**Exhibit 10.1**

 

 

350 Campus Drive

Marlborough, MA 01752

T: 508.323.1010; F: 508.323.1111

 

January 6, 2005

 

**VIA AIRBORNE EXPRESS**

 

Dennis Connors

1500 North Crossing Dr.

Allen, TX 75013

 

Re:          Addendum II toSeverance Agreement and General Release

 

Dear Dennis:

 

This letter constitutes Addendum II to your Severance Agreement andGeneral Release (“Agreement”) in accordance with Section 18 of the Agreement.  Under Section 3(c) of the Agreement, you areentitled to (among other benefits) continuation of individual long-termdisability insurance (“LTD”) until the earlier of (i) December 31, 2006, or(ii) the date upon which you become covered under another employer’s grouplong-term disability insurance plan with comparable benefits and levels ofcoverage.

 

Consistent with that provision, over the past several months 3Com hasused its best efforts to identify an insurer and facilitate your completion ofan application for individual LTD coverage. Pursuant to your discussions with Patti Hanna, 3Com’s Benefits Manager, yourapplication for individual LTD coverage was recently denied by theinsurer.  Further, based on ourdiscussions with the insurer and 3Com’s insurance broker, we have been advisedthat it is unlikely that another insurer will approve your application forindividual LTD coverage based on your status as a former 3Com employee.  Therefore, 3Com has offered to provide youwith a monetary payment in the net amount of $20,000.00 in lieu of thecontinuation of your LTD coverage.

 

By signing below and accepting the payment referenced above, you agreeto abandon your right to receive continuation of LTD coverage under theAgreement and you release the Released Parties from any and all Claims (asthose capitalized terms are defined in Section 5 of the Agreement) arising fromor relating to your right to Company-paid LTD insurance coverage under Section3(c) of the Agreement.  You and 3Comhereby agree that nothing in this Addendum II modifies, terminates, supersedesor otherwise impacts any other rights and obligations that you and 3Com haveunder the Agreement.  Payment of theamount referenced above will be made no later than fourteen (14) calendar daysafter 3Com receives your original executed copy of this Addendum.

 

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By signing below, you warrant and agree that you have carefully readand understand the provisions of this Addendum II; that you have had sufficienttime to consider this Addendum II before signing it; that you are entering intothis Addendum II knowingly and voluntarily, intending that it will have bindinglegal effect; and that you have been advised by 3Com to consult with anattorney of your own choice and at your own expense concerning the terms ofthis Addendum II prior to signing it. You further agree that Sections 8 (Tax Consequences), 11(Confidentiality), 15 (Waiver), 16 (Costs), 17 (Governing Law and Venue), 18(Amendments) and 19 (Counterparts) of the Agreement apply to this Addendum IIand are hereby incorporated into this Addendum II.

 

 
|   | Sincerely,                                                                 |
|--------|----------------------------------------------------------------------------|
|   |                                                                       |
|   | /s/ Neal D. Goldman                                                        |   |
|   |                                                                       |
|   | Neal D. Goldman                                                            |
|   | Senior Vice President, Management Services,  General Counsel and Secretary |

 

 

Ihereby knowingly and voluntarily accept the terms and conditions of thisAddendum II in their entirety and without reservation.

 

 
| /s/  Dennis Connors |   |
|---------------------|--------|
| Dennis  Connors     |
|                |
| January  10, 2005   |   |
| Date                |

 

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