exv10w1






Exhibit 10.1




3COM CORPORATION

2003 STOCK PLAN, AS AMENDED

STOCK OPTION AGREEMENT




     3Com Corporation (the “Company”) has granted to the Optionee defined below an option
(“Option”) to purchase certain shares of Company stock (“Shares”), subject to the following terms
and conditions. Unless otherwise defined herein, the terms defined in the 2003 Stock Plan, as
amended (the “Plan”) are capitalized herein and shall have the same defined meanings in this stock
option agreement (“Award Agreement”).



     1. Definitions:



          (a) “Notice of Grant” shall mean the “3COM CORPORATION NOTICE OF GRANT OF STOCK OPTION”.




          (b) “Optionee” shall mean the holder of this Option whose name is set forth in the related
Notice of Grant.




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




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




          (e) “Exercise Price” shall mean the “Option Price per Share” as set forth in the Notice of
Grant.




          (f)
“Initial Vesting Date” shall be the date [           ].




          [(g) Determination of “Vested Ratio” is as follows:]




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




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




     2. Grant of Option. The Administrator hereby grants to the Optionee named in the
Notice of Grant, an 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, and subject to the provisions of the
Plan and the Notice of Grant, which are incorporated herein by reference, and this Award Agreement.
Subject to Section 16(c) of the Plan, in the event of a conflict between the terms and conditions
of the Plan and this Award Agreement, the terms and conditions of the Plan shall prevail. This
Option is not intended to qualify as an Incentive Stock Option as defined in Section 422 of the
U.S. Internal Revenue Code (the “Code”) and shall be treated as a Nonstatutory Stock Option.



     3. Administration. All questions of interpretation concerning this Award Agreement
shall be determined by the Administrator. All determinations by the Administrator shall be final
and binding upon all persons having an interest in the Option. Any officer of a Parent or
Subsidiary for whom Optionee performs services shall have the authority to act on behalf of the
Company with respect to any matter, right, obligation, or election which is the responsibility of
or which is allocated to the Company herein, provided the officer has apparent authority with
respect to such matter, right, obligation, or election.



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     4. Exercise of the Option:



          (a) Right to Exercise. The Option shall be exercisable during its term in accordance
with the Notice of Grant, the Plan and this Award Agreement. [The Option shall first become
exercisable on the Initial Vesting Date. The 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(g) less the number of shares
previously acquired upon exercise of the Option.] In no event shall the Option be exercisable for
more shares than the Number of Option Shares.




          (b) Method of Exercise. The 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 Optionee’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 Optionee 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 6 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 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 Optionee and having a fair market value not less than the option price, which (i)
either have been owned by the Optionee 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. Regardless of any action the Company or the Optionee’s actual
employer (“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 Optionee’s participation in the Plan and legally
applicable to the Optionee (“Tax-Related Items”), the Optionee acknowledges that the ultimate
liability for all Tax-Related Items is and remains the Optionee’s responsibility and may exceed the
amount actually withheld by the Company and/or the Employer. The Optionee 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 this Option, including the grant of the Option,
the vesting of the Option, the issuance of Shares upon exercise of the Option, the subsequent sale
of any Shares following the exercise of the Option 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
Option to reduce or eliminate the Optionee’s liability for Tax-Related Items or to achieve any
particular tax result. Furthermore, if the Optionee has become subject to tax in more than one
jurisdiction between the Date of Option Grant and the date of any relevant taxable event, the
Optionee 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.




          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 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 Optionee will




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make
adequate provision for the Company to meet its minimum withholding obligations. In this regard,
the Optionee 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 Optionee’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
exercise of the Option, either through a voluntary sale or through a mandatory sale arranged by the
Company (on the Optionee’s behalf pursuant to this authorization); or (c) withholding in Shares to
be issued upon exercise of the Option.




     Finally, the Optionee 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
Optionee’s participation in the Plan that cannot be satisfied by the means previously described.



          (e) Certificate Registration. The Shares as to which the Option shall be exercised
shall be registered in the name of the Optionee, or, if applicable, the heirs of the Optionee. 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.




          (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 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 the 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 the 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 the Option, the Company
may require the Optionee 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.




     5. Non-Transferability of the Option. The Option may not be transferred in any
manner otherwise than by will or by the laws of descent or distribution and may be exercised during
the lifetime of the Optionee only by the Optionee.



     6. 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 in Section
7, or as otherwise set forth in the Plan.



