**Exhibit 10.3**

 

**3COM CORPORATION**

 

**MANAGEMENT RETENTION AGREEMENT**

 

This Management RetentionAgreement (the “Agreement”) is made and entered into by and between Mark Slaven(the “Employee”) and 3Com Corporation (the “Company”).

 

R E C I T A L S

 

A.            It is expected that the Company from time to time willconsider the possibility of an acquisition by another company or other changeof control.  The Board of Directors ofthe Company (the “Board”) recognizes that such consideration can be adistraction to the Employee and can cause the Employee to consider alternativeemployment opportunities.  The Board hasdetermined that it is in the best interests of the Company and its stockholdersto assure that the Company will have the continued dedication and objectivityof the Employee, notwithstanding the possibility, threat or occurrence of aChange of Control of the Company.

 

B.            The Board believes that it is in the best interests ofthe Company and its stockholders to provide the Employee with an incentive tocontinue his employment and to motivate the Employee to maximize the value ofthe Company upon a Change of Control for the benefit of its stockholders.

 

C.            The Board believes that it is imperative to provide theEmployee with severance benefits upon Employee’s termination of employmentwithin 3 months prior to or within 12 months following a Change of Controlwhich provides the Employee with enhanced financial security and providesincentive and encouragement to the Employee to remain with the Companynotwithstanding the possibility of a Change of Control.

 

D.            Certain capitalized terms used in the Agreement aredefined in Section 5 below.

 

The parties hereto agree asfollows:

 

# 1.     Term of Agreement.  This Agreement shall terminate upon the datethat all obligations of the parties hereto with respect to this Agreement havebeen satisfied.

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# 2.     At-Will Employment.  The Company and the Employee acknowledgethat the Employee’s employment is and shall continue to be at-will, as definedunder applicable law, and may be terminated by either party at any time, withor without cause.  If the Employee’semployment terminates for any reason, including (without limitation) anytermination prior to a Change of Control, the Employee shall not be entitled toany payments, benefits, damages, awards or compensation other than as providedby this Agreement, or as may otherwise be

 

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# available in accordance with the Company’sestablished employee plans or pursuant to other written agreements with theCompany.

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# 3.     Change of Control Severance Benefits.

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## (a)  Involuntary Termination other than forCause, Death or Disability or Voluntary Termination for Good Reason WithinThree (3) Months Prior to or Within Twelve (12) Months Following A Change of Control.  If, within three (3) months prior to orwithin twelve (12) months following a Change of Control, Employee’s employmentis terminated (i) involuntarily by the Company other than for Cause, death orDisability or (ii) by the Employee pursuant to a Voluntary Termination for GoodReason, then, subject to Employee entering into a standard form of mutualrelease of claims with the Company in substantially the form attached hereto asExhibit A, the Company shall provide Employee with the following benefits uponsuch termination:

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### (i)            Lump-Sum Payment.  A lump-sum cash payment in an amount equalto one hundred percent (100%) of the Employee’s Annual Compensation;

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### (ii)           Continued Employee Benefits.The Company shall provide Company-paid health, dental, vision, long-termdisability and life insurance coverage at the same level of coverage as wasprovided to such Employee immediately prior to the termination of employmentand at the same ratio of Company premium payment to Employee premium payment aswas in effect immediately prior to the termination of employment (the“Company-Paid Coverage”).  If suchcoverage included the Employee’s dependents immediately prior to the Change ofControl, such dependents shall also be covered at Company expense.  Company-Paid Coverage shall continue untilthe earlier of (i) two years from the date of termination, or(ii) the date upon which the Employee and his dependents become coveredunder another employer’s group health, dental, vision, long-term disability orlife insurance plans that provide Employee and his dependents with comparablebenefits and levels of coverage.  Forpurposes of Title X of the Consolidated Budget Reconciliation Act of 1985(“COBRA”), the date of the “qualifying event” for Employee and his or her dependentsshall be the date upon which the Company-Paid Coverage commences, and eachmonth of Company-Paid Coverage provided hereunder shall offset a month ofcontinuation coverage otherwise due under COBRA.

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### (iii)          Pro-Rated Bonus Payment.  A lump-sum cash payment equal to 100% ofsuch Employee’s target bonus as in effect for the fiscal year in which theChange of Control occurs, pro-rated by multiplying such bonus amount by afraction, the numerator of which shall be the number of days prior tooccurrence of the Change of Control during such fiscal year, and thedenominator of which shall be three-hundred and sixty-five.

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### (iv)          Equity Compensation AcceleratedVesting.  One hundred percent (100%)of the unvested portion of any stock option, restricted stock or other Companyequity compensation held by the Employee shall automatically be accelerated infull so as to become completely vested; provided, however, that if this is dueto a termination occurring within three months prior to a Change of Control,such acceleration shall become effective upon the date of the Change ofControl.

 

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### (v)           Extension of Stock OptionPost-Termination Exercisability. The post-termination exercise period of any outstanding Company stockoptions held by Employee shall be extended to the lesser of (A) one year fromthe date of Employee’s termination, or (B) the original option term.

 

## (b)  Voluntary Resignation; Termination ForCause.  If the Employee’s employmentterminates by reason of the Employee’s voluntary resignation (and is not aVoluntary Termination for Good Reason), or if the Employee is terminated forCause, then the Employee shall not be entitled to receive severance or otherbenefits except for those (if any) as may then be established under theCompany’s then existing severance and benefits plans or pursuant to otherwritten agreements with the Company.

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## (c)  Disability; Death.  If the Employee’s employment with theCompany terminates as a result of the Employee’s Disability, or if Employee’semployment is terminated due to the death of the Employee, then the Employeeshall not be entitled to receive severance or other benefits except for those(if any) as may then be established under the Company’s then existing severanceand benefits plans or pursuant to other written agreements with the Company.

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## (d)  Termination Apart from Change of Control.  In the event the Employee’s employment isterminated for any reason, either prior to three (3) months before theoccurrence of a Change of Control or after the twelve (12) month periodfollowing a Change of Control, then the Employee shall be entitled to receiveseverance and any other benefits only as may then be established under theCompany’s existing severance and benefits plans or pursuant to other writtenagreements with the Company.

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# 4.     Golden Parachute Excise Taxes.

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## (a)  Parachute Payments of Less than 3.59 xBase Amount.  In the event that thebenefits provided for in this agreement or otherwise payable to Employee(a) constitute “parachute payments” within the meaning ofSection 280G of the Internal Revenue Code of 1986, as amended (the“Code”), (b) would be subject to the excise tax imposed bySection 4999 of the Code, and (c) the aggregate value of such parachutepayments, as determined in accordance with Section 280G of the Code andthe proposed Treasury Regulations thereunder (or the final TreasuryRegulations, if they have then been adopted) is less than the product obtainedby multiplying 3.59 by Employee’s “base amount” within the meaning of  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 Section 4999of the Code.

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## (b)  Parachute Payments Equal to or Greaterthan 3.59 x Base Amount.  In theevent that the benefits provided for in this agreement or otherwise payable toEmployee (a) constitute “parachute payments” within the meaning ofSection 280G of the Code, (b) would be subject to the excise taximposed by Section 4999 of the Code, and (c) the aggregate value of suchparachute payments, as determined in accordance with Section 280G of theCode and the proposed Treasury Regulations thereunder (or the final TreasuryRegulations, if they have then been adopted) is equal to or greater than theproduct obtained by multiplying 3.59 by Employee’s “base amount” within themeaning of  CodeSection 280G(b)(3), then the Employee shall receive (i) a paymentfrom the

 

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## Company sufficient to pay such excise tax,plus (ii) an additional payment from the Company sufficient to pay theexcise tax and federal and state income and employment taxes arising from thepayments made by the Company to Employee pursuant to this sentence.

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## (c)  280G Determinations.    Unless the Company and the Employeeotherwise agree in writing, the determination of Employee’s excise taxliability and the amount required to be paid or reduced under thisSection 4 shall be made in writing by the Company’s independent auditorswho are primarily used by the Company immediately prior to the Change ofControl (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 furnish tothe 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 calculations contemplatedby this Section 4.

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# 5.     Definition of Terms.  The following terms referred to in thisAgreement shall have the following meanings:

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## (a)  Annual Compensation.  “Annual Compensation” shall mean an amountequal to the sum of (i) the Employee’s Company annual base salary as ineffect immediately preceding the Change of Control, and (ii) 100% of theEmployee’s Target Bonus.

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## (b)  Target Bonus.  “Target Bonus” shall mean Employee’s annualbonus, assuming 100% “on target” satisfaction of any objective or subjectiveperformance milestones.

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## (c)  Cause.  “Cause” shall mean (i) an act of personal dishonesty takenby the Employee in connection with his responsibilities as an employee andintended to result in substantial personal enrichment of the Employee, (ii) Employeebeing convicted of a felony, (iii) a willful act by the Employee whichconstitutes gross misconduct and which is injurious to the Company,(iv) following delivery to the Employee of a written demand forperformance from the Company which describes the basis for the Company’sreasonable belief that the Employee has not substantially performed his duties,continued violations by the Employee of the Employee’s obligations to theCompany which are demonstrably willful and deliberate on the Employee’s part.

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

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### (i)            Any Person becomes the “beneficialowner” (as defined in Rule 13d-3 under said Act), directly or indirectly,of securities of the Company representing fifty percent (50%) or more of the totalvoting power represented by the Company’s then outstanding voting securities;or

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### (ii)           The consummation of the sale ordisposition by the Company of all or substantially all the Company’s assets; or

 

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### (iii)          The consummation of a merger orconsolidation of the Company with any other corporation, other than a merger orconsolidation which would result in the voting securities of the Companyoutstanding immediately prior thereto continuing to represent (either byremaining outstanding or by being converted into voting securities of thesurviving entity) at least fifty percent (50%) of the total voting powerrepresented by the voting securities of the Company or such surviving entityoutstanding immediately after such merger or consolidation; or

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### (iv)          A change in the composition of theBoard occurring within a two-year period, as a result of which fewer than amajority of the directors are Incumbent Directors.  “Incumbent Directors” shall mean directors who either(A) are directors of the Company as of the date upon which this Agreementwas entered into, or (B) are elected, or nominated for election, to theBoard with the affirmative votes of at least a majority of those directorswhose election or nomination was not in connection with any transactiondescribed in subsections (i), (ii), or (iii) above, or in connection with anactual or threatened proxy contest relating to the election of directors to theCompany.

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## (e)  Disability.  “Disability” shall mean that the Employee has been unable toperform his Company duties as the result of his incapacity due to physical ormental illness, and such inability, at least 26 weeks after its commencement,is determined to be total and permanent by a physician selected by the Companyor its insurers and acceptable to the Employee or the Employee’s legalrepresentative (such Agreement as to acceptability not to be unreasonablywithheld).  Termination resulting fromDisability may only be effected after at least 30 days’ written notice by theCompany of its intention to terminate the Employee’s employment.  In the event that the Employee resumes theperformance of substantially all of his duties hereunder before the terminationof his employment becomes effective, the notice of intent to terminate shallautomatically be deemed to have been revoked.

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## (f)  Person.  “Person” shall have the same meaning accorded to such term inSections 13(d) and 14(d) of the Securities Exchange Act of 1934, asamended.

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## (g)  Voluntary Termination for Good Reason.  “Voluntary Termination for Good Reason”shall mean the Employee voluntarily resigns after the occurrence of any of thefollowing: (i) without the Employee’s express written consent, a materialreduction of the Employee’s duties, title, authority or responsibilities,relative to the Employee’s duties, title, authority or responsibilities as ineffect immediately prior to such reduction, or the assignment to Employee ofsuch reduced duties, title, authority or responsibilities; provided, however,that a reduction in duties, title, authority or responsibilities solely byvirtue of the consummation of a Change of Control (as, for example, when theCompany’s EVP & CFO, Corporate Finance remains as such following a Changeof Control) shall not by itself constitute grounds for a “Voluntary Terminationfor Good Reason;” (ii) without the Employee’s express written consent, amaterial reduction of the facilities and perquisites (including office spaceand location) available to 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

 

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## reduction that generally applies to Companyemployees); (v) the relocation of the Employee to a facility or a locationmore than thirty-five (35) miles from the Employee’s then present location,without the Employee’s express written consent; or (vi) any act or set offacts or circumstances which would, under California case law or statuteconstitute a constructive termination of the Employee.

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# 6.     Non-Solicitation.  In consideration for the severance benefitsEmployee is to receive herein, if any, Employee agrees that he or she will not,at any time during the one year following his or her termination date, directlyor indirectly solicit any individuals to leave the Company’s (or any of itssubsidiaries’) employ for any reason or interfere in any other manner with theemployment relationships at the time existing between the Company (or any ofits subsidiaries) and its current or prospective employees.

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# 7.     Successors.

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## (a)  Company’s Successors.  Any successor to the Company (whether director indirect and whether by purchase, merger, consolidation, liquidation orotherwise) to all or substantially all of the Company’s business and/or assetsshall assume the obligations under this Agreement and agree expressly to performthe obligations under this Agreement in the same manner and to the same extentas the Company would be required to perform such obligations in the absence ofa succession.  For all purposes underthis Agreement, the term “Company” shall include any successor to the Company’sbusiness and/or assets which executes and delivers the assumption agreementdescribed in this Section 7(a) or which becomes bound by the terms of thisAgreement by operation of law.

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## (b)  Employee’s Successors.  The terms of this Agreement and all rightsof the Employee hereunder shall inure to the benefit of, and be enforceable by,the Employee’s personal or legal representatives, executors, administrators,successors, heirs, distributees, devisees and legatees.

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# 8.     Notice.

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## (a)  General.  Notices and all other communications contemplated by thisAgreement shall be in writing and shall be deemed to have been duly given whenpersonally delivered or one day following mailing via Federal Express or similarovernight courier service.  In the caseof the Employee, mailed notices shall be addressed to him at the home addresswhich he most recently communicated to the Company in writing.  In the case of the Company, mailed noticesshall be addressed to its corporate headquarters, and all notices shall bedirected to the attention of its Secretary.

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## (b)  Notice of Termination.  Any termination by the Company for Cause orby the Employee pursuant to a Voluntary Termination for Good Reason shall becommunicated by a notice of termination to the other party hereto given inaccordance with Section 8(a) of this Agreement.  Such notice shall indicate the specific termination provision inthis Agreement relied upon, shall set forth in reasonable detail the facts andcircumstances claimed to provide a basis for termination under the provision soindicated, and shall specify the termination date (which shall be not more than30 days after the giving of such notice). The failure by the Employee to include in the notice any

 

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## fact or circumstance which contributes to ashowing of Voluntary Termination for Good Reason shall not waive any right ofthe Employee hereunder or preclude the Employee from asserting such fact orcircumstance in enforcing his rights hereunder.

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# 9.     Miscellaneous Provisions.

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## (a)  No Duty to Mitigate.  The Employee shall not be required tomitigate the value of any benefits contemplated by this Agreement, nor shallany such benefits be reduced by any earnings or benefits that the Employee mayreceive from any other source.

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## (b)  Waiver.  No provision of this Agreement shall be modified, waived ordischarged unless the modification, waiver or discharge is agreed to in writingand signed by the Employee and by two authorized officers of the Company (otherthan the Employee).  No waiver by eitherparty of any breach of, or of compliance with, any condition or provision ofthis Agreement by the other party shall be considered a waiver of any othercondition or provision or of the same condition or provision at another time.

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## (c)  Whole Agreement.  No agreements, representations orunderstandings (whether oral or written and whether express or implied) whichare not expressly set forth in this Agreement have been made or entered into byeither 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)  Choice of Law.  The validity, interpretation, constructionand performance of this Agreement shall be governed by the laws of the State ofCalifornia.

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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, each of theparties has executed this Agreement, in the case of the Company by its dulyauthorized officers.

 

 
| **COMPANY**  |   | **3COM CORPORATION** |
|--------------|--------|----------------------|
|         |   |                 |
|         | By:    | /s/ Bruce L. Claflin |   |
|         |   | BRUCE L. CLAFLIN     |
|         |   |
|         | Title: | President & CEO  |
|         |   |
|         |   |
| **EMPLOYEE** | By:    | /s/ Mark Slaven      |   |
|         |   | **Mark Slaven**      |
|              |        |                      |  |  |

 

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**EXHIBIT A**

 

**MUTUAL RELEASE OF CLAIMS**

 

This Mutual Release of Claims (“Release”) is made by and between 3ComCorporation, Inc. (the “Company”) and                                           (“Employee”).

 

**RECITALS**

 

WHEREAS, the Company andEmployee (collectively referred to as “the Parties”) have agreed that Employeeis to receive certain severance benefits pursuant to the agreement to whichthis Release is attached as Exhibit A (the “Management RetentionAgreement”);

 

NOW THEREFORE, in connectionwith the promises made herein and in the Management Retention Agreement, theCompany and Employee hereby agree as follows:

 

# 1.     Confidential Information.  Employee shall continue to maintain theconfidentiality of all confidential and proprietary information of the Companyand shall  continue to comply with theterms and conditions of the Confidential Information and Invention AssignmentAgreement previously entered into by and between the Company and Employee.

 

# 2.     Payment of Salary.  The Company represents and Employeeacknowledges and represents that the Company has paid (or will pay pursuant tothe terms of the applicable plan or program and the Management RetentionAgreement) all salary, wages, bonuses, commissions, accrued vacation andexpense reimbursements and any and all other benefits due to Employee throughthe date of signing of this Release.

 

# 3.     Release of Claims.  Employee agrees that the severance benefitsprovided pursuant to the Management Retention Agreement represent settlement infull of all outstanding obligations owed to Employee by the Company or anysubsidiary of the Company.  Employee andthe 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 forever release 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 andagree not to sue or otherwise institute or cause to be instituted any legal oradministrative proceedings concerning any claim, duty, obligation or cause ofaction relating to any matters of any kind, whether presently known or unknown,suspected or unsuspected, that Employee or the Company may possess against eachother from any omissions, acts or facts that have occurred up until andincluding the Effective Date of this Release including, without limitation,

 

(a)  any and all claims relatingto or arising from Employee’s relationship with the Company or any subsidiaryof the Company and the termination of that relationship;

 

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(b)  any and all claims relatingto, or arising from, Employee’s right to purchase, or actual purchase of sharesof stock of the Company or any subsidiary of the Company, including, withoutlimitation, any claims for fraud, misrepresentation, breach of fiduciary duty,breach of duty under applicable state corporate law, and securities fraud underany state or federal law;

 

(c)  any and all claims forwrongful discharge of employment; termination in violation of public policy;discrimination; breach of contract, both express and implied; breach of acovenant of good faith and fair dealing, both express and implied; promissoryestoppel; negligent or intentional infliction of emotional distress; negligentor intentional misrepresentation; negligent or intentional interference withcontract or prospective economic advantage; unfair business practices;defamation; libel; slander; negligence; personal injury; invasion of privacy;false imprisonment; and conversion;

 

(d)  any and all claims forviolation of any federal, state or municipal statute, including, but notlimited to, Title VII of the Civil Rights Act of 1964, the Civil RightsAct of 1991, the Age Discrimination in Employment Act of 1967, the Americanswith Disabilities Act of 1990, the Fair Labor Standards Act, the EmployeeRetirement Income Security Act of 1974, The Worker Adjustment and RetrainingNotification Act, Older Workers Benefit Protection Act; the California FairEmployment and Housing Act, and the California Labor Code and all amendments toeach such Act as well as the regulations issued thereunder;

 

(e)  any and all claims forviolation of the federal, or any state, constitution;

 

(f)  any and all claims arisingout of any other laws and regulations relating to employment or employmentdiscrimination; and

 

(g)  any and all claims forattorneys’ fees and costs.

 

Notwithstanding anything to thecontrary in this Section 3, nothing in this Release is intended to relievethe Company of its obligations under California Labor Code section 2802 orany other federal or state statute or common law principle of similar effect,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 acomplete general release as to the matters released.

 

# 4.     Acknowledgment of Waiver of Claims underADEA.  Employee acknowledges that heis waiving and releasing any rights he may have under the Age Discrimination inEmployment Act of 1967 (“ADEA”) and that this waiver and release is knowing andvoluntary.  Employee and the Companyagree that this waiver and release does not apply to any rights or claims thatmay arise under the ADEA after the Effective Date of this Release.  Employee acknowledges that the considerationgiven for this waiver and Release is in addition to anything of value to whichEmployee was already entitled.  Employeefurther acknowledges that he has been advised by this writing that (a) heshould consult with an attorney prior to executing this Release; (b) hehas at least twenty-one (21) days within which to consider this Release; (c) hehas seven (7) days following the execution of this Release by the Parties torevoke the Release; and (d) this Release shall not be effective until therevocation period has expired.  Anyrevocation should be in writing and delivered

 

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# to a member ofthe Board of Directors by close of business on the seventh day from the datethat Employee signs this Release.

 

# 5.     Civil Code Section 1542.  Employee and the Company represent that theyare not aware of any claim other than the claims that are released by thisRelease.  Employee and the Companyacknowledge that they have been advised by legal counsel and are familiar withthe provisions of California Civil Code Section 1542, which provides asfollows:

 

**A GENERAL RELEASE DOES NOT EXTEND TO CLAIMSWHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIMEOF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTEDHIS SETTLEMENT WITH THE DEBTOR.**

 

Employee and the Company, being aware of said code section, agree toexpressly waive any rights they may have thereunder, as well as under any otherfederal or state statute or common law principles of similar effect.

 

# 6.     No Pending or Future Lawsuits.  Employee and the Company represent to eachother that they have no lawsuits, claims, or actions pending in their name, oron behalf of any other person or entity, against each other or any other personor entity referred to herein.  Employeeand the Company also represent to each other that as of the Effective Date, theydo not have any basis for, and do not intend to bring any claims on theirbehalf or on behalf of any other person or entity against each other or anyother person or entity referred to herein.

 

# 7.     No Cooperation.  Employee agrees that he will not counsel orassist any attorneys or their clients in the presentation or prosecution of anylawsuits, disputes, claims, charges, or complaints by any third party againstthe Company (including any subsidiary of the Company, and/or any officer,director, employee, agent, representative, shareholder or attorney of theCompany or any subsidiary in his, her or its capacity as such on behalf of theCompany or any subsidiary) unless under a subpoena, court order or otherwiserequired by law to do so.

 

# 8.     Tax Consequences.  The Company makes no representations orwarranties with respect to the tax consequences of the payment of any sums toEmployee under the terms of the Management Retention Agreement and thisRelease.  Employee agrees andunderstands that he is responsible for payment, if any, of local, state and/orfederal taxes on the sums paid thereunder by the Company and any penalties orassessments thereon.

 

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

 

# 10.   Authority.  The Company represents and warrants that the undersigned has theauthority to act on behalf of the Company and to bind the Company and all whomay claim through it to the terms and conditions of this Release.  Employee represents and warrants that he hasthe capacity to act on his own behalf and on behalf of all who might claimthrough him to bind them to the terms

 

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# 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.   No Representations.  Each Party represents that it has had theopportunity to consult with an attorney, and has carefully read and understandsthe scope and effect of the provisions of this Release.  Neither party has relied upon anyrepresentations 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.   Entire Agreement.  This Release, the Management RetentionAgreement and the Confidential Information and Invention Assignment Agreementpreviously entered into by and between the Company and Employee represent theentire agreement and understanding between the Company and Employee concerningthe subject matter herein, and supersede and replace any and all prioragreements and understandings.

 

# 14.   No Oral Modification.  This Release may only be amended in writingsigned by Employee and a duly authorized officer (other than Employee) of the Company.

 

# 15.   Effective Date.  This Release is effective eight days afterit has been signed by both Parties (the “Effective Date”).

 

# 16.   Counterparts.  This Release may be executed incounterparts, and each counterpart shall have the same force and effect as anoriginal and shall constitute an effective, binding agreement on the part ofeach of the undersigned.

 

# 17.   Voluntary Execution of Release.  This Release is executed voluntarily andwithout any duress or undue influence on the part or behalf of the Partieshereto, with the full intent of releasing all claims.  The Parties acknowledge that:

 

(a)  They have read thisRelease;

 

(b)  They have been representedin the preparation, negotiation, and execution of this Release by legal counselof their own choice or that they have voluntarily declined to seek suchcounsel;

 

(c)  They understand the termsand consequences of this Release and of the releases it contains;

 

(d)  They are fully aware of thelegal and binding effect of this Release.

 

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

 

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

 

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