**Exhibit 10.1****AMENDED AND RESTATED****3COM CORPORATION****1984 EMPLOYEE STOCK PURCHASE PLAN****Amended & Restated September 26, 2007**     1. Purpose. The 3Com Corporation 1984 Employee Stock Purchase Plan (the “Prior Plan”)was established to provide eligible employees of 3Com Corporation (“3Com”) and any current orfuture subsidiary corporation(s) of 3Com (collectively referred to as the “Company”) with anopportunity, through payroll deductions, to acquire common stock of 3Com. The Prior Plan has beenamended from time to time. On September 26, 2007, the Board of Directors of 3Com (the “Board”)amended and restated the Prior Plan as amended in order to make various changes to the Prior Planconsidered beneficial for continuing to carry out the purposes of such plan, all in the form setforth herein (the “Plan”). For purposes of the Plan, a parent corporation and a subsidiarycorporation shall be as defined in Sections 424(e) and 424(f) of the Internal Revenue Code of 1986,as amended (the “Code”). The Company intends that the Plan shall qualify as an “employee stockpurchase plan” under Section 423 of the Code (including any future amendments or replacements ofsuch section), and the Plan shall be so construed. The provisions of the Plan, accordingly, shallbe construed so as to extend and limit Plan participation in an uniform and nondiscriminatory basisconsistent with the requirements of Section 423 of the Code.     Any term not expressly defined in the Plan but defined for purposes of Section 423 of the Codeshall have the same definition herein. Because an eligible employee who participates in the Plan(a “Participant”) may withdraw the Participant’s accumulated payroll deductions and terminateparticipation in the Plan or any Offering Period (as defined below) therein during an OfferingPeriod (as defined below), the Participant is, in effect, given an option which may or may not beexercised during any Offering Period.     2. Share Reserve. Subject to adjustment upon changes of capitalization of theCompany, as provided in Section 13 hereof, the maximum number of shares that may be issued underthe Plan shall be 46,687,441 shares of 3Com’s authorized but unissued common stock (the “Shares”).In the event that any option granted under the Plan (an “Option”) for any reason expires or isterminated, the Shares allocable to the unexercised portion of such Option may again be subjectedto an Option.     3. Administration. The Plan shall be administered by the Board and/or by a dulyappointed committee of the Board having such powers as shall be specified by the Board, whichcommittee shall be constituted to comply with requirements relating to the administration ofequity-based awards under U.S. state corporate laws, U.S. federal and state securities laws, theCode, any stock exchange or quotation system on which the Shares are listed or quoted and theapplicable laws of any foreign country or jurisdiction where awards are, or shall be, granted underthe Plan. Any subsequent references to the Board shall also mean the committee if it has beenappointed. All questions of interpretation of the Plan or of any Options shall be determined bythe Board and shall be final and binding upon all persons having an interest in the Plan and/or anyOption. Subject to the provisions of the Plan, the Board shall determine all of the relevant termsand conditions of Options granted pursuant to the Plan; provided, however, that all Participantsgranted Options pursuant to the Plan shall have the same rights and privileges within the meaningof Section 423(b)(5) of the Code. Notwithstanding any provision to the contrary in this Plan, theBoard may adopt rules or procedures relating to the operation and administration of the Plan toaccommodate the specific requirements of local laws and procedures for jurisdictions outside of theUnited States. Without limiting the generality of the foregoing, the Board is specificallyauthorized to adopt rules and procedures regarding eligibility to participate, the definition ofCompensation, handling of payroll deductions, making of contributions to the
 

 
Plan (including, without limitation, in forms other than payroll deductions), establishment ofbank or trust accounts to hold payroll deductions, payment of interest, conversion of localcurrency, obligations to pay payroll tax, determination of beneficiary designation requirements,withholding procedures and handling of stock certificates which vary with local requirements. Allexpenses incurred in connection with the administration of the Plan shall be paid by the Company.     4. Eligibility. Any regular employee of the Company is eligible to participate in thePlan and any Offering Period (as hereinafter defined) under the Plan, subject to the requirementsof Section 6, except the following:          (a) employees who are customarily employed by the Company for less than twenty (20) hours aweek; and          (b) employees who own or hold options to purchase or who, as a result of participation in thePlan, would own or hold options to purchase stock of the Company possessing five percent (5%) ormore of the total combined voting power or value of all classes of stock of the Company within themeaning of Section 423(b)(3) of the Code.     5. Offering Periods.          (a) Offering Periods Beginning On or After October 1, 2003. Effective October 1,2003, the Plan shall be implemented by offerings of six (6) months duration (an “Offering Period”).An Offering Period shall commence on April 1 and October 1 of each year and end on September 30and March 31, respectively, occurring thereafter. Notwithstanding the foregoing, the Board mayestablish a different term (including a term of up to 24 months with interim six (6) month purchaseperiods) for one or more of the Offering Periods and/or different commencing and/or ending datesfor such Offering Periods. An employee who becomes eligible to participate in the Plan after thecommencement date of an Offering Period may not participate in such Offering Period, but mayparticipate in any subsequent Offering Period, provided such employee is still eligible toparticipate in the Plan as of the commencement of any such subsequent Offering Period. The firstday of an Offering Period shall be the “Offering Date” for such Offering Period. In the event thefirst day of an Offering Period is not a business day, the next business day shall be the first dayof the Offering Period. In the event the last day of an Offering Period is not a business day, themost recently concluded business day shall be the last day of the Offering Period.          (b) Governmental Approval; Shareholder Approval. Notwithstanding any other provisionof the Plan to the contrary, any Option granted pursuant to the Plan shall be subject to(i) obtaining all necessary governmental approvals and/or qualifications of the sale and/orissuance of the Options and/or the Shares, and (ii) in the case of Options with an Offering Dateafter an amendment to the Plan, obtaining any necessary approval of the shareholders of the Companyrequired in Section 19.     6. Participation in the Plan.          (a) Initial Participation. An eligible employee may elect to become a Participanteffective as of the first Offering Date after satisfying the eligibility requirements set forth inSection 4 above by (i) delivering a subscription agreement authorizing payroll deductions (a“Subscription Agreement”) to the Company’s Stock Administration office during the Company’s openenrollment period prior to each Offering Date, or such other period as the Company may determine inits sole discretion, prior to such Offering Date, or (ii) following an electronic or otherenrollment procedure prescribed by the Board. Such election to participate shall state theeligible employee’s election to participate in the Plan and the rate at which payroll deductionsshall be accumulated. An eligible employee who does not deliver a Subscription Agreement to theCompany’s Stock Administration office during the Company’s open enrollment period prior to thefirst
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Offering Date after becoming eligible to participate in the Plan, or does not enroll using anelectronic or other enrollment procedure prescribed by the Board, shall not participate in the Planfor that Offering Period or for any subsequent Offering Period, unless such employee subsequentlyenrolls in the Plan by filing a Subscription Agreement with the Company or enrolling using anelectronic or other enrollment procedure prescribed by the Board in accordance with this Section6(a).          (b) Automatic Participation in Subsequent Offering Periods. A Participant shallautomatically participate in each subsequent Offering Period until such time as such Participantceases to be eligible as provided in Section 4, the Participant withdraws from the Plan pursuant toSection 10 below, or the Participant terminates employment as provided in Section 11 below. AParticipant is not required to file an additional Subscription Agreement for such Offering Periodsin order to automatically participate therein.     7. Purchase Price and Purchase Date. The purchase price at which Shares may beacquired in any Offering Period under the Plan shall be eighty-five percent (85%) of the lesser of(a) the fair market value of the Shares on the Offering Date of such Offering Period or (b) thefair market value of the Shares on the Purchase Date of such Offering Period. For purposes of thePlan, the fair market value of the Shares shall be the closing sales price for such stock (or theclosing bid, if no sales were reported) as quoted on the principal exchange or system on which theCompany’s common stock is publicly traded on the date of determination, as reported in The WallStreet Journal or such other source as the Company deems reliable. In the event the first day ofan Offering Period is not a business day, the next business day shall be the first day of theOffering Period. In the event the last day of an Offering Period is not a business day, the mostrecently concluded business day shall be the last day of the Offering Period.     8. Payment of Purchase Price; Payroll Deductions.          (a) Accumulation of Payroll Deductions. The purchase price of Shares to be acquiredin an Offering Period shall be accumulated only by payroll deductions over the Offering Period.Payroll deductions from a Participant’s Compensation on each payday during the Offering Period(i) shall not exceed ten percent (10%) of such Participant’s base pay per month, reduced by anypayroll deductions from such Participant’s compensation to purchase stock under any other plan ofthe Company intended to qualify as an “employee stock purchase plan” under Section 423 of the Code,and (ii) shall not be less than one percent (1%) of the Participant’s Compensation per month.Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Codeand Section 9(c), a Participant’s payroll deductions may be decreased to zero percent (0%) at anytime during an Offering Period. Subject to Section 423(b)(8) of the Code and Section 9(c) hereof,payroll deductions shall recommence at the rate originally elected by the Participant effective asof the beginning of the first Offering Period which is scheduled to end in the following calendaryear, unless terminated by the Participant as provided in Section 10.     For purposes hereof, a Participant’s “Compensation” from the Company is an aggregate thatshall include base wages or salary, commissions, overtime, discretionary bonuses, semi-annualbonuses, other incentive payments, shift premiums, stand-by payments and call-out payments paid incash during such Offering Period before deduction for any contributions to any plan maintained bythe Company and described in section 401(k) or section 125 of the Code. Compensation shall notinclude reimbursement of expenses, allowances, long-term disability, workers’ compensation or anyamount deemed received without the actual transfer of cash or any amounts directly or indirectlypaid pursuant to the Plan or any other stock purchase or stock option plan, or any othercompensation not included in the preceding sentence. Payroll deductions shall commence on thefirst payday following the first day of a Offering Period or as soon as administratively feasiblethereafter and shall continue to the end of such Offering Period unless sooner altered orterminated as provided in the Plan.
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          (b) Election to Change Payroll Deduction Rate. A Participant may decrease (but notincrease) the rate of payroll deductions with respect to an Offering Period only on or before andeffective as of the date three (3) months after the beginning of such Offering Period by filing anamended Subscription Agreement with the Company or following an electronic or other procedureprescribed by the Board. A Participant may increase or decrease the rate of payroll deductions forany subsequent Offering Period by filing a new Subscription Agreement with the Company during suchperiod as the Company may determine in its sole discretion, prior to the beginning of suchsubsequent Offering Period, or following an electronic or other enrollment procedure prescribed bythe Board. The Board may, in its sole discretion, change the nature and/or number of payrolldeduction rate changes that may be made by Participants during any Offering Period. Any change inpayroll deduction rate made pursuant to this Section 8(b) shall be effective as of the first fullpayroll period following five (5) business days after the date on which the change is made by theParticipant (unless the Board, in its sole discretion, elects to process a given change in payrolldeduction rate more quickly).          (c) Participant Accounts. Individual accounts shall be maintained for eachParticipant. All payroll deductions from a Participant’s compensation shall be credited to theParticipant’s account under the Plan and shall be deposited with the general funds of the Company.No interest shall accrue on such payroll deductions. All payroll deductions received or held bythe Company may be used by the Company for any corporate purpose.     9. Purchase of Shares.          (a) Purchase. On the Purchase Date of each Offering Period, each remainingParticipant shall automatically purchase, subject to the limitations set forth in Sections 9(b) and9(c) below, that number of whole Shares arrived at by dividing the total amount theretoforecredited to the Participant’s account pursuant to Section 8(c) by the purchase price establishedfor such Offering Period pursuant to Section 7. Any cash balance remaining in the Participant’sPlan account shall be refunded to the Participant as soon as practicable after the Purchase Date.In the event the cash to be returned to a Participant pursuant to the preceding sentence is anamount less than the amount necessary to purchase a whole Share, such amount shall continue to becredited to the Participant’s Plan account and shall be applied toward the purchase of Shares inthe immediately subsequent Offering Period. No Shares shall be purchased in a given OfferingPeriod on behalf of a Participant whose participation in the Plan has terminated prior to thePurchase Date for such Offering Period.          (b) Share Limitation. Subject to the adjustments set forth in Section 13 below, noParticipant shall be entitled to purchase more than 4,000 Shares in a single Offering Period.          (c) Fair Market Value Limitation. Notwithstanding any other provision of the Plan, noParticipant shall be entitled to purchase Shares under the Plan (or any other employee stockpurchase plan which is intended to meet the requirements of Section 423 of the Code sponsored by3Com or a parent corporation or subsidiary corporation of 3Com) at a rate which exceeds $25,000 infair market value (or such other limit as may be imposed by Section 423 of the Code) for eachcalendar year in which the Participant participates in the Plan or any other employee stockpurchase plan described in this sentence, as determined in accordance with Section 423(b)(8) of theCode.          (d) Pro Rata Allocation. In the event the number of Shares which might be purchasedby all Participants in the Plan exceeds the number of Shares available in the Plan, the Companyshall make a pro rata allocation of the remaining Shares in as uniform a manner as shall bepracticable and as the Company shall determine to be equitable.
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          (e) Rights as a Shareholder and Employee. A Participant shall have no rights as ashareholder by virtue of the Participant’s participation in the Plan until the date of issuance ofa stock certificate(s) for the Shares being purchased pursuant to the exercise of the Participant’sOption. No adjustment shall be made for dividends or distributions or other rights for which therecord date is prior to the date such stock certificate(s) are issued. Nothing herein shall conferupon a Participant any right to continue in the employ of the Company or interfere in any way withany right of the Company to terminate the Participant’s employment at any time.          (f) Registration of Shares. Shares to be delivered to a Participant under the Planshall be registered in the name of the Participant or in the name of Participant and his or herspouse.          (g) Permitted Adjustments. The Company may, from time to time, establish or change(i) limitations on the frequency and/or number of changes in the amount withheld during an OfferingPeriod, (ii) an exchange ratio applicable to amounts withheld in a currency other than U.S.dollars, (iii) procedures for permitting unequal percentages of payroll withholding from aParticipant’s compensation in order to accommodate the Company’s established payroll procedures ormistakes or delays in following those procedures when processing Participants’ withholdingelections, and (iv) such other limitations or procedures as deemed advisable by the Company in theCompany’s sole discretion which are consistent with the Plan and Section 423 of the Code.          (h) Delivery. As soon as reasonably practicable after each Exercise Date on which apurchase of Shares occurs, the Company shall arrange the delivery to each Participant the Sharespurchased upon exercise of his or her option in a form determined by the Board (in its solediscretion) and pursuant to rules established by the Board. The Company may permit or require thatshares be deposited directly with a broker designated by the Company or to a designated agent ofthe Company, and the Company may utilize electronic or automated methods of share transfer. TheCompany may require that shares be retained with such broker or agent for a designated period oftime and/or may establish other procedures to permit tracking of disqualifying dispositions of suchshares. No Participant shall have any voting, dividend, or other stockholder rights with respectto Shares subject to any Option granted under the Plan until such Shares have been purchased anddelivered to the Participant as provided in this Section 9.     10. Withdrawal.          (a) Withdrawal From the Plan. A Participant may withdraw from the Plan by (i)submitting to the Company’s Stock Administration office a notice of withdrawal on a form providedby the Company for such purpose, or (ii) following an electronic or other withdrawal procedureprescribed by the Board. Such withdrawal may be submitted no later than five (5) business daysprior to the end of an Offering Period to be effective for that Offering Period. A Participant isprohibited from again participating in an Offering Period upon withdrawal from the Plan during suchOffering Period. A Participant who elects to withdraw from the Plan may again participate in thePlan by filing a new Subscription Agreement or following an electronic or other procedure in thesame manner as set forth in Section 6(a) above for initial participation in the Plan. The Companymay impose, from time to time, a requirement that the notice of withdrawal be on file with theCompany for a reasonable period of time prior to the effectiveness of the Participant’s withdrawalfrom the Plan.          (b) Return of Payroll Deductions. Upon withdrawal from the Plan, the accumulatedpayroll deductions credited to a withdrawing Participant’s account shall be returned to theParticipant and the Participant’s interest in the Plan shall terminate. No interest shall accrueon the payroll deductions of a Participant.
