exv10w4






Exhibit 10.4




3COM CORPORATION

2003 STOCK PLAN, AS AMENDED

STOCK APPRECIATION RIGHT AGREEMENT




     3Com Corporation (the “Company”) has granted to the Participant defined below a Stock
Appreciation Right (“SAR”) covering 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 appreciation right agreement (“Award Agreement”).



     1. Definitions:



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




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




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




          (d) “Number of Shares Covered by the SAR” shall mean the “Total Number of SARs Covered by this
SAR” as set forth in the Notice of Grant.




          (e) “Exercise Price” shall mean the “Exercise Price” 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) “SAR Termination Date” shall mean the date occurring seven (7) years after the Date of
Grant.




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




     2. Grant of SAR. The Administrator of the Company hereby grants to the Participant
named in the Notice of Grant a SAR covering Shares as set forth in the Notice of Grant, at the
exercise price per Share set forth in the Notice of Grant, and subject to the terms and conditions
of the Plan, which is incorporated herein by reference and this Award Agreement.



     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 SAR. Any officer of a Parent or Subsidiary
for whom Participant 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.



     4. Exercise of the SAR:



          (a) Right to Exercise. The SAR shall be exercisable during its term in accordance with
the vesting schedule set forth in the Notice of Grant and with the applicable provisions of the
Plan and this Award Agreement. [The SAR shall first become exercisable on the Initial Vesting
Date. The SAR shall be exercisable on and after the Initial Vesting Date and prior to the




			
	 	 	 
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termination of the SAR in the amount equal to the Number of Shares covered by the SAR
multiplied by the Vested Ratio as set forth in Section 1(g) less the number of SARs previously
exercised.] In no event shall the SAR be exercisable with respect to more Shares than the Total
Number of Shares Covered by this SAR. Upon exercise of the SAR, the Participant shall receive from
the Company the difference between the Fair Market Value of a Share on the date of exercise over
the exercise price; multiplied by the number of Shares with respect to which the SAR is exercised
in cash, in Shares or in some combination thereof, as determined by the Administrator in its sole
discretion




          (b) Method of Exercise. The SAR shall be exercisable by written or electronic notice
to the Company which shall state the election to exercise the SAR, the number of Shares being
exercised, and such other representations and agreements as to the Participant’s investment intent
with respect to the SAR as may be required pursuant to the provisions of this Award Agreement.
Such notice shall be signed by the Participant and shall be delivered to the Company’s Stock
Administration Department, or other authorized representative of the Company, prior to the
termination of the SAR as set forth in Section 6 below.




          (c) Form of Payment. The Company shall satisfy its obligation upon exercise of the
SAR in cash, Shares, or in some combination thereof, as determined by the Administrator in its sole
discretion.




          (d) Withholding. Regardless of any action the Company or the Participant’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 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 this SAR, including the grant of
the SAR, the vesting of the SAR, or the exercise of the SAR; and (ii) do not commit to and are
under no obligation to structure the terms of the Award or any aspect of the SAR 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 Date of Grant 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.




     At the time the SAR 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 SAR. The Participant will make adequate provision for the
Company to meet its minimum withholding obligations. 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 exercise of the SAR in cash, in Shares, or in
some combination thereof, as determined by the Administrator in its sole discretion.



     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.



			
	 	 	 
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          (e) Restriction on Grant of SARs. The grant of the SAR and the issuance of proceeds
with respect to the exercise of the SAR shall be subject to compliance with all Applicable Laws.
As a condition to the exercise of the SAR, the Company may require the Participant to satisfy any
qualifications that may be necessary or appropriate, to evidence compliance with any Applicable Law
and to make any representation or warranty with respect thereto as may be requested by the Company.




     5. Non-Transferability of the SAR. The SAR 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 Participant only by the Participant.



     6. Termination of the SAR. The SAR shall terminate and may no longer be exercised on
the first to occur of (i) the SAR Termination Date as defined above, (ii) the last date for
exercising the SAR following termination of employment as described in Section 7, or as otherwise
set forth in the Plan.



     7. Termination of Employee:



          (a) Termination of SAR. If the Participant ceases to be a Service Provider for any
reason except by reason of death or Disability, the SAR, 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 SAR Termination
Date. If the Participant’s Service Provider relationship is terminated because of the death of the
Participant or Disability of the Participant, the SAR may be exercised by the Participant (or the
Participant’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 SAR 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 the Service
Provider relationship.




          (b) Exercise Prevented by Applicable Laws. Except as provided in this Section 7, the
SAR shall terminate and may not be exercised after the Participant’s employment with a
Participating Company terminates unless the exercise of the SAR in accordance with this Section 7
is prevented by the provisions of Section 4(e). If the exercise of the SAR is so prevented, the
SAR shall remain exercisable until three (3) months after the date the Participant is notified by
the Participating Company that the SAR is exercisable but in no event later than the SAR
Termination Date.




          (c) Leave of Absence. Unless the Administrator provides otherwise or as otherwise
required by Applicable Laws, the SAR 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. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE
VESTING OF THE SAR PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS AN
EMPLOYEE OR SERVICE PROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING
GRANTED THIS SAR). 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 SERVICE PROVIDER FOR THE VESTING
PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY




			
	 	 	 
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WITH THE PARTICIPANT’S RIGHT
OR THE COMPANY’S (OR ANY PARTICIPATING COMPANY’S) RIGHT TO TERMINATE THE PARTICIPANT’S RELATIONSHIP
AS AN EMPLOYEE OR SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE OR NOTICE.




     8. Rights as a Shareholder or Employee. The Participant shall have no rights as a
shareholder with respect to any Shares covered by the SAR.



     9. 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.



     10. Amendment or Termination. The Company reserves the right to impose other
requirements on the Participant’s participation in the Plan or on the SAR, 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 SAR; provided, however, that no such amendment or termination may adversely affect the
SAR without the consent of the Participant.



     11. 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.



     12. 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.



     13. 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



			
	 	 	 
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(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
Participant 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.




     14. 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.


Stock Administrator

3Com Corporation

350 Campus Drive

Marlborough, MA 01752, U.S.A.

Stock_Administration@3Com.com




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




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




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




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




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




			
	 	 	 
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          (g) SARs and the Shares subject to the SARs 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 SARs 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 SARs, no claim or entitlement to compensation or damages
arises from forfeiture of the SARs 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) SARs 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.




     16. 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.



     17. 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.



     18. Addendum. Notwithstanding any provision in this Award Agreement, the SAR shall
be subject to any country-specific terms and conditions set forth in the addendum to this Award
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 with local law or facilitate the administration of the
Plan. The addendum constitutes part of this Award Agreement.



     19. 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 of the U.S. Internal
Revenue Code (“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 SAR) become
subject to the requirements of Section 409A, provided however that the Company makes no



			
	 	 	 
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representation that the SAR is not subject to Section 409A nor makes any undertaking to preclude
Section 409A from applying to the SAR.




     20. 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 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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