exv10w1






Exhibit 10.1




AMENDED AND RESTATED

SEVERANCE AGREEMENT




     THIS AMENDED AND RESTATED SEVERANCE AGREEMENT (this “Agreement”) is made as of the ___ day of
                    , 20___, between Imation Corp., a Delaware corporation, with its principal offices at One
Imation Place, Oakdale, Minnesota 55128 (the “Company”) and                                                             .



     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 and all of its Affiliates
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 or any of
its Affiliates, 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 or any of its Affiliates, 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 or any of its Affiliates 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 in the event the notice is not given following a Change of Control, or for a period
of 24 months following the date of a Change of Control in the event the notice is given following
such Change of Control.



     2. Definitions. When the following terms are used in this Agreement with initial
capital letters, they shall have the following meanings.




     (i) “Affiliate” means any entity that, together with the Company, is treated as a
single employer under Code section 414(b) or (c). For purposes of determining whether a
Termination of Employment has occurred, the term Affiliate will be determined by applying
Code section 1563(a)((1), (2) and (3) for purposes of determining a controlled group of
corporations under Code section 414(b) and in applying Treas. Reg.
Section 1.414(c)-2 for purposes of determining trades or businesses that are under
common control for purposes of Code section 414(c), the phrase “at least 50 percent” will be
used instead of “at least 80 percent” each place it appears.



 









 






     (ii) “Cause” shall mean termination by the Company or an Affiliate of your employment
based upon:




     (a) your gross incompetence or substantial failure to perform your duties; or




     (b) misconduct by you that causes or is likely to cause harm to the Company or
an Affiliate or that causes or is likely to cause harm to the Company’s or an
Affiliate’s reputation, as determined by the Company’s or Affiliate’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); or




     (c) failure to follow directions of the Company’s or Affiliate’s Board of
Directors that are consistent with your duties; or




     (d) your conviction of, or entry of a pleading of guilty or nolo contendere 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 you from participating in the conduct of the affairs of the Company or
an Affiliate.




     (iii) “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 or an Affiliate for Cause, for disability or for death, provided
you have given the Company written notice within ninety (90) days of the initial existence
of the Good Reason event and the Company has not cured such event within thirty (30) days of
the receipt of such notice:




     (a) a material diminution, either prior to or following a Change of Control, of
your authority, duties or responsibilities from your authority, duties or
responsibilities as of the date of this Agreement; or




     (b) a material diminution, either prior to or following a Change of Control, in
your base compensation (specifically excluding any long-term incentive compensation
for which you are eligible), 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




     (c) a material change in the geographic location at which you perform your
services following a Change of Control (but in no event including a
relocation that 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).



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     (iv) “Change of Control” means any one of the following events:




     (a) the consummation of a transaction or series of related transactions in
which a 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 a subsidiary of the Company, or any employee benefit plan of the
Company or a subsidiary of the Company, acquires beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of 35% or more of the
Company’s then outstanding shares of common stock or the combined voting power of
the Company’s then outstanding voting securities (other than in connection with a
Business Combination in which clauses (1), (2) and (3) of paragraph (iii)(c) apply);
or




     (b) individuals who, as of the Effective 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 Effective 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 (other than a nomination of an individual whose initial assumption
of office is in connection with a solicitation with respect to the election or
removal of directors of the Company in opposition to the solicitation by the Board
of Directors of the Company) shall be deemed to be 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 in a transaction or series of related transactions 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 outstanding common stock and the Company’s
outstanding voting securities immediately prior to such Business Combination
beneficially own immediately after the transaction or transactions, directly or
indirectly, more than 50% of the then outstanding shares of common stock and more
than 50% of the combined voting power of the then outstanding voting securities (or
comparable equity interests) of the entity resulting from such Business Combination
(including an entity 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 and voting securities immediately prior to such Business
Combination, (2) no person, entity or group (other than a direct or indirect parent
entity of the Company that, after giving
effect to the Business Combination, beneficially owns 100% of the outstanding
voting securities (or comparable equity interests) of the entity resulting from the
Business Combination) beneficially owns, directly or indirectly, 35% or more of the
outstanding shares of common stock or the combined voting power of the then
outstanding voting securities (or comparable equity interests) of the entity
resulting from such Business Combination and (3) at least a majority of the members
of the board of directors (or similar governing body) of the entity 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; or



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     (d) approval by the stockholders of the dissolution of the Company.




     (v) “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 the Date of Termination is consistent with your Termination of Employment.




     (vi) “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 your Termination of Employment.




