Exhibit 10.27


3COM CORPORATION


 


MANAGEMENT RETENTION AGREEMENT


 


Amended and Restated
as of December 16, 2002


 


This
Management Retention Agreement (the “Agreement”) is made and entered into by
and between Mark Slaven (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.                                   It
is expected that the Company from time to time will consider the possibility of
an acquisition by another company or other change of control, or a
reorganization of the Company resulting in the remaining Company being
materially diminished in size.  The
Board of Directors of the Company (the “Board”) recognizes that such
consideration can be a distraction to the Employee and can cause the Employee
to consider alternative employment opportunities.  The Board has determined that it is in the best interests of the
Company and its stockholders to assure that the Company will have the continued
dedication and objectivity of the Employee, notwithstanding the possibility,
threat or occurrence of a Change of Control or Disposition (both as defined
below) of the Company.


 


B.                                     The
Board believes that it is in the best interests of the Company and its
stockholders to provide the Employee with an incentive to continue his employment
and to motivate the Employee to maximize the value of the Company upon a Change
of Control or Disposition for the benefit of its stockholders.


 


C.                                     The
Board believes that it is imperative to provide the Employee with severance
benefits upon Employee’s termination of employment following a Change of
Control or Disposition which provides the Employee with enhanced financial
security and provides incentive and encouragement to the Employee to remain
with the Company notwithstanding the possibility of a Change of Control or
Disposition.


 


D.                                    Certain
capitalized 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 date that all obligations of the parties hereto with respect
to this Agreement have been satisfied.


 


2.                                       At-Will
Employment.  The Company and the
Employee acknowledge that the Employee’s employment is and shall continue to be
at-will, as defined under applicable law, and


 


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may be
terminated by either party at any time, with or without cause.  If the Employee’s employment terminates for
any reason, including (without limitation) any termination prior to a Change of
Control or Disposition, the Employee shall not be entitled to any payments,
benefits, damages, awards or compensation other than as provided by this
Agreement, or as may otherwise be available in accordance with the Company’s
established employee plans or pursuant to other written agreements with the
Company.


 


3.                                    Change
of Control or Disposition Severance Benefits.


 


(a)                                  Involuntary
Termination other than for Cause, Death or Disability or Voluntary Termination
for Good Reason Following A Change of Control or Disposition.  If, within twelve (12) months following a
Change of Control or Disposition, Employ­ee’s employment is terminated (i)
involuntarily by the Company other than for Cause, death or Disability or (ii)
by the Employee pursuant to a Voluntary Termination for Good Reason, then, subject
to Employee entering into a standard form of mutual release of claims with the
Company in substantially the form attached hereto as Exhibit A, the Company
shall provide Employee with the following benefits upon such termination:


 


(i)                                   Lump-Sum
Payment.  A lump-sum cash payment in
an amount equal to one hundred percent (100%) of the Employee’s Annual
Compensation;


 


(ii)                                Continued
Employee Benefits. The Company shall provide Company-paid health, dental,
vision, long-term disability and life insurance coverage at the same level of
coverage as was provided to such Employee immediately prior to the termination
of employment and at the same ratio of Company premium payment to Employee
premium payment as was in effect immediately prior to the termination of employment
(the “Company-Paid Coverage”).  If such
coverage included the Employee’s dependents immediately prior to the Change of
Control or Disposition, such dependents shall also be covered at Company
expense.  Company-Paid Coverage shall
continue until the earlier of (i) two years from the date of termination,
or (ii) the date upon which the Employee and his dependents become covered
under another employer’s group health, dental, vision, long-term disability or
life insurance plans that provide Employee and his dependents with comparable
benefits and levels of coverage.  For
purposes of Title X of the Consolidated Budget Reconciliation Act of 1985
(“COBRA”), the date of the “qualifying event” for Employee and his or her
dependents shall be the date upon which the Company-Paid Coverage commences,
and each month of Company-Paid Coverage provided hereunder shall offset a month
of continuation coverage otherwise due under COBRA.


 


(iii)                             Pro-Rated
Bonus Payment.  A lump-sum cash
payment equal to 100% of such Employee’s target bonus as in effect for the
fiscal year in which the Change of Control or Disposition occurs, pro-rated by
multiplying such bonus amount by a fraction, the numerator of which shall be
the number of days prior to occurrence of the Change of Control or Disposition
during such fiscal year, and the denominator of which shall be three-hundred
and sixty-five.


 


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(iv)                            Equity
Compensation Accelerated Vesting. 
One hundred percent (100%) of the unvested portion of any stock option,
restricted stock or other Company equity compensation held by the Employee
shall automatically be accelerated in full so as to become completely vested.


 


(v)                              Extension
of Stock Option Post-Termination Exercisability.  The post-termination exercise period of any outstanding Company
stock options held by Employee shall be extended to the lesser of (A) one year
from the date of Employee’s termination, or (B) the original option term.


 


(b)                                 Voluntary
Resignation; Termination For Cause. 
If the Employee’s employment terminates by reason of the Employee’s
voluntary resignation (and is not a Voluntary Termination for Good Reason), or
if the Employee is terminated for Cause, then the Employee shall 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 severance and
benefits plans or pursuant to other written agreements with the Company.


 


(c)                                  Disability;
Death.  If the Employee’s employment
with the Company terminates as a result of the Employee’s Disability, or if
Employee’s employment is terminated due to the death of the Employee, then the
Employee shall 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
severance and benefits plans or pursuant to other written agreements with the
Company.


 


(d)                                 Termination
Apart from Change of Control or Disposition.  In the event the Employee’s employment is terminated for any reason,
either prior to the occurrence of a Change of Control or Disposition or after
the twelve (12) month period following a Change of Control or Disposition, then
the Employee shall be entitled to receive severance and any other benefits only
as may then be established under the Company’s existing sever­ance and benefits
plans or pursuant to other written agreements with the Company.


 


4.                                    Golden
Parachute Excise Taxes.


 


(a)                                  Parachute
Payments of Less than 3.59 x Base Amount. In the event that the benefits provided
for in this agreement or otherwise payable to Employee (a) constitute
“parachute payments” within the meaning of Section 280G of the Internal Revenue
Code of 1986, as amended (the “Code”), (b) would be subject to the excise
tax imposed by Section 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 proposed Treasury Regulations thereunder (or the final Treasury
Regulations, if they have then been adopted) is less than the product obtained
by multiplying 3.59 by Employee’s “base amount” within the meaning of  Code Section 280G(b)(3), then such benefits
shall be reduced to the extent necessary (but only to that extent) so that no
portion of such benefits will be subject to excise tax under Section 4999 of
the Code.


 


(b)                                 Parachute
Payments Equal to or Greater than 3.59 x Base Amount. In the event that the
benefits provided for in this agreement or otherwise payable to Employee


 


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(a) constitute
“parachute payments” within the meaning of Section 280G of the Code,
(b) would be subject to the excise tax imposed by Section 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 proposed Treasury Regulations
thereunder (or the final Treasury Regulations, if they have then been adopted)
is equal to or greater than the product obtained by multiplying 3.59 by
Employee’s “base amount” within the meaning of 
Code Section 280G(b)(3), then the Employee shall receive (i) a
payment from the Company sufficient to pay such excise tax, plus (ii) an
additional payment from the Company sufficient to pay the excise tax and
federal and state income and employment taxes arising from the payments made by
the Company to Employee pursuant to this sentence.


 


(c)                                  280G
Determinations.  Unless the Company
and the Employee otherwise agree in writing, the determination of Employee’s
excise tax liability and the amount required to be paid or reduced under this
Section 4 shall be made in writing by the Company’s independent auditors who
are primarily used by the Company immediately prior to the Change of Control or
Disposition (the “Accountants”).  For
purposes of making the calculations required by this Section 4, the
Accountants may make reasonable assumptions and approximations concerning
applicable taxes and may rely on reasonable, good faith interpretations
concerning the application of Sections 280G and 4999 of the Code.  The Company and the Employee shall furnish
to the Accountants such information and documents as the Accountants may
reasonably request in order to make a determination under this Section.  The Company shall bear all costs the
Accountants may reasonably incur in connection with any calculations
contemplated by this Section 4.


 


5.                                    Definition
of Terms.  The following terms
referred to in this Agreement shall have the following meanings:


 


(a)                                  Annual
Compensation.  “Annual Compensation”
shall mean an amount equal to the sum of (i) the Employee’s Company annual
base salary as in effect immediately preceding the Change of Control or
Disposition, and (ii) 100% of  the
Employee’s Target Bonus.


 


(b)                                 Target
Bonus.  “Target Bonus” shall mean
Employee’s annual bonus, assuming 100% “on target” satisfaction of any
objective or subjective performance milestones.