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     11. Termination of Employment. Termination of a Participant’s employment with theCompany for any reason, including retirement or death, or the failure of a Participant to remain aneligible employee, shall terminate the Participant’s participation in the Plan immediately. Uponsuch termination, the payroll deductions credited to the Participant’s account shall be returned tothe Participant (or in the case of the Participant’s death, to the Participant’s legalrepresentative) and all of the Participant’s rights under the Plan shall terminate. A Participantwhose participation has been so terminated may again become eligible to participate in the Plan byagain satisfying the requirements of Sections 4 and 6.     12. Repayment of Payroll Deductions Without Interest. In the event a Participant’sinterest in the Plan is terminated, the Company shall deliver to the Participant (or in the case ofthe Participant’s death or incapacity, to the Participant’s legal representative) the payrolldeductions credited to the Participant’s account. No interest shall accrue on the payrolldeductions of a Participant.     13. Capital Changes. In the event of changes in the common stock of the Company dueto a stock split, reverse stock split, stock dividend, combination, reclassification or like changein the Company’s capitalization, or in the event of any merger, sale or reorganization, appropriateadjustments shall be made by the Company in (a) the number and class of Shares of stock subject tothe Plan and to any outstanding Option, (b) the purchase price per Share of any outstanding Optionand (c) the Share limitation set forth in Section 9(b) above.     14. Designation of Beneficiary          (a) A Participant may file a designation of a beneficiary who is to receive any Shares andcash, if any, from the Participant’s account under the Plan in the event of such Participant’sdeath subsequent to an Exercise Date on which the option is exercised but prior to delivery to suchParticipant of such Shares and cash. In addition, a Participant may file a designation of abeneficiary who is to receive any cash from the Participant’s account under the Plan in the eventof such Participant’s death prior to exercise of the option. If a Participant is married and thedesignated beneficiary is not the spouse, spousal consent shall be required for such designation tobe effective.          (b) Such designation of beneficiary may be changed by the Participant at any time by notice ina form determined by the Board. In the event of the death of a Participant and in the absence of abeneficiary validly designated under the Plan who is living at the time of such Participant’sdeath, the Company shall deliver such Shares and/or cash to the executor or administrator of theestate of the Participant, or if no such executor or administrator has been appointed (to theknowledge of the Company), the Company, in its discretion, may deliver such shares and/or cash tothe spouse or to any one or more dependents or relatives of the Participant, or if no spouse,dependent or relative is known to the Company, then to such other person as the Company maydesignate.          (c) All beneficiary designations shall be in such form and manner as the Board may designatefrom time to time.     15. Nonassignability. Only the Participant may elect to exercise the Participant’sOption during the Participant’s lifetime, and no rights or accumulated payroll deductions of anyParticipant under the Plan may be pledged, assigned or transferred for any reason, except by willor the laws of descent and distribution, and any such attempt may be treated by the Company as anelection by the Participant to withdraw from the Plan.     16. Use of Funds. The Company may use all payroll deductions received or held by itunder the Plan for any corporate purpose, and the Company shall not be obligated to segregate suchpayroll deductions.
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Until Shares are issued, Participants shall only have the rights of an unsecured creditor withrespect to such Shares.     17. Reports. Each Participant shall receive after the last day of each OfferingPeriod a report of the Participant’s account setting forth the total payroll deductionsaccumulated, the number of Shares purchased and the remaining cash balance to be carried overand/or refunded pursuant to Section 9(a) above, if any.     18. Plan Term. This Plan shall continue until terminated by the Board or until all ofthe Shares reserved for issuance under the Plan have been issued.     19. Amendment or Termination of the Plan. The Board may at any time amend orterminate the Plan, except that such termination cannot adversely affect Options previously grantedunder the Plan except as otherwise permitted by the Plan, nor may any amendment make any change inan Option previously granted under the Plan which would adversely affect the right of anyParticipant except as otherwise permitted by the Plan, nor may any amendment be made withoutapproval of the shareholders of the Company within twelve (12) months of the adoption of suchamendment if such amendment would authorize the sale of more shares than are authorized forissuance under the Plan or would change the designation of corporations whose employees may beoffered Options under the Plan. Without stockholder consent and without limiting this Section 19,the Board shall be entitled to change the Offering Periods, limit the frequency and/or number ofchanges in the amount withheld during an Offering Period, establish the exchange ratio applicableto amounts withheld in a currency other than U.S. dollars, permit payroll withholding in excess ofthe amount designated by a Participant in order to adjust for delays or mistakes in the Company’sprocessing of properly completed withholding elections, establish reasonable waiting and adjustmentperiods and/or accounting and crediting procedures to ensure that amounts applied toward thepurchase of Shares for each Participant properly correspond with amounts withheld from theParticipant’s Compensation, and establish such other limitations or procedures as the Boarddetermines in its sole discretion advisable which are consistent with the Plan.     20. Clawback. The Board may, in its discretion and, to the extent necessary ordesirable, modify or amend the Plan to reduce or eliminate an unfavorable accounting consequenceincluding, but not limited to: (i) altering the purchase price for an Offering Period including anOffering Period underway at the time of the change in purchase price; (ii) shortening any OfferingPeriod so that Offering Period ends on a new Exercise Date, including an Offering Period underwayat the time of the Board action; and (iii) allocating shares. Such modifications or amendmentsshall not require stockholder approval or the consent of any Plan participants.     