Exhibit 10.2


 


3COM EUROPE LIMITED DEBT
FORGIVENESS AND BONUS AGREEMENT


 


This Debt Forgiveness and Bonus Agreement (“Agreement”) is made as of
this 12th day of April 1999, by and between 3Com Europe Limited (the
“Company”) and John McClelland (“Employee”).


WHEREAS, Employee has executed that certain Full Recourse Promissory
Note, dated the date hereof (the “Note”), and has delivered the Note to the
Company;


NOW, THEREFORE, in consideration of the mutual promises made herein,
the parties hereby agree as follows:


1.             Debt
Forgiveness.


1.1           Schedule
of Debt Forgiveness.  The obligation
of Employee to pay principal to the Company pursuant to the Note (the “Debt”)
shall be forgiven as to 25% of the overall Debt on each anniversary of this
Agreement, so that the entire Debt will be forgiven as of the fourth
anniversary of this Agreement.


1.2           Condition
to Debt Forgiveness.  Section 1.1 of
this Agreement shall only be effective so long as Employee is employed by the
Company.  Termination of Employee’s
employment shall have no effect on amounts previously forgiven hereunder.


2.             Bonus.  The Company agrees to “gross-up” Employee
for imputed income he recognizes by virtue of the Note not bearing interest
such that the economic effect to Employee is the same as if there was no
imputed income associated with the note not bearing interest.


3.             Withholding.  To the extent income taxes or other taxes
are required to be withheld as a result of the forgiveness of the Debt,
Employee agrees to have such taxes withheld from Employee’s regular periodic
pay covering the period in which the forgiveness occurs.  To the extent such regular periodic pay for
the period in which the forgiveness occurs is insufficient to meet such
withholding requirement, Employee agrees to either have the excess of such
taxes withheld from earlier or later regular periodic pay as may be permitted
by law or to meet such withholding requirement by making a payment to the
Company.


3.             Additional
Provisions.


3.1           Severability.  In the event that any provision thereof becomes
or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Agreement shall continue in full force and effect
without said provision.


 

















 


3.2           No
Oral Modification.  This Agreement
may only be amended in writing signed by the Party against whom the amendment
is being sought.


3.3           Counterparts.  This Agreement may be executed in
counterparts, and each counterpart shall have the same force and effect as an
original and shall constitute and effective, binding agreement on the part of
each of the undersigned.  Execution and
deliver of this Agreement by exchange of facsimile copies bearing the facsimile
signature of a party shall constitute a valid and binding execution and
delivery of the Agreement by such party. 
Such facsimile copies shall constitute enforceable original documents.


3.4           Prior
Agreements.  This Agreement and the
Note supersede in their entirety all prior agreements relating to the Note and
the Debt forgiveness, written or oral, including the offer letter to Employee
from the Company dated ___________, 1999.


IN WITNESS WHEREOF, the undersigned has executed this Agreement as of
the date first set forth above.


 


	
   

  	
   

  	
  3Com
  Europe Limited

  
	
   

  
	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Beth Tope

  
	
   

  
	
   

  	
   

  	
  Print

  
	
   

  
	
   

  	
   

  	
  Name:

  	
  /s/
  Beth Tope

  
	
   

  
	
   

  	
   

  	
  Title:

  	
  HR
  Manager

  
	
   

  
	
   

  	
   

  	
  /s/
  John McClelland

  
	
   

  
	
   

  	
   

  	
  EMPLOYEE

  
						



 


 


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