Exhibit 10.3


 


3COM CORPORATION


 


MANAGEMENT RETENTION AGREEMENT


 


This Management Retention
Agreement (the “Agreement”) is made and entered into by and between Mark Slaven
(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 EVP & CFO, Corporate Finance 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


 


5

















 


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


 


6

















 


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/ Mark Slaven

  	
   

  
	
   

  	
   

  	
  Mark Slaven

  
					



 


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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


 


3

















 


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: