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): September 27, 2015

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 WAY  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))

Item 1.01. Entry into a Material Definitive Agreement.

In connection with the Restructuring Plan described in Item 2.05 below, Imation Corp. (the “Company” and together with its subsidiaries and affiliates, each individually, an “Imation Entity” and collectively, the “Imation Entities”) entered into an agreement (the “TDK Agreement”), with TDK Corporation (“TDK”) on September 28, 2015 whereby TDK will transfer 6,675,764 shares of the Company’s common stock (the “TDK Shares”), subject to later adjustment as described below, to the Company on a date no later than October 31, 2015 (the “Effective Date”).  The TDK agreement also provides  for the termination of the License Agreements (as defined below) and the termination of certain of TDK’s rights under the Investor Rights Agreement, dated as of July 31, 2007, by and between the Company and TDK (as amended, the “Investor Rights Agreement”).

Pursuant to the TDK Agreement, the Company and TDK will terminate, as of the Effective Date, (a) the Trademark License Agreement, dated as of July 31, 2007, by and between the Company and TDK (as amended, the “US License Agreement”) and (b) the IMN Trademark License Agreement, dated as of July 31, 2007, by and between the Company (as successor in interest to IMN Data Storage Holdings CV, a Dutch private limited partnership (“Imation Dutch”) pursuant to the Deed of Novation, dated July 1, 2013, by and among Imation Dutch, TDK and the Company) and TDK (as amended, the “Global License Agreement” and together with the US License Agreement, each individually a “License Agreement” and, collectively, the “License Agreements”), pursuant to which the Company and certain other Imation Entities have been granted the right to use the Licensed Trademarks (as defined in the License Agreements), certain domain names (the “Licensed Domain Names”) for the marketing and sale of Licensed Products (as defined in the License Agreements), and rights under certain patents to market, distribute and sell Current Magnetic Tape Products and Current Optical Media Products (each as defined in the License Agreements) (collectively, such patents, the Licensed Trademarks and Licensed Domain Names to be referred to herein as the “Licensed IP”). After termination of the License Agreements, the Company will no longer have the right to use the Licensed IP, except as required through December 31, 2015 to fulfill already existing obligations and in certain other limited circumstances in connection with the Company’s wind down of the related businesses.

Additionally, as of the Effective Date, TDK shall no longer have the following rights under the Investor Rights Agreement: (i) the right to designate one employee or director of TDK or TDK’s affiliates as a nominee to stand for election as a director of the Company; (ii) information rights; (iii) preemptive rights; and (iv) demand  registration rights. The TDK Agreement also provides for certain transition matters relating to the Company’s wind down of the related businesses.

The TDK Shares will be held by the Company in escrow pending the filing of Imation’s Form 10-Q for the fiscal quarter ended September 30, 2015 and will be subject to adjustment based on the shareholders’ equity of the Company reported therein.

The description of the US License Agreement is qualified in its entirety by reference to the copy of the US License Agreement attached as Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on August 3, 2007 and incorporated herein by reference. The description of the IMN Trademark License Agreement is qualified in its entirety by reference to the copy of the IMN Trademark License Agreement attached as Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on August 3, 2007 and incorporated herein by reference. The description of the Investor Rights Agreement is qualified in its entirety by reference to the copy of the Investor Rights Agreement attached as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on August 3, 2007 and incorporated herein by reference.

1

Item 1.02 Termination of a Material Definitive Agreement.

The information set forth above under Item 1.01 is incorporated by reference into this Item 1.02.

Item 2.05. Costs Associated with Exit or Disposal Activities.

On September 27, 2015, the Company adopted a restructuring plan (the “Restructuring Plan”) pursuant to which the Company will (i) terminate all sales and operations of its worldwide tape (“Storage Media”) business (other than in certain foreign jurisdictions as described below), (ii) terminate all sales and operations of its worldwide Consumer Storage and Accessories (“CSA”) business (other than in certain foreign jurisdictions as described below and in North America), and (iii) further reduce and rationalize its corporate overhead. The Company has initiated the process of terminating the sales and operations of the European and certain other foreign operations of its Storage Media and CSA businesses, which requires certain approvals under applicable law in those jurisdictions. The Company will continue its Nexsan and IronKey businesses.

The Company is entering into the Restructuring Plan as a result of continued losses due to secular declines in its legacy Storage Media and CSA businesses and to reduce the cost structure and streamline the organization in light of these changes. The Company expects that it will incur approximately $140-160 million in total charges for the Restructuring Plan and will substantially complete the Restructuring Plan on or before the first quarter of 2016, with most of its charges incurred in the third and fourth quarter of 2015.

Under the Restructuring Plan, the Company may incur $30 million in costs for employee severance, retention payment, and other employee compensation. Additionally, the Company will incur a charge of approximately $40 million in connection with the write-down of its intangibles, as well as a charge of approximately $36 million due as a result of writing-off the Company’s remaining goodwill balance. Additionally, the Company will incur a charge of approximately $20 million due to the re-classification of the Company’s real properties as “Assets Held for Sale” as the Company prepares to sell its headquarters located in Oakdale, Minnesota and its Santiago, Chile and London, Canada properties. Approximately $30-40 million of the total charges will require cash expenditures.

The above estimated costs and charges are preliminary and may vary materially based on various factors, including timing in execution of the Restructuring Plan and changes in management’s assumptions and projections.

Item 2.06 Material Impairments.

The information set forth above under Item 2.05 is incorporated by reference into this Item 2.06.

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

Williams Separation Agreement

In connection with the Restructuring Plan, on September 28, 2015, the Company and R. Ian Williams, Vice President, Group President Tiered Storage and Security of the Company, entered into a Separation Agreement (the “Separation Agreement”) pursuant to which Mr. Williams resigned his position as an executive officer and terminated his employment with the Company effective as of September 28, 2015. Mr. Williams will provide general consulting services as requested by the Company until November 27, 2015 and will receive consulting fees of $157.00 per hour, plus reasonable expenses. Mr. Williams will receive $769,440.66 after entering into an effective general release of all claims against the Company.

2

The description of the Separation Agreement in this Current Report on Form 8-K is qualified in its entirety by reference to the copy of the Separation Agreement attached hereto as Exhibit 10.1 and incorporated herein by reference.

Termination of Executive Officers

In connection with the Restructuring Plan, on September 27, 2015, the Board directed the Interim President to provide notice of termination under the Worker Adjustment and Retraining Notification (“WARN”) Act to the following executive officers of the Company: (i) Scott Robinson, Vice President and Chief Financial Officer, (ii) Gregory Bosler, Senior Vice President, Group President, Consumer Storage and Accessories and (iii) John Breedlove, Vice President, General Counsel and Secretary (the “Noticed Executives”), with termination dates currently expected no later than the first quarter of 2016. The Board authorized the Interim President to terminate the Noticed Executives pursuant to the terms of the Severance Agreements (defined below) and in accordance with the requirements of the WARN Act, effective as of a date he deems appropriate.

Each of the Noticed Executives is party to an Amended and Restated Severance and Change of Control Agreement (collectively the “Severance Agreements” and each, individually, a “Severance Agreement”). Pursuant to the Severance Agreements, a “Change of Control” as defined in the Severance Agreement, occurred in May 2015. Upon termination without Cause within one year of a Change of Control, each of the Noticed Executives is entitled to receive a lump sum equal to two times the Noticed Executive’s total annual base salary in effect for the fiscal year of termination plus two times the average of the annual bonuses for the two fiscal years prior to termination. In addition, each Noticed Executive is entitled to receive a prorated portion of the annual bonus each Noticed Executive would have been entitled to receive under the applicable annual bonus plan assuming that all of the performance metrics for the annual bonus plan would be achieved at the target (100%) level, prorated based on the number of days in the calendar year up to and including the date of termination, less the amount paid at the time of the Change of Control. At that time, the Noticed Executives were paid a portion of the annual bonus, assuming that the performance goal for the year of the Change in Control would be achieved at the target (100%) level, prorated based on the number of calendar days in the year up to and including the date of the Change in Control.

With respect to awards under the Company’s long-term incentive program, upon a Change of Control, the right to receive the shares of restricted stock is converted to a right to receive an amount equal to the cash value of the restricted stock, based on the cash value of a share at the time of the Change in Control. The Noticed Executives were vested in a portion of the cash value of both their performance-based restricted stock and performance-based cash awards, assuming that the performance goal for the year of the Change in Control would be achieved at the target (100%) level, prorated based on the number of calendar days in the year up to and including the date of Change in Control. Upon termination without Cause within one year of a Change of Control, each of the Noticed Executives is entitled to receive an additional payment as if the entire Performance Award was achieved at the target (100%) level as of the date of the Change in Control, less any amounts paid to the Noticed Executive as of the date of the Change of Control as described above.

3

Each Noticed Executive who is terminated will also be entitled to receive (i) a lump sum payment equal to the employer portion of the Company’s standard medical and dental insurance coverages, as elected by the Noticed Executive, in an amount equivalent to 24 months of coverage after termination, (ii) up to $10,000 in outplacement services and (iii) the standard benefits that they are entitled to receive under the Company’s 401(k) Plan, Pension Plan and Non-Qualified Pension Plan. The amount received by each Noticed Executive who is terminated will be reduced to an amount so that no federal excise tax due under Section 4999 of the Internal Revenue Code is owed by the executive.

The description of the terms of the Severance Agreements is qualified in its entirety by reference to the copy of the Form of Severance Agreement which is attached as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on November 25, 2014.

Appointment of Executive Officer

In connection with the Restructuring Plan, on September 27, 2015, the Board of Directors appointed Robert B. Fernander to serve as Interim Group President, Tiered Storage and Security Solutions, effective September 28, 2015. Mr. Fernander, age 57, has served on the Board of Directors of the Company since May 22, 2015. Since September 2014, Mr. Fernander has served as an advisor and provided consulting services for I/O Switch Technologies, Inc., a developer of data center technologies, Storage Strategies NOW, an industry analyst firm that offers written publications and analysis for IT users, business and technology leaders and venture capitalists, and FLM.TV, a company focused on delivering, distributing, and marketing independent film. Prior to that, Mr. Fernander served as the Chief Revenue Officer of Datagres Technologies Inc., a data storage optimization software company, from September 2013 until September 2014. During his time at Datagres Technologies Inc., Mr. Fernander also served on its board of directors. Mr. Fernander served as the CEO and a member of the board of directors of Gnodal Limited, a storage and computer networking company, from 2012 until 2013 when it was acquired by Cray Inc. From 2007 until 2012, Mr. Fernander served on the board of directors and as the CEO of Pivot3 Inc., a hyper converged storage and compute platform. Prior to serving at Pivot3, Mr. Fernander served as an executive at several private startup companies. For over four years, Mr. Fernander served as a Vice President at Compaq Computer Corporation, a company that developed, sold and supported computers and related products and services. For over nine years, Mr. Fernander also held several sales and marketing leadership positions at Sun Microsystems, Inc., a company that sold computers, computer components, computer software and information technology services.

