Exhibit 10.2


 


3COM CORPORATION


 


MANAGEMENT RETENTION AGREEMENT


 


This Management
Retention Agreement (the “Agreement”) is made and entered into by and between
James M. Fieger (the “Employee”) and 3Com Corporation (“3Com” or the “Company”),
effective as of April 7, 2005.  3Com
and the Employee shall each individually be referred to herein as a “Party” and
together as the “Parties.”


 


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.  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
(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/her
employment and to motivate the Employee to maximize the value of the Company
upon a Change of Control for the benefit of its stockholders.


 


C.                                     The
Board believes that it is imperative to provide the Employee with severance
benefits upon the termination of the Employee’s employment within three (3) months
prior to or within twelve (12) months following a Change of Control 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.


 


D.                                    Certain
capitalized terms used in this 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 with 3Com
is and shall continue to be at-will, as defined under applicable law, and may
be terminated by either Party at any time, for any reason or no reason, with or
without notice.  If the Employee’s
employment terminates for any reason other than that specified in Section 3(a) of
this Agreement, then the Employee shall not be entitled to receive severance or
other benefits under this Agreement and shall only be eligible to receive those
severance or other benefits (if any) as may then be established under the
Company’s then existing severance and/or benefits plans or pursuant to other
written agreements with the Company.


 





















 


3.                                       Change of Control Severance Benefits.


 


(a)                                  Involuntary
Termination other than for Cause, death or Disability or Voluntary Termination
for Good Reason Within Three (3) Months Prior to or Within Twelve (12)
Months Following a Change of Control. 
If, within three (3) months prior to or within twelve (12) months
following a Change of Control, the 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 the
Employee entering into a standard form of mutual release of claims with the
Company in substantially the form attached hereto as Exhibit A (as updated
at the Company’s discretion or to reflect applicable local, state and federal
law), the Company shall provide the 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.  Company-paid
health, dental, vision, long-term disability, and life insurance coverage at
the same level of coverage and coverage tier as was provided to the Employee and/or
the Employee’s dependents immediately prior to the termination of his/her employment
and at the same ratio of Company premium payment to Employee premium payment as
was in effect immediately prior to the Change of Control (the “Company-Paid
Coverage”).  Company-Paid Coverage shall
continue until the earlier of (i) two (2) years from the date of
termination, or (ii) the date upon which the Employee and/or his/her
dependents become covered under another employer’s group health, dental,
vision, long-term disability, or life insurance plans that provide the Employee
and/or 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 the Employee and/or his/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 one hundred percent (100%) of the Employee’s Target Bonus as
in effect for the fiscal year in which the Change of Control occurs, pro-rated
by multiplying such Target Bonus amount by a fraction, the numerator of which
shall be the number of calendar days prior to occurrence of the Change of
Control during such fiscal year, and the denominator of which shall be
three-hundred and sixty-five (365);


 


(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;
provided, however, that if this occurs due to a qualifying termination of
employment occurring within three (3) months prior to a Change of Control,
such acceleration shall become effective upon the date of the Change of
Control; and


 


(v)                                 Extension
of Stock Option and Stock Appreciation Right Post-Termination Exercisability.  The post-termination exercise period of any
outstanding Company stock


 


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options and stock
appreciation rights held by the Employee shall be extended to the lesser of (A) one
(1) year from the Employee’s termination date, or (B) the original
term of the award.


 


(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 under this Agreement and shall
only be eligible to receive those severance or other benefits (if any) as may
then be established under the Company’s then existing severance and/or 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 under
this Agreement and shall only be eligible to receive those severance or other
benefits (if any) as may then be established under the Company’s then existing
severance and/or benefits plans or pursuant to other written agreements with
the Company.


 


(d)                                 Termination
Apart from Change of Control.  In the
event the Employee’s employment is terminated for any reason, either prior to
three (3) months before the occurrence of a Change of Control or after the
twelve (12) month period following a Change of Control, then the Employee shall
not be entitled to receive severance or other benefits under this Agreement and
shall only be eligible to receive those severance or other benefits (if any) as
may then be established under the Company’s then existing severance and/or
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 the Employee (i) constitute “parachute
payments” within the meaning of Section 280G of the Internal Revenue Code
of 1986, as amended (the “Code”), (ii) would be subject to the excise tax
imposed by Section 4999 of the Code, and (iii) 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 the 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 the Employee (i) constitute “parachute
payments” within the meaning of Section 280G of the Code, (ii) would
be subject to the excise tax imposed by Section 4999 of the Code, and (iii) 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 the Employee’s “base


 


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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 the Employee pursuant to this sentence.


 


(c)                                  280G
Determinations.                               Unless
the Company and the Employee otherwise agree in writing, the determination of
the 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 (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 4.  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 annual base
salary as in effect immediately preceding the Change of Control and (ii) 100%
of the Employee’s Target Bonus.


 


(b)                                 Target
Bonus.  “Target Bonus” shall mean the
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 theft,
embezzlement or intentional dishonesty by the Employee in connection with his/her
employment; (ii) the Employee being convicted of a felony, (iii) a
willful act by the Employee which constitutes gross misconduct and which is
injurious to the Company, or (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/her 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:


 


(i)  Any Person becomes the “beneficial owner” (as defined in Rule 13d-3
under the Securities Exchange Act of 1934, as amended), 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


 


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(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 are either (A) directors of the
Company as of the date upon which this Agreement was entered into, or (B) 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 Sections 5(d)(i), 5(d)(ii), or 5(d)(iii) above,
or in connection with an actual or threatened proxy contest relating to the
election of directors to the Company.


 


(e)                                  Disability.  “Disability” shall mean that the Employee has
been unable to perform his/her Company duties as the result of his/her
incapacity due to physical or mental illness, and such inability, at least
twenty-six (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 such Disability may only be effected after at
least thirty (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/her
Company duties before the termination of his/her employment becomes effective,
the notice of intent to terminate shall automatically be deemed to have been
revoked.


 


(f)                                    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.


 


(g)                                 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 (as, for example, when the Company’s Executive Vice-President and
Chief Financial Officer remains as such following a Change of Control) 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, other than a reduction generally
applicable to all senior management of the Company; (iv) a material
reduction by the Company in the aggregate level of employee benefits, including
bonuses, to which the Employee was entitled


 


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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 work location immediately
prior to the relocation, without the Employee’s express written consent; or (vi) any
act or set of facts or circumstances which would, under Massachusetts case law
or statute, constitute a constructive termination of the Employee.


 


6.                                       Non-Solicitation.
 In consideration for the severance
benefits the Employee is to receive herein, if any, the Employee agrees that he/she
will not, at any time during the one (1) year following his/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 existing during that period 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 and obligations 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/her at the home address which he/she 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


 


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under the
provision so indicated, and shall specify the termination date (which shall be
not less than thirty (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/her rights hereunder.


 


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 Commonwealth of Massachusetts.  The Parties hereby agree and consent to the
jurisdiction of the state and federal courts of the Commonwealth of
Massachusetts as the exclusive jurisdiction for settling any disputes arising
hereunder.


 


(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 officer.


 


 


	
  COMPANY

  	
  3COM CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce L. Claflin

  	
   

  
	
   

  	
   

  	
  Bruce L. Claflin, President
  and CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EMPLOYEE

  	
  By:

  	
  /s/ James M. Fieger

  	
   

  
	
   

  	
   

  	
  James M. Fieger

  



 


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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 [NAME] (the “Employee”). 
3Com and the Employee shall each individually be referred to herein as a
“Party” and together as the “Parties.”


 


RECITALS


 


WHEREAS, the Employee has been employed with the
Company as [TITLE] and the Parties have mutually agreed that the Employee’s
employment with the Company will terminate effective [DATE] (“Termination Date”);


 


WHEREAS, the Company and the Employee have agreed that
the 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 the Employee
hereby agree as follows:


 


1.                                       Confidential
Information.  The 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 Employee Agreement previously entered into by and between the
Company and the Employee.


 


2.                                       Payment
of Salary.  The Company represents
and the 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 the Employee
through the date of signing of this Release.


 


3.                                       Release
of Claims.  The Employee agrees that the severance benefits provided pursuant to
the Management Retention Agreement represent settlement in full of all
outstanding obligations owed to the Employee by the Company or any subsidiary
of the Company.  In exchange for those
severance benefits, the Employee hereby irrevocably and unconditionally
releases 3Com and its parents, subsidiaries, predecessors, successors,
affiliates and joint ventures, and all of their directors, officers, employees,
representatives, attorneys, agents, insurers, assigns, employee benefit
programs (and the trustees, administrators, fiduciaries, and insurers of such
programs), and any other persons acting by, through, under, or in concert with
any of the persons or entities identified above (the “Released Parties”) from
all known and unknown claims, promises, debts, obligations, causes of action,
or similar rights of any type, in law or in equity, that the Executive has, had
or may have had arising from or relating to his employment with 3Com and the
termination thereof (“Claims”).  The
Employee understands that the Claims that he/she is hereby releasing include,
but are not limited to:


 





















 


(a)                                  Any and all Claims that in any way arise from
or relate to the Employee’s employment with 3Com or the termination of
that employment, such as claims for compensation, bonuses, commissions,
benefits, reimbursements, lost wages, or unused accrued PTO;


 


(b)                                 Any
and all Claims that in any way arise from or relate to the design or
administration of any employee benefit program;


 


(c)                                  Any
and all Claims that arise from or relate to any severance or similar benefits
or to post-employment health or group insurance benefits not expressly set
forth in the Management Retention Agreement, including without limitation any
and all Claims to benefits or compensation under the Company’s Section 16
Officer Severance Plan;


 


(d)                                 Any
and all Claims based on a contract, any employment or wrongful discharge claims
or tort claims, and any and all Claims based on a federal, state or local law,
regulation or ordinance, including, but not limited to, Title VII of the Civil
Rights Act of 1964, the Americans with Disabilities Act, the Employee
Retirement Income Security Act, the Worker Adjustment Retraining and
Notification Act, the Fair Labor Standards Act, Massachusetts General Laws ch.
151B, all as may have been amended, and any other federal, state, or local
common law, statute, regulation, or ordinance of any other type or kind.


 


The Employee understands
that he/she is hereby releasing Claims that he/she may not know about.  Notwithstanding anything to the contrary
contained in this Release, the Employee’s release of Claims under this Section 3
does not constitute a waiver by the Employee of any rights or benefits that
he/she may have pursuant to (i) this Release, (ii) the Management
Retention Agreement; (iii) the Company’s 401(k) Plan, and (iv) to any right of indemnification or
contribution against the Company under applicable insurance policies, statutory
law or Company by-laws, if any, to the same extent available to any other
officer of the Company for any third-party claim against him/her arising from
his/her employment as an officer of the Company.


 


4.                                       Rights under the Age Discrimination in
Employment Act.  The Employee acknowledges that he/she has
been advised by this Release that (a) he/she should consult with an
attorney of his/her choosing prior to executing this Release; (b) he/she
has been given twenty-one calendar (21) days within which to consider and
execute this Release and to the extent that he/she signs this Release prior to
the completion of that period he/she has waived the remainder of that period; (c) that
he/she has seven (7) calendar days following the execution of this Release
to revoke his/her signature; and (iv) the Effective Date of this Release
shall be the eighth (8th) calendar day following his/her execution
of this Release.


 


5.                                       No Assignment of Claims.  The
Employee expressly warrants that he/she has not assigned any Claim or Claims
that he/she has, had or may have had against any of the Released Parties to any
other person or entity.


 


6.                                       Tax Consequences.  The
Company makes no representations or warranties with respect to the tax
consequences of the provision of the severance benefits set forth in the
Management Retention Agreement, other than as provided in Section 4
thereof.  The Employee understands and
agrees that the Company will apply the applicable, supplemental, state and
federal tax rates to the severance payments made pursuant to the Management
Retention Agreement.  The


 


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Employee further understands and agrees that
he/she is solely responsible for the payment, if applicable, of any other
local, state, or federal taxes or withholdings based on the provision of the
severance benefits by the Company and any penalties or assessments thereon and
the Employee hereby agrees to indemnify the Company for any such taxes or
withholdings, and any penalties, costs and/or attorneys’ fees arising
therefrom.


 


7.                                       Employment Agreement Restrictions.  The
Employee agrees that his/her obligations and the Company’s rights and remedies
under the Employee Agreement signed by the Employee, the terms and conditions
of which are expressly incorporated into this Release, shall remain in full
force and effect upon his/her execution of this Release, and after the
Termination Date.  The Employee hereby
warrants and represents that he/she is in compliance with and has not violated
the Employee Agreement.


 


8.                                       Cooperation.  The
Employee hereby agrees to cooperate with the Company and its legal counsel
(internal and external) as the Company may reasonably request at any time in
connection with any investigation or litigation relating to any matter in which
the Employee was involved during, or has material knowledge of as a result of,
his employment with the Company.


