**Exhibit10.26**

 

**3COM CORPORATION**

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**MANAGEMENT RETENTIONAGREEMENT**

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***Amended and Restated as of December16, 2002***

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This ManagementRetention Agreement (the “Agreement”) is made and entered into by and betweenDennis Connors (the “Employee”) and 3Com Corporation (the “Company”), amendedand restated effective as of December 16, 2002.

 

R E C I T A L S

 

A.                                   Itis expected that the Company from time to time will consider the possibility ofan acquisition by another company or other change of control, or a reorganizationof the Company resulting in the remaining Company being materially diminishedin size.  The Board of Directors of theCompany (the “Board”) recognizes that such consideration can be a distractionto the Employee and can cause the Employee to consider alternative employmentopportunities.  The Board has determinedthat it is in the best interests of the Company and its stockholders to assurethat the Company will have the continued dedication and objectivity of theEmployee, notwithstanding the possibility, threat or occurrence of a Change ofControl or Disposition (both as defined below) of the Company.

 

B.                                     TheBoard believes that it is in the best interests of the Company and itsstockholders to provide the Employee with an incentive to continue his employmentand to motivate the Employee to maximize the value of the Company upon a Changeof Control or Disposition for the benefit of its stockholders.

 

C.                                     TheBoard believes that it is imperative to provide the Employee with severancebenefits upon Employee’s termination of employment following a Change ofControl or Disposition which provides the Employee with enhanced financialsecurity and provides incentive and encouragement to the Employee to remainwith the Company notwithstanding the possibility of a Change of Control orDisposition.

 

D.                                    Certaincapitalized terms used in the Agreement are defined in Section 5 below.

 

The parties heretoagree as follows:

 

1.                                       Termof Agreement.  This Agreement shallterminate upon the date that all obligations of the parties hereto with respectto this Agreement have been satisfied.

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2.                                       At-WillEmployment.  The Company and theEmployee acknowledge that the Employee’s employment is and shall continue to beat-will, as defined under applicable law, and

 

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# may be terminated byeither party at any time, with or without cause.  If the Employee’s employment terminates for any reason, including(without limitation) any termination prior to a Change of Control or Disposition,the Employee shall not be entitled to any payments, benefits, damages, awardsor compensation other than as provided by this Agreement, or as may otherwisebe available in accordance with the Company’s established employee plans orpursuant to other written agreements with the Company.

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3.                                       Changeof Control or Disposition Severance Benefits.

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## (a)          InvoluntaryTermination other than for Cause, Death or Disability or Voluntary Terminationfor Good Reason Following A Change of Control or Disposition.  If, within twelve (12) months following aChange of Control or Disposition, Employ­ee’s employment is terminated (i)involuntarily by the Company other than for Cause, death or Disability or (ii)by the Employee pursuant to a Voluntary Termination for Good Reason, then,subject to Employee entering into a standard form of mutual release of claimswith the Company in substantially the form attached hereto as Exhibit A, theCompany shall provide Employee with the benefits in subclauses (i) – (v) belowupon such termination.  Notwithstandingthe foregoing, in the event of a Change of Control due to a BU Disposition (asdefined in Section 5(d)(v) below), (A) if the Employee is offered a managementposition (with substantially similar compensation and benefits as the positionheld by the Employee with the Company at the time of the BU Disposition) withthe business unit or the successor to the business unit subject to the BUDisposition, then the Employee shall not be entitled to receive the belowbenefits, or (B) if the Employee is offered a Section 16 executive officerposition within the Company at substantially similar compensation and otherbenefits, then, with respect to such offered position, a Voluntary Terminationfor Good Reason shall not have occurred and the Employee shall not be entitledto receive the below benefits.

