**Exhibit10.5**

 

**3COMCORPORATION**

 

**MANAGEMENTRETENTION AGREEMENT**

 

This Management Retention Agreement (the “Agreement”) is made andentered into by and between Anik Bose (the “Employee”) and 3Com Corporation(the “Company”).

 

R E C I T A LS

 

A.                                   Itis expected that the Company from time to time will consider the possibility ofan acquisition by another company or other change of control.  The Board of Directors of the Company (the“Board”) recognizes that such consideration can be a distraction to the Employeeand 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 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 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 within 3 months prior to orwithin 12 months following a Change of Control which provides the Employee withenhanced financial security and provides incentive and encouragement to theEmployee to remain with the Company notwithstanding the possibility of a Changeof Control.

 

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

 

The parties hereto agree as follows:

 

# 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’s established employee plansor pursuant to other written agreements with the Company.

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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 ofControl.  If, within three (3)months prior to or within twelve (12) months following a Change of Control,Employee’s employment is terminated (i) involuntarily by the Company other thanfor Cause, death or Disability or (ii) by the Employee pursuant to a VoluntaryTermination for Good Reason, then, subject to Employee entering into a standardform of mutual release of claims with the Company in substantially the formattached hereto as Exhibit A, the Company shall provide Employee with thefollowing benefits upon such termination:

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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, such dependents shall also be covered at Companyexpense.  Company-Paid Coverage shallcontinue until the 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 herdependents shall be the date upon which the Company-Paid Coverage commences,and each month of Company-Paid Coverage provided hereunder shall offset a monthof 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 occurs, pro-rated by multiplyingsuch bonus amount by a fraction, the numerator of which shall be the number ofdays prior to occurrence of the Change of Control during such fiscal year, andthe denominator of which shall be three-hundred and 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;provided, however, that if this is due to a termination occurring within threemonths prior to a Change of Control, such acceleration shall become effectiveupon the date of the Change of Control.

 

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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)         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 parachute payments,as determined in accordance with Section 280G of the Code and the proposedTreasury Regulations thereunder (or the final Treasury Regulations, if theyhave then been adopted) is less than the product obtained by multiplying 3.59by Employee’s “base amount” within the meaning of  Code Section 280G(b)(3), then such benefits shall be reducedto the extent necessary (but only to that extent) so that no portion of suchbenefits will be subject to excise tax under Section 4999 of the Code.

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## (b)         Parachute Payments Equal to or Greater than3.59 x Base Amount.  In the eventthat 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 tax imposedby Section 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 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 payment fromthe

 

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## Company sufficient to pay such excise tax, plus (ii) an additionalpayment from the Company sufficient to pay the excise tax and federal and stateincome and employment taxes arising from the payments made by the Company toEmployee pursuant to this sentence.

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## (c)          280G Determinations.       Unless the Company and the Employee otherwiseagree in writing, the determination of Employee’s excise tax liability and theamount required to be paid or reduced under this Section 4 shall be madein writing by the Company’s independent auditors who are primarily used by theCompany immediately prior to the Change of Control (the “Accountants”).  For purposes of making the calculationsrequired by this Section 4, the Accountants may make reasonableassumptions and approximations concerning applicable taxes and may rely onreasonable, good faith interpretations concerning the application of Sections280G and 4999 of the Code.  The Companyand the Employee shall furnish to the Accountants such information anddocuments as the Accountants may reasonably request in order to make adetermination under this Section.  TheCompany shall bear all costs the Accountants may reasonably incur in connectionwith any calculations contemplated by 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 annual bonus, assuming 100%“on target” satisfaction of any objective or subjective performance 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) Employee being convicted of a felony, (iii) a willful act by theEmployee which constitutes gross misconduct and which is injurious to theCompany, (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)                                     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.

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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 Vice President, Corporate Business Development remains as suchfollowing a Change of Control) 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 the Employee immediatelyprior to such reduction, other than a reduction generally applicable to allsenior management of the Company; (iii) a reduction by the Company in thebase salary of the Employee as in effect immediately prior to such reduction;(iv) a material reduction by the Company in the aggregate level ofemployee benefits, including bonuses, to which the Employee was entitledimmediately prior to such reduction with the result that the Employee’saggregate benefits package

 

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## is materially reduced (other than a reduction that generally applies toCompany employees); (v) the relocation of the Employee to a facility or alocation more than thirty-five (35) miles from the Employee’s then presentlocation, without the Employee’s express written consent; or (vi) any actor set of facts or circumstances which would, under California case law orstatute constitute 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 toperform the obligations under this Agreement in the same manner and to the sameextent as the Company would be required to perform such obligations in theabsence of a succession.  For allpurposes under this Agreement, the term “Company” shall include any successorto the Company’s business and/or assets which executes and delivers theassumption agreement described in this Section 7(a) or which becomes boundby the terms of this Agreement 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 other conditionor 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 the parties hasexecuted this Agreement, in the case of the Company by its duly authorizedofficers.

