Exhibit 10.3


 Exhibit
  10.3 

 AMENDED
  AND RESTATED 

 3COM
  CORPORATION 

 1984
  EMPLOYEE STOCK PURCHASE PLAN 

 Amended
  & Restated July 15, 2003; share addition subject to Stockholder Approval
  at the 2003 Annual

  Stockholder’s Meeting 

     1.   
  Purpose.
  The 3Com Corporation 1984 Employee Stock Purchase Plan (the “Prior Plan”)
  was established to provide eligible employees of 3Com Corporation (“3Com”)
  and any current or future subsidiary corporation(s) of 3Com (collectively referred
  to as the “Company”) with an opportunity, through payroll deductions,
  to acquire common stock of 3Com. The Prior Plan has been amended from time to
  time. On July 15, 2003, the Board of Directors of 3Com (the “Board”)
  amended and restated the Prior Plan as amended in order to make various changes
  to the Prior Plan considered beneficial for continuing to carry out the purposes
  of such plan, all in the form set forth herein, with the share addition subject
  to stockholder approval at the 2003 Annual Stockholder’s Meeting (the “Plan”).
  For purposes of the Plan, a parent corporation and a subsidiary corporation
  shall be as defined in Sections 424(e) and 424(f) of the Internal Revenue Code
  of 1986, as amended (the “Code”). The Company intends that the Plan
  shall qualify as an “employee stock purchase plan” under Section 423
  of the Code (including any future amendments or replacements of such section),
  and the Plan shall be so construed. Any term not expressly defined in the Plan
  but defined for purposes of Section 423 of the Code shall have the same definition
  herein. Because an eligible employee who participates in the Plan (a “Participant”)
  may withdraw the Participant’s accumulated payroll deductions and terminate
  participation in the Plan or any Offering Period (as defined below) therein
  during an Offering Period (as defined below), the Participant is, in effect,
  given an option which may or may not be exercised during any Offering Period.
  

      2.   
  Share Reserve. The maximum number of shares that may be issued under
  the Plan shall be 41,687,441  [46,687,441
  subject to stockholder approval at the Annual Meeting on September 23, 2003]
  (as adjusted for stock splits, stock dividends, and similar events) shares of
  3Com’s authorized but unissued common stock (the “Shares”). In
  the event that any option granted under the Plan (an “Option”) for
  any reason expires or is terminated, the Shares allocable to the unexercised
  portion of such Option may again be subjected to an Option. 

     3.   
  Administration.
  The Plan shall be administered by the Board and/or by a duly appointed committee
  of the Board having such powers as shall be specified by the Board. Any subsequent
  references to the Board shall also mean the committee if it has been appointed.
  All questions of interpretation of the Plan or of any Options shall be determined
  by the Board and shall be final and binding upon all persons having an interest
  in the Plan and/or any Option. Subject to the provisions of the Plan, the Board
  shall determine all of the relevant terms and conditions of Options granted
  pursuant to the Plan; provided, however, that all Participants granted Options
  pursuant to the Plan shall have the same rights and privileges within the meaning
  of Section 423(b)(5) of the Code. All expenses incurred in connection with the
  administration of the Plan shall be paid by the Company. 

      4.    
  Eligibility. Any regular employee of the Company is eligible to participate
  in the Plan and any  Offering
  Period (as hereinafter defined) under the Plan except the following: 

      (a)   
  employees who are customarily employed by the Company for less than twenty (20)
  hours a week; and 

    (b)  
  employees who own or hold options to purchase or who, as a result of participation
  in the Plan, would own or hold options to purchase stock of the Company possessing
  five percent (5%) or more of the total combined voting power or value of all
  classes of stock of the Company within the meaning of Section 423(b)(3) of the
  Code. 



 


     5.    
  Offering Periods 

     (a)   
  Offering Periods
  Beginning On or After October 1, 2003. Effective October
  1, 2003, the Plan shall be implemented by offerings of six (6) months duration
  (an “Offering Period”). An Offering Period shall commence on April
  1 and October 1 of each year and end on September 30 and March 31, respectively,
  occurring thereafter. Notwithstanding
  the foregoing, the Board may establish a different term (including a term of
  up to 24 months with interim six month purchase periods) for one or more of
  the Offering Periods and/or different commencing and/or ending dates for such
  Offering Periods. An employee who becomes eligible to participate in the Plan
  after the commencement date of an Offering Period may not participate in such
  Offering Period, but may participate in any subsequent Offering Period, provided
  such employee is still eligible to participate in the Plan as of the commencement
  of any such subsequent Offering Period. The first day of an Offering Period
  shall be the “Offering Date” for such Offering Period. In the event
  the first day of an Offering Period is not a business day, the next business
  day will be the first day of the Offering Period. In the event the last day
  of an Offering Period is not a business day, the most recently concluded business
  day will be the last day of the Offering Period. 

     (b)   
  Governmental
  Approval; Shareholder Approval. Notwithstanding any
  other provision of the Plan to the contrary, any Option granted pursuant to
  the Plan shall be subject to (i) obtaining all necessary governmental approvals
  and/or qualifications of the sale and/or issuance of the Options and/or the
  Shares, and (ii) in the case of Options with an Offering Date after an amendment
  to the Plan, obtaining any necessary approval of the shareholders of the Company
  required in paragraph 17. 

     6.    Participation
  in the Plan. 

     (a)   Initial
  Participation. An eligible employee may elect to become
  a Participant effective as of the first Offering Date after satisfying the eligibility
  requirements set forth in paragraph 4 above by delivering a subscription agreement
  authorizing payroll deductions (a “Subscription Agreement”) to the
  Company’s Stock Administration office during the Company’s open enrollment
  period prior to each Offering Date, or such other period as the Company may
  determine in its sole discretion, prior to such Offering Date. Such Subscription
  Agreement shall state the eligible employee’s election to participate in
  the Plan and the rate at which payroll deductions shall be accumulated. An eligible
  employee who does not deliver a Subscription Agreement to the Company’s
  Stock Administration office during the Company’s open enrollment period
  prior to the first Offering Date after becoming eligible to participate in the
  Plan, shall not participate in the Plan for that Offering Period or for any
  subsequent Offering Period, unless such employee subsequently enrolls in the
  Plan by filing a Subscription Agreement with the Company in accordance with
  this paragraph 6(a). 

     (b)   Automatic
  Participation in Subsequent Offering Periods. A Participant
  shall automatically participate in each subsequent Offering Period until such
  time as such Participant ceases to be eligible as provided in paragraph 4, the
  Participant withdraws from the Plan pursuant to paragraph 10 below, or the Participant
  terminates employment as provided in paragraph 11 below. A Participant is not
  required to file an additional Subscription Agreement for such Offering Periods
  in order to automatically participate therein. 

     7.   Purchase
  Price and Purchase Date. The purchase price at which
  Shares may be acquired in any Offering Period under the Plan shall be eighty-five
  percent (85%) of the lesser of (a) the fair market value of the Shares on the
  Offering Date of such Offering Period or (b) the fair market value of the Shares
  on the Purchase Date of such Offering Period. For purposes of the Plan, the
  fair market value of the Shares shall be the closing sales price for such stock
  (or the closing bid, if no sales were reported) as quoted on the principal exchange
  or system on which the Company’s common stock is publicly traded on the
  date of determination, as reported in The Wall Street Journal or such other
  source as the Company deems reliable. In the event the first day of an Offering
  Period is not a business day, the next business day will be the first day of
  the Offering Period. In the event the last day of an Offering Period is not
  a business day, the most recently concluded business day will be the last day
  of the Offering Period. 