Mr. Fernander will receive compensation of $35,000 per week for his services as Interim Group President, Tiered Storage and Security Solutions. Mr. Fernander does not have any direct or indirect material interest in any currently proposed transaction to which the Company is to be a participant in which the amount involved exceeds $120,000, nor has he had a direct or indirect material interest in any such transaction since the beginning of the Company’s last fiscal year, except as follows. Pursuant to a Consulting Agreement (the “Fernander Agreement”) dated August 17, 2015, Mr. Fernander agreed to perform consulting services for the Company for the period from August 19, 2015 to October 14, 2015, including assisting the Company with a review and assessment of the Nexsan and Mobile Security businesses of the Company. Prior to being appointed as Interim Group President, Tiered Storage and Security Solutions, Mr. Fernander received consulting fees of $25,000 per week from the Company under the terms of the Fernander Agreement. Upon being appointed Interim Group President, Tiered Storage and Security Solutions, the Fernander Agreement was terminated. Mr. Fernander will remain on the Board of Directors but as an employee Director, he will not be compensated for his service.

4

Continuation of Term of Interim President

On September 27, 2015, the Board of Directors extended the term of Barry L. Kasoff as Interim President of the Company until the earlier of December 31, 2015 or his replacement by a new Chief Executive, resignation death or removal.

Item 8.01. Other Events.

On September 28, 2015, the Company issued a press release announcing certain events described above. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1	Separation Agreement, dated as of September 28, 2015, by and between the Company and R. Ian Williams.
99.1	Press Release dated September 28, 2015.

5

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:	September 28, 2015	By:	/s/ Barry L. Kasoff
			Barry L. Kasoff
			Interim President

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
10.1	Separation Agreement, dated as of September 28, 2015, by and between the Company and R. Ian Williams.
99.1	Press Release dated September 28, 2015.

EX-10.1

Exhibit 10.1

SEPARATION AGREEMENT

This Separation Agreement (this “Agreement”), dated as of September 28 2015, is between Imation Corp., a Delaware corporation (the “Company”) and R. Ian Williams, an individual (“Mr. Williams”).

WHEREAS, the parties desire to formalize their mutual understanding regarding the terms of Mr. Williams’ termination of employment with the Company.

The parties to this Agreement agree as follows:

1.Mr. Williams hereby resigns all employment with the Company, including his position as the Vice President, Group President Tied Storage and Security Solutions of the Company, and all of his positions as an officer or director of the Company’s subsidiaries, effective September 28, 2015 (the “Date of Termination”).

2.Mr. Williams agrees to make himself reasonably available to work as a consultant to the Company, working for Mr. Robert Fernander, between the period September 29, 2015 to November 27, 2015, at the rate of $157 per hour, plus reasonable expenses.

3.Mr. Williams shall be paid severance in the sum of $769,440.66. That amount shall be placed in escrow on the Date of Termination and shall be paid, subject to any required withholding, on the date the signed general release described in Section 4 becomes irrevocable and effective; provided, that Mr. Williams forfeits all rights to severance amount if he revokes (or rescinds) the release.  Mr. Williams shall not be entitled to any other rights or benefits under any Company benefit plan or agreement beyond the amounts expressly stated in this Agreement, including, without limitation, under the Amended and Restated Severance and Change of Control Agreement, dated November 24, 2014, between Mr. Williams and the Company.

4.In consideration of the above and to receive the benefits described in this Agreement, Mr. Williams agrees to execute a general release of all claims, in the form set forth as Schedule A to this Agreement, effective as of the Date of Termination.

5.In further consideration of the amount to be paid to him pursuant to Section 3 above, Mr. Williams hereby waives any and all rights he may have under the Worker Adjustment and Retraining Notification Act (WARN Act), and Minn. Stat. § 116L.976, to the extent such Act or Statute may be applicable.

6.All additions or modifications to this Agreement must be made in writing and executed by both parties.

7.This Agreement is made under and will be construed according to the laws of the State of Minnesota.

AGREED, as of the date first written above:

IMATION CORP.	MR. WILLIAMS
By: /s/ Barry L. Kasoff	/s/ R. Ian Williams
	R. Ian Williams

Page 2 of 9

·      Schedule A

to Separation Agreement

Page 3 of 9

GENERAL RELEASE AGREEMENT

This  General Release Agreement (“Agreement”) is entered into by and between Imation Corp. (“Imation”) and R. Ian Williams (“you” or “your”).  In consideration of the mutual promises, warranties, covenants, agreements and promises contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, you and Imation agree as follows:

1.           Separation Agreement.  This General Release Agreement is made by you in consideration of and as a term of the Separation Agreement dated September 28, 2015.

2.           Non-Admission.  This Agreement does not, and is not intended to, constitute, nor shall it be deemed to constitute, an admission by Imation of any liability to, or wrongdoing of any kind against, you, and you agree that you will never contend that it does constitute such an admission.  Imation specifically disclaims any liability to, or wrongful acts against, you or any other person.