21. Data Privacy. By participating in the Plan, the Participant consents to thecollection, use and transfer of personal data as described in this Section. The Participantunderstands that the Company and its subsidiaries hold certain personal information about theParticipant including, but not limited to, the Participant’s name, home address and telephonenumber, date of birth, social security number or equivalent tax identification number, salary,nationality, job title, any shares of stock or directorships held in the Company, contributionamounts, contribution percentages, selected brokerage firm, and dispositions of shares purchasedthrough the ESPP program, for the purpose of managing and administering the Plan (“Data”). TheParticipant further understands that the Company and/or its subsidiaries will transfer Data amongstthemselves as necessary for the purposes of implementation, administration, and management of theParticipant’s participation in the Plan, and that the Company and/or its subsidiaries may eachfurther transfer Data to any third parties assisting the Company in the implementation,administration and management of the Plan (“Data Recipients”). The Participant understands thatthese Data Recipients may be located in the Participant’s country of residence, the EuropeanEconomic Area, or elsewhere, such as the United States. The Participant authorizes the DataRecipients to receive, possess, use, retain and transfer Data in electronic or other form, for thepurposes of implementing, administering and managing the Participant’s participation in
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the Plan, including any transfer of such Data, as may be required for the administration ofthe Plan and/or the subsequent holding of shares of stock on the Participant’s behalf, to a brokeror third party with whom the shares acquired on purchase may be deposited. The Participantunderstands that he or she may, at any time, review the Data, require any necessary amendments toit or withdraw the consent herein in writing by contacting the Company. The Participant furtherunderstands that withdrawing consent may affect the Participant’s ability to participate in thePlan.     22. Merger or Change in Control. In the event of a merger or a Change in Control (asdefined below) which occurs during any Purchase Period which begins after the date the Boardapproved this amended and restated Plan, each outstanding Option shall be assumed or an equivalentoption substituted by the successor corporation or a parent or subsidiary of the successorcorporation. In the event that the successor corporation refuses to assume or substitute for theOption, the Offering Period then in progress shall be shortened by setting a new Purchase Date andshall end on the new Purchase Date. The new Purchase Date shall be before the date of theCompany’s proposed merger or Change in Control. The Company shall notify each Participant inwriting, at least ten (10) days prior to the new Purchase Date, that the Purchase Date for theParticipant’s Option has been changed and that the Participant’s Option shall be exercisedautomatically on the new Purchase Date, unless prior to such date the Participant has withdrawnfrom the Offering Period as provided by the Plan. For the purposes of this Section 22, the term“Change in Control” shall mean the occurrence of any of the following events:               (i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly orindirectly, 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               (ii) The consummation of the sale or disposition by the Company of all or substantially all ofthe Company’s assets; or               (iii) A change in the composition of the Board occurring within a two-year period, as a resultof which fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors”means directors who either (A) are Directors as of the effective date of this Amended and RestatedPlan, or (B) are elected, or nominated for election, to the Board with the affirmative votes of atleast a majority of the Directors at the time of such election or nomination (but will not includean individual whose election or nomination is in connection with an actual or threatened proxycontest relating to the election of directors to the Company); or               (iv) The consummation of a merger or consolidation of the Company with any other corporation,other than a merger or consolidation which would result in the voting securities of the Companyoutstanding immediately prior thereto continuing to represent (either by remaining outstanding orby being converted into voting securities of the surviving entity or its parent) at least fiftypercent (50%) of the total voting power represented by the voting securities of the Company or suchsurviving entity or its parent outstanding immediately after such merger or consolidation.     23. Notices. All notices or other communications by a Participant to the Companyunder or in connection with the Plan shall be deemed to have been duly given when received in theform and manner specified by the Company at the location, or by the person, designated by theCompany for the receipt thereof.
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