Exhibit 10.2


 


3COM CORPORATION


 


MANAGEMENT RETENTION AGREEMENT


 


Amended and Restated as of July 15, 2003


 


This Management Retention Agreement (the “Agreement”) is made and
entered into by and between Dennis Connors (the “Employee”) and 3Com
Corporation (the “Company”), amended and restated effective as of July 15,
2003.


 


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 (as defined below) 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 or certain terminations of
employment following the disposition of certain Commworks assets 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 more than


 


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3 months 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 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; Special Commworks Asset Disposition Provisions.


 


(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 (as updated to reflect applicable state and
federal law), 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


 


2

















 


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.


 


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


 


(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.


 


(e)                                  Special
Provisions Following Commworks Asset Disposition.  The Company and Employee agree that because (i) a substantial
portion of the Commworks assets have been acquired by UTStarcom, Inc., (ii)
Employee has subsequently accepted a Section 16 officer position with the
Company, and (iii) the Company is allowing Employee, on an interim basis
(through June 1, 2004), to commute from Texas to the Company’s new
corporate headquarters in Marlborough, Massachusetts, with certain commuting
expenses reimbursed on a grossed-up basis (the “Commuting Benefit”) as set
forth in the letter agreement by and between the Company and Employee effective
June 1, 2003 (the “6/1/03 Letter Agreement”), 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 (as updated to reflect
applicable state and federal law), Employee shall be eligible to receive the
benefits set forth in Section 3(a) hereof in the event that either (A) he
is required to relocate his primary residence to the Company’s corporate
headquarters in Marlborough, Massachusetts by June 1, 2004, Employee
declines to relocate and Employee’s employment terminates thereafter on a date
specified by the Company’s CEO after consulting with Employee, or (B) the
Company ceases or reduces the level of Employee’s Commuting Benefits and his
employment with the Company terminates other than for Cause, death or
Disability within 90 days thereafter; 
provided, however, that Employee shall furnish the Company with prior
written notice of


 


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his intention to terminate employment due to a cessation or reduction
in the level of his Commuting Benefits and, with respect to any cessation or
reduction in the level of Employee’s Commuting Benefits that are unintentional
or insignificant, a period of 15 days from the Company’s receipt of such
written notice to cure the cessation or reduction of such Commuting
Benefits.  The Company may, in its sole
discretion, extend the period in which Employee is allowed to commute to
Marlborough by a period of up to one year by means of a writing or e-mail from
the CEO of the Company to Employee.  In
the event of such an extension of up to one year, no benefits shall be payable to
Employee pursuant to this special Section 3(e) on account of any
termination of Employee’s employment with the Company occurring more than
ninety (90) days following the termination of the extension period.  In the event there is no extension, then no
benefits shall be payable to Employee pursuant to this special
Section 3(e) on account of any termination of Employee’s employment with
the Company occurring more than the later or (i) ninety (90) days following
June 1, 2004, or (ii) a date mutually agreed upon by the CEO and Employee in
writing or by e-mail.


 


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 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


 


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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 or severance
benefit trigger under Section 3(e) hereof, as applicable, and
(ii) 100% of the Employee’s Target Bonus.


 


(b)                                 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.


 


(c)                                  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


 


(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


 


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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.


 


(d)                                 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.


 


(e)                                  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.


 


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


 


(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
Executive Vice-President, World-Wide Operations 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 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


 


6

















 


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 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.


 


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(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

  
	
   

  	
   

  	
   

  
	
   

  	
  and

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark D.
  Michael

  
	
   

  	
   

  	
  MARK D.
  MICHAEL

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:  S.V.P., General Counsel & Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  EMPLOYEE

  	
  By:

  	
  /s/ Dennis
  Connors

  
	
   

  	
   

  	
  DENNIS
  CONNORS

  



 


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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


 


2

















 


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


 


3

















 


the terms 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.


 


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


 


 


	
   

  	
  3Com
  Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EMPLOYEE, an
  individual

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated: