exv10w2






Exhibit 10.2




3COM CORPORATION

2003 STOCK PLAN, AS AMENDED

RESTRICTED STOCK UNIT GRANT

AWARD AGREEMENT




     THIS RESTRICTED STOCK UNIT GRANT AWARD AGREEMENT is made on <<date>> (the “Grant
Date”), by and between 3Com Corporation (the “Company”), and <<recipient>> (the
“Participant”).



     The Company desires to issue and the Participant desires to acquire Restricted Stock Units as
herein described, pursuant to the Company’s 2003 Stock Plan, as amended (the “Plan”), on the terms
and conditions set forth in this Restricted Stock Unit Grant Award Agreement, including any
country-specific terms and conditions set forth in any addendum hereto (collectively, the “Award
Agreement”), and the Plan, the terms and conditions of which are incorporated herein by reference.
Unless otherwise defined herein, capitalized terms shall have the meaning given to them in the
Plan.



     IT IS AGREED between the parties as follows:



     1. Issuance of Restricted Stock Units. On the Grant Date, the Company shall issue to
the Participant, subject to the provisions hereof and the Plan, <<insert number>>
Restricted Stock Units (the “RSUs”). Each RSU shall be the equivalent of one share of Common
Stock. No Shares shall be issued upon execution of this Award Agreement. Unless and until the
RSUs have vested in accordance with this Award Agreement, the Participant shall have no right to
receive any Shares.



     2. Administration. All questions of interpretation concerning this Award Agreement
shall be determined by the Administrator in its sole discretion. All determinations by the
Administrator shall be final and binding upon all persons having an interest in this Award
Agreement.



     3. Vesting and Conversion of RSUs.



          (a) Vesting. Subject to the terms and conditions of this Award Agreement and the Plan
[and provided that Participant remains a Service Provider through each vesting date/event,] the
RSUs shall become vested <<vesting terms>> and upon vesting shall be converted into an
equivalent number of Shares of Common Stock that will be distributed to the Participant. In the
event that any vesting [date/event] occurs on a weekend, holiday or other non-trading day on the
applicable NASDAQ market, the applicable RSUs shall become vested on the first trading day
thereafter.




          [(b) One Year Holding Requirement. The Shares granted to a Participant are subject to
a holding period requirement of one (1) year when accelerated vesting occurs. If the acceleration
fails to take place, the Shares vesting <<time increment>> from the Grant Date (cliff
vesting) do not require the Participant to maintain a one (1)-year post vesting holding period.]




			
	 	 	 
	RSU Agreement Form
	 	 






 - 1 - 









 





          (c) Issuance of Common Stock. Upon vesting of the RSUs, except as set forth in this
Award Agreement or the Plan, the Company shall issue one or more certificates registered in the
name of the Participant for the appropriate number of Shares or use other appropriate means of
distributing the vested Shares of Common Stock, at its discretion, free of any restrictions on
transferability or forfeiture except for restrictions required by applicable laws and/or
regulations. Such Shares will be issued to the Participant as soon as practicable after the
vesting of the RSUs, but in any event, within the period ending on the later to occur of the date
that is 2 1/2 months from the end of (i) the Participant’s tax year that includes the applicable
vesting date, or (ii) the Company’s tax year that includes the applicable vesting date (which
payment schedule is intended to comply with the “short-term deferral” exemption from the
application of Section 409A of the U.S. Internal Revenue Code (“Section 409A”). As a condition to
the issuance and delivery of the Shares, the Company may require the Participant to satisfy any
qualifications that may be necessary or appropriate, in the Company’s sole discretion, to evidence
compliance with any applicable law or regulation and to make any representation or warranty with
respect thereto as may be requested by the Company.




     4. Rights as a Stockholder. The Participant shall have no rights as a stockholder
with respect to the Shares until such time the Shares are issued to the Participant. Except as
provided in Section 14(a) of the Plan, no adjustment shall be made for dividends or distributions
or other rights for which the record date is prior to the date such Shares are issued.



     5. No Right of Continued Employment. The Participant understands and agrees that
neither the award of the RSUs nor any provision of the Plan or this Award Agreement shall confer
upon the Participant any right to continue as a Service Provider or interfere in any way with the
right of the Company, the Participant’s actual employer (the “Employer”) or the Participant to
terminate the Participant’s Service Provider relationship at any time.



