Exhibit
10.5


 


3COM
CORPORATION


 


MANAGEMENT
RETENTION AGREEMENT


 


This Management Retention Agreement (the “Agreement”) is made and
entered into by and between Anik Bose (the “Employee”) and 3Com Corporation
(the “Company”).


 


R E C I T A L
S


 


A.                                   It
is expected that the Company from time to time will consider the possibility of
an acquisition by another company or other change of control.  The Board of Directors of the Company (the
“Board”) recognizes that such consideration can be a distraction to the Employee
and can cause the Employee to consider alternative employment
opportunities.  The Board has determined
that it is in the best interests of the Company and its stockholders to assure
that the Company will have the continued dedication and objectivity of the
Employee, notwithstanding the possibility, threat or occurrence of a Change of
Control of the Company.


 


B.                                     The
Board believes that it is in the best interests of the Company and its
stockholders to provide the Employee with an incentive to continue his employment
and to motivate the Employee to maximize the value of the Company upon a Change
of Control for the benefit of its stockholders.


 


C.                                     The
Board believes that it is imperative to provide the Employee with severance
benefits upon Employee’s termination of employment within 3 months prior to or
within 12 months following a Change of Control which provides the Employee with
enhanced financial security and provides incentive and encouragement to the
Employee to remain with the Company notwithstanding the possibility of a Change
of Control.


 


D.                                    Certain
capitalized terms used in the Agreement are defined in Section 5 below.


 


The parties hereto agree as follows:


 


1.               Term of Agreement.  This Agreement shall terminate upon the date
that all obligations of the parties hereto with respect to this Agreement have
been satisfied.


 


2.               At-Will Employment.  The Company and the Employee acknowledge
that the Employee’s employment is and shall continue to be at-will, as defined
under applicable law, and may be terminated by either party at any time, with
or without cause.  If the Employee’s
employment terminates for any reason, including (without limitation) any
termination prior to a Change of Control, the Employee shall not be entitled to
any payments, benefits, damages, awards or compensation other than as provided
by this Agreement, or as may otherwise be


 


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available in accordance with the Company’s established employee plans
or pursuant to other written agreements with the Company.


 


3.               Change of Control Severance Benefits.


 


(a)          Involuntary Termination other than for
Cause, Death or Disability or Voluntary Termination for Good Reason Within
Three (3) Months Prior to or Within Twelve (12) Months Following A Change of
Control.  If, within three (3)
months prior to or within twelve (12) months following a Change of Control,
Employee’s employment is terminated (i) involuntarily by the Company other than
for Cause, death or Disability or (ii) by the Employee pursuant to a Voluntary
Termination for Good Reason, then, subject to Employee entering into a standard
form of mutual release of claims with the Company in substantially the form
attached hereto as Exhibit A, the Company shall provide Employee with the
following benefits upon such termination:


 


(i)                                     Lump-Sum
Payment.  A lump-sum cash payment in
an amount equal to one hundred percent (100%) of the Employee’s Annual
Compensation;


 


(ii)                                  Continued
Employee Benefits. The Company shall provide Company-paid health, dental,
vision, long-term disability and life insurance coverage at the same level of
coverage as was provided to such Employee immediately prior to the termination
of employment and at the same ratio of Company premium payment to Employee
premium payment as was in effect immediately prior to the termination of
employment (the “Company-Paid Coverage”). 
If such coverage included the Employee’s dependents immediately prior to
the Change of Control, such dependents shall also be covered at Company
expense.  Company-Paid Coverage shall
continue until the earlier of (i) two years from the date of termination,
or (ii) the date upon which the Employee and his dependents become covered
under another employer’s group health, dental, vision, long-term disability or
life insurance plans that provide Employee and his dependents with comparable
benefits and levels of coverage.  For
purposes of Title X of the Consolidated Budget Reconciliation Act of 1985
(“COBRA”), the date of the “qualifying event” for Employee and his or her
dependents shall be the date upon which the Company-Paid Coverage commences,
and each month of Company-Paid Coverage provided hereunder shall offset a month
of continuation coverage otherwise due under COBRA.


 


(iii)                               Pro-Rated
Bonus Payment.  A lump-sum cash
payment equal to 100% of such Employee’s target bonus as in effect for the
fiscal year in which the Change of Control occurs, pro-rated by multiplying
such bonus amount by a fraction, the numerator of which shall be the number of
days prior to occurrence of the Change of Control during such fiscal year, and
the denominator of which shall be three-hundred and sixty-five.


 


(iv)                              Equity
Compensation Accelerated Vesting. 
One hundred percent (100%) of the unvested portion of any stock option,
restricted stock or other Company equity compensation held by the Employee
shall automatically be accelerated in full so as to become completely vested;
provided, however, that if this is due to a termination occurring within three
months prior to a Change of Control, such acceleration shall become effective
upon the date of the Change of Control.


 


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(v)                                 Extension
of Stock Option Post-Termination Exercisability.  The post-termination exercise period of any outstanding Company
stock options held by Employee shall be extended to the lesser of (A) one year
from the date of Employee’s termination, or (B) the original option term.


 


(b)         Voluntary Resignation; Termination For
Cause.  If the Employee’s employment
terminates by reason of the Employee’s voluntary resignation (and is not a
Voluntary Termination for Good Reason), or if the Employee is terminated for
Cause, then the Employee shall not be entitled to receive severance or other
benefits except for those (if any) as may then be established under the
Company’s then existing severance and benefits plans or pursuant to other
written agreements with the Company.


 


(c)          Disability; Death.  If the Employee’s employment with the
Company terminates as a result of the Employee’s Disability, or if Employee’s
employment is terminated due to the death of the Employee, then the Employee
shall not be entitled to receive severance or other benefits except for those
(if any) as may then be established under the Company’s then existing severance
and benefits plans or pursuant to other written agreements with the Company.


 


(d)         Termination Apart from Change of Control.  In the event the Employee’s employment is
terminated for any reason, either prior to three (3) months before the
occurrence of a Change of Control or after the twelve (12) month period
following a Change of Control, then the Employee shall be entitled to receive
severance and any other benefits only as may then be established under the
Company’s existing severance and benefits plans or pursuant to other written
agreements with the Company.


 


4.               Golden Parachute Excise Taxes.


 


(a)          Parachute Payments of Less than 3.59 x
Base Amount.  In the event that the
benefits provided for in this agreement or otherwise payable to Employee
(a) constitute “parachute payments” within the meaning of
Section 280G of the Internal Revenue Code of 1986, as amended (the
“Code”), (b) would be subject to the excise tax imposed by
Section 4999 of the Code, and (c) the aggregate value of such parachute payments,
as determined in accordance with Section 280G of the Code and the proposed
Treasury Regulations thereunder (or the final Treasury Regulations, if they
have then been adopted) is less than the product obtained by multiplying 3.59
by Employee’s “base amount” within the meaning of  Code Section 280G(b)(3), then such benefits shall be reduced
to the extent necessary (but only to that extent) so that no portion of such
benefits will be subject to excise tax under Section 4999 of the Code.


 


(b)         Parachute Payments Equal to or Greater than
3.59 x Base Amount.  In the event
that the benefits provided for in this agreement or otherwise payable to
Employee (a) constitute “parachute payments” within the meaning of
Section 280G of the Code, (b) would be subject to the excise tax imposed
by Section 4999 of the Code, and (c) the aggregate value of such parachute
payments, as determined in accordance with Section 280G of the Code and
the proposed Treasury Regulations thereunder (or the final Treasury
Regulations, if they have then been adopted) is equal to or greater than the
product obtained by multiplying 3.59 by Employee’s “base amount” within the
meaning of  Code
Section 280G(b)(3), then the Employee shall receive (i) a payment from
the


 


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Company sufficient to pay such excise tax, plus (ii) an additional
payment from the Company sufficient to pay the excise tax and federal and state
income and employment taxes arising from the payments made by the Company to
Employee pursuant to this sentence.


 


(c)          280G Determinations.       Unless the Company and the Employee otherwise
agree in writing, the determination of Employee’s excise tax liability and the
amount required to be paid or reduced under this Section 4 shall be made
in writing by the Company’s independent auditors who are primarily used by the
Company immediately prior to the Change of Control (the “Accountants”).  For purposes of making the calculations
required by this Section 4, the Accountants may make reasonable
assumptions and approximations concerning applicable taxes and may rely on
reasonable, good faith interpretations concerning the application of Sections
280G and 4999 of the Code.  The Company
and the Employee shall furnish to the Accountants such information and
documents as the Accountants may reasonably request in order to make a
determination under this Section.  The
Company shall bear all costs the Accountants may reasonably incur in connection
with any calculations contemplated by this Section 4.


 


5.               Definition of Terms.  The following terms referred to in this
Agreement shall have the following meanings:


 


(a)          Annual Compensation.  “Annual Compensation” shall mean an amount
equal to the sum of (i) the Employee’s Company annual base salary as in
effect immediately preceding the Change of Control, and (ii) 100% of the
Employee’s Target Bonus.


 


(b)         Target Bonus.  “Target Bonus” shall mean Employee’s annual bonus, assuming 100%
“on target” satisfaction of any objective or subjective performance milestones.


 


(c)          Cause.  “Cause” shall mean (i) an act of personal dishonesty taken
by the Employee in connection with his responsibilities as an employee and
intended to result in substantial personal enrichment of the Employee,
(ii) Employee being convicted of a felony, (iii) a willful act by the
Employee which constitutes gross misconduct and which is injurious to the
Company, (iv) following delivery to the Employee of a written demand for
performance from the Company which describes the basis for the Company’s
reasonable belief that the Employee has not substantially performed his duties,
continued violations by the Employee of the Employee’s obligations to the
Company which are demonstrably willful and deliberate on the Employee’s part.


 


(d)         Change of Control.  “Change of Control” means the occurrence of
any of the following events:


 


(i)                                     Any
Person becomes the “beneficial owner” (as defined in Rule 13d-3 under said
Act), directly or indirectly, of securities of the Company representing fifty
percent (50%) or more of the total voting power represented by the Company’s
then outstanding voting securities; or


 


(ii)                                  The
consummation of the sale or disposition by the Company of all or substantially
all the Company’s assets; or


 


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(iii)                               The
consummation of a merger or consolidation of the Company with any other
corporation, other than a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) at least fifty percent (50%) of
the total voting power represented by the voting securities of the Company or
such surviving entity outstanding immediately after such merger or
consolidation; or


 


(iv)                              A
change in the composition of the Board occurring within a two-year period, as a
result of which fewer than a majority of the directors are Incumbent
Directors.  “Incumbent Directors” shall
mean directors who either (A) are directors of the Company as of the date
upon which this Agreement was entered into, or (B) are elected, or
nominated for election, to the Board with the affirmative votes of at least a
majority of those directors whose election or nomination was not in connection
with any transaction described in subsections (i), (ii), or (iii) above, or in
connection with an actual or threatened proxy contest relating to the election
of directors to the Company.


 


(e)          Disability.  “Disability” shall mean that the Employee has been unable to
perform his Company duties as the result of his incapacity due to physical or
mental illness, and such inability, at least 26 weeks after its commencement,
is determined to be total and permanent by a physician selected by the Company
or its insurers and acceptable to the Employee or the Employee’s legal
representative (such Agreement as to acceptability not to be unreasonably
withheld).  Termination resulting from
Disability may only be effected after at least 30 days’ written notice by the
Company of its intention to terminate the Employee’s employment.  In the event that the Employee resumes the
performance of substantially all of his duties hereunder before the termination
of his employment becomes effective, the notice of intent to terminate shall
automatically be deemed to have been revoked.


 


(f)            Person.  “Person” shall have the same meaning accorded to such term in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended.


 


(g)         Voluntary Termination for Good Reason.  “Voluntary Termination for Good Reason”
shall mean the Employee voluntarily resigns after the occurrence of any of the
following: (i) without the Employee’s express written consent, a material
reduction of the Employee’s duties, title, authority or responsibilities,
relative to the Employee’s duties, title, authority or responsibilities as in
effect immediately prior to such reduction, or the assignment to Employee of
such reduced duties, title, authority or responsibilities; provided, however,
that a reduction in duties, title, authority or responsibilities solely by
virtue of the consummation of a Change of Control (as, for example, when the
Company’s Vice President, Corporate Business Development remains as such
following a Change of Control) shall not by itself constitute grounds for a
“Voluntary Termination for Good Reason;” (ii) without the Employee’s
express written consent, a material reduction of the facilities and perquisites
(including office space and location) available to the Employee immediately
prior to such reduction, other than a reduction generally applicable to all
senior management of the Company; (iii) a reduction by the Company in the
base salary of the Employee as in effect immediately prior to such reduction;
(iv) a material reduction by the Company in the aggregate level of
employee benefits, including bonuses, to which the Employee was entitled
immediately prior to such reduction with the result that the Employee’s
aggregate benefits package


 


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is materially reduced (other than a reduction that generally applies to
Company employees); (v) the relocation of the Employee to a facility or a
location more than thirty-five (35) miles from the Employee’s then present
location, without the Employee’s express written consent; or (vi) any act
or set of facts or circumstances which would, under California case law or
statute constitute a constructive termination of the Employee.


 


6.               Non-Solicitation.  In consideration for the severance benefits
Employee is to receive herein, if any, Employee agrees that he or she will not,
at any time during the one year following his or her termination date, directly
or indirectly solicit any individuals to leave the Company’s (or any of its
subsidiaries’) employ for any reason or interfere in any other manner with the
employment relationships at the time existing between the Company (or any of
its subsidiaries) and its current or prospective employees.


 


7.               Successors.


 


(a)          Company’s Successors.  Any successor to the Company (whether direct
or indirect and whether by purchase, merger, consolidation, liquidation or
otherwise) to all or substantially all of the Company’s business and/or assets
shall assume the obligations under this Agreement and agree expressly to
perform the obligations under this Agreement in the same manner and to the same
extent as the Company would be required to perform such obligations in the
absence of a succession.  For all
purposes under this Agreement, the term “Company” shall include any successor
to the Company’s business and/or assets which executes and delivers the
assumption agreement described in this Section 7(a) or which becomes bound
by the terms of this Agreement by operation of law.


 


(b)         Employee’s Successors.  The terms of this Agreement and all rights
of the Employee hereunder shall inure to the benefit of, and be enforceable by,
the Employee’s personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees.


 


8.               Notice.


 


(a)          General.  Notices and all other communications contemplated by this
Agreement shall be in writing and shall be deemed to have been duly given when
personally delivered or one day following mailing via Federal Express or similar
overnight courier service.  In the case
of the Employee, mailed notices shall be addressed to him at the home address
which he most recently communicated to the Company in writing.  In the case of the Company, mailed notices
shall be addressed to its corporate headquarters, and all notices shall be
directed to the attention of its Secretary.


 


(b)         Notice of Termination.  Any termination by the Company for Cause or
by the Employee pursuant to a Voluntary Termination for Good Reason shall be
communicated by a notice of termination to the other party hereto given in
accordance with Section 8(a) of this Agreement.  Such notice shall indicate the specific termination provision in
this Agreement relied upon, shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination under the provision so
indicated, and shall specify the termination date (which shall be not more than
30 days after the giving of such notice). 
The failure by the Employee to include in the notice any


 


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fact or circumstance which contributes to a
showing of Voluntary Termination for Good Reason shall not waive any right of
the Employee hereunder or preclude the Employee from asserting such fact or
circumstance in enforcing his rights hereunder.


 


9.               Miscellaneous Provisions.


 


(a)          No Duty to Mitigate.  The Employee shall not be required to
mitigate the value of any benefits contemplated by this Agreement, nor shall
any such benefits be reduced by any earnings or benefits that the Employee may
receive from any other source.


 


(b)         Waiver.  No provision of this Agreement shall be modified, waived or
discharged unless the modification, waiver or discharge is agreed to in writing
and signed by the Employee and by two authorized officers of the Company (other
than the Employee).  No waiver by either
party of any breach of, or of compliance with, any condition or provision of
this Agreement by the other party shall be considered a waiver of any other condition
or provision or of the same condition or provision at another time.


 


(c)          Whole Agreement.  No agreements, representations or
understandings (whether oral or written and whether express or implied) which
are not expressly set forth in this Agreement have been made or entered into by
either party with respect to the subject matter hereof.  This Agreement represents the entire
understanding of the parties hereto with respect to the subject matter hereof
and supersedes all prior arrangements and understandings regarding same.


 


(d)         Choice of Law.  The validity, interpretation, construction
and performance of this Agreement shall be governed by the laws of the State of
California.


 


(e)          Severability.  The invalidity or unenforceability of any
provision or provisions of this Agreement shall not affect the validity or
enforceability of any other provision hereof, which shall remain in full force
and effect.


 


(f)            Counterparts.  This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which
together will constitute one and the same instrument.


 


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IN WITNESS WHEREOF, each of the parties has
executed this Agreement, in the case of the Company by its duly authorized
officers.


 


 


	
  COMPANY

  	
   

  	
  3COM CORPORATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce L. Claflin

  	
   

  
	
   

  	
   

  	
  BRUCE L. CLAFLIN

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title: 
  President & CEO

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EMPLOYEE

  	
  By:

  	
  /s/ Anik Bose

  	
   

  
	
   

  	
   

  	
  Anik Bose

  	
   

  



 


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EXHIBIT
A


 


MUTUAL
RELEASE OF CLAIMS


 


This Mutual Release of Claims (“Release”) is
made by and between 3Com Corporation, Inc. (the “Company”) and
                                              
(“Employee”).


 


RECITALS


 


WHEREAS, the Company and Employee (collectively referred to as “the
Parties”) have agreed that Employee is to receive certain severance benefits
pursuant to the agreement to which this Release is attached as Exhibit A
(the “Management Retention Agreement”);


 


NOW THEREFORE, in connection with the promises made herein and in the
Management Retention Agreement, the Company and Employee hereby agree as
follows:


 


1.               Confidential Information.  Employee shall continue to maintain the
confidentiality of all confidential and proprietary information of the Company
and shall  continue to comply with the
terms and conditions of the Confidential Information and Invention Assignment
Agreement previously entered into by and between the Company and Employee.


 


2.               Payment of Salary.  The Company represents and Employee
acknowledges and represents that the Company has paid (or will pay pursuant to
the terms of the applicable plan or program and the Management Retention
Agreement) all salary, wages, bonuses, commissions, accrued vacation and
expense reimbursements and any and all other benefits due to Employee through
the date of signing of this Release.


 


3.               Release of Claims.  Employee agrees that the severance benefits
provided pursuant to the Management Retention Agreement represent settlement in
full of all outstanding obligations owed to Employee by the Company or any
subsidiary of the Company.  Employee and
the Company, on behalf of themselves and their respective heirs, agents,
representatives, immediate family members, executors, assigns, directors,
employees, attorneys, investors, shareholders, administrators, affiliates,
divisions, subsidiaries, parents, predecessor and successor corporations,
hereby fully and forever release each other and their respective heirs, agents,
representatives, immediate family members, executors, assigns, directors,
employees, attorneys, investors, shareholders, administrators, affiliates,
divisions, subsidiaries, parents, predecessor and successor corporations and
agree not to sue or otherwise institute or cause to be instituted any legal or
administrative proceedings concerning any claim, duty, obligation or cause of
action relating to any matters of any kind, whether presently known or unknown,
suspected or unsuspected, that Employee or the Company may possess against each
other from any omissions, acts or facts that have occurred up until and including
the Effective Date of this Release including, without limitation,


 


(a)          any and all claims relating to or arising
from Employee’s relationship with the Company or any subsidiary of the Company
and the termination of that relationship;


 

















 


(b)         any and all claims relating to, or arising
from, Employee’s right to purchase, or actual purchase of shares of stock of
the Company or any subsidiary of the Company, including, without limitation,
any claims for fraud, misrepresentation, breach of fiduciary duty, breach of
duty under applicable state corporate law, and securities fraud under any state
or federal law;


 


(c)          any and all claims for wrongful discharge of
employment; termination in violation of public policy; discrimination; breach
of contract, both express and implied; breach of a covenant of good faith and
fair dealing, both express and implied; promissory estoppel; negligent or
intentional infliction of emotional distress; negligent or intentional
misrepresentation; negligent or intentional interference with contract or
prospective economic advantage; unfair business practices; defamation; libel;
slander; negligence; personal injury; invasion of privacy; false imprisonment;
and conversion;


 


(d)         any and all claims for violation of any
federal, state or municipal statute, including, but not limited to,
Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991,
the Age Discrimination in Employment Act of 1967, the Americans with
Disabilities Act of 1990, the Fair Labor Standards Act, the Employee Retirement
Income Security Act of 1974, The Worker Adjustment and Retraining Notification
Act, Older Workers Benefit Protection Act; the California Fair Employment and
Housing Act, and the California Labor Code and all amendments to each such Act
as well as the regulations issued thereunder;


 


(e)          any and all claims for violation of the
federal, or any state, constitution;


 


(f)            any and all claims arising out of any other
laws and regulations relating to employment or employment discrimination; and


 


(g)         any and all claims for attorneys’ fees and
costs.


 


Notwithstanding anything to the contrary in this Section 3,
nothing in this Release is intended to relieve the Company of its obligations
under California Labor Code section 2802 or any other federal or state statute
or common law principle of similar effect, and the release set forth under this
Section 3 does not  extend to any
obligations incurred under such statutes or principles or this Release.  Employee and the Company agree that the
release set forth in this Section 3 shall otherwise be and remain in
effect in all respects as a complete general release as to the matters
released.


 


4.               Acknowledgment of Waiver of Claims
under ADEA.  Employee acknowledges
that he is waiving and releasing any rights he may have under the Age
Discrimination in Employment Act of 1967 (“ADEA”) and that this waiver and
release is knowing and voluntary. 
Employee and the Company agree that this waiver and release does not
apply to any rights or claims that may arise under the ADEA after the Effective
Date of this Release.  Employee
acknowledges that the consideration given for this waiver and Release is in
addition to anything of value to which Employee was already entitled.  Employee further acknowledges that he has
been advised by this writing that (a) he should consult with an attorney prior
to executing this Release; (b) he has at least twenty-one (21) days within
which to consider this Release; (c) he has seven (7) days following the
execution of this Release by the Parties to revoke the Release; and (d) this
Release shall not be effective until the revocation period has expired.  Any revocation should be in writing and
delivered


 


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to a member of the Board of Directors by close
of business on the seventh day from the date that Employee signs this Release.


 


5.               Civil Code Section 1542.  Employee and the Company represent that they
are not aware of any claim other than the claims that are released by this
Release.  Employee and the Company
acknowledge that they have been advised by legal counsel and are familiar with
the provisions of California Civil Code Section 1542, which provides as
follows:


 


A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS
WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME
OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED
HIS SETTLEMENT WITH THE DEBTOR.


 


Employee and the Company, being aware of said code section, agree to
expressly waive any rights they may have thereunder, as well as under any other
federal or state statute or common law principles of similar effect.


 


6.               No Pending or Future Lawsuits.  Employee and the Company represent to each
other that they have no lawsuits, claims, or actions pending in their name, or
on behalf of any other person or entity, against each other or any other person
or entity referred to herein.  Employee
and the Company also represent to each other that as of the Effective Date,
they do not have any basis for, and do not intend to bring any claims on their
behalf or on behalf of any other person or entity against each other or any
other person or entity referred to herein.


 


7.               No Cooperation.  Employee agrees that he will not counsel or
assist any attorneys or their clients in the presentation or prosecution of any
lawsuits, disputes, claims, charges, or complaints by any third party against
the Company (including any subsidiary of the Company, and/or any officer,
director, employee, agent, representative, shareholder or attorney of the
Company or any subsidiary in his, her or its capacity as such on behalf of the
Company or any subsidiary) unless under a subpoena, court order or otherwise
required by law to do so.


 


8.               Tax Consequences.  The Company makes no representations or warranties
with respect to the tax consequences of the payment of any sums to Employee
under the terms of the Management Retention Agreement and this Release.  Employee agrees and understands that he is
responsible for payment, if any, of local, state and/or federal taxes on the
sums paid thereunder by the Company and any penalties or assessments thereon.


 


9.               Costs.  The Parties shall each bear their own costs, expert fees,
attorneys’ fees and other fees incurred in connection with this Release.


 


10.         Authority.  The Company represents and warrants that the undersigned has the
authority to act on behalf of the Company and to bind the Company and all who
may claim through it to the terms and conditions of this Release.  Employee represents and warrants that he has
the capacity to act on his own behalf and on behalf of all who might claim
through him to bind them to the terms


 


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and conditions of this Release.  Each Party warrants and represents that
there are no liens or claims of lien or assignments in law or equity or
otherwise of or against any of the claims or causes of action released herein.


 


11.         No Representations.  Each Party represents that it has had the
opportunity to consult with an attorney, and has carefully read and understands
the scope and effect of the provisions of this Release.  Neither party has relied upon any
representations or statements made by the other party hereto which are not
specifically set forth in this Release.


 


12.         Severability.  In the event that any provision hereof becomes or is declared by
a court of competent jurisdiction to be illegal, unenforceable or void, this
Release shall continue in full force and effect without said provision.


 


13.         Entire Agreement.  This Release, the Management Retention
Agreement and the Confidential Information and Invention Assignment Agreement
previously entered into by and between the Company and Employee represent the
entire agreement and understanding between the Company and Employee concerning
the subject matter herein, and supersede and replace any and all prior
agreements and understandings.


 


14.         No Oral Modification.  This Release may only be amended in writing
signed by Employee and a duly authorized officer (other than Employee) of the
Company.


 


15.         Effective Date.  This Release is effective eight days after
it has been signed by both Parties (the “Effective Date”).


 


16.         Counterparts.  This Release may be executed in counterparts, and each
counterpart shall have the same force and effect as an original and shall
constitute an effective, binding agreement on the part of each of the
undersigned.


 


17.         Voluntary Execution of Release.  This Release is executed voluntarily and
without any duress or undue influence on the part or behalf of the Parties
hereto, with the full intent of releasing all claims.  The Parties acknowledge that:


 


(a)          They have read this Release;


 


(b)         They have been represented in the preparation,
negotiation, and execution of this Release by legal counsel of their own choice
or that they have voluntarily declined to seek such counsel;


 


(c)          They understand the terms and consequences of
this Release and of the releases it contains;


 


(d)         They are fully aware of the legal and binding
effect of this Release.


 


4

















 


IN WITNESS WHEREOF, the Parties have executed
this Release on the respective dates set forth below.


 


 


	
   

  	
  3Com Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EMPLOYEE, an individual

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated: