Corporation Section 16 Officer Severance Plan

3COM CORPORATION
SECTION 16 OFFICER SEVERANCE PLAN
PLAN DOCUMENT AND SUMMARY PLAN DESCRIPTION


Amended and Restated Effective September 11, 2006


This Plan Document and Summary Plan Description ("Summary Plan Description") is for all employees of 3Com Corporation ("3Com" or the "Company") who are eligible under the terms of the 3Com Section 16 Officer Severance Plan (the "Section 16 Plan"). All rights to participate in and receive benefits from the Section 16 Plan are governed solely by the terms and conditions of this Summary Plan Description. This Summary Plan Description supercedes and replaces all prior plan documents and summary plan descriptions governing the Section 16 Plan.


I. EFFECTIVE DATE The Section 16 Plan is hereby amended and restated effective September 11, 2006.


II. ELIGIBILITY TO PARTICIPATE Participation in the Section 16 Plan is restricted to active 3Com employees who have been designated by the Company, at its discretion and consistent with applicable law, as being subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934, as amended ("Officers").


III. ELIGIBILITY TO RECEIVE BENEFITS Officers who are employed by the Company are eligible to receive benefits upon the termination of their employment with 3Com under following circumstances: (a) an involuntary termination without Cause; or (b) a Voluntary Termination for Good Reason. The receipt of benefits under the Section 16 Plan will be conditioned upon the Officer's execution of and compliance with an agreement (the "Release Agreement") including, but not limited to, (i) a release of claims against the Company, its affiliates and representatives; (ii) a non-solicitation provision prohibiting the Officer's solicitation of any Company employee, business opportunity, client, customer, account, distributor or vendor for a period of one (1) year following the Termination Date; and (iii) a non-competition provision prohibiting the Officer from directly or indirectly engaging in, participating in or having a material ownership interest in a business in competition with the Company. The form and language of the Release Agreement shall be determined by the Company in its sole discretion.


IV. BENEFITS Officers who are eligible to receive benefits under the Section 16 Plan will be entitled to receive the following upon their execution of the Release Agreement:


A. Severance Amounts.


1. One (1) year of the Officer's annualized base salary as of the Termination Date, subject to all applicable taxes and withholdings; and


2. A pro-rated amount of the Officer's earned incentive bonus for the bonus period in which the Termination Date occurs, to be calculated by multiplying the earned bonus amount (based on the Company's actual attainment of applicable performance metrics) by a fraction, the numerator of which shall be the number of calendar days between the beginning of the applicable bonus period to the Termination Date and the denominator of which shall be the number of calendar days within the applicable bonus period, payable through the Company's regular bonus payment practices and subject to all applicable taxes and withholdings.


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3Com Corporation Section 16 Officer Severance Plan Amended and Restated 9/11/06


B. Health, Dental & Vision Benefits. Continuation of coverage under the Company's health, dental, and vision insurance plans ("Health Care Plans") pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") at the same level of coverage as was provided to and elected by the Officer as of the Termination Date. If the Officer timely and properly elects to continue coverage under the Company's Health Care Plans in accordance with COBRA, the Company shall continue to pay the Company-paid portion of the premiums for the Officer's elected coverage under the Health Care Plans until the earlier of: (i) one (1) year from the Termination Date, or (ii) the date upon which the Officer becomes eligible for coverage under another employer's group health, dental, or vision insurance plan(s). The Officer will remain obligated to pay the unsubsidized portion of the applicable premium(s) in order to continue Company-sponsored coverage. The Company-paid portion of any premium(s) is subject to change at the Company's discretion. To be eligible for continuation of coverage under the Health Care Plans, an Officer must be actively enrolled in the applicable Health Care Plan(s) as of the Termination Date. For purposes of Title X of COBRA, the date of the "qualifying event" for the Officer and his/her covered dependents shall be the Termination Date, and each month of Company-sponsored coverage continuation provided hereunder shall offset a month of coverage continuation otherwise due under COBRA. Upon the expiration of the one (1) year period, the Officer will be required to pay 102% of the premium to continue Company-sponsored coverage. Any continuation of Company-sponsored coverage shall be governed by COBRA and the terms and conditions of the applicable plan documents.


C. Life Insurance. Conversion of the Officer's basic term life insurance in effect immediately prior to the Termination Date to continue coverage until the earlier of (i) one (1) year from the Termination Date, or (ii) the date upon which the Officer becomes eligible for coverage under another employer's life insurance plan.


D. Equity Compensation.


1. Six (6) months of accelerated vesting of outstanding stock options, restricted stock, and restricted stock units issued to the Executive that are subject to time-based vesting. The accelerated vesting provided for herein will be effective as of the Termination Date.


2. Extension of the exercise period for vested stock options issued to the Executive to the earlier of: (i) one hundred and sixty-five (165) calendar days from the Termination Date; or (ii) the original term of the stock option grant.


All other compensation (including, without limitation, salary, bonuses and commissions) and employee benefits (including, without limitation, short-term and long-term disability insurance, Paid Time Off accrual, and vesting of equity compensation) will cease on the Officer's Termination Date. Payments under the Section 16 Plan will not be subject to 401(k) or Employee Stock Purchase Plan deductions. Except as provided herein, all equity compensation grants are subject to the terms and conditions of the applicable plan document(s).


V. DEFINITIONS


A. "Cause" shall mean (i) an act of theft, embezzlement or intentional dishonesty by the Officer in connection with his/her employment; (ii) the Officer being convicted of a felony, (iii) a willful act by the Officer which constitutes gross misconduct and which is injurious to the Company, or (iv) following delivery to the Officer of a written demand for performance from the Company which describes the basis for the Company's reasonable belief that the Officer has not substantially performed


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3Com Corporation Section 16 Officer Severance Plan Amended and Restated 9/11/06


his/her duties, continued violation(s) of the Officer's obligations to the Company which are demonstrably willful and deliberate on the Officer's part.


B. "Termination Date" shall mean the Officer's last date of employment with 3Com Corporation.


C. "Voluntary Termination for Good Reason" shall mean the Officer's voluntary resignation within thirty (30) days after the occurrence of any of the following events without the Officer's consent: ( ...