3.           Release of Claims.  You agree that in exchange for the compensation paid to you under the terms of the Separation Agreement referenced in Section 1 of this Agreement, you release and discharge Imation and its subsidiaries, parents, affiliated companies, and their respective officers, employees, agents, fiduciaries, insurers, representatives, shareholders, directors, successors, and/or assigns, in any and all capacities, (collectively, the “Released Parties”) from all liability, to the fullest extent permitted by law, for any and all claims, actions, causes of action, promises, agreements, damages, or costs or expenses of any kind, whether known or unknown, under any theory of pleading or proof, arising from or relating to your employment with Imation, the termination of your employment with Imation, and any other actions, decisions, alleged omissions, or events occurring through the date of your signing of this Agreement.  You understand and agree that your release of claims in this Agreement includes, but is not limited to, any claims arising under or based upon the Age Discrimination in Employment Act; Older Worker Benefits Protection Act, Americans With Disabilities Act; Title VII of the Civil Rights Act of 1964; the Equal Pay Act; the Civil Rights Act of 1991; Sections 1981 through 1988 of Title 42 of the United States Code, as amended; the Occupational Safety and Health Act, as amended; the Employment Retirement Income Security Act; the Family and Medical Leave Act; the Minnesota Human Rights Act; Minn. § 181.81; Minn. Stat. § 176.82; Minn. Stat. §§ 181.931, 181.932, 181.935; and/or Minn. Stat. §§ 181.940–181.944; any provision of the Minnesota or federal Constitutions; or any other federal, state, or local, statute, regulation, rule, ordinance, or law.

You also agree and understand that except as expressly reserved in this Agreement, you are giving up all other claims against the Released Parties, whether grounded in contract, tort or equitable theories (including but not limited to negligence), to the fullest extent permitted by law, including but not limited to:  wrongful discharge; breach of express or implied contract; tortious interference with contractual relations or economic advantage; promissory estoppel; detrimental reliance; breach of the implied covenant of good faith and fair dealing; breach of express or implied promise; breach of manuals or other policies; breach of fiduciary duty; assault; battery; fraud; false imprisonment; invasion of privacy; conspiracy; intentional or negligent misrepresentation; defamation, including libel, slander, discharge defamation and self-publication defamation; harassment; claims for unpaid compensation (including, but not limited to any claim for severance, commissions, bonus, accumulated leave, or benefits); discharge in violation of public policy; whistleblower retaliation; intentional or negligent infliction of emotional distress; or any other theory, whether legal or equitable, including, but not limited to, any claims for damages, declaratory or injunctive relief of any kind, or attorneys’ fees.

Page 4 of 9

PROVIDED, that nothing in this Agreement shall be deemed to terminate or reduce in any way any right you  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.  Nothing in this Release or in this Agreement shall be deemed to terminate or reduce your right to a defense, provided by Imation, to any currently pending legal or administrative action.

Nothing in this Agreement is intended to:  (1) constitute an unlawful waiver of any of your rights under any laws; (2) waive your right to challenge the enforceability of this Agreement; (3) waive or release your right to enforce the Separation Agreement dated September 28, 2015; (4) waive your right to file an administrative charge with the EEOC or any other administrative agency under applicable law, or participate in any agency investigation, although you do waive and release your right to recover any monetary or other damages, including but not limited to compensatory damages, punitive damages, and liquidated damages; or (5) prevent or interfere with your right to provide truthful testimony, if under subpoena or court order to do so, or respond as otherwise provided by law.

You understand and agree that, except as expressly stated in this Agreement, any and all claims which you have, had, or might have had against any of the Released Parties occurring up through the date you sign this Agreement are fully released and discharged by this Agreement.

4.           ADEA Compliance.  You have been informed of your right to review and consider this Agreement for 21 calendar days, if you so choose.  You further agree and acknowledge that (a) your waiver of rights under this Agreement is knowing and voluntary as required under the Age Discrimination in Employment Act (“ADEA”) and Older Worker Benefits Protection Act; (b) you understand the terms of this Agreement; (c) Imation advises you to consult with an attorney prior to executing this Agreement; (d) you may rescind this Agreement insofar as it extends to potential claims under the ADEA by providing written notice to Imation within seven (7) calendar days after the date of your signature below.  To be effective, the rescission must be in writing and delivered to Imation either by hand or by mail within the seven (7)-day period.  If delivered by mail, the rescission must be:  (i) postmarked within the seven (7)-day period; (ii) properly addressed to John Breedlove, Vice President, General Counsel and Corporate Secretary, Imation Corporation, 1 Imation Way, Oakdale, MN 55128; and (iii) sent by certified mail, return receipt requested.  If you timely exercise your right to rescind your release of claims under the ADEA, Imation may, at its option, either nullify this Agreement in its entirety, or keep it in effect in all respects other than as to that portion of the Agreement you have rescinded.  If Imation chooses to nullify the Agreement in its entirety, Imation will have no obligations under this Agreement to you or to any others whose rights derive from you, but the cessation of your employment will be unaffected.

5.           MHRA Compliance.  You have been informed of your right to rescind this Agreement insofar as it extends to potential claims under the Minnesota Human Rights Act (“MHRA”), Minn. Stat. § 363A, et seq., by providing written notice to Imation within fifteen (15) calendar days after the date of your signature below.  To be effective, the rescission must be in writing and delivered to Imation either by hand or by mail within the fifteen (15)-day period.  If delivered by mail, the rescission must be:  (i) postmarked within the fifteen (15)-day period; (ii) properly addressed to John Breedlove, Vice President, General Counsel and Corporate Secretary, Imation Corporation, 1 Imation Way, Oakdale, MN 55128; and (iii) sent by certified mail, return receipt requested.  If you timely exercise your right to rescind his release of claims under the MHRA, Imation may, at its option, either nullify this Agreement in its entirety, or keep it in effect in all respects other than as to that portion of the Agreement you have rescinded.  If Imation chooses to nullify the Agreement in its entirety, Imation will have no obligations under this Agreement to you or to any others whose rights derive from you, but the cessation of your employment will be unaffected.