 


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


 


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


 


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(i)                                  Any
Person becomes the “beneficial owner” (as defined in Rule 13d-3 under said
Act), directly or indirectly, of securities of the Company representing fifty
percent (50%) or more of the total voting 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 the Company’s assets; or


 


(iii)                            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 Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) at least fifty percent (50%) of
the total voting power represented by the voting securities of the Company or
such surviving entity outstanding immediately after such merger or
consolidation; or


 


(iv)                           A
change in the composition of the Board occurring within a two-year period, as a
result of which fewer than a majority of the directors are Incumbent
Directors.  “Incumbent Directors” shall
mean directors who either (A) are directors of the Company as of the date
upon which this Agreement was entered into, or (B) are elected, or
nominated for election, to the Board with the affirmative votes of at least a
majority of those directors whose election or nomination was not in connection
with any transaction described in subsections (i), (ii), or (iii) above, or in
connection with an actual or threatened proxy contest relating to the election
of directors to the Company.


 


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


 


(f)                                    Disability.  “Disability” shall mean that the Employee
has been unable to perform his Company duties as the result of his incapacity
due to physical or mental illness, and such in­ability, at least 26 weeks after
its commencement, is determined to be total and permanent by a physician
selected by the Company or its insurers and acceptable to the Employee or the
Employee’s legal representative (such Agreement as to acceptability not to be
unreasonably withheld).  Termina­tion
resulting from Disability may only be effected after at least 30 days’ written
notice by the Company of its inten­tion to terminate the Employ­ee’s employ­ment.  In the event that the Employee resumes the
performance of substantially all of his duties hereunder before the termination
of his employment becomes effective, the notice of intent to terminate shall
automatically be deemed to have been revoked.


 


(g)                                 Disposition.  “Disposition” shall mean that one of the
following shall have occurred with respect to any two of the three Covered
Business Units, either in one or more separate transac­tions:


 


(i)                                  any
Person (other than the Company or its affiliates) becomes the Beneficial Owner,
directly or indirectly, of securities of a Covered Business Unit representing
fifty


 


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percent (50%)
or more of the total voting power represented by the Covered Business Unit’s
then outstanding voting securities; or


 


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


 


(iii)                            the
consummation of a merger or consolidation of a Covered Business Unit with any
other corporation, other than a merger or consolidation which would result in
the voting securi­ties of the Covered Business Unit outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity) at least fifty
percent (50%) of the total voting power represented by the voting securities of
the Covered Business Unit or such surviving entity outstanding immediately
after such merger or consolidation; or


 


(iv)                           the
spin-off to the stockholders of the Company, by means of a dividend or exchange
offer, of eighty percent (80%) or more of the voting stock of a Covered
Business Unit; or


 


(v)                              the
divestiture or liquidation of a Covered Business Unit.


 


(h)                                 Person.  “Person” shall have the same meaning
accorded to such term in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended.


 


(i)                                     Voluntary
Termination for Good Reason. 
“Voluntary Termination for Good Reason” shall mean the Employee
voluntarily resigns after the occurrence of any of the following:
(i) without the Employee’s express written consent, a material reduc­tion
of the Employee’s duties, title, authority or responsibilities, relative to the
Employee’s duties, title, authority or responsibilities as in effect
immediately prior to such reduction, or the assignment to Employee of such
reduced duties, title, authority or responsibilities; provided, however, that a
reduction in duties, title, authority or responsibilities solely by virtue of
the consummation of a Change of Control or Disposition (as, for example, when
the Company’s Senior Vice-President of Marketing remains as such following a
Change of Control or Disposition) shall not by itself constitute grounds for a
“Voluntary Termination for Good Reason;” (ii) without the Employee’s
express written consent, a material reduction of the facilities and perquisites
(including office space and loca­tion) available to the Employee immediately
prior to such reduc­tion, other than a reduction generally applicable to all
senior management of the Company; (iii) a reduction by the Company in the
base salary of the Employee as in effect immediately prior to such reduction;
(iv) a material reduction by the Company in the aggregate level of
employee benefits, including bonuses, to which the Employee was entitled
immediately prior to such reduction with the result 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 than thirty-five (35) miles from the
Employee’s then present location, without the Employee’s express written
consent; or (vi) any act or set of facts or circumstances which would,
under California case law or statute constitute a constructive termination of
the Employee.


 


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6.                                    Non-Solicitation.
In consideration for the severance benefits Employee 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, directly or indirectly solicit any
individuals to leave the Company’s (or any of its subsidiaries’) employ for any
reason or interfere in any other manner with the employment relationships at
the time existing between the Company (or any of its subsidiaries) and its
current or prospective employees.