      8.    Payment
  of Purchase Price; Payroll Deductions. 

     (a)   Accumulation
  of Payroll Deductions. The purchase price of Shares
  to be acquired in an Offering Period shall be accumulated only by payroll deductions
  over the Offering Period. Payroll deductions from a Participant’s compensation
  on each payday during the Offering Period (i) shall not exceed ten percent (10%)
  of such Participant’s base pay per month, reduced by any payroll deductions
  from such Participant’s compensation to purchase stock under any other
  plan of the Company intended to qualify as an “employee stock purchase
  plan” under Section 423 

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 of the Code, and (ii) shall
  not be less than one percent (1%) of the Participant’s Compensation per
  month. For purposes hereof, a Participant’s “Compensation” from
  the Company is an aggregate that shall include base wages or salary, commissions,
  overtime, discretionary bonuses, semi-annual bonuses, other incentive payments,
  shift premiums, stand-by payments and call-out payments paid in cash during
  such Offering Period before deduction for any contributions to any plan maintained
  by the Company and described in section 401(k) or section 125 of the Code. Compensation
  shall not include reimbursement of expenses, allowances, long-term disability,
  workers’ compensation or any amount deemed received without the actual
  transfer of cash or any amounts directly or indirectly paid pursuant to the
  Plan or any other stock purchase or stock option plan, or any other compensation
  not included in the preceding sentence. Payroll deductions shall commence on
  the first payday following the first day of a Offering Period or as soon as
  administratively feasible thereafter and shall continue to the end of such Offering
  Period unless sooner altered or terminated as provided in the Plan. 

     (b)   
  Election to
  Change Payroll Deduction Rate. A Participant may decrease
  (but not increase) the rate of payroll deductions with respect to an Offering
  Period only on or before and effective as of the date three (3) months after
  the beginning of such Offering Period by filing an amended Subscription Agreement
  with the Company. A Participant may increase or decrease the rate of payroll
  deductions for any subsequent Offering Period by filing a new Subscription Agreement
  with the Company during such period as the Company may determine in its sole
  discretion, prior to the beginning of such subsequent Offering Period. 

     (c)   
  Participant
  Accounts. Individual accounts shall be maintained for
  each Participant. All payroll deductions from a Participant’s compensation
  shall be credited to the Participant’s account under the Plan and shall
  be deposited with the general funds of the Company. No interest shall accrue
  on such payroll deductions. All payroll deductions received or held by the Company
  may be used by the Company for any corporate purpose. 

      9.    
  Purchase of Shares. 

     (a)   
  Purchase.
  On the Purchase Date of each Offering Period, each remaining Participant shall
  automatically purchase, subject to the limitations set forth in paragraphs 9(b)
  and 9(c) below, that number of whole Shares arrived at by dividing the total
  amount theretofore credited to the Participant’s account pursuant to paragraph
  8(c) by the purchase price established for such Offering Period pursuant to
  paragraph 7. Any cash balance remaining in the Participant’s Plan account
  shall be refunded to the Participant as soon as practicable after the Purchase
  Date. In the event the cash to be returned to a Participant pursuant to the
  preceding sentence is an amount less than the amount necessary to purchase a
  whole Share, such amount shall continue to be credited to the Participant’s
  Plan account and shall be applied toward the purchase of Shares in the immediately
  subsequent Offering Period. No Shares shall be purchased in a given Offering
  Period on behalf of a Participant whose participation in the Plan has terminated
  prior to the Purchase Date for such Offering Period. 

     (b)   
  Share Limitation.
  Subject to the adjustments set forth in paragraph 13 below, no Participant shall
  be entitled to purchase more than 4,000 Shares in a single Offering Period.
  

     (c)   
  Fair Market
  Value Limitation. Notwithstanding any other provision
  of the Plan, no Participant shall be entitled to purchase Shares under the Plan
  (or any other employee stock purchase plan which is intended to meet the requirements
  of Section 423 of the Code sponsored by 3Com or a parent corporation or subsidiary
  corporation of 3Com) at a rate which exceeds $25,000 in fair market value (or
  such other limit as may be imposed by Section 423 of the Code) for each calendar
  year in which the Participant participates in the Plan or any other employee
  stock purchase plan described in this sentence, as determined in accordance
  with Section 423(b)(8) of the Code. 

