EXHIBIT 10.1


CONFIDENTIAL



July 6, 1998 (Update)
Federal Express

Mr. Steven D. Ladwig
[Address]

Dear Steve:

Imation Corp. is pleased to offer you a position as the President of Data
Storage Products & Technologies. Your starting salary will be a base pay of
$280,000 per year plus approximately $186,000 per year in variable compensation
called Success Sharing in which payments will vary according to the economic
profit improvement of our corporation for the entire calendar year. Your total
annual cash compensation is targeted to be $466,000 per year. We are prepared to
guarantee 100% of your first 12 months of Success Sharing. A copy of our Success
Sharing Plan Document is enclosed.

If you accept this offer of employment, you will be granted by Imation's
Compensation Committee nonqualified stock options to purchase a total of 40,000
shares of Imation stock at an exercise price equal to the fair market value of
one share of Imation Common Stock (IMN) on your first day of employment with
Imation Corp. This stock option will vest over a five-year period: 50% after
three years; 75% after four years and 100% after five years. The stock options
will have a 10-year life.

To replace the value of the long-term incentives that you have with your present
employer, we will grant you 100,000 shares of Imation Common Stock that will
vest over four years; 50% at two years, 75% at three years and 100% at four
years.

At the August 1998 Board meeting, we will propose that you be elected as an
executive officer of the company and a Vice President of Imation Corp.

As an executive member of the Imation Corp. Operating Team, you will be
qualified to participate in the Imation Split Dollar Life Insurance Plan. A
summary of the benefits and features is enclosed. The Split Dollar Plan has been
designed to provide you with coverage approximately equal to three times your
annual preretirement compensation until your age 65, and 1.5 times your final
annual preretirement compensation at age 65 and after.


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As an employee of the company, you will be entitled to 20 days of vacation. Our
vacation year runs from July 1 through June 30. Vacation is earned on a monthly
basis.

We will include you in our Homeowners Relocation Policy (enclosed) instead of
our New Hire Policy. This means that your home sale will be covered by a home
loss provision. If you leave Imation voluntarily during your first two years of
employment, you will be required to refund to Imation a prorated cost of your
relocation. Upon acceptance of our offer, you will be contacted by a member of
the Prudential relocation team.

Our offer is contingent upon:

1.    The determination that this position doesn't conflict with your noncompete
      agreement with your present employer. As a condition of employment with
      Imation, you will be required to sign an Employee Agreement on your first
      day of employment. Also, if you have signed any employee agreements with
      previous employers, please send a copy to me prior to your scheduled first
      day of employment.

2.    The acceptable results of the pre-employment screening process of a
      reference check, background check and a medical evaluation which includes
      a drug/alcohol screening. As soon as possible, contact Jeannette Black at
      (612) 704-7653 for the name of a participating clinic in your area to make
      an appointment for the medical evaluation, and bring the completed medical
      forms enclosed with you.

The United States government requires all employers to verify that its new
employees are authorized to work in the United States. Therefore, if you accept
our offer of employment, you will be required to complete an Employment
Eligibility Form (Dept. of Justice Form I-9) and provide one or more documents
that identify you and certify that you are authorized to work in the United
States.

Please complete the Imation job application as well as the other documentation
that is part of our new hire process and return it to Kathy Brackey (704-3182)
as soon as possible.

In the event of dismissal without cause or dismissal due to change of control of
the company, Imation is willing to commit that you will be offered a year's pay
as severance and all of your restricted stock will vest immediately contingent
on your signing a release of claims against the company.

Two original letters have been prepared and signed by me. Please indicate your
acceptance of our offer by signing below and returning one letter for our files.


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Steve, we are excited about the potential of you joining the Imation family.
Since this is a critically important position, we hope to have your decision as
soon as possible. If you have any questions, please don't hesitate to contact
me.

Sincerely yours,                           Accepted by:


/s/ Dennis Farmer                          /s/ Steven D. Ladwig
- - -------------------------------------      -------------------------------------
D. A. Farmer                               Steven D. Ladwig


Date:   July 6, 1998                       Date:   July 6, 1998
      --------------                             --------------                 

cc: J. Hanson
    W. Monahan
    Desk File

Enclosures:
BENEFITS HIGHLIGHTS
EMPLOYMENT APPLICATION
FORM I-9
HOMEOWNERS RELOCATION POLICY
MEDICAL PREPLACEMENT PACKET
SPLIT DOLLAR POLICY
SUCCESS SHARING PLAN


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