     6. Termination of Award Agreement. In the event that the Participant’s Service
Provider relationship with the Company or the Employer is terminated for any reason, with or
without cause, the Participant’s rights under this Award Agreement or the Plan in any unvested RSUs
shall immediately and irrevocably terminate and the Participant shall immediately and irrevocably
forfeit all RSUs that are unvested as of the date of termination of the Participant’s active status
as a Service Provider. Further, if the Participant’s Service Provider relationship with the
Company or the Employer is terminated (whether or not in breach of any applicable law), the
Participant’s right to receive RSUs and vest under the Plan, if any, will terminate effective as of
the date that the Participant is no longer actively providing service and will not be extended by
any notice period mandated under applicable law (e.g., active service would not include a period of
“garden leave” or similar period pursuant to any applicable local law); the Administrator shall
have the exclusive discretion to determine when the Participant is no longer actively providing
service for purposes of the Plan and the RSUs granted pursuant to this Award Agreement.



     7. Withholding. Regardless of any action the Company or the Employer takes with
respect to any and all income tax (including U.S. federal, state or local taxes or non-U.S. taxes),
social insurance contributions, payroll tax, payment on account or other tax-related items related
to the Participant’s participation in the Plan and legally applicable to the Participant
(“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related
Items is and remains the Participant’s responsibility and may exceed the amount actually withheld
by the Company and/or the Employer. The Participant further acknowledges that the Company
and/or the Employer (i) make no representations or undertakings regarding any Tax-Related Items in
connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of RSUs, the
issuance of Shares upon vesting, the subsequent sale of any Shares acquired



			
	 	 	 
	RSU Agreement Form
	 	 






 - 2 - 









 




at vesting and/or the
receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the
terms of the Award or any aspect of the RSUs to reduce or eliminate the Participant’s liability for
Tax-Related Items or to achieve any particular tax result. Furthermore, if the Participant has
become subject to tax in more than one jurisdiction between the Grant Date and the date of any
relevant taxable event, the Participant acknowledges that the Company and/or the Employer (or
former employer, as applicable) may be required to withhold or account for Tax-Related Items in
more than one jurisdiction.




     Prior to any relevant taxable or tax withholding event, as applicable, the Participant will
pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all
Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or
their respective agents, at their discretion, to satisfy the obligation with respect to all
Tax-Related Items by one or a combination of the following: (a) withholding from the Participant’s
wages or other cash compensation paid by the Company and/or the Employer; or (b) withholding from
proceeds of the sale of Shares acquired upon vesting of the RSUs, either through a voluntary sale
or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this
authorization); or (c) withholding in Shares to be issued upon vesting of the RSUs.



     To avoid negative accounting treatment, the Company may withhold or account for Tax-Related
Items by considering applicable minimum statutory withholding amounts or other applicable
withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares,
the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject
to the vested RSUs, notwithstanding that a number of the Shares is held back solely for the purpose
of paying the Tax-Related Items due as a result of any aspect of the Participant’s participation in
the Plan.



     Finally, the Participant shall pay to the Company or the Employer any amount of Tax-Related
Items that the Company or the Employer may be required to withhold or account for as a result of
the Participant’s participation in the Plan that cannot be satisfied by the means previously
described. The Company may refuse to issue or deliver the Shares, or the proceeds of the sale of
the Shares, if the Participant fails to comply with his or her obligations in connection with the
Tax-Related Items.



     8. Non-Transferability of RSUs. The Participant’s right and interest in the RSUs
awarded under this Award Agreement may not be sold, pledged, assigned, transferred or disposed of
in any manner, prior to the distribution of Common Stock in respect of vested RSUs.



     9. No Compensation Deferral. Neither the Plan nor this Agreement is intended to
provide for a deferral of compensation that would be subject to Section 409A. Instead, as stated
above, it is the intent of this Agreement to satisfy the “short-term deferral” exemption described
in U.S. Treasury Regulation §1.409A-1(b)(4). The Company reserves the right, to the extent the
Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the
Plan and/or this Agreement to ensure that no Awards (including, without limitation, the RSUs)
become subject to the requirements of Section 409A, provided however that the Company makes no
representation that the RSUs are not subject to Section 409A nor makes any undertaking to preclude
Section 409A from applying to the RSUs.



     10. Broker. The Shares acquired by the Participant under the Plan will be deposited
directly into the Participant’s brokerage account with the Company’s approved broker when vested
and the applicable obligations for Tax-Related Items have been satisfied.