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### (i)                                     Lump-SumPayment.  A lump-sum cash payment inan amount equal to one hundred percent (100%) of the Employee’s AnnualCompensation;

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### (ii)                                  ContinuedEmployee Benefits. The Company shall provide Company-paid health, dental,vision, long-term disability and life insurance coverage at the same level ofcoverage as was provided to such Employee immediately prior to the terminationof employment and at the same ratio of Company premium payment to Employeepremium payment as was in effect immediately prior to the termination ofemployment (the “Company-Paid Coverage”). If such coverage included the Employee’s dependents immediately prior tothe Change of Control or Disposition, such dependents shall also be covered atCompany expense.  Company-Paid Coverageshall continue until the earlier of (i) two years from the date oftermination, or (ii) the date upon which the Employee and his dependentsbecome covered under another employer’s group health, dental, vision, long-termdisability or life insurance plans that provide Employee and his dependentswith comparable benefits and levels of coverage.  For purposes of Title X of the Consolidated Budget ReconciliationAct of 1985 (“COBRA”), the date of the “qualifying event” for Employee and hisor her dependents shall be the date upon which the Company-Paid Coveragecommences, and each month of Company-Paid Coverage provided hereunder shalloffset a month of continuation coverage otherwise due under COBRA.

 

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### (iii)                               Pro-RatedBonus Payment.   A lump-sum cashpayment equal to 100% of such Employee’s target bonus as in effect for thefiscal year in which the Change of Control or Disposition occurs, pro-rated bymultiplying such bonus amount by a fraction, the numerator of which shall bethe number of days prior to occurrence of the Change of Control or Dispositionduring such fiscal year, and the denominator of which shall be three-hundredand sixty-five.

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### (iv)                              EquityCompensation Accelerated Vesting. One hundred percent (100%) of the unvested portion of any stock option,restricted stock or other Company equity compensation held by the Employeeshall automatically be accelerated in full so as to become completely vested.

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### (v)                                 Extensionof Stock Option Post-Termination Exercisability.  The post-termination exercise period of any outstanding Companystock options held by Employee shall be extended to the lesser of (A) one yearfrom the date of Employee’s termination, or (B) the original option term.

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## (b)                                 VoluntaryResignation; Termination For Cause. If the Employee’s employment terminates by reason of the Employee’svoluntary resignation (and is not a Voluntary Termination for Good Reason), orif the Employee is terminated for Cause, then the Employee shall not beentitled to receive severance or other benefits except for those (if any) asmay then be established under the Company’s then existing severance andbenefits plans or pursuant to other written agreements with the Company.

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## (c)                                  Disability;Death.  If the Employee’s employmentwith the Company terminates as a result of the Employee’s Disability, or ifEmployee’s employment is terminated due to the death of the Employee, then theEmployee shall not be entitled to receive severance or other benefits exceptfor those (if any) as may then be established under the Company’s then existingseverance and benefits plans or pursuant to other written agreements with theCompany.

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## (d)                                 TerminationApart from Change of Control or Disposition.  In the event the Employee’s employment is terminated for anyreason, either prior to the occurrence of a Change of Control or Disposition orafter the twelve (12) month period following a Change of Control or Disposition,then the Employee shall be entitled to receive severance and any other benefitsonly as may then be established under the Company’s existing sever­ance andbenefits plans or pursuant to other written agreements with the Company.

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# 4.                                       GoldenParachute Excise Taxes.

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## (a)                                  ParachutePayments of Less than 3.59 x Base Amount. In the event that the benefitsprovided for in this agreement or otherwise payable to Employee(a) constitute “parachute payments” within the meaning of Section 280G ofthe Internal Revenue Code of 1986, as amended (the “Code”), (b) would besubject to the excise tax imposed by Section 4999 of the Code, and (c) theaggregate value of such parachute payments, as determined in accordance withSection 280G of the Code and the proposed Treasury Regulations thereunder (orthe final Treasury Regulations, if

 

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## they have then been adopted) is less than the productobtained by multiplying 3.59 by Employee’s “base amount” within the meaningof  Code Section 280G(b)(3), then suchbenefits shall be reduced to the extent necessary (but only to that extent) sothat no portion of such benefits will be subject to excise tax under Section4999 of the Code.

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## (b)                                 ParachutePayments Equal to or Greater than 3.59 x Base Amount. In the event that thebenefits provided for in this agreement or otherwise payable to Employee(a) constitute “parachute payments” within the meaning of Section 280G ofthe Code, (b) would be subject to the excise tax imposed by Section 4999of the Code, and (c) the aggregate value of such parachute payments, asdetermined in accordance with Section 280G of the Code and the proposedTreasury Regulations thereunder (or the final Treasury Regulations, if theyhave then been adopted) is equal to or greater than the product obtained bymultiplying 3.59 by Employee’s “base amount” within the meaning of  Code Section 280G(b)(3), then the Employeeshall receive (i) a payment from the Company sufficient to pay such excisetax, plus (ii) an additional payment from the Company sufficient to paythe excise tax and federal and state income and employment taxes arising fromthe payments made by the Company to Employee pursuant to this sentence.

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## (c)                                  280GDeterminations.  Unless the Companyand the Employee otherwise agree in writing, the determination of Employee’sexcise tax liability and the amount required to be paid or reduced under thisSection 4 shall be made in writing by the Company’s independent auditors whoare primarily used by the Company immediately prior to the Change of Control orDisposition (the “Accountants”).  Forpurposes of making the calculations required by this Section 4, theAccountants may make reasonable assumptions and approximations concerningapplicable taxes and may rely on reasonable, good faith interpretationsconcerning the application of Sections 280G and 4999 of the Code.  The Company and the Employee shall furnishto the Accountants such information and documents as the Accountants mayreasonably request in order to make a determination under this Section.  The Company shall bear all costs theAccountants may reasonably incur in connection with any calculationscontemplated by this Section 4.

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# 5.                                       Definitionof Terms.  The following termsreferred to in this Agreement shall have the following meanings:

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## (a)                                  AnnualCompensation.  “Annual Compensation”shall mean an amount equal to the sum of (i) the Employee’s Company annualbase salary as in effect immediately preceding the Change of Control orDisposition, and (ii) 100% of  theEmployee’s Target Bonus.

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## (b)                                 TargetBonus.  “Target Bonus” shall meanEmployee’s annual bonus, assuming 100% “on target” satisfaction of anyobjective or subjective performance milestones.

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## (c)                                  Cause.  “Cause” shall mean (i) an act ofpersonal dishonesty taken by the Employee in connection with hisresponsibilities as an employee and intended to result in substantial personalenrichment of the Employee, (ii) Employee being convicted of a felony,(iii) a willful act by the Employee which constitutes gross misconduct andwhich is injurious to the Company, (iv) following delivery to the Employeeof a written demand for performance from the Company which describes the basisfor the Company’s reasonable belief that the Employee has not

 

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## substantially performed his duties, continuedviolations by the Employee of the Employee’s obligations to the Company whichare demonstrably willful and deliberate on the Employee’s part.

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## (d)                                 Changeof Control.  “Change of Control”means the occurrence of any of the following events:

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### (i)                                     AnyPerson becomes the “beneficial owner” (as defined in Rule 13d-3 under saidAct), directly or indirectly, of securities of the Company representing fiftypercent (50%) or more of the total voting power represented by the Company’sthen outstanding voting securities; or

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### (ii)                                  Theconsummation of the sale or disposition by the Company of all or substantiallyall the Company’s assets; or

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### (iii)                               Theconsummation of a merger or consolidation of the Company with any othercorporation, other than a merger or consolidation which would result in thevoting securities of the Company outstanding immediately prior theretocontinuing to represent (either by remaining outstanding or by being convertedinto voting securities of the surviving entity) at least fifty percent (50%) ofthe total voting power represented by the voting securities of the Company orsuch surviving entity outstanding immediately after such merger orconsolidation; or