 


9.                                       Confidentiality.  The
Employee understands and agrees that this Release and each and every provision
contained herein, including without limitation the existence of this Release
and severance benefits paid in consideration hereof, are confidential and shall
not be disclosed to any person or entity, for any reason, without the prior
written consent of the Company, unless required by law.  It is agreed, however, that the Employee may
discuss the existence and contents of this Agreement to the extent that such
information was a matter of public record prior to such disclosure.  The Employee may reveal any of the contents
of this Agreement to members of his/her immediate family, and to his/her legal
and financial advisors, subject to his/her securing their agreement to maintain
the confidentiality of such information. 
If the Employee is required by a government entity, a lawfully issued
subpoena and/or otherwise required by law to disclose the existence or terms of
this Agreement, the Employee agrees to notify the Company in writing no fewer
than ten (10) calendar days prior to the date of such disclosure.


 


10.                                 Return of Company Property.  The
Employee hereby agrees that he has returned to the Company all Company property
and equipment in his/her possession or control, including but not limited to
all files, documents, data and records (whether on paper or in tapes, disks, or
other machine-readable form), office equipment, credit cards, and employee
identification cards.  He/She further
warrants and confirms that he has left intact all electronic Company documents,
including those that he/she developed or helped develop during his/her
employment.


 


11.                                 Entire Agreement.  The
Management Retention Agreement, this Release and the Employee Agreement contain
all the agreements and promises by and between the Company and the Employee and
supersede any prior agreements or representations between them as to the
subjects covered, except that any agreements between the Employee and the
Company arising under or relating to the Company’s equity compensation and
welfare benefit plans remain in full force and effect.  The Parties agree that no covenants,
agreements, representations, or warranties of any kind whatsoever have been
made by either Party, except as specifically set forth in the Management
Retention Agreement, this Release and the Employee Agreement.  Should any portion, term, or


 


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provision of the Management Retention
Agreement, this Release or the Employee Agreement be declared or determined by
any court or other tribunal to be illegal, invalid or unenforceable, the
validity of the remaining portions, terms and provisions shall not be affected
thereby, and the illegal, invalid or unenforceable portion, term or provision
shall be deemed not to be part of the Management Retention Agreement, this
Release or the Employee Agreement, as applicable.  This Release is binding upon and will inure
to the benefit of the Employee and the Company and their heirs, administrators,
representatives, executors, successors, and assigns.


 


12.                                 Voluntary Agreement.  The
Employee warrants that he/she has carefully read and understands the provisions
of this Release; that he/she has had sufficient time to consider the Agreement
before signing it; that he/she is entering into this Release knowingly and
voluntarily, intending that it will have binding legal effect; and that he/she
has been advised by the Company to consult with an attorney of his/her own
choice and at his/her own expense concerning the terms of this Agreement prior
to signing it.


 


13.                                 Waiver.  Any waiver by either Party of
any violation, breach of or default under any provision of this Release or any
other agreements provided for or incorporated herein, by the other Party shall
not construed as, or constitute, a continuing waiver of such provision, or
waiver of any other violation of, breach of or default under any other
provision of this Agreement or any other agreements provided for or
incorporated herein.


 


14.                                 Costs.  The Parties shall each bear
their own costs, attorneys’ fees and other expenses incurred in connection with
this Release.


 


15.                                 Governing Law and Venue.  This Release
shall be governed by the laws of the Commonwealth of Massachusetts, excluding
its laws relating to the choice of laws. 
The Parties hereby agree and consent to the jurisdiction of the state
and federal courts of the Commonwealth of Massachusetts as the exclusive
jurisdiction for settling any disputes arising hereunder.


 


16.                                 Amendments.  This Release may not be
modified, amended, supplemented or superseded unless by means of a written
document signed by the Employee and the Company’s Chief Employee Officer or
General Counsel.


 


17.                                 Counterparts.  This Release
may be executed in counterparts, and each counterpart shall have the same force
and effect as an original and, taken together, shall constitute an effective,
binding agreement by the Parties.


 


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WHEREFORE, the Parties have
read this Release, have carefully considered its provisions, have had an
opportunity to discuss it with their attorneys, and attest that they are fully
competent to execute this Agreement and that they fully understand and
knowingly accept its terms and conditions in their entirety and without
reservation.


 


 


	
  COMPANY

  	
  3COM CORPORATION

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
   

  	
   

  	 

	
   

  	
   

  	
  [NAME]

  	 

	
   

  	
   

  	 

	
   

  	
  Title:

  	 

	
   

  	
   

  	 

	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	 

	
   

  	
   

  	 

	
  EMPLOYEE

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  [NAME]

  	 

	
   

  	
   

  	 

	
   

  	
  Date:

  	
   

  	
   

  
						



 


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