(ii) with respect to Executive’s then outstanding, unvested equity awards,other than performance-based awards, twelve (12) months accelerated vesting, withpayment to occur as follows:     (a) Awards Exempt from Code Section 409A:(1) Stock Options: stock options may be exercised pursuantto paragraph (iii), with underlying shares to be delivered toExecutive as soon as administratively practicable followingExecutive’s exercise of such options.(2) Restricted stock: all restrictions placed upon the shares of stock shall lapse upon Executive’s termination ofemployment.(3) Restricted stock units: shares underlying thoserestricted stock units that are exempt from Code Section 409Ashall be transferred to Executive as soon as administrativelypracticable, but in no event later than the sixtieth (60th)day following Executive’s termination of employment.     (b) Restricted Stock Units Subject to Code Section 409A:Shares underlying those restricted stock units that are subject toCode Section 409A shall be transferred to Executive on the firstmarket day following the six (6) month anniversary of Executive’stermination of employment.     (iii) extension of the exercise period for all Executive’s outstandingstock options to the earlier of 165 calendar days from the date oftermination or the expiration date of the stock options;     (iv) reimbursement for premiums paid for continued health benefits forExecutive (and any eligible dependents) under the Company’s health plansuntil the earlier of (x) eighteen (18) months, payable when such premiumsare due (provided Executive validly elects to continue coverage under theConsolidated Omnibus Budget Reconciliation Act (‘COBRA’) or (y) the dateupon which Executive and Executive’s eligible dependents become coveredunder similar plans; and     (v) life insurance as set forth in Section 4(c).     In addition, subject to Sections 8(d), (x) if such termination or resignationis after April 29, 2009, then Executive’s then outstanding equity from the StockOption Grant and the Restricted Stock Grant hereunder shall be accelerated, with theRestricted Stock Grant payable in full on the first day following the six (6) monthanniversary of Executive’s termination, and (y) if such termination is after
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December 31, 2009, then Executive’s then outstanding equity from the StockOption Grant and the Restricted Stock Grant hereunder as well as Executive’soutstanding equity from any grants made in calendar year 2009 shall be accelerated.Payment of such equity awards shall be made in full (a) as soon as practicablefollowing Executive’s termination if an award is exempt from Code Section 409A, or(b) on the first day following the six (6) month anniversary of Executive’stermination if an award is subject to Code Section 409A.”     3. Paragraph (b) of Section 8 is revised in its entirety to read as follows:     “(b) Termination Without Cause or Resignation for Good Reason in Connectionwith a Change of Control. If Executive’s employment is terminated by theCompany without Cause or by Executive for Good Reason, and such termination is inConnection with a Change of Control, then, subject to Section 8(d), Executive willreceive:     (i) twenty-four (24) months of Executive’s Base Salary, less applicabletax withholdings, with payment to occur as follows:     On the first day following the six (6) month anniversary of Executive’stermination of employment (as determined pursuant to Treasury RegulationSection 1.409A-1(h)), Executive shall receive a lump sum equal to theaggregate amount Executive would have received through such date hadpayments commenced upon termination of employment in bi-weekly installmentsin accordance with the Company’s normall payroll policies. Thereafter, theamount remaining shall be paid in bi-weekly installments in accordance withthe Company’s normal payroll policies.     (ii) two (2) payments each equal to 100% of Executive’s Target AnnualIncentive for the year in which the termination occurs, less applicable taxwithholdings, payable in the Company’s first and third (or vice-versadepending upon Executive’s termination date) fiscal quarter in accordancewith the Company’s normal annual incentive payment schedule followingExecutive’s termination of employment, provided that to the extent that anysuch payment would occur within six (6) months following Executive’stermination, such payment shall be delayed until the first day following thesix (6) month anniversary of Executive’s termination;     (iii) full vesting with respect to Executive’s then outstandingunvested equity awards (other than performance-based awards), with paymentto occur as follows:     (a) Awards Exempt from Code Section 409A:
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(1) Stock Options: stock options may be exercised pursuantto paragraph (iv), with underlying shares to be delivered toExecutive as soon as administratively practicable followingExecutive’s exercise of such options.(2) Restricted stock: all restrictions placed upon the sharesof stock shall lapse upon Executive’s termination ofemployment.(3) Restricted stock units: shares underlying thoserestricted stock units that are exempt from Code Section 409Ashall be transferred to Executive as soon as administrativelypracticable, but in no event later than the sixtieth (60th)day following Executive’s termination of employment.     (b) Restricted Stock Units Subject to Code Section 409A:Shares underlying those restricted stock units that are subject toCode Section 409A shall be transferred to Executive on the firstmarket day following the six (6) month anniversary of Executive’stermination of employment.     (iv) extension of the exercise period for all Executive’s outstandingstock options to the earlier of 165 calendar days from the date oftermination or the expiration date of the stock options;     (v) reimbursement for premiums paid for continued health benefits forExecutive (and any eligible dependents) under the Company’s health plansuntil the earlier of (x) eighteen (18) months, payable when such premiumsare due (provided Executive validly elects to continue coverage under COBRAor (y) the date upon which Executive and Executive’s eligible dependentsbecome covered under similar plans; and     (vi) life insurance as set forth in Section 4(c).”     4. Revise Section 8(d) in its entirety to read as follows:     “(d) Separation Agreement and Release of Claims. The receipt of anyseverance other other benefits pursuant to this Section 8 will be subject toExecutive signing and not revoking a separation agreement and release of claimsappended hereto as Exhibit B. For this purpose, Executive commits to signing andreturning the separation agreement and release of claims to the Company no laterthan forty-five (45) days after the date of termination of Executive’s employment.Failure to return the separation agreement and release of claims by the forty-fifth(45th) day, or revoking the release of claims within the seven (7) dayrevocation period, will result in a forfeiture of severance pay.”
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     5. Add a new sentence at the end of Section 9 to read as follows:     “In no event shall payment be made later than the end of the year following theyear in which Executive remits the related taxes.”     6. Revise the first sentence of Section 25(a) to read as follows:     “Notwithstanding anything to the contrary in this Agreement, if Executive is a‘specified employee’ within the meaning of Section 409A of the Code and the finalregulations and any guidance promulgated thereunder (‘Section 409A’) (and as appliedaccording to procedures of the Company) at the time of Executive’s termination ofemployment (other than due to death), then the severance benefits payable toExecutive under this Agreement, if any, and any other severance payments orseparation benefits payments that may be considered deferred compensation underSection 409A (together, the ‘Deferred Compensation Separation Benefits’) otherwisedue to Executive on or within the six (6) month period following Executive’stermination of employment will accrue during such six (6) month period and willbecome payable in a lump sum payment (less applicable withholding taxes) on the datesix (6) months and one (1) day following the date of Executive’s termination ofemployment.”* * *(signature page follows)
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     IN WITNESS WHEREOF, each of the parties has executed this First Amendment to the Agreement, inthe case of the Company by a duly authorized officer, as of the day and year written below.COMPANY:3COM CORPORATION      By:/s/ Neal D. Goldman Neal D. Goldman Date:      12/23/08         EXECUTIVE:          /s/ Robert Y. L. Mao Robert Y.L. Mao Date:      12/16/08   
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