Hamilton Severance Benfits Agreement Dated February 28, 2007

Exhibit 10.28


SEVERANCE BENEFITS AGREEMENT


This Severance Benefits Agreement (the "Agreement") is made and entered into by and between James Hamilton (the "Executive") and 3Com Corporation ("3Com" or the "Company"), effective as of the date of the Executive's signature below (the "Effective Date"). 3Com and the Executive shall each individually be referred to herein as a "Party" and together as the "Parties."


WHEREAS, the Executive is currently employed by the Company as its President, TippingPoint Division and is eligible to receive severance benefits pursuant to the Company's Above Grade Severance Plan (as amended, the "Plan"); and


WHEREAS, the Executive's Severance Benefit Agreement dated February 3, 2006 is scheduled to terminate by its express terms on February 2, 2007; and


WHEREAS, the Company seeks to renew and reconfirm the Executive's eligibility for severance benefits to ensure the continued dedication and objectivity of the Executive and to provide the Executive with additional financial security.


NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree to the terms and conditions set forth in this Agreement.


1. Interpretation/Administration. The terms of this Agreement shall be governed by and administered pursuant to the provisions of the Plan. To the extent that there is any conflict between this Agreement and the terms of the Plan, the Plan provisions shall supersede and control; provided however that, notwithstanding the current Plan provisions or any amendments to the Plan after the Effective Date, the terms of eligibility and the severance benefits for which the Executive is eligible shall not be less than those set forth in this Agreement.


2. Term of Agreement. This Agreement shall be effective as of the Effective Date and shall terminate upon the Executive's last date of employment with the Company (the "Termination Date").


3. Eligibility to Receive Severance Benefits. The Company shall provide the Executive with the severance benefits described in Section 4 below upon the Company's involuntary termination of the Executive's employment with 3Com without Cause or the Executive's Voluntary Termination for Good Reason, as such terms are defined under the Plan, provided that the Executive signs and does not revoke an agreement (the "Release Agreement") including, without limitation: (i) a release of claims against the Company, its affiliates and representatives, (ii) a non-solicitation provision prohibiting the Executive's solicitation or hire of any Company employee, business opportunity, client, customer, account, distributor or vendor for a period of one (1) year following the Termination Date, (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 for a period of one (1) year following the Termination Date, and (iv) a non-disparagement provision. The form and language of the Release Agreement shall be determined by the Company in its sole discretion.


4. Severance Benefits. If the conditions provided in Section 3 above are fully satisfied, the Executive will be entitled to receive the following severance benefits:


1


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, paid through the Company's regular payroll practices for twelve (12) months, provided that the Executive has executed and has not revoked the Release Agreement and the Executive continues to comply with all terms and conditions of the Release Agreement during the twelve (12) month period; 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 and 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.


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, the Executive must be actively enrolled in the applicable Health Care Plan(s) as of the Termination Date. For purposes of Title X of COBRA ...