Exhibit 10.27
(3COM(R) LOGO)
3Com Corporation
350 Campus Drive, Marlborough, MA 01752-3064
November 2, 2005
James Hamilton [PERSONAL INFORMATION OMITTED FOR SECURITY REASONS]
Dear James:
It is my pleasure to confirm your new position with 3Com Corporation ("3Com" or the "Company") as Senior Vice President and President, TippingPoint Division. Because of your expanded duties and responsibilities, you will become a Section 16 officer of the Company, subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934, as amended. You will continue to work out of 3Com's Austin, Texas office, reporting directly to the Company's President and Chief Executive Officer. The effective date of your promotion is November 2, 2005 (the "Effective Date"). This letter agreement confirms the revised terms and conditions of your employment with the Company.
Your base salary will be $14,583.33 paid semi-monthly in accordance with the Company's regular payroll practices ($350,000 annualized). You will be eligible to participate in the Company's discretionary bonus plan, 3Bonus. Your annualized 3Bonus target amount will be 65% of your base salary, payable semi-annually. Payments under the 3Bonus plan are discretionary and shall be determined based on the achievement of Company and individual objectives established by the Company in its discretion.
You will receive an employee stock option grant of 1,000,000 shares of 3Com common stock subject to the necessary approvals; provided, however, that the grant of stock options shall not be deemed to have been accepted until you have confirmed your acceptance of the Company's stock option agreement. The option price for the shares subject to this grant will be the closing stock price of 3Com common stock on the NASDAQ national market on the Effective Date or, if the NASDAQ national market is closed on the Effective Date, the closing stock price on the first trading day following the Effective Date. The stock option grant is subject to the terms and conditions of the 3Com Corporation 2003 Stock Plan (the "2003 Stock Plan") and shall vest in equal amounts annually over four (4) y ...
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