exv10w12



 




Exhibit 10.12



RETIREMENT AGREEMENT


     
THIS RETIREMENT AGREEMENT (this
“Agreement”) is made as of the 7th day of November
2002, between Imation Corp., a Delaware corporation, with its
principal offices at One Imation Place, Oakdale, Minnesota 55125
(the “Company”) and David H. Wenck.



     
WHEREAS, this Agreement is intended to specify
certain financial arrangements that the Company will provide to
you upon your retirement from employment with the Company in
2003; and



     
WHEREAS, this Agreement is entered into by the
Company in the belief that you have been a consistent core
contributor and leader in creating a sustainable company, and
achieving positive sustainable financial results for Imation.



     
NOW THEREFORE, to recognize your contribution to
the Company, the Company and you agree as follows:



     
1. Compensation Upon Retirement.




		
	 	     
    (i) Amounts. Upon retirement from the
    Company, subject to the terms and conditions herein, the Company
    will provide you a contribution bonus in the amount of Four
    Hundred Thousand and 00/100 Dollars ($400,000.00)
    
	 
	 	     
    (ii) Time and Form of Payment. The payment
    described above (subject to the provisions of Section 2 of
    this Agreement relating to execution of a release) shall be paid
    in a single lump sum payment no later than thirty (30) days
    after the date of your retirement from the Company. The payment
    is subject to any required withholding.
    
	 
	 	     
    (iii) No Mitigation. The amount of any
    payment provided for in this Section 1 shall not be reduced
    by any other compensation or benefits you may receive from the
    Company.
    




     
2. Execution of Release. You understand and
agree that you shall not begin receiving any payments or
benefits under this Agreement unless and until you execute the
Company’s standard general release of all claims against
the Company and its affiliates, including non-competition and
non-solicitation covenants, and you have not rescinded such
release within the permitted time period for rescission therein;
and provided further, that in such case, failure to execute such
release within 21 days of your date of retirement shall
result in the loss of any rights to receive payments or benefits
under this Agreement.



     
3. Successors. This Agreement shall inure to
the benefit of and be binding upon the Company and its
successors and assigns. 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.



     
4. 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.







 



     
5. 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.



     
6. 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.



     
7. 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.



     
8. 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: 	
    /s/ WILLIAM T. MONAHAN
    



		
	 	
    

	 	
    William T. Monahan
    
	 	
    Its: Chairman, President and
    
	 	
    Chief Executive Officer
    
	 
	 	
    /s/ DAVID H. WENCK
    
	 	
    

	 	
    David H. Wenck