     (d)   
  Pro Rata Allocation.
  In the event the number of Shares which might be purchased by all Participants
  in the Plan exceeds the number of Shares available in the Plan, the Company
  shall make a pro rata allocation of the remaining Shares in as uniform a manner
  as shall be practicable and as the Company shall determine to be equitable.
  

     (e)   
  Rights as
  a Shareholder and Employee. A Participant shall have
  no rights as a shareholder by virtue of the Participant’s participation
  in the Plan until the date of issuance of a stock certificate(s) for the Shares
  being purchased pursuant to the exercise of the Participant’s Option. No
  adjustment shall be made for dividends or distributions or other rights for
  which the record date is prior to the date such stock certificate(s) are issued.
  Nothing herein shall confer upon a Participant any right to continue in the
  employ of the Company or interfere in any way with any right of the Company
  to terminate the Participant’s employment at any time. 

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     (f)   
  Permitted
  Adjustments. The Company may, from time to time, establish
  or change (i) limitations on the frequency and/or number of changes in the amount
  withheld during an Offering Period, (ii) an exchange ratio applicable to amounts
  withheld in a currency other than U.S. dollars, (iii) procedures for permitting
  unequal percentages of payroll withholding from a Participant’s compensation
  in order to accommodate the Company’s established payroll procedures or
  mistakes or delays in following those procedures when processing Participants’
  withholding elections, and (iv) such other limitations or procedures as deemed
  advisable by the Company in the Company’s sole discretion which are consistent
  with the Plan and Section 423 of the Code. 

      10.   
  Withdrawal.
  

     (a)   
  Withdrawal
  From the Plan. A Participant may withdraw from the Plan
  by submitting to the Company’s Stock Administration office a notice of
  withdrawal on a form provided by the Company for such purpose. Such withdrawal
  may be submitted no later than five (5) business days prior to the end of an
  Offering Period to be effective for that Offering Period. A Participant is prohibited
  from again participating in an Offering Period upon withdrawal from the Plan
  during such Offering Period. A Participant who elects to withdraw from the Plan
  may again participate in the Plan by filing a new Subscription Agreement in
  the same manner as set forth in paragraph 6(a) above for initial participation
  in the Plan. The Company may impose, from time to time, a requirement that the
  notice of withdrawal be on file with the Company for a reasonable period of
  time prior to the effectiveness of the Participant’s withdrawal from the
  Plan.

     (b)   
  Return of
  Payroll Deductions. Upon withdrawal from the Plan, the
  accumulated payroll deductions credited to a withdrawing Participant’s
  account shall be returned to the Participant and the Participant’s interest
  in the Plan shall terminate. No interest shall accrue on the payroll deductions
  of a Participant.

     11.   
  Termination
  of Employment. Termination of a Participant’s employment
  with the Company for any reason, including retirement or death, or the failure
  of a Participant to remain an eligible employee, shall terminate the Participant’s
  participation in the Plan immediately. Upon such termination, the payroll deductions
  credited to the Participant’s account shall be returned to the Participant
  (or in the case of the Participant’s death, to the Participant’s legal
  representative) and all of the Participant’s rights under the Plan shall
  terminate. A Participant whose participation has been so terminated may again
  become eligible to participate in the Plan by again satisfying the requirements
  of paragraphs 4 and 6. 

     12.   
  Repayment
  of Payroll Deductions Without Interest. In the event
  a Participant’s interest in the Plan is terminated, the Company shall deliver
  to the Participant (or in the case of the Participant’s death or incapacity,
  to the Participant’s legal representative) the payroll deductions credited
  to the Participant’s account. No interest shall accrue on the payroll deductions
  of a Participant. 

