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: February 16, 2009
(Date of earliest event reported)

Imation Corp.

(Exact name of registrant as specified in its charter)

Commission File Number: 1-14310

Delaware	41-1838504
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

1 Imation Way
Oakdale, Minnesota 55128
(Address of principal executive offices, including zip code)

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

Not Applicable
(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

Exhibit 10.1

Exhibit 99.1

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Effective February 16, 2009, Mark E. Lucas resigned from the Board of Directors of Imation Corp. (the “Company”) in connection with his appointment as the Company’s President and Chief Operating Officer. Mr. Lucas had been a director of Imation since April 2007 and served as a member of the Company’s Audit and Finance Committee and Compensation Committee. Mr. Lucas’s resignation from the Board of Directors was a requirement of his employment offer letter discussed below and was not the result of any disagreement with the Company on any matters relating to the Company’s operations, policies or practices.

On February 16, 2009, the Company announced that Jacqueline A. Chase, Vice President, Human Resources will be leaving the Company to pursue other interests, effective May 29, 2009. Upon her departure, Ms. Chase will be entitled to a severance payment under Company’s severance agreement for executive officers.

(c) On February 16, 2009, Mark E. Lucas was appointed by the Board of Directors to serve as the Company’s President and Chief Operating Officer, effective March 17, 2009. Mr. Lucas, 54 years old, had been a director of the Company since April 2007 and previously served as Chairman and Chief Executive Officer of Geneva Watch Group, a designer, manufacturer and distributor of watches, pens and clocks under its own brand and licensed brands, from November 2005 to August 2008. Prior to that role, Mr. Lucas served as President and Chief Executive Officer of Altec Lansing Technologies, a manufacturer of consumer audio equipment, from June 2001 to August 2005. Mr. Lucas has also held executive management positions at Iomega Corporation, a data storage solutions company, from 2000 to 2001, The Gillette Company, a developer, manufacturer and seller of blades and razors, toiletries and cosmetics, from 1996 to 1999 and Duracell International Inc., a manufacturer and marketer of high-performance alkaline and other batteries, from 1988 to 1996. Mr. Lucas started his career at Nestle Corp.

The terms of Mr. Lucas’s employment, as set forth in an employment offer letter from the Company (the “Employment Offer Letter”), are described below. Such description is qualified in its entirety by reference to the full text of the Employment Offer Letter, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Pursuant to the Employment Offer Letter, Mr. Lucas will be entitled to:

• base salary in the amount of $625,000;

• participate on a pro-rated basis in the Company’s 2009 Annual Bonus Program whereby Mr. Lucas is eligible to receive, based on the Company’s achievement of certain performance objectives, a target annual bonus equal to 80% of his base salary up to a maximum bonus payout of 120% of his base salary;

• stock options valued at $900,000 which have a ten-year term and will vest ratably over a four-year period;

• shares of restricted stock valued at $900,000 which will vest ratably over a four-year period;

• participate in the Company’s medical, dental, pension and 401(k) plans;

• the Company’s standard relocation package to assist in Mr. Lucas’s move from Connecticut to Minnesota;

• benefits available to other executive officers: reimbursement of up to $2,500 in tax preparation expenses; reimbursement for costs associated with a comprehensive annual medical exam; and the payment of premiums on an executive life insurance policy; and

• 25 days of paid time off each calendar year (which will be pro-rated for 2009).

The Employment Offer Letter also provides that the Company and Mr. Lucas will enter into the Company’s form of severance agreement for executive officers and the Company’s standard form of employee agreement. Mr. Lucas’s employment is conditioned upon acceptable results of his pre-employment screening and execution of the employee agreement.

2

Upon the 2008 Annual Meeting of Stockholders held on May 7, 2008, Mr. Lucas was granted options to purchase 11,574 shares of the Company’s common stock (the “Options”) and 3,632 shares of restricted stock (the “Restricted Stock”) as part of the compensation paid to non-employee directors of the Company. The Options and Restricted Stock vest in full on the anniversary of their grant date. On February 16, 2009, the Compensation Committee determined to immediately accelerate the vesting of the Options and Restricted Stock in connection with Mr. Lucas’s resignation from the Board of Directors.

Other than as described above, there are no arrangements or understandings between Mr. Lucas and any other persons pursuant to which Mr. Lucas was selected as President and Chief Operating Officer of the Company. Mr. Lucas does not have a direct or indirect material interest in any currently proposed transaction to which the Company is to be a party in which the amount involved exceeds $120,000, nor has Mr. Lucas had a direct or indirect material interest in any such transaction since the beginning of the Company’s last fiscal year. A press release, dated February 17, 2009, announcing Mr. Lucas’s appointment as President and Chief Operating Officer is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

(e) On February 16, 2009, the Board of Directors approved the design and categories of financial performance targets for the Company for its 2009 Annual Bonus Plan. The payout of bonuses will be derived through achievement of certain levels of board approved performance targets for operating income and free cash flow.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1	Employment Offer Letter from Imation Corp. to Mark E. Lucas.
99.1	Press release dated February 17, 2009.