Page 5 of 9

6.           Prior Obligations.  You agree that notwithstanding any other term of this Agreement or the Separation Agreement between the parties dated September 28, 2015 , the provisions of the Employee Agreement, dated March 5, 2009, shall continue in effect and survive the termination of his employment with Imation, for any reason.  To the extent that any of the terms or conditions of this Agreement conflict with the terms or conditions of that Employee Agreement, then the terms and conditions of this Agreement shall control.

7.           Employee Covenants.

a.     Non-Disclosure and Non-Use of Confidential Information.  You agree that in addition to any other obligations you have pursuant to contract or statute to preserve the confidentiality of Imation’s confidential and proprietary information and/or trade secrets, you will not disclose, divulge, furnish, or make accessible to anyone, or use in any way at any time, including, without limitation, in connection with any future employment, any Confidential Information (as defined below) which you acquired during your employment with Imation or any of its predecessors, parents, or affiliated companies, whether or not such Confidential Information was created or developed by you.  “Confidential Information” means information that is not generally known to the public that is or has been used, developed, or obtained by Imation or any of its predecessors or affiliated companies, in connection with their business, including but not limited to, information, documents, observations, and/or data obtained by you during your employment with Imation or any of its predecessors, parents, or affiliated companies concerning the business or affairs of Imation or any of its affiliated companies; Imation’s or any affiliate’s products, services, fees, costs, pricing structures, or any other financial information; Imation’s or any affiliate’s business, marketing, sales or financial strategies or plans; marketing- or sales-related information; business-related analyses, photographs and reports; computer software (including operating systems, applications and program listings); databases; account and business methods; inventions, devices, new developments, methods and processes (whether patentable or unpatentable and whether or not reduced to practice); customers and clients and customer and client lists; all technology and trade secrets; and all similar and related information in whatever form.  The foregoing obligations of confidentiality shall not apply to any knowledge or information that (i) is now or subsequently becomes generally publicly known for reasons other than your violation of this Agreement; (ii) is independently made available to you in good faith by a third party who has not violated a confidential relationship with Imation or any of its predecessors or affiliated companies; or (iii) is required to be disclosed by legal process, other than as a direct or indirect result of the breach of this Agreement by you.  If you are asked to disclose Confidential Information by legal process, you agree to promptly notify Imation of such request and cooperate with Imation, at its expense, to assert any legal challenges or appeals to such legal process.  If you are required to comply with any legal process, you agree to promptly inform Imation of such legal process and limit your disclose only to the Confidential Information expressly required to be disclosed by such legal process.

b.     Non-Competition.  You agree that for a period of twenty-four (24) months following the Termination Date (the “Non-Competition Period”), you will not be an owner, investor, shareholder, principal, joint venturer, partner, employee, contractor or consultant in or for, or otherwise perform services for, any enterprise, association, company, joint venture, partnership or individual that is engaged in or about to become engaged in research on or development, manufacture, marketing, sale, merchandising, leasing, servicing or promotion of a Conflicting Product (each, a “Conflicting Organization”) in the United States or in any country in which Imation conducts business, except that (i) you may accept employment with a Conflicting Organization whose business is diversified and which has separate and distinct divisions, provided that prior to accepting such employment, Imation shall receive separate written assurances satisfactory to Imation from such Conflicting Organization and you that you will not render services, directly or indirectly, to any division or department that engages in, or otherwise in connection with, the development, manufacture, marketing, sale, merchandising, leasing, servicing or promotion of any Conflicting Product and (ii) you may serve as a director of a business entity engaged in the sale and distribution of consumer products if (A) the business entity’s sale or distribution of Conflicting Products is merely incidental to its primary business or (B) Imation exits the business of selling and distributing consumer products.  “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 that Imation researched, developed, manufactured, marketed, sold, merchandised, leased, serviced or promoted during the last three years of your employment with Imation.

Page 6 of 9

c.     Non-Solicitation.  You agree that during the Non-Competition Period, you will not, either individually or in partnership or jointly or in conjunction with any other person, entity or organization, as principal, agent, investor, consultant, independent contractor, advisor, shareholder, owner, partner, employer or employee or in any other manner, directly or indirectly: (i) induce or attempt to induce any employee of Imation or its affiliated companies to leave the employ of Imation or its affiliated companies or otherwise interfere with the relationship between Imation and/or its affiliated companies and any employee of Imation and/or its affiliated companies; (ii) induce or attempt to induce any customer, supplier or other business partner of Imation and/or its affiliated companies to cease doing business with Imation and/or its affiliated companies, or otherwise interfere with the relationship between Imation and/or its affiliated companies and their respective customers, suppliers, or other business partners; or (iii) solicit or attempt to solicit, for your own benefit or on behalf of anyone other than Imation, the business of any person or business entity known to you to be a customer or potential customer of the Imation and/or its affiliated companies, with respect to any Conflicting Product.

d.     Third Party Information.  You acknowledge that Imation has received from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on Imation’s part to maintain the confidentiality of such information and to use it only for certain limited purposes.  You will not disclose or use in any manner or at any time any Third Party Information except for the exclusive benefit of Imation.

e.     Non-Disparagement.  You shall not make, cause to be made, issue, release, authorize or confirm, directly or indirectly, any comments or statements, written, oral or electronic, in any format or medium, which are defamatory or disparaging of Imation, its affiliated companies, or their respective operations, products, policies or practices, directors, officers, employees, agents, or representatives, or otherwise, by action or omission, do anything to damage Imation’s business reputation or goodwill.

f.     Cooperation.  Upon request at any time, you agree to give reasonable assistance and cooperation willingly in any matter relating to your experience as an executive, officer or employee of, or a member of the Board of, Imation, as Imation may request, including (1) providing information concerning, or assistance with, investigations, claims, litigations, or other matters in which you were involved or as to which you potentially have knowledge by virtue of your employment with Imation, and/or (2) your attendance and truthful testimony where deemed appropriate by Imation, with respect to any investigation or Imation’s defense or prosecution of any existing or future claims or litigations relating to matters in which you were involved or as to which you potentially have knowledge by virtue of your employment with Imation.  To the extent permitted by law, Imation will reimburse your reasonable, pre-approved expenses incurred in connection with any travel that may be required to fulfill your obligations under this Section and compensate you for your time at the rate set forth in paragraph 5 of the Separation Agreement dated September 28, 2015.

8.           Consulting.  Following the Termination, you agree to provide consulting services to Imation pursuant to the terms outlined in the Separation Agreement dated September 28, 2015.

Page 7 of 9

9.           Return of Company Property.  You agree and represent that you have returned or will, following the execution of this agreement, promptly return all Imation equipment and property, including, without limitation, all notes, memoranda, correspondence, files, records, reports, notebooks, technical charts or diagrams, customer lists or information, sales and marketing information, software, equipment, materials, keys and credit cards, and other data, and all copies thereof, and all other tangible Imation property, which was in your possession or under your control at the time of your termination.  In addition, you agree that you have provided to Imation all password and similar information which will be necessary or useful for Imation to access materials on which you worked or to otherwise continue in its business.

10.           Entire Agreement.  Except as specifically set forth herein, this Agreement (together with the Separation Agreement dated September 28, 2015) sets forth the entire agreement between the parties, and it fully supersedes and replaces any and all prior agreements or understandings between the parties pertaining to the subject matter of this Agreement including, but not limited to, the Amended and Restated Severance and Change of Control Agreement.  You represent and acknowledge that, in executing this Agreement, you did not rely and have not relied upon any representation or statement made by Imation, or by any of its agents, representatives or attorneys, with regard to the subject matter, basis, or effect of this Agreement or otherwise.

11.           Waiver of Breach.  The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

12.           Modification.  This Agreement may not be modified, altered, or amended except by an instrument in writing, signed by you and a duly authorized representative of the Board of Directors of Imation.

13.           Binding Effect.  This Agreement shall be binding upon you and upon your heirs, administrators, representatives, executors, successors and assigns, and shall inure to the benefit of Imation and its representatives, transferees, successors and assigns.  You represent and warrant that no right, claim, or cause of action covered by this Agreement has been assigned or given to any other person or entity.

14.           Severability.  You agree that, whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law and to carry out each provision herein to the greatest extent possible, but if any provision of this Agreement is held to be void, voidable, invalid, illegal or for any other reason unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not be affected or impaired thereby, and will be interpreted so as to effect, as closely as possible, the intent of the parties hereto.  Furthermore, in lieu of such illegal, invalid, or unenforceable provision, there shall be added automatically as part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.  However, if this Agreement is held invalid, illegal or unenforceable, and if the law permits voiding this Agreement, Imation may void this Agreement.

15.           Remedies.  You agree that in addition to any other remedies available at law or in equity, if you violate any of your obligations under Section 7 of this Agreement, then (1) you will forfeit the Severance Payment if then unpaid, or shall be required to repay the Severance Payment, or any part thereof, if already made to you, and (2) Imation shall be entitled to obtain equitable relief in a court of competent jurisdiction in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available, without the necessity of posting bond or of proving actual damages.  If either party is required to bring an action to enforce its rights under this Agreement, the prevailing party shall be entitled to recover its attorneys’ fees and costs associated with such an action.

Page 8 of 9

16.           Arbitration.  Except for actions for equitable or injunctive relief pursuant to Section 15, any controversy, dispute or claim arising out of or in connection with or relating to this Agreement, or the breach, termination or validity hereof, or any other claim by you arising from your employment or the termination thereof shall be resolved by arbitration before a single arbitrator conducted in accordance with the Employment Arbitration Rules then in force (the “AAA Rules”) of the American Arbitration Association (the “AAA”), unless the parties shall mutually agree to use an entity or group other than the AAA for arbitration of a Dispute.  The arbitration site shall be Minneapolis, Minnesota and the costs thereof shall be shared equally by the parties.  The arbitration decision shall be binding.  Judgment on the decision or award rendered by the arbitrator may be entered and specifically enforced in any court having jurisdiction thereof.

17.           Governing Law, Jurisdiction, and Forum.  This Agreement shall be governed by the law of the State of Minnesota (insofar as federal law does not control) without regard to the choice of law rules of that State.  The parties agree that any and all legal actions or proceedings brought by Imation for equitable or injunctive relief under Section 15 of this Agreement shall be brought exclusively in the state or federal courts of Hennepin County, Minnesota.  The parties irrevocably submit to the exclusive jurisdiction and venue of said courts in any such action or proceeding.

18.           Signatures.  This Agreement may be signed in counterparts, which together shall constitute the original.  Faxed or electronic signatures will be acceptable as originals.  Imation represents that the signatory of this Agreement has the authority to sign on behalf of Imation.

19.           Representation.  You agree and acknowledge that you have received and read this Agreement, that the provisions of this Agreement are understandable to you, and that you fully appreciate and understand the meaning of the terms of this Agreement and their effect.  You agree and acknowledge that you have been provided with a reasonable and sufficient period of at least twenty-one (21) days within which to consider whether or not to accept this Agreement, and you are hereby advised to consult with an attorney for advice in connection with this Agreement prior to signing it.  You acknowledge and agree that you have entered into this Agreement freely and voluntarily.

IN WITNESS WHEREOF, the parties have executed this Agreement by their signatures below.

