-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PR8xVLGB7LGZ4hpE0UQQ5G8dwpb9llr9QYNOZOkshLZTTZG9MkB5rLe0khPIaTQ+ IHi9gFMdClbCex4wrbJPsw== 0000950137-07-005027.txt : 20070402 0000950137-07-005027.hdr.sgml : 20070402 20070402171925 ACCESSION NUMBER: 0000950137-07-005027 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20070402 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070402 DATE AS OF CHANGE: 20070402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMATION CORP CENTRAL INDEX KEY: 0001014111 STANDARD INDUSTRIAL CLASSIFICATION: MAGNETIC & OPTICAL RECORDING MEDIA [3695] IRS NUMBER: 411838504 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14310 FILM NUMBER: 07740490 BUSINESS ADDRESS: STREET 1: 1 IMATION PL CITY: OAKDALE STATE: MN ZIP: 55128 BUSINESS PHONE: 6517044000 MAIL ADDRESS: STREET 1: 1 IMATION PLACE CITY: OAKDALE STATE: MN ZIP: 55128 FORMER COMPANY: FORMER CONFORMED NAME: 3M INFORMATION PROCESSING INC DATE OF NAME CHANGE: 19960619 8-K 1 c13860e8vk.htm CURRENT REPORT e8vk
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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): April 2, 2007
Imation Corp.
(Exact name of registrant as specified in its charter)
         
DELAWARE   1-14310   41-1838504
         
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
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))
 
 

 


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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Item 9.01. Financial Statements and Exhibits.
SIGNATURE
EXHIBIT INDEX
Employment Closure Agreement
Press Release


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Item 5.02.   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 9, 2006, the Board of Directors of Imation Corp. (the “Company”) approved a medical leave of absence for Bruce A. Henderson, the Company’s Chairman and Chief Executive Officer, effective as of the close of business on November 9, 2006 and ending at such time as the Company’s Board of Directors subsequently determines. Mr. Henderson has continued to serve as Chairman of the Company’s Board of Directors during such leave of absence and received pay and benefits pursuant to the terms of his Employment Agreement with the Company dated May 13, 2004, as amended May 6, 2006 (the “Employment Agreement”). In addition, the Board of Directors elected Frank P. Russomanno, the Company’s Executive Vice President and Chief Operating Officer, to serve as President and Chief Operating Officer of the Company. The Board of Directors also appointed Mr. Russomanno to serve as the Acting Chief Executive Officer of the Company, effective as of the close of business on November 9, 2006 and for the period that Mr. Henderson is on medical leave of absence or for such other period of time that the Company’s Board of Directors subsequently determines.
On April 2, 2007, the Board of Directors of the Company and Mr. Henderson mutually determined that Mr. Henderson will resign as Chairman of the Board and Chief Executive Officer of the Company effective as of the close of business on April 2, 2007 due to his continuing health issues. Mr. Henderson’s Employment Agreement will also terminate effective as of that date. The Employment Agreement is filed as Exhibit 10.1 to Imation’s Form 10-Q for the quarter ended June 30, 2004, and the amendment thereto is filed as Exhibit 10.1 to Imation’s Form 8-K Current Report filed March 3, 2006.
Mr. Henderson will remain an inactive employee of the Company, receiving his 2007 salary, benefits and 2007 bonus eligibility under the Company’s annual bonus plan until the date Mr. Henderson is no longer eligible for short-term disability benefits, which is on or about May 8, 2007. His bonus for 2007, if any, will be determined in January 2008 and prorated for the period January 1, 2007 through the date on which his short-term disability benefits terminate. Mr. Henderson intends to apply for benefits under the Company’s long-term disability benefit plan in order for the benefits to commence in May 2007. If, and for so long as, Mr. Henderson is entitled to receive benefits under the Company’s long-term disability plan, he will receive benefits paid by our disability insurance carrier in accordance with its ordinary policies and practices (including offset/reduction for any Social Security benefits Mr. Henderson may qualify for), currently in the amount of $7,500 per month for Mr. Henderson (assuming no offset or reduction). Mr. Henderson will receive other benefits as provided to all other similarly situated Company employees who are receiving benefits under the Company’s long-term disability plan. These benefits currently include: (i) coverage under the Company’s medical insurance plans (with Mr. Henderson continuing to pay the required employee premium for such benefits); (ii) continued vesting of his stock options (other than his performance-based stock option, which will be forfeited) and restricted stock in accordance with their regular schedules; and (iii) continued accrual of pension benefits, but his pension benefits will vest only if he remains eligible to receive long-term disability benefits until May 13, 2009. Once Mr. Henderson fails or ceases to be entitled to receive benefits under the Company’s long-term disability plan, his employment with the Company will terminate. Upon Mr. Henderson’s termination of employment he will be entitled to only the following: (i) the right to elect COBRA continuation coverage under the Company’s group medical plan and (ii) the right to exercise any vested options in accordance with the stock option agreements. He has the right to receive or commence receipt of his vested pension benefits, if any, in accordance with the terms of the pension plan(s) in which he is a participant. At the time of his termination of employment with the Company, Mr. Henderson will also execute a General Release of All Claims in favor of the Company. The Company and Mr. Henderson have entered into an Employment Closure Agreement dated April 2, 2007 setting forth the terms described above attached as Exhibit 10.1 to the Current Report on Form 8-K and is incorporated herein by reference. The description above is qualified in its entirety by the terms of the Employment Closure Agreement.
On April 2, 2007, the Board of Directors elected Frank P. Russomanno, the Company’s Acting Chief Executive Officer, President and Chief Operating Officer, to serve as Chief Executive Officer and President of the Company and as a Class III member of the Board of Directors (filling the vacancy created by the resignation of Mr. Henderson), effective as of the close of business on April 2, 2007. Mr. Russomanno will not be serving on any committees of the Board of Directors. The Board of Directors did not make any changes to Mr. Russomanno’s compensation and Mr. Russomanno will not receive any additional compensation for his service as a member of the Board of Directors. Other