3

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.
By:	/s/ Paul R. Zeller
	Paul R. Zeller
	Vice President and Chief Financial Officer

Date: February 17, 2009

4

EXHIBIT INDEX

Exhibit
Number	Description
10.1	Employment Offer Letter from Imation Corp. to Mark E. Lucas.
99.1	Press release dated February 17, 2009.

5

EX-10.1

Exhibit 10.1

	Frank P. Russomanno
	President &
	Chief Executive Officer
February 17, 2009	1 Imation Place
`	Oakdale, Minnesota 55128

Mr. Mark Lucas
15 Norrans Ridge Drive
Ridgefield, CT 06877

Dear Mark:

I am very pleased to confirm Imation’s offer of employment to you as President and Chief Operating Officer reporting directly to me. You will also become a Section 16 Officer of Imation Corp. and will be a member of our internal Executive Committee. As a result of this employment, you will be required to resign, effective immediately, from the Imation Board of Directors. A copy of your resignation letter is enclosed and I ask that you sign and return it to me with your signed copy of this letter. Your employment will commence as soon as reasonably possible, on a date to be mutually agreed upon, upon your passing of our standard pre-employment screening process, detailed below.

Your base compensation will be $625,000 annually. In addition, you will be eligible to receive a target annual bonus opportunity equal to 80% of your base pay (on a pro-rated basis for 2009), up to a maximum bonus payout of 150% of the target amount (120% of pro-rated base salary for 2009). This bonus opportunity is made available through Imation’s Annual Bonus Program, which changes on an annual basis. There is no guarantee of payment under this or any future Annual Bonus Plan and payment from this program is dependent upon achievement of Imation performance objectives.

Upon your appointment to this position by the Imation Board of Directors, Imation’s Compensation Committee of the Board will grant you a long-term incentive (“LTI”) opportunity valued at $1,800,000. The LTI will be comprised of 50% value in Imation stock options and 50% value in Imation restricted stock. The strike price for the stock options will be determined on the first Monday that is a trading day in the month following your hire. The stock option grant will vest over a four-year period at 25% per year and will have a 10-year life. The restricted stock will be granted on the same date and will also vest over a four-year period at 25% per year. Both awards will be made as a part of Imation’s Annual LTI program. A sample copy of the stock option agreement, the restricted stock award agreement and the Stock Plan Prospectus are included in this offer packet.

Although not part of your employment compensation package, in recognition of your service on the Board of Directors, the Board of Directors has agreed to accelerate and immediately vest upon your resignation from the board, the Imation stock options and restricted stock granted to you on May 7, 2008.

Imation’s vacation policy will afford you 25 days of Paid Time Off (PTO), which are pro-rated based on your start date. Our PTO year begins on January 1 and ends on December 31 of each year. You will also be eligible to participate in Imation’s benefit plans including medical and dental coverage, the Imation Cash-Balance Pension Plan and 401(k) Plan. A summary of Imation’s 2009 employee benefit offerings is enclosed for your review.

Executive-level employees such as yourself are also provided with a Tax-Preparation Allotment and you will be eligible for up to $2,500 reimbursement for these expenses, payable to the tax preparer of your choice. You will also be eligible to participate in Imation’s Executive Benefit Program, which includes a Mayo Clinic Health Program and Executive Life Insurance Plan. Imation will also provide you with its standard relocation package to assist you in moving from Connecticut to Minnesota. Additional information regarding these programs is included in this offer packet.

Mr. Lucas
February 17, 2009
Page 2

In the belief that it is in the best interests of the Company and its shareholders to have your continued dedication during your employment with the Company, Imation will provide you with an Executive Severance Agreement. A copy of this severance agreement is included in this offer packet.

Imation conducts pre-employment screenings for all prospective employees. Our offer is contingent upon acceptable results of this screening. The pre-employment screening includes a background check and a medical evaluation, which includes drug/alcohol screening. Because the results from the medical screening take approximately seven days, please arrange for your appointment as soon as possible. The results of this screening can delay your start date if not scheduled promptly. To make these arrangements, contact Stillwater Medical Group P.A. at 651-275-3330 and identify yourself as an Imation applicant. You will need to fill out the enclosed medical forms and bring them with you to your scheduled appointment.

The United States Government requires employers to verify its employees are authorized to work in the United States. You will be required to complete an Employment Eligibility Form (I-9) on your first day of employment. A copy of Form I-9 is also included with this letter and I ask that you bring this completed form, along with the identifying documents set forth in the form, to your first day of employment.

Finally, as a condition of employment with Imation, you will be required to sign an Imation Employee Agreement on your first day of employment. A copy of this Agreement is enclosed for your review. Also, if you have signed any employment agreement with previous employers, please send a copy to John Sullivan prior to your scheduled first day of employment.

Mark, we are very excited to have you join the Imation team. If you have any questions concerning our offer, please feel free to contact me. I hope we have succeeded in conveying our enthusiasm for Imation and our future as a growth company.

This offer letter is being provided in duplicate. To reflect your acceptance of our offer, please sign one original and return it to me.

Sincerely,

Frank P. Russomanno
President and Chief Executive Officer
Imation Corp.

Enclosures: Imation 2009 Benefits Summary Information
Imation Employment Application and Background Investigation Authorization
Imation Executive Benefits Plans
Imation Stock Option & Restricted Stock Award Agreements & Plan Prospectus
Imation Executive Severance Agreement
Imation Employee Agreement
Imation Relocation Program
Board of Directors Resignation Letter
Form I-9
Medical Preplacement Packet

I AGREE AND ACCEPT THIS OFER ON _____ DAY OF                     , 2009.

Mark E. Lucas

EX-99.1

Exhibit 99.1

news
	1 Imation Place
	Oakdale, MN 55128-3414
	www.imation.com

Contacts	Investors:
	Matt Skluzacek
	Imation Corp.
	651.704.5818
	mskluzacek@imation.com
	News Media:
	Mary Rawlings-Taylor
	Imation Corp.
	651.704.6796
	mjrawlings-taylor@imation.com

Imation Names Mark E. Lucas President and Chief Operating Officer

     OAKDALE, MINN. (Feb. 17, 2009) — Imation Corp. (NYSE: IMN) today announced the hiring of Mark E. Lucas as president and chief operating officer, effective March 17, 2009. The Company’s Board of Directors approved Lucas’ appointment on February 16, 2009. The Board also approved the appointment of Imation Chief Executive Officer Frank P. Russomanno to the position of vice chairman.

     As Imation COO, Lucas will have responsibility to provide leadership to Imation’s global Commercial and Consumer operations, reporting to CEO and Vice Chairman Russomanno.

     “Imation continues its transformation to a brand and product management company with a broad portfolio of consumer and commercial brands and global distribution unmatched by our competitors. We’re pleased to add someone with Mark’s experience in global retail brands, multi-channel sales, planning and supply chain management to our leadership team,” said Russomanno. “As a seasoned executive with successful P&L management experience at both small companies and Fortune 500s, Mark has built value in both domestic and international markets. His experience, combined with his knowledge of Imation through his service on our Board of Directors, will enable him to immediately engage and drive value for Imation.”

     Lucas has most recently been chairman and chief executive officer of Geneva Watch Group, a privately held company that is a leading designer, manufacturer and distributor of watches, pens and clocks under both its own brand and licensed brands, from November 2005 through August 2008. Prior to that, he was president and chief executive officer of Altec Lansing Technologies from June 2001 to August 2005. Lucas has also held executive management positions at Iomega Corporation from 2000 to 2001, The Gillette Company from 1996 to 1999, and Duracell International Inc. from 1988 to 1996. He started his career at Nestle Corp. Lucas has been a member of Imation’s Board of Directors since April 2007 and resigned that position effective February 16, 2009.

     “I’m pleased to be joining Imation as COO, and am excited about the opportunities I see for the Company.” Lucas said. “The current management team has taken great steps in transforming Imation into a brand and product management company. With the acquisitions or licensing of global consumer brands like Memorex, TDK Life on Record, and XtremeMac, combined with the company’s deep commercial product portfolio, broad global footprint, and extensive IP position, Imation has developed a very solid foundation to deliver profitable growth. I look forward to working with Frank and the Imation team.”

     Lucas holds a Bachelor of Science in industrial engineering management, and a Master of Business Administration in management, both from Renssalaer Polytechnic Institute.

     About Imation Corp.

Imation is a leading global developer and marketer of branded products that enable people to capture, save and enjoy digital information. Our world-class portfolio of digital storage products, audio and video electronics and accessories reaches customers through a powerful global distribution network. Our goal is a company with strong commercial and consumer businesses and continued long-term growth and profitability that creates shareholder value. Imation Corp.’s global brand portfolio, in addition to the Imation brand, includes the Memorex brand, one of the most widely recognized names in the consumer electronics industry, famous for the slogan, “Is it live or is it Memorex?” and the XtremeMac brand. Imation is also the exclusive licensee of the TDK Life on Record brand, one of the world’s leading recording media brands. Additional information about Imation is available at http://www.imation.com.

Imation, the Imation logo, Memorex, the Memorex logo, ‘Is it live or is it Memorex?’ and XtremeMac are trademarks of Imation Corp. and its subsidiaries. The TDK Life on Record logo is a trademark of TDK Corporation. All other trademarks are property of their respective owners.