**Exhibit 10.4**

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**3COM CORPORATION**

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**2003STOCK PLAN**

 

**PERFORMANCEACCELERATED VESTING**

**RESTRICTEDSTOCK (PAVRS) AGREEMENT**

 

THIS STOCK GRANTAGREEMENT (the “Award Agreement”) is made on**<<date>>**, by and between 3Com Corporation (the “Company”),and **<<recipient>>** (the “Participant”).

 

The Company desires toissue and the Participant desires to acquire shares of the Common Stock asherein described, pursuant to the Company’s 2003 Stock Plan (the “Plan”), onthe terms and conditions set forth in this Award Agreement and the Plan, whichis incorporated herein by reference. Unless otherwise defined herein, capitalized terms shall have themeaning given to them in the Plan.

 

IT IS AGREED between theparties as follows:

 

1.             Issuanceof Shares.  On the effective date ofthis Award Agreement as set forth above (the “Grant Date”), the Company shallissue to Participant, subject to the provisions hereof and the Plan, <<**insert number>>** shares of CommonStock (the “Shares”) in consideration for the Participant’s past service withthe Company.

 

No Shares shall be issuedpursuant to this Award Agreement if the issuance and delivery of such Shareswould constitute a violation of any applicable federal or state securities lawor other law or regulation, or would fail to satisfy the requirements of anystock exchange upon which the Shares may then be listed.  As a condition to the issuance and deliveryof the Shares, the Company may require the Participant to satisfy anyqualifications that may be necessary or appropriate, to evidence compliancewith any applicable law or regulation and to make any representation orwarranty with respect thereto as may be requested by the Company.

 

2.             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 this AwardAgreement.

 

3.             Vestingand Unvested Share Reacquisition Right.

 

(a)           Vesting.

 

[ENTER VESTING HERE OR REFERENCE EXHIBIT]

 

(b)           OneYear Holding Requirement.  The PAVRSgranted to a Participant are subject to a holding period requirement of one (1)year when accelerated vesting occurs.  Ifthe acceleration fails to take place, the Shares vesting four (4) years fromgrant  (cliff vesting) do not require theParticipant to maintain a one (1)-year post vesting holding period.

 

[(c)          TandemCash Award.   A tandem cash awardwill be made to the Participant when the Shares vest.  The cash award is designed to assist theParticipant in paying the tax liability due upon vesting.  The amount of tax liability will be “grossed-up”and calculated using the Participant’s marginal rate for federal and applicablestate income taxes and the then current Medicare tax rate.  The actual tandem cash award will be based onthe lesser of the value of the restricted stock at grant or at vesting.  The award will not result in a check beingdirectly issued to the Participant. Rather, the transaction will be made by payroll entries to theParticipant’s income account and the appropriate tax authorities. If the valueof the Vested Shares

 

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significantly exceed thevalue of the Participant’s cash award, it may be necessary to surrender theminimum number of Shares to fully meet the Participant’s tax obligation.  In this case, the one (1)-year holding periodrequirement will not apply to Shares surrendered to satisfy taxes in excess ofthe value of the tandem cash award.  Thetandem cash award is provided upon acceleration or in four (4) years if cliffvesting occurs.]

 

(d)           UnvestedShare Reacquisition Right.  In theevent the Participant’s Service Provider relationship with the Company isterminated for any reason, with or without cause, the Company shall automaticallyreacquire Shares that are not then Vested Shares (the “Unvested Shares”) andthe Participant shall not be entitled to any payment therefor (the “UnvestedShare Reacquisition Right”).

 

(e)           Changein Control.  Subject to Section 14(c)of the Plan, in the event of a Change in Control (as defined in the Plan),Shares shall be assumed or an equivalent award substituted by the successorcorporation or a Parent or Subsidiary of the successor corporation, and theUnvested Share Reacquisition Right attached to such Shares shall continue infull force and effect.  In the event thatthe successor corporation refuses to assume or substitute for the Shares, theParticipant shall fully vest in such Shares, including Shares as to which he orshe would not otherwise be vested.

 

(f)            ParachutePayment.  In the event that theacceleration of the vesting of any Unvested Shares pursuant to Section 3(e)above will result in a “parachute payment” as defined in Section 280G of theCode, notwithstanding Section 3(e), the extent to which vesting will beaccelerated in connection with a Change in Control shall not exceed the amountof vesting which produces the greatest after-tax benefit to the Participant, asdetermined by the Company in a fair and equitable manner.

 

4.             Legends.  The Company may at any time place legendsreferencing the Unvested Share Reacquisition Right set forth in Section 3 aboveand any applicable federal and/or state securities law restrictions on allcertificates representing Shares subject to the provisions of this AwardAgreement.  The Participant shall, at therequest of the Company, promptly present to the Company any and allcertificates representing Shares acquired under this Award Agreement in thepossession of the participant in order to carry out the provisions of thisSection 4.  Unless otherwise specified bythe Company, legends placed on such certificates may include, but shall not belimited to, the following:

 

“THE SECURITIESREPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS SET FORTH IN THISAWARD AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER, OR SUCHHOLDER’S PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON FILE AT THE PRINCIPALOFFICE OF THE CORPORATION.”

 

5.             Escrow.

 

(a)           Establishmentof Escrow.  To insure that the Sharessubject to the Unvested Share Reacquisition Right will be available forreacquisition, the Company may require the Participant to deposit thecertificate or certificates evidencing the Unvested Shares with an escrow agentdesignated by the Company under the terms and conditions of an escrow agreementapproved by the Company.  If the Companydoes not require such deposit as a condition of the issuance of Shares to theParticipant, the Company reserves the right at any time to require theParticipant to so deposit the Unvested Share certificate or certificates inescrow.  The Company shall bear theexpenses of the escrow.

 

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(b)           Deliveryof Shares to Participant.  As soon aspracticable after the expiration of the Unvested Share Reacquisition Right, theescrow agent shall deliver to the Participant the Shares no longer subject tosuch restriction.

 

6.             Transfersin Violation of Award Agreement.  TheCompany shall not be required (a) to transfer on its books any Shares which aresold or transferred in violation of any of the provisions set forth in thisAward Agreement, or (b) to treat as the owner of the Shares or to accord theright to vote as such owner or to pay dividends to any transferee to whom the Sharesshall have been so transferred.

 

7.             Rightsas a Stockholder or Employee.  TheParticipant shall have no rights as a stockholder with respect to the Sharesuntil such time the Shares are issued to the Participant in the form of acertificate or certificates for the Shares. Except as provided in Section 14(a) of the Plan, no adjustment shall bemade for dividends or distributions or other rights for which the record dateis prior to the date such certificate or certificates are issued.  Nothing in the Plan or in this AwardAgreement shall confer upon the Participant any right to continue as a ServiceProvider or to interfere in any way with any right of the Company to terminatethe Participant’s Service Provider relationship at any time.

 

8.             FurtherInstruments.  The parties heretoagree to execute such further instruments and to take such further action asmay reasonably be necessary to carry out the intent of this Award Agreement.

 

9.             Notice.  Any notice required or permitted hereundershall be given in writing and shall be deemed effectively given upon personaldelivery or upon electronic delivery, or upon delivery by certified mail,addressed to the other party hereto at the address shown below such party’ssignature or at such other address as such party may designate by ten (10) daysadvance written notice to all other parties hereto.

 

10.           BindingEffect.  This Award Agreement shallinure to the benefit of the successors and assigns of the Company and, subjectto the restrictions on transfer herein set forth, be binding upon theParticipant and the Participant’s heirs, executors, administrators, successorsand assigns.

 

11.           Withholding.  At the time that this Award Agreement isexecuted, 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 acquisition of Sharespursuant to the Plan, including, without limitation, obligations arising upon(i) the transfer, in whole or in part, of any Shares, (ii) the lapse of anyrestriction with respect to any Shares acquired pursuant to the Plan, or (iii)the filing of an election to recognize a tax liability.  The Participant authorizes the Company towithhold from the Participant’s compensation such amounts as may be necessaryto satisfy the minimum applicable tax withholding obligations arising inconnection with the issuance of the Shares pursuant to the Plan.  The Company shall have no obligation to issuea certificate as to the Shares and/or to release the Shares from escrow untilapplicable withholding obligations have been satisfied.

 

12.           Tradefor Taxes (Swap).  Please circleelection below if you wish to trade Shares to satisfy the minimum required taxwithholding in excess of the tandem cash amount determined upon the date ofvesting outlined in Section 12 above. The remaining amount due after the trade, less than the value of oneShare, will be deducted from your cash compensation.  If you wish to change your election duringthe life of the Award Agreement, please contact stock administration a minimumof thirty (30) days prior to the applicable vesting date.

 

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| TRADE SHARES FOR TAXES DUE (please circle one): | YES | NO |
|-------------------------------------------------|-----|----|

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If you do not wish totrade Shares for taxes, select “no” above, you must provide payment to stockadministration within fifteen (15) days from date of vesting.  If payment is not provided within fifteen(15) days after applicable taxes are due, stock administration will have theauthority and discretion to (i) trade Shares to satisfy such applicable taxesor (ii) to withhold the entire tax obligation from your compensation.

 

13.           Broker.  Please select one of the followingbrokers.  Your Shares will be depositeddirectly into your brokerage account when vested and the applicable withholdingobligations have been satisfied.

 

#### SELECT BROKER (please circle):  E*Trade-Retail Account  / Smith Barney  /  BofA Securities

####  

14.           CertificateRegistration.  The certificate orcertificates for the Shares acquired pursuant to this Award Agreement shall beregistered in the name of the Participant.

 

15.           IntegratedAgreement.  This Award Agreement andthe Plan constitute the entire understanding and agreement of the Participantand the Company with respect to the subject matter contained herein, and thereare no agreements, understandings, restrictions, representations, or warrantiesamong the Participant and the Company other than those set forth or providedfor herein or therein.

 

16.           GoverningLaw.  This Award Agreement isgoverned by the internal substantive laws, but not the choice of law rules, ofCalifornia.

 

17.           DataPrivacy.  By entering into this AwardAgreement, and as a condition of the grant of the Shares, the Participantconsents to the collection, use and transfer of personal data as described inthis Section.  The Participantunderstands that the Company and its subsidiaries hold certain personalinformation about the Participant including, but not limited to, theParticipant’s name, home address and telephone number, date of birth, socialsecurity number or equivalent tax identification number, salary, nationality,job title, any shares of stock or directorships held in the Company, details ofall Shares or other entitlements to Shares awarded, cancelled, exercised,vested, unvested or outstanding in the Participant’s favour, for the purpose ofmanaging and administering the Plan (“Data”). The Participant further understands that the Company and/or itssubsidiaries will transfer Data amongst themselves as necessary for thepurposes of implementation, administration, and management of the Participant’sparticipation in the Plan, and that the Company and/or its subsidiaries mayeach further transfer Data to any third parties assisting the Company in theimplementation, administration and management of the Plan (“Data Recipients”).  The Participant understands that these DataRecipients may be located in the Participant’s country of residence, theEuropean Economic Area, or elsewhere, such as the United States.  The Participant authorizes the DataRecipients to receive, possess, use, retain and transfer Data in electronic orother form, for the purposes of implementing, administering and managing theParticipant’s participation in the Plan, including any transfer of such Data,as may be required for the administration of the Plan and/or the subsequentholding of Shares on the Participant’s behalf, to a broker or third party withwhom the Shares acquired upon vest may be deposited.  The Participant understands that he or shemay, at any time, review the Data, require any necessary amendments to it orwithdraw the consent herein in writing by contacting the Company.  The Participant further understands thatwithdrawing consent may affect the Participant’s ability to participate in thePlan.

 

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IN WITNESS WHEREOF, theparties hereto have executed this Award Agreement as of the day and year firstabove written.

 

 
| **COMPANY: 3COM  CORPORATION** |                               | **PARTICIPANT:** |
|--------------------------------|------------------------------------|------------------|
|                           |                               |             |
| **By:**                        | ** **                         | ** **       | ** ** | ** ** |
| ** **                     | ** **                         | ** **       |
| **Title:**                     | ** **                         | ** **       | ** ** | ** ** |
| ** **                     | ** **                         | ** **       |
| **Address:**                   | **Restricted Stock Administrator** | ** **       | **Address:** | ** ** |
|                           | **3Com Corporation**               |             |   |   |
| ** **                     | **5403 Betsy Ross Drive, MS 1215** |             |   |   |
|                           | **Santa Clara, CA 95054**          |             |   |
|                                |                                    |                  |  |  |  |  |

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