 


7.                                    Successors.


 


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


 


(b)                                 Employee’s
Successors.  The terms of this
Agreement and all rights of 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.


 


8.                                    Notice.


 


(a)                                  General.  Notices and all other communications contem­plated
by this Agreement shall be in writing and shall be deemed to have been duly
given when personally delivered or one day following mailing via Federal
Express or similar overnight courier service. 
In the case of the Employee, mailed notices shall be addressed to him at
the home address which he most recently communicated to the Company in writing.  In the case of the Company, mailed notices
shall be addressed to its corporate headquarters, and all notices shall be
directed to the attention of its Secretary.


 


(b)                                 Notice
of Termination.  Any termination by
the Company for Cause or by the Employee pursuant to a Volun­tary Termination
for Good Reason shall be communicated by a notice of termination to the other
party hereto given in accordance with Section 8(a) of this Agreement.  Such notice shall indicate the specific
termina­tion provision in this Agreement relied upon, shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination under the provision so indicated, and shall specify the termination
date (which shall be not more than 30 days after the giving of such
notice).  The failure by the Employee to
include in the notice any fact or circumstance which contributes to a showing
of Voluntary Termination for Good Reason shall not waive any right of the
Employee hereunder or preclude the Employee from asserting such fact or
circumstance in enforcing his rights hereunder.


 


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9.                                    Miscellaneous
Provisions.


 


(a)                                  No
Duty to Mitigate.  The Employee
shall not be required to mitigate the value of any benefits contemplated by
this Agreement, nor shall any such benefits be reduced by any earnings or
benefits that the Employee may receive from any other source.


 


(b)                                 Waiver.  No provision of this Agreement shall be
modified, waived or discharged unless the modification, waiver or discharge is
agreed to in writing and signed by the Employee and by two authorized officers
of the Company (other than the Employee). 
No waiver by either party of any breach of, or of compliance with, any
condition or provision of this Agreement by the other party shall be considered
a waiver of any other condition or provision or of the same condition or
provision at another time.


 


(c)                                  Whole
Agreement.  No agreements,
representations or understandings (whether oral or written and whether express
or implied) which are not expressly set forth in this Agreement have been made
or entered into by either party with respect to the subject matter hereof.  This Agreement represents the entire
understanding of the parties hereto with respect to the subject matter hereof and
supersedes all prior arrangements and understandings regarding same.


 


(d)                                 Choice
of Law.  The validity,
interpretation, construction and performance of this Agreement shall be
governed by the laws of the State of California.


 


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


 


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


 


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IN WITNESS
WHEREOF, each of the parties has executed this Agreement, in the case of the
Company by its duly authorized officers.


 


	
  COMPANY

  	
   

  	
  3COM CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  BRUCE L.
  CLAFLIN

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  President
  & CEO

  
	
   

  	
   

  	
   

  
	
   

  	
  and

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  MARK D.
  MICHAEL

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  S.V.P.,
  General Counsel & Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EMPLOYEE

  	
  By:

  	
   

  
	
   

  	
   

  	
  MARK SLAVEN

  



 


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EXHIBIT A


 


MUTUAL RELEASE OF CLAIMS


 


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


 


RECITALS


 


WHEREAS, the
Company and Employee (collectively referred to as “the Parties”) have agreed
that Employee is to receive certain severance benefits pursuant 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 the Management Retention
Agreement, the Company and Employee hereby agree as follows:


 


1.                                    Confidential
Information.  Employee shall
continue to maintain the confidentiality of all confidential and proprietary
information of the Company and shall 
continue to comply with the terms and conditions of the Confidential
Information and Invention Assignment Agreement previously entered into by and
between the Company and Employee.


 


2.                                    Payment
of Salary.  The Company represents
and Employee acknowledges and represents that the Company has paid (or will pay
pursuant to the terms of the applicable plan or program and the Management
Retention Agreement) all salary, wages, bonuses, commissions, accrued vacation
and expense reimbursements and any and all other benefits due to Employee
through the date of signing of this Release.