			
	 	 	 
	RSU Agreement Form
	 	 






 - 3 - 









 





     11. Nature of the Grant. In accepting the grant of RSUs, the Participant acknowledges
that:



          (a) the Plan is established voluntarily by the Company, is discretionary in nature and may be
modified, amended, suspended or terminated by the Company at any time;




          (b) the grant of RSUs is voluntary and occasional and does not create any contractual or other
right to receive future awards of RSUs, or benefits in lieu of RSUs even if RSUs have been awarded
repeatedly in the past;




          (c) all decisions with respect to future grants of RSUs, if any, will be at the sole
discretion of the Company;




          (d) the Participant’s participation in the Plan is voluntary;




          (e) RSUs and the Shares subject to the RSUs are an extraordinary item that do not constitute
regular compensation for services of any kind rendered to the Company or to the Employer, and RSUs
are outside the scope of the Participant’s employment contract, if any;




          (f) RSUs and the Shares subject to the RSUs are not intended to replace any pension rights or
compensation;




          (g) RSUs and the Shares subject to the RSUs are not part of normal or expected compensation or
salary for any purpose, including, but not limited to, calculation of any severance, resignation,
termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension
or retirement benefits or similar payments and in no event should be considered as compensation
for, or relating in any way to, past services for the Company, the Employer or any Subsidiary;




          (h) the award of RSUs and the Participant’s participation in the Plan will not be interpreted
to form an employment contract or relationship with the Company or any Subsidiary;




          (i) the future value of the Shares is unknown and cannot be predicted with certainty;




          (j) in consideration of the grant of RSUs, no claim or entitlement to compensation or damages
arises from forfeiture of the RSUs resulting from termination of the Participant’s employment or
other service-providing relationship with the Company or the Employer (for any reason whatsoever
and whether or not in breach of any applicable law) and the Participant irrevocably releases the
Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any
such claim is found by a court of competent jurisdiction to have arisen, the Participant shall be
deemed irrevocably to have waived his/her entitlement to pursue such claim; and




          (k) RSUs and the benefits under the Plan, if any, will not automatically transfer to another
company in the case of a merger, takeover or transfer of liability.




     12. No Advice Regarding Award. The Company is not providing any tax, legal or
financial advice, nor is the Company making any recommendations regarding the Participant’s
participation in the Plan, or the Participant’s acquisition or sale of the Shares. The Participant
is



			
	 	 	 
	RSU Agreement Form
	 	 






 - 4 - 









 




hereby advised to consult his or her own personal tax, legal and financial advisors regarding
his or her participation in the Plan before taking any action related to the Plan.




     13. Registration. Any Shares acquired pursuant to this Award Agreement shall be
registered and/or deposited in the name of the Participant.



     14. Imposition of Other Requirements. The Company reserves the right to impose other
requirements on the Participant’s participation in the Plan, on the RSUs and on any Shares acquired
under the Plan, to the extent the Company determines it is necessary or advisable in order to
comply with local law or facilitate the administration of the Plan. Furthermore, the parties
hereto agree to execute such further instruments and to take such further action as may reasonably
be necessary to carry out the intent of this Award Agreement.



     15. Notice. Any notice required or permitted hereunder shall be given in writing and
shall be deemed effectively given upon personal delivery or upon electronic delivery, or upon
delivery by certified mail, addressed to the Company at the address below and addressed to the
Participant at his/her home address on file with the Company or at such other address as either
party may designate by ten (10) days’ advance written notice to the other party.


Restricted Stock Administrator

3Com Corporation

350 Campus Drive

Marlborough, MA 01752, U.S.A.

Stock_Administration@3Com.com




     16. Binding Effect. This Award Agreement shall inure to the benefit of the successors
and assigns of the Company and, subject to the restrictions on transfer herein set forth, be
binding upon the Participant and the Participant’s heirs, executors, administrators, successors and
assigns.



     17. Integrated Agreement. This Award Agreement and the Plan, including any sub-plan
to the Plan, constitute the entire understanding and agreement of the Participant and the Company
with respect to the subject matter contained herein, and there are no agreements, understandings,
restrictions, representations, or warranties among the Participant and the Company other than those
set forth or provided for herein or therein. The terms of this Award Agreement shall be subject to
the terms of the Plan, and this Award Agreement is subject to all Plan interpretations, amendments,
and rules approved by the Company.



     18. Severability. The provisions of this Award Agreement are severable and if one or
more provisions of this Award Agreement are held invalid, illegal and/or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions shall not in any way
be affected or impaired thereby and the invalid, illegal or unenforceable provision(s) shall be
deemed null and void; provided, however, to the extent permissible under applicable law, that any
such provision(s) shall be first construed, interpreted and/or revised to permit this Award
Agreement to be construed so as to foster the intent of this Award Agreement and the Plan.



