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.
(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.
THIS AGREEMENT, THE
EMPLOYMENT AGREEMENT AND THE AGREEMENTS SPECIFIED IN SECTION 8 OF THE EMPLOYMENT
AGREEMENT (AS IN EFFECT FROM TIME TO TIME) (TOGETHER, THE "AGREEMENT") REPRESENT
THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE COMPANY AND EMPLOYEE
CONCERNING EMPLOYEE'S EMPLOYMENT RELATIONSHIP WITH THE COMPANY, AND SUPERSEDE
AND REPLACE ANY AND ALL PRIOR AGREEMENTS AND UNDERSTANDINGS CONCERNING
EMPLOYEE'S EMPLOYMENT RELATIONSHIP WITH THE COMPANY, INCLUDING THE OFFER LETTER
TO EMPLOYEE DATED JUNE 16, 1998.
(D)
CHOICE OF LAW.
THE VALIDITY,
INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED
BY THE LAWS OF THE STATE OF CALIFORNIA.
7
(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.
8
IN WITNESS WHEREOF, each of the parties has executed this Agreement.
COMPANY
3COM CORPORATION
By:
ERIC BENHAMOU
Title:
Chairman
and
By:
MARK D. MICHAEL
Title:
S.V.P., General Counsel & Secretary
EMPLOYEE
By:
BRUCE L. CLAFLIN
9
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