EXHIBIT 10.3
IMATION CORP.
FORM OF AFFILIATE AGREEMENT
MAY __, 1997
Imation Corp.
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Gentlemen:
Pursuant to the terms of the Agreement and Plan of Merger dated as of
April __, 1997 (the "Agreement") among Imation Corp., a Delaware corporation
("Parent"), CI Acquisition Corp., a Delaware corporation and wholly owned
subsidiary of Parent ("Sub"), and Cemax-Icon, Inc., a Delaware corporation (the
"Company"), Parent will acquire the Company through the merger of the Sub with
and into Company (the "Merger"). Subject to the terms and conditions of the
Agreement, at the Effective Time (as defined in the Agreement), (a) outstanding
shares of the common stock of the Company (the "Company Common Stock") will be
converted into the right to receive cash and Contingent Payment Rights (as
defined in the Merger Agreement) on the basis described in the Agreement, and
(b) options and warrants to purchase Company Common Stock will be converted into
options and warrants to purchase shares of common stock of Parent ("Parent
Common Stock"). Pursuant to an irrevocable election to be made by the
undersigned as of or after the Effective Time, the Contingent Payment Rights may
be paid by Parent, in whole or in part, in Parent Common Stock.
The undersigned has been advised that as of the date hereof the
undersigned may be deemed to be an "affiliate" of the Company, as the term
"affiliate" is used in paragraphs (c) and (d) of Rule 145 of the Rules and
Regulations (the "Rules and Regulations") of the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act").
The undersigned understands that the representations, warranties and
covenants set forth herein will be relied upon by Parent and the Company.
The undersigned represents and warrants to and agrees with Parent that:
1. The undersigned has full power to execute and deliver this Affiliate
Agreement and to make the representations and warranties herein and to perform
its obligations hereunder.
2. The undersigned has carefully read this Affiliate Agreement and the
Agreement and discussed its requirements and other applicable limitations upon
its ability to sell, transfer or otherwise dispose of Parent Common Stock to the
extent the undersigned felt necessary, with its counsel or counsel for the
Company.
3. The undersigned shall not make any sale, transfer or other
disposition of Parent Common Stock in violation of the Act or the Rules and
Regulations.
4. The undersigned has been advised that, since, at the time the Merger
is to be submitted for a vote of the shareholders of the Company, the
undersigned may be deemed to be an affiliate of the Company, the undersigned may
not sell, transfer or otherwise dispose of Parent Common Stock issued to the
undersigned in the Merger unless such sale, transfer or other disposition is
made in conformity with the requirements of Rule 145 promulgated by the
Commission under the Act.
5. Except as provided in the Agreement, Parent is under no obligation
to register the sale, transfer or other disposition of Parent Common Stock by
the undersigned or on its behalf under the Act or to take any other action
necessary in order to make compliance with an exemption from such registration
available.
6. Stop transfer instructions will be given to Parent's transfer agents
with respect to the Parent Common Stock and will be placed on the certificates
for the Parent Common Stock issued to the undersigned, or any substitutions
therefor, a legend stating in substance:
"The shares represented by this certificate were issued in a
transaction to which Rule 145 promulgated under the Securities Act of
1933 applies. The shares represented by this certificate may only be
transferred in accordance with the terms of an Affiliate Agreement
dated April __, 1997 between the registered holder hereof and Parent, a
copy of which agreement is on file at the principal offices of Parent."
7. The legend set forth above shall be removed by delivery of
substitute certificates without such legend if the undersigned shall have
delivered to Parent a copy of an opinion of counsel in form and substance
reasonably satisfactory to Parent, to the effect that such legend is not
required for purposes of the Act.
8. The undersigned is the beneficial owner of all the shares of Company
Common Stock and options to purchase Company Common Stock as is indicated below
on this Affiliate Agreement (the "Company Securities"). Except for the Company
Securities, the undersigned does not beneficially own any shares of Company
Common Stock or any other equity securities of the Company or any options,
warrants or other rights to acquire any equity securities of the Company.
Number of shares of Company Common Stock beneficially owned by the
undersigned:
Common Stock __________
Number of shares of Company Common Stock subject to options or warrants
beneficially owned by the undersigned:
Common Stock __________
Very truly yours,
______________________________________________
(print name of shareholder above)
By:___________________________________________
Title:________________________________________
Accepted this ___ day of May, 1997, by
IMATION CORP.
By:____________________________
Name:__________________________
Title:_________________________