**Exhibit10.3**

 

**3COMCORPORATION2003 STOCK PLANSTOCK OPTION AGREEMENT**

 

3Com Corporation (the “Company”) has granted to the Optionee defined below an option topurchase certain Shares (the “Option”), subject to the following terms andconditions (the “Award Agreement”). Unless otherwise defined herein, the terms defined in the 2003 StockPlan  (the “Plan”) shall have the samedefined meanings in this Award Agreement.

 

1. **Definitions**:

 

(a)  “Noticeof Grant” shall mean the “3COM CORPORATION NOTICE OF GRANT OF STOCKOPTION”.

 

(b) “Optionee” shall mean the holder ofthis Option whose name is set forth in the related Notice of Grant.

 

(c) “Date of Option Grant” shall mean the “Date of Grant” as set forth in theNotice of Grant.

 

(d) “Number of Option Shares” shall meanthe “Total Number of Option SharesGranted” as set forth in the Notice of Grant.

 

(e) “Exercise Price” shall mean the “Option Price per Share” as set forthin the Notice of Grant.

 

(f) “Initial Vesting Date”shall be the date occurring one  (1) yearafter the Date of Option Grant.

 

(g) Determination of “VestedRatio”

 
| ** **                                                                                                                                                     | ** ** | **Vested Ratio** | ** ** |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------|------------|
| ** **                                                                                                                                                     | ** ** | ** **       | ** ** | ** ** |
| Prior to Initial Vesting Date                                                                                                                                  |       |             | 0          |   |
|                                                                                                                                                           |       |             |       |   |
| On Initial Vesting Date, for each full year of the Optionee’s  remaining a Service Provider from the Date of Option Grant until the Initial  Vesting Date |       |             | 1/4        |   |
|                                                                                                                                                           |       |             |       |   |
| Plus                                                                                                                                                           |       |             |       |   |
|                                                                                                                                                           |       |             |       |   |
| For each subsequent full year thereafter of the Optionee’s Remaining a  Service Provider from the Initial Vesting Date                                    |       |             | 1/4        |   |
|                                                                                                                                                           |       |             |       |   |
| In no event shall the Vested Ratio exceed 1/1.                                                                                                                 |       |             |       |   |

 

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(h) “Option Termination Date” shall meanthe date occurring seven (7) years after the Date of Option Grant.

 

(i) “Company” shall mean 3Com Corporationand any successor corporation thereto.

 

2. **Grant ofOption**.  The Administratorhereby grants to the Optionee named in the Notice of Grant, an option topurchase the number of Shares set forth in the Notice of Grant, at the exerciseprice per Share set forth in the Notice of Grant, and subject to the provisionsof the Plan and the Notice of Grant, which are incorporated herein byreference, and this Award Agreement. Subject to Section 16(c) of the Plan, in the event of a conflictbetween the terms and conditions of the Plan and this Award Agreement, the termsand conditions of the Plan shall prevail. This Option is not intended to qualify as an Incentive Stock Option asdefined in Section 422 of the Code and shall be treated as a NonstatutoryStock Option.

 

3. **Administration**.  All questions of interpretation concerningthis Award Agreement shall be determined by the Administrator.  All determinations by the Administrator shallbe final and binding upon all persons having an interest in the Option.  Any officer of a Parent or Subsidiary forwhom Optionee performs services shall have the authority to act on behalf ofthe Company with respect to any matter, right, obligation, or election which isthe responsibility of or which is allocated to the Company herein, provided theofficer has apparent authority with respect to such matter, right, obligation,or election.

 

4. **Exerciseof the Option**:

 

(a) Right to Exercise.The Option shall be exercisable during its term in accordance with the Noticeof Grant, the Plan and this Award Agreement. The Option shall first become exercisable on the Initial VestingDate.  The Option shall be exercisable onand after the Initial Vesting Date and prior to the termination of the Optionin the amount equal to the Number of Option Shares multiplied by the VestedRatio as set forth****in Section1(g) less the number of shares previously acquired upon exercise of theOption.  In no event shall the Option beexercisable for more shares than the Number of Option Shares.

 

(b) Method of Exercise.  The Option shall be exercisable by written orelectronic notice to the Company which shall state the election to exercise theOption, the number of Shares being exercised, and such other representationsand agreements as to the Optionee’s investment intent with respect to theShares as may be required pursuant to the provisions of this AwardAgreement.  Such notice shall be signedby the Optionee and shall be delivered to the Company’s Stock AdministrationDepartment, or other authorized representative of the Company, prior to thetermination of the Option as set forth in Section 6 below, accompanied by fullpayment of the option price for the number of Shares being purchased.

 

(c) Form of Payment ofOption Price.  Subject to ApplicableLaws, such payment shall be made (1) in cash, by check, or cash equivalent, (2)by tender of shares of the Company’s stock owned by the Optionee and having afair market value not less than the option price, which (i)

 

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either have been owned bythe Optionee for more than six (6) months or were not acquired, directly orindirectly from the Company, and (ii) have a fair market value not less thanthe option price, (3) proceeds from a broker-assisted cashless exercise programacceptable to the Company, in its sole discretion, or (4) by any combination ofthe foregoing.

 

(d) Withholding.  At the time the Option is exercised, in wholeor in part, or at any time thereafter as determined by the Company, the Companyshall have the right to withhold the applicable minimum withholding taxes,including but not limited to federal tax, state tax, foreign taxes, or socialtaxes, if any, which arise in connection with the Option including, withoutlimitation, obligations arising upon (i) the exercise of the Option in whole orin part, (ii) the transfer, in whole or in part, of any Shares acquired onexercise of the Option, or (iii) the lapsing of any restriction with respect toany Shares acquired on exercise of the Option. The Optionee will make adequate provision for the Company to meet itsminimum withholding obligations.

 

(e) CertificateRegistration.  The Shares as to whichthe Option shall be exercised shall be registered in the name of the Optionee,or, if applicable, the heirs of the Optionee. If payment of the option price is accomplished using a broker-assistedcashless exercise program acceptable to the Company, in its sole discretion,the certificate or certificates may, at the Company’s sole discretion beregistered in the name of a nominee who is an authorized broker for the Company’ssame-day sale program.

 

(f) Restriction onGrant of Option and Issuance of Shares. The grant of the Option and the issuance of Shares pursuant to theOption shall be subject to compliance with all Applicable Laws.  The Option may not be exercised if theissuance of Shares upon such exercise would constitute a violation ofApplicable Laws.  In addition, no Optionmay be exercised unless (i) a registration statement under the Securities Actof 1933, as amended, shall at the time of exercise of the Option be in effectwith respect to the Shares issuable upon exercise of the Option, or (ii) in theopinion of legal counsel to the Company, the Shares issuable upon exercise ofthe Option may be issued in accordance with the terms of an applicable exemptionfrom the registration requirements of said Act. As a condition to the exercise of the Option, the Company may requirethe Optionee to satisfy any qualifications that may be necessary orappropriate, to evidence compliance with any Applicable Laws and to make anyrepresentation or warranty with respect thereto as may be requested by theCompany.

 

(g) Fractional Shares.  The Company shall not be required to issuefractional Shares upon the exercise of the Option.

 

5. **Non-Transferabilityof the Option**.  The Optionmay not be transferred in any manner otherwise than by will or by the laws ofdescent or distribution and may be exercised during the lifetime of theOptionee only by the Optionee.

 

6. **Terminationof the Option**.  The Optionshall terminate and may no longer be exercised on the first to occur of (i) theOption Termination Date as defined above, (ii) the last date for exercising theOption following termination as a Service Provider as described in Section 7,or as otherwise set forth in the Plan.

 

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7. **Terminationof Employee**:

 

(a) Termination ofOption.  If the Optionee ceases to bea Service Provider for any reason except by reason of death or Disability, theOption, to the extent unexercised and exercisable by the Optionee on the dateon which the Optionee ceased to be a Service Provider, may be exercised by theOptionee within three (3) months after the date on which the Optionee’srelationship as a Service Provider terminates, but in any event no later thanthe Option Termination Date.  If theOptionee’s Service Provider relationship is terminated because of the death ofthe Optionee or Disability of the Optionee, the Option may be exercised by theOptionee (or the Optionee’s legal representative) at any time prior to theexpiration of twelve (12) months from the date of such termination, but in anyevent no later than the Option Termination Date.  The Optionee’s Service Provider relationshipshall be deemed to have terminated on account of death if the Optionee dieswithin three (3) months after the Optionee’s termination the Service Providerrelationship.

 

(b) Exercise Preventedby Applicable Laws.  Except asprovided in this Section 7, the Option shall terminate and may not be exercisedafter the Optionee’s Service Provider relationship terminates unless theexercise of the Option in accordance with this Section 7 is prevented by theprovisions of Section 4(f).  If theexercise of the Option is so prevented, the Option shall remain exercisableuntil three (3) months after the date the Optionee is notified by the Companyor its Parent or Subsidiary for whom the Optionee provides service that theOption is exercisable but in no event later than the Option Termination Date.