     (vii) “Termination of Employment” means a termination of your employment relationship
with the Company and all Affiliates or such other change in your relationship with the
Company and all Affiliates that would be considered a “separation from service” under
Section 409A of the Code. Your employment relationship will be treated as remaining intact
while you are on a military leave, a sick leave or other bona fide leave of absence
(pursuant to which there is a reasonable expectation that you will return to perform
services for the Company or an Affiliate) but only if the period of such leave does not
exceed six (6) months, or if longer, so long as you retain a right to reemployment by the
Company or an Affiliate under applicable statute or by contract, provided, however, where
your leave is due to any medically determinable physical or mental impairment that can be
expected to result in death or can be expected to last for a continuous period of not less
than six (6) months and such impairment causes you to be unable to perform the duties of
your position of employment or any substantially similar position of employment, a
twenty-nine (29) month period of absence may be substituted for such six (6) month period of
absence. In all cases, the Executive’s Termination of Employment must constitute a
“separation from service” under Section 409A of the Code and any “separation under service”
under Section 409A of the Code shall be treated as a Termination of Employment.



     3. Termination Procedures. Any purported Termination of Employment by the Company or
an Affiliate 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 9 hereof. No purported
Termination of Employment by the Company or an Affiliate during 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
to the extent the Company can demonstrate that it suffered actual damages by reason of such
failure.



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




     (i) Termination of Employment by the Company or an Affiliate of your employment with
the Company and its Affiliates for any reason other than Cause; or




     (ii) Termination of Employment by you for Good Reason within the twenty-four (24) month
period following the initial existence of the Good Reason event and, in the event of a
Change in Control, only on or after the 120th day following the Change in
Control;


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 paid time off earned or accrued by you but not taken during the current
“paid time off 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:



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     (I) If the Date of Termination for a Termination of Employment by the
Company other than for Cause, or the event giving rise to Termination of
Employment by you 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 of Employment by the
Company other than for Cause, or the event giving rise to Termination of
Employment by you for Good Reason, occurs after a Change of Control (a
“Change-of-Control Termination”), the sum of:




     (A) if the Date of Termination occurs one year or less after the
Change of Control, 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
provided that if you are an employee for more than one year and less
than two years prior to the fiscal year in which the termination
occurs, such amount will be equal to two (2) times the last year’s
actual bonus paid, or if you are employed less than one year, such
amount shall be equal to two (2) times the target amount for that
year as determined by the Compensation Committee (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”); or




     (B) if the Date of Termination occurs more than one year, but
within two years, after the Change of Control, an amount equal to one
(1) 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 provided that if you are an employee for more than
one year and less than two years prior to the fiscal year in which
the termination occurs, such amount will be equal to the last year’s
actual bonus paid, or if you are employed less than one year, such
amount shall be equal to the target amount for that year as
determined by the Compensation Committee (specifically excluding any
long-term incentive compensation for which you are eligible) plus an
amount equal to one (1) 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”).



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     (c) The Company shall provide you a lump sum payment equal to the aggregate
amount of the employer portion of COBRA premiums (and excluding any administration
fees) that would be incurred for continuation under the Company’s employee group
medical and dental Plan based on coverage and COBRA continuation premiums in effect
immediately prior to the Date of Termination, (1) equal to twelve (12) months of
continuation coverage following the Date of Termination in the case of a
Non-Change-of-Control Termination, or (2) equal to twenty-four (24) months of
continuation coverage following the Date of Termination in the case of a
Change-of-Control Termination.




     (d) Intentionally deleted.




     (ii) No Disability or Life Insurance Benefits. The Company shall not be
required to continue to provide disability or life insurance 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 or life insurance
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 Section 5(i) above shall be paid by the Company in a single lump sum
payment as promptly as practicable after the Date of Termination (but not later than
the earlier of 90 days after the Date of Termination or March 15 of the calendar
year following the calendar in which the Date of Termination occurred, in either
case subject to the provisions of Section 4 of this Agreement relating to execution
of a release in the form of Exhibit A and 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.




     (b) In the case of a Change-of-Control Termination, the cash payments provided
for in Section 5(i) above shall be paid by the Company in a single lump sum payment
as promptly as practicable after the Date of Termination (but no later than the
earlier of 90 days after the Date of Termination or March 15 of the calendar year
following the calendar year in which the Date of Termination occurred, in either
case subject to the provisions of Section 4 of this Agreement relating to execution
of a release in the Form of Exhibit A and 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.



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     (iv) Effect of Reemployment. If you are re-employed by the Company or an
Affiliate after severance payments have been scheduled to be made but before the final
severance payment is made, all remaining severance payments shall be forfeited 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 in an
amount equal to your base salary that you were receiving before your Termination of
Employment (plus an amount equal to the pro rata portion of your target bonus), 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.




     (vi) Six Month Suspension for Specified Key Employees. Notwithstanding the
foregoing, if at the time of your Termination of Employment you are a Specified Employee,
then any payment that the Company reasonably determines is deferred compensation subject to
the requirements of Section 409A of the Code and that is payable on account of your
Termination of Employment shall not be paid to you until the first day after the end of the
six (6) month period following your Termination of Employment, or, if earlier, upon your
death. You are a “Specified Employee” if on the date of your Termination of Employment you
are a “key employee” (defined below), and the Company or any entity that owns 50% or more of
the Company has stock that is publicly traded on an established securities market within the
meaning of such term under Section 409A(a)(2)(B) of the Code. For this purpose, you are a
“key employee” during the 12-month period beginning on the April 1 immediately following a
calendar year, if at any time during such preceding calendar year you were employed by the
Company or any Affiliate and satisfied the requirements of Section 416(i)(1)(A)(i), (ii) or
(iii) of the Code (applied in accordance with the regulations issued thereunder and
disregarding Section 416(i)(5) of the Code). You will not be treated as a Specified
Employee if you are not required to be treated as a Specified Employee under Treasury
Regulations issued under Section 409A of the Code.




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     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”) (“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 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(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). 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).



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     (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.




     (v) Notwithstanding the foregoing, reimbursement of the Gross-Up Payment will be made
not later than the end of the calendar year next following the calendar year in which you
remit the related taxes (or the related taxes are remitted on your behalf) to the
appropriate taxing authority, provided if an additional Gross-Up Payment is payable
following an audit or litigation and no additional taxes are remitted by you, reimbursement
by the Company shall be made by the end of the calendar year next following the calendar
year in which the audit is completed or there is a final nonappealable settlement or other
resolution of the litigation.



     7. Section 409A of the Code. The parties intend that payments under this Agreement be
exempt from or otherwise comply with the requirements of Section 409A of the Code (including
current and future guidance issued by the Department of Treasury or Internal Revenue Service).



     8. 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.



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     (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 8 or which otherwise becomes bound by
all the terms and provisions of this Agreement by operation of law.



     9. 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: General Counsel	 	 
	 

	 	 	 	One Imation Place	 	 
	 

	 	 	 	Oakdale, Minnesota 55128	 	 
	 
	 	 	 	 	 	 
	 

	 	If to you:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 





Either party to this Agreement may change its address for purposes of this Section 9 by giving
fifteen (15) days’ prior written notice to the other party hereto.




     10. 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.



     11. 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.



     12. 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.



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     13. 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.



     14. Employment. This Agreement does not constitute a contract of employment or impose
on the Company or any subsidiaries of 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 or any
subsidiary 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:  	 	 
	 	 	Name:  	 	 
	 	 	Its: 	 	 
	 
	 	EXECUTIVE:



 	 
	 	 	 
	 	 	 
	 	 	 
	 




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EXHIBIT A

CONFIDENTIAL GENERAL RELEASE OF ALL CLAIMS





     This Confidential General Release of All Claims (“Agreement”) is made and entered into between
                                        , (“Employee”) and Imation Corp. (“Imation”). 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



In return for this Agreement and for Employee’s termination from Imation as described herein and in
full and final settlement, compromise, and release of all of Employee’s employment-related claims
(as described in section 2 below), Imation agrees to pay Employee in accordance with the terms set
forth in the Amended and Restated Severance Agreement.




2. What Employee Agrees To Do



As a condition to receiving the payments and benefits set forth in Section 1, Employee agrees as
follows:





	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 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 that in
any way relate to employment or termination of employment except as expressly provided in
this Section. THE EMPLOYEE IS NOT WAIVING ANY RIGHTS FOR EVENTS ARISING AFTER THE DATE OF
THIS AGREEMENT.




Exhibit A-1









 












	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.






	 	 	 	“Conflicting Product” means any product, process, system or
service of any person or organization other than Imation, in
existence or under development, which is the same as or similar to
or competes with, or has a usage allied to, a product, process,
system or service upon which Employee worked during the last three
years of Employee’s employment by Imation.
	 
	 	 	 	“Conflicting Organization” means any person or organization which
is engaged in or about to become engaged in, research on or
development, production, marketing, leasing, selling or services
of a Conflicting Product.






	E)	 	Employee also agrees that following Employee’s termination from Imation, Employee will not
make disparaging remarks about Imation and will not interfere with Imation’s business
relationships with its customers, vendors, or distributors.




Exhibit A-2









 












	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 Representations





	A)	 	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









 












	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









 












	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:





Imation Corp.

Attn: General Counsel

1 Imation Place

Oakdale, MN 55128





	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









 












	M)	 	The agreement will be governed by and construed and interpreted according to the laws of the
State of Minnesota.




N) Nothing in this Agreement shall be deemed to terminate or reduce in any way any right Employee
might have to indemnification from Imation under the provisions of the Delaware General Corporation
Law and Imation’s Restated Certificate of Incorporation and Bylaws, each as in effect on the date
of employment termination, for acts, omissions or events that occurred or are alleged to have
occurred prior to the date of termination of employment.




	 	 	 	 	 	 	 	 	 	 	 
	ACCEPTED AND AGREED:	 	 	 	IMATION CORP.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 	 	Date:	 	 	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 






WAIVER OF

CONSIDERATION PERIOD



I understand that under the law I have 21 days to consider the Confidential General Release of All
Claims. I knowingly and voluntarily waive this consideration period. The 15 day rescission period
to revoke the acceptance of the Confidential General Release of All Claims remains in effect.




Print Name




Signature




Date





Exhibit A-6