Dated:
	R. Ian Williams
Dated:	Imation Corp.
	By

Page 9 of 9

EX-99.1

Exhibit 99.1

Imation Announces Steps to Accelerate Strategic Transformation

To wind down all non-European operations in Company’s legacy tape media business and Consumer Storage and Accessories segment

Reaches agreement with TDK Corporation to end exclusive long-term license agreement and for TDK’s return of 6.7 million shares

Appoints Interim Group President, Tiered Storage and Security Solutions

Decisions intended to advance transformation into a stable enterprise poised for long-term sustainable growth

OAKDALE, Minn.--(BUSINESS WIRE)--September 28, 2015--Imation Corp. (NYSE:IMN) (the “Company”) today announced a series of actions designed to accelerate its strategic transformation. The Board of Directors (the “Board”) has authorized plans to wind down the non-European operations of the Company’s legacy tape media business and Consumer Storage and Accessories (“CSA”) segment, and to end the long-term license agreement with TDK Corporation (“TDK”). Imation will leverage cash from the wind down to reinvest in its Tiered Storage and Security Solutions (“TSS”) segment.

Barry L. Kasoff, interim President and Member of the Board of Directors, commented, “After careful consideration, we concluded these wind downs are critical in our ongoing effort to create a leaner, more focused Imation. Our TSS segment is the foundation for the Company’s profitable growth over the long term. The Board, together with management, remains intensely focused on building that business and driving efficiencies throughout the organization to enhance performance."

“The steps we are taking today are important milestones in our efforts to reestablish Imation as a more competitive company that is well-positioned for growth and success,” said Joseph A. De Perio, non-executive Chairman of the Board. “Exiting certain legacy businesses will improve our near-term financial performance and position the Company for profitable growth. The Board and the management team are all focused on creating sustainable long-term value for stockholders.”

The streamlined Imation will focus on the significant market opportunity for secure data-storage solutions, helping organizations worldwide safeguard high-value data while addressing scale, availability and performance requirements.

The Company is also capitalizing on the strong demand for comprehensive solutions for securing the mobile workforce. The Company will also evaluate ways to invest its capital to create equity value for shareholders.

As part of its efforts to become a pure-play data-storage and security company, Imation reached a definitive agreement with TDK under which TDK will relinquish substantially all of its investor rights (including its board nomination rights), Imation’s license rights to the TDK Life on Record trademark will terminate, and TDK will transfer to Imation approximately 6.7 million shares of Imation common stock that TDK currently owns. The transaction is expected to close in the fourth quarter of 2015. To facilitate these transitions, the Company plans to execute Transition Service Agreements with customers to provide for an orderly transition and inventory replenishment through the end of 2015.

Imation also announced that current Board member Robert B. Fernander has been appointed Interim Group President, Tiered Storage and Security Solutions and will oversee the operations of the TSS business segment.

Fernander is a seasoned technology professional with an established track record of enhancing technology-based companies. He currently serves as a strategic advisor for I/O Switch Technologies, Inc., a developer of data center technologies, Storage Strategies NOW, an industry analyst firm that offers written publications and analysis for IT users, business and technology leaders and venture capitalists, and FLM.TV, a company focused on delivering, distributing, and marketing independent films. Fernander served as the CEO and a member of the board of directors of Gnodal Limited, a storage and computer networking company, from 2012 until 2013 when it was acquired by Cray Inc.

The Company anticipates pre-tax restructuring and other charges ranging from $140 million to $160 million, including a non-cash charge of $110 million to $120 million, primarily related to the goodwill and intangible write-off. The majority of these restructuring charges will be incurred in fiscal year 2015 and are primarily for severance as well as the write-down of certain intangible assets, goodwill and fixed assets. The wind downs are expected to be completed by first quarter of fiscal 2016. The Company expects that once the wind downs are complete, the streamlined business will operate at break-even on a run-rate basis in 2016.

Imation’s Board and management team continue to work closely with its advisors to explore all potential strategic alternatives designed to maximize shareholder value.

The Company has enclosed a brief slide presentation related to its current initiatives in the Form 8-K filed today with the SEC. The Company also expects to hold a conference call for analysts and investors in the coming months to further discuss the Company’s strategy and initiatives.

About Imation

Imation (NYSE: IMN) is a global data storage and information security company. Our products and solutions help organizations and individuals store, manage and protect their digital content. Imation’s storage and security portfolio includes Nexsan high-density, archive and solid-state optimized unified hybrid storage solutions; IronKey™ mobile security solutions that address the needs of professionals for secure data transport and mobile workspaces; and consumer storage solutions, audio products and accessories sold under the Imation, Memorex and TDK Life on Record brands. Imation reaches customers in more than 100 countries through a powerful global distribution network. For more information, visit www.imation.com.

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 various factors set forth from time to time in our filings with the Securities and Exchange Commission including the following: Our ability to successfully implement our strategy; our ability to grow our business in new products with profitable margins and the rate of revenue decline for certain existing products; our ability to meet future revenue growth, gross margin and earnings targets; the ability to quickly develop, source, introduce and deliver differentiated and innovative products; our potential dependence on third parties for new product introductions or technologies in order to introduce our own new products; our ability to successfully implement restructuring plans; foreign currency fluctuations; the ready availability and price of energy and key raw materials or critical components including the effects of natural disasters and our ability to pass along raw materials price increases to our customers; continuing uncertainty in global and regional economic conditions; our ability to identify, value, integrate and realize the expected benefits from any acquisition which has occurred or may occur in connection with our strategy; the possibility that our goodwill and intangible assets or any goodwill or intangible assets that we acquire may become impaired; the ability of our security products to withstand cyber-attacks; the loss of a major customer, partner or reseller; changes in European law or practice related to the imposition or collectability of optical levies; the seasonality and volatility of the markets in which we operate; significant changes in discount rates and other assumptions used in the valuation of our pension plans; changes in tax laws, regulations and results of inspections by various tax authorities; our ability to successfully defend our intellectual property rights and the ability or willingness of our suppliers to provide adequate protection against third party intellectual property or product liability claims; the outcome of any pending or future litigation and patent disputes; our ability to access financing to achieve strategic objectives and growth due to changes in the capital and credit markets; limitations in our operations that could arise from compliance with the debt covenants in our credit facilities; our ability to retain key employees; increased compliance with changing laws and regulations potentially affecting our operating results; failure to adequately protect our information systems from cyber-attacks; the effect of the announcement of our review of strategic alternatives; and the volatility of our stock price due to our results or market trends.

