of an amount equal to the target bonus under the
applicable annual bonus plan for the fiscal year in which the Date of
Termination occurs (specifically excluding any long-term incentive compensation
for which you are eligible) plus an amount equal to your annual base salary for
the fiscal year in which the Date of Termination occurs (but disregarding any
decrease thereof that constituted "Good Reason"); or



                                       
(II)        If the Date of Termination for a termination by the Company
other than for Cause, or the event giving rise to your termination of your
employment for Good Reason, occurs after a Change of Control (a
"Change-of-Control Termination"), the sum of an amount equal to two
(2) times the average of the sum of the actual annual bonuses paid to
you for the two years prior to the fiscal year in which the Date of Termination
occurs (specifically excluding any long-term incentive compensation for which
you are eligible) plus an amount equal to two (2) times your annual base salary
for the fiscal year in which the Date of Termination occurs (but disregarding
any decrease thereof that constituted "Good Reason").



                           (c)         The
Company shall provide the Company's standard employee medical and dental
insurance coverages, as elected by you and in effect immediately prior to the
Date of Termination, (1) for twelve (12) months following the Date of Termination
in the case of a Non-Change-of-Control Termination, or (2) for twenty-four (24)
months following the Date of Termination in the case of a Change-of-Control
Termination.



                           (d)        Notwithstanding
any other agreement in existence between the Company and you, if you are
eligible for severance benefits under this Agreement, at the Date of
Termination all shares of restricted stock owned or held by you or promised to
you by the Company shall be immediately vested in you without further
restriction and you shall be treated at that time as the unrestricted owner of
such Company stock, subject to applicable constraints under federal and state
securities laws.



             (ii)         No
Disability Benefits.  The Company
shall not be required to continue to provide disability benefits (group or
individual) following your Date of Termination other than with respect to
benefits to which you became entitled prior to the Date of Termination and
which are required to be paid following such Date of Termination in accordance
with the terms of applicable disability plans or policies in effect prior to
such Date of Termination.






             (iii)        Time and Form of Cash Payments.



                           (a)         In
the case of a Non-Change-of-Control Termination, the cash payments provided for
in Sections 5(i)(a) and 5(i)(b) above shall be paid at regular payroll
intervals beginning forty-five (45) days after your Date of Termination
(subject to the provisions of Section 4 of this Agreement relating to execution
of a release in the form of Exhibit A) or, at the election of the Company, in a
single lump sum payment thirty (30) days after the Date of Termination. If
severance is paid at regular payroll periods, you shall receive the same amount
of base salary each pay-day that you were receiving before termination (plus an
amount equal to the pro rata portion of your target bonus, if not otherwise
included in such pre- termination amount) until the total amount of
severance pay that is due under this agreement has been paid. All severance
payments are subject to any required withholding.



                           (b)        In
the case of a Change-of-Control Termination, the cash payments provided for in
Sections 5(i)(a) and 5(i)(b) above shall be paid by the Company in a single
lump sum payment as promptly as practicable after the Date of Termination
(subject to the provisions of Section 4 of this Agreement relating to execution
of a release in the Form of Exhibit A provided you have not rescinded such
release within the permitted time period for rescission under Section 3.J
thereof).  All severance payments are
subject to any required withholding.



             (iv)       Effect
of Reemployment.  If you are
re-employed by the Company after severance payments have been scheduled to be
made but before the final severance payment is made, all remaining severance
payments shall be suspended and shall automatically terminate as of the date of
re-employment. If you have received severance payments in a single lump sum and
are re-employed before the date the final severance payment would have been
made if payments had been made at regular payroll intervals, you will be
required to refund to the Company: (a) that portion of the lump sum payment
representing severance payments you would have received after the date of
re-employment minus (b) an amount equal to any taxes paid or payable on such portion
of the lump sum payment.