     13.   
  Capital Changes.
  In the event of changes in the common stock of the Company due to a stock split,
  reverse stock split, stock dividend, combination, reclassification or like change
  in the Company’s capitalization, or in the event of any merger, sale or
  reorganization, appropriate adjustments shall be made by the Company in (a)
  the number and class of Shares of stock subject to the Plan and to any outstanding
  Option, (b) the purchase price per Share of any outstanding Option and (c) the
  Share limitation set forth in paragraph 9(b) above. 

     14.   
  Nonassignability.
  Only the Participant may elect to exercise the Participant’s Option during
  the Participant’s lifetime, and no rights or accumulated payroll deductions
  of any Participant under the Plan may be pledged, assigned or transferred for
  any reason, except by will or the laws of descent and distribution, and any
  such attempt may be treated by the Company as an election by the Participant
  to withdraw from the Plan. 

     15.   
  Reports.
  Each Participant shall receive after the last day of each Offering Period a
  report of the Participant’s account setting forth the total payroll deductions
  accumulated, the number of Shares purchased and the remaining cash balance to
  be carried over and/or refunded pursuant to paragraph 9(a) above, if any. 

     16.   
  Plan Term.
  This Plan shall continue until terminated by the Board or until all of the Shares
  reserved for issuance under the Plan have been issued. 

     17.   
  Amendment
  or Termination of the Plan. The Board may at any time
  amend or terminate the Plan, except that such termination cannot adversely affect
  Options previously granted under the Plan except as otherwise permitted by the
  Plan, nor may any amendment make any change in an Option previously granted
  under the Plan which 

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 would adversely affect the
  right of any Participant except as otherwise permitted by the Plan, nor may
  any amendment be made without approval of the shareholders of the Company within
  twelve (12) months of the adoption of such amendment if such amendment would
  authorize the sale of more shares than are authorized for issuance under the
  Plan or would change the designation of corporations whose employees may be
  offered Options under the Plan. 

     18.   
  Clawback.
  The Board may, in its discretion and, to the extent necessary or desirable,
  modify or amend the Plan to reduce or eliminate an unfavorable accounting consequence
  including, but not limited to: (i) altering the purchase price for an Offering
  Period including an Offering Period underway at the time of the change in purchase
  price; (ii) shortening any Offering Period so that Offering Period ends on a
  new Exercise Date, including an Offering Period underway at the time of the
  Board action; and (iii) allocating shares. Such modifications or amendments
  shall not require stockholder approval or the consent of any Plan participants.

     19.   
  Data Privacy.
  By participating in the Plan, the Participant consents to the collection, use
  and transfer of personal data as described in this Section. The Participant
  understands that the Company and its subsidiaries hold certain personal information
  about the Participant including, but not limited to, the Participant’s
  name, home address and telephone number, date of birth, social security number
  or equivalent tax identification number, salary, nationality, job title, any
  shares of stock or directorships held in the Company, contribution amounts,
  contribution percentages, selected brokerage firm, and dispositions of shares
  purchased through the ESPP program, for the purpose of managing and administering
  the Plan (“Data”). The Participant further understands that the Company
  and/or its subsidiaries will transfer Data amongst themselves as necessary for
  the purposes of implementation, administration, and management of the Participant’s
  participation in the Plan, and that the Company and/or its subsidiaries may
  each further transfer Data to any third parties assisting the Company in the
  implementation, administration and management of the Plan (“Data Recipients”).
  The Participant understands that these Data Recipients may be located in the
  Participant’s country of residence, the European Economic Area, or elsewhere,
  such as the United States. The Participant authorizes the Data Recipients to
  receive, possess, use, retain and transfer Data in electronic or other form,
  for the purposes of implementing, administering and managing the Participant’s
  participation in the Plan, including any transfer of such Data, as may be required
  for the administration of the Plan and/or the subsequent holding of shares of
  stock on the Participant’s behalf, to a broker or third party with whom
  the shares acquired on purchase may be deposited. The Participant understands
  that he or she may, at any time, review the Data, require any necessary amendments
  to it or withdraw the consent herein in writing by contacting the Company. The
  Participant further understands that withdrawing consent may affect the Participant’s
  ability to participate in the Plan. 

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