 


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than as described herein, there are no arrangements or understandings between Mr. Russomanno and any other persons pursuant to which Mr. Russomanno was selected as Chief Executive Officer and President or Director of the Company. Further information about Mr. Russomanno can be obtained in the Company’s Current Report on Form 8-K filed November 14, 2006.
The Board also determined to separate the role of Chairman of the Board and CEO and elected Linda W. Hart, Imation’s Lead Director and an independent Director, as Non-Executive Chairman of the Board of Directors until the 2008 annual meeting of shareholders or such other time as the Board of Directors deems appropriate. The Board also determined that as long as there is a Non-Executive Chairman, the position of Lead Director, currently held by Ms. Hart, is not required and will not be retained. The Board also approved (with Ms. Hart recusing herself) the following compensation for a Board member serving as Non-Executive Chairman: a multiple of 1.2 times the standard compensation paid to non-employee Directors, paid in the same proportion and manner (i.e., cash retainer, stock option and restricted stock grants). This payment is in addition to any annual retainer, equity grant, chairman fees, meeting fees and other compensation and reimbursements for service as a member of the Board of Directors. Compensation payable to Ms. Hart will be prorated for the portion of her term between the effective date of her appointment and May 1, 2007; from May 2, 2007 until the 2008 annual meeting of shareholders, the amount will be 1.2 times the then current standard compensation paid to non-employee Directors, payable as of May 2, 2007.
A press release, dated April 2, 2007, announcing Mr. Henderson’s resignation as Chairman of the Board and Chief Executive Officer, Mr. Russomanno’s election as Chief Executive Officer and Director and Ms. Hart’s election as Non-Executive Chairman of the Board of Directors is attached as Exhibit 99.1 to the Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
      (d) Exhibits
      10.1 Employment Closure Agreement between the Company and Mr. Henderson dated April 2, 2007
      99.1 Press release dated April 2, 2007
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: April 2, 2007  By:   /s/ John L. Sullivan    
    John L. Sullivan   
    Senior Vice President, General Counsel
and Secretary 
 
 

 


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EXHIBIT INDEX
     
Exhibit   Description of Exhibit
10.1
  Employment Closure Agreement between the Company and Mr. Henderson dated April 2, 2007
99.1
  Press release, dated April 2, 2007

 

EX-10.1 2 c13860exv10w1.htm EMPLOYMENT CLOSURE AGREEMENT exv10w1
 

Exhibit 10.1
EMPLOYMENT CLOSURE AGREEMENT
      This Employment Closure Agreement (“Closure Agreement”) is entered into as of 2nd day of April, 2007, by and between Imation Corp., a Delaware corporation (the “Company”) and Bruce A. Henderson (the “Executive”).
      WHEREAS, the Company and the Executive entered into an Employment Agreement effective May 13, 2004 as amended by an Amendment to Employment Agreement effective March 6, 2006 (collectively “Employment Agreement”);
      WHEREAS, the Executive has become disabled within the meaning of Section 4(a)(iv) of the Employment Agreement;
      WHEREAS, the Executive and the Company intend that to the extent this Agreement is subject to the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) that it comply in form and operation with Section 409A and that it be administered and construed in a manner that is consistent with and gives effect to such intention; and
      WHEREAS, the Company and the Executive desire by this Closure Agreement to set forth the terms and conditions of the termination of the Employment Agreement.
      NOW, THEREFORE, the Company and the Executive hereby agree as follows:
1. Effective April 2, 2007 (the “Effective Date”), the Executive shall resign as Chairman of the Board and Chief Executive Officer of the Company and such resignation shall terminate the Employment Agreement.
2. The Executive is currently receiving pay and benefits under his Employment Agreement, which includes benefits under the Company’s short-term disability plan, and the Executive intends to apply for benefits under the Company’s long-term disability benefit plan in order for such benefits to commence in May 2007. The Company will use reasonable efforts to assist the Executive in the preparation of the necessary application materials.
3. On and after the Effective Date, the Executive shall remain an inactive employee of the Company until he fails or ceases to be entitled to receive benefits under the Company’s long-term disability plan, at which time the Executive’s employment with the Company shall terminate.
4. The Executive agrees that as of the Effective Date he has no further rights, and the Company has no further obligations, under the Employment Agreement. The Executive waives any rights under the Employment Agreement as of the Effective Date.
5. The Executive agrees and understands that the Company shall not be making any determinations with respect to his eligibility for benefits under the Company’s long-term disability plan and that any such determinations, including determinations regarding whether the Executive is entitled to receive long-term disability benefits and the amount of such benefits, shall be made in the ordinary course and pursuant to the ordinary policies and practices of the Company’s long-term disability provider.

 


 

6. Under this Closure Agreement, the Executive shall receive continued salary and benefits for 2007 and bonus eligibility for 2007 until the date the Executive is no longer eligible for short-term disability benefits, which is on or about May 8, 2007. The bonus for 2007 shall be calculated based on the Company’s actual 2007 performance, prorated from January 1, 2007 until such date on which his short-term disability benefits terminate and, if any bonus is earned, shall be paid to the Executive in 2008, at the same time and in the same manner as the bonuses for other employees in accordance with the Company’s annual bonus plan but not later than March 15, 2008. The 2007 salary will be paid to the Executive in accordance with the Company’s normal payroll practices.
7. If, and for so long as, the Executive is entitled to receive benefits under the Company’s long-term disability plan, the Executive shall receive other benefits as provided to all other similarly situated Company employees who are receiving benefits under the Company’s long-term disability plan. These benefits currently include:
a. coverage under the Company’s group medical plan so long as the Executive pays the required employee premium for such benefits;
b. continued vesting of stock options and restricted stock, other than the Executive’s performance-based options, according to their vesting schedule; and
c. accrual of pension benefits, subject to the ordinary vesting requirement of the pension plan(s).
8. The Executive acknowledges that he shall not be entitled to any of his performance-based options pursuant to his Stock Option Agreement dated May 13, 2004, as amended by an Amendment to Stock Option Agreement dated February 1, 2005 and an Amendment to Stock Option Agreement dated March 6, 2006, and that all such options shall be forfeited on the Effective Date. In addition, the Executive shall not be entitled to any other or additional pay or benefits, including severance or employment termination benefits.
9. Once the Executive fails or ceases to be entitled to receive benefits under the Company’s long-term disability plan his employment with the Company will be terminated and he shall be entitled to only the following:
a. the right to elect COBRA continuation coverage under the Company’s group medical plan; and
b. the right to exercise any vested options in accordance with the stock option agreements.
10. The Executive shall be entitled to receive or commence receipt of his vested pension benefits, if any, in accordance with the terms of the pension plan(s) in which he is a participant.

2


 

11. As the time of his termination of employment, the Executive agrees to execute the General Release of All Claims attached hereto as Exhibit A.
12. Nothing in this Closure Agreement shall be construed to modify the Company’s short-term disability benefit plan, the Company’s long-term disability benefit plan or any other benefit plan sponsored or maintained by the Company or the terms of any stock option, performance-based stock options or restricted stock agreement to which the Company and the Executive are parties. The Executive acknowledges that nothing in this Closure Agreement alters or impairs the Company’s right to amend or terminate any benefit plan in accordance with its terms and law or prevents the application of such amendment or termination to the Executive to the same extent as any other similarly situated employee (determined without regard to this Closure Agreement).
13. The Company and the Executive agree to execute any amendment to this Closure Agreement that the Company and Executive agree is necessary or desirable to give effect to the parties’ intention that the provisions of this Closure Agreement comply with the requirements of Section 409A of the Code or an exception to Section 409A.
     
ACCEPTED AND AGREED:   IMATION CORP.
 
/s/Bruce A. Henderson   By: John L. Sullivan
     
Bruce A. Henderson   Its: Senior Vice President, General Counsel & Secretary
 
Date: March 29, 2007   Date: April 2, 2007

3


 

EXHIBIT A
GENERAL RELEASE OF ALL CLAIMS
(STANDARD EXECUTIVE SEVERANCE RELEASE)
      This General Release of All Claims (“Agreement”) is made and entered into between Bruce Henderson (“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 has provided and agrees to provide Employee with what is set forth in the Employment Closure Agreement between Employee and the Company.
2. What Employee Agrees To Do
As a condition for 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.

4


 

    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 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 an office or sells products, 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.

5


 

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.
 
F)   Employee further agrees that for a period of two years after termination of employment with Imation, 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. 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, Cash Balance Pension Plan or Excess Benefit Plan for which Employee might otherwise have been eligible or under Employee’s Employment Agreement dated May 13, 2004, amended March 6, 2006 which was terminated pursuant to the Employment Closure Agreement.
 
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.

6


 

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.
 
D)   Employee represents that no right, claim, or cause of action covered by this Agreement has been assigned or given to someone else.
 
E)   This Agreement contains 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.I. unless such modification, amendment, or termination is executed in writing by Employee and Imation.
 
F)   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.
 
G)   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.
 
H)   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.
1 Imation Way
Discovery 2D-04
Oakdale, MN 55128
Attn: General Counsel

7


 

I)   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.
 
J)   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.
 
K)   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:
     
Bruce A. Henderson    
 
Date:   Date:

8


 

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 _______________________________

9

EX-99.1 3 c13860exv99w1.htm PRESS RELEASE exv99w1
 

Exhibit 99.1
(IMATION LOGO)
news
Contact:
Brad Allen
Imation Corp
651-704-5818
bdallen@imation.com
Frank Russomanno Named CEO and Director of Imation
Linda Hart Named Non-Executive Chairman
Bruce Henderson Steps Down Due to Health Reasons
Oakdale, MN April 2, 2007 — Imation Corp (NYSE:IMN) announced that Frank Russomanno has been elected President and Chief Executive Officer and a member of the Board of Directors, replacing Bruce Henderson. Mr. Russomanno had been named acting CEO on November 9, 2006. In addition, Imation’s Lead Director Linda Hart, Vice Chairman and CEO of Hart Group, Inc., was elected Non-Executive Chairman of the Board.
The company also announced that Bruce Henderson has resigned as Chairman of the Board and Chief Executive Officer of the Company effective as of the close of business today due to health issues as he continues treatment for a malignant brain tumor. He has been on a medical leave of absence since November 9, 2006. Mr. Henderson will remain an inactive employee of the Company, participating in the Company’s short-term disability program and applying for long-term disability benefits. He joined the Company in May 2004.
In a statement released by the company, Mr. Henderson said: “My treatment is on a positive path, but will continue to require a substantial amount of my time and energy. The Board of Directors and I felt that this is an appropriate time for me to formally relinquish my duties to assist the company in making the necessary transition to its new leadership.”
Mr. Russomanno said: “We wish Bruce and his family the best as he pursues his course of treatment and thank him for his contributions to Imation. Under Bruce’s leadership, the company accelerated its growth and made its first major acquisition with Memorex. Bruce also introduced lean principles throughout Imation. Both of those contributions will have a lasting and positive impact on the company.”
Ms. Hart said: “On behalf of the entire Board of Directors, I thank Bruce and extend our very best wishes. I also look forward to continuing to work with Frank and the Imation management team in my new role, as the company continues to focus on building long term shareholder value. Frank brings a solid mix of industry experience, knowledge of the Company, and a record of accomplishment as a decisive business leader to his role as CEO. He shares the confidence of his fellow Board members in his ability to move Imation forward.”

 


 

Executive Biographies
Frank P. Russomanno, age 59, is President, Chief Executive Officer of Imation. Previously, he was Chief Operating Officer and since November, 2006 was acting CEO. Prior to 2003, Mr. Russomanno was president of Imation Data Storage and Information Management business. In this position, he led the company’s data storage businesses, including Imation personal storage media business which focused on optical storage solutions, such as CD and DVD technologies, and Imation data storage media and services business which concentrated on removable magnetic media such as tape technology.
During his tenure with Imation and 3M, Mr. Russomanno has held several executive and managerial positions, including vice president of Imation Data Storage media and services business, general manager of Imation Advanced Imaging Program, corporate sales and marketing director, and global sales and marketing director for Photo Color Products. He also served as a European Business Unit Director while with 3M Company. He began his career with 3M Company in 1973 as a sales coordinator and eventually became a sales representative for the magnetic/audio/video recording business in the greater metropolitan New York area.
Mr. Russomanno holds a bachelor degree in history from Seton Hall University. He has also has undertaken graduate work at the University of Oklahoma and Monmouth College and served in the United States Army as an artillery officer achieving the rank of captain. In addition, Mr. Russomanno currently serves on the board of directors for the Content Delivery & Storage Association (CD&SA) and the board of the Merrick Community Center in St. Paul, Minnesota.
Linda W. Hart, age 66, is Non-Executive Chairman of the Board of Imation Corp. and Vice Chairman and Chief Executive Officer of Hart Group, Inc. (a diversified group of companies primarily involved in residential and commercial building materials and investments). Ms. Hart has been a director of Imation since July 1996. Ms. Hart is also a director of each of the Hart Group companies: Hart Group, Inc., Rmax, Inc., and L&M Acquisitions, Inc. She also serves on the Board of Trustees for the Center for Strategic & International Studies, Washington, D.C.; is former Chairman and current ex officio member of the Legal Advisory Committee to the New York Stock Exchange; a member of the Women’s Leadership Board, Harvard University, Kennedy School of Government and serves on a variety of civic boards, including both the Executive Boards of Southern Methodist University Dedman School of Law and Cox School of Business. Ms. Hart previously served on the Board of Directors of Connor Peripherals, Inc and WordPerfect Corporation, is founding president of the International Women’s Forum — Dallas and is a member of the Committee of 200.
For the 24 years prior to joining the Hart Group in 1990, Ms. Hart was engaged in the private practice of law in Dallas, Texas, specializing in corporate and securities matters. While continuing her legal practice in Dallas, Ms. Hart also served as outside consultant to the Securities and Exchange Commission, Washington, D.C. and as a Visiting Professor at Stanford Law School. She is a graduate of the University of Pittsburgh (B.S. cum laude 1962) and Southern Methodist University Law School (L.L.B. 1965). Ms. Hart has been a member of the American Bar Association House of Delegates and has written and lectured frequently throughout the country on corporate and securities law subjects.

 


 

About Imation Corp
Imation Corp is the only company in the world solely focused on the development, manufacture and supply of removable data storage products spanning the four pillars of magnetic, optical, flash and removable hard disk storage. Additional information about Imation is available at www.imation.com or by calling 1-888-466-3456.
Risk and Uncertainties
Certain information contained in this press release which does not relate to historical financial information may be deemed to constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties that could cause our actual results in the future to differ materially from our historical results and those presently anticipated or projected. We wish to caution investors not to place undue reliance on any such forward-looking statements. Any forward-looking statements speak only as of the date on which such statements are made, and we undertake no obligation to update such statements to reflect events or circumstances arising after such date. Risk factors include our ability to successfully complete integration of the Memorex acquisition and achieve anticipated benefits and synergies; our ability to successfully defend our intellectual property, including the Memorex brand and patent licenses and the Philips patent cross license; continuing uncertainty in global economic conditions that make it particularly difficult to predict product demand; our ability to meet our cost reduction and revenue growth targets; our ability to introduce new offerings in a timely manner either independently or in association with OEMs or other third parties; our ability to achieve the expected benefits from the Moser Baer and other strategic relationships, including the Global Data Media joint venture and Exabyte relationships; the competitive pricing environment and its possible impact on inventory valuations; foreign currency fluctuations; the outcome of any pending or future litigation including the Philips litigation; our ability to secure adequate supply of certain high demand products; the ready availability and price of energy; availability of key raw materials or critical components; the market acceptance of newly introduced product and service offerings; the rate of decline for certain existing products, as well as various factors set forth from time to time in our filings with the Securities and Exchange Commission.

 

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