     19. Governing Law. This Award Agreement is governed by the laws of the Commonwealth
of Massachusetts, without reference to conflicts of law provisions. The parties hereby understand
and agree that any action to enforce or interpret or otherwise regarding this
Award Agreement shall be filed in the state or federal courts in the Commonwealth of Massachusetts,
and no other courts, where this grant is made and/or to be performed.



			
	 	 	 
	RSU Agreement Form
	 	 






 - 5 - 









 





     20. Data Privacy. The Participant hereby explicitly and unambiguously consents to the
collection, use and transfer, in electronic or other form, of his/her personal data as described in
this Award Agreement by and among, as applicable, the Employer, the Company and its Subsidiaries
for the exclusive purpose of implementing, administering and managing the Participant’s
participation in the Plan.



     The Participant understands that the Employer, 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, residency status, any shares of stock or
directorships held in the Company, details of all Shares or other entitlements to Shares awarded,
cancelled, exercised, vested, unvested or outstanding in the Participant’s favor, for the purpose
of managing and administering the Plan (“Data”).



     The Participant further understands that the Data will be transferred to E*Trade Financial
Services, Inc., or such other stock plan service provider as may be selected by the Company in the
future, which is assisting the Company with the implementation, administration and management of
the Plan. The Participant understands that the recipients of the Data may be located in the United
States or elsewhere, and that the recipient’s country (e.g., the United States) may have different
data privacy laws and protections than the Participant’s country. The Participant understands that
he or she may request a list of the names and addresses of any potential recipients of the Data by
contacting the Company’s Stock Administration Department. The Participant authorizes the Company,
E*Trade Financial Services, Inc. and any other possible recipients which may assist the Company
(presently or in the future) with implementing, administering and managing the Plan to receive,
possess, use, retain and transfer the Data, in electronic or other form, for the purposes of
implementing, administering and managing the Participant’s participation in the Plan. The
Participants understands that he or she may, at any time, view Data, request additional information
about the storage and processing of Data, require any necessary amendments to Data or refuse or
withdraw the consents herein, in any case without cost, by contacting in writing the Company’s
Stock Administration Department. The Participant understands, however, that refusing or
withdrawing consent may affect his or her ability to participate in the Plan. For more information
on the consequences of the Participant’s refusal to consent or withdrawal of consent, the
Participant understands that he or she may contact the Company’s Stock Administration Department.



     21. Language. If the Participant has received this Award Agreement or any other
document related to the Plan translated into a language other than English and the meaning of the
translated version differs from the English version, the English version will control.



     22. Electronic Delivery. The Company may, in its sole discretion, decide to deliver
any documents related to current or future participation in the Plan by electronic means. The
Participant hereby consents to receive such documents by electronic delivery and agrees to
participate in the Plan through an on-line or electronic system established and maintained by the
Company or a third party designated by the Company.



     23. Addendum. Notwithstanding any provision in this Award Agreement, the RSUs and the
Shares acquired under the Plan shall be subject to any country-specific terms and conditions set
forth in the addendum to this Agreement, if any. Moreover, if the Participant
relocates his or her residence to one of the countries included in such addendum, the terms
and conditions for such country will apply to the Participant, to the extent the Company determines
that the application of such terms and conditions is necessary or advisable in order to comply



			
	 	 	 
	RSU Agreement Form
	 	 






 - 6 - 









 




with
local law or facilitate the administration of the Plan. The addendum constitutes part of this
Award Agreement.




     24. Amendment or Termination. The Company reserves the right to impose other
requirements on the Participant’s participation in the Plan or on this Award, to the extent the
Company determines it is necessary or advisable in order to comply with local law or facilitate the
administration of the Plan. Furthermore, the parties hereto agree to execute such further
instruments and to take such further action as may reasonably be necessary to carry out the intent
of this Award Agreement. Finally, the Administrator may at any time amend or terminate the Plan
and/or the Award provided, however, that no such amendment or termination may adversely affect the
Award without the consent of the Participant.



     IN WITNESS WHEREOF, the parties hereto have executed this Award Agreement effective as of the
Grant Date. By electronically accepting this Award Agreement, signing below, or signing the Notice
of Grant, as applicable, the Participant acknowledges that he/she has read, understood and accepted
all of the terms, conditions and restrictions of this Award Agreement and the Plan.


RSU
Agreement Form




 - 7 -