THIS RETIREMENT AGREEMENT (this “Agreement”) is made as of the 7th day of November 2002, between Imation Corp.,
a Delaware corporation, with its principal offices at One Imation Place, Oakdale, Minnesota 55125 (the “Company”) and David
WHEREAS, this Agreement is intended to specify certain financial arrangements that the Company will provide to you
upon your retirement from employment with the Company in 2003; and
WHEREAS, this Agreement is entered into by the Company in the belief that you have been a consistent core contributor
and leader in creating a sustainable company, and achieving positive sustainable financial results for Imation.
NOW THEREFORE, to recognize your contribution to the Company, the Company and you agree as follows:
1. Compensation Upon Retirement.
2. Execution of Release. You understand and agree that you shall not begin receiving any payments or benefits under this
Agreement unless and until you execute the Company’s standard general release of all claims against the Company and its
affiliates, including non-competition and non-solicitation covenants, and you have not rescinded such release within the
permitted time period for rescission therein; and provided further, that in such case, failure to execute such release within
21 days of your date of retirement shall result in the loss of any rights to receive payments or benefits under this Agreement.
3. Successors. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and
assigns. This Agreement shall inure to the benefit of and be enforceable by your personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees, and legatees. If you should die while any amount would still be
payable to you hereunder if you had continued to live, all such amounts, unless otherwise provided herein, shall be paid in
accordance with the terms of this Agreement