8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 1, 2005

Imation Corp.

(Exact name of registrant as specified in its charter)

DELAWARE		41-1838504
(State or other jurisdiction	1-14310	(IRS Employer
of incorporation)	(Commission File Number)	Identification Number)

1 IMATION PLACE
OAKDALE, MINNESOTA	55128
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (651) 704-4000

None

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Amendment to Stock Option Agreement

Item 1.01 Entry Into a Material Definitive Agreement

On February 1, 2005, the Compensation Committee of the Company’s Board of Directors approved an amendment to the performance option granted to the Company’s Chief Executive Officer, Bruce A. Henderson. The amendment changes the measuring period for the Company’s performance from January 1, 2004 through December 31, 2007, (as compared to the December 31, 2003 full fiscal year operating income) to January 1, 2005 through December 31, 2007, (as compared to the December 31, 2004 full fiscal year operating income before deducting restructuring and other special items (i.e., $79.1 million)). Since Mr. Henderson was hired in May 2004, the Compensation Committee determined that the change in measuring period would more appropriately reflect the time period to measure Mr. Henderson’s contributions to the Company.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Imation Corp. (REGISTRANT)
Date: February 7, 2004	By:	/s/ Paul R. Zeller
		Paul R. Zeller
		Vice President,
		Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description of Exhibit
1.01	Amendment to stock option agreement

EX-1.01

Exhibit 1.01

Imation Corp.

2000 Stock Incentive Plan, as Amended February 6, 2003

Amendment to Stock Option Agreement

     This STOCK OPTION AGREEMENT AMENDMENT effective as of February 1, 2005, is entered into between Imation Corp., a Delaware corporation (the “Company”), and Bruce A. Henderson, an employee of the Company (the “Participant”), pursuant to and subject to the terms and conditions of the Imation Corp. 2000 Stock Incentive Plan, as Amended February 6, 2003 (the “Plan”).

     WHEREAS, pursuant to a certain Stock Option Agreement effective as of May 13, 2004 (the “Agreement”), the Company granted to the Participant under the Plan the right and option (the “Option”) to purchase from the Company shares of the Company’s common stock, par value $.01 per share, on the terms and conditions set forth in the Agreement.

     WHEREAS, the Agreement provides that the Option will become exercisable upon the achievement of certain performance objectives.

     WHEREAS, pursuant to Sections 3(d) and 7(b) of the Plan, the Compensation Committee has authority to amend the terms and conditions of the Agreement and the Committee has determined to amend the Agreement to modify the performance objectives set forth therein.

     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Participant hereby agree to amend the Agreement as follows:

1.   Subsection (a) of Section 4 of the Agreement is hereby amended in its entirety to read as follows:

     “(a)100,000 shares of the Option may be exercised at any time on or after May 13, 2008, and prior to the end of the Option Period set forth in Section 3 hereof, if the Company achieves a ten percent (10%) or greater compounded average annual growth in operating income for the period beginning on January 1, 2005 and ending on December 31, 2007, as compared to the December 31, 2004 full fiscal year operating income before deducting restructuring and other special items (i.e., $79.1 million); provided, however, if it is determined after December 31, 2007 that the Company did not achieve this objective, the Option to purchase 100,000 shares shall be deemed to have expired on December 31, 2007; and”

2.   No other terms or conditions of the Agreement are amended hereby, and all such terms and conditions of the Agreement shall remain in full force and effect.

     IN WITNESS WHEREOF, the Company and the Participant have executed this Stock Option Agreement Amendment as of the date and year first written above.

IMATION CORP.
By:
	Name:
	Title:

PARTICIPANT

Bruce A. Henderson