 

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

 

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**EXHIBITA**

 

**MUTUALRELEASE OF CLAIMS**

 

This Mutual Release of Claims (“Release”) ismade by and between 3Com Corporation, Inc. (the “Company”) and                                              (“Employee”).

 

**RECITALS**

 

WHEREAS, the Company and Employee (collectively referred to as “theParties”) have agreed that Employee is to receive certain severance benefitspursuant to the agreement to which this Release is attached as Exhibit A(the “Management Retention Agreement”);

 

NOW THEREFORE, in connection with the promises made herein and in theManagement Retention Agreement, the Company and Employee hereby agree asfollows:

 

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 and includingthe Effective Date of this Release including, without limitation,

 

(a)          any and all claims relating to or arisingfrom Employee’s relationship with the Company or any subsidiary of the Companyand the termination of that relationship;

 

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(b)         any and all claims relating to, or arisingfrom, Employee’s right to purchase, or actual purchase of shares of stock ofthe Company or any subsidiary of the Company, including, without limitation,any claims for fraud, misrepresentation, breach of fiduciary duty, breach ofduty under applicable state corporate law, and securities fraud under any stateor federal law;

 

(c)          any and all claims for wrongful discharge ofemployment; termination in violation of public policy; discrimination; breachof contract, both express and implied; breach of a covenant of good faith andfair dealing, both express and implied; promissory estoppel; negligent orintentional infliction of emotional distress; negligent or intentionalmisrepresentation; negligent or intentional interference with contract orprospective economic advantage; unfair business practices; defamation; libel;slander; negligence; personal injury; invasion of privacy; false imprisonment;and conversion;

 

## (d)         any and all claims for violation of anyfederal, 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 withDisabilities Act of 1990, the Fair Labor Standards Act, the Employee RetirementIncome Security Act of 1974, The Worker Adjustment and Retraining NotificationAct, Older Workers Benefit Protection Act; the California Fair Employment andHousing Act, and the California Labor Code and all amendments to each such Actas well as the regulations issued thereunder;

 

## (e)          any and all claims for violation of thefederal, or any state, constitution;

 

## (f)            any and all claims arising out of any otherlaws and regulations relating to employment or employment discrimination; and

 

## (g)         any and all claims for attorneys’ fees andcosts.

 

Notwithstanding anything to the contrary in this Section 3,nothing in this Release is intended to relieve the Company of its obligationsunder California Labor Code section 2802 or any other federal or state statuteor common law principle of similar effect, and the release set forth under thisSection 3 does not  extend to anyobligations incurred under such statutes or principles or this Release.  Employee and the Company agree that therelease set forth in this Section 3 shall otherwise be and remain ineffect in all respects as a complete general release as to the mattersreleased.

 

## 4.               Acknowledgment of Waiver of Claimsunder ADEA.  Employee acknowledgesthat he is waiving and releasing any rights he may have under the AgeDiscrimination in Employment Act of 1967 (“ADEA”) and that this waiver andrelease is knowing and voluntary. Employee and the Company agree that this waiver and release does notapply to any rights or claims that may arise under the ADEA after the EffectiveDate of this Release.  Employeeacknowledges that the consideration given for this waiver and Release is inaddition to anything of value to which Employee was already entitled.  Employee further acknowledges that he hasbeen advised by this writing that (a) he should consult with an attorney priorto executing this Release; (b) he has at least twenty-one (21) days withinwhich to consider this Release; (c) he has seven (7) days following theexecution of this Release by the Parties to revoke the Release; and (d) thisRelease shall not be effective until the revocation period has expired.  Any revocation should be in writing anddelivered

 

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## to a member of the Board of Directors by closeof business on the seventh day from the date that 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,they do 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 or warrantieswith respect to the tax consequences of the payment of any sums to Employeeunder the terms of the Management Retention Agreement and this Release.  Employee agrees and understands that he isresponsible for payment, if any, of local, state and/or federal taxes on thesums paid thereunder by the Company and any penalties or assessments 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 conditions of this Release.  Each Party warrants and represents thatthere are no liens or claims of lien or assignments in law or equity orotherwise of or against any of the claims or causes of action released 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 hereof becomes or is declared bya court of competent jurisdiction to be illegal, unenforceable or void, thisRelease shall continue in full force and effect without 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 theCompany.

 

## 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 in counterparts, and eachcounterpart shall have the same force and effect as an original and shallconstitute an effective, binding agreement on the part of each of theundersigned.

 

## 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 this Release;

 

## (b)         They have been represented in the preparation,negotiation, and execution of this Release by legal counsel of their own choiceor that they have voluntarily declined to seek such counsel;

 

## (c)          They understand the terms and consequences ofthis Release and of the releases it contains;

 

## (d)         They are fully aware of the legal and bindingeffect of this Release.

 

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## IN WITNESS WHEREOF, the Parties have executedthis Release on the respective dates set forth below.

 

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

 

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