     7. Termination of Employee:



          (a) Termination of Option. If the Optionee 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 Optionee on the date on which the Optionee ceased to be a Service Provider, may
be exercised by the Optionee within three (3) months after the date on which the Optionee’s
relationship as a Service Provider terminates, but in any event no later than the Option
Termination Date. If the Optionee’s Service Provider relationship is terminated because of the




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death of the Optionee or Disability of the Optionee, the Option may be exercised by the
Optionee (or the Optionee’s 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 Optionee’s Service Provider relationship shall be deemed to have terminated
on account of death if the Optionee dies within three (3) months after the Optionee’s termination
the Service Provider relationship.




          (b) Exercise Prevented by Applicable Laws. Except as provided in this Section 7, the
Option shall terminate and may not be exercised after the Optionee’s Service Provider relationship
terminates unless the exercise of the Option in accordance with this Section 7 is prevented by the
provisions of Section 4(f). If the exercise of the Option is so prevented, the Option shall remain
exercisable until three (3) months after the date the Optionee is notified by the Company or its
Parent or Subsidiary for whom the Optionee provides service that the Option is exercisable but in
no event later than the Option Termination Date.




          (c) Leave 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 return to active service.




          (d) No Guarantee of Continued Service. OPTIONEE 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 THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE 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 OPTIONEE’S RIGHT OR THE COMPANY’S (OR ANY PARTICIPATING COMPANY’S) RIGHT
TO TERMINATE OPTIONEE’S RELATIONSHIP AS AN EMPLOYEE OR OTHER SERVICE PROVIDER AT ANY TIME, WITH OR
WITHOUT CAUSE OR NOTICE.




     8. Rights as a Shareholder or Employee. The Optionee shall have no rights as a
shareholder with respect to any Shares until the date of the issuance of a certificate or
certificates 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 certificate or certificates are issued.



     9. 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 Optionee shall, at the request of the
Company, promptly present to the Company any and all certificates representing Shares acquired
pursuant to this Option in the possession of the Optionee in order to effectuate the provisions of
this Section.



     10. 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.



     11. Amendment or Termination. The Company reserves the right to impose other
requirements on the Optionee’s participation in the Plan, on the Option and on any Shares acquired
under the Plan, to the extent the Company determines it is necessary or advisable in



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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 Option; provided, however,
that no such amendment or termination may adversely affect the Option or any unexercised portion
hereof without the consent of the Optionee.




     12. Integrated Agreement. This Award Agreement and the Plan, including any sub-plan
to the Plan, constitute the entire understanding and agreement of the Optionee and the Company with
respect to the subject matter contained herein, and there are no agreements, understandings,
restrictions, representations, or warranties among the Optionee 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.



     13. Applicable Law. This 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.



     14. Data Privacy. The Optionee 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 Optionee’s participation
in the Plan.



     The Optionee understands that the Employer, the Company and its Subsidiaries hold certain
personal information about the Optionee including, but not limited to, the Optionee’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 Optionee’s favor, for the purpose of
managing and administering the Plan (“Data”).



     The Optionee 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 Optionee 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 Optionee’s country. The Optionee 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 Optionee 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 Optionee’s participation in the Plan. The Optionee
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 Optionee 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 Optionee’s refusal to consent or withdrawal of



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consent, the Optionee understands that he or she may contact the Company’s Stock Administration
Department.




     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
Optionee 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.


Stock Administrator

3Com Corporation

350 Campus Drive

Marlborough, MA 01752, U.S.A.

Stock_Administration@3Com.com




     16. Nature of the Grant. In accepting the Option, the Optionee 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 Option is voluntary and occasional and does not create any contractual or other right
to receive future Options, or benefits in lieu of Options even if Options have been awarded
repeatedly in the past;




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




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




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




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




          (g) Options and the Shares subject to the Options 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 Options and the Optionee’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 Options, no claim or entitlement to compensation or
damages arises from forfeiture of the Options resulting from termination of the




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Optionee’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 Optionee
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) Options 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.




     17. Language. If the Optionee 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.



     18. 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
Optionee 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.



     19. Addendum. Notwithstanding any provision in this Award Agreement, the Option and
the Shares acquired under the Plan shall be subject to any country-specific terms and conditions
set forth in the addendum to this Award Agreement, if any. Moreover, if the Optionee 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 Optionee, to the extent the Company determines that the application
of such terms and conditions is necessary or advisable in order to comply with local law or
facilitate the administration of the Plan. The addendum constitutes part of this Award Agreement.



     20. No Compensation Deferral. Neither the Plan nor this Agreement is intended to
provide for a deferral of compensation that would be subject to Code Section 409A (“Section 409A”).
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 Option) become subject to the requirements of Section 409A,
provided however that the Company makes no representation that the Option is not subject to Section
409A nor makes any undertaking to preclude Section 409A from applying to the Option.



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



     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.



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