exv10w3






     Exhibit 10.3



3COM CORPORATION

STAND ALONE STOCK OPTION AGREEMENT




     3Com Corporation has granted Eileen Nelson (the “Participant”) an Option to purchase
certain Shares in accordance with the Participant’s offer letter dated May 20, 2008 — Revised
(“Offer Letter”), subject to the following terms and conditions as set forth in this Award
Agreement. The “Effective Date” of this Award Agreement shall be June 3, 2008.



     1. Definitions. As used herein, the following definitions shall apply:



          (a) “Administrator” means the Board or any of its Committees as shall be administering
the Award.



          (b) “Applicable Laws” means the requirements relating to the administration of stock
option plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any
stock exchange or quotation system on which the Common Stock is listed or quoted and any other
applicable laws.



          (c) “Award” means, individually or collectively, the grant of an Option under the
Award Agreement.



          (d) “Award Agreement” means this stand alone stock option agreement between the
Company and the Participant evidencing the terms and conditions of this Award.



          (e) “Board” means the Board of Directors of 3Com Corporation.



          (f) “Change of Control” shall have the meaning ascribed thereto (or to any similar
definition such as “Change in Control”) in the Management Retention Agreement between the Company
and the Participant effective as of May 20, 2008, as amended from time to time.



          (g) “Code” means the U.S. Internal Revenue Code of 1986, as amended.



          (h) “Committee” means a committee, which may consist of one or more persons whom may
or may not be Board members, as is consistent with the Applicable Laws, appointed by the Board.



          (i) “Common Stock” means the common stock of the Company.



          (j) “Company” shall mean 3Com Corporation and any successor corporation thereto.



          (k) “Consultant” means any person, including an advisor, engaged by the Company or a
Parent or Subsidiary as an independent contractor to render services to such entity.



          (l) “Date of Option Grant” shall mean the “Date of Grant” as set forth in the Notice
of Grant.



          (m) “Director” means a member 3Com’s Board of Directors.



          (n) “Disability” shall have the meaning ascribed thereto in the Management Retention
Agreement between the Company and the Participant effective as of May 20, 2008, as amended from
time to time.



          (o) “Employee” means any person, including Officers and Directors, employed by the
Company or any Parent or Subsidiary of the Company. A Service Provider shall not cease to be an
Employee in the case of (i) any leave of absence approved by the Company or any leave for which a
return to employment is guaranteed under Applicable Laws, or (ii) transfers between locations of
the



-1-









 







Company or between the Company, its Parent, any Subsidiary, or any successor. Neither service
as a Director nor payment of a director’s fee by the Company shall be sufficient to constitute
“employment” by the Company.



          (p) “Exchange Act” means the Securities Exchange Act of 1934, as amended.



          (q) “Initial Vesting Date” shall be the date occurring one (1) year after the Date of
Option Grant.



          (r) “Nonstatutory Stock Option” means any Option not intended to qualify as an
Incentive Stock Option within the meaning of Section 422 of the Code and the regulations
promulgated thereunder.



          (s) “Notice of Grant” shall mean the “NOTICE OF GRANT OF STOCK OPTION”. The Notice of
Grant is part of this Award Agreement.



          (t) “Number of Option Shares” shall mean the “Total Number of Option Shares Granted”
as set forth in the Notice of Grant.



          (u) “Officer” means a person who is an officer of the Company within the meaning of
Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.



          (v) “Option” means this option to purchase Shares of Common Stock granted pursuant to
this Award Agreement.



          (w) “Optioned Stock” means the Common Stock subject to the Option.



          (x) “Option Termination Date” shall mean the date occurring seven (7) years after the
Date of Option Grant.



          (y) “Parent” means a “parent corporation,” whether now or hereafter existing, as
defined in Section 424(e) of the Code.



          (z) “Person” shall have the meaning ascribed to such term under Sections 13(d) and
14(d) of the Exchange Act.



          (aa) “Service Provider” means an Employee, Director or Consultant.



          (bb) “Share” means a share of the Common Stock, as adjusted in accordance with Section
10 of the Agreement.



          (cc) “Subsidiary” means a “subsidiary corporation”, whether now or hereafter existing,
as defined in Section 424(f) of the Code and also include partnerships, limited liability companies
and other entities that are at least 30% owned by the Company.



          (dd)“Vested Ratio” means:



	 	 	 	 	 
	 	 	Vested Ratio	 
	 
	Prior to Initial Vesting Date
	 	 	0	 
	 
	On Initial Vesting Date, for each full year of the Participant’s remaining a Service
Provider from the Date of Option Grant until the Initial Vesting Date
	 	 	1/4	 
	 
	Plus
	 	 	 	 
	 
	For each subsequent full year thereafter of the Participant’s remaining a Service
Provider from the Initial Vesting Date
	 	 	1/4	 
	 
	In no event shall the Vested Ratio exceed 1/1.

	 	 	 	 







 2 









 






     Notwithstanding the foregoing, the Participant shall receive accelerated vesting with respect
to all or a portion of the Participant’s then outstanding unvested portion of the Award, subject to
the terms and conditions specified in the Management Retention Agreement (“MRA”) and the
Severance Benefits Agreement (“SBA”), as the same may be amended from time to time, each by
and between the Company and the Participant effective May 20, 2008.



     2. Grant of Option. The Administrator hereby grants to the Participant the Option to
purchase the number of Shares set forth in the Notice of Grant, at the exercise price per Share set
forth in the Notice of Grant, subject to the provisions of this Award Agreement and the Notice of
Grant, which is incorporated herein by reference. The Option referenced herein are not intended to
qualify as Incentive Stock Options as defined in Section 422 of the Code and shall be treated as a
Nonstatutory Stock Option. The term of each Option shall be stated in the Notice of Grant and
shall be seven (7) years from the Date of Grant.



     3. Exercise of the Option.



          (a) Right to Exercise. The Option shall be exercisable during its terms in accordance
with the Notice of Grant and this Award Agreement and at such times and under such conditions as
determined by the Administrator. The Option shall first become exercisable on the Initial Vesting
Date. Each Option shall be exercisable on and after the Initial Vesting Date and prior to the
termination of the Option in the amount equal to the Number of Option Shares multiplied by the
Vested Ratio as set forth in Section 1(dd) above less the number of Shares previously acquired upon
exercise of the Option. In no event shall an Option be exercisable for more Shares than the Number
of Option Shares. Exercising an Option in any manner approved hereunder shall decrease the number
of Shares thereafter available for sale under the Option by the number of Shares as to which the
Option is exercised.



          (b) Method of Exercise. Each Option shall be exercisable by written or electronic
notice to the Company which shall state the election to exercise the Option, the number of Shares
being exercised, and such other representations and agreements as to the Participant’s investment
intent with respect to the Shares as may be required pursuant to the provisions of this Award
Agreement. Such notice shall be signed by the Participant or person entitled to exercise the
Option and shall be delivered to the Company’s Stock Administration Department, or other authorized
representative of the Company, prior to the termination of the Option as set forth in Section 5
below, accompanied by full payment of the option price for the number of Shares being purchased.



          (c) Form of Payment of Option Price. Subject to the Applicable Laws, such payment
shall be made (1) in cash, by check, or cash equivalent, (2) by tender of Shares of the Company’s
stock owned by the Participant and having a fair market value not less than the option price, which
(i) either have been owned by the Participant for more than six (6) months or were not acquired,
directly or indirectly from the Company, and (ii) have a fair market value not less than the
option price, (3) proceeds from a broker-assisted cashless exercise program acceptable to the
Company, in its sole discretion, or (4) by any combination of the foregoing.



          (d) Withholding. At the time the Option is exercised, in whole or in part, or at any
time thereafter as determined by the Company, the Company shall have the right to withhold the



 3 









 







applicable minimum withholding taxes, including but not limited to federal tax, state tax, foreign
taxes, or social taxes, if any, which arise in connection with the Option including, without
limitation, obligations arising upon (i) the exercise of the Option in whole or in part, (ii) the
transfer, in whole or in part, of any Shares acquired on exercise of the Option, or (iii) the
lapsing of any restriction with respect to any Shares acquired on exercise of the Option. The
Participant shall make adequate provision for the Company to meet its minimum withholding
obligations.



