Above Grade Severance Plan Effective September 11, 2006

Exhibit 10.33


3COM CORPORATION
ABOVE GRADE 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 Above Grade Severance Plan, formerly known as the Executive Team Severance Plan (the "Above Grade Plan"). All rights to participate in and receive benefits from the Above Grade Plan are governed solely by the terms and conditions of this Summary Plan Description. This Summary Plan Description supersedes and replaces all prior plan documents and summary plan descriptions governing the Above Grade Plan.


I. EFFECTIVE DATE


The Above Grade Plan is hereby amended and restated effective September 11, 2006.


II. ELIGIBILITY TO PARTICIPATE


Participation in the Above Grade Plan is restricted to active 3Com employees who are in position with a U.S. Salary Grade higher than 24 (or the international equivalent) and have not been designated by the Company as being subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934, as amended ("Executives").


III. ELIGIBILITY TO RECEIVE BENEFITS


Executives 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 Above Grade Plan will be conditioned upon the Executive'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 Executive'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 Executive 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


Executives who are eligible to receive benefits under the Above Grade Plan will be entitled to receive the following upon their execution of the Release Agreement:


A. Severance Amounts.


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


2. A pro-rated amount of the Executive'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


3Com Corporation Above Grade Severance Plan Amended and Restated 9/11/06


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the applicable bonus period, payable through the Company's regular bonus payment practices and subject to all applicable taxes and withholdings.


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 Executive as of the Termination Date. If the Executive 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 Executive'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 Executive becomes eligible for coverage under another employer's group health, dental, or vision insurance plan(s). The Executive 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 Executive 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 Executive 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 Executive 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 Executive'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 Executive becomes eligible for coverage under another employer's life insurance plan.


D. Equity Compensation. Six (6) months of accelerated vesting of outstanding stock options, restricted stock, and restricted stock units issued to the Officer that are subject to time-based vesting.


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 Executive's Termination Date. Payments under this 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 Executive in connection with his/her employment; (ii) the Executive being convicted of a felony, (iii) a willful act by the Executive which constitutes gross misconduct and which is injurious to the Company, or (iv) following delivery to the Executive of a written demand for performance from the Company which describes the basis for the Company's reasonable belief that the Executive has not substantially performed his/her duties, continued violation(s) of the Executive's obligations to the Company which are demonstrably willful and deliberate on the Executive's part.


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


C. "Voluntary Termination for Good Reason" shall mean the Executive's voluntary resignation within thirty (30) days after the occurrence of any of the following events without the Executive's consent: (i) a material reduction of the Executive's material duties or title, relative to ...