**Exhibit10.25**

 

**3COM CORPORATION**

** **

**MANAGEMENT RETENTIONAGREEMENT**

** **

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

** **

This Management Retention Agreement (the “Agreement”) is made andentered into by and between Bruce Claflin (the “Employee”) and 3Com Corporation(the “Company”), amended and restated effective as of December 16, 2002.

 

R E C I T A L S

 

A.                                   Itis expected that the Company from time to time will consider the possibility ofan acquisition by another company or other change of control, including pursuantto a reorganization of the Company resulting in the remaining Company beingmaterially diminished in size.  TheBoard of Directors of the Company (the “Board”) recognizes that suchconsideration can be a distraction to the Employee and can cause the Employeeto consider alternative employment opportunities.  The Board has determined that it is in the best interests of theCompany and its stockholders to assure that the Company will have the continueddedication and objectivity of the Employee, notwith­standing the possibility,threat or occurrence of a Change of Control (as defined below) of the Company.

 

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

 

C.                                     TheBoard believes that it is imperative to provide the Employee with benefits upona Change of Control which provides the Employee with enhanced financialsecurity and provides incentive and encouragement to the Employee to remainwith the Company notwithstanding the possibility of a Change of Control.

 

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

 

E.                                      Employeeand the Company are parties to an Employment Agreement dated December 22, 2000(as in effect from time to time, the “Employment Agreement”).  References in the Employment Agreement tothe “Management Retention Agreement” shall be deemed to refer to the ManagementRetention Agreement as in effect from time to time.

 

The parties hereto agree as follows:

 

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

 

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2.                                       At-WillEmployment.  The Company and theEmployee acknowledge that the Employee’s employment is and shall continue to beat-will, as defined under applicable law, and may be terminated by either partyat any time, with or without cause.  Ifthe Employee’s employment terminates for any reason, including (withoutlimitation) any termination prior to a Change of Control, the Employee shallnot be entitled to any payments, benefits, damages, awards or compensation otherthan as provided by this Agreement, or as may otherwise be available inaccordance with the Company’s established employee plans or pursuant to otherwritten agree­ments with the Company.

 

3.                                       Changeof Control Benefits.

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## (a)                                  Benefits.  Upon a Change of Control of the Companyoccurring while Employee is still employed by the Company, then subject toEmployee entering into a mutual release of claims with the Company insubstantially the form attached hereto as Exhibit A, the Company shall provideEmployee with the following benefits:

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(i)                                     Lump-SumPayment.  A lump-sum cash payment inan amount equal to two hundred percent (200%) of the Employee’s AnnualCompensation;

 

(ii)                                  ContinuedEmployee Benefits.  At any time whenEmployee’s employment terminates, voluntarily or involuntarily, for any or noreason, following a Change of Control, the Company shall provide Company-paidhealth, dental, vision, long-term disability and life insurance coverage at thesame level of coverage as was provided to such Employee immedi­ately prior tothe termination of employment and at the same ratio of Company premium paymentto Employee premium payment as was in effect immediately prior to thetermination of employment (the “Company-Paid Coverage”).  If such coverage included the Employee’sdependents immedi­ately prior to the Change of Control, such dependents shallalso be covered at Company expense. Company-Paid Coverage shall continue until the earlier of (i) twoyears from the date of termination, or (ii) the date upon which theEmployee and his dependents become covered under another employer’s grouphealth, dental, vision, long-term disability or life insurance plans thatprovide Employee and his dependents with comparable benefits and levels ofcoverage.  For purposes of Title X ofthe Consolidated Budget Reconciliation Act of 1985 (“COBRA”), the date of the“qualifying event” for Employee and his or her dependents shall be the dateupon which the Company-Paid Coverage commences, and each month of Company-PaidCoverage provided hereunder shall offset a month of continuation coverageotherwise due under COBRA.

 

(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; provided,however, that if Employee remains with the Company through the end of thefiscal year in which the Change of Control occurs, then the Company maysubtract the amount previously paid to Employee pursuant to this paragraph fromthe annual target bonus amount otherwise payable to Employee on account of suchfiscal year.

 

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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.

 

(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.

 

## (b)                                 TerminationPrior to a Change of Control; Voluntary Termination Without Good Reason orInvoluntary Termination For Cause, Death or Disability Within 3 Months After aDisposition.  In the event (i) theEmployee’s employment is terminated for any reason prior to a Change ofControl, or (ii) within three months after a Disposition (A) Employeevoluntarily terminates his employment and such termination is not a VoluntaryTermination for Good Reason, (B) Employee is involuntarily terminated forCause, or (C) Employee’s employment terminates due to his death or Disability(as defined herein), then the Employee shall be entitled to receive severanceand any other benefits only as may then be estab­lished under the Company’sexisting severance and benefits plans or pursuant to other written agreementswith the Company.

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## (c)                                  NoDual Benefits.  In the event thatEmployee receives benefits pursuant to Section 3 hereof, he shall not beentitled to receive severance benefits pursuant to the Employment Agreement.

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# 4.                                       GoldenParachute Excise Tax Full Gross-Up. In the event that the benefits provided for in this Agreement orotherwise payable to the Employee constitute “parachute payments” within themeaning of Section 280G of the Internal Revenue Code of 1986, as amended (the“Code”) and will be subject to the excise tax imposed by Section 4999 ofthe Code, then the Employee shall receive (i) a payment from the Companysufficient to pay such excise tax, plus (ii) an additional payment fromthe Company sufficient to pay the excise tax and federal and state income andemployment taxes arising from the payments made by the Company to Employeepursuant to this sentence.  Unless theCompany and the Executive otherwise agree in writing, the determination ofExecutive’s excise tax liability and the amount required to be paid 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 furnishto the Accountants such information and documents as the Accountants mayreasonably request in order to make a determination under this Section.  The Company shall bear all costs theAccountants may reasonably incur in connection with any calculationscontemplated by this Section 4.

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

 

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

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

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

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

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(i)                                     AnyPerson becomes the “beneficial owner” as defined in Rule 13d-3 under theSecurities Exchange Act of 1934, as amended (“Beneficial Owner”), directly orindirectly, of securities of the Company representing fifty percent (50%) ormore of the total voting power represented by the Company’s then outstandingvoting securities; or

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

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

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

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(v)                                 Theearliest of (i) three (3) months following the closing of a Disposi­tion; (ii)Employee’s involuntary termination by the Company other than for Cause, deathor

 

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Disability following the closing of a Disposition, or(iii) Employee’s Voluntary Termination for Good Reason following the closing ofa Disposition.

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

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## (f)                                    Disability.  “Disability” shall mean that the Employeehas been unable to perform his Company duties as the result of his incapacitydue to physical or mental illness, and such in­ability, at least 26 weeks afterits commencement, is determined to be total and permanent by a physicianselected by the Company or its insurers and acceptable to the Employee or theEmployee’s legal representative (such Agreement as to acceptability not to 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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## (g)                                 Disposition.  “Disposition” shall mean that one of thefollowing shall have occurred with respect to any two of the three CoveredBusiness Units, either in one or more separate transac­tions:

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

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

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

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

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

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

 

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## (i)                                     VoluntaryTermination for Good Reason. “Voluntary Termination for Good Reason” shall mean the Employeevoluntarily resigns after the occurrence of any of the following:(i) without the Employee’s express written consent, a material reduc­tionof the Employee’s duties, title, authority or responsibilities, relative to theEmployee’s duties, title, authority or responsibilities as in effectimmediately prior to such reduction, or the assignment to Employee of suchreduced duties, title, authority or responsibilities; provided, however, that areduction in duties, title, author­ity or responsibilities solely by virtue ofthe consummation of a Disposition (as, for example, when the Company’s ChiefExecutive Officer remains as such following a Disposition) shall not by itselfconstitute grounds for a “Voluntary Termination for Good Reason;”(ii) without the Employee’s express written consent, a material reductionof the facilities and perquisites (including office space and loca­tion)available to the Employee immediately prior to such reduc­tion, other than areduction generally applicable to all senior management of the Company;(iii) a reduction by the Company in the base salary of the Employee as ineffect immediately prior to such reduction; (iv) a material reduction bythe Company in the aggregate level of employee benefits, including bonuses, towhich the Employee was entitled immediately prior to such reduction with theresult that the Employee’s aggregate benefits package is materially reduced(other than a reduction that generally applies to Company employees);(v) the relocation of the Employee to a facil­ity or a location more thanthirty-five (35) miles from the Employee’s then present location, without theEmployee’s express written consent; or (vi) any act or set of facts orcircumstances which would, under California case law or statute constitute aconstructive termination of the Employee.

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# 6.                                       Non-Solicitation.  In consideration for the Change of Controlbenefits Employee is to receive herein Employee agrees that he will not, at anytime during the one year following his termi­nation date on or following aChange of Control, directly or indirectly solicit any individuals to leave theCompany’s (or any of its subsidiaries’) employ for any reason or interfere inany other manner with the employment relationships at the time existing betweenthe Company (or any of its subsidi­aries) and its current or prospectiveemployees.