          (e) Certificate Registration. The Shares as to which an Option shall be exercised
shall be issued in the the name of the Participant, the heirs of the Participant (if applicable),
or, if requested in writing by the Participant, in the name of the Participant and his or her
spouse. If payment of the option price is accomplished using a broker-assisted cashless exercise
program acceptable to the Company, in its sole discretion, the certificate or certificates may, at
the Company’s sole discretion be registered in the name of a nominee who is an authorized broker
for the Company’s same-day sale program. Until the Shares are issued (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer agent of the
Company), no right to vote or receive dividends or any other rights as a stockholder shall exist
with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Company shall
issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment
will be made for a dividend or other right for which the record date is prior to the date the
Shares are issued, except as provided in Section 10 herein.



          (f) Restriction on Grant of Option and Issuance of Shares. The grant of the Option
and the issuance of Shares pursuant to the Option shall be subject to compliance with all
Applicable Laws. The Option may not be exercised if the issuance of Shares upon such exercise
would constitute a violation of any Applicable Laws. In addition, no Option may be exercised
unless (i) a registration statement under the Securities Act of 1933, as amended, shall at the time
of exercise of any Option be in effect with respect to the Shares issuable upon exercise of the
Option, or (ii) in the opinion of legal counsel to the Company, the Shares issuable upon exercise
of any Option may be issued in accordance with the terms of an applicable exemption from the
registration requirements of said Act. As a condition to the exercise of any Option, the Company
may require the Participant to satisfy any qualifications that may be necessary or appropriate, to
evidence compliance with any Applicable Laws and to make any representation or warranty with
respect thereto as may be requested by the Company.



          (g) Fractional Shares. The Company shall not be required to issue fractional Shares
upon the exercise of the Option.



          (h) Survival of Award Agreement Provisions. To the extent contemplated herein, the
provisions of this Award Agreement shall survive any exercise of the Option and shall remain in
full force and effect.



     4. Non-Transferability of the Option. The Option may not be sold, pledged, assigned,
hypotencated, transferred or disposed of in any manner other than by will or by the laws of descent
or distribution and may be exercised, during the lifetime of the Participant, only by the
Participant. The
terms of this Award Agreement shall be binding upon the executors, administrators, heirs,
successors and assignees of the Participant.



     5. Termination of the Option. The Option shall terminate and may no longer be
exercised on the first to occur of (i) the Option Termination Date as defined above, (ii) the last
date for exercising the Option following termination as a Service Provider as described herein, or
as otherwise set forth in this Award Agreement.



 4 









 





     6. Termination of the Participant’s Relationship as a Service Provider.



          (a) Termination of the Option. If the Participant ceases to be a Service Provider for
any reason except by reason of death or Disability, the Option, to the extent unexercised and
exercisable by the Participant on the date on which the Participant ceased to be a Service
Provider, may be exercised by the Participant within three (3) months after the date on which the
Participant’s relationship as a Service Provider terminates, but in any event no later than the
Option Termination Date. If the Participant’s Service Provider relationship is terminated because
of the death of the Participant or Disability of the Participant, the Option, to the extent
unexercised and exercisable by the Participant on the date on which the Participant ceased to be a
Service Provider, may be exercised by the Participant (or the Participant’s estate or legal
representative) at any time prior to the expiration of twelve (12) months from the date of such
termination, but in any event no later than the Option Termination Date. The Participant’s Service
Provider relationship shall be deemed to have terminated on account of death if the Participant
dies within three (3) months after the Participant’s termination of the Service Provider
relationship.



          (b) Disability of Optionee. If an Optionee ceases to be a Service Provider as a
result of the Optionee’s Disability, the Optionee may exercise his or her Option for twelve (12)
months following such termination (but in any event no later than the Option Termination Date) and
solely to the extent the Option is vested and exercisable on the date of termination. If, on the
date of termination, the Optionee is not vested as to his or her entire Option, the Shares covered
by the unvested portion of the Option shall revert to the Plan. If, after termination, the
Optionee does not exercise his or her Option within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.



          (c) Extension of Option Exercise Period. Notwithstanding the above, in the event that
the Participant’s employment is terminated by the Company or by the Participant solely under the
specified and limited circumstances specified in the SBA and/or the MRA, as applicable, the Option,
to the extent unexercised and exercisable by the Participant on the date of the Participant’s
termination, may be exercised by the Participant until the earlier of (i) 165 calendar days after
the Participant’s date of termination or (ii) the Option Termination Date, provided that the
Participant complies with all of the terms and conditions set forth in the applicable SBA and/or
MRA.



          (d) Change in Status. Notwithstanding the above, in the event of the Participant’s
change in status from Consultant, Employee or Director to Employee, Consultant or Director (e.g.,
an Employee becoming a Consultant), the Participant’s’s status as a Service Provider shall continue
notwithstanding the change in status.



          (e) Exercise Prevented by Applicable Laws. Except as provided in this Section 6, the
Option shall terminate and may not be exercised after the Participant’s Service Provider
relationship terminates unless the exercise of the Option in accordance with this Section 6 would
constitute a
violation of any Applicable Laws. If the exercise of the Option is so prevented, the Option
shall remain exercisable until three (3) months after the date the Participant is notified by the
Company or its Parent or Subsidiary for whom the Participant provides service that the Option is
exercisable but in no event later than the Option Termination Date.



     7. Leaves of Absence. Unless the Administrator provides otherwise or as otherwise
required by Applicable Laws, the Option shall cease to vest on the 91st day of any
unpaid leave of absence and shall only recommence upon the Participant’s return to active service.



 5 









 





     8. Rights as a Shareholder or Employee. The Participant shall have no rights as a
stockholder with respect to any Shares until the date of the issuance of a certificate or
certificates (or other appropriate method of delivery, in the Company’s discretion) for the Shares
for which the Option has been exercised. No adjustment shall be made for dividends or
distributions or other rights for which the record date is prior to the date such stock is so
issued.



     9. No Guarantee of Continued Service. THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT
THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS AN
EMPLOYEE OR OTHER SERVICE PROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED,
BEING GRANTED THE OPTION OR ACQUIRING SHARES HEREUNDER). THE PARTICIPANT FURTHER ACKNOWLEDGES AND
AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE
SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN
EMPLOYEE OR OTHER SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT
INTERFERE IN ANY WAY WITH THE PARTICIPANT’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE THE
PARTICIPANT’S RELATIONSHIP AS AN EMPLOYEE OR OTHER SERVICE PROVIDER OF THE COMPANY AT ANY TIME,
WITH OR WITHOUT CAUSE OR NOTICE.



     10. Adjustments Upon Changes in Capitalization, Dissolution, Liquidation or
Change of Control.



          (a) Changes in Capitalization. Subject to any required action by the stockholders of
the Company, the number of shares of Common Stock covered by each outstanding Award, as well as the
price per share of Common Stock covered by each such outstanding Award, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from
a stock split, reverse stock split, stock dividend, combination or reclassification of the Common
Stock, or any other increase or decrease in the number of issued shares of Common Stock effected
without receipt of consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been “effected without receipt of
consideration.” Such adjustment shall be made by the Administrator, whose determination in that
respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance
by the Company of shares of stock of any class, or securities convertible into shares of stock of
any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the
number or price of shares of Common Stock subject to an Award.



          (b) Dissolution or Liquidation. In the event of the proposed dissolution or
liquidation of the Company, the Administrator shall notify the Participant as soon as practicable
prior to the effective date of such proposed transaction. The Administrator in its discretion may
provide for the Participant to have the right to exercise his or her Award until ten (10) days
prior to such transaction as to all of the stock covered thereby, including Shares as to which the
Award would not otherwise be vested or exercisable. To the extent it has not been previously
exercised, an Award will terminate immediately prior to the consummation of such proposed action.



 6 









 





          (c) Change of Control. In the event of a Change of Control, each outstanding Option
shall be assumed or an equivalent option substituted by the successor corporation or a Parent or
subsidiary of the successor corporation. In the event that the successor corporation refuses to
assume or substitute for the Option, the Participant shall fully vest in and have the right to
exercise the Option as to all of the Optioned Stock, including Shares as to which it would not
otherwise be vested or exercisable. If the Option becomes fully vested and exercisable in lieu of
assumption or substitution in the event of a Change of Control, the Administrator shall notify the
Participant in writing or electronically that the Option shall be fully vested and exercisable for
a period of fifteen (15) days from the date of such notice, and the Option shall terminate upon the
expiration of such period. For the purposes of this paragraph, an Option shall be considered
assumed if, following the Change of Control, the Option confers the right to purchase or receive,
for each Share of Optioned Stock subject to the Option immediately prior to the Change of Control,
the consideration (whether stock, cash, or other securities or property) received in the Change of
Control by holders of Common Stock for each Share held on the effective date of the transaction
(and if holders were offered a choice of consideration, the type of consideration chosen by the
holders of a majority of the outstanding Shares); provided, however, that if such consideration
received in the Change of Control is not solely common stock of the successor corporation or its
Parent, the Administrator may, with the consent of the successor corporation, provide for the
consideration to be received upon the exercise of any Option, for each Share of Optioned Stock
subject to the Option, to be solely common stock of the successor corporation or its Parent equal
in fair market value to the per share consideration received by holders of Common Stock in the
Change of Control.



     11. Conditions Upon Issuance of Shares.



          (a) Legal Compliance. Shares shall not be issued pursuant to the exercise or vesting
of an Award unless the exercise or vesting of such Award and the issuance and delivery of such
Shares shall comply with Applicable Laws and shall be further subject to the approval of counsel
for the Company with respect to such compliance.



          (b) Investment Representations. As a condition to the exercise of an Award, the
Company may require the Participant or any authorized person exercising such Award to represent and
warrant at the time of any such exercise that the Shares are being purchased only for investment
and without any present intention to sell or distribute such Shares if, in the opinion of counsel
for the Company, such a representation is required.



          (c) Inability to Obtain Authority. The inability of the Company to obtain authority
from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to
be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of
any liability in respect of the failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.



     12. Legends. The Company may at any time place legends referencing any applicable
federal and/or state securities restrictions on all certificates representing shares of stock
subject to the
provisions of this Award Agreement. The Participant shall, at the request of the Company,
promptly present to the Company any and all certificates representing Shares acquired pursuant to
the Option in the possession of the Participant in order to effectuate the provisions of this
Section 12.



     13. Binding Effect. This Award Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective heirs, executors, administrators, successors and
assigns.



 7 









 





     14. Amendment or Termination. The Administrator may at any time amend, alter, suspend
or terminate the Agreement; provided, however, that no such amendment, alteration, suspension or
termination may adversely affect the Option or any unexercised portion hereof without the written
consent of the Participant. Termination of the Agreement shall not affect the Administrator’s
ability to exercise the powers granted to it hereunder with respect to Awards granted under the
Agreement prior to the date of such termination.



     15. Entire Agreement; Applicable Law. This Award Agreement, along with the
Participant’s Offer Letter and the referenced SBA and MRA, constitute the entire agreement of the
parties with respect to the subject matter hereof and supersede in their entirety all prior
undertakings and agreements of the Company and the Participant with respect to the subject matter
hereof. This Award Agreement shall be construed in accordance with, and all disputes hereunder
shall be governed by, the laws of the Commonwealth of Massachusetts without regard to its conflict
of laws rules.



     16. Notices. Any notice to be given to the Company hereunder shall be in writing and
shall be addressed to the Company at its then current principal executive office or to such other
address as the Company may hereafter designate to the Participant. Any notice to be given to the
Participant hereunder shall be addressed to the Participant at the last address known to the
Company, or at such other address as the Participant may hereafter designate to the Company. A
notice shall be deemed to have been duly given when personally delivered or mailed by registered or
certified mail to the party entitled to receive it.



 8 









 





	 	 	 
	PARTICIPANT

	 	3COM CORPORATION
	 
	 	 
	 
	 	 
	 

	 	 
	Eileen Nelson 

SVP, Human Relations

	 	Neal D. Goldman

Executive Vice President and Chief Legal and

Administrative Officer
	 
	 	 
	 
	 	 
	 

	 	 
	Date

	 	Date







 9