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Exhibit 10.1
 FORM OF AMENDED AND RESTATED
SEVERANCE AGREEMENT
 
     Term of Agreement provided further
 Definitions




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2




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3




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Termination Procedures
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Qualification for Severance Benefits
  th
 provided however provided further
 Compensation Upon Termination.
 Amounts
    5




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6




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No Disability or Life Insurance Benefits
 Time and Form of Cash Payments.
   Effect of Reemployment
 7




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No Mitigation
 Six Month Suspension for Specified Key Employees
 280G Provision
  8




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9




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Section 409A of the Code
 Successors
    10




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Notice
 If to the Company:
    
    Imation Corp.Attention: General CounselOne Imation PlaceOakdale, Minnesota 55128If to you:
  Miscellaneous
 Effect of Agreement; Entire Agreement
 Validity
 Counterparts
 Employment
 11




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IMATION CORP.:By:Name:Its:EXECUTIVE:[Executive Name]
 Exhibit A-1




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EXHIBIT A
CONFIDENTIAL GENERAL RELEASE OF ALL CLAIMS
 EMPLOYEE UNDERSTANDS THAT EMPLOYEE
MAY CONSIDER THIS AGREEMENT FOR AT LEAST TWENTY-ONE (21) DAYS AFTER EMPLOYEE HAS RECEIVED THIS AGREEMENT, WHICH WAS ON  UNLESS EMPLOYEE CHOOSES TO WAIVE THAT RIGHT BY EXECUTING THE AGREEMENT WITHIN THE TWENTY-ONE (21)
DAY PERIOD.
 1.
    
    What Imation Agrees To Do
  2.
    
    What Employee Agrees To Do
  A)
    
    Employee must return all Imation property currently in Employees possession, including, but
not limited to, all notes, memoranda, correspondence, files, notebooks, technical charts or
diagrams, customer lists or information, sales and marketing information, computer recorded
information, software, equipment, materials, keys and credit cards. Employee acknowledges that
this obligation is continuing and agrees to promptly return to Imation any subsequently
discovered property as described above.B)
    
    Employee also agrees to repay to Imation the amount of any permanent or temporary advances or
other monies due and owing Imation, and to pay off the remaining balance on his/her corporate
credit cards. If Employee fails to make such payments as of the date he/she signs this
Agreement, Employee agrees that Imation may deduct any monies owed from the Agreement
payments, if no other written arrangements are made for repayment by the date this Agreement
is signed.C)
    
    Employee hereby irrevocably and unconditionally releases and forever discharges Imation from
any and all federal, state or local charges, claims, controversies, causes of action, damages,
costs, attorneys fees, or liabilities of any nature, both past and present, known and
unknown, including but not limited to claims arising under federal, state, local, and common
laws and under any regulations of any jurisdiction that in any way relate to employment and
termination of employment existing at any time up to and including the date of this Agreement,
that Employee now may have or ever have had. This Agreement specifically includes, but is not
limited to, ANY CLAIMS
 Exhibit A-1




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UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT of 1967, THE OLDER
WORKERS BENEFIT PROTECTION ACT OF 1990, Title VII of the Civil Rights Act of 1964, the
Americans with Disabilities Act, any state or local human rights act, claims for wrongful
termination, breach of contract, and tort claims (for example, defamation, emotional distress
or any tort or negligence-based claim). Employee expressly acknowledges that this Agreement
also is intended to include in its scope, without limitation, all claims that Employee does
not know of or expect to exist in Employees favor at the time Employee signs this Agreement
and that this Agreement contemplates the extinguishment of any such claim or claims except as
expressly provided in this Section. THE EMPLOYEE IS NOT WAIVING ANY RIGHTS FOR EVENTS ARISING
AFTER THE DATE OF THIS AGREEMENT.D)
    
    Employee agrees that, for a period of two years after termination of employment with Imation:
 i.
    
    Employee will inform any new employer, prior to accepting
employment, of the existence of this provision of the Confidential General
Release and provide such employer with a copy thereof.ii.
    
    Employee agrees not to directly or indirectly, render
services to any Conflicting Organization in the United States or in any
country in which Imation has a plant for manufacturing a product upon which
Employee worked during employment by Imation, except that Employee may accept
employment with a large Conflicting Organization whose business is diversified
(and which has separate and distinct divisions), and which as to part of its
business is not a Conflicting Organization, provided Imation, prior to
Employee accepting such employment, shall receive separate written assurances
satisfactory to Imation from such Conflicting Organization and from Employee
that Employee will not render services directly or indirectly in connection
with the development, manufacture, marketing, sale, merchandising, leasing,
servicing or promotion of any Conflicting Product.
   E)
    
    Employee also agrees that following Employees termination from Imation, Employee will not
make disparaging remarks about Imation
 Exhibit A-2




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and will not interfere with Imations business relationships with its customers, vendors, or distributors.F)
    
    Employee further agrees that Employee will not solicit Imation employees, either on behalf of
Employee or any third party, to resign from Imation to work for Employee or any third party.G)
    
    As further consideration for this Agreement, Employee agrees that if requested by Imation,
Employee will make himself/herself available at reasonable times to assist and cooperate with
Imation in the litigation of any lawsuits or claims, and agrees to be available to Imation to
testify honestly with regard to such lawsuits or claims if Employee is determined by Imation
to be a material witness. Similarly, Employee agrees that he/she will decline to voluntarily
aid, assist, or cooperate with any parties who are involved in claims or lawsuits by or
against Imation, or with their attorneys or agents; and will notify Imation when and if the
Employee is contacted by other parties or their attorneys or agents involving claims or
lawsuits by or against Imation. It is understood and intended that nothing in this paragraph
shall prevent Employee from honestly testifying at a legal proceeding in response to a lawful
and properly served subpoena in a proceeding involving Imation.H)
    
    Employee agrees that Imation shall be entitled to injunctive and other equitable relief to
prevent a breach or threatened breach of the provisions of this Agreement, without the
necessity of proving actual damages. Such injunctive relief shall be in addition to any other
damages that may be available at law. Employee also acknowledges that if Imation is required
to bring an action to enforce its rights under this Agreement, it shall be entitled to recover
its attorneys fees and costs associated with such an action, if Imation prevails.3.
    
    Other Understandings, Agreements, and RepresentationsA)
    
    Employee agrees that Employees Imation employment will terminate effective
. Employee further understands and agrees that Employee will not be
eligible for and will not receive consideration, severance pay or benefits under any other
group Income Assistance Pay Plan for which Employee might otherwise have been eligible.B)
    
    Employee understands that the term Imation, as used in this Agreement, includes: (1) its
past, present, and future divisions, subsidiaries, affiliates successors and assigns, and
their officers, directors, employees, agents, insurers and legal counsel; (2) any ERISA
employee benefit plan sponsored by Imation, acting as plan administrator, fiduciary or party
in interest with respect to such plan. Employee agrees that this Agreement binds Employee and
also binds Employees heirs, executors, administrators, assigns, agents, partners and
successors in interest.C)
    
    Employee agrees that this Agreement and the payment of money and benefits to Employee by
Imation is not an admission by Imation of any violation of Employees rights or of any
statutory or other legal obligation.
 Exhibit A-3




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D)
    
    Employee represents that no right, claim, or cause of action covered by this Agreement has
been assigned or given to someone else.E)
    
    Employee represents that, except as provided in Section 5(iv) of the Amended and Restated
Severance Agreement, Employee will not apply for or accept employment with Imation in any
capacity.F)
    
    Except as set forth in Section 2.D.i Employee represents that Employee will keep the terms of
this Agreement strictly confidential, except that Employee may tell Employees spouse or
domestic partner, legal counsel and tax advisor. In the event Employee chooses to communicate
any information about the existence of the Agreement or any of its terms to Employees spouse
or domestic partner, legal counsel and/or accountant or investment advisor, Employee shall
instruct such persons that information about the existence of the Agreement and its terms are
confidential and that the spouse or domestic partner, legal counsel or accountant is not to
disclose, disseminate or publicize, or cause or permit to be disclosed, disseminated or
publicized, the information to any other party, entity, person (including any current or
former employee of Imation), company, government agency, publication judicial authority.
Employee may also disclose information regarding the Agreement (1) to the extent necessary to
report the sum awarded to appropriate taxing authorities or (2) in response to any subpoena
issued by a state or federal governmental agency or court of competent jurisdiction; provided,
however, that notice of receipt of such order or subpoena shall be promptly communicated to
Imation by telephone and in writing to General Counsel, Imation Legal Affairs, 1 Imation
Place, Oakdale, Minnesota 55128, telephone (651) 704-4489 so that Imation shall have an
opportunity to intervene and assert what rights it has to nondisclosure prior to any response
to such order or subpoena. Any court reviewing a subpoena should be aware that part of the
consideration for the Agreement is the agreement of Employee not to testify regarding the
existence of the Agreement or any of its terms.G)
    
    This Agreement and the Amended and Restated Severance Agreement contain the entire
understanding between Employee and Imation and supersedes all prior agreements and
understandings relating to the subject matter of this Agreement. This Agreement shall not be
modified, amended, or terminated except as provided in section 3.J. unless such modification,
amendment, or termination is executed in writing by Employee and Imation.H)
    
    Employee agrees that Imation may use this Agreement to secure withdrawal of any federal,
state, or local charge Employee might have filed or will file, that Employee will sign any
document necessary to obtain the withdrawal of any such charge, and that Employee waives the
right to receive monetary damages or other legal or equitable relief awarded by any
governmental agency related to any such charge.
 Exhibit A-4




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1)
    
    Employee represents and certifies that Employee has twenty-one (21) days to consider whether
to accept this Agreement and enter into this Release; review it before being
asked to sign it;
has read this Agreement carefully; has been given a fair opportunity to discuss and negotiate
the terms of this Agreement; understands its provisions; has been advised to consult an
attorney; has determined that it is in Employees best interest to enter into this Agreement;
has not been influenced to sign this Agreement by any statement or representation by Imation
not contained in this Agreement; and enters into this Agreement knowingly and voluntarily. If
Employee chooses to sign this Agreement before twenty-one (21) days have passed, Employee
understands that it is their decision to execute the Agreement early and that Imation has made
the full twenty-one (21) day period available for Employee to consider the Agreement.J)
    
    Employee understands that pursuant to the provisions of Minnesota Statutes ' 363.031,
subd. 2, Employee may rescind this Agreement by notifying Imation of Employees desire to do
so in a writing delivered to Imation personally or by certified mail, return receipt
requested, within fifteen (15) calendar days of Employees execution of this Agreement. To be
effective, such notice of rescission, if mailed, must be postmarked within the fifteen (15)
day period and addressed as follows:
 
 K)
    
    In case any part of this Agreement is held invalid, illegal or otherwise unenforceable, the
validity, legality and enforceability of the remaining provisions will not be affected in any
way, it being intended that the provisions of this Agreement are severable, EXCEPT THAT, if
paragraph 2 of this Agreement is held invalid, illegal, or unenforceable, this Agreement is
voidable, and, if Employee seeks to void this Agreement, Employee understands and agrees that
Employee will repay the total amount of consideration paid to Employee under this Agreement.L)
    
    Any dispute arising between Employee and Imation under this Agreement will be submitted to
final and binding arbitration in accordance with the rules of the American Arbitration
Association before an arbitrator mutually selected by the parties. In the event that the
parties cannot agree on an arbitrator, the parties agree to submit the dispute before an
arbitrator selected by the Chief Judge of Ramsey County Court. The Arbitration shall be
conducted in St. Paul, Minnesota and shall be final and binding on both parties. The expenses
of the neutral arbitrator(s) and any court reporter shall be equally divided between Employee
and Imation.
 Exhibit A-5




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M)
    
    The agreement will be governed by and construed and interpreted according to the laws of the
State of Minnesota.
 ACCEPTED AND AGREED:
    
    IMATION CORP.By:
    
    By:Date:
    
    Date:
 WAIVER OF
CONSIDERATION PERIOD
     Exhibit A-6