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 to
Severance Agreement and General Release


 


Dear Dennis:


 


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


 


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


 


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


 





















 


By signing below, you warrant and agree that you have carefully read
and understand the provisions of this Addendum II; that you have had sufficient
time to consider this Addendum II before signing it; that you are entering into
this Addendum II knowingly and voluntarily, intending that it will have binding
legal effect; and that you have been advised by 3Com to consult with an
attorney of your own choice and at your own expense concerning the terms of
this 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 II
and are hereby incorporated into this Addendum II.


 


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  /s/ Neal D. Goldman

  	
   

  
	
   

  	
   

  
	
   

  	
  Neal D. Goldman

  
	
   

  	
  Senior Vice President, Management Services,

  General Counsel and Secretary

  



 


 


I
hereby knowingly and voluntarily accept the terms and conditions of this
Addendum II in their entirety and without reservation.


 


 


	
  /s/
  Dennis Connors

  	
   

  
	
  Dennis
  Connors

  
	
   

  
	
  January
  10, 2005

  	
   

  
	
  Date

  



 


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