 

(c) Leave of Absence.  Unless the Administrator provides otherwiseor as otherwise required by Applicable Laws, the Option shall cease to vest onthe 91st day of any unpaid leave of absence and shall onlyrecommence upon return to active service.

 

(d) No Guarantee ofContinued Service.  OPTIONEEACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTINGSCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS AN EMPLOYEE OR OTHER SERVICEPROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEINGGRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER).  OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THATTHIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTINGSCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OFCONTINUED ENGAGEMENT AS AN EMPLOYEE OR OTHER SERVICE PROVIDER FOR THE VESTINGPERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITHOPTIONEE’S RIGHT OR THE COMPANY’S (OR ANY PARTICIPATING COMPANY’S) RIGHT TOTERMINATE OPTIONEE’S RELATIONSHIP AS AN EMPLOYEE OR OTHER SERVICE PROVIDER ATANY TIME, WITH OR WITHOUT CAUSE OR NOTICE.

 

8.  **Rights as a Shareholder orEmployee**.  The Optioneeshall have no rights as a shareholder with respect to any Shares until the dateof the issuance of a certificate or certificates

 

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for the Shares for which the Option has beenexercised.  No adjustment shall be madefor dividends or distributions or other rights for which the record date isprior to the date such stock certificate or certificates are issued.

 

9. **Legends**.  The Company may at any time place legendsreferencing any applicable federal and/or state securities restrictions on allcertificates representing shares of stock subject to the provisions of thisAward Agreement.  The Optionee shall, atthe request of the Company, promptly present to the Company any and allcertificates representing Shares acquired pursuant to this Option in thepossession of the Optionee in order to effectuate the provisions of this Section.

 

10. **BindingEffect**.  This AwardAgreement shall inure to the benefit of and be binding upon the parties heretoand their respective heirs, executors, administrators, successors and assigns.

 

11. **Amendmentor Termination**.  TheAdministrator may at any time amend or terminate the Plan and/or the Option;provided, however, that no such amendment or termination may adversely affectthe Option or any unexercised portion hereof without the consent of theOptionee.

 

12. **IntegratedAgreement**.* *The Plan is incorporated herein byreference.  The Plan, the Notice of Grantand this Award Agreement constitute the entire agreement of the parties withrespect to the subject matter hereof and supersede in their entirety all prior undertakingsand agreements of the Company and Optionee with respect to the subject matterhereof, and may not be modified adversely to the Optionee’s interest except bymeans of a writing signed by a duly authorized officer of the Company andOptionee.  To the extent contemplatedherein, the provisions of this Award Agreement shall survive any exercise ofthis Option and shall remain in full force and effect.

 

13. **ApplicableLaw**.  This Agreement isgoverned by the internal substantive laws, but not the choice of law rules, ofCalifornia.

 

14. **DataPrivacy**.  By entering intothis Award Agreement, and as a condition of the grant of the Option, theOptionee consents to the collection, use and transfer of personal data asdescribed in this Section. The Optionee understands that the Company and its subsidiarieshold certain personal information about the Optionee including, but not limitedto, the Optionee’s name, home address and telephone number, date of birth,social security number or equivalent tax identification number, salary,nationality, job title, any shares of stock or directorships held in theCompany, details of all Options or other entitlements to shares of stockawarded, cancelled, exercised, vested, unvested or outstanding in the Optionee’sfavor, for the purpose of managing and administering the Plan (“Data”).  The Optionee further understands that theCompany and/or its subsidiaries will transfer Data amongst themselves asnecessary for the purposes of implementation, administration, and management ofthe Optionee’s participation in the Plan, and that the Company and/or itssubsidiaries may each further transfer Data to any third parties assisting theCompany in the implementation, administration and management of the Plan (“Data

 

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Recipients”). The Optionee understands that these Data Recipients may be located inthe Optionee’s country of residence, the European Economic Area, or elsewhere,such as the United States.  The Optioneeauthorizes the Data Recipients to receive, possess, use, retain and transferData in electronic or other form, for the purposes of implementing,administering and managing the Optionee’s participation in the Plan, includingany transfer of such Data, as may be required for the administration of thePlan and/or the subsequent holding of shares of stock on the Optionee’s behalf,to a broker or third party with whom the shares acquired on exercise may bedeposited.  The Optionee understands thathe or she may, at any time, review the Data, require any necessary amendmentsto it or withdraw the consent herein in writing by contacting the Company.  The Optionee further understands thatwithdrawing consent may affect the Optionee’s ability to participate in thePlan.

 

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