             (v)        No
Mitigation.  You shall not be
required to mitigate the amount of any payment provided for in this Section 5
by seeking other employment or otherwise, nor shall the amount of any payment
provided for in this Section 5 be reduced by any compensation earned by you as
the result of employment by another employer after the Date of Termination, or
otherwise, except as set forth in Section 5(iv) hereof.



6.          280G Provision.






             (i)          In the event that any payment or
benefit received or to be received by you (whether payable pursuant to the
terms of this Agreement or otherwise (collectively, the "Total
Payments")) would be subject to the excise tax imposed by Section 4999 of
the Internal Revenue Code of 1986, as amended (the "Code") or any
interest, penalties or additions to tax with respect to such excise tax (such
excise tax, together with any such interest, penalties or additions to tax, are
collectively referred to as the "Excise Tax"), then you shall be
entitled to receive from the Company an additional cash payment (a
"Gross-Up Payment") within thirty business days of such determination
in an amount such that after payment by you of all taxes (including such
interest, penalties or additions to tax imposed with respect to such taxes),
including any Excise Tax, imposed upon, the Gross-Up Payment, you retain an
amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Total
Payments.  Notwithstanding the foregoing
provisions of this Section 6(a)(i), if it shall be determined that you are
entitled to the Gross-Up Payment, but that the Parachute Value of all Payments
do not exceed 110 % of the Safe Harbor Amount, then no Gross-Up Payment shall
be made to you and the amounts payable under this Agreement shall be reduced so
that the Parachute Value of all Payments, in the aggregate, equals the Safe
Harbor Amount. The reduction of the amounts payable hereunder, if applicable,
shall be made by first reducing the payments under Section 5(i)(b), unless you
elect an alternative method of reduction, and in any event shall be made in
such a manner as to maximize the Value of all Payments actually made to you.
For purposes of reducing the Payments to the Safe Harbor Amount, only amounts
payable under this Agreement (and no other Payments) shall be reduced. If the
reduction of the amount payable under this Agreement would not result in a
reduction of the Parachute Value of all Payments to the Safe Harbor Amount, no
amounts payable under the Agreement shall be reduced pursuant to this Section
6(a). All determinations required to be made under this Section 6, including
whether a Gross-Up Payment is required and the amount of such Gross-Up Payment,
shall be made by an independent accounting firm retained by the Company (the
"Accounting Firm" ), which shall provide detailed supporting
calculations both to the Company and you within a reasonable period of time as
requested by the Company.  If the
Accounting Firm determines that no Excise Tax is payable by you, it shall
furnish you with an opinion that you have substantial authority not to report
any Excise Tax on your federal income tax return. For purposes of this
Agreement, the following terms have the meanings set forth below:


"Parachute
Value" of a Payment shall mean the present value as of the date of the
change of control for purposes of Section 280G of the Code of the portion of
such Payment that constitutes a "parachute payment" under Section
280G(b)(2), as determined by the Accounting Firm for purposes of determining
whether and to what extent the Excise Tax will apply to such Payment.






"Payment"
shall mean any payment or distribution in the nature of compensation (within
the meaning of Section 280G(b)(2) of the Code) to or for your benefit, whether
paid or payable pursuant to this Agreement or otherwise.



"Safe Harbor
Amount" means 2.99 times your "base amount," within the meaning
of Section 280G(b)(3) of the Code.



"Value" of a
Payment shall mean the economic present value of a Payment as of the date of
the change of control for purposes of Section 280G of the Code, as determined
by the Accounting, Firm using the discount rate required by Section 280G(d)(4)
of the Code.



             (ii)         Any
uncertainty in the application of Section 4999 of the Code at the time of the
initial determination by the Accounting Firm hereunder shall be resolved in
favor of you. As a result of the uncertainty in the application of Section 4999
of the Code at the time of the initial determination by the Accounting Firm
hereunder, it is possible that at a later time there will be a determination
that the Gross-Up Payments made by the Company were less than the Gross-Up
Payments that should have been made by the Company ("Underpayment"),
consistent with the calculations required to be made hereunder. In the event
that you are required to make a payment of any Excise Tax, the Accounting Firm
shall determine the amount of the Underpayment, if any, that has occurred and
any such Underpayment shall be promptly paid by the Company to you or for your
benefit.  If, after you receive any Gross-Up
Payment, you become entitled to receive any refund with respect to such claim,
you shall promptly pay to the Company the amount of such refund (together with
any interest paid or credited thereon after taxes applicable thereto).