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### (iv)                              Achange in the composition of the Board occurring within a two-year period, as aresult of which fewer than a majority of the directors are IncumbentDirectors.  “Incumbent Directors” shallmean directors who either (A) are directors of the Company as of the dateupon which this Agreement was entered into, or (B) are elected, ornominated for election, to the Board with the affirmative votes of at least amajority of those directors whose election or nomination was not in connectionwith any transaction described in subsections (i), (ii), or (iii) above, or inconnection with an actual or threatened proxy contest relating to the electionof directors to the Company; or

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### (v)                                 Thesale or disposition (other than to an affiliate of the Company or pursuant to aspin-off or similar transaction) including, but not limited to, a sale ofassets or sale of stock, by the Company of all or substantially all of aCovered Business Unit or comparable business unit for which the Employeeprimarily works (a “BU Disposition”).

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## (e)                                  CoveredBusiness Unit.  “Covered BusinessUnit” shall mean the Business Connectivity Company, the Business NetworksCompany or CommWorks (or their successor business units).

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## (f)                                    Disability.  “Disability” shall mean that the Employeehas been unable to perform his Company duties as the result of his incapacitydue to physical or mental illness, and such in­ability, at least 26 weeks afterits commencement, is determined to be total and permanent by a physicianselected by the Company or its insurers and acceptable to the Employee or theEmployee’s legal representative (such Agreement as to acceptability not to beunreasonably withheld).  Termina­tionresulting from Disability may only be effected after at least 30 days’ writtennotice by the

 

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## Company of its inten­tion to terminate the Employ­ee’semploy­ment.  In the event that theEmployee resumes the performance of substantially all of his duties hereunderbefore the termination of his employment becomes effective, the notice ofintent to terminate shall automatically be deemed to have been revoked.

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## (g)                                 Disposition.  “Disposition” shall mean that one of thefollowing shall have occurred with respect to any two of the three CoveredBusiness Units, either in one or more separate transac­tions:

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### (i)                                     anyPerson (other than the Company or its affiliates) becomes the Beneficial Owner,directly or indirectly, of securities of a Covered Business Unit representingfifty percent (50%) or more of the total voting power represented by the CoveredBusiness Unit’s then outstanding voting securities; or

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### (ii)                                  theconsummation of the sale or disposition by the Company of all or substantiallyall of a Covered Business Unit’s assets; or

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### (iii)                               theconsummation of a merger or consolidation of a Covered Business Unit with anyother corporation, other than a merger or consolidation which would result inthe voting securi­ties of the Covered Business Unit outstanding immediatelyprior thereto continuing to represent (either by remaining outstanding or bybeing converted into voting securities of the surviving entity) at least fiftypercent (50%) of the total voting power represented by the voting securities ofthe Covered Business Unit or such surviving entity outstanding immediatelyafter such merger or consolidation; or

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### (iv)                              thespin-off to the stockholders of the Company, by means of a dividend or exchangeoffer, of eighty percent (80%) or more of the voting stock of a CoveredBusiness Unit; or

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### (v)                                 thedivestiture or liquidation of a Covered Business Unit.

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## (h)                                 Person.  “Person” shall have the same meaningaccorded to such term in Sections 13(d) and 14(d) of the SecuritiesExchange Act of 1934, as amended.

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## (i)                                     VoluntaryTermination for Good Reason. “Voluntary Termination for Good Reason” shall mean the Employeevoluntarily resigns after the occurrence of any of the following:(i) without the Employee’s express written consent, a material reduc­tionof the Employee’s duties, title, authority or responsibilities, relative to theEmployee’s duties, title, authority or responsibilities as in effectimmediately prior to such reduction, or the assignment to Employee of suchreduced duties, title, authority or responsibilities; provided, however, that areduction in duties, title, authority or responsibilities solely by virtue ofthe consummation of a Change of Control or Disposition (as, for example, whenthe Company’s Senior Vice-President of Marketing remains as such following aChange of Control or Disposition) shall not by itself constitute grounds for a“Voluntary Termination for Good Reason;” (ii) without the Employee’sexpress written consent, a material reduction of the facilities and perquisites(including office space and location) available to

 

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## the Employee immediately prior to such reduc­tion,other than a reduction generally applicable to all senior management of theCompany; (iii) a reduction by the Company in the base salary of theEmployee as in effect immediately prior to such reduction; (iv) a materialreduction by the Company in the aggregate level of employee benefits, includingbonuses, to which the Employee was entitled immediately prior to such reductionwith the result that the Employee’s aggregate benefits package is materiallyreduced (other than a reduction that generally applies to Company employees);(v) the relocation of the Employee to a facil­ity or a location more thanthirty-five (35) miles from the Employee’s then present location, without theEmployee’s express written consent; or (vi) any act or set of facts orcircumstances which would, under California case law or statute constitute aconstructive termination of the Employee.

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# 6.                                       Non-Solicitation.In consideration for the severance benefits Employee is to receive herein, ifany, Employee agrees that he or she will not, at any time during the one yearfollowing his or her termination date, directly or indirectly solicit anyindividuals to leave the Company’s (or any of its subsidiaries’) employ for anyreason or interfere in any other manner with the employment relationships atthe time existing between the Company (or any of its subsidiaries) and itscurrent or prospective employees.

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# 7.                                       Successors.

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## (a)                                  Company’sSuccessors.  Any successor to theCompany (whether direct or indirect and whether by purchase, merger,consolidation, liquidation or otherwise) to all or substantially all of theCompany’s business and/or assets shall assume the obligations under thisAgreement and agree expressly to perform the obligations under this Agreementin the same manner and to the same extent as the Company would be required toperform such obligations in the absence of a succession.  For all purposes under this Agreement, theterm “Company” shall include any successor to the Company’s business and/orassets which executes and delivers the assumption agreement described in thisSection 7(a) or which becomes bound by the terms of this Agreement byoperation of law.

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## (b)                                 Employee’sSuccessors.  The terms of thisAgreement and all rights of the Employee hereunder shall inure to the benefitof, and be enforceable by, the Employee’s personal or legal representatives,executors, administrators, successors, heirs, distributees, devisees andlegatees.

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# 8.                                       Notice.

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## (a)                                  General.  Notices and all other communications contem­platedby this Agreement shall be in writing and shall be deemed to have been dulygiven when personally delivered or one day following mailing via FederalExpress or similar overnight courier service. In the case of the Employee, mailed notices shall be addressed to him atthe home address which he most recently communicated to the Company inwriting.  In the case of the Company,mailed notices shall be addressed to its corporate headquarters, and allnotices shall be directed to the attention of its Secretary.

 

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## (b)                                 Noticeof Termination.  Any termination bythe Company for Cause or by the Employee pursuant to a Volun­tary Terminationfor Good Reason shall be communicated by a notice of termination to the otherparty hereto given in accordance with Section 8(a) of this Agreement.  Such notice shall indicate the specifictermina­tion provision in this Agreement relied upon, shall set forth inreasonable detail the facts and circumstances claimed to provide a basis fortermination under the provision so indicated, and shall specify the terminationdate (which shall be not more than 30 days after the giving of suchnotice).  The failure by the Employee toinclude in the notice any fact or circumstance which contributes to a showingof Voluntary Termination for Good Reason shall not waive any right of theEmployee hereunder or preclude the Employee from asserting such fact orcircumstance in enforcing his rights hereunder.

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# 9.                                       MiscellaneousProvisions.

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## (a)                                  NoDuty to Mitigate.  The Employeeshall not be required to mitigate the value of any benefits contemplated bythis Agreement, nor shall any such benefits be reduced by any earnings orbenefits that the Employee may receive from any other source.

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## (b)                                 Waiver.  No provision of this Agreement shall bemodified, waived or discharged unless the modification, waiver or discharge isagreed to in writing and signed by the Employee and by two authorized officersof the Company (other than the Employee). No waiver by either party of any breach of, or of compliance with, anycondition or provision of this Agreement by the other party shall be considereda waiver of any other condition or provision or of the same condition orprovision at another time.

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## (c)                                  WholeAgreement.  No agreements,representations or understandings (whether oral or written and whether expressor implied) which are not expressly set forth in this Agreement have been madeor entered into by either party with respect to the subject matter hereof.  This Agreement represents the entireunderstanding of the parties hereto with respect to the subject matter hereofand supersedes all prior arrangements and understandings regarding same.

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## (d)                                 Choiceof Law.  The validity,interpretation, construction and performance of this Agreement shall begoverned by the laws of the State of California.

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## (e)                                  Severability.  The invalidity or unenforceability of anyprovision or provisions of this Agreement shall not affect the validity orenforceability of any other provision hereof, which shall remain in full forceand effect.

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## (f)                                    Counterparts.  This Agreement may be executed incounterparts, each of which shall be deemed an original, but all of whichtogether will constitute one and the same instrument.

 

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IN WITNESS WHEREOF, eachof the parties has executed this Agreement, in the case of the Company by itsduly authorized officers.

 
| **COMPANY**  |   |         | **3COM  CORPORATION**                         |
|--------------|--------|--------------|-----------------------------------------------|
|         |   |         |                                          |
|         |   | By:          |                                          |   |
|         |   |         | BRUCE L. CLAFLIN                              |
|         |   |         |                                          |
|         |   |         |                                          |
|         |   | Title:  | President &  CEO                          |
|         |   |         |                                          |
|         |   | and          |                                          |
|         |   |         |                                          |
|         |   | By:          |                                          |   |
|         |   |         | MARK D. MICHAEL                               |
|         |   |         |                                          |
|         |   | Title:       |  S.V.P., General Counsel & Secretary |
|         |   |         |                                          |
|         |   |         |                                          |
| **EMPLOYEE** |   | By:          |                                          |   |
|         |   |         | DENNIS CONNORS                                |
|              |        |              |                                               |  |  |  |

 

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**EXHIBIT A**

 

**MUTUAL RELEASE OF CLAIMS**

 

This Mutual Release ofClaims (“Release”) is made by and between 3Com Corporation, Inc. (the“Company”) and                                                       (“Employee”).

 

**RECITALS**

 

WHEREAS, theCompany and Employee (collectively referred to as “the Parties”) have agreedthat Employee is to receive certain severance benefits pursuant to theagreement to which this Release is attached as Exhibit A (the“Management Retention Agreement”);

 

NOW THEREFORE, inconnection with the promises made herein and in the Management RetentionAgreement, the Company and Employee hereby agree as follows:

 

1.                                       ConfidentialInformation.  Employee shallcontinue to maintain the confidentiality of all confidential and proprietaryinformation of the Company and shall continue to comply with the terms and conditions of the ConfidentialInformation and Invention Assignment Agreement previously entered into by andbetween the Company and Employee.

 

2.                                       Paymentof Salary.  The Company representsand Employee acknowledges and represents that the Company has paid (or will paypursuant to the terms of the applicable plan or program and the ManagementRetention Agreement) all salary, wages, bonuses, commissions, accrued vacationand expense reimbursements and any and all other benefits due to Employeethrough the date of signing of this Release.

 

3.                                       Releaseof Claims. Employee agrees that the severance benefits provided pursuant tothe Management Retention Agreement represent settlement in full of alloutstanding obligations owed to Employee by the Company or any subsidiary ofthe Company.  Employee and the Company,on behalf of themselves and their respective heirs, agents, representatives,immediate family members, executors, assigns, directors, employees, attorneys,investors, shareholders, administrators, affiliates, divisions, subsidiaries,parents, predecessor and successor corpora­tions, hereby fully and foreverrelease each other and their respective heirs, agents, representatives,immediate family members, executors, assigns, directors, employees, attorneys,investors, shareholders, administrators, affiliates, divisions, subsidiaries,parents, predecessor and successor corpora­tions and agree not to sue orotherwise institute or cause to be instituted any legal or administrativeproceedings concerning any claim, duty, obligation or cause of action relatingto any matters of any kind, whether presently known or unknown, suspected orunsuspected, that Employee or the Company may possess against each other fromany omissions, acts or facts that have occurred up until and including theEffective Date of this Release including, without limitation,

 

(a)                                  anyand all claims relating to or arising from Employee’s relationship with theCompany or any subsidiary of the Company and the termination of thatrelationship;

 

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(b)                                 anyand all claims relating to, or arising from, Employee’s right to purchase, oractual purchase of shares of stock of the Company or any subsidiary of theCompany, including, without limitation, any claims for fraud,misrepresentation, breach of fiduciary duty, breach of duty under applicablestate corporate law, and securities fraud under any state or federal law;

 

(c)                                  anyand all claims for wrongful discharge of employment; termination in violationof public policy; discrimination; breach of contract, both express and implied;breach of a covenant of good faith and fair dealing, both express and implied;promissory estoppel; negligent or intentional infliction of emotional distress;negligent or intentional misrepresentation; negligent or intentionalinterference with contract or prospec­tive economic advantage; unfair businesspractices; defamation; libel; slander; negligence; personal injury; invasion ofprivacy; false imprisonment; and conversion;

 

(d)                                 anyand all claims for violation of any federal, state or municipal stat­ute,including, but not limited to, Title VII of the Civil Rights Act of 1964,the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967,the Americans with Disabilities Act of 1990, the Fair Labor Standards Act, theEmployee Retirement Income Security Act of 1974, The Worker Adjustment andRetraining Notification Act, Older Workers Benefit Protection Act; theCalifornia Fair Employment and Housing Act, and the California Labor Code andall amendments to each such Act as well as the regulations issued thereunder;

 

(e)                                  anyand all claims for violation of the federal, or any state, constitution;

 

(f)                                    anyand all claims arising out of any other laws and regulations relating toemployment or employment discrimination; and

 

(g)                                 anyand all claims for attorneys’ fees and costs.

 

Notwithstandinganything to the contrary in this Section 3, nothing in this Release is intendedto relieve the Company of its obligations under California Labor Code section2802 or any other federal or state statute or common law principle of similareffect, and the release set forth under this Section 3 does not  extend to any obligations incurred undersuch statutes or principles or this Release. Employee and the Company agree that the release set forth in thisSection 3 shall otherwise be and remain in effect in all respects as a completegeneral release as to the matters released.

 

4.                                       Acknowledgmentof Waiver of Claims under ADEA. Employee acknowledges that he is waiving and releasing any rights he mayhave under the Age Discrimination in Employment Act of 1967 (“ADEA”) and thatthis waiver and release is knowing and voluntary.  Employee and the Company agree that this waiver and release doesnot apply to any rights or claims that may arise under the ADEA after theEffective Date of this Release. Employee acknowledges that the consideration given for this waiver andRelease is in addition to anything of value to which Employee was alreadyentitled.  Employee further acknowledgesthat he has been advised by this writing that (a) he should consult with anattorney prior to executing this Release; (b) he has at least twenty-one(21) days within which to consider this Release; (c) he has seven (7) daysfollowing the execution of this Release by the Parties to revoke the Release;and (d) this Release shall not be

 

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effective until therevocation period has expired.  Anyrevocation should be in writing and delivered to a member of the Board ofDirectors by close of business on the seventh day from the date that Employeesigns this Release.

 

5.                                       CivilCode Section 1542.  Employee and theCompany represent that they are not aware of any claim other than the claimsthat are released by this Release. Employee and the Company acknowledge that they have been advised bylegal counsel and are familiar with the provisions of California Civil CodeSection 1542, which provides as follows:

 

**AGENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW ORSUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IFKNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.**

 

Employee and theCompany, being aware of said code section, agree to expressly waive any rightsthey may have thereunder, as well as under any other federal or state statuteor common law principles of similar effect.

 

6.                                       NoPending or Future Lawsuits. Employee and the Company represent to each other that they have nolawsuits, claims, or actions pending in their name, or on behalf of any otherperson or entity, against each other or any other person or entity referred toherein.  Employee and the Company alsorepresent to each other that as of the Effective Date, they do not have anybasis for, and do not intend to bring any claims on their behalf or on behalfof any other person or entity against each other or any other person or entityreferred to herein.

 

7.                                       NoCooperation.  Employee agrees thathe will not counsel or assist any attorneys or their clients in thepresentation or prosecution of any lawsuits, disputes, claims, charges, orcomplaints by any third party against the Company (including any subsidiary ofthe Company, and/or any officer, director, employee, agent, representative,shareholder or attorney of the Company or any subsidiary in his, her or itscapacity as such on behalf of the Company or any subsidiary) unless under asubpoena, court order or otherwise required by law to do so.

 

8.                                       TaxConsequences.  The Company makes norepresentations or warranties with respect to the tax consequences of thepayment of any sums to Employee under the terms of the Management RetentionAgreement and this Release.  Employeeagrees and understands that he is responsible for payment, if any, of local,state and/or federal taxes on the sums paid thereunder by the Company and anypenalties or assessments thereon.

 

9.                                       Costs.  The Parties shall each bear their own costs,expert fees, attorneys’ fees and other fees incurred in connection with thisRelease.

 

10.                                 Authority.  The Company represents and warrants that theundersigned has the authority to act on behalf of the Company and to bind theCompany and all who may claim through

 

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it to the terms andconditions of this Release.  Employeerepresents and warrants that he has the capacity to act on his own behalf andon behalf of all who might claim through him to bind them to the terms and conditionsof this Release.  Each Party warrantsand represents that there are no liens or claims of lien or assignments in lawor equity or otherwise of or against any of the claims or causes of actionreleased herein.

 

11.                                 NoRepresentations.  Each Partyrepresents that it has had the opportunity to consult with an attorney, and hascarefully read and understands the scope and effect of the provisions of thisRelease.  Neither party has relied uponany representations or statements made by the other party hereto which are notspecifically set forth in this Release.

 

12.                                 Severability.  In the event that any provision hereofbecomes or is declared by a court of competent jurisdiction to be illegal,unenforceable or void, this Release shall continue in full force and effectwithout said provision.

 

13.                                 EntireAgreement.  This Release, theManagement Retention Agreement and the Confidential Information and InventionAssignment Agreement previously entered into by and between the Company andEmployee represent the entire agreement and understanding between the Companyand Employee concern­ing the subject matter herein, and supersede and replaceany and all prior agreements and understandings.

 

14.                                 NoOral Modification.  This Release mayonly be amended in writing signed by Employee and a duly authorized officer(other than Employee) of the Company.

 

15.                                 EffectiveDate.  This Release is effectiveeight days after it has been signed by both Parties (the “Effective Date”).

 

16.                                 Counterparts.  This Release may be executed in counter­parts,and each counterpart shall have the same force and effect as an original andshall constitute an effective, binding agreement on the part of each of theundersigned.

 

17.                                 VoluntaryExecution of Release.  This Releaseis executed voluntarily and without any duress or undue influence on the partor behalf of the Parties hereto, with the full intent of releasing allclaims.  The Parties acknowledge that:

 

(a)                                  Theyhave read this Release;

 

(b)                                 Theyhave been represented in the preparation, negotiation, and execution of thisRelease by legal counsel of their own choice or that they have voluntarilydeclined to seek such counsel;

 

(c)                                  Theyunderstand the terms and consequences of this Release and of the releases itcontains;

 

(d)                                 Theyare fully aware of the legal and binding effect of this Release.

 

4

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IN WITNESS WHEREOF, theParties have executed this Release on the respective dates set forth below.

 

 
|   | 3Com Corporation         |
|--------|--------------------------|
|   |                     |
| Dated: |                     |   |   |   |
|   | By:                      |
|   |                     |
|   |                     |
|   | EMPLOYEE, an  individual |
|   |                     |
|   |                     |
| Dated: |                     |   |   |   |
|        |                          |  |  |  |  |  |

 

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