Offer Letter - Donald M. Halsted III

June 17, 2004


Donald M. Halsted, III [Personal Information Omitted]


Dear Don:


It is my pleasure to extend to you an offer of employment with 3Com Corporation ("3Com" or the "Company") as Senior Vice President - Finance in the Finance organization. You will work out of the Company's Marlborough, Massachusetts office, initially reporting directly to Mark Slaven. Your start date is to be determined but will be no later than August 2, 2004.


Your base salary will be $13,541.67, paid semi-monthly in accordance with the Company's regular payroll practices ($325,000.00 annualized). You will be eligible to participate in the Company's discretionary bonus plan, 3Bonus. Your 3Bonus target amount will be 65% of your base salary, payable semi-annually. Payments under the 3Bonus plan are discretionary and are based on various factors, including Company and individual performance.


You will receive an employee stock option grant of 425,000 shares of 3Com common stock subject to the necessary approvals; provided, however, that no stock options shall be deemed to have been granted until you have signed the Company's stock option agreement. The option price for the shares subject to this initial grant will be the closing stock price of 3Com common stock on the NASDAQ national market on your start date referenced above, or if the NASDAQ national market is closed on your start date, the closing stock price on the last trading day prior to your start date. You will also receive 50,000 shares of restricted stock. Your stock awards are subject to the terms and conditions of the 3Com Corporation 2003 Stock Plan and shall vest in equal amounts annually over four (4) years from your start date.


In addition, as a signing bonus, you will receive 30,000 shares of restricted stock which shall vest in equal amounts annually over two (2) years from your start date. This grant shall be otherwise subject to the terms and conditions of the 3Com Corporation 2003 Stock Plan.


3Com also offers a competitive complement of benefits. You will be eligible to accrue 20 days of Personal Time Off per year, subject to the terms and conditions of the Company's Personal Time Off policy. 3Com also has 11 Compan ...