             (iii)        Any
determination by the Accounting Firm as to the amount of any Gross-Up Payment,
including the amount of any Underpayment, shall be binding upon the Company and
you.



             (iv)       Notwithstanding
any other provision of this Section 6, the Company may, in its sole discretion,
withhold and pay over to the Internal Revenue Service or any other applicable
taxing authority, for your benefit, all or any portion of any Gross-Up Payment,
and you hereby consent to such withholding.



             7.          Successors.





             (i)          This Agreement shall inure to the
benefit of and be binding upon the Company and its successors and assigns.



             (ii)         This
Agreement shall inure to the benefit of and be enforceable by your personal or
legal representatives, executors, administrators, successors, heirs,
distributees, devisees, and legatees. If you should die while any amount would
still be payable to you hereunder if you had continued to live, all such
amounts, unless otherwise provided herein, shall be paid in accordance with the
terms of this Agreement, to your devisee, legatee or other designee or, if
there is no such designee, to your estate or, if no estate, in accordance with
applicable law.



             (iii)        The
Company will require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise to all or substantially all of the business
and/or assets of the Company), by agreement in form and substance satisfactory
to you, to expressly assume and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform it
if no such succession had taken place. Failure of the Company to obtain such
agreement prior to the effectiveness of any such succession shall be a breach
of this Agreement and shall entitle you to compensation from the Company in the
same amount and on the same terms as you would be entitled hereunder if you
terminated your employment for Good Reason, except that for purposes of
implementing the foregoing, the date on which any such succession becomes
effective shall be deemed the Date of Termination. As used in this Agreement,
"Company" shall mean the Company and any successor to its business
and/or assets which executes and delivers the agreement provided for in this
Section 7 or which otherwise becomes bound by all the terms and provisions of
this Agreement by operation of law.



             8.          Notice.  All notices, requests, demands and all other
communications required or permitted by either party to the other party by this
Agreement (including, without limitation, any Notice of Termination) shall be
in writing and shall be deemed to have been duly given when delivered
personally or received by certified or registered mail, return receipt
requested, postage prepaid, at the address of the other party as follows:




	If
  to the Company:	Imation
  Corp.
	 	Attention:
	 	One
  Imation Place
	 	Oakdale,
  Minnesota 55128
	 	 
	 	 
	If
  to you:	 


	 	 






 






 



Either party to this Agreement may change its
address for purposes of this Section 8 by giving fifteen (15) days' prior
written notice to the other party hereto.


             9.          Miscellaneous.  No provision of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing and signed by you and the Company. The validity,
interpretation, construction, and performance of this Agreement shall be
governed by the laws of the State of Minnesota without regard to its conflicts
of law principles.


             10.        Effect of Agreement; Entire Agreement.  This agreement supersedes any and all other
oral or written agreements or policies made relating to the subject matter
hereof and constitutes the entire agreement of the parties relating to the
subject matter hereof.


             11.        Validity.  The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and
effect.


             12.        Counterparts.  This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.


             13.        Employment.  This Agreement does not constitute a
contract of employment or impose on the Company any obligation to retain you as
an employee, to continue your current employment status or to change any
employment policies of the Company, including but not limited to the Company's
Employee Agreement.





If this letter sets forth our agreement on the
subject matter hereof, please sign and return to the Company the enclosed copy
of this letter which will then constitute our agreement on this subject.




	IMATION
  CORP.:
	By:


	 	William
  T. Monahan
	 	Its:
  Chairman, President and
	 	      Chief Executive Officer
	 
	EXECUTIVE:
	 	 
	 	 


	 	(executive
  name)