CONTACT:

Imation Corp.

Scott Robinson, 651-704-4311

srobinson@imation.com

Shareholder Update September 28, 2015

2 Imation Corporate Overview > Over the past two months, the Board of Directors has acted swiftly to assess the inherent issues of Imation and reposition the Company’s business plan with the sole goal of creating shareholder value > The reconstituted Board determined to change the overall mentality and business decisions on absorbing losses and approving incremental capital investment > The Board is confident it has a strategic plan in place today to execute a restructuring of the Company intended to deliver a stable enterprise poised for growth in the future > LTM Operating Losses as of June 30, 2015 were ($61.4) million • The Company’s current 2016 Business Plan assumes operating losses of ($9) to ($14) million, trending to breakeven by Q4 2016 • Represents a significant reduction in annual losses Executive Summary

3 Imation Corporate Overview > Barry Kasoff named Interim President in late August 2015 > Bob Fernander named Interim Group President of Nexsan and IronKey effective today > Two board members resigned in August 2015, replaced by three individuals soon after > The Compensation Committee is reviewing all of the compensation practices of the Company • The Board of Directors has reduced its annual base compensation from $175,000 to $125,000 (of which $50,000 is in cash) Governance Initiatives

4 Imation Corporate Overview > Exit of the Storage Media (magnetic tape) > Exit of a majority of businesses within Consumer Storage and Accessories > Acceleration of cash flow generation from the Company’s working capital assets > Continue monetization of the Company’s non-operating (Oakdale headquarters and other real estate) and non-core operating assets > Significant restructuring of corporate overhead and expense rationalization across the enterprise Restructuring Initiatives

5 Imation Corporate Overview > Imation to retire approximately 6.7 million shares of common stock held by TDK Corp. • Subject to adjustment related to the shareholders’ equity on Imation’s balance sheet as of September 30, 2015 > Imation and TDK will terminate its license agreements and cease the marketing of licensed product after December 31, 2015 > Retiring 6.7 million shares reduces outstanding shares by 16% Transaction with TDK

6 Imation Corporate Overview A Path Forward on Nexsan and Ironkey > Bob Fernander named Interim Group President of Nexsan and IronKey effective today • The new leadership will execute the strategy adopted by the Board of Directors > The businesses will be restructured dramatically to reduce projected losses and enhance gross margins > Planned actions include: • Product line rationalization • Expense reduction • Headcount reductions • Transitioning Nexsan to a more streamlined fulfillment model > New leadership will examine existing product roadmaps and tuck-in technology acquisitions to enhance the growth story > Business plan expected to reduce losses to ($4) to ($9) million in 2016, trending toward breakeven in Q4 2016 > The Board has completed a comprehensive review of the Nexsan and IronKey businesses > The Board concluded that the current run rate losses are unsustainable and that an alternate business plan needed to be examined > ($30) to ($35) million run rate operating losses

7 Imation Corporate Overview 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 various factors set forth from time to time in our filings with the Securities and Exchange Commission including the following: Our ability to successfully implement our strategy; our ability to grow our business in new products with profitable margins and the rate of revenue decline for certain existing products; our ability to meet future revenue growth, gross margin and earnings targets; the ability to quickly develop, source, introduce and deliver differentiated and innovative products; our potential dependence on third parties for new product introductions or technologies in order to introduce our own new products; our ability to successfully implement restructuring plans; foreign currency fluctuations; the ready availability and price of energy and key raw materials or critical components including the effects of natural disasters and our ability to pass along raw materials price increases to our customers; continuing uncertainty in global and regional economic conditions; our ability to identify, value, integrate and realize the expected benefits from any acquisition which has occurred or may occur in connection with our strategy; the possibility that our goodwill and intangible assets or any goodwill or intangible assets that we acquire may become impaired; the ability of our security products to withstand cyber-attacks; the loss of a major customer, partner or reseller; changes in European law or practice related to the imposition or collectability of optical levies; the seasonality and volatility of the markets in which we operate; significant changes in discount rates and other assumptions used in the valuation of our pension plans; changes in tax laws, regulations and results of inspections by various tax authorities; our ability to successfully defend our intellectual property rights and the ability or willingness of our suppliers to provide adequate protection against third party intellectual property or product liability claims; the outcome of any pending or future litigation and patent disputes; our ability to access financing to achieve strategic objectives and growth due to changes in the capital and credit markets; limitations in our operations that could arise from compliance with the debt covenants in our credit facilities; our ability to retain key employees; increased compliance with changing laws and regulations potentially affecting our operating results; failure to adequately protect our information systems from cyber-attacks; the effect of the announcement of our review of strategic alternatives; the effect of the transition of our Board of Directors; and the volatility of our stock price due to our results or market trends. Risks and Uncertainties