 

7.                                       Successors.

 

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

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

 

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# 8.                                       Notice.

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## (a)                                  General.  Notices and all other communications contem­platedby this Agree­ment shall be in writing and shall be deemed to have been dulygiven when personally delivered or one day following mailing via FederalExpress or similar overnight courier service. In the case of the Employee, mailed notices shall be addressed to him atthe home address which he most recently communicated to the Company 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)                                 Noticeof Termination.  Any termination bythe Company for Cause or by the Employee pursuant to a Volun­tary Terminationfor Good Reason shall be communicated by a notice of termination to the otherparty hereto given in accordance with Section 8(a) of this Agreement.  Such notice shall indicate the specific termina­tionprovision in this Agreement relied upon, shall set forth in reasonable detailthe facts and circumstances claimed to provide a basis for termination underthe provision so indicated, and shall specify the termination date (which shallbe not more than 30 days after the giving of such notice).  The failure by the Employee to include inthe notice any fact or circumstance which contributes to a showing of VoluntaryTermination for Good Reason shall not waive any right of the Employee hereunderor preclude the Employee from asserting such fact or circumstance in enforcinghis rights hereunder.

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# 9.                                       MiscellaneousProvisions.

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

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

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## (c)                                  WholeAgreement.  This Agreement, theEmployment Agreement and the agreements specified in Section 8 of theEmployment Agreement (as in effect from time to time) (together, the“Agreement”) represent the entire agreement and understanding between theCompany and Employee concerning Employee’s employment relationship with theCompany, and supersede and replace any and all prior agreements andunderstandings concerning Employee’s employment relationship with the Company,including the offer letter to Employee dated June 16, 1998.

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

 

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

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

 

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IN WITNESS WHEREOF, each of the parties has executedthis Agreement.

 
| **COMPANY**  |   |                                                 | **3COM  CORPORATION** |
|--------------|--------|------------------------------------------------------|-----------------------|
|         |   |                                                 |                  |   |
|         |   |                                                 |                  |   |
|         |   |                                                 | By:                   |   |   |
|         |   |                                                 |                  | ERIC BENHAMOU |
|         |   |                                                 |                  |   |
|         |   | Title:                                               | Chairman              |
|         |   |                                                 |                  |   |
|         |   | and                                                  |                  |   |
|         |   |                                                 |                  |   |
|         |   | By:                                                  |                  |   |
|         |   |                                                 | MARK D. MICHAEL       |
|         |   |                                                 |                  |   |
|         |   | Title:  S.V.P., General Counsel & Secretary |
|         |   |                                                 |                  |   |
|         |   |                                                 |                  |   |
| **EMPLOYEE** |   |                                                 | By:                   |   |   |
|         |   |                                                 |                  | BRUCE L. CLAFLIN |
|              |        |                                                      |                       |  |  |  |

 

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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 and Employee (collectively referred to as “theParties”) have agreed that Employee is to receive certain benefits pursuant tothe 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.                                       ConfidentialInformation.  Employee shallcontinue to maintain the confidentiality of all confidential and proprietaryinformation of the Company and shall continue to comply with the terms and conditions of the ConfidentialInformation and Invention Assignment Agreement previously entered into by andbetween the Company and Employee.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Notwithstanding anything to the contrary in this Section 3, nothing inthis Release is intended to relieve the Company of its obligations underCalifornia Labor Code section 2802 or any other federal or state statute orcommon 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 in effect inall respects as a complete general release as to the matters released.

 

4.                                       Acknowledgmentof Waiver of Claims under ADEA. Employee acknowledges that he is waiving and releasing any rights he mayhave under the Age Discrimination in Employment Act of 1967 (“ADEA”) and thatthis waiver and release is knowing and voluntary.  Employee and the Company agree that this waiver and release doesnot apply to any rights or claims that may arise under the ADEA after theEffective Date of this Release.  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 to a member of

 

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the Board of Directors by close of business on theseventh day from the date that Employee signs this Release.

 

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

 

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

 

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

 

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

 

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

 

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

 

10.                                 Authority.  The Company represents and warrants that theundersigned has the authority to act on behalf of the Company and to bind theCompany and all who may claim through it to the terms and conditions of thisRelease.  Employee represents andwarrants that he has the capacity to act on his own behalf and on behalf of allwho might claim through him to bind them to

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

(a)                                  Theyhave read this Release;

 

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

 

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

 

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

 

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IN WITNESS WHEREOF, the Parties have executed this Release on therespective dates set forth below.

 

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

 

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