 


3.                                    Release
of Claims. Employee agrees that the severance benefits provided pursuant to
the Management Retention Agreement represent settlement in full of all
outstanding obligations owed to Employee by the Company or any subsidiary of
the 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 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 and agree not to sue or
otherwise institute or cause to be instituted any legal or administrative
proceedings concerning any claim, duty, obligation or cause of action relating
to any matters of any kind, whether presently known or unknown, suspected or
unsuspected, that Employee or the Company may possess against each other from
any omissions, acts or facts that have occurred up until and including the
Effective Date of this Release including, without limitation,


 


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


 

















 


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


 


(c)                                  any
and all claims for wrongful discharge of employment; termination in violation
of 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 intentional
interference with contract or prospec­tive 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 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, the
Employee Retirement Income Security Act of 1974, The Worker Adjustment and
Retraining Notification Act, Older Workers Benefit Protection Act; the
California Fair Employment and Housing Act, and the California Labor Code and
all amendments to each such Act as well as the regulations issued thereunder;


 


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


 


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


 


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


 


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


 


4.                                    Acknowledgment
of Waiver of Claims under ADEA. 
Employee acknowledges that he is waiving and releasing any rights he may
have under the Age Discrimination in Employment Act of 1967 (“ADEA”) and that
this waiver and release is knowing and voluntary.  Employee and the Company agree that this waiver and release does
not apply to any rights or claims that may arise under the ADEA after the
Effective Date of this Release. 
Employee acknowledges that the consideration given for this waiver and
Release is in addition to anything of value to which Employee was already
entitled.  Employee further acknowledges
that he has been advised by this writing that (a) he should consult with an
attorney prior to executing this Release; (b) he has at least twenty-one
(21) days within which to consider this Release; (c) he has seven (7) days
following the execution of this Release by the Parties to revoke the Release;
and (d) this Release shall not be


 


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effective
until the revocation period has expired. 
Any revocation should be in writing and delivered to a member of the
Board of Directors by close of business on the seventh day from the date that
Employee signs this Release.


 


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


 


A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS
WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME
OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED
HIS SETTLEMENT WITH THE DEBTOR.


 


Employee and
the Company, being aware of said code section, agree to expressly waive any
rights they may have thereunder, as well as under any other federal or state
statute or common law principles of similar effect.


 


6.                                    No
Pending or Future Lawsuits. 
Employee and the Company represent to each other that they have no
lawsuits, claims, or actions pending in their name, or on behalf of any other
person or entity, against each other or any other person or entity referred to
herein.  Employee and 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 their behalf or on behalf
of any other person or entity against each other or any other person or entity
referred to herein.


 


7.                                    No
Cooperation.  Employee agrees that
he will not counsel or assist any attorneys or their clients in the
presentation or prosecution of any lawsuits, disputes, claims, charges, or
complaints by any third party against the Company (including any subsidiary of
the Company, and/or any officer, director, employee, agent, representative,
shareholder or attorney of the Company or any subsidiary in his, her or its
capacity as such on behalf of the Company or any subsidiary) unless under a
subpoena, court order or otherwise required by law to do so.


 


8.                                    Tax
Consequences.  The Company makes no
representations or warranties with respect to the tax consequences of the
payment of any sums to Employee under the terms of the Management Retention
Agreement and this Release.  Employee
agrees 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 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 the authority to act on behalf of the Company and to bind the
Company and all who may claim through


 


3

















 


it to the
terms and conditions of this Release. 
Employee represents and warrants that he has the capacity to act on his
own behalf and on behalf of all who might claim through him to bind them to the
terms and conditions of this Release. 
Each Party warrants and represents that there are no liens or claims of
lien or assignments in law or equity or otherwise of or against any of the
claims or causes of action released herein.


 


11.                              No
Representations.  Each Party
represents that it has had the opportunity to consult with an attorney, and has
carefully read and understands the scope and effect of the provisions of this
Release.  Neither party has relied upon
any representations or statements made by the other party hereto which are not
specifically set forth in this Release.


 


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


 


13.                              Entire
Agreement.  This Release, the
Management Retention Agreement and the Confidential Information and Invention
Assignment Agreement previously entered into by and between the Company and
Employee represent the entire agreement and understanding between the Company
and Employee concern­ing the subject matter herein, and supersede and replace
any and all prior agreements and understandings.


 


14.                              No
Oral Modification.  This Release may
only be amended in writing signed by Employee and a duly authorized officer
(other than Employee) of the Company.


 


15.                              Effective
Date.  This Release is effective
eight 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 and
shall constitute an effective, binding agreement on the part of each of the
undersigned.


 


17.                              Voluntary
Execution of Release.  This Release
is executed voluntarily and without any duress or undue influence on the part
or behalf of the Parties hereto, 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 choice or that they have voluntarily
declined to seek such counsel;


 


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


 


(d)                                 They
are 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 the respective dates set
forth below.


 


	
   

  	
  3Com
  Corporation

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
   

  
	
   

  	
  EMPLOYEE, an
  individual

  
	
   

  	
   

  
	
  Dated: