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/ 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